The Old Forest - The hobbits rise before dawn the next morning. Leaving a message for Gandalf with Fatty, they set out, riding sturdy ponies. Led by Merry, they pass through a high hedge, and enter the Old Forest, where "the trees do not like strangers." They walk a ways into the silent forest, along a path going gently uphill, feeling they are being observed, and disliked. Merry notices that the trees have shifted since the last time he was in the wood.

Crossing over a hill, the path begins to take them on a downward path, toward the Withywindle valley—a place with a sinister reputation. Yet, this is the way the path leads, and before long they find themselves at the Withywindle River. The way is difficult, and soon they become very tired. At the base of a large willow tree, Frodo, Merry, and Pippin fall asleep, and Sam feels himself beginning to drift off as well. Before he descends into slumber, however, he is awakened by small noises. Frodo has fallen in the water, and Merry and Pippin have become trapped in the willow tree's great trunk. Frodo and Sam yell for help, which comes in the form of a jolly old man—Tom Bombadil—who sings a song to Old Man Willow. Tom's song causes the tree to give up its captives.

Tom invites them to his house for supper. They follow his lead toward the house, where they hear singing.