The family leaves Granma's remains at the coroner's office in Bakersfield, California. They cannot afford to give her the nice funeral she had always wanted, instead she is buried by the county.

Then the family arrives at a camp in the countryside, which is filled with various decrepit cars and trucks. The people live in tents and homes made from any scrap material they can find. There they ask a woman if it is alright if they camp there, but she just stares at them. Her husband pokes his head out the tent flap, and angrily tells them they can camp anywhere they want. The Joads decide to drive a little ways into the camp and settle down for the night.

Tom comes across a young man who is fixing his car. He tells Tom the man he has just met is bull-simple, because he has been hit in the head one too many times by the police. The young man, named Floyd Knowles, tries to explain life in a Hooverville camp to Tom. Tom has never heard the term Hooverville before and is surprised to know this place, of dirty and dejected people, is a Hooverville. Floyd clues Tom into the how the police treat the people who live in Hooverville. They do not like the people who live there, so they harass the occupants as much as possible. The local people consider Tom, Floyd, and the others bums, so they do everything in their power to make them move, which includes arresting them and burning down the Hooverville.

Floyd tells Tom the work that was in this county is gone, because once the crops are picked the landowners have no more use for the migrant workers. The idea of getting a long term job is just a pipe dream and the most anyone hopes for is enough money for food and gas. The landowners hire contractors to find the workers who pick the crops. The contractors bring in more men than they need so they can pay the men less money. If the men band together to protest, then the leaders are put in jail and blacklisted. This means their photo and name are circulated to other landowners to ensure they will not be employed by anyone in the state.

Meanwhile, Ma Joad is trying to cook some stew for supper. The children of the camp are crowding around her to look at the food. Ma feels bad about not having enough food to feed all the children. She solves the problem by letting them eat from the pot whatever food is left over, after the family has been fed.

Casy tells Tom he feels as if he is a burden to the family, because he has not contributed any money to the trip out west. He thinks it might be better if he went off on his own, so the family would have more money to spend on their own needs. Tom convinces him to stay one more night, because Floyd strikes him as someone who might be up to something and Casy might be needed to help the family. He agrees to stay one more night.

Connie, Rosasharn's husband, is wishing he and she had stayed in Oklahoma, because of the conditions in California. Rosasharn is feeling ill and needs him to reassure her everything will be alright, instead he goes for a walk and just keeps on walking. After they discover he has left, Pa tells Ma he always thought that Connie was no good. He thinks Connie is all talk and no action.

A man shows up in the camp with the offer of work for the men. Floyd asks him if he has a license to hire men and how much exactly the man is going to pay. The man is upset by Floyd's words, so he has the sheriff's deputy, who he brought along with him, talk to Floyd. The deputy tries to say that Floyd was involved in a burglary and he needs to arrest him. Tom steps in to try to defend Floyd, but the deputy threatens to arrest Tom also. As the deputy tries to take Floyd, Tom trips him and the deputy fires his gun shooting a woman in her hand. Casy kicks the deputy and knocks him unconscious. Tom and Floyd flee before more deputies show up and try to take them in. The new deputies take in Casy, because he in an effort to help the family takes responsibility for what has happened. The deputies tells everyone the camp will be burned down that night. The Joads leave, trying to go south, but a group of hoodlums try to stop them from entering their town. Tom turns the truck around and uses the back roads to head south.

The people who live in California, be it the landowners or the shop workers, fear the migrant workers. They fear they will take their jobs and leave them without enough money to house and feed their families. So they begin to form groups to keep out the migrants and to defend their way of life. While the big landowners keep trying to bring in more men, because the more people who are fighting for a job means the landowner can pay lower wages. Meanwhile, the migrants are willing to work for food to feed their families. The big landowners then build canneries so they can sell the fruit to themselves for cheap, process it and then sell it to the public at the same price. This in turn puts the small landowners in California out of business.

The way the Joads and the others living in Hooverville were treated was a travesty. The big landowners had control of not only working conditions, but also of living conditions and the local police. The migrant workers did not have a chance to see their dreams come to fruition.