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Content Warning: This section of the guide includes discussion of illness, ableism, and substance use.
George denies any wrongdoing to Matron. Matron says his denial is excessive and insists the small footprints and wheelchair marks must be theirs. Sally lies for them, claiming she observed them sleeping in the ward all night; she swears on her pet hamster’s life that it is the truth. Matron tells Tom he will have an X-ray and then likely be discharged, which disappoints Tom. Once Matron returns to her office, Tom thanks Sally, who reveals she has no pet hamster.
Dr. Luppers shows Tom his healthy X-ray. The doctor plans to call Tom’s school to arrange for his return. Tom decides to fake an illness to avoid leaving. He claims he feels hot and needs water, then holds the thermometer near a lit bulb when the doctor goes for a cup. He answers all the doctor’s questions to imply sickness. The doctor can find only a vase of flowers, so Tom drinks the water, though it “taste[s] of pond” (219). Dr. Luppers panics at the sight of Tom’s temperature and starts a battery of tests.
Matron makes Tom stay in bed while physicians try to determine the cause of his high fever. (Dr. Luppers is now a patient, having fainted from panic over Tom’s temperature.) Sally tries to get Tom to discuss the night before, but Tom explains he promised not to tell. Amber tells Sally she should not know for her own good, but Sally loudly claims she would love to be in trouble for something rather than stay behind all the time. Amber is grateful that Sally covered for them and says they may need her to do so again that night. George is excited that he may get to fly.
Amber, Tom, Robin, and George discuss how to achieve George’s dream while Sally is in treatment. They pretend to work on an old jigsaw puzzle of a cat with balloons, which gives Tom a good idea: Helium balloons. George says the gift shop has many balloons, so the hospital likely has hundreds more. They intend to steal balloons after telling Porter their idea, which Amber claims she thought of before Tom.
That night, Matron confiscates another tin of chocolates from George and falls deeply asleep from the “snoozy pills” he hides inside. The gang divides up to take all the hospital’s balloons: Tom and Porter take the basement up to the 15th floor, including the gift shop; George takes the 16th to 29th floors; Amber and Robin will cover the rest, including the children’s ward.
As they set off, Amber tells Robin to take Sally’s balloon. Robin protests, though Sally says it is okay. She asks to come along again. Amber is painfully honest: She says that Sally will slow them down. Sally says she would give anything to have adventures and not be sick anymore. She wants Amber to promise to take her on the next adventure, as Sally is certain she will be well by then. Amber tells Robin to steer her out, avoiding a promise.
Gathering balloons, George encounters Raj, his local newsagent. Raj is in the hospital because he accidentally stapled his fingers together. He asks George to order takeout food for him. George cannot remember the long, extravagant order and intends to just order one of everything from the Indian restaurant.
On his way to the ground floor, the elevator stops for Dilly. George greets her cheerfully and claims the balloons are for a patient who gets “thousands” of balloons a day. Dilly is suspicious, but there is no room for her in the elevator.
In one silent ward, all the patients and nurses are sound asleep except for one, a 99-year-old woman, Nelly, whose dementia causes her to think she is a young girl. Tom and Porter give her a balloon, and she is grateful. She asks when her father will arrive; Tom says soon.
Tom and Porter determine to steal the fresh balloons in the gift shop. The shop is locked, but they sneak in when Dilly comes along with her floor polisher. The noise of the machine covers their entrance, their theft of the balloons, and almost their escape. Dilly catches them, however, and threatens to call security. Porter tells Tom to run. Tom locks Dilly into the shop on his way out.
Tom, Porter, George, Amber, and Robin meet at the stairwell. 44 floors above their heads, a domed skylight reveals the stars. Tom climbs the stairs, planning to remove one balloon from George when he flies up so that he will float back down. Porter gradually gives George balloons until he is ready to ascend. Porter starts a countdown, but just before “One,” Nelly arrives, wanting to exchange balloons. She takes hold of George’s balloon stash and soars upwards.
Tom cannot catch Nelly. She zooms up so quickly that she crashes through the glass dome. George is upset, calling the events unfair. Tom slides down the banister to regroup with the gang. He slides so fast that the seat of his pajamas feels like it is on fire. Porter tells George to use the fire extinguisher as Tom rockets off the end of the banister, and soon they are all covered with foam. Porter says they must catch Nelly.
Porter commandeers an ambulance, and the boys help to lift Amber into the back. Tom volunteers to be the lookout, saying which way to go to follow Nelly. They careen around London. At one point, Nelly loses her nightdress when it gets stuck on the spire of Westminster Abbey. Then some trees catch half her balloons, and she comes down onto the roof of the ambulance, nude, knocking Tom unconscious.
With the remaining balloons tied to the top of the ambulance in case George gets a second attempt, the group rushes back to the hospital. George wants to stop for Indian takeout for Raj, but Porter tells him no. When George mentions the secret gang, Nelly asks to join, but he tells her absolutely not. Tom revives and thinks the ball just hit him in a cricket game.
Approaching the hospital, Porter sees an irate crowd waiting to greet them: Matron, Sir Strillers, Dilly, and two nurses.
A strong shift in the plot occurs in Chapters 25-36 as external conflicts increase. While the Midnight Gang’s dream adventures have gone off effortlessly up to this point, now the gang experiences great problems. Not only are they under suspicion based on evidence in the deep freeze, but their ingenious plan to make George fly is unexpectedly ruined by a 99-year-old woman who absconds with George’s balloons.
This complication has two significant effects: First, the gang must operate as a team to get Nelly back, with Porter driving, Tom guiding, and the others in the ambulance at the ready for the old woman’s descent, all of which highlights Achieving Dreams Through Collective Effort. Their common purpose sets the stage for additional teamwork in subsequent sections.
Second, the scene shifts to a setting outside the hospital. Now the children are on a true adventure: “Far up in the sky, the old lady was skimming the roofs of some of London’s most famous landmarks: St. Paul’s Cathedral, Nelson’s Column in Trafalgar Square, and The Houses of Parliament” (300). The cathedral is located on Ludgate Hill, London’s highest elevation. Trafalgar Square memorializes an 1805 British naval battle in the Napoleonic Wars and Admiral Horatio Nelson, an influential British commander in that conflict. The Houses of Parliament are home to Britain’s legislative bodies. These references call attention to the significance of the team’s venture outside the relative safety of the hospital, and the consequent increased conflict in facing the authorities upon their return.
Another shift that occurs regards the humor in the novel. Up to the balloon-stealing, humor is mostly wordplay and cleverness (e.g., Tootsie’s breakfast scene), irony (Robin’s ironic remarks about George), hyperbole (Dr. Luppers’s admission form; Tom’s head lump), and stereotypical characters (the cruel Matron, the dirty cleaning woman). Now, however, the author takes a deep dive into farcical, physical humor with George’s flying-by-balloon attempt.
Nelly’s flight over London, Tom’s hot-seated ride down the banister, the uncontrollable fire extinguisher, and the ambulance careening around city blocks all rely on a humor of physicality and over-the-top events. Illustrations—such as Tom clutching Porter’s belt rigged to the siren, as if he is waterskiing—play up the physical humor. Metaphors also cue visual imagery: “Far off in the distance, Tom was sure he could just make out the large cloud of balloons with an old lady dangling beneath it pass in front of the full moon” (298). That the gang’s relatively simple plan to float George escalates so quickly into hyperbolic antics adds to the hilarity.
Despite the focus on increased adventure, conflict, and physical humor, these chapters also develop characterization. Tom grows in kindness as he explains to Sally why he cannot share the gang’s details, and Sally’s belief that she will be able to benefit from The Therapeutic Value of Imagination by the next adventure establishes her optimism and hopefulness. Matron’s characterization is handily developed through her allusion to Shakespeare’s Hamlet, “I think the boy protests too much” (210), regarding George’s claims of innocence. Gertrude’s line in the play is “The lady doth protest too much, methinks” (Act III, Scene 2), suggesting that too much denial ironically incriminates the denier. That Matron uses similar language suggests she is Shakespeare-savvy and, consequently, an intelligent antagonist not to be easily dismissed.
Finally, Raj supports the development of the theme of Adults as Allies and Adversaries as a humorous adversary, inadvertently complicating George’s dream fulfillment with his takeout needs. In Walliams’s Demon Dentist, Raj is an ally to protagonist Alfie in Alfie’s quest to defeat the Tooth Witch.



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