What is Max thinking as Gwen takes Kevin home?

The short answer to your question is that Max thinks Gwen is scared of him because of his size. However, this incident requires a bit more explanation. Kevin is in Max’s basement (which Max called his “down under”) after Max helps Kevin retrieve his flying toy from the tree. The two are starting to become friends. As Kevin goes into details about the story of King Arthur, the two boys hear Kevin’s mom (who Kevin...

The short answer to your question is that Max thinks Gwen is scared of him because of his size. However, this incident requires a bit more explanation. Kevin is in Max’s basement (which Max called his “down under”) after Max helps Kevin retrieve his flying toy from the tree. The two are starting to become friends. As Kevin goes into details about the story of King Arthur, the two boys hear Kevin’s mom (who Kevin calls “Fair Gwen”) calling him. When Gwen catches sight of Max, she grabs Kevin and “almost runs home” with him. This saddens Max, making him think he is not good enough for Kevin. Max assumes that Gwen has noticed Max’s large size (as opposed to Kevin’s tiny stature). Max wrongly assumes Gwen does not want Max playing with Kevin for this reason. Max retreats into his “down under,” saying that the space is “cool and empty. You don’t have to think about anything. You’re not even there.” Gwen immediately calls Max’s Gram in order to apologize to Max, to say she is “delighted” Max and Kevin are friends, and to invite Max to dinner. The real reason why Gwen is a bit frightened by Max is that he looks like his dad (Kenny “Killer” Kane). Gwen used to be good friends with Max’s mom, but admits at the dinner that Max’s dad “made it difficult for [Max’s mom] to have friends.”