- Will and Charles run through the night. They can hear the calliope. Will cannot distinguish if it is playing forward or backward.
- Will has a moment of doubt about his friendship with Jim. He then notices that several freaks are standing around, but they are doing nothing to stop Will and Charles.
- Charles notes that they are afraid. They saw what happened to the Witch.
- The calliope stops and starts again, this time going forward.
- Will calls for Jim. He becomes tempted by the calliope music.
- Charles sees a half-familiar parade up ahead. The freaks are taking Mr. Electrico to the carousel.
- Before he can be placed on the carousel, however, Mr. Electrico crumbles into dust, leaving his chair behind.
- Jim is standing between the fallen chair and the carousel. He walks to his free ride. He cannot walk away.
- Charles tells Will to go after Jim.
- Will races after Jim, imploring him not to leave.
- Jim trails one hand on the wind, "the small white separate part that still remembered their friendship."
- Will snatches for the hand. Jim wakes up on the next half-round. He suffers from conflicted desires.
- Will calls for his father to stop the machine.
- Will pleads for Jim to come back.
- Will lunges and connects with Jim. He trots around the machine while clasping Jim's hand. He wonders why his father has not shut off the machine.
- They continue on their journey. Jim pulls. Will falls onto the machine. The two of them are now together on the carousel.
- Jim refuses to give up the ride, even for his friend.
- Jim screams. His eyes go blind. He falls. Charles hits the control switch.
- Together, Charles and Will bend over Jim. He appears to be dead.