- At three in the morning, Will hears a train pulling into town. He sits up in bed. At the same moment next door, Jim does the same.
- A calliope begins to play. The two boys gaze out over the trees. They have a great view of the town and the surrounding countryside. They can see a train slowly appearing. The two boys vanish back into their rooms for binoculars.
- The music the train is playing sounds like an eerie form of church music.
- Jim cries out that he wants to watch the carnival set up. Will points out that it is three in the morning, but Jim is having none of it. He slides down the side of his house and runs out.
- Will pulls on his clothes and calls after his friend.