- The chapter opens by comparing Jim to an untamed kite that follows the wind, and Will to the person who runs earthbound after it.
- The two boys run away from the town and towards a meadow.
- Jim spots the calliope. No one is playing it. The wind cuts through the pipes making the music.
- The train pulls up into what the townspeople call a moon meadow. The boys lie in the bushes to watch.
- A moss-green balloon touches down in the meadow. A tall man in a dark suit steps out of the train and gestures at the train.
- Immediately the train springs to life "like old movies, the silent theater haunted with black-and-white ghosts." (12.44).
- Men rush to put up tent poles. Soon only the canvas is needed for the tent. The two boys shiver. They watch as the poles rip clouds free from the sky to form the needed canvas.
- Will closes his eyes in fear. When he opens them again, the men and the balloon have disappeared. The carnival is ready and silent.
- A bird screams, and the two boys run home.