- Will begins to cry. He believes Jim is dead.
- Will cries. Charles hits him. He tells Will that tears suit people like Mr. Dark, who feed off the pain. He admonishes his son to jump around, sing, but most of all, to laugh.
- Will feels he cannot. Slowly, his father convinces him. The two begin dancing. Charles blows the harmonica. He prevents Will from checking on Jim.
- The two continue dancing, breathing, laughing.
- Will is mid-step when genuine guffaws erupt from his body.
- He dances with his dad until the two collapse. They hear faint stirrings from Jim. Together the two resolve not to look and instead continue dancing.
- Jim's eyes finally open. No one pays him any attention. Jim feels sorry for himself for a moment and then begins laughing at Will and his father.
- Will and Charles simply open their arms and invite Jim to join them.
- The three leap and play and laugh and dance.
- When they get tired, they look across the field at the remains of the carnival.
- It seems they are the only three people in the world. Jim cries for a moment. Will hugs him.
- Will asks his dad if the carnival people will ever come back. Others like them, his dad responds. The fight has only just begun.
- The three of them go up to the carousel. Each imagines separately taking a ride on it.
- For a moment they imagine taking rides on it forever, and inviting friends to take rides on it as well. They all realize this is how one would become the proprietor of the carnival.
- Charles finds a wrench and breaks all the machinery.
- Someone mentions it must be midnight. On cue, all the clocks in the town strike twelve.
- One of the boys calls out for a race to the semaphore at Green Crossing, and Will and Jim are off. Charles hesitates before following.
- Somehow he catches up or the boys slow down so that all three of them reach the semaphore at the same time.
- Happy, the three of them walk back to town.