Will and Jim take a walk in the cold rain and discover a little girl crying because she is lost. They are filled with horror when they recognize that the little girl is Miss Foley. She has yielded to the lure of the Carnival. Her longing for her lost youth has overpowered her reasoning ability and a ride on the Carnival's carousel changed her from a mature woman into a child. Miss Foley has been given her youth, but now she is friendless and has no one to turn to. Most of all, she is still unhappy. The Carnival has taken its toll.
Will insists that Jim go with him to get help for the childlike Miss Foley, but Jim reminds him that they are not even able to get help for themselves. When the boys hear band music and realize that the Carnival is forming a parade in order to seek out and seize Miss Foley, they make an unsuccessful attempt at getting to her first.