Charles is in the library late the night of the train’s arrival and sees Will and Jim run past. Charles also heard the train’s whistle and ghostly calliope, and he senses something out there. On his way home, Charles passes the empty shop and sees the sawhorses with only a puddle of water between them, suggesting the ice encasing the “most beautiful woman” has melted.

Charles arrives home, and Will overhears him mumbling about the importance of three in the morning. Charles muses that 3:00am is the “soul’s midnight” where men are closest to death. Will fears what will happen when his father and the rest of the town discover the carnival.

The next day, Will and Jim wonder if their experience last night was a dream. They go to the carnival and find that it looks old and not at all like the one they witnessed being set up the night before. They run into their teacher, Miss Foley, who is looking for her nephew, Robert. She goes into the Mirror Maze to search for him, despite Will’s warnings about it being sinister. After she goes in, the hair on boys’ necks stands up. Miss Foley appears suddenly, yelling and crying.