At the carnival Charles Halloway outsmarts Mr. Dark, finds his son, kills the Witch, and destroys the Mirror Maze in a matter of minutes, all through the use of laughter and happiness. Then he and Will search for Jim. Mr. Cooger turns to dust and blows away before he can be saved at the carousel, and Jim moves towards the merry-go-round. Jim starts to ride and Will tries to stop him. They both end up going for a ride before Will jumps off and rips Jim away from the machine. Jim falls into a stupor, close to death. A child comes begging them to help him, but Mr. Halloway recognizes the boy as Mr. Dark. He holds the boy tight and kills him with affection, because Mr. Dark cannot survive in such close contact with someone good. The carnival falls apart as Will tries to revive Jim. They save Jim by singing and dancing and laughing, for their happiness brings him back to life from the edge of death.