At dawn a storm thunders over the town. Across town, Miss Foley hears the carousel music and walks out of her house. Meanwhile, the boys wake up and prepare to head to the police station to sort out their troubles from last night. Jim tells Will that he dreamed of a parade or funeral, with a forty-foot coffin. Inside the coffin was a deflated balloon. Will tries to tell Jim about his adventure with the Dust Witch, but Jim interrupts him every time. As Jim talks, Will hears crying from an empty lot. It is the voice of a small girl, and familiar. Jim wants to walk away, but Will seeks out the sound.
The girl calls out to the two boys: "Jim! Will! Oh God, it's you!" Jim is horrified and wants nothing to do with her, but Will is more sympathetic. He realizes that the young girl is Miss Foley, which becomes even clearer when they hear the carousel calliope music working again, proving that the ride has been repaired.
Meanwhile, the carnival organizes a parade to search for Jim and Will. They hide as the parade passes them by and then return to the lot where Miss Foley was crying. She is gone, and the boys run to hide elsewhere in town. Will stops briefly to call Charles and explain. Then they hide in a storm drain along the parade route, figuring that the carnival wouldn't expect them to be so close. A child, however, drops his gum in the drain and spots them, drawing the attention of the parade. The freaks search the drain and the boys are finally spotted by the Dwarf, who seems to take mental pictures of them.
Meanwhile, at Ned's Night Stop, Charles sits and drinks coffee. Mr. Dark sits next to him and announces to Ned that he is looking for two boys. Hearing this, Charles leaves and walks to the library, pausing to buy a cigar. Will and Jim spot him but Will tells Jim not to call to him. Charles lights the cigar and drops the cigar band into the drain where they are hiding. His eyes follow it and he sees the two boys. Just then, Mr. Dark walks out of the bar toward Charles. Will tells his father to look away from the grille and towards the courthouse clock.
Mr. Dark asks Charles questions about two boys that he says have just won a carnival prize. He opens his hands and one boy is tattooed on each palm. He wants to know if Charles knows their names. Charles lies and Mr. Dark clenches his fists; both boys feel terrible pain in their heads. He announces that he knows the boys' first names but not their last and continues to squeeze until blood drips from his palms into the drain.
Rounding the corner, the Dust Witch approaches, waving her fingers through the air, sensing truth and lies and the colors of souls. As she approaches Charles and the Illustrated Man, she exclaims, "why there's Mr. Dark and... and old man... an old man." He's not that old! Will cries to himself. She stops above the storm drain and appears to sense something below. Thinking quickly, Charles talks about his cigar and blows smoke at the Dust Witch, which distracts her. Mr. Dark asks for Charles's name, and he responds honestly, adding that he works at the library. Then he follows the Dust Witch out.
From below, Will thinks his father looks very tall, taller than before. Charles tells the boys that he knows something strange is going on and tells them to keep hiding. He will tell their mothers that they have jobs at the carnival. He tells the boys to meet him at the library at 7:00 and then walks away.
By Chapter 32, Will is clearly the dominant figure in his friendship with Jim. It is now Jim who is reluctant and afraid, while Will is taking charge of the pair's actions. The experiences of the past day and night have left Jim rattled and subdued. Will, by contrast, has risen to the occaision and is making intelligent decisions and taking action when necessary.
More signs of Will's growing up appear in Chapter 33. Right or wrong, having drawn the ire of the carnival and its members. He thus makes the mature and brave decision to hide, knowing that to return home would endanger their families. This contrasts starkly to the many reckless decisions Jim has made, disregarding their dconsequences for others. It also contrast with Will's earlier passivity, when he was almost held hostage by Jim's wild impulses.
By Chapter 35, Charles, too, has drawn the ire of the carnival. But despite this, he appears and behaves with more confidence than in previous chapters. Before, his expressions and attitudes were almost always draped in resignation, melancholy, and nostalgia. He felt old and yearned for his younger days, when he would run and play and sneak out in the middle of the night, just like Will is doing now. His conversation with his son outside their house seems to have had a lasting effect on him. At first, when the boys first spot Charles above the grille, Will is not sure if his father has indeed changed:
Dad looked even smaller up there than he had last night, seen from the side of the house. It would be like calling to one more boy passing. They didn't need one more boy, they needed a general, no, a major general! He tried to see Dad's face at the cigar counter window, and discover whether it really looked older, firmer, stronger, than it did last night.... But all he saw was Dad's fingers twitching nervously, his mouth working....
However, in his conversation with Mr. Dark, Charles finds a well of strength and directly confronts, challenges, and misleads the carnival boss. Indeed, he becomes exactly the kind of general that Will is looking for, and he takes charge at the end of Chapter 35 by telling the boys to meet him at the library later. He is not content to sit and wait. He wants to take action. These changes are evidenced by his apparent transformation in the eyes of his son: "Oh my gosh, why didn't I see it before? Dad's tall. Dad's very tall indeed."
Another point to note is that Will equates older age with firmness and strength. Charles has consistently viewed his age as a sign of weakness, but these views are beginning to change. Though age does have negative attributes, it also brings positive effects on the mind and body. With age can come strength of character, as Will intuitively sees. And with age can come knowledge. These links are not automatic. Riding the carousel forward guarantees neither strength nor knowledge. In fact, it represents growing old without either of these qualities. Both qualities need to be learned through experience.