- Back at the carnival. One intern swears that the old man looked dead.
- Will and Jim try to say more to the police, but they simply laugh and joke. Will and Jim again give their fake names and say they live near the police station.
- After being dropped off, Will notices that Jim still clutches his free tickets. Will has already thrown his away.
- The boys discuss their next move. Basically, they have no proof of what happened.
- Will is freaking out. Jim is not. Will tells Jim that he knows what it's like to be tempted to get older but, unlike Jim, he has no actual desire to ride the carousel.
- Will tells Jim that if he gets older, it will mean the end of their friendship. Jim claims that they'll still be friends.
- They talk about how the carousel is broken.
- The boys hear voices coming from the train station. They peek in the room. Miss Foley is there talking to Charles about the fact that Will and Jim were standing in her lawn with her jewelry.
- Will imagines the whole business is a set-up by the nephew, who wants to discredit Jim and Will.
- Miss Foley asks about the boys' location. Will jumps up and gives himself and Jim up.