I awoke to the sound of the calliope floating in from my open window. It was fall, and the large harvest moon on the horizon had looked like an eye staring down at me.

I went to the window and saw two other kids I knew also looking out of their windows, as if I was looking into a mirror with a different face.

"Do you hear it?" said a disembodied voice.

My heart stopped beating for a split second, but then I realized it had come from the tin-can phone on my window sill. It was my best friend, Kevin.

"Yeah, I think so." It was faint, but it was there. It sounded like a carnival. That was impossible, because it was sometime after midnight. Our town didn't get normal carnivals, not to mention ones that go on after midnight.

"What the hell do you think they're doing?" Kevin asked. I was wondering the same thing, but my bewilderment lacked his curious tone.

"We'll talk about this at school, yeah?" I said, and after a long moment, "Yeah. Tomorrow."

And we did talk about it. We weren't the only ones either. A couple of the kids on our street came up to us at recess and asked if we had heard the music, too. There was this one kid who told me that he saw Frankie Nichols, the kid who lives in the corner of the street, walking out toward the sound. He didn't go to our school, and no one I knew hung around with him. He was an uptight West Park kid.

Red and orange leaves littered the ground. Kevin and I would always run through them, kicking up a storm of fall colors on our way home from school. As we got closer to my house, he stopped all of a sudden, and looked at me gravely.

"I know you don't want to go to the carnival. You're a scaredy-cat. But I am going tonight, and if you want to go, we can go together." He was right. I was a scaredy-cat. I didn't like the sound of the calliope, or the way I felt when I woke up the night before, like there was suddenly a shadow that stretched down my street. But he was wrong to think I didn't want to go. A part of me did, and I had no idea why.

"I'll go. Just wait until our parents go to bed. If we hear the music we'll go together." He was almost as surprised as I was.

After dinner, I went up stairs and read. I watched the tick past ten, then eleven, and finally twelve. And then I heard the music.

"There's some guy walking down the street," Kevin’s voice sounded hollow in the tin cup. "You gotta see this!"

I tip-toed to the window, and peered out into the moonlit street. There was a tall man wearing a tall black hat that slowly walked down the street. There were other kids at their windows tonight, too; their faces were like dim reflections in their curtains and slivers behind their blinds. but I could see them, just as I knew they could probably see me.

"Children, children," the man spoke in a sweeping melodic voice. "There is a carnival, as I am sure you are all aware." It was as if he was talking directly to me from some place in my room. I then realized I was trying so hard to be quiet, I had almost forgotten to breathe. The man reached into his vest, and pulled out something that glinted in the moonlight. "The carnival is close, you just need to follow the sound of the music. The price of admission, well, depends on how quiet you can be," He chuckled and threw a handful of tickets into the air. The tickets were caught in an errant breeze and littered the street.

"You're not a scaredy-cat, are you?" Kevin’s said through the tin can.

"No. Meet me outside in three minutes."

I had never tried to sneak out before. I doubt any parent thinks their elementary school student is about to sneak out at night. I grabbed a sweatshirt and a flashlight, and went outside.

Kevin was waiting for me in the shadow of a tree. As I made my way to meet him, I could see other kids silently sneaking out of their houses, with wary looks from left to right to check and see that the coast is clear. I wasn't thinking about how many of us there were, though if I could guess I would say eleven of us in total, I was thinking about the carnival. I was thinking about adventure. I picked up a ticket before it fluttered away like a leaf in the wind. It read only "Admit One" in black ink. The ticket itself was shiny gold, and didn't feel like any ticket I'd ever held before.

We followed the sound of the music like dogs follow a scent. At first it was just a whisper on the wind, but it became louder and stronger. There was the smell of candy and popcorn suddenly, and my mouth began to water. We ran toward the source; it was a large tent with many tall peaks that billowed in the cool autumn wind. It was striped in red, yellow, and blue. I could see faint words stenciled on the tent, but could not make them out in the dark. There was a popcorn machine, and a bald man standing behind a cart with two fists holding bundles of cotton candy.

The kids swarmed him, and he laughed. "Oh, there's more than enough for all of you kids," He said in a dim voice. "Go inside, the show is about to start!" He patted some of the kids on the back with his meaty hand. They ran inside the entrance of the tent laughing.

"Aren't you going in?” I heard someone say to my right. It was the man in the top-hat. He was standing in a nearby shadow, and slowly walked toward me. “You've got a ticket, don't you? Earned it yourself, an enterprising young boot-strapper, apparently.” A smile spread across his face. He had dark, nervous eyes. “Your friends will be waiting,” There was a growing annoyance in his voice, and his smile hesitated.

I saw Kevin at the entrance, holding a bag of popcorn and a fist of cotton candy enter the tent. “I should be going,” I took a couple steps back. “This was a mistake.” I turned to leave.

At first I thought I was caught on something, but I realized there were two strong hands holding me by my shoulders. The tall man must have been fast, because he cleared the distance between us in the blink of an eye.

“Your ticket.” He said in little more than a whisper. His grip was like a vice. I froze a moment, and his hands squeezed tighter. I reach in my pocket, handed him the ticket, and he released me. I ran, but I swear I could hear him laughing the entire way home.

The next day, Kevin wasn't waiting for me. Once I was at school, I found that most of the other kids just didn’t show up.

I was called into the office around noon, and my dad picked me up from school. He asked if I had snuck out last night with my friends. “Yeah, we went and saw a carnival,” I told him. “But I.. I got scared, so I came home.” My dad didn't say anything for a minute, but when he hugged me I knew he was crying.

“There was an accident,” My dad's voice was choked with tears. He didn't say anything more, but he hugged me for a long time.

I never saw Kevin again. My dad took me out of school, and we moved a couple days later to a small apartment in a new town. It's been a couple years since all of this happened.

The other day I was driving and I saw the same tent, or one very similar, to the tall man's carnival. Only in the light of day, there was print all over the sides in big stenciled letters. My heart sunk. It said