Everything was black.

Milo Pockets couldn’t see anything.

He couldn’t hear anything.

He couldn’t even feel the ground beneath his feet.

For a moment, he wondered if he had finally died.

Then someone stepped on his foot.

“OW!”

Milo shouted.

A voice answered:

“Sorry.”

Milo recognized it.

“Nora?”

“Yes.”

Milo sighed with relief.

“You’re alive!”

“So are you.”

“Excellent!”

“Why do you always say excellent when something terrible happens?”

“I panic differently.”

“Right.”

Milo reached around in the darkness.

“Benny?”

“I’m here.”

“Professor Pickle?”

A voice answered:

“I’m under someone.”

Milo frowned.

“Who?”

“I don’t know.”

A second voice shouted:

“GET OFF ME!”

Professor Pickle screamed.

Milo heard a loud thump.

Then silence.

“Professor?”

“I’m fine.”

“Who was under you?”

“I don’t know.”

“Then who did you just hit?”

“Nobody.”

A deep voice answered:

“Me.”

Everyone froze.

Milo whispered:

“Who are you?”

The voice answered:

“That’s what I’m trying to figure out.”

A tiny light appeared.

Milo looked around.

The four friends were standing in a strange room.

The walls were covered with clocks.

Hundreds of clocks.

Some were ticking forward.

Some were ticking backward.

Some had no hands at all.

And some…

Were melting.

Milo stared.

“Where are we?”

Nora looked around.

“I don’t know.”

Benny pointed at the ceiling.

“Look.”

A giant clock hung above them.

The hands were spinning backward.

Milo frowned.

“This is the Time Room.”

Professor Pickle suddenly became pale.

Milo turned.

“You know this place?”

Professor Pickle nodded.

“I’ve seen it before.”

“When?”

Professor Pickle swallowed.

“Twenty years ago.”

Milo’s eyes widened.

“Again?”

Professor Pickle looked uncomfortable.

“Yes.”

Milo pointed at him.

“You have a lot of explaining to do.”

Professor Pickle nodded.

“I know.”

“Then explain.”

Professor Pickle opened his mouth.

Before he could speak…

A clock exploded.

BOOOOM!

Everyone screamed.

Milo jumped.

“What was that?”

A small voice answered from behind them.

“Time.”

Milo slowly turned.

The mysterious boy stood in the doorway.

He was holding the golden key.

Milo stared.

“You!”

The boy smiled.

“Me.”

Milo pointed.

“You’re the reason we’re here!”

The boy nodded.

“Yes.”

“Why?”

The boy shrugged.

“Because you came.”

Milo stared.

“That’s your explanation?”

“Yes.”

“That’s terrible.”

The boy smiled.

“I know.”

---

Nora stepped forward.

“Where is Elias?”

The boy’s smile disappeared.

“Who?”

“Elias.”

“The clown.”

“Yes.”

The boy shook his head.

“He’s gone.”

Milo frowned.

“Where?”

The boy pointed at the clocks.

“Somewhere between yesterday and tomorrow.”

Benny looked confused.

“Is that a real place?”

Professor Pickle answered:

“Unfortunately.”

Benny stared at him.

“How do you know?”

Professor Pickle sighed.

“Because I was there.”

Milo’s eyes narrowed.

“Twenty years ago?”

Professor Pickle nodded.

“Yes.”

Milo stepped closer.

“Then start talking.”

Professor Pickle looked at the boy.

The boy stared back.

Then Professor Pickle sighed.

“Twenty years ago, this park wasn’t called Whispering Wheels.”

Milo waited.

“It was called…”

Professor Pickle paused.

“…The Midnight Carnival.”

Nora frowned.

“But the park is called Whispering Wheels now.”

“Yes.”

“Why?”

“Because the old name was erased.”

“By whom?”

Professor Pickle looked at the boy.

“By the park.”

Milo rubbed his forehead.

“Of course.”

---

Professor Pickle began explaining.

“Twenty years ago, the Midnight Carnival appeared in this city for exactly one night.”

Nora listened carefully.

“Only one night?”

“Yes.”

“And then?”

“It disappeared.”

“Why?”

Professor Pickle looked at the clocks.

“Because the carnival wasn’t a normal amusement park.”

Milo nodded.

“We already figured that out.”

“It was built around an ancient clock.”

Benny pointed at the giant clock.

“That one?”

Professor Pickle nodded.

“Yes.”

“The clock controlled time.”

Milo frowned.

“Why?”

“Because the owner wanted to make the carnival last forever.”

Nora stared.

“Who was the owner?”

Professor Pickle became silent.

Milo stepped closer.

“Who?”

Professor Pickle whispered:

“The Ringmaster.”

Suddenly…

Every clock in the room stopped.

The boy looked nervous.

Milo noticed.

“Who’s the Ringmaster?”

The boy didn’t answer.

Milo turned to Professor Pickle.

“Tell me.”

Professor Pickle shook his head.

“I can’t.”

“Why?”

“Because he might hear us.”

Milo stared.

“Who?”

A voice echoed through the room.

“ME.”

Everyone froze.

A slow clap came from the darkness.

CLAP.

CLAP.

CLAP.

A tall figure stepped into the room.

He wore a long black coat.

A red bow tie.

White gloves.

And a tall black hat.

His face was hidden behind a silver mask.

Milo stared.

The man smiled.

“Welcome back.”

Professor Pickle stepped backward.

“No.”

The Ringmaster looked at him.

“Professor Pickle.”

Professor Pickle’s face went pale.

“You remember me.”

The Ringmaster laughed.

“I remember everyone.”

Milo stepped forward.

“Who are you?”

The Ringmaster turned toward him.

“You already know.”

“No, I don’t.”

The Ringmaster smiled.

“Not yet.”

---

The Ringmaster raised his hand.

The room changed.

The walls disappeared.

The clocks disappeared.

The floor disappeared.

Milo suddenly found himself standing in the middle of a beautiful carnival.

It was daytime.

Children were laughing.

People were riding the Ferris wheel.

Music was playing.

The carousel was spinning.

Milo looked around.

“What is this?”

Nora stood beside him.

She looked confused.

Benny was there too.

Professor Pickle was staring at the scene.

He looked devastated.

Milo noticed.

“Professor?”

Professor Pickle didn’t answer.

Milo followed his gaze.

A group of children were standing near the carousel.

One of them was young Professor Pickle.

Milo stared.

“That’s you.”

Professor Pickle nodded.

“Yes.”

Milo looked at the other children.

A young boy stood beside him.

Then another.

Then another.

Milo’s heart stopped.

He recognized them.

Young Nora.

Young Benny.

And…

Young Milo.

Milo stepped backward.

“No.”

Nora stared at her younger self.

“That’s me.”

Benny pointed.

“That’s me too.”

Milo looked at Professor Pickle.

“Why are we all here?”

Professor Pickle closed his eyes.

“Because we were invited.”

Milo’s voice became angry.

“By whom?”

Professor Pickle pointed toward the Ringmaster.

Horror filled his face.

“By him.”

---

The Ringmaster smiled.

“Twenty years ago, I invited four children to the Midnight Carnival.”

Milo stared.

“Why?”

“Because I needed four special people.”

“Special how?”

The Ringmaster looked at each of them.

“You.”

Milo frowned.

“Nora.”

Nora stepped backward.

“Benny.”

Benny swallowed.

“And Professor Pickle.”

Professor Pickle shook his head.

“Don’t call me that.”

The Ringmaster laughed.

“You’re still afraid of your real name?”

Milo looked at Professor Pickle.

“Real name?”

Professor Pickle didn’t answer.

The Ringmaster continued.

“Each of you possessed something I needed.”

“What?”

The Ringmaster raised one finger.

“Memory.”

A second finger.

“Imagination.”

A third.

“Courage.”

A fourth.

“Magic.”

Milo stared.

“Which one is which?”

The Ringmaster smiled.

“That is for you to discover.”

Milo frowned.

“Wait.”

He pointed.

“What about Elias?”

The Ringmaster’s smile disappeared.

“Elias was different.”

“How?”

“He was the one who refused.”

Milo stared.

“Refused what?”

The Ringmaster looked at the young boy.

“To forget.”

---

The scene changed.

The carnival became dark.

The children disappeared.

Milo saw a young Elias standing in front of the Ringmaster.

He was holding the golden key.

The Ringmaster was shouting.

Elias refused to move.

Then…

The Ringmaster raised his hand.

The clocks began spinning.

The carnival shook.

Elias disappeared.

Milo watched in horror.

“What happened?”

Professor Pickle whispered:

“The Ringmaster trapped him.”

“Why?”

“Because Elias knew the truth.”

“What truth?”

Professor Pickle looked at Milo.

“The carnival was stealing people’s memories.”

Milo stared.

“Why?”

“To keep itself alive.”

Nora gasped.

“So the park feeds on memories?”

Professor Pickle nodded.

“Yes.”

Benny looked terrified.

“Then what happens when it runs out?”

The Ringmaster answered:

“It dies.”

Milo stared at him.

“Then why are you doing this?”

The Ringmaster smiled.

“Because I don’t want it to die.”

Milo pointed.

“You’re trapping people!”

“Yes.”

“You’re stealing memories!”

“Yes.”

“You’re kidnapping children!”

The Ringmaster shrugged.

“Only when necessary.”

Milo became furious.

“That’s evil!”

The Ringmaster laughed.

“No.”

He stepped closer.

“That’s entertainment.”

---

Suddenly…

The scene disappeared.

Milo was back in the Time Room.

Nora grabbed his arm.

“Where’s Benny?”

Milo turned.

Benny was gone.

“BENNY!”

No answer.

Milo ran toward the door.

Nora followed.

Professor Pickle stayed behind.

Milo turned.

“Professor!”

Professor Pickle shook his head.

“You can’t save him.”

Milo froze.

“What?”

“He already belongs to the carnival.”

“No!”

“He was here twenty years ago.”

Milo stared.

“That’s impossible.”

Professor Pickle whispered:

“Look at the photograph.”

Milo turned.

A photograph appeared on the wall.

It showed the four children.

Milo.

Nora.

Benny.

And Professor Pickle.

But this time…

Milo noticed something different.

The four children weren’t smiling.

They were crying.

Behind them stood the Ringmaster.

And beside him…

Was Benny.

Milo’s eyes widened.

“Benny was never invited.”

Nora stared.

“What?”

Milo pointed.

“Look.”

Benny was standing behind the children.

But he wasn’t a child.

He was the same age he was now.

Nora gasped.

“Then…”

Milo whispered:

“Benny has been here before.”

---

The door opened.

Benny walked in.

Milo ran toward him.

“Where were you?”

Benny stared.

“I don’t know.”

“Did you see the Ringmaster?”

“No.”

“Did you see Elias?”

“No.”

“Then where were you?”

Benny shook his head.

“I can’t remember.”

Milo froze.

“What?”

Benny touched his head.

“I can’t remember anything.”

Nora stepped forward.

“Benny?”

Benny looked at her.

“Who are you?”

Nora’s face went pale.

Milo stared.

“Benny, it’s me.”

Benny shook his head.

“Who are you?”

Milo grabbed his shoulders.

“It’s Milo!”

Benny stared blankly.

“Sorry.”

Milo stepped backward.

Nora’s eyes filled with fear.

“The carnival took his memory.”

Professor Pickle nodded.

“Yes.”

Milo turned.

“Can we get it back?”

Professor Pickle looked at the clocks.

“Maybe.”

“How?”

“We have to find the Memory Engine.”

Milo frowned.

“Where is it?”

Professor Pickle pointed toward the ceiling.

“At the top of the Ferris wheel.”

Milo stared.

“Of course.”

Nora looked at him.

“What?”

“Why is everything always at the top of something?”

---

They left the Time Room.

The carnival was waiting.

The Ferris wheel towered above them.

It was enormous.

The cars were shaped like giant clocks.

The wheel spun slowly.

Milo stared.

“How do we get up there?”

A voice answered:

“Ride.”

Milo turned.

The clown stood behind them.

Elias.

Milo stepped forward.

“Can you help us?”

Elias nodded.

“Yes.”

“How do we save Benny?”

“Find the Memory Engine.”

“How?”

“Reach the top.”

“Then what?”

Elias looked at Professor Pickle.

“Ask him.”

Milo turned.

“Ask him what?”

Elias disappeared.

Milo shouted:

“WAIT!”

Too late.

He was gone.

Milo turned toward Professor Pickle.

“Why does everyone disappear when I ask questions?”

Professor Pickle sighed.

“Because you’re asking the right ones.”

---

They climbed into the Ferris wheel.

Milo sat beside Nora.

Benny sat across from them.

Professor Pickle sat alone.

The wheel began moving.

Slowly.

Up.

Up.

Up.

Milo looked down.

The carnival became smaller.

The haunted house looked tiny.

The roller coaster looked like a toy.

The mysterious boy stood in the center of the park.

Watching them.

Milo waved.

The boy didn’t wave back.

Nora noticed.

“Why is he watching us?”

Milo shook his head.

“I don’t know.”

Suddenly…

Benny screamed.

Everyone turned.

Benny was holding his head.

“MY MEMORY!”

Milo jumped.

“What?”

Benny stared at him.

“I remember something!”

“What?”

Benny’s eyes widened.

“We’ve been here before.”

Milo froze.

“When?”

Benny looked terrified.

“Twenty years ago.”

Nora stared.

“All of us?”

Benny nodded.

“Yes.”

Professor Pickle closed his eyes.

Milo turned toward him.

“You knew.”

Professor Pickle nodded.

“Yes.”

Milo became angry.

“Why didn’t you tell us?”

“Because I was afraid.”

“Of what?”

Professor Pickle looked upward.

The Ferris wheel continued climbing.

“The last time we came here…”

He pointed toward the top.

“…one of us stayed behind.”

Milo stared.

“Who?”

Professor Pickle whispered:

“Elias.”

Nora gasped.

“But Elias is alive.”

Professor Pickle shook his head.

“Not exactly.”

Milo’s face went pale.

“What does that mean?”

Professor Pickle looked at the sky.

“The Elias you see…”

He paused.

“…is only his memory.”

Milo stared.

“Then where is the real Elias?”

A voice answered from above.

“Here.”

Everyone looked up.

At the top of the Ferris wheel…

The young boy was standing.

The golden key in his hand.

But now…

He was no longer a child.

He was older.

He looked exactly like Elias.

Milo’s eyes widened.

“You’re Elias.”

The figure smiled.

“Yes.”

“But the clown is Elias.”

“No.”

“Then who is he?”

The figure laughed.

“The clown is the memory of Elias.”

Milo’s head began spinning.

“Then who are YOU?”

The figure raised the golden key.

“The part of Elias that the carnival couldn’t erase.”

The Ferris wheel suddenly stopped.

The doors locked.

The sky turned black.

The Ringmaster appeared in the center of the carnival.

He looked upward.

“ENOUGH!”

The figure smiled.

“Not yet.”

The Memory Engine suddenly appeared above the Ferris wheel.

It was a giant golden machine.

Inside it…

Thousands of glowing memories floated like stars.

Milo stared.

“That’s it.”

Nora nodded.

“The Memory Engine.”

Benny looked at it.

Suddenly…

One glowing memory flew toward him.

It entered his chest.

Benny gasped.

His eyes widened.

“I remember!”

Milo grabbed him.

“What?”

Benny looked terrified.

“The four of us…”

He pointed toward Milo.

“…were never invited here.”

Milo froze.

Benny pointed toward Nora.

“We came here to rescue someone.”

Nora’s eyes widened.

“Who?”

Benny looked toward the mysterious Elias.

Then whispered:

“His little brother.”

Everyone became silent.

Milo stared.

“His little brother?”

The mysterious figure smiled.

Then…

The Ringmaster laughed.

A terrible laugh.

Because the truth had finally been remembered.

The Ferris wheel began spinning wildly.

The Memory Engine exploded with light.

The Ringmaster shouted:

“YOU SHOULD NEVER HAVE REMEMBERED!”

Milo grabbed Nora.

Benny grabbed Professor Pickle.

The entire carnival began collapsing.

And from somewhere below…

Elias screamed:

“RUN!”

Milo looked down.

The Ferris wheel was breaking apart.

The Memory Engine was falling.

The Ringmaster was coming.

And the mysterious boy was smiling.

Milo shouted:

“WHERE DO WE GO?”

Elias pointed toward the center of the carnival.

“THE CLOCK TOWER!”

Milo stared.

“WHY?”

Elias shouted:

“BECAUSE THAT’S WHERE THE REAL MYSTERY BEGINS!”

The Ferris wheel exploded.

Everyone fell.

Milo screamed.

Nora screamed.

Benny screamed.

Professor Pickle screamed.

And somewhere in the darkness…

The Ringmaster whispered:

“Welcome back, children.”

TO BE CONTINUED…