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We start the story where we see the masks (Monster, Fox, Night Angel, Sun, Piglet and Cotton Candy) on their flying device taking a ride across town when they notice something strange in the forest area. It looked like a Ferris Wheel with a few missing passenger cars, they went to have a look. They parked near a no trespassing sign and they wondered why someone puts that sign up, it wasn't like anybody lived in it. But once they got to the entrance, they saw it was a gate and it was chained locked. The masks then noticed their was a board loose and they went in through the loose board where they saw a pathway leading to a ticket booth, upon looking around more they saw that everything had been taken over by the forest and they can tell that the place used to be a carnival at one point in time as they can see that their were rides, concession stands and even prize games, they also saw that all of the toy prizes were all but completely destroyed...except for one. It was a huge teddy