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When Katy couldn't fall asleep right away, she decided to try counting sheep. She'd only gotten to Sheep #14 when she noticed that the sheep looked less like sheep and more likeā€¦ candy?

Sure enough, when Sheep #15 jumped past, it was made out of marshmallow fluff.

Katy sat up in bed. Everything had turned into candy!

As she sampled a lick of her candy cane bedposts, a strange chomping sound outside came to her attention. She hurried to the window and threw it open, glancing outside to find the source of the sound.

A clown with spiky hair was chewing on her house! "I'm terribly sorry, I shouldn't be eating your house," the he mumbled between bites, "but peanut brittle is my favorite!"

Katy climbed out the window and dropped onto the soft marshmallow lawn. "Here," he said with his big clown-smile. "Have a piece."

She took the proffered candy. As she munched, he explained. "All the guests are eating the Karnival and we need your help."

"Well, aren't people supposed to eat at carnivals?" Katy asked.

"Yes, of course," the clown said, taking a bite of a green apple taffy bush. "But they're not supposed to eat the park itself! Ever since everything turned to candy, people have been eating the paths, the fences, the buildings and even the rides! We're at a loss as to what to do!"

Katy couldn't help herself. She picked and nibbled at a salt rock candy rose. "Well, did anyone consider putting in a few food stands? Maybe if people had good food to eat, they wouldn't eat the Karnival." The rose tasted wonderful as it melted on her tongue. "And I hope you have a first aid station, because I'm sure there's going to be a lot of people with upset tummies!"

Click here to view the credits for custom objects used in Kiddie Karnival II.