Bear usually spends his days on the beach, singing and watching birds, but when he leaves to visit a carnival, his dream of flying may just come true.

In this third story of Little Elliot and Mouse, the friends head off in search of adventure . . . and lots of fun! Little Elliot, the polka-dotted elephant, and his friend Mouse go to the amusement park to see the sights and ride the rides-water chutes, roller coasters, carousels, and more. But Elliot isn't having much fun-the rides are too wet, too fast, too dizzy, and just plain too scary-until Mouse figures out a way to help him overcome his fears....