The song begins with a distant, echoing calliope melody that slowly builds in intensity, accompanied by the creaking of old carnival rides and the whispers of ghostly voices. As the piece progresses, discordant organ chords and unnerving sound effects, such as the laughter of children and the clanking of chains, join the arrangement, creating a sense of growing unease. The tempo fluctuates between slow, suspenseful passages and frenzied, chaotic segments, mirroring the unpredictable nature of the haunted carnival. The instrumentation features a combination of traditional carnival instruments, like the calliope and pipe organ, alongside unsettling electronic textures and distorted samples. The overall atmosphere is dark, mysterious, and filled with an underlying sense of dread, as if the listener is exploring the abandoned grounds of a once-lively carnival now possessed by malevolent entities