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This eerie instrumental piece evokes the unsettling atmosphere of a twisted carnival. The main melody is carried by a distorted and detuned accordion, accompanied by the ghostly whispers of a calliope organ. The rhythm is driven by the steady beat of a marching band bass drum and the occasional clang of rusted cymbals. As the waltz progresses, it takes on a more frenzied and chaotic character, with discordant harmonies and unexpected key changes creating a sense of unease and disorientation.