When Samantha obtains the final piece of the Amulet, both factions hope to gain it during the school play of The Phantom of the Opera. Mark is attracted to Samantha again, and attempts to tell her but does not have the chance. During the performance, Chuck, who is playing the Phantom, throws up. While Mr. Cheseborough despairs, Mark hijacks the narrative of the play when Lord Fear invades the stage, and is mistaken for Chuck (whose costume was based on Lord Fear's appearance). The play becomes a surprise success, and Dirty Rat obtains the Amulet piece. Sparx sneaks into the carnival but is taken captive by Lady Illusion
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