This is the second level, known only as 'The Carnival Level'. Much more incomplete than Level 1, This one consists of long constuction hills which allow Sonic & Tails to gain speed. Like the first level, there is a time limit, but it's been shortened to 1 minute instead of three. The level will continue on with no stopping, it will just rotate around over and over.

These long, double loops have Sonic & Tails defying gravity and gaining speed. It was not complete however, and usually ends up in one character falling off.

Some parts of the level stopp suddenly, most likely springs were going to be inserted, but were only added to the first level.

Soem large, long upward ramps are hidden around in some areas, and look like Sonic should be turned another 45 degrees around. Either they were just used for effect, or were meant to be like the one ramp in Sonic CDs Palmtree Panic Zone.

This item is also found through the level, like floating speaker which is showing off Sonics name.