Tails drops Sonic into a playful carnival filled with balloons, pinball bumpers, and cannons to launch from, although unlike Casino Night Zone in Sonic 2 there are no slot machines.Carnival Night Zone is the longest of all zones available in Sonic the Hedgehog 3 (and Sonic 3 and Knuckles as well).
Halfway through this Act, Sonic must push a rotating cylinder down through a slot low enough for him to escape through. This is completed by pressing up and down on the D-Pad, without jumping.
Sonic and Tails face Dr. Robotnik, who this time drops a large sphere and uses it to create an electric storm that draws the pair towards its discharge.