In the summer of l971 we worked a photo booth. For $15, couples costumed-up for the fantasy portrait of their choice. We had racks of dresses and suits, uniforms and hats, guns and holsters -- and ordinary citizens morphed into gangsters and molls, cowboys and cowgirls, priests and tarts ... whatever.

Our booth was under the Fantastic Whirl-a-Gig -- a crazy, tilting centrifuge, guaranteed to make you laugh and scream. The ride also shook loose a small hail storm of loose change that fell out of people's pockets and onto our photo booth.

As the fair was breaking down, we were approached by the two guys who ran the Whirl-a-gig. They demanded that we hand over the money that had fallen on our booth. We refused. After a long stare-down, the guys spat at our feet and left. Louie came to see us almost immediately afterward.

Louie explained that running the Whirl-a-Gig was a prime job precisely because of the loose change it threw off. By carney rules, the money that fell on our booth belonged to the two toughs who ran the ride. They had asked Louie to mediate as a courtesy -- they knew that we were ignorant and deserved one chance to do the right thing. Louie advised us to give them the money cheerfully, or, risk that they would break our legs and take the money.

After that episode, I watched Louis operate with a dawning respect that grew to awe. Louie was a gifted executive. He was honest and tough and he set sensible priorities. Carneys could be coarse but not dirty; their rides were required to be clean and neat. Louie tolerated smoking and drinking but not rudeness to the marks.

A few weeks into the summer, Robert Miller from Toronto took over as boss of the fair. Stepping out of his huge Cadillac, he adopted a clipped, military tone. He said that we could call him "Mr. Bob," but it was clear that his first order of business was to set a tone of obedience. Louie sighed. Privately, he said that Mr. Bob needed an education.

I watched in fascination as Louie tutored our fearless leader. Louie put on a stupid act, confused by the simplest order. In response, Mr. Bob adopted a patronizing tone, speaking slowly and at raised volume, as if addressing a dull or non-English speaking person. Of course, Louie was no fool -- only Mr. Bob didn't notice that he was being set up. When the time was perfect, Louie delivered the coup de grace.

We were breaking down to travel to the next town. At the head of the caravan was the carnival's huge semi-trailer. Next in line was Mr. Bob's big Caddy, followed by the rest of the crew. Mr. Bob had ordered departure on the dot at noon but we were at a standstill. The hold-up was Louie. Mulishly, he refused to drive, shaking his head as Mr. Bob alternately ordered and pleaded with him to get going. We all got out of our vans and watched as Louie educated Mr. Bob.

In full stupid mode, Louie used his hands to demonstrate that there was not enough room to turn the big semi out of the fair grounds. This was plainly a crock, but it forced Mr. Bob to use his hands to demonstrate that the road ran nearly straight out of the fair grounds. Louie continued to shake his head, and as the battle of the hands went on, Mr. Bob became aware that all of us were grinning and snickering at him -- not only had Louie defied his orders, but Mr. Bob had been manipulated into arguing with his hands and had lost the argument, to boot.

Frustrated, authority on the line, frantic to get his way, and forgetting that his car was right behind the huge semi, Miller ordered Louie to back up, creating more room to drive forward and out of the fairgrounds. "Now, Louie," he said, "pay attention to me. You are going to put that truck in reverse. You have to trust me ... I know what's best. Now, let's back that truck up."

Louie looked Mr. Bob in the eye, dropped his stupid affect, and lowered the boom. "OK, Mr. Bob", he said, "you're the boss." The big semi lurched backward and there was a loud crunch as the front of Mr. Bob's Cadillac crumpled. As he knelt to inspect the damage, Mr. Bob realized how Louie had arranged his public humiliation. From that moment, he retreated to the sidelines, leaving the carnival in Louie's hands, where it had always been.

Tuck Kantor is a Westport resident.