Miles takes Little to a friend of his, a widow called Lady Partridge, who lives with her many cats in a treehouse made of her own antiques. Partridge gives them shelter and Little tells her story—she is actually a 400-year-old Song Angel who fell from the sky along with her friend Silverpoint, a Storm Angel. After seeing Silverpoint protect Little from a mean clown by shooting lightning bolts at him, the Great Cortado kidnaps and separates the two; he takes Silverpoint to a mysterious place called the Palace of Laughter and forces him to perform there to protect Little. To prove her ability, Little sings Miles' stuffed bear, Tangerine, to life. Miles and Little decide to find the Palace of Laughter and rescue Silverpoint.