The tense moments were caught on camera late Friday night after fair officials say the gondola car began to tilt.
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Officials say the employee jumped into action and climbed up the ride to adjust it back to normal, but then fell.
The car flipped back into place, but the two boys inside were left swinging.
Their mothers watched from the ground as another employee was able to climb up and free the boys.
"I felt helpless and it was the scariest moment," mother Brenda Kindle said.
"That's your babies up there. You can't do anything to protect them. You're at the bottom just lifeless," mother Angela Roach said.
One of the boys was able to give his reaction to the ordeal.
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"I thought that something bad was going to happen like one of us was going to pass. I'm never going to do no more rides at the fair unless it's a bumper car, that's the only thing I might do," Hunter Kindle said.
The fair worker was taken to the hospital with minor injuries. He was released by Sunday morning.
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