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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

Festival Fun Parks, LLC,
and Palace Finance, Inc.
(Exact name of obligor as specified in its charter)

Delaware	77-0486724
Delaware	20-4503654
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4590 MacArthur Boulevard Suite 400. Newport Beach, CA	92660
(Address of principal executive offices)	(Zip code)

10⁷/8% Senior Notes due 2014
(Title of the indenture securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

        None with respect to the trustee.

        No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 22nd day of May 2006.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/  LYNN STEINER Lynn Steiner
Vice President

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EXHIBIT 6

May 22, 2006

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefore.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/  LYNN STEINER Lynn Steiner
Vice President

EXHIBIT 7

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2006, filed in accordance with 12 U.S.C. §161 for National Banks.

				Dollar Amounts In Millions
ASSETS
	Cash and balances due from depository institutions:
		Noninterest-bearing balances and currency and coin		$	13,188
		Interest-bearing balances			2,112
	Securities:
		Held-to-maturity securities			0
		Available-for-sale securities			46,749
	Federal funds sold and securities purchased under agreements to resell:
		Federal funds sold in domestic offices			2,381
		Securities purchased under agreements to resell			940
	Loans and lease financing receivables:
		Loans and leases held for sale			42,881
		Loans and leases, net of unearned income	247,315
		LESS: Allowance for loan and lease losses	2,106
		Loans and leases, net of unearned income and allowance			245,209
Trading Assets					7,021
Premises and fixed assets (including capitalized leases)					3,896
Other real estate owned					423
Investments in unconsolidated subsidiaries and associated companies					344
Intangible assets
	Goodwill				8,780
	Other intangible assets				14,473
Other assets					27,405
Total assets				$	415,802

LIABILITIES
Deposits:
	In domestic offices			$	284,964
		Noninterest-bearing	80,972
		Interest-bearing	203,992
	In foreign offices, Edge and Agreement subsidiaries, and IBFs				30,665
		Noninterest-bearing	4
		Interest-bearing	30,661
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices				9,385
	Securities sold under agreements to repurchase				5,131
Trading liabilities					5,941
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)					5,258
Subordinated notes and debentures					8,114
Other liabilities					29,729
Total liabilities				$	379,187
Minority interest in consolidated subsidiaries					50
EQUITY CAPITAL
Perpetual preferred stock and related surplus					0
Common stock					520
Surplus (exclude all surplus related to preferred stock)					24,693
Retained earnings					11,094
Accumulated other comprehensive income					258
Other equity capital components					0
Total equity capital					36,565
Total liabilities, minority interest, and equity capital				$	415,802

        I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin
Vice President

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Carrie Tolstedt
John Stumpf                                                           Directors
Avid Modjtabai

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