This is nicely made and looks good, albeit not making the best use of the carnival theme. I don't understand the challenge as there doesn't seem to be a timer or anything to cause a 'game over'..? Smaller things to add might be:
* Something to show you need to wait before pressing the buttons (in game mode #2).
* Different leaderboards for different game modes/difficulties.
* Some form of background for non-passthrough mode?
It's a great start, though, and I like that it works in passthrough.