Jim Nightshade: Born 1 minute before midnight on October 30'th, he seeks to use the power of the carnival to become older.
Will Halloway: Born 1 minute after midnight on October 31'st, he is Jim's best friend and son of Charles Halloway. He wants nothing from the carnival.
Charles Halloway: Will's dad. He is tempted by the carnival with his youth at one point.
Mr. Dark/The Illustrated Man: Co-owner of the carnival. His body is covered with moving tatoos.
Mr. Cooger/Mr. Electrico: Co-owner of the carnival. He uses the merry-go-round's age changing powers to look like other people. Jim and Will use it to age him 100 years, he then becomes a carnival freak named Mr. Electrico.
Lightning Rod Salesman/Dwarf: A man who sells lightning rods. He is taken by the carnival and made to look like a dwarf, with no memory of his former life.
Witch: A blind witch in the carnival who can control things. Laughter and smiles hurt her.
Carnival: Not a character but is still very important. A mysterious carnival with real freaks. it draws people in with promises of youth or age.
Good Points: Thrilling
Bad Points: A bit slow