Will and Jim are two boys with a love of reading. It just so happens that Will’s father is the curator of their local library in Green Town, Illinois. These boys have been friends and neighbors ever since they were children. Their child adventures are something you would expect from Huckfin and Tom Sawyer if they were in this setting. The problem of the story begins when the two boys find a flier for a carnival. Will’s father is weary of having a bunch of freaks in the town. The night before the carnival is supposed to arrive, Will and Jim sneak out and go to the site. Jim’s mother says, “’You’ll live and get hurt,’ she said, in the dark. ‘But when it’s time, tell me. Say goodbye. Otherwise, I might not let you go. Wouldn’t that be terrible, to just grab ahold?’” Jim’s mother realizes Jim’s sense of adventure and how he wants to remain free and independent. She wants Jim to let go of some of his independence and let other people into his life. On their travels they find that at exactly midnight, a black train pulls up. On it is everything required for a carnival. The strangeness began when the carnival was finished being set up. It only took one hour and the workers were able to do it in complete silence.
Along with the carnival came a plethora of creepy people. On another one of their midnight adventures, Will and Jim lay witness to a magic act that was not like pulling a rabbit out of a hat. Mr. Dark, the head honcho of the carnival got onto the merry-go-round as it travelled backwards. Mr. Dark turned from somewhere in his 30s, to a small child. The merry-go-round caused anyone who went on it to either age or become younger. The two boys spend the next several days trying to hide as the freaks from the carnival seek them out. Mr. Dark doesn’t want his secrets to be revealed. The boys began to notice that some of the townspeople they knew were vanishing. They feared that Mr. Dark was recruiting them in his group of freaks. One of Mr. Dark’s most valuable freaks went by the name Witch. She was a blind old woman dressed in rags. The boys believed that she could sense their souls and find out where they were. Although it wasn’t exactly certain what her abilities were, she managed to find them. Will decided to seek help from his father. Will’s father was able to research the so called “Dark Carnival” that came to their town. He found fliers that dated back hundreds of years with the same names on each one. During the climax of the story, Mr. Dark is in a fight with Will’s father. Just before crushing Will’s father’s hand, Mr. Dark said, “’Not words, old man,’ said Mr. Dark. ‘Not words in books or words you say but real thoughts, real actions, quick thought, quick action, win the day.’” These freaks fed off of peoples fear. Once Will’s father and the boys knew this they could fight back. Armed with nothing but a smile on their faces, they resolved their town of the evil Dark Carnival.