- William "Will" Halloway
- Born one minute before midnight on October 30, Will is described as having done "only six years of staring". He is described as having white-blonde hair with eyes "as clear as summer rain". Will is naturally obedient and wary of getting involved in difficult situations; nonetheless, he takes on an active role in fighting the carnival's evil power.
- James "Jim" Nightshade
- Born one minute after midnight on October 31, Jim is brooding and brash, acting as a foil for Will's cautiousness and practicality. He is described as having wild and tangled chestnut brown hair and eyes the color of "green-glass fire". Jim yearns to become older, which makes him vulnerable to the carnival's temptations, but he is ultimately saved by his friendship with Will.
- Charles Halloway
- A middle-aged man who starts out in the novel as quiet and unhappy. He's not very close to his son, but eventually gains self-awareness and faith while up against the carnival (defeating the "Dust Witch" and "Jed/Mr. Dark"). He becomes a fighter in his own right by the end of the novel, along with gaining the admiration, love, and friendship of his son.
- G. M. Dark
- The main antagonist, he is a sinister man who bears tattoos all over his body, one for each person successfully tempted into joining the carnival. Mr. Dark initially holds sway over the other main characters, but his power weakens when Charles uses positive emotions against him, something he cannot comprehend or withstand. Dark's background is a mystery, although when asked if he reads the Bible, he replies, "I've had every page, line and word read at me, sir!" This could refer to a possible Christian upbringing, or his victims quoting.
- J. C. Cooger
- Dark's partner in running the carnival, Mr. Cooger, is a fierce, red-headed man who is first seen repairing the carousel. He catches and terrifies Will and Jim until Mr. Dark intervenes. In the guise of her twelve-year-old nephew, he is able to persuade Miss Foley to come to the carnival. The tables are turned on him, however, when Will increases the speed of the carousel as Mr. Cooger is riding it, causing him to rapidly age to the point of decrepitude. At the climax of the book, he crumbles into dust and dies when the freaks accidentally drop him while carrying him back to the carousel. Like Mr. Dark, his origins are unknown.
- The Dust Witch
- A blind soothsayer possessing a sixth sense and the ability to perform many feats of magic, the Witch is portrayed as one of the carnival's most dangerous members. However, her increased sensitivity to the presence and emotions of other people makes her vulnerable to positive feelings. Charles uses this weakness to kill her with a bullet carved with a smile. Her origins are unknown, but she is illustrated on Mr. Dark's wrist as a "black-nun blind woman".
- Miss Foley
- A fifty-year-old schoolteacher of Will and Jim. Much like the other victims of the carnival, Miss Foley wished to become young. Her wish is granted, although she is transformed into a little girl with all her memories intact, unable to return to her former life and with no one to take care of her. It is not stated in the novel what happened to Miss Foley at the end.
- The Skeleton
- An extremely thin, skeleton-like creature who is one of the more frequently appearing freaks. Like all of the other freaks, he once desired to be younger and was eventually tricked into joining the carnival. The Skeleton appears to be one of the more loyal freaks as, near the book's end, he takes the time to carry the recently deceased and young Mr. Dark with him after all the other freaks ran away. He is last seen walking away into the hills that border the town.
- Tom Fury/Dwarf
- A lightning rod salesman who, succumbing to his desire to see the Most Beautiful Woman in the World, is turned into an insane dwarf by the carnival and is recruited into it, with no memories of his former life.
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