Jim Nightshade
Jim was born one minute after midnight on October 31st (Halloween). He is thirteen years old at the start of the novel. Of the two friends in the book, Jim is dark, brooding, more impulsive and impatient compared to Will. He wants to know everything and is obsessed with the idea of growing up. The carousel, with its ability to make people older, therefore holds special sway over Jim throughout the course of the novel. In the novel's climax, he rides the carousel for one-and-a-half rotations, aging a corresponding one-and-a-half years. By the end of the book, however, Jim begins to accept his age and the limitations - and joys - that come with it.
Will Halloway
Will was born one minute before midnight on October 30. He is also thirteen years old at the start of the novel, a mere two minutes older than Jim. Of the two boys, Will is the more cautious and innocent. Unlike Jim, he does not feel the need to grow older, and he is not particularly tempted by the carousel. In the novel's climax, he rides the carousel for a half-rotation, aging a corresponding half-year. Like Jim, Will changes throughout the course of the book. As Jim becomes more and more obsessed with the carnival, Will begins to assert himself more and displays a greater wisdom and intelligence. He also develops a close relationship with his father, Charles, from whom he is initially quite distant.
Charles Halloway
Charles is Will's father. He is fifty-four years old and feels every year of it. No longer the athletic young man that he used to be, in the beginning of the novel Charles looks at his son and grows depressed, wishing to become the boy he once was. Like Jim, he is drawn to the carnival and the promise of the age-altering carnival. Charles, however, wants to ride the carousel backwards. As the story progresses, Charles develops a closer relationship with his son. Like Jim, Charles also begins to make his peace with his age by the end of the novel.
Tom Fury / The Dwarf
Tom Fury is the lighting rod salesman in the first chapter. He gives the boys a complimentary lightning rod because he worries for their safety. He also makes a brief appearance later in the novel, just before the carnival comes to town. Later, he reappears as The Dwarf, an insane being apparently transformed by carnival for some transgression, though the exact reason for his change is not clear.
Miss Foley
Miss Foley is the boys' school teacher. Like Charles, Miss Foley yearns to be younger and is drawn to the age-changing power of the carnival. Her nephew, Robert, is staying in her house for the week, though Robert turns out to be none other than Mr. Cooger in disguise. Miss Foley ultimately rides the carousel backwards until she is a young girl. The boys find her sobbing under a tree and promise to help her, but when they return she is gone. She does not reappear for the remainder of the novel.
Mr. Dark / The Illustrated Man
Mr. Dark - along with Mr. Cooger - is the proprietor of the carnival. He has been alive for an untold number of years, leading carnivals across the country. He rides the carousel to stay young. His carnival feeds off of the fears and desires of others, and as the leader of the carnival, Mr. Dark can be imagined to do the same. His body is covered in tattoos that writhe and dance as he flexes his muscles; therefore he is also known as the Illustrated Man. When the boys learn the evil secret of the carnival, he hunts and kidnaps them. In the climax of the novel, he makes himself younger on the carousel and approaches Charles as a boy. When Charles discovers this deceit, he hugs the now-young Mr. Dark, "starving" him of the fear and desires that he needs to survive, and thus killing him.
Mr. Cooger / Robert / Mr. Electrico
Mr. Cooger is the co-owner of the dark carnival. The boys hide in a tree as he mounts the carousel and rides backwards, transforming himself into a boy of twelve. They follow him to Miss Foley's house, where he masquerades as her nephew, Robert. He frames Jim and Will as robbers and then runs back to the carousel to make himself older. As he rides the carousel, the boys take over the control and age him until he is a shriveled mummy. The boys think Mr. Cooger is dead, but Mr. Dark resurrects him with a 100,000 volt jolt, dubbing him "Mr. Electrico". At the end of the story, the mummified Mr. Cooger collapses into a cloud of dust.
The Dust Witch
The Dust Witch plays the most prominent role of all the carnival members. Her eyes are sewn shut, but she can "see" by waving her hands and fingers, sensing not just obstacles but also emotions. She pilots a balloon to mark Jim Nightshade's house for the benefit of Mr. Dark, and she is also sent by Mr. Dark in a failed attempt to kill Charles. She is ultimately killed during a performance of the "magic bullet trick," when Charles marks a wax bullet with a drawing of his smile and kills her with it.