Will is the almost 14-year-old protagonist. He has white-blond hair and was born one minute before midnight on October 30. His name is a play on “Halloween.” He is cautious, self-aware, and wary of the mysterious carnival when it first arrives. Will often asks questions and thinks carefully before acting. Jim, who more easily yields to base desires, is his foil, meaning that he highlights Will’s traits through contrasting ones. Will thinks: “I talk. Jim runs. I tilt stones, Jim grabs the cold junk under the stones […] I tend cows. Jim tends Gila monsters” (46).

Will constantly wonders whether he is “good,” interrogating his father about what it means to be good or evil. Charles believes that Will is genuinely good and wise: “Some boys [like Will] […] feel good, they look good, they are good […] And while Will’s putting a bandage on his latest scratch, Jim’s ducking, weaving bouncing away from the knockout blow which must inevitably come” (17). Jim is the one who wants to instantly be older, yet Will acts older by worrying about Jim and their friendship. Will is content with everything happening in its own time, but fears that Jim will leave him behind by advancing physically in age.