->"''By the pricking of my thumbs, something wicked this way comes.''"
-->--'''Mr. Hathaway'''

Thirteen-year-olds Will Halloway and Jim Nightshade are the best of friends, despite their contrasting personalities. A week before their fourteenth birthdays around Halloween, a [[CircusOfFear carnival]] comes rolling into town. Even though carnivals aren't uncommon in their time, October is a very late month for them to be still running in. That isn't the only odd thing about this carnival, as Will and Jim soon find out that its freaks are [[DealWithTheDevil offering]] townspeople more than cotton candy and amusement rides - offers that [[BeCarefulWhatYouWishFor turn out to be more than their receivers bargained for]].

Things become a lot more dangerous for the boys when the circus folk, led by the tattooed [[NamesToRunAwayFromReallyFast Mr. Dark]], get wind of [[HeKnowsTooMuch them knowing too much]] and plan to make sure that their secrets remain secret by bribery or trickery. Fortunately for Will and Jim, Will's father Charles Halloway proves the exception to the AdultsAreUseless rule and becomes a valuable ally. Even so, the carnival has more up its sleeve than the regular parlor tricks, and the lure of its offers may be too great for one of the boys to resist...

A novel by Creator/RayBradbury, somewhat of an expansion of "The Black Ferris", one of his earlier short stories. The story is more fantasy/horror than science fiction but still has his SignatureStyle all over it. Disney produced a film adaptation from a script written by Bradbury himself.

Compare ''Literature/FullTilt''.
!!This book contains the following tropes:
* AdaptationDeviation: A few plot points have been changed, but since the screenplay was written by Bradbury himself, the changes were pragmatic. (For example, the idea of putting a smile on a bullet would have been too goofy for a film.)
* AdultsAreUseless: Thoroughly averted; Mr. Halloway, once he's made aware of what's going on, rescues the boys and [[spoiler:singlehandedly brings down the carnival]].
* AdultFear: Mr. Dark [[FlawExploitation exploits]] all of the character's secret fears and desires. For example, Mr. Dark attacks Mr. Hathaway's regret of being an old father, and dying before his son can grow up.
* AndIMustScream:
** The Dust Witch "sews up" (it's actually invisible magic) Jim Nightshade's and Will Halloway's eyes, mouth, and ears. They're still aware of their surroundings, but they can't see, hear, speak, [[EyeScream blink]], or swallow.
** The victims of the carnival also share the same fate, as well as the lightning rod salesman.
* AwesomeMcCoolname: "Jim Moriarty Nightshade", anyone?
** {{Lampshaded}} by Mr. Dark, who suggests a WeCanRuleTogether of "Dark and Nightshade, or Nightshade and Dark."
* BadassBookworm: Charles Halloway, who could also be called a [[BadassGrandpa Badass Grandfatherly-Looking Father]].
* BeCarefulWhatYouWishFor: Both in the book and in the film. Don't listen to the carnival's promises of youth or freedom. Just don't.
* BigBad: Mr. Dark.
* CameBackWrong: Happens to [[spoiler:Cooger/Mr. Electrico; as in, his corpse is simply reanimated and controlled like some animatronic robot]].
* CareBearStare: The mere ''threat'' of a smile is enough to kill [[spoiler:the Dust Witch]], and ThePowerOfLove is what takes down [[spoiler:the Big Bad Mr. Dark]] in the end.
* CassandraTruth: The carnival people deliberately set out to ensure that no one will believe Will and Jim if they try to warn other people about them.
* CharacterFilibuster: Charles goes on for at least two chapters on his theories about the carnival's nature and intents. [[LampshadeHanging Lampshaded]] when he realizes how long he's talked and that the boys don't understand most of what he's just said.
* CircusOfFear: A very influential version of this trope; most modern versions owe something to this story.
* TheCorruptible: Jim's [[FearlessFool recklessness]], [[RebelliousSpirit rebelliousness]], [[TheUnfettered disregard for the rules]] and desperation to grow up make him far more vulnerable than NiceGuy Will.
* CorruptTheCutie: Mr. Dark takes an interest in Jim, thinking he'd be the perfect partner.
* DarkIsEvil: Literally with Mr. Dark, owner of the Carnival.
* DarkIsNotEvil: In a contrasting example, though, Jim is described as the "dark" child to Will's "light" from the beginning, but he's consistently portrayed as "good" -- he's just more proactive in his fascination with the strange and unknown than Will is.
* DarkReprise: Miss Foley calls Jim and Will her "two whisperers". When Mr. Dark catches them:
-->'''Mr. Dark:''' Time to quiet these two chatterers. Time to still these two whisperers.
* DisappearedDad: The reason Jim's mother is so protective of him, which only makes Jim want to get away even more.
** Plus, she had three children. ''Had.''
* TheDragon: The Dust Witch seems to fill this role. It seems Cooger ''may'' have either been this or Co BigBad with Mr. Dark.
* EmotionEater: Mr. Halloway identifies Dark's carnival as "the Autumn people".
-->'''Mr. Dark:''' Yes. We are the hungry ones. Your torments call us like dogs in the night. And we do feed, and feed well.\\
'''Mr. Halloway:''' To stuff yourselves on other people's nightmares.\\
'''Mr. Dark:''' And butter our plain bread with delicious pain. So, you do understand a little.
* {{Epigraph}}: Includes a quote from Literature/TheBible and another one from ''Literature/MobyDick''.
* EvilCannotComprehendGood: [[spoiler:How Mr. Dark is destroyed in the book.]]
* EvilIsCool: Invoked - Jim certainly thinks so, and Mr. Dark plays it up as much as possible. The cool factor is just another lure.
* FauxAffablyEvil: Mr. Dark. It makes him absolutely ''terrifying''.
* FountainOfYouth / OvernightAgeUp: One revolution forward on the carnival's merry-go-round will age the rider one year; one revolution backward will de-age him/her a year. Naturally, the merry-go-round is the main source of attraction for the dissatisfied townspeople.
* GoodHurtsEvil: Subverted in that holy objects ''can't'' hurt the freaks and Mr. Dark openly mocks the possibility. [[spoiler:Played straight in that good ''emotions'' can. A smile actively hurts and finally kills the Dust Witch and ThePowerOfLove kills Mr. Dark in the end.]]
* HallOfMirrors: A school teacher gets lost in a Hall of Mirrors at the carnival while chasing a girl who looks like her at a young age.
* HeKnowsTooMuch: Who'd have thought that two boys would be such a threat to a carnival full of magical folks?
* HeterosexualLifePartners: Will and Jim. [[spoiler:Although it's [[AvertedTrope averted]] by the bittersweet hint that [[GrowingUpSucks it won't be this way when they grow up.]]]]
* HoistByHisOwnPetard: [[spoiler:Mr. Dark in his adult form is physically powerful enough to crush Charles' hand with one hand. It's only because he ages himself down for his final attempt to kill the heroes that Charles can overpower and kill him with ThePowerOfLove.]]
* IJustWantToBeSpecial: Downplayed with the three protagonists. Jim can't wait to grow up and enjoy the sense of freedom he's convinced it will bring. Will wants Jim's single-minded and [[TheStoic Stoic]] drive. Charles had wasted a large portion of his life ''trying'' to be what he considered "special"; now, he just wants to be young again like Will and Jim. [[spoiler: Will and Charles get over this and accept themselves well before the climax. Jim... [[TheCorruptible doesn't]].]]
* IndyPloy: Charles thinks to himself on at least one occasion that he's just taking whatever opportunities come along and he really has no idea what kind of plan he's carrying out. [[spoiler:Turns out to be fortunate, as it means that Mr. Dark can't read what he's up to either.]]
* LiteraryAllusionTitle: From ''Theatre/{{Macbeth}}'':
-->"By the pricking of my thumbs, something wicked this way comes!"
* MarkedBullet: Part of a magic trick held by the circus, but Charles uses it to his advantage by [[spoiler:carving a smile instead of his initials on the bullet and using it to shock the Witch into death.]]
** CallingYourAttacks: He mentally ''tells'' the Witch [[spoiler: "This is ''my smile'' on this bullet"]], which makes sense, so that the Witch can't confuse it for anything but a positive emotion.
* MeaningfulName:
** The boys find it cool that their names fit their selves so perfectly.
** Mr. Dark also thinks Nightshade's name goes well with his, as seen in We Can Rule Together below.
** There's also the name of [[GeniusBonus the carnival itself]]: the ''[[https://en.wikipedia.org/wiki/Paradise_Lost Pandemonium]]'' Carnival.
* NamesToRunAwayFromReallyFast: J. C. Cooger and G. M. Dark.
* TheNothingAfterDeath: Theorized by Charles.
* OddCouple: Will and Jim couldn't be more different, yet their friendship is unshakeable. Borders on HoYay at times.
** In fact, the only major difference in opinion they seem to have had before the dark forces invaded the town was whether they should continue [[DirtyKid to peep in on the more...intimate moments of their neighbors' lives.]]
* PoliceAreUseless
* ThePowerOfLove: [[spoiler:The only effective weapon against Mr. Dark and his followers, who run on negative emotions.]]
* PowerTattoo: Mr. Dark has tattoos of the other circus folk all over his body, signifying his control over them. He can hurt anyone tattooed on his body just by harming their tattoo. [[spoiler:After he's killed, the tattoos all vanish and return the freaks' free will.]]
* PurpleProse: Mr. Dark indulges in this.
-->'''Mr. Dark:''' Funerals, bad marriages, lost loves, lonely beds. That is our diet. We suck that misery and find it sweet. We search for more always. We can smell young boys ulcerating to be men a thousand miles off. And hear a middle-aged fool like yourself groaning with midnight despairs from halfway around the world.
* RepulsiveRingmaster: Mr. Dark is the creepy, DealWithTheDevil-making ringmaster of the CircusOfFear.
* RightUnderTheirNoses: At one point, Will and Jim hide under a grate in full view of the carnival because no one will think of looking for them in such an obvious place.
* SatanicArchetype: Mr. Dark, who preys on people's insecurities and [[DealWithTheDevil offers them their greatest desire, only to take control of them]].
* ShoutOut: In-universe, Jim's parents named him [[Literature/SherlockHolmes James Moriarty]] Nightshade.
* SpiritualSuccessor: To ''Dandelion Wine'', long before it received an official sequel in the form of ''Farewell Summer.'' The three books collectively are unofficially known as the "Green Town Trilogy".
* SpookySilentLibrary: Charles Halloway is the custodian of the town library. The boys seek out his knowledge and help, and wind up hiding from the carnival there.
* AStormIsComing: The novel opens with a lightning rod salesman warning of the coming storm.
* TakenForGranite: One of the Dust Witch's powers.
* TitleDrop: "By the pricking of my thumbs / Something wicked this way comes"
* VillainousBreakdown: Mr. Dark has several, but the big one comes when [[spoiler:Charles Halloway sees straight through his final attempt to win, being rendered near speechless with rage.]]
* WeCanRuleTogether: Mr. Dark offers this to Jim, though it's never revealed whether he was serious about his offer.
-->'''Mr. Dark:''' Youíll travel with us, Jim, and if Mr. Cooger doesnít survive (itís a near thing for him, we havenít saved him yet, weíll try again now) but if he doesnít make it, Jim, how would you like to be partners? Iíll grow you to a fine strong age, eh? Twenty-two? twenty-five?. Dark and Nightshade, Nightshade and Dark, sweet lovely names for such as we with such as the side shows to run around the world! What say, Jim?

!!Tropes that are specific to the Movie Adaptation include the following:
* AdaptationalAttractiveness: Pam Grier was cast as the Dust Witch, so they made the character into a beautiful and glamorous HotWitch instead of the stranger, creepier looking character of the novel.
* AscendedExtra: Tom Fury, the Lightning Rod Salesman.
* HoistByHisOwnPetard: [[spoiler:The Carousel]] ends up being Mr. Dark's undoing.
* MookFaceTurn / ShockAndAwe: In the film, [[spoiler: Mr. Electro kills the Witch]] with an electrified lightning rod.
* PragmaticAdaptation
* SparedByTheAdaptation: [[spoiler:Mr. Cooger]]