Will and Jim are thirteen year old boys living in Green Town, Illinois. They will turn fourteen within a week. A lightning-rod salesman comes into town and warns the boys that a storm is coming. He gives Jim a lightning rod to put up on his roof. The boys visit Charles, Will's father, at the library and take out some books. Charles feels old, although he is only fifty-four, and he is tormented by an urge to be young and run like the boys. Charles and the boys learn that a carnival called Cooger & Dark's Pandemonium Shadow Show is to start the next day. While the boys are excited that a carnival has come so late in the year, Charles has a bad feeling about the carnival, and Will senses his father's fear. Jim fears nothing and wants only more adventure. The boys run out to watch the carnival arrive at three in the morning, and they run home after watching the tents get set up. Mr. Halloway is concerned that the carnival has arrived at a time when men are closest to death, locked in the depths of despair.
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