The Kent Bros. Carnival, later dubbed as the Carnival of Doom is a primary location of the franchise. It shelters Lord Fear and his gang when they appear on Earth and it becomes their new home, naming it after their base in the Sixth Dimension. The Kent Bros. Carnival is a rundown carnival on the outskirts of Conestoga Hills, but is shown to attract a large amount of guests to keep a profit. It is run and owned by Duff Kent.
According to the banner at the entrance of the carnival, the Kent Bros. Carnival was first opened in 1883 by the Kent Family, presumably by the infamous brothers. It is unknown if Conestoga Hills was around at this time, but it likely was due to the presence of the town's observatory around 1930. At some point, the carnival came into the ownership of Duff Kent. The carnival also became rundown and closed, apparently no one had visited the carnival in "a billion years" according to Chuck Mugel.
Duff met Lord Fear and his gang in September, 2002, and they became residents of the carnival. The carnival then reopened two days after their arrival, possibly due to Lord Fear's request (although it is possible that the carnival was meant to reopen on the date, and Lord Fear's arrival was just coincidental). Under the new name of the Carnival of Doom, the business became quite good. However, the carnival became the headquarters for Lord Fear and his gang, and many battles occur with Ace Lightning and the other Lightning Knights. The villains were eventually defeated but returned three months on with a new leader named Kilobyte. During this lull several new attractions were added. In the end, all of the villains were defeated again, leaving Duff alone in the carnival. In the last episode, Duff is seen on a news programme trying to promote his carnival as "family friendly".
- Duff Kent, carnival owner, runs the attractions and closes the carnival.
- Carnival Booth Employee, a male nasal-voiced carnie who is really a disguise for Lady Illusion. He first appears in Episode 2 and gives Samantha Thompson and Brett Ramirez toy rabbits, one of which is really Dirty Rat armed with a bomb. He reappears in Episode 24 and Episode 35 in search of Amulet pieces.
- Samantha Thompson, worked in the carnival for one day but was driven away when attacked by Zip and Snip.
- Lord Fear, self-proclaimed owner of the carnival.
- Staff Head
- Lady Illusion
- Kilobyte, third owner of the carnival although he is not self-proclaiming like Lord Fear.
- Dirty Rat
- Fred, Kilobyte's pet wasp, lives behind the Haunted House.
- Previous Kent Family Members
- The Haunted House, the iconic image of the carnival. The Haunted House is a large ghost train ride which is also the hideout for Lord Fear and most of his minions. Visitors travel around in purple-coloured carts built for about six people. The organ room also doubles as a lounge for Duff and contains the carnival's power switches.
- The Midway, lined along the middle of the carnival, several carnival booths featuring various games like a coconut shire, ball-throwing games and a shooting gallery. Duff can be seen working in the booths. Lady Illusion also works here occasionally as male carnie.
- Tunnel of Love, a slow-moving romantic attraction where Random Virus is hidden here by Lord Fear.
- Funhouse, an indoor but cramped funhouse built inside a large shed-like building, straight to the right of the entrance. Heather Hoffs, Brett Ramirez and other students were trapped in here by Lord Fear but rescued by Samantha Thompson.
- Twister, a ride featuring several spinning carriages built onto several arms off the main vehicle. Chuck Mugel, Horace Cheseborough and Pigface have all suffered pain and suffering at the hands of this ride.
- Carousel, a carousel ride featuring rotating vehicle carriages. Chuck and Samantha went for a wild ride on this attraction when hiding from Zip and Snip.
- Test-Your-Strength Machine, a strength-testing game which Anvil morphs into. The game involves a person attempting to hit a bell at the top of the stand with a large mallet. Ace beat the game (sending the bell flying), as did Chuck during his Thunderfoot period (though he simply rang the bell). In the Gameboy Advance video game, the strength machine is a minigame which follows the same rules as the actual game. If Ace loses, he angrily throws the mallet into the air but gets clobbered by it.
- Puppet Theatre, a puppet show booth which Googler morphs into.
- Bowling Alley, a bowling alley built beside the Haunted House. Googler and Lord Fear play against eachother here.
- Minigolf, a Wild Western-based miniature golf course that covers the entire left wing of the carnival. Rotgut morphs into the ninth golf hole.
- It is common belief that Duff shares the carnival with an unseen brother, due to the carnival's name.