Great composition. The colors are a little muddy though. Lighter tones or something is sepia would have helped, I think. Also, the border doesn't really work. Makes it feel too tight -- especially the bottom.
I'm going through the entries, stopping at those images I feel have had the benefit of an unconventional eye and dwelling a little longer to try to see and appreciate what you saw. This is one of those images.
Positives: Great atmosphere you have captured here - none of the fun of the fair but I like it. The coloration works really well and I get a real sense of being there.
Critical stuff: It looks just the tiniest bit dark to me, I think I would have raised the luminosity of the mid-tones just a tad.
Overall: A very nice image. Crafted and effective.