For eight months a year, Wendy and Duke Trombetti spend their lives in a two-bedroom, 44-foot camper with Wendy's parents, on the road doing their routine: Pull in, set up, take down and move on.

Their household arrived at Loudoun County fairgrounds this week from the Delaware State Fair. In 12 hours, they and a crew of a dozen workers transformed a dry patch of grass into a flashy, bright midway of whirling rides, games and cotton candy and popcorn stands for the Loudoun County Fair, which opened yesterday and runs through Sunday.

"We're your modern-day gypsies," said Edward Gray, who is known as "Cherokee" among his co-workers and has been working as a carny since 1967. "We get to go and see places all the time." Gray, 53, of Battle Creek, Mich., is proud of telling fairgoers his travel record--38 states and Washington, D.C., in the last five years, April through November.

In the winter months, the Trombettis return to their home in Ruskin, Fla., where they fix up the old rides and buy new ones. Other regular carnies moonlight in the offseason, often as commercial fishermen or builders or concrete layers. And then they return to creating places of fun and smiles as they work together to set up the Ferris wheel and the hot pink Super Slide.

Some carnies don't know yet whether they are regulars.

Dan Robert Bolton, 26, put in long hours as a steelworker in Detroit, bought a house and prepared to get married. But after his fiancee left him, he "got fed up with life," he said, and joined Trombetti's group two months ago. To him, the carnival is an escape.

"It keeps your mind off the world," Bolton said, as he greased a ride. "Normally, when somebody comes to a carnival, they're happy, or at least you want them to be happy."

His partner, Gray, chided him to lift a support arm of the Gravitron. "This thing is a giant, round flying saucer that's going 85 mph just before the bottom drops out--or at least that's what everybody thinks," Gray shouted, gesturing with a tattoo-covered arm. "It's so cool."

For those who may be nervous to ride on it, Bolton joked, "I tell them every now and then we just push the dead ones out the trap door."

As they assembled the ride, Bolton and Gray at times lapsed into a language that belongs to the carnival. "Scratch a grab," Gray called out to a fellow worker. (Translation: Bring food.)

Leaning on a truck a few feet away, Mike Mac, the "Scales Guy," rested and watched his fellow workers move seats and chains. Behind his gold-framed sunglasses, cigarette in hand, he seemed to be making mental preparations to guess fairgoers' weight.

Mac joined the carnival crew a few years ago and said he has never told a lie as he banters with spectators, telling stories of his offseason fishing trips as he sizes them up. He just makes a few "changes" in his stories, he said.

About 20 feet away, Eric Peterson took his work seriously--rarely pausing as he helped set up the 90-foot-high Ferris wheel, shouting orders to Everett "Manny" Witherspoon in a thick Boston accent.

"We've got to lay two decks on it, drop the sweeps and put me in some seats and we've got it," he told Witherspoon. They can put up the giant wheel in 4 1/2 hours, and they promise that they are experts.

"If you make one mistake, somebody's dead or you're dead," said Peterson, 24.

Witherspoon, who has a wife, five sons and two daughters at home in Camden, N.J., said joining the carnival 15 years ago helped him straighten out his life. "I used to be a crack monster, but I just wanted to do things differently," said Witherspoon, 37. "I needed an out, and this worked for me."

Duke Trombetti, 41, wants a tight, clean operation.

All of his workers must comply with the rules: No beards, no long hair, clean jeans and purple or gray uniform T-shirts when running the rides. Even when setting up the rides in 90-degree heat, he frowns on seeing a bare-chested man. He prefers not to call his operation a carnival but rather a "traveling amusement park."

When Wendy Trombetti was a child, her father quit his job as a school lunch administrator to start a traveling fun house and souvenir shop. Duke Trombetti started his career in the carnival business more than a decade ago, selling cotton candy at a circus. Last year, he and Wendy started their own carnival show, World Wide Entertainment Group.

Duke rides around the carnival area on a Honda Civic scooter, checking on his workers. He is quick to point out that the carnival is for parents as well as kids.

"By the time this is all done, there will be 30 benches all around," he said. "If you've got a bench for a mom or dad to sit on and they keep handing their kids tickets, they'll stay longer."

He said his hardest jobs are finding good workers and keeping up the payments on the half-a-million dollars he has invested in the equipment: rides, trailers and trucks.

"It's hard, grueling work," said Wendy, 34, as she directed workers setting up her trailer office.

"You work a fair all day, passing out tickets, bags of popcorn and busting your fanny, and then you've got to tear everything down, get dirty and nasty and sweaty and then move it somewhere else."

But she survives on the smiles of children when she hands out the occasional free treat at state and county fairs.

"You see them crying or looking wide-eyed at the cotton candy bin," she said, "and you just want to give them a little something."

CAPTION: Carnival worker Mike Starner straddles a beam as he helps set up the "Music Express" ride. Watching below is fellow worker Chris Lincoln.

CAPTION: Carnival worker Edward Gray, also known as "Cherokee," has traveled to 38 states in the past five years.