The event has everything from inflatables, to face painting, to free food, to a free book give away, and wonderful live performances.
More than 2,000 Chester residents come to enjoy the annual event, which has been going on for a decade.
The Foundation began after the unexpected death of Andrew L. Hicks Jr., who felt a connection to The City of Chester after doing service work in the community through his church.
The Fall Carnival is a way to let the community get to know the foundation and its volunteers and all of the programs they have to offer, organizers said.
"This year, we have a dozen community partners which are all offering services, resources, early child development. They're giving away coats, lead testing in the home," Program Director Nicole Goodson said. "When they get to 4th, 5th and 6th grade they can join our warrior guides mentoring program - its like big brothers big sisters, but with high school students."