"It's awesome to actually have this downtown! I think one of the things I really love is seeing all the families that are out here," said Jennifer Cocohoba.
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Everything from food, to games, to prizes was there.
And, of course, the rides.
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Some of which were popular with kids, although unpopular with their parents.
"I don't know. This roundup one looks a little intense," said Adam Bristol.
This is the first time the city is hosting the carnival.
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Officials say they want it to be a way to not just bring out local residents, but also to help revitalize a sometimes struggling area.
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"We want to be able to have these outdoor, open spaces so that makers and businesses of San Francisco can be out here in plazas like this," said Mayor London Breed.
Breed says this is only the first of a series of ongoing events the city has planned in neighborhoods around San Francisco.
She tells us UN Plaza is another area being looked at.
"At the end of which there will be a new skateboard area, there will be outdoor ping pong tables, there will be chess tables, a fitness court," said Phil Ginsburg of SF Recreation and Parks.
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Many families here say they support those efforts.
Because despite the problems SF faces, there's no where else they'd rather be than the city by the bay.
"San Francisco has its own magic. We've always had it. Every generation seems to kind of recreate their own magic, and I feel like we're about to go through a Renaissance," said Jose Adriazola.