When Carnivale sets up show in Ingram, Texas, Ben sets out to find some people who knew Scudder and stumbles into a bizarre moonshiners camp which proves both painful and revealing. Meanwhile, Stroud continues his quest to find Scudder by investigating the mining accident in the ghost town of Babylon. At Carnivale, Sophie still refuses to read Ben's future through the tarot cards, but the cards soon reveal something without Sofie's assistance. Ruthie's luck with her snake charming skills seem to be turning against her. Stumpy pitches Rita Sue and Libby to an underage audience, and he later gets a visit from a menacing bookie looking to collect. In Mintern, Tommy Dolan continues his investigation into the arson incident, while Brother Justin takes the catatonic Reverend Balthus under his wing, as well as takes advantage of his young and naive new housekeeper, Celeste.
Set in the 1930s Dust Bowl, 18-year old Ben Hawkins finds himself all alone in this world when his mother passes on. But a travelling Carnivandagrave;le takes him in. We also see the story of Brother Justin, a priest who is trying to find his way in the world. Little do Ben and Justin know, but they are to fight in a biblical battle. With help on the side (Ben with the carnie folk (Sofie, Libby, Apollonia, Ruthie, Samson, Lila, Lodz, Management) and Justin with his sister, Iris) they find out which side each are on and try to battle with the other for what they believe.