When the Carnivale stops outside Creed, Oklahoma, they receive an uninvited visitor: Varlyn Stroud who begins asking questions to Jonesy, and later to Samson, about where to find Scudder. Meanwhile, Rita Sue bails out Stumpy for his $400 gambling dues, but he bets (and loses) all of the money on a big fight anyway. In Mintern, Justin pushes Dolan to make a decision while Iris confesses to Dolan about being the one responsible for the ministry fire. Back in Creed, Ben pays a visit to an elderly mask-maker for information about Scudder, which turns into a literal nightmare. Ruthie confides in Sofie about her visions of seeing dead people, including Lotz and Apollonia. Sofie also finally reads tarot cards for Ben who thinks he finally knows where to find Scudder. At the end, Justin receives a mysterious gift: a passing mask of himself and when he puts it on... he sees Ben.
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.