Ben Hawkins is taken in by a travelling carnival on its way to a stint on the outskirts of yet another impoverished town. In Mintern, California, evangelical preacher Brother Justin receives a sign from God that awakens him to the possibilities of his own powers.
A practical joke by Jones leads Ben to a piece of the puzzle that is his past. Brother Justin is attempting to turn Chin's Chinese brothel into a house of worship for migrants. At the carnival, Sofie tends to her comatose psychic mother after she has a run-in with Ben.
When authorities of the cash-poor town of Tipton refuse to let the carnival set up, Samson reinvents the troupe as a religious-revival show with Ben as its main act. Brother Justin is ruling his own show at the former Chin's. A move that upsets his regular congregation.
On the road to Babylon, Texas, the carnies come face-to-face with nature's fury. Meanwhile, Brother Justin struggles with an ultimatum: give up his new migrants' ministry at Chin's, or face losing his old congregation at First Methodist.
As Brother Justin tries to make sense of a major catastrophe, the carnival rolls into Babylon, a tapped-out silver-mining town with a luckless history. A group of restless miners arrive just in time for the evening show - and the latest tragedy to befall Carnivale.
Thirsty for payback, the carnies get caught up in an obscure yet fascinating phenomenon known as "Carnival Justice". Brother Justin ends up wandering in the wilderness. Later, he swaps campfire stories with a group of hobos, one of whom is about to change Justin's life.
While Brother Justin rediscovers his 'birthright' on the banks of a river, his sister Iris gets some unexpected support from an attentive radio reporter. At the carnival, Rita Sue and Stumpy argue over their family's future.
Samson sends Ben on a road trip to enlist a new attraction, where he encounters long-time carney rival Phineas Boffo. Meanwhile, while Brother Justin is receiving treatments for 'religious excitation', Tommy Dolan is posing a rallying cry for his radio listeners.
Ben tries to stave off the torments of his dreams by staying awake, but the lack of sleep is taking its toll. Samson looks to drum up new business by resurrecting several tried-and-true scams. In Mintern, Iris reaches out to Brother Justin over the radio airwaves.
Brother Justin returns to Mintern to chart out a new direction for his ministry. At the Carnivale, Samson's loss is Lodz's gain and Libby catches on to her mother's deception. Ben and Samson come up empty in search of information about Scudder's whereabouts.
With Management's blessing, Lodz hatches a plan to 'reach' Ben, who is vulnerable after letting his guard down. In Mintern, Balthus is concerned about the influences surrounding Brother Justin, as well as some fiery allegations that Tommy Dolan threatens to make public.
Faced with a crisis of life-and-death proportions, Ben turns to Lodz for advice and ends up meeting with Management. Balthus and Brother Justin contemplate the former's "greatest evil", with the latter pondering the prospect of salvation vs damnation among his flock.