In the aftermath of his massacre of the Miagani braves, Elijah confronts Fancy and demands the truth about the death of Samuel Colt. Fancy claims she spent five years travelling with the Carnivale looking for the Ark, and found Colt in possession of it, but that when she confronted him, he keeled over dead in front of her. The two fight over Elijah’s inaction against Delian Sisula, and in her anger Fancy reveals to Elijah that he is her father – but renounces him, saying she considers the Temple her real parents. Her arguments shake Elijah’s trust in Samuel Colt’s account of his death, and townsfolk have overheard their argument, further eroding his already shaky reputation. Nevertheless, she’s unable to move him to action against Delian.
At the Carnivale, Dr Caligari and Cruz discuss their own plans to thwart Delian. Caligari counsels against a direct confrontation, and also warns Cruz not to trust Glend Hooks, who’s been working for Sisula most of his life. Caligari explains that Delian has been searching for decades for the key to unlock the power hidden in the Sierra Blanca mountains, but it’s been successfully guarded by the Miagani. Now, though, with many of their warriors killed by Elijah, Delian will be planning his assault on the mountain stronghold – and they won’t be able to get there first once his super-powered train leaves. Cruz takes a group of roustabouts and goes to the trainyard to wreck the train.
In his workshop, Emmett examines the helmet device he took from Delian in 1859, while Sarah sleeps and Tala Pack-Sister paces angrily, demanding he make sense of their trip through time. The helmet uses crude-yet-advanced batteries to feed electricity through crystals – the same kind of crystal in Tala’s forehead – to change their nature. Tala explains that the crystals come from the Cave of Spirits, and that Miagani champions accept them as a gift to help protect the tribe and the Cave. Impatient with Emmett’s theorising, Tala leaves to meet her tribesmen. He decides to confront Delian and prepares to leave, but Tala returns, crying and enraged after discovering that all the braves are dead! She runs off to kill their murderer, Sheriff Elijah, with Emmett running after.
At his hotel, a pleased Delian congratulates Glend on his success in handling the Miagani and Elijah. Horrified by his own actions, Glend demands that Delian finally reveal what was worth so many lives. A slightly drunk Delian explains that the crystals used in the Agency’s technology impart strange powers and are the source of every myth and legend of the supernatural. As a child, Delian found a cluster of crystals and they awoke psychic power within him; he used that power to lift himself from poverty and searched the world for more crystals and for those with similar gifts, who he believes should be the world’s rulers. Dreams of a great source of power brought him to Tribulation 20 years ago, but he was driven off by unknown meddlers; ever since then he has worked to consolidate his power and gather followers for a second attempt. He took the Box from Samuel Colt and killed him with his telepathic powers as part of this, but even the electrically-modified crystals within the Box pale before the power in the mountains. Now that Glend has manipulated Elijah into killing the Miagani’s braves, the way is open! Glend protests that Caligari has turned against them and recruited Cruz, but Delian accepts this; while he always thought it was Cruz’s power he would need, he now sees it was in fact Glend’s. Delian tells Glend to gather some Agency enforcers and take the Box to his train, where a device he calls the Galvanizer will turn it into a source of power; Glend is conflicted and disillusioned by this naked quest for power, but nonetheless obeys.
The ghost of Colt appears to Elijah, demanding revenge against Fancy, but Elijah believes Fancy’s story and suspects the Carnivale is to truly to blame. He prepares to finally ride against Delian, but before he can do anything Tala bursts into the Sheriff’s office and cuts his throat, killing him! Emmett and Fancy try to save him, but it’s too late. Emmett berates Tala for the murder, not believing that Elijah could be responsible for the slaughter, but Fancy says it’s true – and that even though she was his daughter, she can’t say he didn’t deserve death. As they argue, Emmett feels a massive and strange temporal disturbance – and Elijah returns to life! Before Tala or Fancy can act against the injured immortal, Emmett reminds them that they all want to stop the real enemy, Delian Sisula – and if they can get him to Delian’s train, he can make sure it doesn’t run.
At the trainyard, Cruz and his roustabouts arrive at the same time as Glend and his agents; the two men come together to parley before a fight breaks out. Glend says he doesn’t want to dance to Delian’s tune any more, but that destroying the train isn’t the answer – instead, he suggests they get on the train themselves and reach the mountains before either Sisula or Caligari! Cruz is deeply suspicious, but Glend reveals their past together in the orphanage in a bid to gain his trust – saying that whether they are truly related or not, they are nonetheless brothers in the only way that matters. Just as Cruz agrees to work with Glend, Delian approaches and telepathically demands to know what’s going on. Glend is unable to convince Delian to leave them be, and he strides across the yard towards Cruz and Glend just as Elijah, Emmett, Tala and Fancy arrive.
Emmett attempts to make a plan but becomes distracted once he sees the Box he runs off. Elijah calls out Delian, opens fire on him and also summons thunder to scatter the agents guarding the Box. Delian deflects much of the attack with his telekinetic powers and tosses Elijah out of the yard. While everyone else is distracted, Emmett opens the Box, which contains both pure and corrupted/volatile crystals, and feels a flash of memory – the Box was built by Emmett as the drive unit for something else. Emmett fills his pockets with corrupted crystals while Glend uses his burgeoning telekinesis to throw the Box onto Delian’s train. While the others take cover in the damaged train, Glend and Delian enter a psychic battle that batters the trainyard – and Glend overcomes his mentor, driving Delian to flee the scene in fear of his life.
In the aftermath of the battle, Cruz and Glend argue that they should take the train to the Sierra Blanca mountains to uncover the secret power there; Emmett agrees and connects the Box to Delian’s Galvanizer. Cruz finds Fancy at the door of the train, and considers leaving her there; she says she’d kill him if he tried, and he admits he needs someone on board that he can trust, and brings her on board. Glend, while alone, sends a psychic message to Delian, claiming that he hasn’t truly betrayed him. Emmett activates the box and the train suddenly lifts off the tracks, and flies off towards the mountains on a cloud of psychic energy – leaving Elijah behind as he re-enters the trainyard.
And at the Carnivale, Caligari is disappointed that the others didn’t kill each other, and pulls out his black lantern; it creates a hole made of darkness, and he and the Super Chief step through it…