The Carnivale has come to Tribulation! But behind the glitz and festivities is a darker secret; this is a recruiting front for the Agency, providing it with loyal agents and altered servants with strange abilities. Delian asks Glend to facilitate the Carnivale’s setup and needs; he meets with the ringmaster, Dr Caligari, who makes ominous remarks and tells Glend of the attractions, especially the ‘Apache Super-Chief’. Suddenly a fire breaks out in one of the caravans; Glend smells the foul odour of burned beaver pelts in the charred remains, sees a strange hookah containing crushed crystals, and Caligari announces that Grundy has run off.

Elijah heads to the Carnivale to investigate the fire, but is intercepted by a mysterious young woman who says that it’s too early to confront them. She’s a messenger from the Temple of Solomon, here to tell Elijah that the ‘Prometheus of Clocks’, a figure spoken of in the Temple’s oldest texts as a key player in the final battle between good and evil, is predicted to be in Tribulation. Elijah may have already met him; the woman believes that he may be Emmett. ‘What does he know about Samuel Colt?’ she asks.

At the New Mexico Post-Gazette‘s offices, Emmett has exhausted all the information Sarah could find about Colt. As he tells Sarah of his encounter with Colt’s ghost, the spirit returns! It says that ‘time is out of joint’, and that the ‘Angel of Death’ who murdered him and stole his notes is coming to enlist Emmett in constructing ‘infernal machines’ using what’s been taken from ‘the Box’, powered by what should not exist. When Emmett demands to know who this Angel is, Colt says Elijah knows more, and utters a final word: Fancy.

Cruz tells the story of the train rescue while fleecing the locals at cards, but gets into a bad temper over their disrespect. He retires to his room, only to find the gruesome corpse of one of the town’s whores; the air is thick with the stench of burned beaver pelts, and ‘I left this for you, for all that I owed you’ is written on a mirror in blood. When the bartender comes up to bring him back down to the game, he assumes that Cruz has murdered the girl, and a crowd of cowboys overpower him and call for the Sheriff.

Glend tells Delian about the events at the Carnivale; Delian tells him of the murder, and that he can’t afford to have any suspicion thrown upon the Carnivale and its twisted members. He commands Glend to make sure that Elijah doesn’t investigate the Carnivale, even if that means that Cruz (Delian’s son) is framed for the murder. Delian also wants to to find out more about Emmett, to see if his skills can be used to repair the crystal devices. Glend asks about Caligari’s comment about ‘the end’; Delian says it is not an end, but a beginning.

Held in jail, Cruz demands that Elijah let him out, claiming that he’ll end up butchered too. Sarah turns up while Elijah is dispersing onlookers, asking what he knows about Colt, but he rebuffs her. Cruz tells Elijah that this has happened before, and that it’s why he ran away from the Carnivale years before. The Temple messenger steps from the shadows and accuses Cruz of lying, and he recognises her – his former girlfriend Fancy, who he thought long-dead! She doesn’t think Cruz is guilty, but it’s clear there’s a distance between the two of them. Elijah asks her to follow Colt’s advice: don’t let your heart lead you to a dark place. At the mention of Colt’s name, Fancy storms out.

Sarah returns to the paper office to tell Emmett about the murder. He still finds himself unable to make sense of anything, but with the knowledge of the Carnivale, he suggests that maybe this ‘Fancy’ arrived with them? They are distracted by an eagle at the window, then debate what kind of a name Fancy is, when a voice at the door says it might know.

Meanwhile, having overheard the conversation between Elijah and Cruz through one of his spyders, Glend attempts to mind control Cruz into confess to the murder. Cruz tries to resist, but the stress is too much and he collapses into doubt and anguish, rambling about how Fancy was right about him. Fancy recognises that something isn’t right with Cruz, and wonders if he’s snapped and could have killed the whore. Elijah asks her to visit the crime scene with him.

The mysterious voice is that of Delian Sisula, who asks Emmett to come work for him. Sick of all the mysteries, Emmett demands that Delian just tell him what it is he wants him to work on, and Delian says that he has the secret knowledge sought by Charlemagne and Samuel Colt alike – ‘The Box’, better known as the Ark of the Covenant. Without a word to Sarah (or his beloved dog Ares), Emmett follows Delian into the night.

Elijah and Fancy inspect Cruz’s room, and the blood on the mirror has been smeared – the writing is gone – but the guard swears that no-one has entered in the hours since it happened. The blood was smeared by a huge hand, leading Elijah to suspect Cruz is innocent, but Fancy is still doubtful. While they argue about it, Elijah looks out the window, and Fancy’s voice cuts off mid-sentence as she vanishes with the smell of burned beaver pelts.

As the tension mounts, Cruz pulls himself out of his misery, Elijah draws his guns out, Glend reflects on what he saw in Cruz’s mind, and Emmett enters into Delian’s office…