Sheriff Elijah has a shootout with outlaw Red Harlock and his gang at a logging camp, where the owlhoots are stealing money and equipment. Elijah holds his own thanks to his preternatural speed and immortal resilience, but in the end is overcome. The bandits escape, and word gets out that there is something uncanny about the sheriff.

Glend Hooks comes to the train station to greet his mentor, Delian Sisula, arriving by private train. They notice local reporter Sarah Olsen nearby, writing about Delian’s arrival, and the financier tells Glend to get rid of her. However, Glend placates him and tells him that Sarah is not important. The reporter notes the argument between the men, and that Delian has brought a massive crate with him that takes four men to lift.

Emmett is approached by a man who claims to be a miner, looking for an inventor to create new earthmoving equipment. Emmett is sceptical, but for $100 agrees to meet with the man’s boss, Mister Spurlock, at the ‘Remnants of the Confederacy’ saloon later that afternoon.

After winning a hand of poker in the Remnant, Cruz is approached by a man who offers him a proposition: $200 to challenge the sheriff to a contest of gunplay and see who is the fastest, all as a distraction to keep the sheriff busy. Cruz accepts.

Later that afternoon, Glend approaches Sarah in the office of the Gazette. He suggests ‘as a friend’ that she doesn’t write about Delian; when she refuses to back down, he tries to apply pressure in his role as bank manager. Offended and furious, Sarah is adamant she will publish. The argument attracts a small number of witnesses and Glend runs off, frightened of Delian’s likely reaction.

Elijah is recovering from the morning’s gunfight when Cruz arrives to challenge him. As Cruz taunts the old man, a crowd gathers, including some who’ve heard stories of the sheriff’s prowess and Sarah, fresh from her fight with Glend. Elijah attempts to beg off from the contest, but when Cruz and the crowd persist, he loses his temper and shoves Cruz to the ground, losing face in the eyes of the town.

Emmett arrives at the Remnant, meeting his acquaintance Cruz who’s celebrating in the saloon. They both head into the back room to speak with Mister Spurlock – Red Harlock, who wants to demolish a hill and move the earth somewhere else. Emmett insists he cannot help unless he sees the hill, and Red agrees to show them the site.

Glend meets with Delian, who is deeply unhappy with the mishandling of the Sarah situation. Glend’s apology does not appease Delian, who reveals his psychic might and says that the ‘end game’ for the Agency is near. He knows Red is trying to hire Emmett, and charges Glend with getting hold of the earthmoving device as part of his plan.

Emmett, Cruz and the bandits arrive in the foothills of the Sierra Blanca mountains, an hour from Tribulation. Cruz realises that Harlock wants to collapse a hill onto the nearby train line in order to rob a train, and Emmett senses that nothing precious is under the local earth. When Emmett refuses to make the device, Harlock threatens his friends and dog; when that doesn’t work, the enraged Harlock order his men to shoot them. Glend watches from a nearby hill, uncertain – and meanwhile, as Elijah prays before an ancient Templar shield for strength, a ghostly voice whispers in his ear…

In the foothills near Tribulation, Red Harlock’s men open fire on Cruz and Emmett, but they fight off their attackers with lead and fists. Red tries to rally his men, but his manoeuvre backfires and he falls at Cruz’s feet, humiliated and humbled. The owlhoots flee and Cruz and Emmett tie Red up and take him back to town. Glend watches all this from hiding.

Meanwhile, Elijah communes with the ghost of Samuel Colt, who speaks of a familiar vibration in the ether – Fancy, the woman who killed Colt, is coming to town. He tells Elijah to find a ‘rich vein of minerals carved from another time’, from which Colt meant to craft a mighty firearm. Before the ghost can continue, Sarah bursts in to demand that Elijah discover what hold Delian has over Glend.

Emmett and Cruz bring in Red, and Elijah locks him in a cell. Emmett wants to leave rather than be interviewed, but something in the sheriff’s office knocks the wind from his sails. Elijah gets the story from both of them as Red secretly whispers to an accomplice through the cell window, instructing him to ‘switch to Plan B’. When Elijah intimidates Red to assert his authority, he accidentally makes reference to his past; Red doesn’t notice, but Emmett does.

Glend reports to Delian, who apologizes for his previous anger and shows him what was brought in on his private train – an ancient, ornate wooden coffer made of oak and brass. Delian ‘took possession’ of it some years ago, and credits it with the Agency’s rise to power – all their psychically active devices carry slivers of crystal from inside what Delian calls ‘The Box’. It has apparently existed since the time of the Crusades, but Delian is searching for an even greater source of power. He also needs an inventor to work with the crystal (something Samuel Colt once did), and Delian and Glend plot to bring Emmett on board.

Elijah arrives to discuss Glend’s threats against Sarah. Glend attempts to convince Elijah that Sarah is overreacting, pushing with his mind control powers; Elijah resists, but in doing so leaves an echo of his centuries of experience in Glend’s mind. Glend manages to implant a post-hypnotic suggestion in Elijah’s mind to leave the matter lie. Before they can talk more, a porter from the hotel bursts in to tell them that Delian’s train has been stolen.

Back in the Sherrif’s office, Cruz questions Red Harlock, who confesses that he’s looking to crash and rob a US Army train carrying soldiers’ wages to Port Union in the north. He was hoping to do so with a massive rockslide, but now must go to Plan B – his men have stolen Delian’s private train and are going to ram the Army train! Meanwhile, Emmett discovers Elijah’s back room and its ancient Templar shield, and is psychically overwhelmed by its great age. While unconscious, he’s contacted by the ghost of Samuel Colt, who insists that Emmett is in Tribulation for a reason, though Emmett doesn’t believe in fate or destiny. Colt mentions the Box, but just as the ghost is about to reveal its location, Cruz wakes Emmett and insists they try to stop the train.

All four men ride hard to catch up to Delian’s train, which is now speeding towards the Union money train. Elijah and Cruz open fire on Harlock’s men, while Glend and Emmett make their way onto the train. Glend sneaks through the train and discovers a map annotated by Delian, with notes regarding Tribulation, the abandoned orphanage south of town, the Sierra Blanca Mountains, the Miagani Indian homelands and the Knights Templar. Emmett attempts to reverse the train, but instead locks its brakes into place, leaving it on a collision course. Finally, with an incredibly lucky shot, Cruz shoots the oncoming train and shoots the brake switch, stopping it just before the two trains collide.

In the aftermath of the battle, Elijah and Glend realise a greater level of respect for each other; Cruz stays at a whorehouse, gazing at a locket from his past; and Emmett bursts into Sarah’s office to say "’Tell me everything you know about Samuel Colt!’

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…

Something within the ornate cabinet calls to Emmett as Delian brags about acquiring it from its former owner – Samuel Colt. Delian opens it to reveal that the Box is half filled by a jagged mass of crystals that pulse with a sickly green light; Emmett senses that something is wrong and that something is missing.

Delian tells Glend to come forward and show his crystal-powered pistol to Emmett, who tinkers with it and is able to quickly boost its power and effectiveness. He demands Delian give him access to the Box and a full laboratory, but Delian wants Emmett to prove himself by tracking down the motherlode of crystals. Emmett is intractable until Glend offers his help and use of the bank’s resources. Emmett leaves to gather his equipment, and Delian orders Glend to learn Emmett’s secrets.

Cruz is visited in his cell by Sarah (and Emmett’s dog Ares). Sarah believes he is innocent of murdering the prostitute and helps him escape, asking him to help bring Emmett to his senses. Cruz tries to bully her into just letting him go, but she is adamant, and he comes with her to the newspaper offices, unaware that passersby have heard their argument and gone to find the Sheriff.

At the murder scene, Elijah attempts to flush out whatever has taken Fancy, but to no avail. He uses Templar magic to make a bullet float above his palm and point to the culprit, and it settles pointing southwest – and is visible to Glend as he comes to ask the Sheriff about Emmett. When word comes that Cruz has escaped, Elijah heads back to the jail, and Glend attempts to come with him; the two argue in front of the bar’s patrons until Glend is finally cowed and leaves.

Emmett is sorting through his workshop as Cruz and Sarah arrive. Cruz asks what has gotten into him, and Emmett explains that Delian and Glend are part of a sinister organisation – and that he has to work with them so that he can find out what they’re up to. Suddenly Emmett and Cruz smell burned beaver pelts and realise that Sarah has vanished! Emmett uses a contraption to find that she has been taken to the southwest and says they must find her. Cruz, demoralised and convinced of his own worthlessness, wants to leave Tribulation forever, but Emmett talks him around and they set off.

At the jail, Elijah uses his tracking magic to locate Cruz’s trail, but as he’s about to mount up he hears the ghost of Samuel Colt call his name. Colt reveals that Fancy poisoned and killed him in order to take that which he held secret. Conflicted by his loyalties to the Temple and to Colt, Elijah rides out, coldly focused on justice.

Cruz, Emmett and Ares arrive at the abandoned orphanage southwest of town. Ares seems to know the area, and something about it strikes Cruz as familiar. Emmett lights a lamp as Cruz kicks open the door and yells to Grundy to come out. As they enter, Cruz explains to Emmett that Grundy is a monster of a man from the Carnivale, big and strong but twisted inside. This prompts a shout of "’I thought you were my friend!’ as an invisible force hurls a bookcase at Cruz and traps him in wreckage, then tosses Emmett him across the room into a set of filing cabinets.

Glend has followed the others and witnesses the massive Grundy blink in and out of sight as he rages as Cruz, screaming that a drumming in his head has made him do terrible things. Elijah bursts in, but is also unable to see Grundy (or Glend) and attempts to talk him out of hiding, while Emmett discovers Sarah and Fancy tied up in a cabinet. Grundy battles with the heroes, screaming that the black smoke has poisoned his soul and that the Super-Chief will have his revenge. Eventually they lure the invisible monster out and Elijah guns him down before he can stab Cruz.

In the aftermath of the battle, Elijah drags Fancy back to his office to demand answers; Glend takes a sample of blood from Grundy’s body; a re-energised Emmett sets out to uncover the secrets of the Agency; and Ares sniffs out a faded photo of a boy and a man in the orphanage rubble…

Cruz attends the opening night of the Carnivale, looking for answers. The star attraction is the Apache Super-Chief, an Indian warrior bound in chains with a hunk of crystal embedded in his chest. As the ringmaster, Dr Caligari, commands the Chief to perform feats of strength, a pack of wolves attacks the crowd. The pack is led by an Indian woman who attacks Cruz with a bow and arrow; he shoots the arrows from the air and she retreats. Cruz attempts to free the Super-Chief, but he will not be moved, and Caligari asks Cruz to protect the crowd.

Glend explains again to Delian what happened at the orphanage days earlier. Glend has been studying the blood he took from Grundy’s body but needs scientific help. Delian says to contact Emmett, who cannot be trusted but can be used, and that the Agency is almost at the ‘end game’, where they gain power over the world using something hidden in the Sierra Blanca Mountains. He also wants Glend to bring his son, Cruz, back into the fold, which drives Glend to furious jealousy; the two men argue, and Delian lapses into despondency.

Elijah is in the Sheriff’s office when Sarah Olsen bursts in, having dug up information of Delian’s past in Albuquerque’s newspaper archives. Twenty years earlier he owned several businesses in Tribulation, back when it was just a fort with a small surrounding town. He left the town under a cloud after attempting to pit the Army against the local Miagani Apaches. Sarah also found a Wanted poster from the same period – for Emmett, accused of burning down the town’s clock tower and orphanage!

Emmett is experimenting on crystal slivers in his workshop when Fancy comes to see him, demanding to know about his connection to the Temple of Solomon. He is disinterested in their prophecy of the ‘Prometheus of Clocks’, but is intrigued when Fancy shows him her dagger, inlaid with the same crystals. Fancy asks Emmett to help her steal the Box from Delian – he immediately agrees. Their discussion is interrupted as the Indian woman from the Carnivale attempts to steal something from the workshop! Emmett sees she has a shard of crystal in her forehead like a third eye, and some kind of temporal ripple erupts between them; he prevents her from stealing whatever she was after, but she escapes.

After Cruz drives off the wolves, Caligari invites him into his caravan – filled with books, scrolls and strange items, lit by an old black lantern – for a drink. Caligari asks what Cruz has done with his life after leaving the Carnivale nearly ten years ago and what he knows of Delian. Cruz says that he’s made his own way and that Delian is a businessman who gave him a break; Caligari reveals that Delian is actually the owner of the Carnivale, who took control of it from him nearly 20 years ago. Caligari asks Cruz to rejoin the Carnivale and overcome their personal issues in order to protect the carnies. When Cruz turns him down, Caligari accuses him of being self-centred and uncaring, driving him out into the night.

On his way to see Emmett, Glend sees the Indian woman fleeing from the workshop and chases her. He corners her in an alley and they struggle, their fight overheard by locals. Glend attempts to use his psychic gifts to control the woman but she resists, calling him a servant of darkness (and Emmett a thief) before escaping again.

As Emmett tries to remember the purpose of the gadget the woman tried to steal, Fancy tells him that the Temple has been looking for the Ark for years, ever since it was stolen by Samuel Colt more than 20 years ago. Fancy found Colt when she was younger and traveling, but when she confronted him Colt died of a sudden heart attack – and Delian stole away the Ark on the same night. Emmett confesses that he doesn’t remember his past, but knows that he is cut off from his true time and place. He also knows that the Ark (‘The Box’) was originally his and is the key to returning to where he belongs.

Cruz comes from the Carnivale, his heart heavy, and encounters Glend outside the county jail. Glend tells Cruz that Delian is a man of influence and that it would be in the town’s best interests to keep on his good side. He offers Cruz a job, but Cruz prefers to trust in his luck, and says that he doesn’t trust Glend. As Glend leaves, Sarah runs in to speak with Elijah.

Inside the Sheriff’s office, Elijah communes with the ghost Samuel Colt, who says that the ‘great disjunct’ is coming and that there is ‘a wound in the if and then’. The Wild Woman roams the earth and a trap coiled for twenty years prepares to spring. Before Elijah can make sense of the ghost’s ramblings, Sarah enters and the spirit vanishes. She tells Elijah that Apache warriors have come down from the Sierra Blanca Mountains and are massing near the town – a massacre may be imminent! Elijah sends Sarah to find Emmett and sets off to assemble a posse – starting with Cruz, who he talks out of his funk.

Glend heads back to the hotel to meet with Delian, only to find Caligari there first, backed by two roustabouts from the Carnivale. Glend orders the ringmaster to leave, but Caligari raises the black lantern he carries; a strange light plays over Glend, leaving him paralysed.

In the streets, Emmett and Fancy run into Sarah on the way to steal the Ark. Emmett sees strange lights playing around the top of the town’s clock tower, lights the women cannot see, and runs to investigate with them following. He climbs the tower to find the Indian woman surrounded by a ring of snakes, the crystal in her forehead blazing and the air thick with temporal eddies. Emmett attempts to use his pocket watch to teleport to the woman, but it causes interference, opening a reality vortex that draws in Emmett, Sarah and the woman.

Now Cruz stands at the edge of the light line between the Carnivale and the town, staring at his pistols; Elijah bursts into Emmett’s lab to find the lab equipment glowing, then sees light burst from the clock tower; Glend looks on immobilised and helpless as Caligari enters Delian’s private suite; and Emmett stands in broad daylight with a knife at his throat.

Cruz heads down to the Carnivale rather than raising a posse to meet the Miagani, telling the carnival folk to get into town. Fancy approaches him to ask for his help in stealing the Box, since Emmett has suddenly disappeared. Cruz says that there was a time he would have died for her, but now feels that she used him back when they were young lovers working at the Carnivale. Furious, Fancy tells him that she’s always loved him, but that her duty comes first and that he’s a fool; she runs off into the night.

Elijah goes to meet the Miagani war party, a group of braves led by the belligerent Wounded Crow, who demands that the Sheriff set free Saganawhana and Tala Pack-Sister. Elijah tries to explain that he wants to avoid bloodshed and deal fairly with the Apaches. Wounded Crow takes his words the wrong way and attacks him, only to be subdued by Elijah’s preternatural skill and speed.

Although paralysed, Glend psychically witness the meeting between Delian and Dr Caligari. He learns that Delian has owned the Carnivale for 20 years, employing Caligari to recruit unusual/gifted outsiders for the Agency – and that Caligari seeks to improve his position with Delian at Glend’s expense. As feeling begins to return to Glend’s limbs (leaving a euphoric after-effect), Fancy takes out the two roustabouts and threatens to kill him – but leaves, asking him to consider whether Delian is as loyal to Glend as he is to Delian.

When Delian and Caligari emerge, Glend threatens Caligari, but Delian orders him to stand down. As Caligari and Glend bicker, Delian orders them to cooperate in his service; he repeats his demand that Cruz be bought back into the fold, and wants the Miagani pushed into battle so that Elijah wipes them out.

In another clocktower in the middle of the day, Emmett and Sarah are threatened by the Miagani warrior-woman, but she runs off rather than press the issue. Looking outside, they see a small town dominated by a Texan fort; Emmett realises they have fallen through a rift to Fort Tribulation in 1859, twenty years earlier. Sarah thinks this is impossible, but Emmett takes it in his stride. He also notices the wood of the tower is slightly scorched where they have been standing, and realises they need to find the Miagani woman and return to 1879. When they descend, they are met in the street by a friendly Miagani who says that he has seen Emmett’s face in the Cave of Spirits – and that his name is Saganawhana.

Cruz comes back into town to find Elijah overpowering Wounded Crow, who asks what trickery this is and why the Sheriff tries to use his childhood friend against him. This confuses Cruz, who has no memory of ever meeting Wounded Crow. Elijah tells the Miagani that he is not their enemy – in fact, they know him as Killer Oak, a legendary hero. While Wounded Crow does not believe him, the warriors agree to parley rather than do battle in the street.

Cruz returns to the Carnivale and meets Dr Caligari preparing to attend the parley, accompanied by the Apache Super-Chief – bound in chains like a slave. When Cruz objects, Caligari needles him about how he left the Carnivale without a word years ago, betraying those who had cared for him. Dispirited, Cruz accompanies Caligari to the jail.

In the past, Saganawhana takes Sarah and Emmett to a hovel outside town, from which they can see both Fort Tribulation and another cluster of buildings further off. He explains that Delian Sisula is whipping up sentiment in town against the Miagani, at a time when their defences are low. The Miagani protect a mysterious power in the Cave of Spirits, but the spirits have grown quiet and the Apache tribe can no longer fight the evils of the world. Saganawhana seeks the device from Emmett’s workshop, which the spirits have said will bolster their defences. He also seeks to fight the power that resides in the orphanage outside town, an evil that walks like a man and reshapes the children there in his own form. And speaking of children – where is Saganawhana’s young nephew, Lucky Crow?

Glend lurks outside the jail as Elijah and Wounded Crow continue to talk, with the rest of the war party in the street. When Cruz and Caligari arrive, Wounded Crow reacts with predictable horror at the humiliation of the Super-Chief – Saganawhana. Glend uses the opportunity to psychically possess Wounded Crow, driving him to attack Caligari – but Cruz shoots the gun out of Crow’s hand! Undaunted, Glend/Crow lunges barehanded at Caligari, but Saganawhana protects his captor and Elijah overpowers Crow. Glend is forced out of the brave’s mind, but the damage has been done, and the angry war party starts circling the jail, preparing to attack…

Sarah and Emmett go to the orphanage and find it an oppressive place, with children crying or staring at walls and a glassy-eyed teacher who accuses them of being ‘Injun-lovers’. Leaving, they find Wounded Crow – a boy of about eight – playing with his friend Cruz. Young Cruz is friendly but a little sad, because his father – Delian Sisula – is always busy in town, rather than staying at the orphanage that he also owns. He also tells them that many of the orphans are subjected to some kind of experiments. He returns home as Saganawhana notes that the ground under the time-travellers’ feet is smouldering; Emmett realises that they are causing chronal friction due to the temporal imbalance caused by the time trip. They hurry back to the hovel to make plans, while young Cruz watches his friend Glend be taken into a back room for ‘special treatment’…

Inside the hoosegow, while the Miagani close in, Elijah confronts Wounded Crow over his attempted murder of Dr Caligari, angrily pointing out that this conflict is exactly what Caligari wants. Caligari taunts Elijah and Cruz, suggesting he might just step outside, confident that Saganowhana will protect him, and scoffs at Elijah’s desire to avoid bloodshed. As tensions escalate, Elijah tries to shoot him, but Saganowhana catches the bullet; Elijah cocks his second pistol, and Caligari hesitates – both sides unsure what the result of another shot would be.

Outside the hoosegow, Glend hides from the Miagani using his burgeoning psychic powers. Determined to fulfil Delian Sisula‘s desire for violence between the Indians and townsfolk, Glend pushes his psychic powers even further, creating an extremely convincing illusion in Elijah’s mind that the Miagani have already started attacking the jail. His plan works, and the air is full of thunder…

Back in the past, Emmett explains to Sarah and the younger Saganowhana that chronal friction is building up, and that they must return to the present – along with the mysterious Miagani woman – before paradox causes a disaster. Emmett gives Saganowhana the device the woman tried to steal, now imbued with chronal energy; the Indian says it resembles other machines in the ‘Cave of Spirits’ and that the invisible fire it contains will help protect the Cave from outsiders. Emmett wants to pursue this further, but knows that he has to find the woman first – which is easy, as she’s right outside the hovel in which they’re speaking. She angrily confronts Emmett, demanding to know what trickery he has wrought, but the wind is taken out of her sails when she sees Saganowhana. They speak, and when the woman comes to understand that they are in the past, she declares her intention to kill Delian Sisula now – something Emmett absolutely forbids. Suddenly soldiers from the fort ride up, looking for the woman – but she has vanished when the others were distracted. Remembering the WANTED poster Susan found in 1879, Emmett tells the soldiers he can track the woman if they just take him to her horse…

Sheriff Elijah opens fire on the illusory Miagani, loosing bullets with incredible speed and mowing down the real warriors outside. Horrified, Cruz tries to stop Elijah; he’s too spooked to listen to reason, so Cruz tackles him. The Miagani start shooting back, Super-Chief smashes through the jail wall and leaves with Caligari, and Cruz takes a bullet from Elijah – who as a result snaps out of the illusion. Cruz leaves, disgusted at Elijah’s behaviour and wondering whether Caligari had been right all along. Elijah, shocked and alone, cries out in despair to the ghost of Samuel Colt for guidance.

1859: Emmett examines the woman’s horse and manages to sense her temporal trace, a path that will allow him to follow her. The soldiers become suspicious and attempt to arrest them, but Emmett grabs Sarah, jumps on the horse and rides into the woods, desperately trying to follow the trace while losing his pursuers! He manages to escape from a few of them, but the rest find him and knock him from his horse – injured, he plays for time until the temporal friction sets the brush alight, causing a wildfire, and then slows time down enough to escape. He and Sarah ride away, following the trace to the orphanage, while the fire follows behind them.

Cruz finds Caligari and explains his change of heart, offering to return to the Carnivale, but Caligari suggests it’s Sisula to which he should prove himself. The two speak in Caligari’s caravan, not knowing they are being watched by one of Cruz’s crystal spiders. Caligari reveals that Delian Sisula is Cruz’s father, who dropped him off at the Carnivale as a child. Much of Caligari’s arcane research has been devoted to finding out what it is in the Miagani’s mountains that Delian has spent twenty years trying to capture, but he is still none the wiser. He also reveals that he broke the Super-Chief in self-defence when he came looking for answers from Caligari ten years ago, enslaving him with some dark power. Caligari then offers to join forces with Cruz and, with the Super-Chief, to try to discover the Miagani’s secret before Delian does.

1859: Emmett and Sarah find the orphanage in disarray, children milling around in glum confusion. Emmett asks Sarah to get the children to safety as he tries to find the Miagani woman. He discovers her in the main office, battered and unconscious thanks to an attack by Delian Sisula – a younger Sisula armed with some kind of helmet apparatus that magnifies his telekinetic abilities. The office is a maelstrom of flying books, furniture and pieces of metal; Emmett tries to make his way through but is captured by Sisula. Fortunately, before Delian can ransack Emmett’s mind for secrets, Sarah appears and smacks him across the head, knocking him out. Emmett grabs the helmet, Sarah grabs the unconscious woman, and with the help of Saganowhana they race back to the clocktower in Fort Tribulation. Emmett creates a link between his pocket-watch device, Sisula’s helmet and the woman’s psychic crystal, and in a flash of fire that consumes the tower they are thrown through time once again.

Glend, psychically exhausted, has an attack of conscience; he heads back to the jail to see if Wounded Crow is still alive. Meanwhile, Elijah has had a vision of the same conversation between Cruz and Caligari through the eyes of Caligari’s pet raven. Worried that he is not up to the task of repelling this evil, Elijah communes with Colt again, who tells him that his killer is near, mocking him from outside the jail. Glend arrives just in time to see Elijah come outside, where the townsfolk are noticing the carnage; Fancy strides forward to confront Elijah over the massacre, but he cuts off her protestations with the question: ‘What happened to Samuel Colt?’ Glend, realising the extent of the carnage he has set in motion, breaks down and cries.

In the modern clocktower, Emmett asks if the Miagani woman, Sarah and Ares are all right, and then collapses, holding Delian’s intensifier helmet.

And twenty years in the past, Delian erases young Cruz’s memory of his childhood before handing him to Caligari to raise – and sets off, young Glend in tow, to continue his rise to power.

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…

Delian’s luxury train carriage flies towards the Sierra Blanca mountains, lifted and controlled by Glend’s burgeoning psychic strength and the amplifying Galvanizer. Glend’s gifts also allow him to sense that the Super-Chief is in the mountains, and to aim the train in that direction – and into the heart of a growing storm. Elsewhere on the train, Emmett tinkers with the Box, and Cruz and Fancy reveal their secret parentages to each other. Fancy is adamant that whatever’s in the Cave must be brought back to the Temple of Solomon, and that Caligari must be stopped by any means necessary.

Suddenly the train is hit by lightning, created by the Super-Chief’s powers, which sends shockwaves through the Box’s crystals and destroys the Galvanizer; it’s all Glend can do to telekinetically slow their fall as the train crashes into the mountains!

Far behind, Elijah and Tala ride hard to try to catch up with the train, but it’s no use. Instead, Tala says she can open a secret portal to the mountains, the Burning Path, but that to walk it is to walk outside this world, and if you become lost then you will never have existed. She tells Elijah to focus on something that he knows well, something that has history, and the Path will take him to it – he chooses the Box, which he originally knew as the Ark of the Covenant. When he enters the Path, he sees the whole history of the Box – found by King Solomon, filled with magical crystals by Charlemagne, protected by the Knights Templar and stolen by first Samuel Colt and then by Delian Sisula – and in the process realises that he was wrong about Fancy killing Colt. Following the trail of history and revelation, he moves through a timeless void and emerges at the crashed train, finding only the unconscious Emmett and Glend (who he hog-ties); Tala is nowhere to be seen.

Cruz comes to in the mud near the train where he was thrown; there’s no sign of Fancy, but standing over him is Caligari, who tells him they have the chance to undo what’s broken with the world.

When Emmett wakes, he and Elijah discuss taking the Ark into the Cave, but it’s too heavy to carry – only Glend, with his awakened telekinetic power, can lift it. Elijah kicks Glend awake and intimidates him into doing so, while Emmett and Ares pick up the Super-Chief’s scent and lead the way towards the Cave.

Cruz and Caligari catch up to the Super-Chief, who easily defeats three Miagani warriors guarding the Cave entrance. Cruz and Caligari discuss what must be done to ‘set things right’ – Cruz protests the notion that it’s all right to kill to help people, but Caligari reminds him what he did to Grundy, and Cruz, chastened, follows him inside.

The Super-Chief leads Caligari and Cruz past traps and guardians to the heart of the Cave, where crystals float around a central column made of bits of clockwork and detritus; the crystals seem to reflect moments of the past, including Cruz’s own. Caligari says that this thing is what’s wrong with the world, and has been here for a very long time. He’s spent his life learning the secret history of humanity, but this device is a ‘canker sore’ that has affected that history, bringing magic and the supernatural into existence. The Miagani who use the crystals can affect time in minor ways, granting themselves second chances, but Caligari says Cruz has a greater power – the unique ability to be in the right place at the wrong time. He dismisses the Temple of Solomon as useless, but knows of their prophecy – that the Prometheus of Clocks will battle the Hand of Fate for the End of Days. Well, The Prometheus isn’t here and he thinks Cruz is the Hand of Fate who can undo the crystals’ power, destroying its well of dead time and erasing it from history. Cruz focuses on the crystals, and the ones showing moments he’d rather forget start to shatter. Caligari tells him he can fix the world the same way by focusing on the central column.

Just as he crosses the cave to do so, Elijah, Glend and Emmett arrive through another entrance, and a shot rings out – Fancy, hiding above on a ledge, has fired. Emmett freezes time and tries to disarm Fancy, restart his timeship and determine if the drive unit is safe – for that’s what this truly is. He briefly regains full knowledge of his own past, but the moment slips away and he is only able to dodge Fancy’s shots. Glend telekinetically throws the Box (the drive unit) into its housing in the central column, collecting and smashing Elijah on the way. Meanwhile Cruz challenges Emmett, telling him he has to fix what’s wrong with the world, and Emmett agrees – just as the drive unit slams home, trapping Elijah inside the core.

The machine activates, and time begins to unravel – but its history becomes clear. In the far future, Emmett discovered a way to crystalise time and used it to build a craft from time itself. On a journey, the craft crashed in the hills near Tribulation, strewing crystallised time debris backwards and forwards through thousands of years and causing temporal and psychic phenomena. Now, causality and history is threatened – the prophesied battle between the Prometheus and the Hand.

Elijah, trapped in the core, uses his temporary communion with the timestream to undo Caligari’s existence – shooting him dead when he was just a baby. Cruz sees the gap in history and senses it’s time to answer the call of a higher duty – he steps inside that gap and takes Caligari’s place, knitting together a new timeline in which he grows up in the Carnivale and becomes its leader, making the right decisions. Glend wants to go further, to use his psychic powers to interact with the ship and remove the time crystals altogether, but he’s unable to undo the time crash – all he can do is change the consequences of it, compressing the crash into a single moment, so that the debris never spreads out to create supernatural phenomena.

All of history changes.

On a sunny New Mexico day, the cheerful Carnivale arrives in Tribulation, a town that has never been of any significance. The Carnivale is led by Cruz and his oddly cold partner, Fancy. Glend Hooks, the local bank manager, has led an uneventful if lonely life. There’s no Temple of Solomon, and the Templars (Elijah included) died out long ago. And Emmett, recovering quickly from the crash, resets the coordinates and takes off on further adventures, glad to have avoided a catastrophic disaster on his maiden voyage.

THE END