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.

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.

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.