On a bankrupt family farm in the middle of dustbowl Oklahoma, a traveling carnival encounters Ben Hawkins, a young man desperately trying to hold off a bulldozer from the bank-at least long enough for him to finish burying his mother. Seeing that Ben is on his last legs, members of the Carnivale wearily grab shovels and give the woman a half-decent burial.
First Brother Justin and then Ben enter a nighttime diner and sit at the counter, silent and staring straight ahead. Then the two men from Ben`s previous dreams enter and share a table, one decked out in evening clothes and the other dressed in his WWI uniform. Ben and Justin watch the men start into their steak dinners, and as they clink their glasses in a toast, all the windows of the diner shatter and Ben and Justin both wake with a start from their shared nightmare.
As the carnival caravan drives through the town of Tipton, a dusty wind lashes a gaunt group of townspeople carrying a pine coffin --an ominous start. Things only get bleaker for the carnies as they start the set-up. After Samson sends Jonesy and Ben back to town for provisions, Lyle Donovan, an old sport, pays the carnival a visit. He`s become the sheriff after moving here to tend to his sick mother.
With rousties setting up in what appears to be the middle of nowhere, Samson gets himself slicked up to pay a visit to town, Sophie argues with her mother about her own plans for a diversion and Lodz summons ben to show him something about Scudder. Members of the Carnivale are jittery being so close to the notorious town of Babylon.
As the caravan bounces along a dusty hill, Samson and Jonesy pull up next to a lone traveler, walking toward them. The man, Stangler, tells them they`re almost to Babylon, Tx. "You the carnival?" he asks, eyeing the trucks. "Been waiting for you folks for a long time." Samson and Jones are bewildered, as the man tips his hat and walks off, toward 50 miles of nothing.
As the carnival shuts down in the terrible moments following Dora Mae`s murder, a foreboding pall falls over the troupe. Inside the Cootch tent, Stumpy Dreifuss lays next to his daughter, keeping vigil in anguished silence, while his wife screams hysterically searching for their other daughter, Libby.
Brother Justin stands on the rail of a bridge, arms outstretched. A voice tries to talk him down: "No matter how bad you think it is, ain`t nothin`s happened to you that hasn`t happened to someone else," a policeman says. Justin cocks his head and sails off of the rail.. At the Carnivale, Stumpy remains inconsolable about the death of his daughter.
Shells are flying and weary medics attempt to help an array of maimed and screaming soldiers, one of whom has lost his legs and an arm...until Ben finally wakes up from this terrible dream. Pulling the sheets off his body, he sees that his arm and legs, too, have become bloody stumps...until, he finally wakes from his dream of waking.
While most of the carnival crew sleeps, an exhausted-looking Ben sits and smokes. Sophie, walking back to her trailer, hears screaming and banging from inside. She breaks open the locked door to find her mother being sexually attacked by a large tattooed man. Apollonia screams over and over for him to stop.
Iris Crowe is asleep in her room when a hand suddenly shoots out, covering her mouth. Terrified, she looks up and sees that Justin, has returned. In the conversation later, he confronts her with their past. "You`ve kept things from me," he says angrily. "Do you know how I`ve suffered?" But Iris coolly responds that he needed time to develop his gifts. "You have a destiny," she says. "And now is your time to fulfill it."
Brother Justin stands in front of his altar, handing out the Eucharist, but instead of the holy wafer, he places a razor blade on each worshiper`s tongue. "Body of Christ," he says, as blood drips from their mouths and they swallow. Ben Hawkins reaches the front of the line, but when Justin offers the blade, he seizes the minister`s arm. "Body of Christ," Justin says as the two struggle. "No, it ain`t," Ben says.
Faced with a crisis of life-and-death proportions, Ben turns to Lodz for advice, and ends up meeting with Management for the first time. Meanwhile, Balthus and Brother Justin contemplate the former`s "greatest evil," with the latter pondering the prospect of salvation versus damnation among his congregation.