AllMovie

The show approaches Babylon, and there's a lot of tension in the air. They pass a man in the road, Stangler (John Hannah), who's leaving town. "Been waitin' for you folks a long time," he says mysteriously, before walking off. Samson (Michael J. Anderson) begs Management to tell him something to tell the troupe, to placate them, but walks away unhappy. Ben (Nick Stahl) tells a sickly Lodz (Patrick Bauchau) that he's figured something out -- "You don't know half as much as you claim to." Ruthie (Adrienne Barbeau) warns Lodz not to mess with Ben. Sofie (Clea Duvall), worried she might be pregnant, confides in Libby (Carla Gallo) and the two strike up an unlikely friendship, of which Apollonia (Diane Salinger) quickly expresses her disapproval. The troupe sets up outside Babylon. Jonesy (Tim DeKay), disgruntled from his attempt to talk to Management, warns Samson that several of the roustabouts are planning to bolt. Samson offers to treat everyone to a night on the town after they're set up. In town, they find Stangler tending an empty bar. Drinking and dancing ensue. Sophie and Libby wander over to the movie theater, which is also deserted. Ben wanders off. Jonesy asks Sophie to dance, but she turns him down. The next night, the carnival opens. A large group of townsfolk, apparently out-of-work miners, wander in, zombie-like. Samson gets spooked and warns Stumpy (Toby Huss) not to let Dora Mae (Amanda Aday) get fully naked in front of these men, but Stumpy doesn't listen, and the night ends in horror. Meanwhile, Ben wakes up in (or dreams he's in) a collapsed mine, where he has his first face-to-face encounter with Scudder (John Savage), finds the corpse of a murder victim, and reads a cryptic message.