As the spiritual powers of Ben Hawkins evolve, Management exposes him to the cataclysmic disasters that await the world if he doesn't identify and conquer his nemesis, Brother Justin. In order to do this, Ben must find his father, the elusive Henry Scudder, who holds a crucial link not only for Ben, but for Justin as well. Continuing to function as Ben's cover from the law, the Carnivàle troupe follows his lead further west. Meanwhile Justin has employed a new "Apostle" to aid in his search for Scudder: a prison inmate named Varlyn Stroud. Justin and sister Iris spread the word drawing throngs of weak and impoverished masses into their spiritual web. With time running out, Ben and Justin are thrust into high gear - and onto a collision course that will ultimately determine the fate of mankind.