This dramatic episode opens with the carnival drawing ever closer to the dreaded Babylon. On the road, they encounter a man coming from the city. He says that Babylon has been waiting for the carnival for a long time. The man then leaves the carnival and continues to walk into the horizon, toward nothing but dust. As the troupe begins to set up, anxieties abound. Babylon is an old mining town inhabited by nearly no one due to a large mining accident. The town also has a history of being dangerous for carnies. Meanwhile, Sophie and Libby are talking and Sophie wants to know if she is pregnant. To lighten the mood, Samson gives them all the night off to go have fun in town. When they arrive, the only person they see is the man they met on the road, Stangler. Everyone proceeds to get a little drunk and Jonesy makes a failed move on Sophie. Ben makes the most of it and becomes quite drunk and wonders off and passes out. When he wakes up, he finds that he has been trapped in an abandoned mine shaft that has no foreseeable way out.
As the carnival opens the next night, Ben is still missing, and the group is wondering if they will have any business because of the lack of people in the town. However, a line of solemn, dusty miners files into the carnival. The group eyes them suspiciously, but business must go on. During a tarot card reading, Sophie is prompted by her mother to ask a customer if he ever knew Scudder. The man acknowledges that he does, but that he hasn't seen Scudder since he killed a man in the town. Samson is nervous as he watches the men from the town. They are all expressionless and move like zombies. He instructs Stumpy, Dora Mae, Libby, and Rita Sue to keep their underwear on during their strip show that night. Rita Sue, however, has other plans. Unfortunately, during the "blow-off," the crowd gets out of control and Dora Mae is dragged down. The girls manage to escape. Meanwhile, Samson kicks a drunken Jonesy out for the night after a fight with the miners.
Back in the mine shaft, Ben is still searching for a way out. Suddenly a man appears. Ben chases after Scudder, but loses him in the darkness. He does find, however, the body of a man with a pick axe through his chest. After Ben calms down, he begins to examine the shaft. Along the walls are the letters TAVATARAVAT. After scribbling them on his arm, he begins his search for a way out again.
As Jonesy stumbles through the desert, he comes upon a horrific site. Dora Mae has been hung from a tree with the word HARLOT etched into her forehead. In shock, he cuts her down and takes her body back to the carnival.





