Scales expects Fleming to meet him at the docks, but Fleming sends ARK guard Mick Reese instead. Reese explains that Fleming is getting a massage, but wanted to let Scales know that they'll be helping him with security on the docks from now on. Scales refuses to pay, but Reese isn't impressed. The smuggler warns Reese that he'll remember him and leaves with his men.
The Cape meets with one of Scale's men, Kwan, and pays him off for recording the conversation between Scales and Reese. He then meets with Orwell back at his lair, and she sets up a feathered mask with a parabolic mike and camera. When Vince complains about what she's doing, she tells him to do the train recon if he doesn't like her work. Vince wants to out Fleming on the train that night, but needs help. When Orwell asks why he's so irritable, Vince explains that he'll be missing his son Trip's 10th birthday
Vince goes to see Max, who is meeting with Rollo and Ruvi. He asks them for help, but Max tells him that they have other business and Vince will have to go solo. Once he leaves, Ruvi warns that Vince isn't a fool, but Max says that they're still criminals. He gets out a shotgun and starts sawing it down.
On the docks, Scales' men are unloading cargo when the Cape attacks them. He tells one of the men to call Scales. When Scales arrives a little later, he finds the Cape waiting for him. The Cape tells him that Fleming thinks he's a pawn, and that Fleming is Chess. Scales isn't impressed, but The Cape notes that Chess was moving L-9 after Vince was killed. He then tells Scales that Fleming will be on the Monte Carlo Train for a charity gala that night, associating with the rich and famous. Scales is surprised and angry to learn he wasn't aware of it, and prepares to shoot The Cape, only to watch him disappear in a puff of smoke.
Fleming is attending the preparations for the gala and is wearing a white cowboy's costume. Marty insists that it will improve his image with the public, and Fleming is surprised that his advice is good. Meanwhile, The Cape watches from above and notices a young girl with her father. He remembers coming to Trip's school on career day, on Trip's ninth birthday
At home, Trip remembers the career day and looks at one of his books, where his classmate has accused him of being a murderer's son.
Dana has bought Trip's presents and cake, but is caught in traffic. She calls Travis, who is meeting her at her home for depositions, and tells him to go upstairs. However, Dana warns him that Trip doesn't trust strangers. After she hangs up on Travis, Dana tries to call Trip to warn him, but her phone goes dead. When Travis goes in, Trip refuses to let him.
Scales greets Fleming and whispers that he knows that he's Chess. As the press gathers, and Orwell gets the encounter on camera, Fleming asks what Scales wants. Scales explains that Fleming is going to introduce him to Mayor Welkins and explain that he's his new supplier. As everyone boards, Vince notices that the conductor is Rollo in disguise, armed with a hidden gun.
The Cape vs. the Carnival of Crime
Fleming and Scales make their way through the train, while Vince enters the car in his uniform. He notices Orwell watching and warns her that the Carnival is aboard. He asks her to stay with Fleming and Scales, while he finds Max and explains that there are limits to friendship. Meanwhile, Rollo watches security guards bring in the money for the casino gala.
The Cape notices another man in a cape, and realizes that it's Portman. They compare notes on their costumes, and then The Cape slips out. Portman realizes that it's the real Cape and asks if he can help. When The Cape tells him what's going on, he tells Portman to find Rollo and keep an eye on him, and that they can't call the police.
Fleming and Scales find Mayor Wilkens, and Fleming introduces Scales. He leaves Scales with the mayor, who explains that he's into real estate and construction and starts talking about his crooked operations. Disgusted, the mayor starts to walk away, telling him that he's improper. Scales takes offense, insisting he can buy and sell the mayor. He snaps at the passengers as they watch and then demands a drink.
The Cape finds Rollo and tells him to back off so he follows through with his plan to have Scales out Fleming. Rollo refuses to back off, and Ruvi blinds The Cape with a flash. Portman gets The Cape inside and goes to get some water. As The Cape tries to recover his eyesight, he remembers camping with Trip and showing him how to use a compass. When Trip wonders how he'll get somewhere he needs to go, Vince assures him that he'll always be there to guide him.
Trip calls out to Travis through the door and asks what happens if someone looks guilty. Travis tells him that there's always a presumption of innocence. The boy opens the door and asks if legally, his father is innocent. Travis tells him he is and starts to get up, and Trip relocks the door. He does slip a candy bar through the door to Travis.
Vince regains his eyesight and goes to find Max.
As Fleming addresses the press, he notices Orwell but doesn't recognize her with the mask. When he talks about how ARK is reducing crime, Orwell speaks up and points out the illegal sweeps and abductions. Fleming passes it off as someone reciting Orwell's talking points, and Orwell quickly slips away. Fleming goes after her, and Portman returns only to discover that The Cape has left.
A Proper Villain
Orwell runs into the train car where Scales is bothering the mayor. She runs past, and Fleming goes to deal with Scales.
Outside, Portman spots The Cape and realizes something is going on, but The Cape tells him to wait so they can see how the situation will play out.
Scales accuses Fleming of being Chess, but the passengers laugh in disbelief. Fleming tells his men to restrain Scales, but he knocks them down and grabs a gun, and tells them that now he'll give them a proper villain. He and his men start robbing the passengers. Outside, The Cape tells Portman to hide, and then tells Orwell to go to the engine. Portman refuses to back down, and The Cape gives him a gun.
Fleming warns Scales that there's nowhere he can hide, but Scales says he has no intention of hiding. Portman barges in and orders Scales to surrender. The crime boss is unimpressed, but The Cape cuts the light. Scales and his men run out and spot The Cape on the roof of the car. Scales climbs up after him and the hero tries to use the cape, only to discover he can't control it in the windstream. As the two men struggle, The Cape notices Max below, dressed as the Grim Reaper. He asks Max to help, but Max continues on his way. Scales knocks The Cape to the edge of the car and then tosses him off.
When Scales climbs down, Fleming draws a gun on him. Unimpressed, Scales prepares to shoot him, but Fleming warns that he can't play at his level. Scales tells his henchman, Noodle, to release the connector. The caboose they're on detaches, falling behind the rest of the train.
Vince manages to pull himself back up over the edge of the car. He finds Orwell, who explains that the braking system failed when the caboose was cut loose. The engineer informs them that the only way to engage the brakes is from beneath. The Cape enters the caboose and Fleming draws a gun on him. But Portman arrives, still dressed as The Cape. Fleming agrees that they have to work together and lowers his gun.
Scales and Noodles go for the money, but Max and Ruvi quickly capture them. Max reminds Scales that he shot him, and Rollo is eager to start up where they left off. However, they simply lock Scales in the cargo cage. As he starts to go in, Scales remembers how he was locked up in a cage as a circus freak, taunted, and beaten. As Max leaves, Scales warns that no one puts him in a cage. The trio leaves while Scales starts to beat his way out.
The Cape explains to Fleming what they have to do, but Fleming already knows. He offers to hold onto The Cape and lower him down, but The Cape points out that he's the mechanical engineer. Fleming eagerly agrees, saying that it's more interesting, and reaches beneath the car.
No Journey Too Far...
Fleming tells The Cape that he needs to get closer. However, he refuses to cut the brake line unless The Cape tells him who he really is. The Cape threatens to drop him, and Fleming cuts the brake line. The train slows and The Cape pulls Fleming back up. Fleming congratulates him on learning to play the game, and a disgusted The cape slams him up against the wall, insisting that he'll end him.
Scales finally smashes the cage door open and steps out. He notices the ARK guard from earlier, Reese, and says that he remembers him. Reese screams in terror.
Trip is reading a Cape comic when Dana arrives with his presents and apologizes for missing his birthday. She worries that she's not good as a single parent, but Trip says that it's not a problem. They invite Travis in as Trip opens his presents.
Vince comes to see Max, who is counting his money, and admits that he realized that he let himself forget that Max is a criminal. Max says that sometimes it does matter to him what Vince wants, and says that what matters is what Vince believes in. Vince warns him that sooner or later they'll be on opposite sides of a loaded gun. Max just smiles and says to enjoy each other's company until that day comes.
Back at his lair, Vince pours beers for himself and Orwell. She admits that she was a little off her game, and Vince admits that he's got nothing for all his schemes. Orwell assures him that he put Fleming and Scales at war, saved lives, and got Portman on his side. Vince begins wrapping a gift for his son, and she asks why parents love their kids like that. Vince says that they just do, and Orwell asks if something could ever make that love go away. She assures him that he'll be home for Trip's birthday in a year, and he asks where she'll be.
Trip wakes up in the morning and finds a present on his windowsill. He opens it and finds a compass. There's a birthday card, and inside it says "No journey too far… your friend, The Cape."