In the working-class shanties of Tent Town, the crew find a marquee – the big top of Dr Mirablis’ Carnival of Wonders. The tent flies a black flag sporting a pair of scales, something the superstitious Jobu takes as an evil omen; he heads back to the Docks as the rest of the crew enter the packed tent.
Inside they find the circus in full, creepy swing. Dr Mirablis – the same ringmaster Pete saw in his dream – introduces acts including knife thrower Sirena, wheezing clown Charlie Chuckles and Orcus, the strongest orc in the world. Pete and Farn enter the ring to be part of Orcus’ act while the others creep out behind the tent to investigate the Circus. Erik shows off his star tattoos to an overly-interested Sirena, Estrella recites her terrifying poetry, and Roger is abducted when he wanders off to look at a pygmy hippopotamus.
As the show winds up, Dr Mirablis invites Pete back to his caravan for a drink, where he reveals that yes, he was behind the disappearance of Pete’s great-grandmother decades ago. The stars are coming right, he says, and Pete has a part to play. As they talk, Roger is locked in a box, Estrella fends off a packs of crawling mummified hands, Sirena attempts to strangle Erik and Farn is stalked by the stealthy, razor-wielding Charlie Chuckles.
Pete tries to leave but Orcus stands in his way; he sprays flaming rum on the strongman, who doesn’t react despite being on fire. Mirablis lets him go, but Pete’s dander is up and he attacks the ringmaster, only to be stopped by Orcus, who throws him right across to the other side of the circus enclosure, where Erik has knocked Sirena out, Roger has escaped the box and Estrella has destroyed the hands. As the Circus’ crew – revealed as more of the cultists they encountered last night – close in, the crew beat a retreat, stopping to collect Farn just as he savagely kills Charlie Chuckles and devours some of his flesh. They head back to the Docks, Dr Mirablis’ laughter ringing in their ears…