Mick Reese arrives at the docks in place of Fleming, and tells Scale that his boss had to get a massage instead of attending the meeting. Reese informs Scales that ARK will be helping him on security on the docks, whether he wants it or not. The ARK man isn’t impressed when Scales objects, but Scales says that he’ll remember him.
Later, Vince meets with Kwan, one of Scales’ men who has taped the whole exchange. He listens to it with Orwell, and they realize that Fleming will be collecting twice from Scales, as Chess and by Fleming. Orwell is preparing a camera in a feathered mask, and Vince objects. She tells him to handle the train job on his own, but Vince insists that he needs to turn Fleming and Scales against each other. When Orwell wonders why he’s so upset, Vince explains that it’s his son Trip’s 10th birthday.
Vince goes to the carnival to ask Max for help. He discovers Max, Rolla, and Ruvi doing something, and they tell him they have other business and he’ll have to go solo. Once Vince leaves, Ruvi warns that Vince won’t be fooled forever. Max reminds him that he’s the Carnival of Crimes, and they won’t be changing their spots anytime soon.
As Scales’ men unload smuggled cigars at the dock, Vince attacks them. He has them summon Scales, who arrives with more of his men. Vince is waiting for him, and explains that Fleming is also Chess, and Scales I paying him twice. Scales doesn’t believe it, but Vince notes that Chess was moving L-9 after Vince died. He then tells Scales that Fleming will be on the charity gala that night, aboard a speeding train, and will be meeting with the mayor and other politicians. Scales prepares to shoot him but Vince disappears in a burst of smoke.
At the train station, Fleming is wearing a white cowboy suit at Marty’s urging. Fleming thinks he looks like an idiot, but Marty says that it will give him a better public profile. As Marty leaves, The Cape watches from the shadows. When he sees a daughter with her father, Vince remembers attending Trip’s career day as a policeman, and wishing his son a happy birthday.
In his room, Trip is looking at his schoolbooks when he discovers one of the students has written on them that he’s a murderer’s kid.
Dana is trying to get home but is caught in traffic. She calls Travis, who is at her place to do depositions. She has a cake and presents for Trip’s birthday, and warns him that Trip is conscientious about not letting strangers in. before Dana can call her son, her phone goes dead. Travis goes upstairs but Trip refuses to let him in.
At the station, The Cape watches as Scales arrives and shakes Fleming’s hand, and then whispers that he knows Fleming. Orwell records the entire quiet exchange as Fleming asks what Scales wants. Scales says that Fleming is going to set him up as the mayor’s new supplier of building supplies. They board the train together, and Scales makes sure the press gets plenty of photos of them together. As they go aboard, Vince notices Rollo dressed as a conductor, and wearing a hidden gun.
The Cape vs. the Carnival of Crime
As the train goes along its route, a masked Orwell watches Fleming and Scales. Vince enters the same car and everyone assumes he’s wearing a costume. He tells Orwell about the Carnival and goes to find Max and the others, passing a Grim Reaper. Meanwhile, Rollo watches the ARK security guards transferring the charity funds.
The Cape runs into a duplicate: Patrick Portman, wearing his own crude Cape costume. He explains that he’s working, and Portman insists on following him. The Cape finally explains that the Carnival is planning to rob the charity gala, and that they can’t call the police. He has Portman keep a lookout while he goes to find Max.
Fleming reluctantly introduces Scales to Mayor Wilkins, and leaves him to sell himself as a supplier. Wilkins realizes that Scales is a crook and tries to walk away, but Scales takes offense at the insinuation and angrily storms off.
Vince confronts Rollo and asks him to call off the robbery before someone gets hurt. Ruvi blinds Vince with a flash and leaves. Portman finds the blinded Vince and gets him inside. As Vince tries to recover his vision, he remembers camping with Trip, who was worried about his friend’s divorced parents. When Trip asks him how he can get home if he’s ever lost, Vince promises that he’ll always be there for him.
Trip calls through the door and asks Travis about whether someone is guilty if they don’t get a trial. Travis assures him that legally, there is a presumption of innocence. Trip opens the door and confirms that legally, his dad is innocent. He then closes the door before Travis can get inside, but leaves him a candy bar.
Fleming gives a statement to the press about how ARK has no choice but to become involved in police activities. Orwell speaks up and notes that the crime rate is down because of the illegal sweeps that ARK is conducting. Fleming dismisses her accusations and then goes after her, while Portman returns and discovers that Vince has left.
A Proper Villain
As Scales confronts the mayor, Fleming catches up to him. Outside, Vince tells Portman to wait and see how the confrontation plays out. Fleming promises the mayor that he’ll have Scales ejected, and Scales announces that Fleming is Chess. Everyone bursts into laughter, and Fleming orders his men to detain Scales. Scales grabs a gun and tells his men to steal all the passenger’s belongings. Vince tells Portman to hide while he goes in alone, and tells Orwell to get to the front of the train and secure the engine. Portman insists on helping, and Vince gives him a gun.
Inside, Fleming warns Scales that he’s making a mistake, but Scales says he has no intention of hiding. Portman bursts in and Vince cuts the light. When Scales and his men go outside, they spot Vince and Scales climbs up after him. Vince tries to use the cape but the wind from the train’s passage makes it useless. They fight and Scales knocks Vince over the edge, where he spots Max, disguised as the Grim Reaper. Max refuses to help him, and Scales throws Vince over the side.
Scales climbs down to the caboose where the money is stored, and Fleming draws a gun on him. He tells Scales to slither back to the docks because he’s out of his league, but Scales has his man Noodle release their car, the last one, so it drifts back from the rest of the train.
Vince manages to climb back up onto the train car, having managed to hold onto the side by his fingertips. Orwell tells him that the brake lines are jammed open and the engineer informs them that they can only release them from the underside. Vince enters the car and Fleming draws on him, but Portman draws on Fleming. When Fleming realizes that Vince wants him to help stop the train, he agrees to help and lowers his gun.
The caboose slows to a halt, and Scales and Noodle enter the cargo room. Max knocks Noodle out and draws on Scales, and reminds him of how he was shot the last time they met. The carnival ringleader orders Scales into the cargo cage. As he goes in, Scales remembers how he was held in a carnival freak show, locked in a cage. Scales starts beating on the cells with his head, while Max and the others leave.
Vince tells Fleming that they need to work together to cut the air brake hose. Fleming, a mechanical engineer, knows how to do the job, and Vince says that he’ll have to do it while he lowers Fleming down. Fleming agrees, saying it’ll be more interesting, and Vince lowers him down.
No Journey Too Far...
Fleming hesitates, smiles, and then says that he won’t cut the brake line unless Vince reveals his true identity. Vince threatens to drop him, and another car passes. Fleming figures that Vince is serious and cuts the line. As the train slows, Vince pulls Fleming back up. The villain laughs in relief and says that Vince is learning the game. When Vince insists it’s no game and he’ll take the villain down, Fleming just chuckles.
Scales finally breaks out of the cage. As he leaves, he realizes that one of the stunned guards is Reese. He remembers him and grabs the man.
Trip is reading a Cape comic when Dana arrives home with his cake and presents. She apologizes, admitting she’s no good at this, but he asks good at what? Travis comes in and Trip invites him to join them for cake.
Max is counting his money when Vince comes in and says that he realized that he’s blinded himself to what Max does for a living. When Vince asks him what he want s the Cape to be, Max says that it’s Vince’s decision. All Vince can say is that eventually their different beliefs will put them on opposite sides of a loaded gun. Max suggests they enjoy the time before that day comes.
Back at his lair, Vince serves beers and Orwell admits she was a little off her game. He’s depressed that he hasn’t done anything even though he “proved” that Fleming is Chess. Orwell tells him that he saved lives, turned Scales against Fleming, and convinced Portman to be his partner... and still has time to wrap a present for his son. She asks what could make the love of a parent go away, and Vince insists that nothing can ever do that. Orwell says that in a year, Vince will be with his son, and he asks where she will be.
Come the morning, Trip finds a present on his windowsill. It’s a compass. The card says, “No journey too far... your friend, The Cape.”