Vince tells Orwell to wait for his signal. Portman wants an assignment. Vince gives him a gun!

Fleming asks Scales if it's a good idea to steal from him. Scales doesn't care. Fleming tells Scales that he won't be able to hide, and Scales says he won't be hiding. Suddenly, Portman busts in, shouting, "I am secretary of prisons and I am off the reservation! So drop your gun before I blow your gizzards off." Scales isn't impressed. Somewhere, someone does something to a control panel, and the lights go out in the car everyone's in. Scales goes out the door and his gun gets grabbed by a mysterious CGI cape. Scales climbs up on the train, where Vince is waiting. The rush of wind makes the usual cape effects not work. So it's a fistfight! The cool Death costume turns out to belong to Max, who is doing something between the cars. Scales kicks Vince off the top of the train.

Scales climbs back down and finds Fleming pointing a gun at him. Scales points his gun back at Fleming. "You can't play at this level, Scales," threatens Fleming. Scales has a crazy plan. He tells his goon Noodle to pull a lever that disconnects them from the main train. "Let the war begin!" Fleming tips his hat with his gun barrel, cowboy-style. The back car of the train disconnects. Wait, "Noodle"? Awesome.

Title card: "WAR." Vince is clinging to the side of the train. What a surprise! I just naturally assumed he was dead. He climbs back into the train and Orwell complains about him being gone. There's a convenient engineer who tells him that the train is out of control, and the brake lines need to be cut. I have no idea what caused the train to become a runaway. It's possible that I missed something, but it's equally possible that they just forgot to set it up. Vince goes into the car, and Fleming holds a gun on him. He tells Fleming that the train's a runaway, and they need all hands on deck to stop it. "Right, sheriff?" Okay, Fleming agrees.

Scales and Noodle bust in to the caboose. There's an unconscious cop. And the Carnival of Crime! Max whops Noodle with the butt of his shotgun, then points the barrel in Scales's face. Scales roars angrily at Rollo about playing billiards with his head, which I believe is a joke about his shaved head, not his height. I mention that because I approve of people finding other things to talk about besides his height, you know? Max tells Scales to get in the cage. There's a cage in there. I don't know why. I guess it's a security measure, because there's a safe inside the cage. Scales doesn't want to do it because he's having flashbacks to his youth as a sideshow attraction. In the flashback, a dwarf taunts him with snacks, but I don't think it's Rollo.