Title Card: "THE CAPE VS. THE CARNIVAL OF CRIME." It's night now. People are in fancy costumes and playing roulette. Orwell's got her feathery mask on, and eyeballs Fleming as he passes. Vince jumps down into the between-car section and enters the party disguised as The Cape. If you see what I mean. He tells Orwell that the Carnival is planning on heisting the Train, and that she should stay on Fleming. He passes a cool Death, and we see an Ark policeman unwittingly walking toward Rollo. Vince sees another guy dressed as The Cape. It's Richard Schiff again! I mean, um, "It's Peter Portman, secretary of prisons!" He's got a Velcro utility belt on his Cape costume, which Vince thinks is pretty cool. Portman wants to help Vince, so his assignment is to watch for a little guy with a .38. Vince cautions him, "He's little, but he's mean."
Fleming schmoozes a judge dressed as Cleopatra, then introduces Scales. She tells him he's got a hideous costume, which he naturally takes offense at. Fleming introduces Scales to the mayor and leaves them alone. He's basically done his job here, right? Scales puts on the hard sell about cheap copper pipe and wood. The mayor takes offense and tries to leave. Is the mayor not corrupt? Scales calls him a "perfumed poodle" and says he could buy and sell him. He appears to be very insecure about people considering him lower class.
Vince jumps around in slow motion. He appears to have climbed up on top of the train for no reason other than that it's fun to jump down into the between-car area. This one has Rollo in it, which makes it at least 30% cooler than the rest of the train. "You can't do this, Rollo," claims Vince. Rollo doesn't care about Vince's plans. "Don't make me pull a barrel on you, bro," says Rollo, which I believe means that he will pull out his pistol and shoot him. Ruvi tasers Vince from behind, and he drops. Rollo and Ruvi leave, and Portman helps Vince up.
Portman helps Vince to a bench. Vince takes his mask off and has double vision. He tries to focus and sees a convenient picture of some mountains.
Flashback! Vince and Trip are camping. Vince calls Trip "eight-year-old" to tell us that it's two years earlier. One of Trip's friends has a father moving away, which is causing some separation anxiety. Trip is worried about walking somewhere and being lost, and Vince tells him he'll always be there to be his compass. The important part of this scene is that there's a compass. Remember that. Will you promise to remember that? Okay, good. It pays off later in the episode.