Edward Mordrake continues to search for a unique freak to add to his retinue, asking for their stories. Suzi tells of how she was abandoned by her parents at a children's home after she lost her legs. She then became a beggar when she left the home. She killed another beggar out of jealousy of his legs, slashing the back of one of his legs, accidentally cutting an artery. Pepper and Salty are innocent and oblivious to Mordrake's presence. They are spared. Paul tells Mordrake of the discrimination he faced from Europe to America, and that he decided to tattoo his body to become the monster people believed him to be. However, Paul did not tattoo his face because he knew he was handsome and would have been successful if he had the same face and a normal body; Mordrake, who would have been a successful English heir had he not had a second face, sympathizes and spares him as well. Mordrake goes to Elsa's tent, but Elsa treats him with arrogance, believing him to be the falsely prophesied man who would revive her music career. He tells her to show him her deformed legs, and the ghosts of his victims pin her on her bed and rip off her prostheses. Mordrake asks for the story of Elsa's darkest hour.
Jimmy's motorcycle stalls and Maggie refuses to hide in the woods with him, fearing his intentions. However, a car approaches and they retreat to the trees for fear of being caught breaking the curfew.
Inside Twisty's van, Mike fears for his life. Bonnie assures him that they will escape, but worries about Corey, who is starving. Mike unties Bonnie's legs and she escapes to the road, but Twisty tackles and subdues her to prevent her escape. Jimmy and Maggie witness all of this from the treeline on the opposite side of the road. They continue to watch in horror as Twisty carries the girl back to the woods. Without a second thought, Jimmy decides to help the girl and discreetly follows them.
Elsa recalls her life in the Weimar Republic back in 1932 as a dominatrix in a sex club. She tortured a soldier by making him sit on a toilet seat spiked with nails, and became so famous for the sadistic sex play that she was well-paid to let an audience watch. Mordrake is not pleased with this portion of the story and insists on hearing about her legs. Elsa recalls how, in Brandenburg, she was drugged and tricked into doing a snuff film where her legs were amputated with a chainsaw. Her soldier client, who was in love with her, saved her as soon as the producers of the snuff film were gone. Despite his good intentions, Elsa hated him for saving her life. Her film was distributed all over Germany and Austria, and while she was famous, she knew her legitimate career was over. Mordrake's demon face says that Elsa is the one. Elsa says that she is ready for Mordrake to take her and he nearly stabs her, but he is stopped when he hears a toy piano playing.
Jimmy and Maggie track Twisty and an unconscious Bonnie to the bus, where they are discovered and knocked unconscious by a costumed Dandy. Dandy sets up a magic show for the prisoners, planning to saw Maggie in half - for real. Jimmy wakes up to find Maggie gagged and stuffed in the box.When Jimmy knocks Dandy over and saves her, Twisty tells the audience to applaud. However, when Jimmy yells at the prisoners to make their escape, Twisty subdues him again and tries to stab him, but is distracted when Mordrake arrives to watch how the show ends.
Maggie leads the captives toward the road and realizes that Dandy is not far behind them. She tells them to continue to the road while she offers herself as a distraction. Maggie taunts Dandy and he chases her in the opposite direction of the other captives. Dandy is upset that his show did not go to plan and his entire Halloween is ruined.
Back at the bus, Twisty removes his mask and is able to tell Mordrake his story. He was a kind, albeit slow, children's clown in 1943's Rusty Westchester's Travelling Carnival, but was hated by the dwarf carnies. During a campfire, they torment him and call him stupid. They tell him that the kids have reported him and that the police are coming to arrest him for molesting children. The carnies tell Twisty to run and he obliges. Word of this incident spread, preventing him from finding carnival work. He instead made toys from salvaged junk. He tried to sell them to Hanley's Toys, but the owner would accept none. After Twisty is rejected by a child and his mother, Hanley also accuses Twisty of being a child molester. Furious, Twisty wrecks a shelf and flees.
Distraught, Twisty attempted suicide by shotgun, but only succeeded in blowing his jaw off instead. He evolved his clown persona, then thinking that he was rescuing the children from the freaks. Twisty began to believe that all of the freaks were stealing children away from him. He sees himself as a good clown, going into a fury that scared Bonnie and Corey. Thinking it was funny, Twisty killed Corey's parents so that he could give Corey candy and his parents wouldn't force him to do chores. He abducted Bonnie so that she could be a "pretty babysitter." Mordrake tells Twisty that he has "caused the demon to weep," as Twisty can not admit the error of his actions. Twisty is selected as the newest member of Mordrake's retinue. Mordrake stabs him, and Twisty's ghost is welcomed as their newest brother. The ghost rises, jaw once again whole, and the company departs. Dandy returns to find his slain mentor and claims his rictus mask for his own. Dandy runs when sirens approach, leaving behind a bound and captive Jimmy.
The next morning, Maggie and Jimmy are questioned by the police. Jimmy has no idea that the apprentice clown was Dandy, and the captives aren't yet well enough to give helpful testimony. Maggie calls Jimmy the hero, and the detectives agree, but Jimmy still vows justice for Meep.
Maggie announces that the curfew has been lifted thanks to Jimmy's heroism in finding the killer. She leans over and kisses him on the cheek. Elsa and Jimmy, originally the non-believers of Edward Mordrake, discuss Mordrake and how he finally took his freak. Citizens of Jupiter arrive en masse to thank Jimmy, and Mike's father personally thanks him. The families in the town begin to accept the freaks. Elsa takes an opportunity to invite them all to a command performance under the big top, and they sell out the show. Bette and Dot are fuming that they are no longer the headliners until Stanley arrives claiming to be Richard Spencer, a Hollywood talent scout.
Dandy returns home to find an indignant Dora. Unlike their last encounter, Dandy responds by fatally slashing her across the throat. Amused by his ability to kill, Dandy removes the mask and smiles.
- Twisty: "I'm a good clown."
- Edward Mordrake: "I have met many a craven killer, many a sniveling coward in my time, but every one of them could admit the blackness in their own hearts when the hour came. You have caused the demon to weep."
- Elsa Mars: "My talent has been known to render men speechless, but you'll have to get over it if we are going to work together."
- Frances Conroy (Gloria) and Kathy Bates (Ethel) are credited but don't appear.
- This is the first episode of the season with a run time of 60 minutes. All previous episodes were 90 minutes (with commercials).