Set in the 1930s Dust Bowl, 18-year old Ben Hawkins finds himself all alone in this world when his mother passes on. But a travelling Carnivàle takes him in. We also see the story of Brother Justin, a priest who is trying to find his way in the world. Little do Ben and Justin know, but they are to fight in a biblical battle. With help on the side and Justin with his sister, they find out which side each are on and try to battle with the other for what they believe.