The green mist is still flowing among the tents, searching for the truth. Edward Mordrake visits Half-woman and Seal-man. As a child, her legs were amputated and her parents abandoned her in a basket. Her sin was killing a man because she was jealous of his legs. Seal-boy wanted to be famous, but found the world hated him, only not as much as he soon hated himself. He got tattoos all over his body, but stopped at his face due to vanity. He wanted to save his handsome face. Edward tells them they were not the reason he was summoned to the “Freak Show.”
Edward visits Elsa next. She has no idea who he really is. She thinks he is the maestro who rudely walked out after her performance. Elsa wants his feedback. Wants a new arranger. Is ready to make plans for her future. Edward says nothing, at first. Then he tells Elsa that it’s not her talent that renders him speechless, but her delusion and ignorance. She is a waste of oxygen. Elsa tells him to get out, but Edward’s friends arrive and rip away her fake legs. He accuses her of trying to be the zookeeper when she herself is nothing more than a diseased animal.
Jimmy and Esmeralda run out of gas on their way back to the camp grounds. She believes it’s a set up to get her into the woods. Jimmy questions why Esmeralda doesn’t know his true intentions, being that she’s a fortune teller and all. Jimmy warns about the curfew and the townies. Car lights appear on the road, so Jimmy pushes Esmeralda to the side of the road to hide.
Inside Twisty the Clown’s bus, the newly captured boy asks the girl if he’s going to die. She tells him they aren’t. She asks him to help remove the ropes from her feet. Just then, Twisty walks in and unlocks the cage. He’s humming. The girl jumps up, pushes Twisty, and runs out of the bus and onto the road where Jimmy and Esmeralda are hiding. But they don’t help. Twisty recaptures the girl and brings her back to the bus. Finally, Jimmy has a call to action and follows them. Esmeralda follows him.
Back at Elsa’s tent, Edward explains the rules about telling the truth about the misery and shame…or else. We cut to a black-and-white 1932 Berlin. Elsa works in a sex shop where any deviance you want, you can get. She walks proudly in her leather boots, swinging her whipping belt. Clients aren’t allowed to touch her or put their filth inside her. She makes a man sit on a toilet seat with exposed nails. He screams in ecstasy. But Edward is not impressed. He wants to know about her legs.
As Jimmy and Esmeralda inch their way closer to the bus of horrors, Jimmy puts two and two together that this clown is the town’s maniac. Unfortunately, before he can do anything about it, Dandy strikes Jimmy and Esmeralda on their heads, knocking them out.
Elsa returns to her black-and-white 1932 Germany. This time she is drunk and about to film a show, ready for her close-up. She’s used to having a co-star, but there is none. She’s the star. Elsa’s given another drink, drugged with something strong enough to render her powerless, but not enough to make her forget. Two men with stockings disguising their faces tie her wrists to a bed. Then they pull out the chainsaws and cut off her legs. Blood flies. She is left to die but a soldier who had fallen in love with her saves her life. Elsa is not the reason Edward Mordrake was summoned to the “Freak Show.”
Jimmy and Esmeralda wake to find themselves tied up with a circus show about to be performed by Dandy. The girl who tried to escape is in a box. Twisty is nearby playing a child’s piano. Dandy begins sawing the box in half. Jimmy breaks free and knocks Dandy to the ground. Twisty stands and everyone freezes, but then Twisty begins to clap. Jimmy pulls the girl to safety and tells everyone to run. Dandy is upset because the show isn’t over yet. Twisty grabs Jimmy while Dandy chases the rest, but they get away. As Twisty drags an unconscious Jimmy back inside the bus, a green mist floats inside. Edward appears and tells Twisty they came for the show.
He asks Twisty to remove his mask. When Twisty does, there is a gaping whole where his mouth should be. Edward asks for his story. Back in 1943, Twisty was a happy clown traveling with the circus. He loved the children, but not the freaks. They scared him. The little people decided to play a trick on Twisty the Simpleton. When Twisty was little, his mom dropped him on his head, but it wasn’t her fault, she had too many cocktails, you see. And now Twisty isn’t the sharpest knife in the drawer. But he finds joy making the children laugh. The little freaks tell Twisty that the children have said that he did something very bad and he had better run before the cops get there to arrest him.
Young Twisty runs away and returns home to Jupiter, but his mom has died. He can’t be a clown anymore because word travels fast in the clown circuit. He tries to turn garbage into toys, but Mr. Handly wants nothing to do with it. Twisty went to his bus, put a shotgun into his mouth, but is unsuccessful at killing himself. So he finds a creepy mask and visits the Freak Show. He wants to save the kids from the little freaks, the parents and the boyfriends. Jimmy wakes up just in time to see Edward Mordrake tell Twisty that he is the reason he was summoned there. Edward kills Twisty. Seconds later, Twisty gets up and his face is restored. He has friends now. Twisty is again a happy clown. What Jimmy doesn’t see is Dandy walk up and put on Twisty’s old mask.
The cops show up and Jimmy is the town hero. He is smitten with Esmeralda. Several car loads of people pull up to the campgrounds to thank Jimmy for saving the kids and saving their town. The curfew is over and Jimmy has gotten his wish that the townies get to know them. They bring brownies and well wishes. Elsa invites them all to the grand performance the following day. Strongman wanders outside and doesn’t like everyone celebrating without him.
Elsa tells Bette and Dot that they have been demoted. They will now be opening for the pinheads. Elsa doesn’t need them anymore since Jimmy saved the day. Then enters, Richard Spencer, a talent scout from Hollywood… or so he claims.
Back at sicko-manor, Dandy arrives with his new mask. The maid is fit to be tied, literally. But instead, Dandy slits her throat. He pulls his mask down, smiles, and breaks into sinister giggles.