A travelling circus has come to town; the barker is announcing it’s a once in a lifetime opportunity. He hands a ticket to a little girl who runs inside. A few moments later, her mother hears a scream behind her. When she turns around, the circus has vanished.
In present day, a guy named Jonathan Penn is splicing together old black and white footage of old Cardiff and Hope Street when the barker appears on the screen, beckoning towards the circus. Jonathan stops the reel and begins to cut out the footage when a window bursts open. As he goes to close it, the reel restarts on its own and the barker is still beckoning on film. The reel runs out and the image is still rolling onscreen (dun dun dun).
At the hub, Jack’s drinking coffee when he hears a pipe organ. He asks Tosh if a circus is in town, but she doesn’t know and Ianto, who apparently knows about such things, is off to the cinema with Gwen and Owen to check out rift activity. The trio are mucking through the rain to the Electro theater where Ianto used to go as a child. The owner, Dave Penn, wonders where his son Jonathan is as we see the man race towards the cinema. Jack is on his way, too. Jonathan gets a scolding from his dad before heading to the projection room.
The film starts playing, showing footage of old Cardiff before switching to scenes from a circus. There’s spooky things happening in the projection room as the reel keeps playing and the barker appears again. As the trio get bored watching the same footage, Ianto swears he sees Jack in the film, putting a bullet into his head as a parlor trick. As the others dismiss him and leave, there are ominous shadows off to the side.
Jack arrives and Ianto tells him what he saw. Jack says he heard the music from the circus, just a snatch. Film captured the image of the circus, but film finished off the traveling shows for good. Meanwhile, a girl is stuck at a bus stop in the rain when the barker and a young woman approach. He offers the girl a ticket to the show and then the chance to travel with them forever. As she tells them to go away, the barker knocks her out and collects some kind of silvery dust out of her mouth and into a vial (her soul maybe)? They then go to a restaurant and the woman asks the barker to make the owner cry so she can drink her tears.
Jack and Ianto are interviewing Jonathan as he explains how the projector went haywire, though it’s working normally now. He’d never seen the circus footage before and mentioned he had heard carnival music and smelled iodine. Tosh calls in reporting there was a spike in rift activity at the Electro and at Chain Lane nearby. she also mentions she heard pipe organ music, too. Jack and Ianto go to investigate and find the girl looking all but dead, but her heart is still beating and her mouth is bone dry.
At the hospital, they find the girl has had all the moisture sucked out of her body, like a spider sucks out its prey’s fluids. The restaurant owner is then brought in with the same symptoms. They’re both alive, but as Jack hypothesizes, their life force has been taken elsewhere.
The team is watching the film reel at the hub. Jack comments on people he knew before we see the footage of him again, performing with Gwen quipping that he once did stand-up, which he denies. Jack then realizes they might be dealing with the Night Travellers. It was a ghost story among carnival folk of a circus that only performed during the dead of night who always came out of the rain and left a trail of damage and sorrow. Ianto notices that there are people missing from the film, specifically the barker and his companion. A disbelieving Tosh comments that two people from an old film came to life and went AWOL? The pair were trapped in film forever until Peter ran the film and released them. They need evidence and witnesses of the havoc they used to cause. Gwen and Owen will search local records, Tosh will monitor activity and Ianto will help Jack with his local knowledge (of Cardiff, not Jack himself).
Jack tells Ianto the ghost story of the Travellers; no one would know where or when they would appear, but they would, out of nowhere. Jack was sent to investigate the Night Travellers and he joined a small company, calling himself “The Man Who Couldn’t Die.”
AND NOW FOR A FLASHBACK!
We are at the Night Travellers show, 80 years ago with the barker introducing all the acts, including Pearl, his companion, who can swim underwater and sleep beneath the waves.
And now, back to the present.
Jack and Ianto are going through a list of old cinemas that have either been converted or torn down when Tosh notices a sea that just opens up in the middle of Cardiff (seriously, for this show, not the strangest thing that can happen). A family of four is driving in a van when the circus folk appear in the middle of the road. After the requisite slamming on brakes, the Ghostmaker is predictably at the driver’s window.
Ianto confirms that the Electro is the only old cinema still left and Jack figures this is the Night Travellers’ way of getting revenge on the thing that killed their livelihood. It was their only chance to escape before every theater and piece of film of them was gone. They were forgotten and now they’re looking for a new audience.
Tosh is explaining she was hearing the sound of waves and seagulls, but the sea vanished without a trace. As Jack wonders what the Travellers are up to, we see them hiding out at a local pool as Pearl douses herself with water and comments on the pretty lights. The barker is listening to the voices of the souls in the flask. Pearl does this creepy thing where she asks the barker to taste the rain and he licks her arm (ew) and she wants to know how many souls they have. They have six and Pearl wants to see their last breaths. It can’t happen, but she can listen to them. Pearl wants to bring the others back so they can collect more last breaths and travel and perform, but first they need to get the rest of the film.
The next morning, Jack and Ianto find the family in the hospital in the same condition as the others. When Jack comments that “they came from out of the rain,” the attending nurse comments she’s heard those words before from a woman in the psychiatric ward, Christina. She was a full-time patient and had been there since childhood. Christina would get freaked out whenever any kind of entertainment came on and would hide, saying they “had come to steal [her] last breath.”
The pair go to interview Christina, who wonders why they’ve come to see her as no one ever does. She comments that Jack’s eyes are older than his face; it means he doesn’t belong. She describes the carnival as she remembers it when she was a girl; the fire-breathing man, the barker and a girl in a silver costume who seemed to glisten. We flash to Pearl whose washing her face with water at the old swimming pool. She goes to a locked room and peeks in and we see the spirits of all the people they’ve taken, just standing there. Christina is telling Jack and Ianto of the barker, called the Ghostmaker and how he asked her to join the traveling show; that if he took her breath into his flask, she could be in his audience forever. She was a smart girl and ran away, but other people went missing from the village that night, including her parents. Back at the hub, Gwen’s been able to find the traces of disappearances and people left in comas and the myths that sprang up around the traveling circus. The team realizes they need to find that flask.
Jonathan returns to the film room to find Pearl in a bathtub overflowing with water. She reaches out to grab him, but he runs. After he leaves, the Ghostmaker tells Pearl that he has the film and they can bring the others back. Jonathan calls Jack and tells him what happened. They check out the room and find it empty with the film reel gone. At the Electro, Jonathan’s parents hear piano music coming from the theater. When they go to investigate, Pearl approaches them and tells them to come this way please. At the loft, Jack and co. discover that all the film of the circus has been taken and they’re bringing the others through. Jonathan describes Pearl as feeling like a piece of film. Jack figures they were on film so long they became part of it. If they can be trapped on film before, it can happen again. They can trap them on film, then expose it to light and destroy them forever.
The team meets at the Electro and find Jonathan’s parents in a trance, waiting to be the audience for the circus. As the film comes on the screen, Owen heads to the projector room to stop the film and Jack and Ianto watch as the performers in the film come to life. As they appear, Jack begins filming them, capturing them on film once again. As Pearl greets them, she exclaims that the whole city belongs to them, but she looks worried as she sees Jack and Ianto flee with the film camera.
Owen tries to get into the projector room, but the Ghostmaker emerges. He tries to steal Owen’s breath, but since Owen’s already dead he has none (this will make it at least twice it’s been convenient for Owen to be dead at certain moments) and leaves him alone. As he leaves the theater, Ianto, with Gwen’s help, is able to grab the flask and take off running. He gets to the loft, only to have the Ghostmaker surprise him and grab the flask back. As Jack is filming him, he opens the flask and throws it, sending the contents flying with Ianto chasing after it. If the breaths leave the flask, the people will die. Jack exposes the film he took and all the performers disappear. Ianto catches the flask, but it’s too late; all but one breath was lost and the victims die. The team heads to the hospital, not knowing who was spared.
Jack and Ianto arrive at the hospital to find the little boy from the family of four as the only survivor. They open the flask beneath his mouth and he is breathing again. Back at the hub, Ianto tells Jack he destroyed the rest of Jonathan’s film and he hopes that’s the last of it, but they can never be sure. There are hundreds of film reels locked in people’s basements and attics. Elsewhere, a boy and his dad are at a yard sale as the father asks how much an old film reel costs. As Jack places the Ghostmaker’s flask in the safe, the boy carries the film reel away, but drops it. Jack hears the faintest strains of carnival music before he closes the safe.