In the Well, Jane relives Miranda's life after she escaped Kay's father. In 1969, a busker woos her while she's on her break from waitressing.
Cliff agonizes over what shirt to wear to Clara's wedding. Rita tries to counsel Vic through his heartbreak.
Just as Cliff is about to leave, Herschel bursts into the room and warns them that armageddon is happening at the county fair and Dorothy needs help. Cliff is torn between joining the team and going to see his daughter but decides to go with the team.
The team arrives at the fairgrounds thanks to Flit and find a badly beaten up Kipling waiting.
Dorothy tries to contain the Candlemaker with her mind but it isn't working.
Kipling explains that the Candlemaker has summoned up everyone's imaginary friends to fight them just before he is dragged off by his imaginary friend, a Punch puppet.
Miranda passes out and wakes up in The Underground where the other alters question why she's trying to save Dorothy when the Candlemaker's already killed two alters.
Rita runs into her childhood cutout fashion collage, Roxy. She puts Rita through her tap dance routine.
Vic confronts Doctor Cowboy, played by his father. After shooting him once, he pops up again to counsel him on his girl issues.
Cliff gets tackled by Jesus.
In Jane's replay, Miranda and John move in together.
Candlemaker warns Dorothy that the longer she resists him, the more he'll torture her friends.
Larry find Kipling, waxed over. He slips on the waxed floor and becomes waxed over as well.
In the funhouse, Cliff fights Jesus.
One by one, the team members come to an understanding with their imaginary friends but then the Candlemaker takes control and waxes them all over except Cliff who gets blown to pieces.
Miranda and John throw a housewarming party which turns out to be an orgy. John pressures Miranda into participating after a co-worker makes a pass at her. While the co-worker is having sex with her, she flashes back to Kay's father molesting her and Miranda disappears and different personalities emerge. Hammerhead gets her away from the co-worker and she tries to run and passes out.
In the Underground, Miranda realizes she betrayed Kay's trust and throws herself into the Well. Jane emerges on the surface and chastises John and the rest of the party. Then she punches him in the face and leaves naked.
On the fairgrounds, Niles tries to get to Dorothy. He has a syringe with which he plans to sedate her. Dorothy's mother appears and calls to her daughter before he can use the syringe. Her mother hands her boots and she manifests a weapon
In the Underground, in the Well, Jane swims towards a light and finds the necklace John gave Miranda and the dead body of the Miranda alter. Kay finds Jane's Station closed. She realizes that Miranda isn't who she thought she was.
Niles begs Dorothy not to fight the Candlemaker but she faces him anyway. The Candlemaker grabs her and takes her into the fire with him.