Carnivale Wiki
Season 1, Episode 1
Air date September 14, 2003
Written by Daniel Knauf
Directed by Rodrigo García
Episode Guide
"After the Ball Is Over"

Milfay is the first episode of Season 1 of Carnivale. It is the pilot episode.

In the midst of the Dust Bowl, a traveling carnival roams from town to town scratching out a living. And a Methodist minister regains his faith in the lord after seeing amazing visions.


On a barren farm in the middle of a dust storm a young man, Ben Hawkins, watches over his dying mother. He reaches for her when she has a coughing fit and she pulls away, disgusted. "Don't touch me," she says before dying. Outside, a group of trucks roll down the highway. They stop to find Hawkins digging in the rock hard ground with a man on a bulldozer shouting at him. Samson, the co-manager of a traveling carnival, bets his right hand man, Jonesy, that the man on the bulldozer "squashes" Hawkin's meager resistance. Jonesy agrees and gets out of the truck to help. He realizes that Hawkins is trying to bury his mother and has the carnival roustabouts help. The eclectic troupe, including Siamese twins, a giant, and a bearded lady, hold a small burial service for the deceased. As Samson and the gang try to decide what to do with Hawkins, he collapses.


In Mintern, California, Brother Justin Crowe delivers a sermon on the devil. An older woman tries to leave and Crowe's sister Iris stops her. Justin talks to the woman in his home after the service and catches her trying to steal from the church. Suddenly she starts coughing up gold coins. Brother Justin takes it as a sign from god and asks her to pray with him.

On the road, Ben is passed out in Lila, the bearded lady, and Professor Lodz's truck. The two are discussing their strange passenger and Lila asks Lodz, the carnival's mentalist, to tell her what Hawkins is dreaming about. Lodz gives in and touches Ben's forehead. He starts to convulse and sees strange flashes of two men, one in a tuxedo the other in a military uniform, in a restaurant, a man with a huge tree tattooed on his chest in a corn field, what looks like WWI, and a bear with a tiny hat. Lila pulls Lodz away and he collapses after whispering, "Scudder."


In the morning Ben meets the odd cast of characters and tries to high tail it back to town. On his way he sees one of the trucks from the carnival parked in front of a gas station. He hears a scream from inside and rushes into find two men trying to rape Sofie, the tarot card reader. He saves her and takes her back to camp and Samson tries to convince him to stay on. That night he walks the carnival and sees all the happiness it brings.


Back in California, Brother Justin has a similar nightmare to Ben's and goes for a walk. He stops in front of an Asian whore house and looks up at the sign. It starts to snow and then rain blood. As he watches the sign it burns out except for a small cross in the middle. He drops to his knees and weeps.

The next morning Ben helps pack up the carnival and lets Sofie read his cards. She decides to read his past and as she turns the cards Ben has flashbacks of his mother. She is screaming at him for digging up a dead cat and when she pulls it from him it springs to life. Horrified she says he has been marked by the devil. Later when she is dying he trys to touch her, to heal her, and she shrinks away, grabbing a cross. Sofie sees that Ben is visibly distraught and she asks what he sees. He says he doesn't see anything and tells her to continue. She turns the last card and tells him that he has a great gift that he has kept secret, squandered. She asks what he is hiding and he stammers "nothing" and runs away. He comes to a neighboring field and weeps.

Ben n girl.jpg

A little girl asks why he is crying and he looks up to find a crippled girl that was at the carnival the night before. He asks how long her legs have been crippled and she tells him forever. He bends down and touches them. As he concentrates the field around them starts to shrink and die. He runs off towards the carnival as it leaves and jumps in the last truck. The little girl stands up and runs toward her house, the fields around her dying as she goes.


  • Ben has flashbacks of growing up with his mother.

Memorable Quotes[]

  • Samson: "Before the beginning, after the great war between Heaven and Hell, God created the Earth and gave dominion over it to the crafty ape he called Man. And to each generation was born a creature of light and a creature of darkness, and great armies would clash by night in the ancient war between good and evil. There was magic then, nobility, and unimaginable cruelty. And so it was, until the day that a false sun exploded over Trinity, and man forever traded away wonder for reason."

  • Sofie: "You know, the people in these towns, they're asleep. All day, at work, at home. They're sleepwalkers. We wake them up."

  • Samson: "The point is, kid, I'm about to make you the offer of a lifetime."
  • Ben: "Hey, stop calling me kid. Okay? My name is Ben Hawkins."
  • Samson: "Well, Ben Hawkins, how would you like a career in show business?"

  • Brother Justin: "Latter-day versions of the vile plagues that rained on Egypt, The fires that consumed Sodom and Gomorrah. Scourges of the Old Testament, yes, but even now, brothers and sisters, even now, drought and pestilence fester in the very heart of this great land. Titanic sandstorms, the likes of which man has not seen since the days of the prophets. And I ask myself, what are these things? What are they, if not evidence of God's fury? What are they, if not harbingers of the Apocalypse? And yet...and yet, as I walked to church today, these troubled thoughts were soothed by a balmy wind. And as I looked out upon the endless acres of rich, untilled earth, I realized, brothers and sisters, that this is truly the promised land and that we are indeed blessed."

  • Samson: "Okay, children! Let's shake some dust!"

Main Cast[]


  • John Savage as Henry Scudder
  • Amanda Aday as Dora Mae Dreifuss
  • Don Swayze as Tattooed Man
  • K Callan as Eleanor McGill
  • Frank Collison as Jasper

Guest Stars[]

  • Bobby Preston as Tommy Crane
  • Jenna Boyd as Maddy Crane
  • E.J. Callahan as Lean Man
  • Ryan Hanson as Young Ben
  • Joshua Harto as Junior
  • Lucinda Jenney as Flora Hawkins
  • Jack McGee as Bulldozer Driver
  • Matthew McGrory as Giant
  • Brett Rickaby as Talker
  • Ted Rooney as Flasher
  • Joe Unger as Red
  • Jane Adams as Mother of the Dead Infant
  • Storm Ascher as Poor Girl
  • Kara Green as Farmer
  • Rachelle Roderick as Woman at Carnivale
  • Helen Slayton-Hughes as Scripture Reading Woman
  • Gigi deLeon as Prostitute

Photo Gallery[]

See images from the episode here!