When The Cape tips off Dominic Raoul--aka Scales--that Peter Fleming has been extorting money from him, Scales heads to a costume party on a train to confront Fleming. The Cape and Orwell, also at the party, discover Max and the gang are going to heist the train, and Vince/The Cape is conflicted about what to do. Meanwhile, Dana and Trip must endure scrutiny and taunts while trying to deal with their loss.

Cast: David Lyons, Keith David, Summer Glau, James Frain, Jennifer Ferrin, Ryan Wynott, Dorian Missick, Martin Klebba, Anil Kumar, Izabella Miko, Eric Michael Cole, James DuMont, Dan Glenn, Brian Howe, Vinnie Jones