The story begins 80 years ago when the Night Travellers came to town and people arrive from all around to see them perform. It’s billed as a “once in a lifetime” show and promises the audience something they’d never forget for the rest of their lives. The show consists of a series of small stages in a semi-circle, each occupied by various circus performers including jugglers, a strong man and clowns. A young mother brings her daughter to the show and watches as the barker solicits customers from among the passers-by. He’s a sinister looking man with a thin moustache and wearing a tall black hat. He produces a ticket and offers it directly to the little girl, inviting her to step inside. The girl is nervous and the man tempts her again, creepily. She takes the ticket and passes through the gate into the main area. The mother is distracted for a second by the cry of an animal in the nearby woods - but when she turns back, she finds the circus has completely disappeared. There are no stages, no performers, no crowds, no barker - and there’s no sign of her daughter. The mother is alone in a completely empty field, with no evidence that anyone had ever been there…

In his studio workshop inside an empty warehouse, a young man named Jonathan splices together a series of old black and white clips from some reels of film. The footage includes various shots of Cardiff at it once looked many years ago, when the streets were empty of traffic apart from a few cars and bicycles weaving between the trams. Further clips show people going about their business as well as officers in military uniform. Suddenly, the image of the barker appears on the screen, as if beckoning Jonathan himself. Jonathan has no idea where the clip of the barker came from, but it’s not one he wanted, so he removes the film from the projector and is about to cut that section out when the windows burst open, sending equipment flying. Jonathan rushes over to close the windows, and as he does so the film mysteriously winds itself back onto the projector. When he returns to the screen, he sees that the image of the barker has superimposed itself over the top of the other clips. The whole reel winds itself back to the beginning and then comes loose from the spool. But the image of the barker is still on the screen, still beckoning to Jonathan as if he‘s looking directly at him.

In the Hub, Jack is alone. As he makes himself a drink, he hears the faint sound of an organ playing circus music. When Tosh arrives and starts working at her station, Jack tells her what he heard but she says she didn’t hear anything. He asks if there’s a circus or a travelling fair in town, but the weather is so bad she says they’d be wasting their time. Jack asks about Ianto and Tosh tells him he’s gone to the cinema with Gwen and Owen. The building has a record of Rift activity and although it’s been quiet for years, there was some kind of ‘opening night‘ happening there and he wanted to check it out. Tosh looks up from her work and realises Jack has long gone.

Ianto, Gwen and Owen make their way through torrential rain towards the cinema. Owen wastes no time in complaining about their trip, but Ianto assures him this is more than just any old cinema - it’s the Electro. They arrive at a huge building which has been renovated in the style of an old fashioned cinema from the silent movie days. Excitedly they run inside just as the manager, Dave Penn, comes hurriedly downstairs and asks his wife, who’s selling tickets behind the counter, where their son has got to. Faith assures him he’ll be here on time - but at that very moment, their son Jonathan is racing out of the warehouse, clutching a can of film close to his chest. Dave can’t start tonight’s performance until Jonathan arrives with the film, so although he greets the arriving customers with a smile, he‘s becoming increasingly nervous. Ianto tells Gwen and Owen that he loves this place and used to come here with his dad to see the kids films on Saturday mornings. Gwen wonders where the popcorn and ice cream is, but Owen tells her this is more of an educational cinema. As they make their way into the auditorium, Jonathan arrives and Dave rebukes him for being late. Jonathan tries to tell him about what happened, but Dave isn’t interested and orders him to go straight up to the projection room.

Upstairs, Jonathan opens up the can of film and hurriedly places the spool onto the projector. Dave and Faith take to the stage and proudly announce (to an audience of just 18 people) their programme for tonight. They will be offering a selection of footage that shows how the Electro Cinema and Hope Street looked in days gone by. Dave tells the audience to look carefully in case they see any of their own long-dead relatives standing in the cinema queue. He pauses for laughter, but there is none, so he hands over to Bernard at the side of the stage who begins to play contemporary music on his organ. The curtains pull back and Jonathan starts showing the film. Everything seems to be going fine and the film includes the same shots he prepared earlier - but then instead of streets and people, the film changes and starts showing images of circus performers juggling and lifting weights. Watching from the front seats, Dave frowns as the footage isn’t what he expected. Gwen and Owen laugh at some of the old-fashioned acts and Ianto tells them to be quiet. Dave realises Jonathan must be showing the wrong film and he storms off in anger. Gwen is also wondering why they’re not seeing any footage of the Hope Street, but suddenly the picture changes again to the barker, still peering into the camera and beckoning to the audience as if he can actually see them. In the projection room, Jonathan is horrified and desperately tries to remove the film from the spool. When this fails, he tries to turn the equipment itself off, but that doesn’t work either.

In the auditorium, Gwen and Owen are getting increasingly bored, but Ianto seems completely transfixed by the images on the screen. Dave bursts into the projection room and demands to know where the film came from, but Jonathan says he doesn’t know and insists that he didn’t edit those clips in. He tells his father the machine won’t switch off, so Dave tries yanking at the spool himself. Gwen has started to realise that the film is made up of the same clips of circus acts being shown over and over again. Owen agrees and decides it’s time to leave, but as he and Gwen rise from their seats, a new clip suddenly appears on the screen. It shows Jack, apparently performing before an audience, holding a gun at his own head. The footage is in black and white and seems from the same period as the rest of the film. When Ianto sees the clip he comes out of his trance, but unfortunately neither Gwen nor Owen saw it and when they turn back to look at the screen, it’s gone back to showing the other circus acts on a loop. Ianto tells them to wait for the clip to come around again, but all it shows is the mysterious barker beckoning the audience to come in. Then the film unexpectedly stops, so Gwen and Owen decide enough is enough and get up to leave. Ianto lingers behind, confused, and he’s startled when huge shadows appear briefly on the walls of the cinema…but when he looks round, there’s no one else there.

Jack arrives at the cinema in the SUV and joins the others inside. Ianto tells him about the shadows that ran past him after the film stopped, but he says they weren’t clear enough to make out. He also says he saw Jack in the film and that he appeared to be part of a travelling show, performing on a stage inside a tent. Ianto seems to be overwhelmed by the idea that all the performers and their history have been trapped on film forever and Jack explains that although cinema may have saved their images, it killed off the travelling shows themselves.

A young woman is sheltering from the torrential rain in a bus stop on Hope Street while she makes a call to her mother to arrange a lift home. Across the road, the barker and Pearl, one of the performers from the Night Travellers’ circus, stand silently in the rain watching her. As they slowly walk towards her, Pearl pauses briefly to cup some water in her hands and splash it on her face. The barker produces a ticket and invites the young woman to the travelling show. She turns the offer down and Pearl strokes the woman’s hair and suggests she might like to become a member of the show instead. The barker agrees and says she could travel with them…forever. The woman becomes nervous and tells them to go away, but then the barker reaches out to touch her mouth and she begins to struggle for breath. The barker takes out an odd looking silver flask and uses it to capture the woman’s last breath before she collapses to the ground.

Jack and Ianto join Jonathan in the projection room and he explains that the equipment seemed to go haywire and carried on working even after the electricity was switched off, as though it had a mind of its own. Ianto tests the projector, but everything seems to be working normally now. Jack asks Jonathan where he got the original film from and he says there were stacks of cans in the cinema basement. He’d been making a compilation of footage taken years ago of Hope Street and the Electro for their opening night, but he swears that the circus clips weren’t among them. He says it’s like the clips themselves wanted to be seen and Jack suggests something is trying to get through. As he removes the film from the projector, Tosh contacts Jack to say that the screens inside the Hub flickered and froze for a second and that she’d heard the fairground sound that he mentioned earlier. She couldn’t trace the source, but there was a peak in Rift activity coming from the Electro and from another street nearby that runs parallel to Hope Street.

Jack and the others take the SUV and drive to the co-ordinates Tosh has provided. When they arrive, they find the young woman sitting at the bus stop, staring into space and apparently in some sort of waking coma. The skin on her face has become wrinkled, especially around the mouth. Jack suspects she may be epileptic but she isn’t wearing a tag. Owen examines her and says she shouldn’t really be alive because although she has a heartbeat, she isn’t breathing. There’s no saliva in her mouth and her lips are as dry as a bone and severely cracked. He says they should get her straight to hospital.

Not far away, the barker and Pearl approach a café where a woman inside is clearing up for the night. As the owner wipes away the tables, she looks up and sees Pearl standing by the window, staring at her, silently. She ignores her, but then the barker bangs loudly on the door. The woman opens it and tells him they’re closed for the night. He refuses to move and she tells him again, then Pearl whispers to the barker to make the woman cry as she wants to drink her tears. The barker reaches out and forces open the woman’s mouth…

At the hospital, Owen has identified the woman from the bus stop as Nettie Williams. Her parents are outside and have told him Nettie was visiting some friends. No witnesses have come forward yet and no one seems to be able to communicate with her. Owen says her auto-responses are non-existent and the hospital are treating it as a coma, but they’re totally wrong as there are none of the usual symptoms. He’s intrigued by the dehydration and likens it to when a spider sucks the liquid out of its victims, except that she‘s been left partly alive. Suddenly the doors burst open and Ianto rushes in, followed by the medical staff wheeling in another victim. This is the restaurant owner who was discovered lying in her own doorway on the corner of Hope Street in exactly the same state as Nettie. As Jack and the others leave, Owen says their condition makes no sense. Jack thinks it’s almost like a part of the victims has been removed and taken elsewhere. He says that for the body to remain alive, there has to be a lifeforce somewhere, but it appears to have been separated and stolen. Ianto asks who would have the power to do that, but Jack doesn’t know. So far they have two victims, apparently chosen at random, and he wonders who will be next. Whoever’s doing it has the whole city to choose from, possibly even the whole world.

Back at the Hub, the group settle down to watch the film they removed from the cinema. It begins with footage of the weight lifter, followed by the jugglers and then the clowns. Jack smiles and says he actually knew the two clowns and remembers them arguing day and night. The film continues with a tightrope walker and then it shows a clip of Jack pointing a gun at his own head in front of the audience. Ianto is pleased to see that his account of the screening at the Electro has been confirmed. Gwen teases Jack that he used to be a stand-up performer and a song-and-dance man, but the others are amazed to think that Jack was once part of this freak show. The clips start coming round again, as if on a loop, and when Jack sees a tattooed man he suddenly realises they’re watching the Night Travellers. This means they really did exist and although Jack never worked with them - or even met anyone who did - he’d heard stories about them that were circulating around that time. They only worked in the dead of night and people used to say they came from out of the rain and left a trail of damage and sorrow wherever they performed. This happened about 80 years ago, then after that, people stopped going to watch travelling shows and they started to fade away and die out. All we have to remember them by now are a few remaining film clips.

Ianto is certain something is ‘missing‘ and insists the film is somehow different. Tosh plays it back frame by frame and after watching it a few times, Ianto discovers what’s wrong. The film shows an image of a water tank with members of the audience apparently staring at nothing. Ianto says there used to be a woman standing in front of the tank, but now she‘s disappeared from the film. The next clip is the one with the barker - but he too is missing. Gwen wonders if they brought the right can of film back but Jack is positive they have. The group realises that two people from a piece of film that’s 80 years old have decided to go AWOL. Jack says these people have been trapped in the film, seemingly forever, but when the cinema was re-opened and Jonathan ran the film, it gave them the chance to become physical and escape. Jack decides they should find out more about the havoc these people caused in the past and the best way to do that would be to find witnesses. Owen suggests they check the parish records as far back as they can. Jack asks Tosh to keep a look out for further sightings then asks Ianto to accompany him as he needs the benefit of his local knowledge.

Jack tells Ianto that people never knew when the Night Travellers would arrive and they just seemed to appear out of nowhere. He says he was sent to investigate rumours about them, but he avoids Ianto’s question about who sent him. He says he joined a small UK-based group and was billed as ‘The Man Who Couldn’t Die’, but his group had to send out flyers and bang drums to attract paying customers, whereas the Night Travellers never had a problem drawing an audience. It seems they always knew where to look.

“Step along now, ladies and gentlemen, come and see the show of a lifetime. Fill your eyes with the spectacle of the Tattooed Man; witness for yourself the superhuman strength of the Mighty Stromboli - he can take on Sampson, Delilah and Hercules with one arm tied behind his back and still have the strength to dig their graves. Come along now, ladies and gentlemen - the night won’t wait forever. Come and see the amazing Pearl. She lives in water, she sleeps among the waves, she can reach the bottom of the oceans, she has swum the Seven Seas, she is the nearest thing that you will ever see to a living mermaid. She will take your breath away…”

Jack and Ianto check the details of all the other old cinemas in Cardiff but most of them have either been pulled down or converted into pubs. Ianto confirms that the Electro is the only old cinema left and it’s possible the Night Travellers may even have performed there once. Jack thinks that if cinema killed the travelling show, this might be their way of fighting back. It could be their only chance to escape before every old movie theatre and every piece of film has gone. They were trapped and forgotten on film and now they’re looking for a new audience, so what better way to get revenge?

A man is driving his young family through the town when he suddenly slams on the brakes. The barker and Pearl are standing in the middle of the road and the car stops just feet away from them, but when the others look up to see what’s happening, the two mysterious figures have disappeared. The man thinks he must have seen ghosts, but when his wife tells him not to be stupid, the barker’s face appears pressed up against her window. She screams…

Tosh tells Gwen and Owen that the sensors are registering the sea, but for some reason they seem to be showing it inland as if it’s running through the centre of town. When Jack and Ianto join them, things have returned to normal, but Tosh insists that she definitely heard the sound of waves and seagulls and could almost smell the ozone. There have been no more sightings recently and Jack wonders what the Travellers are up to…

The barker and Pearl are resting by an old abandoned open-air swimming pool. The water has long gone, but Pearl takes the opportunity to moisten her body with the last of the rain water that’s collected at the bottom. She sits next to the barker and he can smell the water on her. She invites him to taste it and he begins to lick her body. He tells her they now have six lifeforces and their ghosts will be their new audience, one that will never leave. They can still hear their victims’ last breaths trapped within the flask. Pearl is worried about the other Travellers who are still trapped and asks if they can bring them here too so they can start performing again. The barker agrees, but says they need to get hold of the rest of the film first…

Jack and Ianto return to the hospital where the nurse tells them there have been further cases. She takes them to see two young children who were found in a car near Hope Street with their parents. The children are in the same condition as the previous victims, apparently in a coma and with dehydrated faces. The nurse explains that the parents are in the same cataleptic state too. When Jack tells Ianto that the Travellers were said to have come from out of the rain, the nurse reacts immediately and says the words reminded her of something she’d heard once before. Then she remembers it was said by a former patient of hers called Christina when she used to work at Providence Park, a nearby psychiatric hospital. Christina was a full-time patient and had been there since she was a child, but whenever any kind of entertainment show was laid on she became scared and would run away because she thought they were coming to steal her last breath.

The next morning, Jack and Ianto go to Providence Park in the hope of finding their first living witness. They meet Christina, an elderly lady in a wheelchair, who realises straight away that Jack’s eyes are older than his face. She says this is bad because it means he’s from nowhere and doesn’t belong. Jack asks about the people who came out of the rain. She says she was just a child at the time, probably five or six, but they came to the village at night and she remembers hearing hurdy-gurdy music. There were acrobats, a man with fire in his hands, another man in dark clothes and a beautiful woman in a silver costume who seemed to glisten. Christina can sense that the Travellers touched Ianto as they passed him by. Ianto asks about the man in dark clothes and she says he spoke to her and asked if she would like to join their travelling show. He took a kind of flask out of his pocket and it was polished like silver. She asked him his name and he said he was the ‘ghostmaker’ and that he wanted to take her breath and put it in his flask so she would be in his audience forever. When she heard this, she ran away as fast as she could. Later that night, people went missing from the village, including her mother and father.

The only rain left in the old swimming pool has been collected in a small tray. Pearl drinks the water and washes her face slowly, then she crosses over to a series of wooden chalets and opens one of the doors. Inside, the ghostly images of their six victims are standing silently, staring into space.

Back at the Hub, Gwen has collected together some contemporary newspaper articles which she presents to the group. On 11 August 1901, eight people went missing in the market town of Church Stretton after a travelling show visited. Earlier, in 1898, a similar thing happened in a small village called Wellsfield. There seem to have been a lot of old wives tales attached to these disappearances over the years - stories of people being found alive, but deprived of breath and children being told to hold their breath whenever a travelling show passed by. One local paper told of a man who insisted that his dead wife could be brought back to life providing a certain flask containing her breath could be found. The group realises this is how the ghostmaker works his magic, by trapping people’s last breaths inside a silver flask. If they can find that, they may be able to save his victims.

Jonathan Penn returns to his studio inside the warehouse and is worried when he finds the main door open. He nervously enters and is shocked to see the entire room has been trashed, with whole cans of film opened and left abandoned on the floor. Hearing a noise, he goes to the bathroom at the back of the studio where he sees water spilling over the top of the bath onto the floor. He moves closer and sees Pearl lying in the bath, almost completely immersed in the water. Suddenly she lunges towards Jonathan, who backs away terrified and races out of the studio. Pearl enters the main room where the barker, or ‘ghostmaker’, has emerged from the shadows where he was hiding. He tells Pearl that he’s found the film they were looking for and it’s time to bring the others back.

Jonathan races through the streets until he’s confident he’s got far enough away from the warehouse, then he makes an urgent phone call. He tells Jack that the people he’s looking for are in his flat right now. Shortly afterwards, the SUV screeches to a halt and Jack and Ianto join Jonathan, drawing their weapons. The three of them return to the warehouse and slowly approach the studio. Jonathan tells them there was a woman lying underwater in the bath and he thought she’d drowned, but he says he didn’t see anyone else. They enter the studio and Jonathan directs them to the back room, but there’s no one there any more.

Jonathan’s parents arrive at the Electro Cinema and are surprised to find the doors are already unlocked. They hear music from the organ, which is strange as they know Bernard wasn’t supposed to be coming in today. The go into the main auditorium and are shocked to see Pearl standing at the front of the stage with a torch. She turns to face them and invites them to step forward.

In the studio, Jack theorises that the travellers probably can’t leave the area or move too far away from the Electro. Jonathan points out that all the old film cans containing clips from circus sideshows have been opened and Ianto realises they’re bringing more people through. Jack says they need to stop them so he contacts Gwen and Owen and asks them to go to the cinema. Jonathan tells them that when the woman grabbed his hand, it wasn’t like touching flesh but more like a piece of plastic or celluloid. Jack says they’ve been on the film so long they’ve actually become a part of it. He wonders what would happen if they filmed the travellers a second time, effectively making a film of a film. If the travellers are made of camphor and nitrate, they’re basically just shadow and light. Jack plans to film them and then expose the film to as much light as possible to blank them out.

Gwen and Owen arrive at the cinema, but find the building is locked up. Jack, Ianto and Jonathan join them and they listen to the organ music coming from inside. Jonathan is worried about his mum and dad so he opens the doors quickly and they race inside. In the main auditorium, they find Dave and Faith sitting in silence facing the screen. Jonathan tries to speak to them, but they don’t respond and appear to be frozen in time, as if providing the circus with its audience. The music starts up again and the curtains pull back, so Jack tells Owen and Gwen to get Jonathan to safety. The film begins on the screen with images of the circus strong man, followed by the jugglers in the same sequence as before.

Jack and Ianto duck for cover behind the seat as the strong man from the black and white footage on the screen literally steps forward, coming out of the film itself and appearing fully corporeal on the stage. Jack begins filming on a small movie camera as the strong man joins Pearl. Seconds later, the two jugglers also cross out of the film and step onto the stage. By the time Gwen returns and watches from the shadows, the others have been joined by the two clowns and the tattooed man. Pearl welcomes them and tells them this place, in fact the whole city, belongs to them now. Then her smile fades as she sees Jack and Ianto, complete with camera, backing away and leaving the auditorium.

Owen makes his way up to the projection room. He bangs on the locked door and demands that whoever’s inside open up - but when the door opens, it’s the ghostmaker. The sinister man grabs Owen’s mouth and prepares to remove his last breath, but then stops in confusion. Realising there’s no breath inside Owen, he dismisses him as of no value and moves off…

Ianto and Gwen appear behind the ghostmaker and, realising the man is carrying the flask, Gwen jumps on him and tries to wrestle it from his grasp. As he raises his hand and prepares to club Gwen with the flask, Ianto takes the opportunity to snatch it from him and runs away. He leaves the building and races across the street, disappearing into the distance. Jack and Owen find Gwen on the floor and after checking that she’s alright, Jack sends Owen back to look after the family while he and Gwen give chase.

Ianto runs down street after street, ducking and diving between buildings and through archways until he reaches a metal staircase. He prepares to run up it, but the ghostmaker appears from nowhere and grabs him. Ianto collapses in pain and the ghostmaker snatches back his flask and flees up the staircase. Jack and Gwen arrive and Jack points the movie camera up at the strange man and starts to film him. The ghostmaker pulls the stopper out and then hurls the flask into the sky. As it flies through the air, each of the individual breaths from his victims escapes one by one. Jack opens up the camera and then pulls out the film, exposing it to the air. Immediately, the ghostmaker’s body begins to flare and then he disappears. In the cinema, exactly the same thing happens to each of the other travellers, including Pearl.

Ianto leaps across the courtyard and positions himself under the flask as it starts to drop back down. He catches it and places his hand over the flask to prevent any more breaths escaping. In the chalet near the swimming pool, each of the ghostly victims starts to vanish as their lifeforces disappear into the ether. At the same time, the comatose victims inside the hospital cry out and spasm momentarily before dying. The nurses rush over to check them, but it’s too late. Ianto places the flask up to his ear and listens carefully, but he can only hear one breath remaining, calling out to him. Gwen carefully places the stopper back in and they start to relax. They’ve managed to save at least one of the victims…but which one?

Jack and Ianto return to the hospital where a nurse gives them the bad news. She says there was nothing they could do to save their patients as they died so suddenly - except for one poor little soul. She takes them to the room where a young boy, one of the children from the car that was stopped by the ghostmaker and Pearl, is now lying alone and still in his coma. The hospital staff expect that he’ll be the next to go, but Jack has other ideas. He asks the nurse to trust him and then produces the silver flask which he holds under the boy’s mouth. The nurse asks what’s inside the flask and Jack tells her it’s the boy’s last breath. He releases the stopper and they watch as the breath slowly emerges from the flask and goes inside the boy. The boy starts to cough and choke, but then he begins to settle down and return to normal. He opens his eyes and smiles at Jack, who welcomes him back.