The story begins with the Baudelaires still hiding in the trunk of Count Olaf’s car, listening to Count Olaf and his troupe discuss their plans. They talk about a woman named Madame Lulu. Madame Lulu has told Count Olaf where the Baudelaires are hidden each time they move. Count Olaf and his troupe depart the car and the Baudelaires then make it out of the trunk of Count Olaf’s car through some clever lockpicking on the part of Violet Baudelaire. The orphans spy on Madame Lulu’s caravan in Caligari Carnival and hear her explaining to Olaf that her carnival needs more customers otherwise they may close. They also recognize Lulu’s accent as that used by Olaf when he was disguised as Gunther.
They disguise themselves for the carnival’s House of Freaks, using Count Olaf’s disguises stored in the trunk of his car. Sunny Baudelaire wraps herself in a beard to disguise herself as Chabo the Wolf Baby. Violet and Klaus Baudelaire squeeze into one large shirt as a two headed person with highly differing voices, ‘Beverly’ and ‘Elliot’. Madame Lulu hires the children after they do an act for her. She leads them to a caravan with three people inside. Hugo who is a hunchback, Colette, who is a contortionist, and Kevin, who is ambidextrous (and very pessimistic).
The next morning they discover that when Olaf asked the crystal ball Is one Baudelaire parent still alive?, it answered Yes, they are up in the Mortmain Mountains. The children then participate in the freak show. Afterwards, Olaf arrives with a pack of lions and announces that a lion pit shall be made in which one of the freaks shall be thrown tomorrow. This is intended to draw a large audience.
The orphans go back to Lulu’s tent to consult her. They first discover the V.F.D. symbol on the outside, and inside find a secret archival library under the table hidden by a tablecloth. The mysterious effects behind her fortune telling turn out to be no more than ropes and pulleys. They are discovered when Lulu comes in. Lulu breaks down and throws off her disguise, revealing herself as a woman named Olivia who just wants to give people what they want. She is a member of V.F.D. and tells them about the VFD disguise kit and a schism which happened in the organization. Beverly notes that the crystal ball special effects involve a fan belt that could be used to power the cars from the nearby roller coaster, which the orphans and Olivia could use to escape to the Mortmain Mountains.
That night Esmé Squalor comes to the caravan of the freaks in an I Love Freaks outfit. She tells them that whoever is picked to be thrown into the pit of ravenous lions the next day, should throw Madame Lulu in instead. If they do that, they will be made part of Count Olaf’s theater troupe. The next morning the orphans go and get the coaster carts ready.
A large and rude audience shows up to see the lions devour someone.
Among the audience is the female reporter who broke the story that the Baudelaires murdered ‘Count Olaf’. Olaf dramatically unfolds a paper that will show who is to be devoured by lions, and Beverly and Elliot are picked. They manage to stall and eventually create a chaotic scene in which Madame Lulu and one of Olaf’s henchmen (the bald-headed man) fall into the pit and get devoured.
Escaping to Madame Lulu’s tent, the orphans find a map of the mountains with a coffee stain on it. Olaf appears, apparently still not recognizing the Baudelaires in their disguises, and states the stain indicates V.F.D.’s secret base in the Mortmain Mountains. The orphans are recruited into Olaf’s troupe as are the other freaks. Together they depart for the mountains. Beverly and Elliot are in the travel trailer caravan behind Olaf’s car, while Chabo is in the automobile car. Olaf then reveals that Lulu told him that they are the Baudelaires, and the newly recruited freaks cut the caravan off the car while on a steep slope.