Episode list

A new day begins at the Phantomhive Estate and guests are expected for a business meeting that evening. Lau and Ran-Mao arrive with Cedric Brandel, a businessman who secretly intends to have Ciel killed as Ciel's position as the Queen's guard dog is interfering with his illegal arms trade. However, just when he orders his men to attack, Cedric learns that Sebastian had already dealt with all of them and is killed by the butler. Lau delivers an invitation for the Circus that has just arrived in the city. Sebastian puts Ciel to sleep, eagerly awaiting the day when he will claim his master's soul.

The Queen orders Ciel to investigate the circus' possible connection with missing children as children have vanished from every town the circus has visited. Ciel and Sebastian attend the circus and Sebastian volunteers for one of the acts. A commotion is caused when he finds himself enticed, then attacked, by the tiger. Joker, the ringleader, insists that Sebastian be examined by their doctor. The butler's curiosity is piqued when he finds that many of the performers wear prosthetic limbs made by the doctor. Sebastian asks Joker for a job, and upon being accepted, agrees to return the next day with an "acquaintance" who also wishes to join. Sebastian then tries to investigate the circus further but the snake charmer Snake stops him.

After a brief reunion with Soma and Agni, Sebastian and Ciel return to the circus in the next day to become part of it. But Ciel's abilities are yet to prove, and he is forced to participate in two trials, one of throwing knives and another of tightrope walking, succeeding on both with Sebastian's help. However, once accepted into the circus, the duo discover, much to their surprise, that William T. Spears is also working there undercover, and realize that there is something truly suspicious occurring in Noah's Ark Circus, to the point of having a Grim Reaper personally investigating it.

Ciel and Sebastian begin their undercover job at the circus. William reveals that in the next days, a huge number of souls are to be collected at the circus. While Ciel is paired with another recruit called "Freckles", Sebastian is assigned to sleep in the same tent as William, much to each other's dismay. Later at night, the first-string circus members kidnap a young child in the city, killing all the police officers who intervene. At the circus, the rougher environment take a toll on Ciel's body, but he vows to figure out the truth behind the circus as soon as possible.

Ciel and Sebastian intend to look for clues in the first-string members' tents while they are performing. However, Ciel is left alone when Sebastian and William are summoned to replace injured artists. He finds a mysterious symbol of status in old photos and a letter addressed to Joker that states Ciel's name and biographical information. Ciel is saved from a snake by Doll, one of the main performers, and learns that she is in fact his roommate Freckles. He has a sudden asthma attack, brought on by the abrupt stress and cold. Though bedridden, he sends Sebastian to investigate further. Snake discovers that the duo is spying on them and Joker decides to consult with "Father" before taking action.

Sick and delirious, Ciel has nightmares of his past. Sick and delirious, Ciel has nightmares of his past. Beast, one of the circus members, attempts to convince Joker to flee with her but he claims that they can't run away from their leader. Knowing her feelings for Joker are unrequited, Sebastian seduces Beast and gets her to tell him the name of their leader. The next day, he leaves the circus with Ciel, certain they have the information they need. Once they return home, Soma and Agni condemn Sebastian for not taking care of Ciel while sick and convince him to let him rest for the day. The circus realizes that Ciel, Sebastian, and William are all gone, and fear that their plans are compromised.

Joker meets with his adoptive father, Baron Kelvin, and upon telling him about Ciel and Sebastian, the Baron is eager to meet them, ordering Joker to prepare a banquet. After recovering, Ciel leaves with Sebastian to confront the Baron. They are welcomed by Joker, who now knows who Ciel is. During the banquet, the Baron has Joker perform a gruesome show where the brainwashed children are brutally killed. When one of the missing children are found among them, Ciel goes to kill the Baron but he reveals that he has one more thing to show him. Sebastian and Ciel are shocked upon finding a room built exactly like the one where Ciel was tortured by the cult after his parents' death, where he first summoned Sebastian.

Kelvin reveals that he met Ciel and his father years before the tragedy that befell Ciel's family. He became obsessed with the Phantomhives' beauty and felt that he was too ugly to be worthy of them. Kelvin underwent plastic surgery; when he learned that Ciel survived the attack on his family, he began gathering disabled children in hopes of recreating that night for Ciel. Ciel shoots the Baron dead, and Joker moves to attack him only to have his arm cut off by Sebastian. Joker reveals that the circus members were sent to the Phantomhive estate in order to capture Ciel but the earl has no fear. As expected, Mey-Rin, Baldroy, Finnian and Tanaka are too powerful and skillfully dispose of the members.

As the other Phantomhive servants kill the circus members, Grell collects their souls. At the Kelvin estate, the circus doctor reveals that the prosthetic limbs he developed are manufactured using the bones of the children kidnapped by the circus. The members did not know this and Joker suffers a mental breakdown when he learns what his artificial limb truly is. When the doctor kills another child before Ciel, he orders Sebastian to kill him, and (opposing the Queen's orders to rescue the children alive) commands his butler to burn down the mansion, killing the captive children as well.

As Joker dies from blood loss, he reminisces about how he and his friends were rescued from the slums by the Baron and swore to serve him to protect the other orphans under his care. Doll arrives at the burning mansion for Joker; she attacks Ciel and is apparently killed by Sebastian. Emissaries from the Queen watch the scene but decide to not report Ciel's decision to sacrifice the captive children. On the way to Kelvin's orphanage, Ciel reveals that he ordered the deaths of the children knowing that they would never have their minds restored again. Upon arriving, the two learn that the orphanage was abandoned years before, and the circus members were deceived by the Baron into working for him. Sebastian states that humans' willingness strive for a better future despite the odds is what makes them interesting.