Lucifer conducts a train full of condemned souls, including Ms. Merrywood, back up to Heaven. As the train approaches Heaven’s gates, Ms. Merrywood discovers a horseshoe pendant and the condemned souls begin singing hymns (‘’Shovel and Bone’’). In Heaven, God discusses the crisis with his top dog, The Agent. The Agent and The Translators, officers in Heaven’s police force, interrogate Merrywood about her presence and the pendant. In Hell, the Ticket-Keeper warns Lucifer that the carnies are not prepared for a war with Heaven, but Lucifer dismisses him to entertain a cloaked figure. Lucifer opens his book of Aesop’s Fables and reads “The Filly and The Lapdog” to the cloaked person.