I liked this episode well enough. The scenes involving the carnival were some of the best of the episode. I liked how Max wouldn't help Cape on the train and their conversation at the end. That was well done and it does remind Cape and the audience that Max and his band are crooks. Though I got a feeling that Max will eventually soften in the end, if the show goes on long enough.
I liked Scales, Vinnie Jones has a kind of brutish swagger. Though I wish he had better dialogue. I did like the flashbacks to his past. It added a little depth to him. I also liked the Fleming/Cape scene when they were trying to save the train.
This show will never be Emmy-material, but its an enjoyable enough B-show ride.