Residents of Cardiff renovate an old movie house called The Electro into a history museum featuring old celluloid movies. The volunteers discover that a black and white film of a travelling company has a habit of starting itself and running autonomously. Two figures called the Ghostmaker (Julian Bleach) and Mermaid Woman (Camilla Power) step out of the screen and become three dimensional. They vanish into the streets of Cardiff.

Ianto (Gareth David-Lloyd) takes Gwen (Eve Myles) and Owen (Burn Gordon) to see a film there, where he went as a child, because he has seen Jack (John Barrowman) in an old film. Jack admits that he was once “The man who could not die” in travelling carnivals. The troupe he was investigating at the time, called the Night Travellers, would appear at night, coming out of the rain, and disappear mysteriously in the morning. Some of the locals would go missing thereafter.

Ghostmaker and the Mermaid Woman, named Pearl, whom Ianto noticed missing from the film, start to prey on innocent victims. A girl at a bus-stop, a cleaner at a café, and a family in a car breathe their last into a silver flask and fall into a near vegetative state, without saliva or tears. Torchwood finds many stories about the Night Travellers and an old woman in a nursing home (Eileen Essell), who tells them her family was taken.

The Ghostmaker releases more of his friends from the film so they can travel like in the Old Days. Jack thinks he can capture them again with a home movie camera. Except for the Ghostmaker, the Torchwood team captures them in a camera and Jack exposes the film, making them disappear. The Ghostmaker, cornered, throws the flask into the air. Ianto catches it and slams on the lid, but only saves one soul—that of a young boy (Tom Langford). The other victims, losing their breath, die. The flask is stored away at the Hub, and the team thinks they have destroyed the Ghostmaker, but Jack points out that the last scene on the film was of someone buying a reel in a car boot sale.

Julian Bleach, the Ghostmaker, also played Davros on Doctor Who in 2008 and the Nightmare Man on the Sarah Jane Adventures. The Electro Theatre appeared in the same series as Spellman’s Museum of the Circus. He was unable to take Owen’s breath because Owen is dead. Camilla Power, who played Pearl, worked with Tom Baker, the Fourth Doctor, in the BBC version of the Silver Chairs from the Chronicles of Narnia. One of the influences on the creation of Doctor Who was Narnia. Andrew Garfield appears as an extra in the beginning of the episode. The young boy who is saved at the end is played by Tom Langford, who as Frederic in the Doctor Who Christmas Special “The Next Doctor” is saved at the last second. The episode is atmospheric and creepy, like another written by Peter Hammond—Small Worlds, which is the one about the fairies.