Samuel goes off and tries to bring Emma into the fold by manipulating her about how special her sight-of-sound powers are, while back at the Sullivan Brothers Carnival, Claire becomes more suspicious about Samuel's intentions and deals with not only Samuel's right hand, Replicating Man, Eli, but also the Puppet Master Eric Doyle. A delirium-stricken Hiro returns to Japan and tries to convince Ando in code-talk to help rescue Mohinder from a lunatic asylum in Florida where Hiro forcibly placed him for protection from Samuel.
Claire attends Nathan's funeral while Peter struggles with his grief in his own way by wanting to seek revenge. Meanwhile, Noah and Lauren interrogate a captured Edgar for information to where to find Samuel's carnival. Elsewhere, Sylar returns to Samuel's carnival where he and Lydia try to find a way to emotionally get inside the killer's head to make him see what is troubling him.
H.R.G. recruits Matt to help him take down Samuel, as they use his long-lost love, Vanessa, to lure him to them, but Samuel has his own plans for Vanessa in the works. Meanwhile, Hiro and Ando go to extreme lengths to save Dr. Suresh. Elsewhere, Peter's introduction of Emma to his mother brings forth visions of a very grim future.
Hiro's life hangs in the balance as his brain tumor worsens, prompting him to subconsciously deal with some of his past decisions. Meanwhile, Sylar pays Claire an unexpected visit to get answers as to why he isn't quite himself. Elsewhere, Samuel's plan to impress his long-lost love, Vanessa, takes a terrifying turn.
H.R.G. enacts his plan to take down the Carnival with the help of Lauren and Suresh. Sylar visits Matt looking to understand his desire to make a human connection, but Matt has a plan of his own. Meanwhile, Peter warns Emma of Samuel's intentions after his grim vision of the future.
Peter is forced to travel into Sylar's mind to ask for him to save Emma and the two of them find themselves in a limbo state-like deserted city where they try to find a way out. Meanwhile, Samuel tries to further manipulate Claire by showing the past of Noah's in image flashbacks showing his first wife, and the reasons why he came to work for The Company. Also, a wounded Lauren meets with Emma for medical treatment and to try to get her to listen about Samuel's nefarious plans.