| Episode cast overview, first billed only: | |||
| Jack Coleman | ... | Noah Bennet | |
| Greg Grunberg | ... | Matt Parkman | |
| Robert Knepper | ... | Samuel Sullivan | |
| Ali Larter | ... | Tracy Strauss | |
| Hayden Panettiere | ... | Claire Bennet | |
| Zachary Quinto | ... | Sylar | |
| Cristine Rose | ... | Angela Petrelli | |
| Milo Ventimiglia | ... | Peter Petrelli | |
| Madeline Zima | ... | Gretchen Berg | |
| Dawn Olivieri | ... | Lydia | |
| Ray Park | ... | Edgar | |
| Deanne Bray | ... | Emma Coolidge | |
| Todd Stashwick | ... | Eli | |
| Elizabeth Lackey | ... | Janice Parkman (as Lisa Lackey) | |
| Elisabeth Röhm | ... | Lauren Gilmore (as Elisabeth Rohm) | |
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. Written by NBC Publicity