| Episode cast overview, first billed only: | |||
| Jack Coleman | ... | Noah Bennet | |
| Robert Knepper | ... | Samuel Sullivan | |
| Hayden Panettiere | ... | Claire Bennet | |
| Greg Grunberg | ... | Matt Parkman | |
| Zachary Quinto | ... | Sylar | |
| Milo Ventimiglia | ... | Peter Petrelli | |
| Ashley Crow | ... | Sandra Bennet | |
| Madeline Zima | ... | Gretchen Berg | |
| Jimmy Jean-Louis | ... | The Haitian | |
| Deanne Bray | ... | Emma Coolidge | |
| Elisabeth Röhm | ... | Lauren Gilmore (as Elisabeth Rohm) | |
| Todd Stashwick | ... | Eli | |
| Sherri Saum | ... | Kate Bennet | |
| Stephen Monroe Taylor | ... | Richard | |
| Eric Roberts | ... | Thompson | |
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. Written by matt-282