As Noah’s life hangs in the balance, Samuel prepares to kill thousands and Peter and the others must band together to stop him and save Emma.
While Peter tries to save Sylar based on his precognitive vision of Emma, Lauren goes after Samuel and Claire learns the dark secrets of Noah’s past.
The new and different Sylar pays Matt a visit, while Peter tries to warn Emma that Samuel isn’t what he seems. Meanwhile, Noah begins his plan to infiltrate the carnival and capture Samuel.
Sylar visits Claire, while Hiro’s past decisions manifest subconsciously due to his brain tumor. Meanwhile, Samuel tries to impress Vanessa, his long-lost love, but things don’t go as planned.
While Hiro and Ando attempt to save Suresh, Bennet tries to expose Samuel’s weakness in his attempt to defeat the carnival leader.
A restored Sylar seeks out the carnival to obtain a new batch of powers, but discovers a new weakness. Meanwhile, Claire and Peter try to resolve their emotions at Nathan’s wake, and Noah and Lauren capture Edgar and try to determine what he knows.
Claire joins the carnival but begins to suspect Samuel has a secret agenda. Hiro returns to find his friend Ando, but is disoriented and has trouble communicating. Samuel seeks out Emma to help him recruit someone with the special ability he needs to make his dream of a homeland a reality.
Noah gets some unexpected visitors, while Claire arrives at the carnival as Samuel’s plans progress. Elsewhere, Peter confronts Sylar and discovers that extreme measures are necessary to stop him.
As Noah hosts a Thanksgiving dinner, an unexpected guest visits the Petrellis. Meanwhile, Lydia tries to discover the truth about one of the carnival’s secrets.
As Matt continues his battle to resists Sylar’s mental domination, Tracy struggles to control her ability and Samuel learns how to tap into the full power of his.