Fallout picks up right where Homecoming ended. Claire and her father, Mr. Bennet, enter the house and Claire receives some startling revelations as to what her father knows and has been doing. At first, Claire asks, "are you mad at me," to which Mr. Bennet responds that he "has had to do things that he's not proud of in order to keep her safe." The most revealing of his statements to Claire is when she learns that her adoptive father has known about her powers before she even knew and even before she made those tapes. Both of them promise to not let anyone else (besides Zach and Lyle) learn of Claire's abilities and both of them are planning to talk about it to the ones that already do know in order to keep Claire's abilities secret.
Flash over to Union Wells High School, Odessa. Matt Parkman and Audrey are investigating the latest Sylar crime scene. Matt takes a bunch of headache pills, saying he has headaches from his marriage problems. Matt and Audrey then get into a discussion and eventually decide to get more information from Peter Petrelli, the hospice nurse they have in custody. Meanwhile, Peter is having a strange dream about his brother Nathan coming out to bail him. In the dream, he believes he has a connection to everyone that he's met so far with abilities and tells his brother that all of them are the same in some way and that they must stop the bomb. Peter is having doubts however, and stunningly, Nathan turns into Sylar who tells him he "cannot stop it for he knows nothing about power." Peter wakes up in a cold sweat.
In rural Utah, D.L. is shot by Jessica in the arm although the bullet to his head is phased through. D.L. and Micah escape before Jessica can reach him and the audience is taken back to Mr. Bennet and the girl that works for him, Eden. Mr. Bennet goes in to talk to Sylar and says to Gabriel "you aren't going anywhere," and that "he'll find his powers won't work here." Mr. Bennet is trying to figure out how Gabriel has acquired so many abilities while Sylar is plotting a way to get out and capture the much needed spontaneous regeneration ability from his daughter Claire. Mr. Bennet tells Gabriel that's enough before Sylar presses up against the glass and screams, "my name is Sylar!" Later, Eden suggests that she tell Sylar to kill himself but Mr. Bennet disagrees.
The scene then travels back to D.L. and Micah. D.L. is struggling visibly from the bullet wound that Jessica gave him. The two of them find a cabin and D.L. uses his phasing abilities to unlock the door and get bandages for his wound. Micah finds out it was Jessica before D.L. passes out. Then, still in prison, Peter is taken into questioning by Matt and Audrey. It is clear Peter is being affected by Matt's powers as he has a mind-splitting headache. Matt hands him headache medicine before the two cops start asking him questions about why he was at a high school homecoming game. Of course, both of them know that they don't really need to ask him questions as Matt can use his abilities. When he uses them around Peter, however, predictably something strange happens. As soon as Matt reads Peter's mind, a strange buzzing noise fills the air and the two of them appear to be in pain. Then, everything settles back down again and Peter finds himself reading Matt and Audrey's minds. He says, "No, Claire's the one he wants. If you want to protect someone, protect her." That is all Audrey and Matt get out of him however and they leave, telling Peter he's not going to be let go until they get some real answers. Then, in Brooklyn, New York, Mohinder returns and finds a note from Eden before he goes straight to work talking into a phone about the recent murders by Sylar. Back in Texas, Issac has begun drawing again though he confesses to Eden that he does not think he can paint the future sober. Eden tells him that she's leaving, but before she goes, she hands Issac a cell phone and a calling card telling him to change the future. Still at Odessa high school, the scene switches to Hiro and Ando who get into a discussion about not being able to save the cheerleader and whether or not that's dependent on saving the world. In the middle, Hiro gets a call from Issac Mendez who says, "we need to meet."
Claire is then questioned by Audrey. Matt is unable to get anything out of Claire because the Haitian man is blocking him. He tells Audrey that there was a distinct static interfering with his powers and that he's heard it before at the bar where he lost a day. The show changes scenes again going back to Jessica/Nikki who finds D.L.'s bloody shirt in the woods. Nikki is trying to get control, but she is still unable when she suddenly hears Micah's voice. Rushing off with a gun in her hand, she goes towards him.
Flash back to the prison/holding cell. Peter is coughing and apparently sick. Mr. Bennet and Claire enter the cell and Claire's father thanks Peter telling him that he hopes he can return the favor someday. Claire than asks to speak to Peter alone and they get into a talk about powers. Peter says he's not entirely like Claire and that he didn't know he was going to heal before he jumped off the building. When Claire turns around to leave, she informs him, "You're totally my hero."
Jessica/Nikki finally catches up to Micah and D.L. where she ends up hurting Micah before turning back into herself. She apologizes and then the scene switches back to Claire at school. Zach has brought the tapes and Claire destroys them. He promises not to say anything to anyone about her powers. Issac, Hiro, and Ando then end up meeting in the same café where Charlie died. Burnt Toast Diner, Midland Texas. Powers are discussed again and Hiro tells Issac what he saw in the future. "You were lying on the floor dead with your head cut off," Hiro says hesitantly. Issac informs Hiro that the man has been caught and Hiro and Ando are relieved. Ando tells Issac that Hiro's friend was killed by Sylar and Issac realizes that he is now able to draw the future sober. He informs Hiro that he painted a man exploding and Hiro poises the question, "how do you stop an exploding man?"
Back in Odessa again, Claire learns that her brother has forgotten everything. In Utah, Nikki turns herself into the cops telling them to arrest her for murder and then it goes back to Matt and Audrey. Matt is holding a stakeout for the cheerleader's dad. He tries his hardest to read Mr. Bennet again and ends up getting a nosebleed. In exchange, he gets one word. Sylar.
In school, Claire finds out that Zach has also forgotten everything and she runs away in a panic before Mr. Bennet enters Sylar's prison again. Mr. Bennet warns him that they are going to take him apart and find out what makes him tick before he leaves again. The episode goes back to Hiro, Ando, and Issac. The artist is attempting to paint again and he succeeds, getting the blank white look in his eyes that Peter got when he used Isaac's powers. The episode then gives another shock to Claire as the Haitian man shows up. Apparently, he can speak and is planning not to do what Mr. Bennet has told him to do. "It is very important that you know," the Haitian tells Claire. Scene change again to Issac, Hiro, and Ando. Issac has completed the painting and this time it is of Hiro. The painting shows Hiro wielding a sword and fighting a dinosaur. Hiro remarks, "I really need to find that sword." Mohinder then gets a call from Eden, who tells him that she is going to make things right. She goes to Sylar to tell him to kill himself. "Take this gun and shoot yourself with it," she tries to persuade him. Unfortunately for her, Sylar resists and uses his powers to smash the glass in front of him. He grabs Eden and tells her that he is going to take her powers, but she has other plans. Using the gun, Eden then shoots herself to prevent Sylar from acquiring her powers.
Finally, Peter is bailed out by his brother Nathan. He looks even sicker now than he did earlier and Nathan comments on this telling him, "You look like hell." Peter ignores him and goes on explaining everything that's happened to him so far. "I finally get it now, Nathan," Peter tells his brother, "I have these dreams and then when I'm around someone with an ability I can do what they can do." He realizes he has to stop the bomb and Nathan comments that he'd settle for Peter walking straight. Right at that moment, Peter collapses. In another dream sequence, Peter wakes up in New York, only to find it completely deserted. Walking to the street, he sees a vote Nathan Petrelli sign. Then Mohinder gets out of his car and turns away from him. He then sees Matt directing Nikki, Micah, and D.L. to get away from Peter. Claire, in her cheerleader outfit runs up to Peter, and then looks upon him in horror. She mouths something that appears to be an apology before she too runs away. Glancing behind him, Peter spots Simone who tries to go towards him but is stopped by Issac. In the distance, Hiro and Ando watch, but make no move towards him. Significantly, it is only Nathan who goes up to him. As his brother does so, Peter's hands begin to glow and then his eyes light up. Screaming, Peter turns into a roaring ball of energy before he wakes back up in his brother's arms. Peter, breathing heavily, whispers, "It's all my fault. The explosion. It's me." Nathan is confused, but is unable to get any more answers out of Peter before Peter stops breathing and the episode is left unclear as to Peter's survival.