At the carnival, Samuel notices that the residents are giving him a wide berth after his destruction of the nearby town. He goes to see Lydia, who tells him they've closed the carnival to outsiders. She warns that they all wanted a place to call home, but have begun to wonder if that's really what Samuel wants despite his claim. He wonders if she's appointed herself the new spokesman to replace Joseph, and if she's turned the others against him. When Lydia warns that no one respects him, Samuel vows to win back the respect of his family and will do whatever he has to.
Using his mother's mimicked power, Peter has another precognitive dream of Emma using her power in the carnival's House of Mirrors, with Doyle standing nearby. People are screaming in the distance and Sylar arrives saying that he's there to save her. When Peter wakes up, he tries to get hold of Emma without success and then receives a call from his mother.
When Matt comes home with groceries, he finds Sylar there with Janice. Once Matt is sure that Sylar actually is there and isn't a telepathic hallucination, Sylar tells him that he's there on a fact-finding mission, and that he's told Janice they are former partners on the force. Janice goes to make lunch while Sylar tells Matt they have some catching up to do.
Outside Noah's apartment, Gretchen and Claire park in Gretchen's car. Claire is reluctant to go in but Gretchen insists that she needs to tell her father what happened with Sylar. She offers to go in with Claire, but Claire says it's something she has to do. She goes upstairs, bringing coffee, and Lauren answers the door. Lauren lets her in and explains that Noah stepped out for a few minutes. Claire realizes that they're planning an assault on the carnival and wonders what they're up to, and why her father hasn't dropped the matter like he said. Lauren shows her photos of the landslide that Samuel used to bury the town and warns that he's become much more dangerous with all the specials he's gathered. Lauren refuses to say what they have planned, and Claire abruptly says she has to go to class and leaves.
Matt finally gets Sylar to come down to the basement, away from Janice. Once they're alone, Sylar explains that he needs a way to get rid of his powers, and wants Matt to use his telepathy to block them mentally. If Matt refuses, Sylar threatens to kill him. Matt agrees to try, but asks that Sylar release his wife first. Sylar agrees and Matt goes upstairs to get her out.
Peter visits Angela, who claims she's having trouble proposing the final words for Nathan's gravestone. However, she finally admits that she just wanted to see him and is worried that he'll act on his vision. Angela warns her son that no matter what Sylar might do in a single act, he isn't Emma's savior or anyone else's. Peter asks where he can find Sylar and Angela tells him not to try, but Peter insists that Nathan wouldn't have let people fall in harm's way and neither can he.
Claire and Gretchen go back to their dorm room and Claire tells her roommate what happened. Gretchen believes that Claire should simply drop the matter and go to class, and start having a normal life. When Claire objects, Gretchen points out that Noah was right about Samuel. However, Claire doesn't want the other carnival residents suffering for Samuel's crimes, and insists that they just want to live peacefully. Gretchen points out that Claire was only there for a day and has no idea what they really want, and asks Claire to come with her to class. Claire refuses and borrows Gretchen's car to return to the carnival over her roommates objections.
Noah returns to his apartment and tries to call Claire without success. He points out that Lauren should have prevented Claire from leaving, but Lauren notes there was nothing she could have done. Noah packs a sniper rifle and says that he has to stop Samuel now before he kills anyone else. Lauren notes that he's letting emotion cloud his judgment, but when he tells her not to worry, she admits that's worry isn't something she can avoid. Noah smiles at her and says it's time to go.
At the carnival, Claire sneaks in and locates Lydia. When Lydia touches the girl, she empathically realizes that Noah is going to kill Samuel. They go to Lydia's trailer, unaware that an Eli clone is watching them. Inside, Claire insists that no one gets hurt but Lydia warns that Samuel is out of control and won't listen to anyone. As she leaves to get her daughter Amanda and flee to safety, Samuel arrives, notified by Eli. He admits that he screwed up and is out of control, and wishes he could take back what he did. Samuel describes how the first carnival act he and Joseph ever saw was a trapeze act. However, they learned that the performers weren't evolved, but simply used gravity. Samuel admits that Joseph was his gravity, and without his brother, his carnival "family" now fears him. Claire tells him he has to take responsibility by turning himself in and standing trial for his actions. However, Samuel notes that her father isn't a merciful man. Claire insists that she'll convince Noah not to hurt him as long as he surrenders peacefully. Lydia and Claire both insist that Samuel has to turn himself in to protect his extended family.
Noah and Lauren set up on a nearby hill and watch. When Samuel comes out, Noah spots him and prepares to take the shot, but Claire calls him. Without telling her where he is, Noah talks with her and Claire explains that she's convinced Samuel to surrender so that no one else is hurt. Noah directs Claire and Samuel to a field outside of the carnival and hangs up. Lauren figures that it's at trap but Noah believes that Claire is trustworthy. He starts to go to the rendezvous, but Lauren says their safest option is for her to get Samuel while Noah watches through the sniper scope, just in case it is a trap.
Samuel tells the carnival folk that he regrets what he's done, and how he's endangered them all by bringing an agent to their doorstep. He tells them that Claire has arranged his peaceful surrender and he's agreed to sacrifice himself in return for everyone's safety. Suddenly a bullet hits him in the shoulder. As he falls to the ground, an unseen sniper opens fire on the carnival people. One shot hits Claire in the neck, and she crawls to cover near the wounded Samuel.
Matt tries to use his powers to block Sylar's without success. He suggests that Sylar doesn't want to let go of his powers. When Janice comes back, Sylar telekinetically pins her to the wall and threatens to torture her as motivation until Matt succeeds.
Noah and Lauren look around in surprise as the hidden sniper fires at the carnival people. Noah uses his sniper scope to spot the shooter: Eli. Lauren moves in on the sniper and is hit by a shot and Noah shoots him, but the clone simply disappears. Another Eli sneaks up behind Noah and knocks him out.
Claire removes the bullet from her neck as it heals, and Doyle calls Samuel over to Lydia. She's been hit by a shot and is dying. Claire runs to get a first aid kit and tells Samuel to apply pressure to the wound until she returns.
A wounded Lauren hides behind a tree and watches as Eli carries the unconscious Noah down to the carnival. She tries to shoot the carnie but she's unable to draw a bead due to the shock of her wound.
Samuel embraces Lydia as she lies dying, and then kisses her while telling her to see what's in her heart. She winces back in horror and says that she knows what he did. Samuel apologizes and tells her that he needed to create a villain, and she provided the person he needed. Lydia dies as Claire arrives.
Claire tries to call her father as Eli arrives with Noah and tosses him down to the ground along with his sniper rifle. Claire goes to her father, who insists that he didn't shoot anyone. When the carnies turn on Claire and Noah, Claire tries to fight back but Doyle immobilizes her. Samuel insists that they're better than the outsiders and tells Eli to tie Noah up within the House of Mirror and restrain Claire in Samuel's trailer.
When Matt begs Sylar not to hurt Janice, Sylar wonders how Matt has managed to achieve a normal life. Matt explains that they have to separate their powers from their personal lives, and asks Sylar to release Janice. Sylar lets her go and Matt takes her outside to safety. As she leaves, she tells Matt that she worked with similar people and the only way to stop them is to bury them so deeply that they don't hurt anyone ever again. Matt goes back inside and uses his power successfully. Sylar tries to use his powers and realizes that he can't. However, Matt then reveals that he's read Sylar's mind and knows what he's afraid: living forever, alone. He explains that he's trapped Sylar within his own mind. When Matt leaves, Sylar won't remember who Matt is or what he does. Sylar discovers himself standing in the empty Parkman house, unaware that it's a mental landscape.
Matt takes the comatose Sylar down to the basement and starts bricking up within a wall. However, before he can close up the hole, he hears Peter knocking on the door and goes to see him.
Using the compass, Emma arrives at the carnival and sees the people wounded by the sniper. Doyle takes her to Samuel, who is having his shoulder wounded tended. He says that he's been expecting her and that the important thing is that she's here. Samuel explains that she's going to help make a world for themselves. Emma doesn't know what he means, and Samuel says that together they'll show the outside world how great they can be.
Peter shakes Matt's hand and mimics his telepathy, and uses it to discover what Matt has done by reading his mind. He runs down to the basement while Matt explains what he did. Peter says that he has to free Sylar from the mental landscape, grabs his head, and inserts himself inside. He finds himself in an empty city and calls out to Matt.
In the woods, Lauren calls Tracy Strauss and explains that Noah told her to call Tracy in case something went wrong.
Edgar returns to the carnival and cries over Lydia's corpse. He admits to Samuel that he tried to form an alliance with Noah, and wonders how Samuel let things get so bad. Samuel tells the carnies that he was willing to sacrifice himself, but it's clear that the normals of the world will attack them time and time again. He used his terrakinesis to destroy the town because they looked on him with fear and revulsion, and now it's time to put fear behind and show the world what they truly are.