Peter enters Sylar's mindscape and discovers an empty city.
Sylar is working on an endless supply of broken watches when he hears a banging noise. He goes to investigate and finds Peter banging on the street with a pipe. Peter finally convinces him that he's real and explains that Sylar's only been trapped for three hours, even though he believes that he's been there for three years. Sylar figures that Peter is some kind of illusion and runs away. When Peter follows him, Sylar threatens to attack him, but Peter explains that Matt trapped Sylar in a mental landscape where he is fated to be alone. When Sylar wonders why Peter would try to rescue him, Peter explains that he needs his help to save Emma. Sylar reluctantly agrees and invites Peter to try and get them both out. Peter tries to use Matt's power but nothing happens.
At the carnival, Samuel goes to his trailer where Eli is keeping Claire captive. Samuel tells her that Noah is unharmed despite the fact he opened fire on the carnival, but Claire points out that if her father wanted him dead, he'd be dead, not wounded. Samuel tells her that she's naïve and says that she needs to learn who her father really is. He takes her to the House of Mirrors where Noah is held captive. Samuel brings in Damien and explains that he has the ability to reveal a person's memories. Noah tells Samuel to let Claire go now that he has what he wants, but Samuel figures that he's afraid to let his daughter see what he really is. He tells Damien to proceed, and the special projects Noah's memories onto the surrounding mirrors.
Los Angeles, 1985
Noah Bennett is a car salesman trying to convince a couple to purchase their firs automobile. However, he soon takes pity on them and directs them to another dealership with cheaper prices. A woman comes up behind Noah: Kate, his wife. She suggests that he should be writing plays, and then tells her that she has a surprise for him: she's pregnant. Kate worries that he's going to be mad, but Noah is exuberant at the idea of being a father.
Claire insists that knowing that Sandra wasn't Noah's first wife doesn't matter, but Samuel asks if she knows what happened to Kate. Noah doesn't want Claire to see more, but Samuel tells Damien to continue and then leaves.
Los Angeles, 1985
Noah and Kate are at home, celebrating and waiting for the deliveryman with their Chinese food. The man who arrives, Richard, isn't the usual man. When Noah starts to get his money out, Richard telekinetically pins him to the wall and steals their money. When Kate approaches Richard, he telekinetically slams her back into an end table, which shatters and impales her. He runs out as Noah runs to his dying wife's side.
Peter avoids Sylar for a month until Sylar finally tracks him to a rooftop. Peter wants to focus but Sylar taunts him, and Peter punches him. Sylar insists that everyone Peter foresaw dying is gone by now, but Peter insists that they're real. As they walk down the street, Sylar argues that he's not in his mind, because there are books there he's never read. Peter explains that it's all drawn from Sylar' subconscious, even if he doesn't remember it. He suggests that Sylar doesn't want to get out, and Sylar has to admit that he believes he deserves what's happening to him. Peter says that he can't escape alone, and he needs Sylar to help him. When Sylar admits that he finally wants to help leave, a wall suddenly appears in front of them: the wall from Matt's basement. The only way out is to break it down.
Lauren sneaks into the hospital and goes to the dispensary to get something for her bullet wound. Emma comes in and offers to help her, and Lauren explains that Samuel is dangerous and she's there to stop him. Emma realizes that she's working with Noah, and insists that Samuel wouldn't harm anyone. When Samuel comes in, Lauren asks Emma not to give her away and hides. However, Samuel soon realizes that she's there and convinces Emma to tell her where Lauren is hiding. He asks Emma to leave and tells Lauren that he wants to talk to her.
In the House of Mirror, Claire realizes that Noah joined the Company because of Kate's death. Damien concentrates and shows her more of her father's memories.
Los Angeles, 1986
Noah tracks Richard across the country, using newspaper articles and maps. He finally locates someone else with powers, assumes he's connected with Richard, and confronts the repairman as he comes home from work. The man has no idea who Richard is and is surprised to hear there are other people with powers. When Noah threatens him, the man unleashes a seismic wave but Noah shoots and kills him.
Claire realizes she's watching the first time that Noah killed someone. She demands to know what happens next.
Los Angeles, 1986
Noah has returned to selling cars, and no longer cares how much his customers pay. He notices a man watching him and offers to sell him a car, but the man says he's there for another reason. He introduces himself as Thompson and says that he's impressed that Noah killed a special. He offers to help Noah find Richard in return for tracking down other specials for him.
Los Angeles, 1988
Thompson has Noah meet him at a diner and asks how his "one of us, one of them" policy has been working with Claude. Noah admits that he doesn't trust an invisible partner and believes that Claude is abnormal. Thompson warns that he's killed three specials during his grab and bag missions, and that something has to change. He tells Noah that he has to start a family and casually suggests that he marry their waitress... Sandra. When Noah wonders what happens if he refuses to get married, Thompson tells him that he won't.
Noah insists to Claire that he always loved Sandra, and he didn't marry her simply because of the Company's orders. He tells her that it's all in the past and has nothing to do with who he is now.
Gretchen returns to the dorm and finds Noah waiting for her. He tells her that he knows how Claire stole the compass from him and used it to get to the carnival. He asks Gretchen why she left Claire there on her own, and Gretchen says that Claire needed to explore her feelings. Noah tells her to keep Claire away from the carnival. When Gretchen refuses, the Haitian comes in and Noah threatens to have him wipe all of Gretchen's memories of Claire... unless she does what he says.
Angry that her father threatened her friend, Claire storms out.
Sylar goes to see Peter as he pounds on the wall with a sledgehammer and tells him to eat. Peter points out that he doesn't need to eat or sleep because the situation isn't real, and that he's starting to lose track of time. Sylar "remembers" Nathan's memories of how Peter never used to give up, even when he was a boy, and Peter angrily reminds him that he's not Nathan and never will be. Sylar admits that nothing will change, but finally picks up another sledgehammer and approaches the wall.
Lauren tells Samuel that he should turn himself in to protect his family, but he insists that they're strong enough to take what belongs to them. Samuel believes that they can have so much more, and then realizes that Lauren knows from the Suresh film how gathering more specials increases his powers. He wonders if he can change the world with enough power, and Lauren wonders what the world ever did to him. Samuel responds by saying it should have treated him better. Eli arrives and tells Samuel that Claire is on the loose, and Samuel tells him to dispose of Lauren.
Peter wonders what Sylar plans to do, and Sylar tells him that he's going to end it at the wall. Together they assault the wall.
Samuel goes to see Claire, who mockingly tells him that Samuel is a hero and Noah is evil. She figures that's what he wants from her, and notes that Damien didn't show her Noah's memories of the alleged shooting, memories that would have confirmed his guilt. Samuel says that Noah has done plenty of other evil, but Claire tells him that he has no idea what love is, and that the carnival folk view him with fear, not love. Since Vanessa rejected him out of fear, Samuel wants to see the same fear in other normals. He tells Claire that the carnival is going to Central Park in New York City for its greatest performance. Samuel wants Claire with him because she'll live forever, and can relate his legacy to future generations. When Claire refuses, Samuel notes that she sounds like Noah. He sends her to see her father in the souvenir trailer. Once she goes, Eli arrives and tells Samuel that Lauren escaped. Samuel tells him that they have more important matters to deal with, and that he plans to give Claire time to consider his offer.
As Claire goes into the trailer and frees her father, Samuel focuses his powers and opens an enormous sinkhole beneath the trailer. He smiles in triumphant as the trailer sinks out of sight, and then tells Eli to dispose of the people Lydia said could interfere in their plans.
Sylar and Peter have failed to break down the walls. Peter finds a book to give him as a birthday present, and thanks him for being there to keep him sane. When Peter picks up the sledgehammer again, Sylar wonders if he wants to hit him, and Peter admits that he's considered it. He then explains that he can't accept Sylar's apology because he believes it would betray Nathan's memory. Sylar realizes that Peter can't let go of his anger because he'd be letting go of Nathan as well. However, he insists that he's changed. When Peter acknowledges Sylar's change of heart, he hits the wall and a chink opens. The two of them pound on the wall and it breaks down as a bright light shines through.
Peter comes out of his coma and finds himself still in the basement. When the wall starts to shake, he moves away and Sylar telekinetically frees himself. They realize that they've only lost half a day of "real" time, and Peter says it's time to save Emma. As they go upstairs, they find Eli blocking their way. The special summons clones of himself to surround them.
The carnival has moved on, leaving the trailer buried. Claire is unable to get a signal on her cell phone. She and her father call for help, without success.