Backstage at the Carnival, Lydia confesses to Samuel. She knows the truth about Joseph, but she has a daughter to look after, so his secret is safe with her. Deep amidst a crisis of faith, Samuel doesn't react, turning instead to deal with Eli, a loyal Carnival lifer. Now that Edgar's gone, will Eli be Samuel's right hand man? Eli accepts the honor, excited to receive his first assignment, retrieving files from H.R.G.'s apartment. As Eli's five exact physical replicas emerge from the shadows, he asks if he can bring his friends along on the job. Samuel smiles, confident that his new right-hand men are going to work out fine.
Back at his apartment, H.R.G. contemplates his wall of research, puzzling over the compass. How does it work? He's interrupted by a knock at the door. Lauren has arrived to pick him up for a date, but she's quickly distracted by the wall. What's the compass? H.R.G. explains that it's a key component to a mystery, and valuable enough to kill for. When he can't find it, he immediately realizes that Claire took it, and picks up the phone to leave her a voice message. Reassuring H.R.G. that they'll find Claire, Lauren offers up the ill-gotten gains of working for the agency, phone call triangulation.
Compass in hand, Claire stands in front of the Carnival gates. Gretchen is instantly unimpressed. They drove 21 hours to go to a Carnival!? Back in Manhattan, Angela finds Peter at work, stuffing an arsenal of drugs and syringes into his paramedic bag. Angela scolds her son: Peter needs to leap over the denial phase of grief and accept the fact that Nathan's dead. Peter insists that Nathan's still in Sylar somewhere -- it's the only reason they're still alive. He's going to find Sylar and take him down once and for all. Just as Angela asks Peter how he intends to fight all of Sylar's powers, The Haitian pops in. Peter won't need to fight Sylar's powers, once he has The Haitian's ability to neutralize them.
Claire stops short before entering the Carnival gates. Maybe they shouldn't do this. It was a stupid idea. After all, they'll probably run into Becky, who's already tried to kill Gretchen twice. Claire turns tail to leave, but Gretchen won't hear of it. She's all about supporting Claire no matter what. They've been on the road for a day, but Claire's been on this road for her entire life, and it led here. She should at least check it out. Samuel interrupts, welcoming the girls to the Carnival.
Samuel hands the girls free passes and invites them to explore the Carnival. It's not as scary as it seems, just show business, which allows them to earn money in an honest way. Being on the move is part of it, but just until they find a better, more permanent way to live. Handing them each a box of "the best popcorn in the world," Samuel asks the girls to stay and meet the family until they see the bottom of their boxes. Then he'll escort them back to their car, and they can drive back to school.
The girls wander through the Carnival. Lured by the promise of "every tattoo a harbinger of things to come," the girls wander into Lydia's Painted Lady tent. When Lydia's robe falls to the floor revealing her back, Gretchen perks up. Lydia instructs Claire to ask a question and take her hand. The question, "Am I supposed to be here?" yields a tattoo of Claire in her cheerleading uniform, surrounded by flames titled "Indestructible Girl." Claire wonders if it means she's going to have a circus act, but Lydia corrects her: the tattoo indicates her desire. Freaked out, Gretchen pulls Claire out of the tent.
Leaving the hospital, Peter gets onto an elevator, where he's joined by Nurse Hammer. Suddenly, Nurse Hammer grabs Peter by the throat and slams him against the wall, then morphs into Sylar. When the elevator door opens on a floor under construction, Peter runs for it. Sylar calmly walks after his prey. He's a little disappointed in Peter's lame plan to syringe him in the neck. That plan worked once already, and Sylar's damn well not going to be fooled twice. Opting for Plan B, Peter pops up behind Sylar and smacks him to the ground with a 2x4 to the back of the head.
Sylar holds out his hand to TK Peter, but nothing happens. While beating the crap out of Sylar, Peter explains that he absorbed The Haitian's power-blocking ability. Now he wants Nathan back. Sylar taunts Peter. Nathan's pretty dead and he should know. What's Peter going to do, beat Nathan out of him? "Yeah, something like that," Peter says wryly, picking up a nail gun. It's painful, but Sylar's not bothered by crucifixion, so Peter lays his hands on Sylar's head, calling his brother out. Sylar's face melts in a morph war as Nathan struggles for the surface.
Creeped out, Gretchen's ready to leave the Carnival, but Claire's got the bug. It's amazing to see people putting their abilities to use. Passing through the games, Gretchen insists that they're conning people; it's a freak show. Claire can think of worse things; maybe she could be the girl they saw in half? The girls pause to watch an obnoxious burly guy and former pitcher at the Milk Bottle game. Claire shows Gretchen that the carnie running the game is preventing the burly guy from winning, but fixing it so that a sweet little girl takes home the big prize. This only proves Gretchen's point. Now that the popcorn's gone, it's time to go. Still, Claire accepts Samuel's offer to tour the backstage area, where the family lives.
Lauren triangulates Claire's location as somewhere in southern Ohio -- it's needle-in-a-haystack time. H.R.G. knows they won't find anything new in his files, but she wants to cross-reference them with the CIA database. She tries to reassure H.R.G.; all girls lie to their fathers. H.R.G. insists he deserves it. He's driven everyone away with his need for control, even Lauren. H.R.G. confesses that they did have feelings for each other in the past, but Lauren took the high road and Haitianed herself. Their moment is interrupted by a knock at the door.
Lauren shuts her laptop as H.R.G. greets Eli, who explains that he's an emissary from Samuel's Carnival. H.R.G. refuses to invite Eli in, and suddenly there are five Elis standing throughout the apartment. They just want to get what they came for and be on their way; no one has to get hurt. Lauren overturns the table, grabs the gun taped underneath and throws it to H.R.G., who shoots one of the Elis, causing him to disappear. H.R.G. yells for her to run for the bathroom, and once one of the Elis knocks the gun out of his hand, he follows.
Inside the bathroom, H.R.G. retrieves another gun, taped under the sink, as Lauren breaks off her heels and rips her dress so she can run into battle. Eli is a multiplier, so they have to take out the prime and they'll be rid of the rest. H.R.G.'s plan? Shoot 'em all and hope for the best. But when Lauren and H.R.G. bust out of the bathroom, the apartment's empty. All the Elis are gone, along with H.R.G.'s files.
Claire and Gretchen debate the merits of the Carnival while watching Samuel tell a bedtime story to a group of kids. Claire insists it's just like any other Carnival, but Gretchen disagrees. What about all the super-powered con artists? Claire doesn't try to con anyone with her ability. Gretchen's point sinks in as Claire is accosted by Doyle, who envelops her with a steamy hug. Samuel found him and his life is forever changed for the better. Now that he lives at the Carnival, he's free to be his complete self.
Gretchen's grossed out -- now Claire's BFFs with a carnie?! Claire admits Doyle kidnapped her once and tried to force her mom into shooting her, but she got over it. Claire balks when Samuel asks her to tell the kids a story, but they all gang up to persuade her. While Claire's busy, Gretchen asks Samuel what he wants with Claire. She's vulnerable; it's not fair for him to toy with her emotions. Bypassing the question, Samuel explains his family encompasses all comers. The only deciding ingredient is love, which they have in ample supply.
Having finally emerged, Nathan watches his nail wounds heal, admitting to Peter that he's tired. He's not sure he can fight anymore. Peter insists that he can, and takes Nathan to get some air. Back at the Carnival, the kids hug Claire in thanks for her story. The burly guy crashes the scene, claiming the Carnival ripped him off, and he wants his money back. Samuel ironically explains that the Carnival offers games of chance and skill, and the guy must not possess the proper skill level to win.
The burly guy starts punching Samuel, who refuses to fight back. Claire steps in, trying to end the fight, but the guy is just getting started, offering to take on any freak. He breaks a bottle and swings at Claire, slashing her face. Samuel smiles as Claire faces the guy and heals before his eyes, claiming he can't hurt them. Stunned, the guy runs off.
Peter takes Nathan to the roof of the hospital, where they reminisce about the last time they were up there -- a lifetime ago. Peter points out that together, the brothers can get through anything, even death. Nathan insists that he's an illusion. Sylar is killing him. Peter begs, but Nathan hurls himself off the roof. Peter catches his hand, pleading with Nathan to pull himself up. Telling Peter to take care of Angela and Claire, Nathan opens his hand and Peter lets go. Nathan morphs back into Sylar on the way down, splatting onto a parked car. In a few moments, Sylar picks himself up, waves to Peter, and walks away.
After the fight, Claire asks Samuel why he didn't fight back. Samuel explains that he has to weigh his decisions carefully to best protect his family, and sometimes the path of least resistance is the wisest. He and Claire are alike; they're both learning new things. He's been taught his whole life to be comfortable as a second class citizen, but now it's time to think bigger. He just needs to figure out how to make the Carnival into something more, and Claire is just the girl to help him. It's time for soul searching, and Claire is welcome to stay for a few days and do just that.
In the parking lot, Claire tells Gretchen that she's going to stay at the Carnival for a few days. Gretchen understands that Claire needs to find out if she belongs there for herself. Gretchen's never felt like she belonged anywhere, and she's happy for Claire. Claire cries, promising she'll see Gretchen on Monday. Watching from the shadows, Samuel promises Lydia that he's going to make everything right; it will all make sense soon. Lydia remarks that Samuel's gone to great lengths to get Claire. What purpose will she serve? Samuel admits, it's not Claire that he's after...
Gretchen drives her car out of the lot. Neither she nor Claire notice the corpse of the burly guy, lying in the bed of a pick-up truck. At dawn, Samuel gathers the carnies around Joseph's grave. Times are changing and they need to change with them. They need to stop running. The only problem is there's not enough of them. They need to grow their ranks, and then return to this exact spot to build a new community where they can live on their own terms. Claire nods in assent, immersed in Samuel's words.