His swagger and smile a thing of the past, Samuel exits his trailer wrapped in a blanket and heads for the breakfast table. No one will look him in the eye save for Lydia. After all he's done for his family, no one trusts him anymore. When Lydia reaches out a reassuring hand, Samuel grabs her arm angrily. Now he's the villain and Lydia has become the empath to replace Joseph; everyone's looking to her to be their voice. Lydia admits that no one respects Samuel anymore. Determined, Samuel vows to win back their love, promising to do whatever it takes to prove his worth.
Terrified, Emma compulsively plays cello at the Carnival, unable to stop herself as chaos descends. When Sylar appears, offering to save her, she screams. Peter wakes up sweating from his nightmare, then picks up the phone to call the hospital. Has anyone seen Emma? The next call Peter makes is to his mother. In Los Angeles, Matt returns home with a load of groceries to behold Sylar, chatting casually with Janice, claiming to be Matt's ex-partner. Sylar admits that his life has taken a complicated turn since they last saw each other. He's on a fact-finding mission, and Janice has invited him to stay for lunch.
Gretchen stops the car outside H.R.G.'s apartment. Claire came wanting to make peace with her father, but now she's having second thoughts. Nevertheless, Gretchen insists that Claire has to tell H.R.G. about her run-in with Sylar, and offers to come with. Claire resolves to go it alone, knowing that she has a long list of things to talk about, and exits the car with two coffees and knocks on her dad's door.
Lauren opens the door, stunned to see Claire, and stands blocking her view of the apartment, where raid preparations are underway. H.R.G. stepped out, he'll be right back. Once inside, Claire is dismayed to see all the Primatech files and satellite maps, telling Lauren to tell H.R.G. that whatever he's doing, he needs to stop. Lauren cranks up her MiFi to show Claire aerial footage of Samuel destroying the town, explaining their motivation: 200 innocent townspeople perished in Samuel's landslide; the more specials he's around, the greater his power. Reading between the lines, Claire tells Lauren she has to get to class and darts out the door.
Sylar chats happily throughout lunch, regaling Janice with tales of the good old days when he and Matt were "partners." Finally, Matt can't take it anymore, telling Janice that he wants to show "Gabe" some projects he's been working on in the basement. Once out of earshot, Matt asks what Sylar's so-called fact finding mission is all about. Sylar realizes that in some way Matt is stronger than he is; Matt has learned to live with his powers. Now, he wants Matt to go inside his head and take away his powers. He can't live with them anymore. Matt protests -- he has no idea how to do something like that. Look what happened last time! But when Sylar threatens Janice and Baby Matty, Matt relents to give it a try, so long as Sylar promises to let them go.
Peter arrives at Angela's to find her worrying over the words to be carved into Nathan's headstone; deciding would make his death seem too real, too final. Peter wants to talk about their shared dream of Emma. Angela reminds that one isolated event in a dream doesn't make Sylar Emma's savior. Still, Peter wants Angela to tell him where Sylar is. Angela begs Peter not to go, but Peter insists that Emma is in trouble and who knows how many people's lives are at stake. Nathan wouldn't turn his back on them and neither will Peter.
Back at the dorm, Claire downloads everything she found out from Lauren to Gretchen -- there's no way it's going to end well. What does Gretchen think she should do? Unimpressed, Gretchen suggests that Claire try going to class for once -- what can she really do, anyway? H.R.G. was right, Claire should never have gone to the Carnival. Claire insists that Samuel is the only bad guy; the rest of the carnies are all families with kids who just want to live their lives. She asks to borrow Gretchen's car, but Gretchen says no, and begs Claire to come to class with her. Didn't Claire say she just wanted a normal life? Suddenly on different sides from her only friend, Claire takes off on foot.
Back at his apartment, H.R.G. tries to call Claire, but she doesn't answer. He lays into Lauren: she shouldn't have let Claire go without talking to him first. Lauren protests. What was she supposed to do -- lock Claire in a closet? H.R.G. decides that it's time to raid the Carnival. They can't afford to sit around and wait to see what Samuel does next. Lauren concedes that it's the right thing to do, but H.R.G.'s too emotional, and there's no room for that. H.R.G. claims he'll be fine, Lauren doesn't have to worry about him. Reflecting on her growing feelings for him, Lauren explains that not worrying is no longer an option.
Claire slips into the Carnival to find Lydia, and grabs her hands. Lydia immediately knows that H.R.G. is coming for Samuel; if Samuel finds out, there'll be BIG trouble. Claire explains. The reason she came to warn Lydia is that she's seen how things can go wrong, and doesn't want anyone getting hurt. The girls move for the privacy of Lydia's tent, without seeing Eli, who makes a beeline for Samuel. Lydia tells Claire that Samuel will never turn himself in, but Claire insists, they have to try. Knowing that Samuel won't listen to anyone, Lydia runs off to find Amanda...
...and smacks right into Samuel! He doesn't blame Lydia for wanting to run away. After all, look what he did to that town. He doesn't know what he was thinking, and wishes he could take it all back. Samuel tells Lydia a story: the first carnival act he ever saw was the trapeze. He thought there were powers involved, but was surprised to learn that it was only gravity -- which means different things to different people. His gravity used to be Joseph, and now the only strength he has left -- his family -- is afraid of him. Promising that H.R.G. won't hurt him, Claire insists that Samuel take responsibility and turn himself in. Lydia begs Samuel to listen to Claire. If he cares about his family, he should do whatever it takes to protect them.
Lying on a ridge overlooking the Carnival, H.R.G. finds Samuel in his sniper scope, and is about to get busy, when Lauren spies Claire. Just then, Claire calls H.R.G. to inform him that Samuel will surrender, as long as the rest of the Carnival denizens remain safe and off the grid. If there's any chance to get this done without anyone getting hurt, they have to try. Telling Claire to meet him with Samuel in the field outside the Carnival, H.R.G. hangs up. Lauren scoffs -- Samuel won't go peacefully -- but H.R.G. insists on trusting his daughter. Besides, they'll have a clearer shot on Samuel in the field. Knowing H.R.G. to be a better shot, Lauren tells him to be careful, and leaves with the intention of escorting Samuel to the field.
H.R.G. keeps Samuel in his crosshairs as Lauren starts down the hill. Samuel puts his hands up, and climbs on stage amidst a gathering of carnies to atone for his actions. Regrettably, he's brought an agent to their door. But it's okay, Claire has arranged for his peaceful surrender, and he'll sacrifice himself in exchange for the safety of his family. Suddenly, a bullet rips into Samuel's shoulder. He collapses and falls off the stage, as more and more bullets rain down. It's sheer chaos as the carnies run for cover. Claire looks for the muzzle flare and gets shot in the throat, falling to the ground alongside Samuel.
Matt applies his hands to Sylar's head and tries to bury his abilities, but is ultimately thrown back off of Sylar. He claims that Sylar is inadvertently pushing him away. Maybe he's not ready to let go of his powers? Just then, Janice pops in. Freaked, Sylar pins her up against a wall. Matt pleads for Janice's life, promising to try again. Sylar comments that maybe what Matt needs is the right motivation... If Matt doesn't purge him of his powers, Sylar promises to use all of them -- very creatively -- on Janice.
Hearing gunshots that aren't coming out of his weapon, H.R.G. looks through his scope for the muzzle flash, spying Eli shooting at... Lauren! Taking a bullet in the shoulder, Lauren goes down, as H.R.G. shoots at Eli, who simply disappears. Realizing he didn't get the prime, H.R.G. turns to find another Eli, who bludgeons him into unconsciousness. Hiding behind a tree, Lauren spies one of the Elis dragging H.R.G. to the Carnival, but is too unsteady to shoot, and drops her gun. Claire digs the bullet out of her throat and heels. Doyle runs up to summon Samuel -- Lydia has taken a bullet to the chest.
Lydia's tattoos begin fading as the life drains out of her. Crying, Samuel cradles her in his arms, then lets her glean what's in his heart with a tender kiss. It's goodbye. "You did this," are Lydia's final words. As Lydia's breath fades away, Samuel thanks her for giving his family an even greater villain than him. Claire runs up, devastated. She dials her father, just as Eli arrives, dragging a barely conscious H.R.G. and brandishing his rifle. H.R.G. tells Claire that he's not the shooter and passes out.
As the angry crowd closes in, Claire yells for them to leave H.R.G. alone, but Doyle puppets her mouth shut. A ball of fire in his hand, Chris Bowman blames the whole mess on Claire. Samuel puts a hand on Chris' shoulder; they're not going to hurt H.R.G., they're better than that. Instead, Samuel orders his minions to tie H.R.G. up and bring him to the House of Mirrors, as two Elis drag Claire kicking and screaming to Samuel's trailer.
Matt pleads with Sylar to let Janice go; he doesn't have to use his powers like that. Sylar insists that he does, because they are him. How does keep his powers from overwhelming the rest of his life? Matt claims it's about learning to accept that he's more than just his ability; he's a person first. Softening, Sylar releases Janice. Matt asks for a few minutes to make sure Janice is okay, and takes her upstairs to explain everything. He can't give Sylar what he wants -- the removal of his powers. Janice tells Matt to forget about what Sylar wants, and bury him, so he can't hurt anyone else. Matt tells Janice to run, and not to come back until he calls her.
Matt returns to the basement. Sylar was right -- he was lacking the proper motivation. Matt takes hold of Sylar's head and with great exertion, rewinds his mind. When Matt pulls back, wary and exhausted, Sylar doesn't feel any different, but finds he can't use his powers. They're gone! Matt claims that his powers aren't gone, but buried in a place where Sylar can never get to them. Sylar has threatened his family for the last time. Matt has trapped Sylar inside his own mind, where he will live alone forever -- his worst fear realized. And the best part is that Sylar won't even remember how it happened. With a final shove, Matt abandons Sylar to the solitude of his mind, and starts bricking him into the basement wall. Matt's halfway to the ceiling when Peter knocks at the door.
Emma walks through the Carnival holding a compass, stunned to see gunshot victims. Doyle runs up to her relieved, and drags her to the medical tent. Samuel needs a doctor. Samuel tells Emma that the Carnival was attacked by people who fear them. It doesn't matter, because she's going to help him heal, and make a new world. Everyone will see how great it will be. Doubtful, Emma gets to work, healing Samuel.
Peter shakes Matt's hand, grabbing his power, and instantly knows what's up with Sylar. He runs to the basement telling Matt he can't just take Sylar -- he has people to save, believe it or not! Peter resolves to bring Sylar back. Despite Matt's warning that he may never come back, Peter puts his hand on Sylar's head. Suddenly Peter finds himself trapped in a deserted city, all by himself. Meanwhile, Lauren calls Tracy, explaining that H.R.G. said to call if anything went wrong.
Contrite and firmly back in Samuel's camp, Edgar appears to cry over Lydia's corpse. Samuel rides a wave of shell-shocked carnies back to the stage, their leader once again. He sacrificed himself to save them, but once again the outside world has proven that they'll never be accepted for who they really are. He saw it yesterday in the small town before he destroyed it, and today in the bullets that struck him and killed Lydia. Now it's time to put fear behind them and show the world who they truly are. Unbeknownst to Samuel, Lauren struggles to her feet and heads for the midway.