Claire and Gretchen make their way to the carnival. In hopes of finding a place for Claire to fit in, they decide to spend the night at the carnival at Samuel's insistence.
Peter is determined to find Nathan and get rid of Sylar forever. Despite Angela's concern, Peter leaves to find Nathan only to be ambushed by Sylar at the hospital. The two spar until Peter's newly gained power (from the Haitian) disables Sylar's abilities. Peter tortures Sylar until Nathan comes back.
Noah confesses his feelings for Lauren when one of Samuel's henchman attacks the pair. Noah and Lauren are unharmed, but the multiplying man leaves with Noah's files.
Upon seeing the carnival's benevolent acts, Claire's conviction begins to falter. When a human attacks Samuel, Claire drives the man away and displays her power. At the end of the night, Claire decides to spend the weekend at the carnival and Gretchen leaves.
Nathan confides in Peter that he is losing the battle with Sylar. The brothers go to the rooftop where Nathan first displayed his power. Despite Peter's insistence on Nathan's existence, Nathan jumps off the rooftop and Sylar's persona takes over.
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