Samuel prepares for new additions to his family, while Lydia warns him of the consequences. Claire discovers that her roommate Gretchen may have a hidden agenda. Meanwhile, Peter finds an unexpected way to connect with Emma, who would prefer to stay distant. Elsewhere, a different side of Sylar emerges as he desperately tries to remember the person he used to be.

H.R.G. enacts his plan to take down the Carnival with the help of Lauren and Suresh. Sylar visits Matt looking to understand his desire to make a human connection, but Matt has a plan of his own. Meanwhile, Peter warns Emma of Samuel's intentions after his grim vision of the future.