As Claire becomes immersed into the world of the Carnival, she becomes increasingly suspicious of Samuel's motives. Hiro is on a mission to rescue one of his own, but has difficulty communicating his intentions to Ando. Samuel has his sight set on Emma and her ability to complete his master plan.

Recruits Matt to help him take down Samuel, as they use his long-lost love, Vanessa, to lure him to them, but Samuel has his own plans for Vanessa in the works. Meanwhile, Hiro and Ando go to extreme lengths to save Dr. Suresh. Elsewhere, Peter's introduction of Emma to his mother brings forth visions of a very grim future.