DESERT - BOTSWANA, AFRICA - 1:18 A.M.

Usutu is still in his trance and is painting a picture on his canvas. There are eight other canvases nearby, which have paintings on them. Matt, Claire, Ando and Hiro watch Usutu paint.

HIRO: (subtitled from Japanese) "Anyone else bored? Like really, REALLY bored?"

ANDO: (subtitled from Japanese) "Usutu said he would explain once he's done painting, Hiro. Just be patient."

Matt turns and looks outside of the tent. He notices a gush of sand flowing in the wind.

HIRO: (subtitled from Japanese) "How much longer is that going to be? We waited for Matt Parkman to stop drawing, and when we woke up, he was done."

Matt notices more sand blowing in the wind.

MATT: "Guys, wait a second."

Hiro and Ando glance at Matt, as he walks past and outside. Claire turns and notices Matt walk off.


Matt walks away from the tent and takes a few steps forward. He stops and stares ahead. He looks left, and then right. There's just desert as far as the eye can see. Claire walks outside and over to Matt.

CLAIRE: "What is it?"

MATT: "Nothing. I just saw some sand blow by. Ever since I saw that sketch I made... I dunno. Guess I'm just a bit jumpy."

CLAIRE: "It's okay. Come on back inside."

Matt nods at Claire. He turns around and follows her back in the tent.

A sand dune, a few miles ahead of the tent, shows freshly made footprints. There is also a small sand castle made in the sand.


PAPER FACTORY - AUSTIN, TX. - 6:18 P.M.

Noah walks inside, with Benson and Audrey following him in. They walk down a long hallway.

HANSON: "Why are we here?"

NOAH: "There's some information about your case you need to see. We've been keeping records of the sightings at our company and this is the latest confirmed location."

BENSON: "In here? This is a paper factory."

NOAH: "Trust me, rookie, there's more in here than you think."

HANSON: "Why are you showing us all of this?"

NOAH: "Because I want to get to the bottom of this case just as much as you do. My employers have learned there's something else out there that's causing these latest attacks and abductions."

BENSON: "Abductions? What abductions?"

Noah stops walking as he reaches the end of the hall. He unlocks the door with his key and he opens the door.

NOAH: "These."

Hanson and Benson stare through the open doorway in shock.

There is another door, a barred cell door, locked shut in front of them. There are at least two hundred dead bodies in body bags on the ground, with knocked-over plates of stale bread, cups filled with water, and tattered sleeping bags under the bodies.

Benson turns his head aside and covers his mouth with his jacket. He COUGHS and HANSON GAGS from the smell.

NOAH: "We found them in here just under an hour ago."

Hanson glances over at Noah.

HANSON: "What the hell is this place?"

NOAH: "That's what we want to know."


LAWRENCE, KANSAS

On a large farm, a late-40s FARMER opens his guest bedroom door and steps inside. He's holding a tray of food in his hands - a bowl of soup, a glass of milk, etc. He walks over to the unseen guest's bed.

FARMER: "Hey there, young man. Take it easy. You've been unconscious for a few days."

UNSEEN GUEST: "Days? Where am I?"

The farmer sets the tray of food down on the bedside table to the unseen guest's left.

FARMER: "Lawrence, Kansas. My wife found you in a cornfield near my farm. By the looks of things, you looked like you'd been in some sort of explosion. Do you know what happened to you?"

UNSEEN GUEST: "No. I don't remember anything."

FARMER: "You don't? Do you at least know your own name?"

The unseen guest glances over at the farmer.

UNSEEN GUEST: "Of course I know my own name."

The guest's face is seen for the first time, an evil smile spreads across his face - it is Gabriel Gray, a.k.a. Sylar. He lifts his right index finger up.

SYLAR: "My name is Sylar."

Sylar's smile gets bigger. Though the Farmer is not seen, we hear him GAGGING and CHOKING. He lets out his last breath and Sylar lowers his head as he watches the dead farmer drop to the ground.


Back at their Residence Inn hotel room, Dawn is seated on one bed and D.W. sits on the bed next to hers.

DAWN: "Mom, what is this all about? What just happened to Jackie?"

D.W.: "I had to send her away, Dawnie. I couldn't let her hurt you."

DAWN: "You mean you made her disappear? How did you do that? What do you mean, you couldn't let her hurt me?"

D.W.: "Honey, I know you love your sister and you'd do anything for her. That's why you've been there to reach out to her, bailing her out of jail. But she has been arrested more than you know. The people she's working for, Dawnie...they're dangerous. They've been hiring her to hunt down and abduct certain people, people just like me."

DAWN: "I don't understand. What are you talking about?"

D.W.: "I have a special talent, Dawnie. A certain ability I had received several months ago, during that second eclipse."

DAWN: "You mean like a super-power? Do you know how crazy that sounds?"

D.W.: "It's true. It's how I sent your sister away, over to Kansas. She should be walking to the nearest pay phone to report what's happened by now."

DAWN: "Kansas? Mom, that's just not possible."

D.W.: "I know you don't believe me, but it's true. You saw it with your own eyes. I can transport myself, other people and objects anywhere I want to by teleportation."

DAWN: "Teleportation?"

D.W.: "Here. Let me prove it."

D.W. gently grabs Dawn's hand and she shuts her eyes. A white aura flashes over the two of them and then they disappear.


At D.W.'s home, Dawn and D.W. reappear in the living room. Dawn looks around in disbelief.

DAWN: "Momma, how did you do that?"

D.W.: "Like I said. When I think of a place I'd rather go, regardless of how far away it is, I can go from one place to another by teleporting. If you want to go to Paris, I can take you there. If you want to visit your cousin Bobby in Abilene, I can take you there too."

D.W. holds onto Dawn's hand, a white aura flashes around them, and they teleport away.


They return to the hotel room. Dawn lets go of her mother's hand and steps back nervously.

DAWN: "Mom, don't do that again. Just don't do that."

D.W.: "I'm sorry if I'm scaring you, baby. But I'm not the only one with a certain ability. Your sister Jackie has one, too. She has the ability to manipulate the gases around her. She can turn oxygen into laughing gas, knock out gas, poisonous gas... That's why she gave you that oxygen mask back at the compound."

DAWN: "Then that guard and Daria...Are they...?"

D.W.: "I don't know. They maybe unconscious. They might be dead. Jackie doesn't usually leave witnesses around. Your sister's a very dangerous woman, Dawnie. I didn't want either of you to know what I could do, but since you two broke me out, I had no other choice."

DAWN: "But those men were holding you prisoner, Mom. We couldn't just let you stay in custody with a bunch of guys who were posing as cops!"

D.W.: "You don't get it, baby. I wasn't abducted. I didn't want to leave. I was staying there as a guard."

Dawn looks at D.W., puzzled.

DAWN: "What?"

D.W.: "There were other people in those cells, baby. People with certain powers of their own, just like me. But those guys were wanted bank robbers, rapists, serial killers...I was staying there to make sure they couldn't get out."

Dawn eyes her mother in realization.


Back in his tent, Usutu finishes with his painting. He blinks and his eyes have regained their pupils. Usutu turns around and he looks over at the others.

MATT: "Finally. What's going on?"

USUTU: "Your presence here is not an accident, Parkman. You were sent here, and are meant to stay until you are allowed to leave. That is why Hiro cannot use his power."

MATT: "But who's blocking his power? And why?"

USUTU: "It is not just Hiro. Read my mind, prophet."

Matt looks at Usutu, puzzled. Matt narrows his eyes and concentrates. A few seconds pass. Matt widens his eyes, stunned.

MATT: "I can't. Something's blocking my telepathy. Who's doing this?"

USUTU: "A friend, Parkman. A new friend who is trying to guide you. To teach you to be prepared and teach you to fight without having to rely solely on your powers. You are all supposed to learn the truth for yourself. No mind-reading, no visions, no explanations."

CLAIRE: "But why are we all here? What's going on?"

USUTU: "You have all been given an assignment, a partner to protect."

HIRO: "A partner?" (points at Ando) "I already have a partner. I like my partner."

USUTU: "That is so, but you are all experienced heroes with powers. You have people that you need to save, to mentor."

MATT: "Wait a minute, you mean we're being given pupils? I can't be a mentor to another person with an ability. I have a son, a family..."

USUTU: "Your family will be fine, Parkman. Your new friends will not be. They are all in danger. They will all need your help. They just don't know it yet."

ANDO: "What do you mean?"

USUTU: "Look at the paintings. Tell me what you see."

The four walk over and notice the paintings. Matt looks at the first painting is of the Company and of the masked Invisible Man walking away, half-visible.

Hiro and Ando take a look at the second painting. It is of Noah, Audrey and Benson looking through the barred door of the room in the paper factory. The two hundred dead bodies in body bags lie on the ground.

ANDO: "Guys!"

Matt and Claire notice the second painting.

MATT: "Oh, God."

Claire looks over at the third painting. She is stunned by what she sees.

CLAIRE: "It can't be."

The third painting is of the Residence Inn building that Dawn and D.W. are staying at. The sky is darkened by the solar eclipse.

MATT: "Another eclipse? But how? When?"

USUTU: "You will learn soon enough. There are six other paintings to see, Parkman. Look."

The four separate and walk off to the other paintings. Matt stands at the fourth painting. It is of Angela and Geoffrey at Kirby Plaza. Geoffrey is looking at the folder Angela had given him. Claire walks past him and glances at the fifth painting. Claire glares at the painting.

CLAIRE: "Sylar..."

Matt, Hiro and Ando notice the painting Claire is staring it. The paniting is of Sylar seated on the farmer's bed. He looks at the floor with a smile, as the Farmer lies dead with his throat slit open. The four heroes eye the Sylar painting grimly, and then they glance at the other paintings. The sixth painting is of Hiro and Ando, standing inside a Sam's Comics store. Hiro is thumbing through an issue of Astonishing X-Men at the new comic rack. Ando stands behind him, going through a back-issue bin.

HIRO: (subtitled from Japanese) "This event isn't so bad."

Ando looks at the seventh painting nearby and takes a step back.

ANDO: (subtitled from Japanese) "Maybe...But this one is."

Hiro turns to Ando and joins him at the other painting. Claire, Ando, Hiro and Matt are caught in a tornado made entirely out of sand.

HIRO: (subtitled from Japanese) "Aw, $#!^."

Claire glances at the eighth painting. It is of Stanley and Geoffrey, seated in the waiting room of the New York hospital. Dawn is walking over to the two men. Ando and Hiro are seated across from them in the waiting room.

CLAIRE: "Do you know these guys?"

Hiro and Ando glance at the hospital painting. Hiro pushes his glasses back up onto his face.

HIRO: "No. We've never seen them before."

USUTU: "You will, Hiro. These are the people you and Ando need to save."

Matt notices the last painting, the one Usutu had just finished. He stares at the painting a moment.

MATT: "Guys..."

Hiro, Ando and Claire turn away from the other paintings and look at Matt.

ANDO: "Matt?"

They walk over and stand next to Matt. They stare at the painting.

MATT: "I think we found the rest of the new guys we need to protect."

Claire and Matt exchange puzzled looks. The last painting is of the food court in the mall back in Austin. Seated at one side of a booth are E.S., David and Kristen. Seated at the other side of the booth are Sarah, and two people we haven't met yet - a mid-20s, lovely Asian woman and a late-20s, man with blond hair and a lean physique.


In the hotel room's living room, Dawn sits at the end of the couch and she looks at D.W. She holds the room's phone to her ear. The clock reads 7:35 p.m.

D.W.: "Yes, I know. I'll take care of that. Just promise me that you'll make sure she gets home." (pauses) "All right. I'll be back there in a few minutes. Goodbye."

D.W. hangs up the phone and she looks at Dawn.

DAWN: "You're going back?"

D.W.: "I have to, baby. These people, these officers... They haven't hurt me, baby. I've got friends there who look out for me, help me keep the prisoners in check. I need to do my job, and you need to go back home."

DAWN: "Fat chance. I'm sure your bosses would love to throw me in jail for helping Jackie break you out of there."

D.W.: "No way, baby. They won't arrest you. I promise you that. But they do want to send some agents to take you back home and to make sure you're safe. I'll see to it that I can get you clearance to come visit, whenever you need my help."

DAWN: "They'd let me see you?"

D.W. smirks and puts her arm around her daughter.

D.W.: "If they want me to stay there and help them out, they'd damn well better."

Dawn sadly smiles and hugs her mother. There is a double knock on the door. Dawn and D.W. eye one another and then the door.

DAWN: "That was quick."

D.W.: "That's their job."

Dawn gets up from her bed, walks across the room and opens the door. A lovely Asian woman stands in the hall, wearing a jacket zipped over her shirt, blue jeans and boots. The agent, JULIE WEN - mid-20s with black hair - is the same woman we saw in Usutu's painting.

JULIE: "Are you Dawn Williams?"

DAWN: "Yes."

JULIE: "I'm agent Julie Wen. I'm here to make sure you drive back home safely."

D.W.: "Thanks for your help, Julie."

JULIE: (nods at D.W.) "Any time. I'll see you back at the compound."

D.W. nods. She lowers her head, shuts her eyes and vanishes in a flash of white light. Julie smirks and shakes her head.


In Kansas, at a small diner, Jackie stands outside at a pay phone. She's holding the phone to her ear.

JACKIE: "No, they're not here. Are you sure you have agents in this sector already?"

Jackie pauses for a few moments, listening to the other end of the phone. She looks left and then right. Jackie shakes her head.

JACKIE: "No, no. I get that. I just...I can't believe that my own mom did this to me. I mean, I had her and then she beams me to another state."

Jackie pauses for a few moments. She SIGHS and nods.

JACKIE: "Fine. I get it. I messed up. But that's not going to happen again. Just let me get back to New York and I'll take care of things for you."

Jackie pauses for a few moments. She smirks.

JACKIE: "What about my sister? I'll take care of her for you, too. And that won't cost you any extra pay."

Jackie looks to her left and notices a black van driving down the road, headed right for the diner.

JACKIE: "Here's my ride. I'll see you back in New York."

She hangs up the phone.


In the clinic, at 8:00 p.m., Peter lies on his bed. He watches Mohinder walk into the room.

MOHINDER: "Is there anything I can get for you, Peter?"

PETER: "No, that's all right. Just resting, that's all."

MOHINDER: "Come on, Peter. You must eat something. You just got out of a coma, and yet you haven't asked for anything to eat or drink."

PETER: "I know. I just... I just feel so worn out, you know? I'm just going to rest for a while, okay?"

MOHINDER: "All right. If there's anything you need, I'll be across the hall in the lab."

PETER: "I will."

Mohinder nods and he turns around. He walks out of the room and Peter closes his eyes as he hears him walk away. Peter winces and clutches his left side. A woman's right hand reaches out and gently grabs Peter's hand, squeezing it. Peter opens his eyes, and GASPS in shock as he sits up. Peter flinches from the sudden movement and the unseen woman sets her left hand on Peter's shoulder, helping him down.

WOMAN: "I'm sorry, Peter. I didn't mean to scare you. Just lie back down and rest."

Peter looks ahead at the woman's face and stares at her in shock.

PETER: "How did you...? I mean, is it...Is it really you?"

A familiar, beautiful Irish woman sits by his bed. The woman, CAITLIN, smiles at Peter and nods as she gently holds onto his hand.

CAITLIN: "It's really me, Peter. I hope you're as glad to see me as I am to see you."

Peter stares at her, shocked. He smiles at her, pleasantly surprised.


A short time later, Caitlin is seated on a chair by Peter's bed. She holds his hand.

PETER: "I'm so sorry, Caitlin. I tried to go back after I left that alternate 2008. I tried so hard to go back and save you. But I couldn't. I never meant to leave you stranded there."

CAITLIN: "Oh, Peter, I know that."

PETER: "How did you get back here? You were left in a future that wasn't supposed to exist. How did you get out?"

CAITLIN: "After you left, everything around me changed. I was now standing in an old basement. I went outside and saw the sign said, 'Beeman Warehouse'."

Peter's eyes widen, shocked.

PETER: "You were there?"

CAITLIN: "All of a sudden, this masked man walks up to me. He said he got me out. I asked him who he was, how I got there. He just shook his head and put his hand on my shoulder. He told me it wasn't safe. Next thing I knew, this white light is shining over me and I appear in the hallway of this building."

PETER: "That's two days. He made you skip two days into the future. To today."

CAITLIN: "Peter, I know I've missed a lot. But what's happening? What happened back at that warehouse?"

PETER: "I don't really know. Something's wrong with my memories. They're gone. I just remember bits and pieces of what happened. Sylar stepping in the hallway... I was sitting against a wall, and my niece Claire was holding my hand... There was this sound, this God-awful scream..."

Peter looks at Caitlin nervously.

PETER: "I think it was me screaming."

CAITLIN: "Do you know who that man was?"

Peter shakes his head. He doesn't notice Mohinder step inside. Mohinder stops as he spots Caitlin holding Peter's hand.

MOHINDER: "How did you get in here?"

Peter and Caitlin notice Mohinder step inside.

PETER: "It's all right, Mohinder. She's an old friend of mine. More than that, actually. This is Caitlin."

MOHINDER: "Caitlin?"

Mohinder pauses, trying to recognize the name. He gives Caitlin a puzzled look as he remembers her name.

MOHINDER: "You mean, you were the one trapped in that alternate future where the Shanti virus had been released."

CAITLIN: "Yes, I was. Peter told me he tried to go back for me, but he couldn't. After he left, I was transported out of that future by this masked man."

MOHINDER: "You what?"

PETER: "It's a long story."

Peter tries to sit up, but flinches. Mohinder walks over and sets his hand on Peter's shoulder, helping him lie back down.

MOHINDER: "Take it easy, Peter."

CAITLIN: "What's wrong with him? Why isn't he healin'?"

Mohinder looks over at Caitlin and smiles.

MOHINDER: "Miss, I think we should really talk."


At the hospital, Stanley stands in the hallway with his hands in his jacket's pockets. DR. MIRANDA WATKINS - mid-50s with chin-length gray hair - steps out of room 338. She walks over to Stanley.

STANLEY: "How is he doing?"

DR. WATKINS: "He's all right, Stanley."

Stanley eyes her a moment.

STANLEY: "No, he's not. He's worse, isn't he?"

Dr. Watkins eyes Stanley grimly a moment. She shakes her head.

DR. WATKINS: "You always could tell when I was lying."

STANLEY: "Can I see him?"

DR. WATKINS: "Of course. But he's just had his medication. He won't be awake for long."

Stanley nods.


The door to room 338 opens. Stanley enters and looks at a mid-60s, bald man lying on a patient bed. It is his father, RICHARD. Richard is hooked up to monitors and looks frail. Stanley walks over and stands by his father's bed.

STANLEY: "Hey, Dad."

Richard keeps his eyes closed, breathing softly. Stanley sadly smiles at him.

STANLEY: "I just spoke to Aunt Clara. She's coming by to visit you tomorrow."

Richard doesn't answer. He does open his eyes. Stanley sadly smiles.

STANLEY: "Well, I see you're getting fatter every time I see you. You've been hogging the food from the other patients again, haven't you?"

Richard CHUCKLES weakly. He smiles at his son.

RICHARD: "I can't help it. The Jell-O just tastes so damn good."

Stanley nods at Richard. He lowers his head, his lower lip trembling. Richard frowns as his son tries his best not to cry.

RICHARD: "I'm sorry, Stanley. I can't imagine what you must be going through. Your pain..."

Stanley looks up at his father and smiles.

STANLEY: "Don't you worry about me, Dad. I'll be just fine."

Richard shakes his head.

RICHARD: "Sit down, son. Please, rest. You're not doing so well yourself."

STANLEY: "So I've missed some hours of sleeping. I can't help worrying about you."

RICHARD: "There's nothing you can do for me. I just wish..." (gulps) "I just wish... that there was something I could do for you."

Stanley sadly smiles. His smile fades as his father COUGHS. RICHARD COUGHS, hard. He sits up and COUGHS again. He's coughing out blood.

STANLEY: "I'll be back."

Stanley turns around to the doorway and quickly rushes out. Richard COUGHS, harder. He collapses onto his bed, out of breath. Richard hears footsteps enter the room. He GULPS and catches his breath.

RICHARD: "Son? Son, I'm all right."

Richard opens his eyes. He looks at the man by his bed, puzzled.

RICHARD: "Can I help you?"

The familiar man by Richard's bed is Samson Gray. He holds onto his oxygen tank and smiles.

SAMSON: "I sure hope so."


Samson walks over and sits on a chair next to Richard.

RICHARD: "Who are you? Have we met before?"

SAMSON: "Oh, no, sir. I'm actually a bit lost. You see, I've been looking for a friend here in this hospital. I spoke to one of the nurses and she said he was in here."

RICHARD: "I don't know. I've had a lot of patients with me in this room. They keep coming and going."

SAMSON: "Believe me, you'd remember my friend. He's about early thirties. Black hair, blue eyes, athletic build. Have you seen anyone like that in your room?"

RICHARD: "There was a guy with black hair a few days ago. He was released from the hospital yesterday."

SAMSON: "Really? Looks like I've missed him." (smiles) "At least we still have each other, Richard."

Richard looks at Samson, puzzled.

RICHARD: "Who told you my name is Richard?"

SAMSON: "Was Richard."

Richard suddenly stiffens, pressed tight against his bed by Samson's telekinesis. Samson leans closer to Richard as he GASPS for air, and Samson grins.

SAMSON: "Did you really think I didn't know who you were the second I stepped in here? That I didn't know how special you really were? You have something I want, Mr. Finger. And I'm not leaving until I get what I came for!"

MASKED MAN: "Yes, you are."

Samson turns around and time suddenly stops. Samson and Richard are both frozen in place. The masked man steps to Samson from behind and sets his hand on his shoulder. Samson quickly vanishes, teleported away. The masked man teleports away and time unfreezes. Richard GASPS for air and clutches his throat with his hand.

Stanley walks in with a nurse and they notice Richard holding his throat. Richard COUGHS out drops of blood and GASPS in air.

STANLEY: "See? He was coughing out blood a few minutes ago, too."

The Nurse walks over and sets her hand on Richard's shoulder.

NURSE: "Mr. Finger, are you all right? Mr. Finger?"

Stanley eyes his father in concern as he GASPS for air.


NEW JERSEY

Samson is alone on a dirt road. He looks left, and then right. Samson looks at the sign nearby. It reads HACKENSACK - 20 MILES.

SAMSON: "No!! NO!! How did..."

Samson suddenly stops and COUGHS. He clutches his oxygen mask with his hand and calms down. Samson looks around and sees no cars passing by.

SAMSON: "I don't know who that was...but I look forward to taking that power of his."


LIEBER PAPER FACTORY - DOWNTOWN, AUSTIN

Back at an office at the factory, Noah stands before Benson's desk. Hanson stands nearby, holding a file in her hands.

BENSON: "What is this place?"

NOAH: "The Lieber Paper Factory. This is one of my company's newest base of operations. We opened this here in the fall so that we could have another team keeping surveillance on the area."

Hanson eyes the papers stapled together in the file.

HANSON: "Who are all of these people?"

NOAH: "The other targets. I haven't been part of this assignment as long as either of you, but I do know a few things about this case that you don't."

BENSON: "And how exactly did you get all of these records?"

Noah smiles.

NOAH: "I had a little assistance."

Hanson looks at the records.

HANSON: "These are all of the victims so far. Names, addresses..."

NOAH: "And they all have a common link, Agent Hanson. Though some of have a little something special about them that most people don't have."

BENSON: "What is he talking about?"

Noah's cell phone rings. He looks at his phone as it rings again. Noah picks up his cell phone, opens it up and holds it to his ear.

NOAH: "I'm kind of busy at the moment."

Noah pauses. He listens to the other end of the phone. He looks stunned by this news.

NOAH: "What?" (pauses) "When?"

BENSON: "What is it?"

NOAH: "Shh!!"

Noah pauses and listens to the person on the other end of the phone. He nods.

NOAH: "We're on our way."

Noah hangs up the cell phone and looks at Hanson.

NOAH: "We need to go, right now. There's been another attack."


Back in the Company, Mohinder sits on a chair at a nearby table, looking at a blood sample on the slide of his microscope. Caitlin stands beside him.

CAITLIN: "I don't understand. How could Peter just suddenly lose his powers?"

MOHINDER: "I'm not sure. I've been studying this blood sample I got when Peter was in a coma, but I can't find any causes as to how or why his powers have been taken away. Every test I've done has shown he is completely normal, despite his injuries."

CAITLIN: "After what you told me happened at the warehouse, it sounds like Peter's lucky to be alive."

MOHINDER: "Yes, although I'm still not sure exactly what happened back there. I can barely remember anything. However, I'm just as puzzled at your return. Peter said you were stuck in an alternate 2008 where the Shanti virus was released, but he was unable to reach you. By destroying the virus and changing the timeline, then the timeline simply should've changed around you or..."

Mohinder pauses. Caitlin gives him a nervous look.

CAITLIN: "I would have died. I would've been in a time that no longer existed."

MOHINDER: "But I don't understand how Peter was unable to reach you, and yet that masked man was. I'm still trying to figure out how you were brought here."

CAITLIN: "I'd be lyin' if I didn't say I wasn't curious myself. But I'm not so much wonderin' how I'm still here as I am glad that I am here. That timeline, Mohinder... What we saw, what had happened... I pray you don't see anything as bad as that."


Back in the Company's clinic, Peter lies asleep on his bed. He frowns in his sleep. He rolls onto his side, restless, in the midst of a nightmare...


Peter's nightmare shows brief glimpses of the past. Inside the Beeman Warehouse, Peter walks down the basement's hallway. He takes a few steps forward, looking puzzled. He stops walking, turns around. There's no one there...

Within a darkened room, the door opens and Peter steps inside. He is in a cellar, where a broken staircase lies stained with blood. Blood stains, gunshot markings and a few small holes in the walls are on the walls. The holes in the wall have fist imprints in them. Peter steps inside, looks around...


In the clinic, Peter rolls onto his back. He is glistening with sweat and breathing hard, upset by his nightmare.


Peter's nightmare continues. Peter collapses to his knees in the cellar and lands on all fours. He GRUNTS in pain, unable to move. He struggles to get up, but he can't.

Minutes pass. Peter is on his feet, recovered from whatever it was that kept him from moving. Matt stands behind him and he sets his hand on Peter's shoulder.

MATT: "We've got to get moving. There's no sign of them."

PETER: "I can't leave now. He's still here. Go on outside."

Matt turns around and starts to walk off. MATT GRUNTS as he's shoved up and sent flying through the air. Matt hits his head on the side wall and collapses. Blood trickles down the cut on the side of Matt's head. Peter spins around to an open doorway. Sylar has his hand up and aims it at Peter. Sylar's eyes narrow at the sight of Peter and Peter suddenly stiffens.

SYLAR: "I think we've done this enough times, don't you, Peter?"

Sylar lifts his hand up and his telekinesis lifts Peter up off the ground as his hand lifts.

SYLAR: "You know why I'm here."

PETER: (flinching) "You can't have them."

SYLAR: "You can't stop me."


In the clinic, Peter rolls onto his back, breathing heavily. He's GASPING for air, his heartbeat speeding up slowly.


Back in Peter's nightmare, Sylar still has Peter lifted up off the floor with his telekinesis. Sylar holds up his free left hand and smiles. Smoke comes out of his mouth as he breathes, indicating he is now a fire breather.

SYLAR: "I'm not the same since we last met."

Peter's eyes glow with red heat vision and his pupils burn bright red.

PETER: "Neither am I."

Peter fires a red beam of heat that hits Sylar in the chest and he SCREAMS as he's knocked backwards. His concentration broken, Peter is released from the telekinesis and drops to the ground. There is a sudden burst of white light...

When the light fades, it is suddenly minutes later.

Peter is seated with his back to the wall, bleeding from the mouth and clutching his left side. There is a bright white light and an energy bubble expands from within the hallway. Peter is slowly starting to heal himself. A thin man, his face hidden in the shadows, stands before Peter. He grabs onto Peter's face with his hands. Peter closes his eyes, overwhelmed with pain. A white light glows from the man's hands and Peter glows white with it. Peter lets out a SCREAM of agony, and the SCREAM gets LOUDER, DISTORTED, INHUMAN...


PETER SCREAMS as he awakens from his nightmare and he sits up on his bed, wide-eyed. He looks around the room, breathing hard. Peter calms down and looks around the room. He is alone. Peter tries to move and he goes down grimacing. Peter lies still as Caitlin and Mohinder enter the room.

CAITLIN: "Peter!"

MOHINDER: "What is it? What happened?"

PETER: "Nothing. Just a nightmare."

MOHINDER: "About what?"

Peter looks away. He looks puzzled. Peter turns back to Mohinder, unnerved.

PETER: "I don't know... I don't remember."


At an old diner in Austin, Sarah stands at a table for two, wearing her waitress uniform. She sets down two large glasses of Coca-Cola onto the table, next to their plates of food.

SARAH: "There you are. Would you like anything else?"

CUSTOMER #1: "No thanks, ma'am. We're fine."

At a nearby table, CUSTOMERS #3 and #4 are seated at a table for two. Customer #3 has a hamburger and fries on his plate, while Customer #4 has a side salad and a steak on her plate. Customer #3 looks at Sarah and raises his hand.

CUSTOMER #3: "Excuse me, waitress! I asked for a hamburger, this is a cheeseburger!"

SARAH: "All right, sir. Who was your waitress?"

CUSTOMER #3: "Her."

Customer #3 points and Sarah notices a mid-20s, brunette woman, KELSEY, standing outside. She is smoking a cigarette and talking on the phone. SARAH SIGHS.

SARAH: "I'm sorry, sir. I'll take it back for her."

Sarah walks over to the table and takes the plate from Customer #3. Sarah glances over at Customer #4.

SARAH: "Is your order all right, ma'am?"

CUSTOMER #4: "Mine is fine, thanks."

SARAH: "All right, I'll be right back."

Sarah walks across the restaurant and into the kitchen. She notices the mid-50s, bald cook, CRAIG, is cooking more burgers.

SARAH: "Craig, I need a fix on an order. A customer ordered a cheeseburger and got a hamburger."

CRAIG: "Let me guess. Kelsey took his order, right?"

SARAH: "Right."

CRAIG: "Figures. I'm on it. Sorry to have to drag you in to work after your drive back from Houston, kiddo."

SARAH: "That's all right."

With his left hand, Craig removes the plate from Sarah's hand. With his right, Craig grabs a plate with a freshly-made cheeseburger and fries and he hands it to Sarah.

CRAIG: "Here. I'll trade you."

SARAH: "Thanks. You're a life-saver."

CRAIG: "Uh-huh."

Sarah turns around and nearly bumps into a blond, Australian waiter.

SARAH: "Oh! Oh, gosh! I'm sorry!"

AUSTRALIAN WAITER: "It's okay. No harm done."

CRAIG: "Hey, Brandon! I've got some burgers you need to take to table four!"

The waiter, BRANDON GIBSON, steps aside and gives Sarah room to walk away.

BRANDON: "I'm on it. After you."

SARAH: "Thanks."

Brandon turns his head and watches Sarah walk away. As he looks at Sarah, we see his face for the first time. It's the same blond man from Usutu's painting.


SAN ANTONIO, TEXAS - 9:08 p.m.

Later that night, a black Camry drives up and parks in front of an enormous prison compound. It is three stories tall and has smoke rising out from several broken windows. Noah, seated at the wheel, stares at the smoke rising from the compound. Two police cars are upside down on the road in front of the compound, on fire and with their tires melted. Noah quickly unbuckles his seatbelt.

NOAH: "Oh, no."

Benson and Hanson, both seated in the back, unbuckle their seatbelts. The three open their car doors and they get out of the car. They slam the doors closed and Noah picks up a gun.

NOAH: "Be careful in there. Back up won't be here for a while and we don't know who is in there."

HANSON: "How many do you think there are in there?"

NOAH: "I'm not sure."

BENSON: (coughs) "Aw, man! What the hell is that smell?"

Noah stops walking as he notices the two upside-down cars. Burned skeletons are in the car, either still buckled up to their seats or on the ground. Noah flinches at the smell.

HANSON: "Think we can handle whoever is in there?"

NOAH: "We're about to find out."


The doors to the Bentley Prison Compound swing open. Benson, Hanson and Noah walk inside. They are wearing matching headsets. Four police officers lie on the ground, now as skeletons. Their bones are burned black and their clothes are shredded. HANSON COUGHS and BENSON GAGS from the stench. Noah looks around the enormous main hallway. He spots a receptionist's desk and there are security monitors on the desk. Benson and Hanson notice the monitors, and Benson walks to the desk. He notices that the screens of the monitors have all gone to static.

BENSON: "Perfect. Now what?"

Benson hears a thumping noise and looks down. He notices a mid-30s, brunette RECEPTIONIST hiding under the desk and she SCREAMS as Benson spots her. Benson steps back, startled, and Noah and Hanson go over to the Receptionist. She cowers back under the desk, tears streaming down her face.

HANSON: "Don't worry. I'm with the F.B.I. We got a report of a breakout."

RECEPTIONIST: "Nobody's broken out. They're still inside. They came in..."

BENSON: "Came in?"

RECEPTIONIST: "How did you get in? Are they still at the front?"

HANSON: "What?"

RECEPTIONIST: "Answer me!! Are they still at the front doors or not?!?"

BENSON: "No one was at the main doors. That's how we got in."

RECEPTIONIST: "Then get out of here... We need to get out. You can't stop them."

NOAH: "Ma'am, please. I need you to calm down and tell me who is here."

RECEPTIONIST: "That man did it. He burned all of them. I saw my brother, Charlie, burn up right in front of my eyes. He..."

The Receptionist lowers her head and covers her mouth with her left hand. Noah gently sets his hand on her shoulder.

NOAH: "I'm sorry for your loss. But this is important. Who are they And where did they go?"

RECEPTIONIST: "Donald...the main guard here. I heard on the intercom. He said there was a break in at sector twenty-six...in the sub-basement. Two floors down. There was another down the hall, to the left... sector five. Another to the right... sector eight. You need to go, now! You can't stop him. Any of them!"

NOAH: "Don't be so sure about that. Go on outside. We'll be right behind you."

Noah gets up and looks at Benson and Hanson.

NOAH: "Hanson, take sector five. I'll take sector eight. Benson, check out sector twenty-six, two floors down."

BENSON: "All right. I'll keep in touch."


In sector twenty-six, Benson walks down the stairs and into the hallway.

BENSON: "I'm in."

HANSON (on headset): "I'm already at sector five. There's nothing here. All I see is some broken metal and the bed's been ripped in half at the middle."

BENSON: "Well, whatever you do find, keep the channel open. We don't want to lose..."

His headset goes to static. Benson shakes his head.

BENSON: "...contact with each other." (sighs) "Perfect."

Benson walks forward and looks around. He sees doors to the prison cells are left wide open. He grimaces at the nasty stench in the hall. BENSON COUGHS and peers into one of the cells. Three prisoners lie dead inside, one on the floor and two in their bed. All are now burned skeletons.

BENSON: "Oh, man..."

Benson turns around and looks into another cell. Two inmates lie on the ground, now burned skeletons. Benson walks over to the second cell to the left. Benson notices the door to the cell is broken down and is frozen solid. He steps towards the cell, puzzled. Benson looks inside. There is a thin coating of ice within the cell and icicles are on the ceiling, jagged and sharp.

BENSON: "Ice?"

Benson pauses as he hears distant thumping sounds... footsteps. They're getting closer. Benson turns around and looks ahead.

BENSON: "Hold it!!"

Across the hall stands a man in his early 30s, with his hands in his jeans' pockets. He looks like the man that Samson had described - black hair, blue eyes, athletic build. The man is XANDER ANDREWS.

BENSON: "Who are you?"

Xander narrows his eyes and takes a step back. Benson holds his gun at Xander.

XANDER: "Put that away."

BENSON: "Just put your hands up. Nice and easy."

XANDER: "You sure about that?"

BENSON: "I said, 'hands up!'"

Xander grins. He takes his hands out of his pockets.

XANDER: "You're the boss."

Xander holds his hands up, and they are pulsating with red energy. Benson lowers his gun slightly, stunned at what he's seeing.

BENSON: "What in the..."

He doesn't notice Noah walking to him from a thin hallway to Benson's left. Xander sneers and moves his right arm back. He holds his hand up to fire, when Noah charges at Benson from his left and tackles him.

NOAH: "NO!!"

Just as Noah and Benson go down, Xander throws a red baseball-sized ball of radioactive energy. The ball rushes down the hall and eventually hits the back wall. Upon impact, the radioactive ball makes a hole in the wall twice its size. Xander notices Noah and Benson on the floor, and makes two more energy balls. Noah quickly lifts his gun up and fires first. Xander barely dodges in time, and he quickly gets up and throws another ball at them. Noah and Benson roll away on the floor in opposite directions - Noah to the left, Benson to the right. The ball hits the floor and creates a hole in the ground, again twice its size.

Noah and Benson look at Xander, his hands glowing and pulsating with red radioactive power. He looks to Benson and notices he had dropped his gun on the floor after being knocked down. Xander glances at Noah, his gun aimed. Noah pulls the trigger, and it clicks, empty. Xander smiles.

XANDER: "Want to be next?"

He holds up his hands and makes them into fists. Two orbs of red energy glow around Xander's fists.

XANDER (CONT'D): "Think you want to be next."

BLAM! Xander is shot in the shoulder and goes down SCREAMING. His hands open and the orbs instantly dissolve. Xander holds his wounded shoulder and looks behind him. Hanson walks over to him and keeps her gun aimed at Xander. Xander winces at the pain.

XANDER: (groaning) "You stupid bitch."

HANSON: "Stay down. You're under arrest."

Xander stares at Hanson, puzzled. A red light brightens and dims overhead. Noah and Benson notice the flashing red light above. Benson is puzzled. Noah looks away and at Xander, upset. XANDER LAUGHS at Hanson, pleased.

BENSON: "What the hell is that?"

NOAH: "Red alarm. There's been a break-out."

HANSON: "What?"

XANDER: "Inmate eight-zero-one-zero was right all along."

Hanson looks at Xander, stunned.

HANSON: "What?"

XANDER: "He knew... He knew if I distracted you bozos long enough, you wouldn't bother to check the rest of the perimeter. You gave him the time by fighting me. You gave them all the time they needed."

Xander flinches and clutches his bleeding shoulder. Noah notices Hanson taking a step towards Xander.

HANSON: "Where did..."

NOAH: (interrupts) "Get back!"

Hanson notices Xander. His hands are glowing red, pulsating with power again. Xander blinks and his eyes are glowing red. He shakes his head.

XANDER: "Tell you what. You guys let me go...I won't turn this place into the next Chernobyl. And don't think I can't do it."

BENSON: "He's lying. He'd never let us out alive."

XANDER: "I'm not the nicest guy, yeah, but I won't kill you unless I'm ordered. And the inmate said nothing about a bonus for filling up some body bags."

HANSON: "Then where's the nearest exit?"

NOAH: "Down the hall, to the right. I spotted it when I came down here."

XANDER: "Better get moving. I don't like being upset. I lose control. And that's bad news, for everybody around me."

HANSON: "You heard him! Move!!"

Xander's hands stop glowing. Hanson, Benson and Noah run off down the narrow hallway and they turn to the right. Xander smiles. He taps his left hand on a small transmitter hidden inside his left ear.

XANDER: "They're heading outside. You want to get rid of them?"

INMATE (on transmitter): (voice muffled) "Don't bother. We've got the people we came for. Sandra's waiting for you out back."

XANDER: "Great. Just tell her to get a first-aid kit. Her fiance's coming out shortly, with a slug in my shoulder."


Noah, Benson and Hanson walk outside through the front doors. They notice the Receptionist is outside, waiting for them.

MOHINDER (NARRATES): "There are times in our lives where something happens that changes us, for better or worse."


In the clinic, Caitlin sits by Peter's bed. She is holding his hand. He smiles at her and brushes a lock of hair away from her face.

MOHINDER (NARRATES): "It could be a loved one that we thought we had lost, stepping back into our lives."


In his hospital bed in Houston, George Henderson lies on his hospital bed. His eyes are shut, he's not breathing. His monitors show he has flatlined. Susan stands by her husband's bed, weeping. A Nurse covers George's dead body with a sheet.

MOHINDER (NARRATES): "Or it could be a loving relative we've known for years, whose time had come to pass away."


Back in the compound, D.W. sits back in her cell. She's lying on her back on her bed, her hands behind her head. D.W. stares at the ceiling, looking a bit sad.

MOHINDER (NARRATES): "Some have decided to spend the rest of their lives incarcerated, doing what they think is best for their family and for others."


Samson walks towards an old motel, clutching his oxygen tank with his hands. He smiles at the sight of the motel. The sign reads VACANCY in red neon letters. Samson walks towards it.

MOHINDER (NARRATES): "There are also those whose time is running out, though they continue to find a way to prolong their own lives."


A small band of prisoners walk away down a dirt road, miles away from the Lieber Prison Compound. Xander is with them, holding his bleeding shoulder. There is a mid-50s, bearded man in a leather jacket and jeans standing by a large black van near a pay phone, with a second van parked behind it. The bearded man, LOUIS CRANSTON, smiles at the group of people. Standing next to Louis is a mid-20s woman with shoulder-length black hair - SANDRA EMERSON.

LOUIS: "I see you got my agents out safely."

XANDER: "Though not all of us are in one piece."

Two men in their late-20s - a lean Asian man with spiky black hair and a bald African-American man - walk near Xander. The Asian man is RICHARD "RICKY" CHOI and the African-American man is DARIUS TOMPKINS. Ricky and Darius are holding a mid-20s, blonde woman, SANDY CONNORS, by her arms. Sandy has dried blood stains on the various cuts on her prisoner uniform and blood stains on her hair from the dried gashes on her forehead.

XANDER (CONT'D): "The guards have been having fun with their interrogation methods again. Most times they didn't even ask us any questions."

LOUIS: "Don't worry about that. They won't hurt any of you anymore. Sandra, take care of Sandy and your fiance. We need to get them to the clinic."

SANDRA: "Yes, sir."

Xander walks to the second van, and Ricky and Darius help Sandy walk to the van. Louis looks at the rest of the inmates that had been broken out. Some are quite young. One is a blonde girl, barely sixteen.

LOUIS: "And where's our glorious leader? Prisoner eight-zero-one-zero?"

MAN: "Right here."

A man walks from the back of the line and in front of the small group of prisoners.

MOHINDER (NARRATES): "And then, there are those of us who want to take back what they feel had been stolen from them."

Prisoner eight-zero-one-zero - CARLTON - stands at the front of the line of the prisoners. He has gray temples in his black hair, is in his late-50s but looks twenty years younger than he is.

CARLTON: "A deal is a deal, Louis. Do you have an address?"

LOUIS: "Not yet. But I do have a picture. Got it from his MySpace page."

Louis hands over a photograph to Carlton and he takes it in his hands. He smiles.

LOUIS: "Your son's all grown up, big guy."

Carlton stares down at the photo. It is a photo of E.S. Carlton's eyes look up from the photo to Louis.

CARLTON: "Why did I bust these agents out of here? What does your boss want from me?"

LOUIS: "You and those inmates had better get to know each other pretty well. You guys are staying at the base for the next few days until new orders get in. You start training on Monday."

Carlton looks on in realization, pleasantly surprised.

CARLTON: "You mean..."

LOUIS: "That's right. They're your back-up."

Carlton smiles.