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Season: One
Episode number: 111
First aired: December 4, 2006
Written by: Joe Pokaski
Directed by: John Badham
Previous episode: Six Months Ago
Next episode: Godsend


  • When Matt and Audrey follow up on a lead in the Sylar case, Matt discovers problems with his abilities that he has experienced before.
  • As Peter is held for questioning, he continues to have strange dreams.
  • When Claire tells her father the truth, he reveals he already knew of her abilities, even before she did.
  • Mr. Bennet and his organization imprison Sylar in a maximum protection cell.
  • Hiro and Ando finally meet up with a rehabilitated Isaac.
  • When Jessica's actions threaten Micah, Niki makes a tough decision.
  • Eden decides to take matters into her own hands.

Story Development

Sylar's cell · Ability theft · Hiro and the Dinosaur · Peter's dreams · Odessa Sheriff's Department



Claire and her father return home. Mr. Bennet tells Claire that he has something he needs to tell her as well. He tells her that he's known about her powers before she knew she had them. He reveals that he's seen the tapes she and Zach made documenting her powers. Claire asks him why he didn't say anything and he tells her that he just wanted to protect her. He confesses that he's done things he's not proud of in order to keep her safe. Claire tells her father that she believes Jackie died because Sylar thought she was the one with powers. Mr. Bennet tells her that Sylar has been taken care of. Claire lets on that her brother Lyle found out about her powers. She tells her father that Lyle and Zach are the only other ones that know about it. Mr. Bennet tells her not to let anyone else know since there are others out there that want Claire's power and will hurt her to get it. He tells her that he'll talk to Lyle when he picks him up from practice and that she should talk to Zach and destroy the tapes she made.

At Union Wells High School, Audrey and Matt discuss the crime scene. Matt tells her that it fits Sylar's M.O. and that it looks like he tried to remove Jackie's brain but was interrupted before he could do so. Audrey tells Matt that they have a suspect, Peter Petrelli, in custody. Following blood on the ground, they find a separate trail of footprints and theorize that Sylar may have had accomplices. They decide to go speak to Peter.

Peter is awoken in a jail cell by his brother Nathan. Nathan tells him that he's glad Peter's alive and that he'll get him out soon. Peter asks Nathan why he destroyed the painting and Nathan tells him that the painting showed him dead. Nathan tells him that he's meant to do a lot of things, but he's a nurse, not a fighter. Peter tells Nathan that he believes all the people he's met with powers are all the same in a way and that they're supposed to stop the explosion that Isaac painted. Peter admits that he doesn't think he can do it. Nathan whispers to him that it's because he can't. He turns to look at him and sees Sylar instead who asks him how he's supposed to stop it when he doesn't know anything about power. Peter suddenly awakens alone in the jail cell in a panic.

D.L. phases to evade Jessica's bullet.

Back in Utah, in front of the Cafe BBQ, Jessica's shot at D.L. hits him in the left shoulder. D.L. tells Micah to stay down as he tries to make his way out of the line of fire. Jessica shoots him in the head, but D.L. uses his power to cause the bullet to pass right through. Jessica approaches the car looking for Micah. She sees Niki's reflection in the car window as she makes her way to the front door. Seeing Micah's no longer in the car, she slams the door shut, shattering the window.

At Primatech Paper Co., Eden waits outside a secure room for Mr. Bennet to arrive. Eden tells Mr. Bennet that Sylar slept through the night. Mr. Bennet enters the secure room and tells Eden to wait outside. He tells Sylar that he lost a lot of blood and that they fixed him up the best they could. Mr. Bennet tells him that his abilities won't work here. He calls him Gabriel, and Sylar corrects him. Mr. Bennet says that while his name may now be Sylar that it wasn't long ago that he was Gabriel Gray, an insignificant watchmaker. Sylar tells him that he was so good at restoring timepieces because he could see how they work and what makes them tick. Mr. Bennet tells him that they're interested in how things work as well and that they're interested in him because he has multiple powers now instead of just one like all the others they've met. Sylar tells him that it's what makes him special and that being special is important to everyone. Mr. Bennet tells him that he thinks infusing so many changes to his DNA to absorb these powers has driven him insane. Sylar tells him that as soon as he gets out he's going to collect one more ability from his daughter. As Sylar goes on talking about Claire, Mr. Bennet tells him to stop and calls him Gabriel. Sylar screams that his name is Sylar, not Gabriel. Amused, Mr. Bennet shuts off the light and leaves. Mr. Bennet discusses the situation with a superior on the phone. He tells the person that there are no options when dealing with someone like Sylar, but the other person seems to disagree. Eden asks him if it's true that they're going to keep Sylar alive. He tells her that those are their orders. Eden protests and suggests that she go tell Sylar to kill himself, but Mr. Bennet tells her he doesn't have time for this discussion today. Eden tells him that even the always silent Haitian would agree with her about killing Sylar. Mr. Bennet sees the Haitian at the end of the hallway and meets up with him.

D.L. and Micah run through a forest. D.L. removes his bloody jacket and leaves it on a tree trunk. Micah tells D.L. that he realizes it wasn't the police shooting at them because there was no warning. They come across a locked cabin in the woods. D.L. phases his hand through the door and unlocks it as Micah watches. D.L. grabs some cloth to bandage his arm. Micah tells his father that it was Jessica and that Niki would never hurt him on purpose. D.L. loses consciousness and Micah tries to wake him back up.

Audrey and Matt enter an interrogation room where Peter is seated. Audrey asks Peter if he's okay and Peter tells her that his head feels like it's going to split open. Matt offers him some of his medicine. Peter tells them that he didn't kill Jackie. Audrey tells him that the blood they found on him was his own but asks him to explain why he doesn't appear to have any injuries. Peter asks if he can go since he's not being charged with a crime. Audrey asks him what a nurse from Manhattan is doing at a high school homecoming in Texas and asks him if he's some kind of pervert. Peter tells her that Nathan told him not to talk. Audrey says they don't need him to talk and glances at Matt. Matt tries to get inside Peter's head, but both Peter and Matt exhibit discomfort, and experience a disturbing "feedback loop" in the process. Peter asks Matt what he's doing to him. Matt picks out a thought and says "Save the cheerleader". In Audrey's mind she thinks it's too late and that the cheerleader is dead. Peter hears Audrey's thoughts and says "Claire's dead?!" in disbelief. Peter hears Matt thinking, "Did he just read her mind?" Audrey tells him that the cheerleader's name was Jackie Wilcox. Peter tells them that Claire's the one Sylar wants and is disturbed to find out they're not already protecting her. Peter tells them that if they want to catch Sylar then they need to protect Claire. Matt and Audrey leave and Audrey tells Peter that he'll get out when she gets some answers.

At Mohinder's apartment in Brooklyn, Mohinder finds a note from Eden welcoming him back. Mohinder speaks to someone on the phone and tells him that he faxed the list to them yesterday and asks why they haven't been warned since six of them have already been killed by Sylar. He gets frustrated when they don't take the issue seriously enough and he hangs up on them. He finds a Post-it with Isaac's name and city on it.

Isaac is sketching when Eden enters. Eden asks if he's been able to sketch anything interesting, and Isaac tells her he hasn't sketched any predictions yet. He tells her that he doesn't think he's going to be able to sketch the future while he's clean, but is enjoying just being able to draw for fun again. Eden tells him that the cheerleader is still alive thanks to him and his predictions. Isaac believes this means they can change the future and potentially stop the explosion from happening. Eden tells him she's leaving and wishes him luck. He asks what use painting the future is if no one changes it. She tells him to change it then, slipping him a cell phone and security key card.

Hiro and Ando are too late.

Hiro and Ando stand beneath the homecoming banner, as predicted by Isaac's painting. Hiro comments that he couldn't save Charlie and now the cheerleader is dead, too. He says that since they didn't save the cheerleader, they can't save the world. Ando suggests that the message should be interpreted "save the cheerleader", and then "save the world". Hiro tells him that it's an "if, then" statement. Ando asks how he knows that and Hiro tells him because he was the one that originally said it. Ando tells him that his future self doesn't count as himself. Hiro tells Ando that they need to find a way to continue or else the two that have already died will have been in vain. He tells Ando they need to get back on their mission and find Peter Petrelli, find Isaac, and stop the bomb. Hiro's phone rings and it's Isaac Mendez. Isaac tells Hiro that they need to meet.

Claire and Mr. Bennet sit in an interrogation room speaking to Audrey. Claire tells Audrey how Sylar killed Jackie. In an adjacent room, Matt tries to read their thoughts but only gets static. Audrey asks if the man that attacked them exhibited anything out of the ordinary such as an ability to fall five stories without a scratch. Claire is confused and Audrey reminds her that she said Peter tackled Sylar and they both fell five stories and Peter didn't even have a scratch on him. Claire says she doesn't know. Audrey points out that Claire didn't seem to get hurt at all, either. Audrey continues to press and Claire tells her that she's already told her everything she knows. Mr. Bennet asks Audrey if she has what she needs and Audrey thanks them and lets them go. Before they leave, Claire asks Audrey if she can talk to Peter. As they leave, Matt walks up to Mr. Bennet and tells him that they're doing everything they can to catch the man that killed Jackie. Matt tells Audrey that he wasn't able to read their minds and that there was a static that interfered with his telepathy. Matt tells her that he heard this static once before at a bar the night before he couldn't remember the following day. As Matt and Audrey enter a different room, The Haitian, who had been standing nearby, glances around before walking away.

Jessica searches through the forest for D.L. and Micah. She finds D.L.'s bloody jacket. Niki reasserts herself and becomes concerned that she may have injured D.L. She trips and sees a reflection of Jessica in a puddle, who tells her to get up. Jessica tells her that she did what she had to do to get Micah back. Niki is concerned about hurting D.L. Jessica tells her that D.L. is a criminal and asks if she wants Micah to end up like him. Niki tells her that she's wrong about D.L. and that Jessica is out of control. Niki tells Jessica to do what she says. Jessica tells her it doesn't work like that anymore. When Niki asks why Jessica is doing this, Jessica tells her it's because she's not strong enough. They hear Micah's call in the distance and go to help him.

Claire and Peter chat.

Claire and Mr. Bennet meet Peter in his jail cell. Mr. Bennet introduces himself to Peter and tells him that he owes him his life for saving his daughter. Peter claims he was just "in the right place." Mr. Bennet tells him that maybe one day he'll be "in the right place" and can return the favor. Claire asks her father to wait outside. Claire asks him how long he's known that he has powers like she does and that he would have died if he didn't have the ability to regenerate. Peter realizes that regeneration is her power. Claire tells him that she thought she was alone all this time. He tells her that he knew he had to save her in order to save the world, but doesn't know what she has to do with saving the world yet. Peter tells her that this healing power is new to him and that he didn't know he was going to be alright when he jumped off the building with Sylar. Mr. Bennet knocks on the window and Claire gets up and leaves. As she leaves, she calls Peter her hero. Peter coughs, and appears increasingly ill.

Micah's calls attract Jessica. He tells her that D.L. is hurt and bleeding inside and needs help. Jessica pulls out a gun and enters the cabin. As she does D.L. is waiting for her and hits her with a shovel knocking her out of the cabin. D.L. tries to get the gun that Jessica dropped, but Jessica kicks him and sends him flying away from it. Micah tries to get Jessica to stop fighting, but she flings Micah away and into some rocks, injuring him. When Jessica sees that Micah is injured, Niki is able to reassert herself. She goes to help Micah, who hugs her. Niki apologizes to both Micah and D.L.

Zach meets up with Claire on the sports fields at school. She asks Zach for the tapes, which she stomps on and destroys. Zach apologizes for convincing her to go to homecoming when it almost got her killed. Claire tells him not to feel bad and that he did it because he was her friend. She tells Zach that she has to go and that her dad just wanted to make sure Zach wouldn't say anything about her powers to anyone.

Hiro and Ando meet Isaac at the bus depot in Midland, Texas. Hiro greets Isaac using the Vulcan salute from Star Trek. Hiro shows Isaac the issue of 9th Wonders! he brought back from the future. Hiro tells Isaac that his power is very strong as well, but Isaac tells him that he can only paint the future while he's high. Hiro tells him that while in the future he saw the explosion that destroys New York City and also saw Isaac dead with his head cut open. Isaac tells Hiro that the man who cuts open heads has been taken care of. Ando explains that Hiro lost a friend to Sylar. Isaac pulls out his sketch book and shows them some drawings of Hiro and Charlie that he made two days ago without being high. Isaac tells them that he think his destiny may be to stop the explosion in the city as well. He tells Hiro that he recently painted a picture of a man exploding. Hiro wonders how to stop an exploding man.

Back home, Claire asks Lyle if their father talked to him yet about her power. Lyle doesn't appear to know anything about it. Claire asks Lyle what their dad said to him and he tells her that he hasn't seen him all day. When Claire asks him who picked him up from practice, he can not remember.

D.L. tells Niki that they'll get her some help, but Niki says that Jessica is stronger than her. He tells her there are many things he can't explain, such as why Niki shot him. Niki tells him that it was Jessica that shot him. Niki expresses concern that Jessica is out of control and will come back and take Micah. Niki tells D.L. that she can't be trusted. D.L. turns around to help Micah who has apparently tripped. When he turns back around, Niki is gone. He sees her talking to a Utah highway patrolman. Niki tells the officer to arrest her for murder.

Matt and Audrey stake out Primatech Paper Co. They argue playfully and Matt hears Audrey think that he's cute. He then hears her wonder whether he heard that last thought. She asks him if he just read her mind and he laughs. Audrey tells him it was just a stray thought. They see Mr. Bennet leave the building and start talking to the Haitian. Matt recognizes the Haitian as the man he saw in the bar before he lost track of the next day. Using a lot of effort, he tries to enter their minds. The effort causes Matt's nose to begin bleeding. He's able to get a single word: Sylar.

Zach meets Claire on the football field. Claire tells him that her brother doesn't remember anything about her powers and that it's like someone made him forget. Zach is indignant and accuses her of pulling a prank on him. Zach tells her that she hasn't talked to him since sixth grade and now she's calling him out of the blue. Claire realizes that his memory has been erased, too. Claire runs away.

Mr. Bennet enters the room just outside Sylar's cell. Sylar claims that he and Mr. Bennet are actually alike. He claims Mr. Bennet abducts people with powers because it makes him feel powerful. He says Mr. Bennet collects special people and so does he. Mr. Bennet tells him that they're going to take him apart like a watch and find out what makes him tick. He turns off the light and leaves.

At the Midland Motel, Hiro and Ando watch as Isaac tries to use his powers to paint the future. Isaac says he doesn't think he can do it, and Hiro tells him to concentrate. Isaac closes his eyes. When he reopens them they are glazed over. Hiro and Ando watch in amazement as he begins using his power.

Claire calls her father and asks if he remembers what they talked about the previous night. He tells her that he does. She tells him that she thinks the people he told her about that want to hurt her have gotten to Zach and Lyle and erased their memories. Mr. Bennet tells her that he'll be right there and that she'll be okay. The Haitian enters the room and places his hand over her mouth. He tells her that he works for her father who sent him here to make her forget what she knows. He tells her that her father will be home soon, expecting Claire to not remember anything, but that it's important that she does remember. He asks her if she can keep a secret.

Hiro and Ando look at the painting Isaac has completed. The painting shows Hiro holding a sword up to a dinosaur that may be a Tyrannosaurus rex. Hiro worries about changing history if he even steps on a bug. He tells Ando he really needs to find that sword.

The phone at Mohinder's apartment rings. He picks it up and Eden tells him that she lied to him about who she really is and will explain soon. She tells him she needs to make things right, starting by killing the man who murdered his father. Eden hangs up.

Peter has a disturbing dream.

Eden enters the room outside Sylar's cell. Sylar tells her that he knows her. Eden tells him that he lives next door to Chandra Suresh. Sylar marvels over her power of persuasion. She tells him that she's going to give him a gun and that he's going to blow his brains out. Sylar telekinetically pulls her into the glass wall, shattering it. He grabs her and tells her that he's going to consume her power. She points the gun at him and he tells her that she knows it won't hurt him. She points the gun at her own head instead and pulls the trigger.

Nathan comes to pick up Peter from jail. As they leave he tells Nathan about the people he met and the experiences he had. Peter suddenly collapses. He gets up and he's in New York City, which appears deserted except for Mohinder, Matt, Niki, Micah, D.L., Claire, Nathan, Simone, Isaac, Hiro, and Ando. Claire mouths "I'm sorry" and Peter looks at his hands as they begin to glow. Isaac holds Simone back. Nathan approaches Peter as Peter explodes, as shown in Isaac's painting. Peter awakens back in Texas with Nathan and tells Nathan that the explosion in New York City is his fault. Peter appears to fall unconscious and stop breathing as his brother holds him, yelling for him to "Breathe damn it, breathe."

Memorable Quotes

"Law enforcement attracts a certain type of male personality."

"And what type of personality would that be?"


"And the female personality?"

"Bitches. We like to keep it in the canine family."

-Audrey, Matt

"I think I died."

"I've died before, It's no big deal."

-Peter, Claire

"I think you're insane. I think the infusion of so many alterations to your DNA has corrupted your mind. All this power is degrading you."

"And yet here I am, alive and well, and as soon as I get out, I'm gonna collect one more ability from your daughter. Sweet, innocent..."

"That's enough."

"...ripe, indestructible..."

"I said 'that's enough', Gabriel."

"My name is Sylar!"

- Mr. Bennet, Sylar

"I really need to find that sword."

- Hiro

"It's all my fault... The explosion. It's me."

- Peter

"I work for your father. He sent me here to make you forget. Like he sent me to your friend... and your brother... and to your mother, so many times. He'll be here soon, expecting that you won't remember anything, but it is very important that you do. Tell me, Claire. Can you keep a secret?"

- The Haitian

Character Appearances


  • This is the first episode to feature every main character. Simone Deveaux only appears briefly in Peter's vision.
  • Milo Ventimiglia (Peter Petrelli), in a behind-the-scenes video, reveals that Peter passes out at the end of this episode because he is overwhelmed by all of the abilities he has been absorbing.
  • Fallout is the first episode to not have any monologue at the beginning or ending.
  • In Ray Bradbury's story, A Sound of Thunder, the main character accidentally crushes a butterfly in the past while killing a Tyrannosaurus rex; this causes the language, architecture, and politics of his own time to change. Hiro’s concern may stem from this story. Another possible influence is a story in the comic book 2000 AD, in which some time-traveling big game hunters kill a lizard and prevent the human race from ever evolving.
  • Mohinder says he faxed the list "to your Quantico office". The most likely recipient in Quantico, VA is the FBI. If so, Mohinder may be making things difficult for himself: one of the largest FBI field offices is in New York City, and Headquarters is in Washington, D.C. The facility in Quantico is merely the training academy.
  • In reference to Lyle's memory loss, Claire says, "It's like The Stepford Body Snatchers or something." The Stepford Wives is the 1975 film in which human beings are replaced by mindless, zombie-like robots who are lifelike in every aspect except their emotions. Invasion of the Body Snatchers is the 1956 film in which normal humans are replaced by emotionless aliens who physically resemble humans, but grow from plantlike pods.
  • In a deleted scene, Mohinder meets Simone in Isaac's loft.
  • The graphic novel Fathers & Daughters fills in the "holes" of a storyline told in Fallout. The episode shows Sylar's murder of Eden. The graphic novel shows what happened immediately after the murder (and explains how Sylar was subdued once again), and the aftermath of the event. The graphic novel also serves as a makeshift eulogy for the slain character.
  • The graphic novel Super-Heroics also continues a storyline started in Fallout. It tells of one of Peter's dreams he experiences while in a coma.
  • When discussing their failure to "save the cheerleader", Ando quips "the earth is doomed." This is a line from Buffy the Vampire Slayer said by Rupert Giles in the second episode. He says a version in the final episode of the show as well.

See Also

previous: Six Months Ago Fallout next: Godsend
Season One
Volume One: Genesis

GenesisDon't Look BackOne Giant LeapCollisionHirosBetter HalvesNothing to HideSeven Minutes to MidnightHomecomingSix Months AgoFalloutGodsendThe FixDistractionsRun!UnexpectedCompany ManParasite.07%Five Years GoneThe Hard PartLandslideHow to Stop an Exploding Man

See Also: Volume One EpisodesVolume Two EpisodesVolume Three EpisodesVolume Four EpisodesVolume Five EpisodesHeroes Reborn EpisodesAll Episodes