In the cold open we see Peter Petrelli without his scars, walking down the street looking sweaty and fatigued. He is tired, struggling to walk, and looks ill. He is wearing the same clothes we saw him in during the meeting with Charles Deveaux. Peter looks at his hands, seeing his bone glowing through his skin and screams in fright. When the flickering stops, Peter wrings his hands together, then pulls out a flip phone and tries to call Sylar who is listed in his phone as "Paul S." There is no answer. Peter tries again, this time with a number listed as "Paul, Work" and there is no answer again. Weakly, Peter finds the address attached with Paul's work number starts to walk down the street again.

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We cut to Sylar in the basement of a funeral home, preparing a body for embalming. Another body lays on the slab beside the one he is preparing and he approaches it with nervous tension. Sylar retrieves a bone cutting tool from a backpack, it does not look like it belongs at the funeral home. He proceeds to cut along the hairline of the cadaver, cutting open a square hole in the skull, which reveals the brain when he peels the piece of bone off. Sylar then slides two fingers into the opening and pulls out a chunk of brain tissue that he brings up to his mouth just as we hear a horrified Peter call out Sylar's name.

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Sylar looks to Peter who stands in a stairway entering the basement of the funeral home. Peter is sweating and looks sick, dark circles around his eyes. Sylar suddenly looks fascinated, dropping the piece of rotten brain to the ground. Peter is horrified, asking Sylar what he's doing. But the pain Peter is experiencing makes him double over. Sylar approaches Peter, sensing something has changed in him. When he puts a hand on Peter's shoulder, Peter shouts for Sylar to get away and his eyes glow like fire and the bones in his hands glow white hot.

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There is an immediate demeanor shift in Sylar and he raises one brow, inspecting Peter. "Petey, I never would have guessed." Sylar licks his lips and Peter looks at him with confusion and hurt. He asks Sylar for help and that he doesn't know what's wrong with him. Sylar says he can help and "make the pain go away" and suddenly smashes Peter against the side of the head with the bone saw. Peter staggers back, struggling with Sylar who turns on the saw and tries to cut into Peter's head. The saw carves gashes into Peter's face as he tries to fight Sylar off, screaming the whole time. At one point Sylar stabs Peter with a scalpel, trying to get him to stop fighting back.

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Peter finally manages to force Sylar off of him and scrambles up the stairs, chased the whole way. When Peter makes it out onto the street Sylar doesn't pursue. A wounded, betrayed, and confused Peter stumbles down the street and up to a parked taxi. Peter pulls open the back door and falls inside, telling the driver to go.

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After the Series 3 intro, we cut to an overhead view of New York City. 

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Three Years Later. 

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Late Winter, 2009.

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We cut to Peter holding a gun to Sylar's head. Peter squeezes the trigger nearly all the way, but can't bring himself to pull it. He lowers the gun and is emotionally compromised. He sets the gun on the table and goes about unplugging Sylar from the machine he's hooked up to. Sylar is unconscious through the entire process and Peter slings one of his arms over his shoulders and drags him out of the operating room as the sound of alarms flood the air.

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As Peter comes down a corridor he is met by Stillwater Security officers who train their guns on him, but Peter teleports with Sylar behind them and repeatedly pops in short-distance hops through the lab. Eventually Peter looks exhausted from the movement, leaning up against a wall tiredly. Sylar slowly begins to come to, seeing Peter and looking confused. Peter tries to reassure Sylar and says "I'm getting you out of here," as more security come from around the corner. Sylar weakly raises one hand and turns the first security officer into a disassembled heap of bones, meat, and blood. Peter gasps in horror before they begin firing and he is forced to make a short teleport hop down the hall just in time to avoid the gunfire.

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Elsewhere in the complex, Eve, Cardinal, and Magnes have arrived at a large room filled with computers. Eve explains that all the records of how Pinehearst developed their "evil drug" are contained here. Richard asks what it is, and Eve explains it is "the power to end the world." Magnes says that's ridiculous as he watches the door. Cardinal demands a straight answer and Eve says, "why don't you ask her," motioning to a terrified Odessa who just walked into the room.

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Magnes jumps out from beside the door and puts Odessa in a headlock. They struggle for a moment but he eventually overpowers her and pins her on her knees on the floor. Cardinal comes over and looks at her, recognizing her face. He confronts her as the scientist who helped the Vanguard nearly develop a weapon that would have killed all life on Earth. Odessa immediately begs for her life, claiming to be a prisoner and a hostage much as she was to the Vanguard. Cardinal says she worked for the Company and she says she has "never been free."

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Eve says she's lying and make a gun with her hand and mouths a "kapow" sound at her temple, suggesting they should kill her. Odessa pleads for her life and Magnes says they can't kill her, that she just seems scared. Eve says Magnes is falling for her lies and Richard tells everyone to shut up and that no one is shooting anyone yet. Richard demands to know what's being made here and Eve looks furious.

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Odessa tells Richard that Arthur has been developing a serum that can imprint Evolved abilities into other people. He's been successfully able to develop a serum that can grand new abilities to people who already have powers, but his masterpiece is a serum that can grant powers to people who have none. She says they used DNA samples from Sylar to complete the process, explaining how his own DNA can manipulate itself on the fly. Cardinal is both horrified and tantalized by this and Eve says the project needs to be stopped. "Too many powers, too many people, making too many problems. And not enough love to go round." She then breaks down into singing the lyrics to "Land of Confusion" by Genesis in the background.

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Cardinal asks if this serum really works, and Odessa says it does. She says that Arthur tested it on himself multiple times. Cardinal then asks, "How many powers does Arthur have?"

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There is a sudden flash of laser light in the room that sweeps across the computer terminals, cutting Richard's hand off at the wrist. Richard collapses to the floor, screaming, and finds Arthur Petrelli standing in the doorway. Magnes turns, firing his assault rifle at Arthur, but the bullets ricochet off of him harmlessly and he throws Magnes across the room with nothing more than a sharp look. Eve is already running, a stolen key-card in hand, and escapes into the cold storage area where the serum is contained. 

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Arthur explains that Sylar had superhuman hearing, so now he does as well, and he's very displeased with the things he's heard Odessa saying. Odessa yelps and screams and says she was just trying to save herself. Arthur raises one finger and wags it back and forth, making a "tsk-tsk" sound and then creates a flickering pulse of laser energy on one finger, right before Magnes flies into him like a missile. He manages to knock Arthur down a flight of stairs. Odessa grabs the stunned and severely wounded Cardinal by the sleeve and drags him away and Magnes, torn, follows Eve into the cold storage area.

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Outside of the Pinehearst research site, the Ferrymen pull up in their panel van. Wireless says that she's picked up security alerts inside the building but local authorities haven't been contacted. Norman mutters, "good," and tells everyone to get ready to go in "and follow the plan." Teo and Lynette get out of the back of the vehicle, with Teo carrying a heavy kit of tools. They immediately begin to jog off down the street while Gillian and Wireless head toward the front of the building. Eileen stays with the van, closing her eyes and causing every bird in the nrighborhood to rise up off of their roofs and circle the area. Norman and Helena head around to a side entrance.

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Teo and Lynette stop at a section of the street where there is an electricity maintenance hatch, which Teo pries off with a crowbar, revealing metal-sheathed power conduits. He takes out tools to open the conduits and expose the wires, then asks Lynette if she's "sure about this." Lynette nods and reaches down and grabs the bare electrical conduits and explodes into raw electricity, entering the wires and vanishing. Teo shakes his head, looking up to a seagull watching him on a signpost. "Do you believe this shit?" He asks the bird.

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Wireless and Gillian approach the front of the building and Gillian takes Wireless' hand, expanding her ability's power. Wireless assumes control of the Pinehearst building, causing the doors to open and the security alarms to stop. "I can see everywhere inside the building," she tells Gillian. "Too much to process at once. The cells appear to be empty, I'm trying to find the others."

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At the back entrance, Helena and Norman enter together and Norman plugs in an earpiece. "Wireless says the elevators are this way, she's sending one up for us," he explains as they cut across the lobby. Helena asks where everyone is and Norman says they probably evacuated. 

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Inside cold storage, Magnes finds Eve smashing vials on the ground, pulling racks off shelves and crushing glass under her feet. He tells Eve that they have to go or they'll get killed and Eve says if they don't destroy all this research billions will die in wars as Evolved powers spread and grow too numerous. Magnes looks horrified and confused and tells Eve there's got to be an easier way. She throws herself at Magnes, gabbing his collar and shouts, "Just help me!"

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We cut to Peter teleporting into a dimly lit office, struggling to carry Sylar's weight. He collapses to one knee, bleeding from a gunshot wound to his shoulder. Sylar looks up at Peter, still heavily sedated and asks why he is saving him. Peter tells Sylar to shut up and listens for approaching security. Sylar grabs Peter by the arm and tells him he should kill him, because once he gets his strength back he's going to come after Peter. That confession has Peter looking down at Sylar with worry and confusion. Peter asks why and Sylar says it's an addiction, power, and he feels how powerful Peter is and how powerful he could become and he's jealous. The rush of killing him and consuming his ability is irresistible. Peter, recognizing the symptoms of addiction, tells Sylar "There's help for everyone."

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Sylar says someone is coming and Peter tenses up in waiting. Arthur comes into view through the glass walls of the office. Arthur demolishes the wall with telekinesis and slowly steps in, looking down at his son disapprovingly. Arthur shakes his head and tells Peter to step away from Sylar. Peter refuses and Arthur rolls his eyes, calling Peter weak. He asks Peter if he realizes what kind of monster Sylar is, and Peter replies by saying he knows "what kind of monster you are." Arthur looks wounded by Peter's words, conflicted and hurt, and raises one hand with a sparking sputter of laser light glowing on one fingertip.

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Elevator doors open elsewhere in the facility and Norman arrives with Helena, finding the dead bodies of Stillwater Security officers lying in the hall. They move through laboratory spaces with dead scientists, computers flickering and sputtering. Norman calls out what he sees into his earpiece and continues sweeping for their allies. They find labs, crematoriums, and signs of inhumane medical experiments. Eventually, they are confronted by Odessa Price and Richard Cardinal, the latter of whom is sweating profusely and passing in and out of consciousness. Noah picks up Cardinal and then trains his gun on Odessa, who scrambles back and raises her hands in defense. Helena recognizes her from the Narrows and threatens her with a growing gust of wind. Odessa pleads for help and Cardinal shakily says she saved his life.

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Norman asks where the others are and Cardinal says he isn't sure, but that there's someone down here with multiple abilities. Norman orders Helena to take Richard and Odessa back up and Helena tells Norman, "do it yourself old man." She takes his earpiece and tells Wireless to expect Norman topside with wounded. Norman gives Helena a momentarily worried look, then nods and takes Richard and Odessa into the elevator.

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Back in the office, Peter is prepared to stare death in the eye when the lights in the lab flicker at once. There is a tremendous crackling of electricity, followed by Lynette appearing like a bolt of lightning out of a light fixture, slamming straight into Arthur's chest. Arthur is blown off of his feet and sent careening through the air, over a metal railing and down several floors to a basement courtyard below. Lynette turns to Peter then looks down at Sylar in his arms without recognizing who he is. "Hey Scarface," Lynette greets him. "What the hell is going on here?"

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Peter tells Lynette there isn't time to explain, but they need to destroy the facility to prevent the research they have here from getting out. Lynette agrees, but says they need to get their friends out. She asks Peter if he needs help and Peter slowly stands, carrying Sylar. He says he can take it from here, and Lynette shrugs and turns into a bolt of electricity and leaps into a wall socket. 

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In the cold storage room, Eve and Magnes have demolished the samples of the serum. Eve looks relieved and Magnes grabs her by the wrist and says they have to go. Eve tries to protest saying there's more they can do but Magnes doesn't take that for an answer and grabs her by the waist and flies out of the room. As they are soaring down the corridors, they run into Helena. Helena is overjoyed to see Magnes and and even Eve and throws her arms around them. The trio head back to the elevators but Magnes and Eve say that Peter is still somewhere in the building. Helena says they can worry about that once everyone gets to safety. Lynette appears in a blast of electricity from the ceiling fixtures and tells Eve she found Peter and says where she last saw him. Eve says she can't leave Peter behind and apologizes, abandoning the others. Lynette tella Helena to take Magnes and go up, she'll keep an eye on Eve.

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Cardinal, Odessa, and Norman arrive at the ground floor and begin evacuating toward the van as they encounter Gillian and Wireless. Wireless updates that she's nearly done downloading what she has of their databases and scrubbing their records, but she states she saw Sylar on the lower levels. Gillian looks tense when Sylar is mentioned and says they have to pick their battles. Norman agrees and they begin to withdraw to the van where Teo is waiting.

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In the lower levels of the Pinehearst building, Peter has stopped walking and slouched up against the wall. Sylar, sitting next to him, tells Peter he tried but to save himself. He says he can tell Peter can teleport, and Peter says he can't take other people with him. Sylar laughs and says he's not people, he's a monster. Peter asks what that makes him, and Sylar is about to answer when they hear the sound of approaching footsteps. Eve comes upon Sylar and Peter, looking heartbroken. She kneels beside Peter, seeing his gunshot wound. Peter asks Eve if she would help him, if she could take Sylar out. Eve shakes her head furiously, and she says she's seen the future and if he leaves this place it will bring nothing but death. Sylar laughs, asking Eve if he has the ability to make choices for himself. Eve says he does, but he always makes the wrong ones.

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Peter sees Arthur step into the hallway, and he looks at Eve, demanding she take Sylar and go. Eve sees Arthur and watches Peter stand up to confront his father. Troubled, Eve reluctantly agrees and slings Sylar's arm around her shoulder. Sylar asks Eve what happened to her premonitions, and Eve says she has to hope that "the future can be changed."

 

Arthur, bleeding from his forehead and neck, says he's disappointed in his son. He watches Eve and Sylar leaving, but when he tries to interrupt them Peter teleports next to his father and punches him square in the face. Arthur grabs Peter by the throat and lifts him off the ground, and Peter struggles, legs kicking. Arthur says he always believed Peter was weak and that the Company did too, which is why they chose him to be the one to bring about their plans and Nathan to be the one to make them reality. As Arthur begins to crush his son's throat he says it doesn't matter, because he doesn't need Peter anymore, he has all the power he could ever imagine now that he has all of Sylar's collected powers. Peter gasps and grabs his father by the wrist, kicking at him but unable to hurt him.

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On the surface, Eve and Sylar arrive from the elevator, followed by Lynette in a blast of electricity. Eve asks Lynette where the Ferrymen are and she indicates the van, and Eve says she's sorry but she can't go with them, not without betraying Peter's trust to protect Sylar. Lynette, now realizing who Eve has with her is enraged.  Lightning arcs off her body and she asks Eve if she knows how many people he's killed. Eve says she knows, but she made a promise and she has to hope the future can be better.

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Lynette says that isn't a choice Eve gets to make, and Eve says it is and then apologizes to Lynette before pulling the fire alarm, causing the sprinklers to activate. Lynette lets out a howl of pain as she grounds out from the water, collapsing into convulsions on the floor. Eve, carrying Sylar, escapes out the back entrance of the building while Lynette is incapacitated. 

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Outside the building, Magnes and Teo reunite. Teo throws his arms around Magnes and they hold each other for a moment before looking into each other's eyes and kissing. Helena watches on, exhausted, and looks back at the building. She sees Lynette staggering out, electricity sparking up and down her body and asks, "Where's Eve?" Wireless gets in the van with Gillian and tells everyone to get ready to go. She says she saw what just happened and Eve has betrayed them for Sylar. Norman looks at Wireless with a horrified expression while Odessa helps a severely wounded Cardinal into the van.

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Down in the Pinehearst building, Arthur squeezes the life out of Peter and says he wishes it could have gone differently. He says he had high hopes for his son, but that Peter was a disappointment and never had the strength to make any choices for himself. He was always manipulated by people. Peter slowly reaches up and grabs his father's wrist with both hands and Arthur laughs, asking Peter what he thinks he's doing. There's a brief static-electric spark at Peter's touch as he copies all of Arthur's powers and the bones in his hand starts to glow white hot as he says, "Making my own choices."

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Outside, the entire Pinehearst building suddenly erupts in a massive explosion. When the shockwave hits the Ferrymen's van the scene immediately smashes to black.

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Against a black screen we hear a news broadcast saying that radiation levels in Fort Lee, New Jersey have forced evacuations due to a reactor meltdown at the Pinehearst Company building. The broadcaster assuages public concerns "confirming" that "The Department of Evolved Affairs has confirmed no Evolved activity in the blast."

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Cut to the ruins of the Pinehearst building and drifting clouds of ashes. 

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We hear the voice of the news broadcaster, "there we no reported survivors of the blast."

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