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Season 1, Episode 11
Airdate December 4, 2006
Production Number 111
Written by Joe Pokaski
Directed by John Badham
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HeroesSeason One

Fallout is the eleventh episode of the first season of Heroes.

Starring: Santiago Cabrera (Isaac Mendez), Jack Coleman (Noah Bennet), Tawny Cypress (Simone Deveaux), Noah Gray-Cabey (Micah Sanders), Greg Grunberg (Matt Parkman), Ali Larter (Niki Sanders), Masi Oka (Hiro Nakamura), Hayden Panettiere (Claire Bennet), Adrian Pasdar (Nathan Petrelli), Sendhil Ramamurthy (Mohinder Suresh), Leonard Roberts (D.L. Hawkins), Milo Ventimiglia (Peter Petrelli)

Guest Starring: Clea DuVall (Agent Audrey Hanson), Nora Zehetner (Eden McCain), James Kyson Lee (Ando Masahashi), Zachary Quinto (Sylar), Thomas Dekker (Zach), Jimmy Jean-Louis ("The Haitian")

Co-Starring: Conroe Brooks (Police Officer), Randall Bentley (Lyle Bennet)


Plot Overview

Matt and Audrey investigate the incident at Homecoming and the involvement of Peter. Mr. Bennet tells Claire the secrets he's been keeping from her. Niki struggles with Jessica as they search for D.L. and Micah. Eden slips Isaac a key so he can escape Primatech Paper, and he meets Hiro and Ando. Mohinder returns to New York. Peter has a foreboding vision.

  • Bennet house, Odessa, Texas. Claire and Mr. Bennet return home. She told him about her healing ability. He tells her that he's known about her being special since before she did, before she started making tapes with Zach. He tells her he wants to protect her, so he's kept it quiet. He's done some things he's not proud of to protect her so she can have a normal life. Claire knows that Jackie died because of her, the man who killed Jackie mistook Jackie for Claire. Mr. Bennet tells her that that man has been taken care of, but there are other bad people who want what she has and will hurt her to get it, so they have to keep it quiet. She tells him that only Zach and Lyle know about her ability.
  • Near Union Wells High, Odessa. Matt Parkman and Audrey Hanson are following the trail of blood Sylar left behind as he made his escape. Audrey doesn't think that the person they have in custody, Peter Petrelli is Sylar, she thinks the person who left the blood trail is. Matt notices three distinct sets of footprints and thinks two people met Sylar there. Audrey is surprised that Matt never cheated on his wife, given the type of people law enforcement draws.
  • Sheriff's office, Odessa. Peter Petrelli is in his cell. Nathan Petrelli is let in by the guard. He tells Peter that every time he gets in trouble, he's supposed to drop everything and get him out. Nathan's glad he's alive. Peter asks him why he destroyed the painting. Nathan told him that the painting showed him dead, and when he got the call he nearly believed it. Nathan says that Peter's meant to do a lot of things, but saving the world isn't one of them. Peter tells Nathan that he thinks he has to stop the bomb that destroys New York and save the world. Peter doesn't think he can. Nathan tells him that that's because he can't. Peter turns and Nathan is gone. In his place is Sylar. Sylar asks him how can he do anything to stop what's coming when he doesn't even know what power is. Peter wakes up from the dream with a start. He's alone in his cell.
  • A motel along Highway 12, Utah. D.L. Hawkins is about to get into his vehicle with Micah Sanders when Jessica Sanders shoots at him from a nearby hill, striking him in the shoulder. A second shot narrowly misses, and D.L. phases to let a third shot pass harmlessly through his head. He and Micah escape with the money. Jessica reaches the car, but they're gone.
  • Primatech Paper, Odessa. Eden McCain is waiting for Mr. Bennet. She tells him Sylar slept through the night. He goes into Sylar's holding area alone. Mr. Bennet tells Sylar that he lost a lot of blood, but they patched him up as best as they could. Sylar attempts to use his abilities, but can't. Mr. Bennet tells him that they won't work here. Sylar tells him that he has the ability to know how things work. Mr. Bennet is interested in learning how Sylar works. He's taken on the abilities of several people, although he thinks that infusing so much DNA from other people has corrupted him, made him insane. Sylar taunts him, saying that when he gets out he's going to take one more, the indestructibility of his daughter. Mr. Bennet leaves and phones his superiors. He warns then that Sylar is too dangerous to be kept alive. But his protests are to no avail. He has his orders. Neither he nor Eden are happy about this. Eden suggests that she could make Sylar kill himself and no one would ever know. The Haitian shows up nearby and Mr. Bennet says that's not an option.
  • Rural Utah. D.L. and Micah run through the woods. D.L. leaves his jacket behind as a decoy trail, then he and Micah walk backwards in their footsteps before striking off in another direction. D.L. can't use his left arm. Micah pleads with D.L. that his mother never hurt him on purpose. D.L. says that she just did. They find a cabin, all locked up. D.L. phases his hand inside and unlocks the door. He gets some things to use as bandages, but passes out.
  • Sheriff's office. Audrey and Matt go to see Peter. Audrey notes that even with FBI involvement, Nathan's protecting Peter so well that they had to "climb over six lawyers" just to see him. Peter says that he didn't kill anyone. Audrey tells him that they know the blood on him was his own, which is especially strange since he has no trace of injury. She asks him what he's doing here. Peter refuses to talk, so Matt tries to read his mind. Peter mimics Matt's powers and there is psychic feedback for a moment. Matt reads that he was there to save the cheerleader. Peter reads Audrey thinking that the cheerleader is dead, and he says "Claire's dead? That's impossible?" Both Audrey and Matt are surprised that Peter can read minds. Audrey says that Jacqueline Wilcox is dead. Peter tells them that the killer was after the cheerleader Claire, they have to protect her. Matt confirms that he's telling the truth. Audrey and Matt leave to track Claire down.
  • Mohinder Suresh's Apartment, Brooklyn, New York. Mohinder moves back in. He finds a note from Eden saying that she knew he'd be back. Mohinder calls someone, saying that he faxed the list to their office in Quantico, and the people on it need to be warned - 6 people on it are already dead, possibly by the same killer. James Walker was killed 9 days ago and Charlene Andrews was killed two days ago.
  • Primatech Paper. Eden goes to see Isaac. He still doubts that he'll be able to draw the future while clean. Eden tells him it'll come eventually. She tells him that Claire is alive. Isaac knows it was Peter who saved her. Eden tells him that he saved her, thanks to his paintings. She tells him she's leaving Odessa soon. Isaac protests that he can't stop the nuclear blast if no one can hear him. Eden kisses him on the cheek and gives him a cellphone and a key card so he can leave.
  • Union Wells High. Hiro Nakamura and Ando Masahashi are standing despondently as the bloody "Homecoming" banner is carried out behind them. Hiro thinks he failed to save the cheerleader, and the world is doomed. Hiro and Ando quibble about whether saving the cheerleader is required to saving the world. Hiro decides that they'll find a way. He gets a call. It's Isaac Mendez, he wants a place to meet Hiro.
  • Sheriff's office. Audrey is talking with Claire, with Mr. Bennet next to her. Matt is watching from another room. Claire tells the story of the killer attacking Jackie, then going after her and Peter saving her life. She leaves out all mention of superpowers, even when Audrey specifically asks about that. Claire does say that Peter tackled the killer and they fell. Audrey mentions that some of Claire's blood was found at the crime scene, but neither her or Peter seem to be injured at all. It's obvious that Claire is hiding something, but the interview draws to a close. Claire asks to talk with Peter. Matt introduces himself to Mr. Bennet and tells him that they're searching for the killer with all their effort. Matt tells Audrey that he couldn't get anything at all, it seems like there was some kind of interference blocking him — the same kind of interference that he remembers just before blacking out. Neither he nor Audrey see the Haitian leaving the station.
  • Rural Utah. Jessica follows the trail and finds D.L.'s jacket. Niki takes control. Using a reflection in a stream, she gets into an argument with Jessica. She tells him that if she really loved Micah, she wouldn't have taken the shots. Jessica says that D.L. is a criminal and a danger to Micah. Niki tells her that she's out of control. She's a part of her and she should do as she says. Jessica says that's not how it's going to work. Niki isn't strong enough for her liking. Micah hears Niki's voice and calls out. Niki calls back and runs to find Micah. Jessica readies her pistol.
  • Sheriff's office. Claire and Mr. Bennet goes to see Peter in his cell. Claire says that she's all right, thanks to Peter. Mr. Bennet thanks Peter for saving Claire, and tells him that perhaps someday he can do a favor for him. Claire asks Mr. Bennet to wait outside, and he does. Claire asks Peter how long he's know he's special, like her. Peter asks Claire if her special ability is to heal. Claire nods. Peter says that he knew he had to save her to save the world. Claire asks what she has to do with the world. Peter says that he doesn't know yet. He tells her that if it wasn't for her, he doesn't think he'd be alive. He's not like her, the healing is a new trick for him. She's surprised that he didn't know he'd heal after falling off the building. Mr. Bennet impatiently raps on the glass to tell Claire it's time to go. Claire tells Peter that he's her hero.
  • Rural Utah. Niki finds Micah and hugs him. He tells her that his father's hurt. Jessica draws her gun and goes in, but D.L. is ready and hits her. Jessica kicks him and sends D.L. flying several feet. Micah tries to restrain her, telling them to stop fighting, but Jessica says it's for her own good and shrugs Micah off, accidentally sending him flying a few feet into some rocks. D.L. gets up and goes over to him. Niki takes control again. She goes to comfort Micah. D.L. tells her to stay away, but Niki says that hit's her. She apologizes to Micah, and to D.L. They hug.
  • Union Wells High. Claire meets Zach. She asks him what people are saying. He says that people know Jackie was killed. Zach gives Claire the tapes. She tells him that her father doesn't want to risk anyone finding out. She destroys the tapes. Claire says that Zach is her best friend. Zach notes that they've only really been friends for two weeks. Claire acknowledges that it sounds pathetic.
  • Midland Bus Depot, Midland, Texas. Isaac steps off the bus and meets Hiro and Ando. They go to the Burnt Toast Diner. Isaac is surprised to see a copy of 9th Wonders Issue #14 - it hasn't even gone to the printers yet. He tells Hiro that he can't paint the future yet without being on drugs. He believes Hiro went to the future, and asks him what else he saw. Hiro tells him about the explosion he saw that was destroying the city. He hesitates before telling Isaac that he saw Isaac dead, with his skull cut open and brain missing. Isaac tells Hiro that the brain-stealing man has been taken care of. Hiro and Ando are glad, because he killed a friend of theirs. That reminds Isaac of something. He pulls out a sketchbook which has sketches of Hiro, Ando and Charlie in the diner, and asks them if she was their friend. They say yes. Isaac is happy, he sketched that a couple days ago while sober. He doesn't need the drugs after all. Isaac tells them that he thinks stopping the blast is his destiny as well. He painted the explosion destroying the city on the floor of his apartment, and two days ago, he painted an exploding man. He thinks that's what destroys the city. Hiro wonders how to stop an exploding man.
  • Bennet house. Claire returns home and finds Lyle there. Their mother is at the store. Claire asks Lyle if their father has talked to him about her special ability, she can't get hurt. Lyle doesn't have any idea what she's talking about, he hasn't seen Mr. Bennet all day. Claire asks him how he got home. He doesn't remember.
  • A motel along Highway 12, Utah. Niki, Micah and D.L. are walking back to D.L.'s car. D.L. says that they can get help for Niki, there are doctors that can treat this, Niki says that Jessica is too strong, she can't control her. Niki realizes that she's a danger to Micah. When D.L. is preoccupied with Micah, she leaves the suitcase of money behind and goes to the deputy investigating the gunshots fired at the motel and asks to be arrested for murder. Micah and D.L. watch, helpless to interfere.
  • Outside Primatech Paper. Matt and Audrey are staking out Primatech. She's unsure that static was a good enough reason for the stakeout, but Matt has a hunch. He catches a stray thought of Audrey's that he's cute. She tells him that she thinks he's happily married, and he agrees. He thinks that if he takes back his wife he'll be a chump. Audrey tells him that if he wants to save the marriage, he'll try to, or else he will be a chump. Matt's hunch pays off as he sees Mr. Bennet and the Haitian outside of Primatech. Matt recognizes the Haitian from the bar. He strains to try and pick up something, giving himself a nosebleed from the stress. He tells Audrey that he was only able to pick up one word through the interference: "Sylar." Audrey and Matt know Mr. Bennet knows more they he's let on.
  • Union Wells High. Zach meets Claire on the football field. She tells him that Lyle doesn't remember what she can do, it's like his memory has been erased. Zach has no idea what she's talking about and doesn't remember talking to Claire since 6th grade. To her mounting terror, she realizes someone's erased Zach's memory too. She runs.
  • Primatech Paper. Mr. Bennet brings Sylar some food. Sylar asks him if he thinks of himself as some kind of humanitarian. He kidnaps special people, studies them, collects them. Sylar says that he collects special people too. Mr. Bennet tells Sylar that he's going to take him apart, see what makes him tick.
  • A motel, Midland. Hiro, Ando and Isaac are in a motel room. Hiro and Ando look expectantly at Isaac as he sits in front of a blank canvas. Isaac tells them that he doesn't think he can do it. Hiro suggests that he concentrate. Isaac concentrates, and when his eyes open they're milky white. He starts to draw on the canvas.
  • Bennet house. Terrified, Claire calls her father ans asks him if he remembers their conversation. He tells her that he does. She tells him that Lyle and Zach don't, she thinks a bad person got to them. He tells her to wait for him at home, he'll be there soon. The Haitian emerges from Claire's closet. She tries to run, but he grabs her and covers her mouth so she doesn't scream. He speaks for the first time, telling her that he works for her father, and he sent him to her brother, her friend, and to her mother many times. He tells her that her father will be home soon, expecting that she won't remember. He tells her that it is very important that she remembers, and asks her if she can keep a secret.
  • A motel, Midland. Hiro and Ando decided to see what Isaac has painted. It's Hiro holding a sword, facing off against a Tyrannosaurus Rex! Hiro is worried that when he accidentally travels to the past he'll step on a bug and change the future. Ando tells him that it looks like he's doing to die! Hiro says that he really needs to find that sword.
  • Mohinder Suresh's Apartment, Brooklyn. Mohinder gets a call from Eden. She tells him that she's been lying to him for a long time, but she's sorry. She's going to start making things right by killing the man who murdered his father. She hangs up.
  • Primatech Paper. Eden enters Sylar's cell. He recognizes her. She draws a gun and tells him that she was Chandra Suresh's neighbor. Sylar thinks she knew about him and could have stopped him. He angrily uses his telekinesis to smash her through the glass. Eden tries to point the gun at him. Sylar scoffs at this, telling her that she knows that can't hurt him, and after he takes her power, no one will be able to touch him. Wanting to prevent this, Eden turns the gun to her own head and fires, destroying her brain.
  • Sheriff's office. The real Nathan Petrelli comes in. He tosses Peter the bag of his stuff, he's free to go. Nathan hopes Peter got the heroic acts out of his system. Peter tells Nathan that when he's around people, he can do what they can do. Peter, looking pretty terrible tells Nathan that he thinks they have to stop the bomb. Nathan tells him he'll settle for Peter walking straight when Peter collapses. Peter has a vision. He's in New York City. No one is around, the streets are clogged with abandoned cars. He walks toward Nathan's campaign office. Mohinder gets out of a cab. He smiles at Peter, then it fades and he runs. Peter turns to see Matt Parkman telling him to stop approaching, then he gestures at a man, a woman and their son (D.L., Niki and Micah) to run. They all run from Peter. Nathan starts coming out of his campaign office slowly. Claire in her cheer leading outfit runs up, but she looks sad and dismayed at him. Simone starts to approach Peter, but she is restrained by Isaac. Claire mouths "I'm sorry," to Peter, and runs off. Peter, to his growing horror looks at his hands. He's glowing. Hiro and Ando look on sadly, as if there's nothing they can do. Nathan approaches Peter. Peter's eyes change and he seems to explodes in a burst of red-white light. Peter wakes up. Nathan is cradling his head. Peter tells Nathan that it's all his fault - the explosion. It's him. He falls unconscious, his eyes open as Nathan tries to revive Peter.



  • What is the source of Peter's strange dreams?
  • Why won't Sylar's powers work in that room?
  • How does Sylar know the other cheerleader is Mr. Bennet's daughter?
  • Why did the Haitian not wipe Claire's memory?
  • Why did Sylar tell Eden that she couldn't hurt him with the gun? Was it his telekinesis?


  • Jessica did hit D.L. with her shot.
  • Peter isn't a suspect in the killing of Jackie.
  • Isaac can paint the future without the use of drugs.
  • The destruction of New York apparently happens when someone superpowered explodes.

Arc Advancement


  • Peter has a vision where he sees himself as the exploding man who destroys New York.
  • Isaac meets Hiro and Ando to team up to try and stop the explosion.
  • Matt and Audrey become suspicious of Mr. Bennet when Matt was unable to read him or Claire during Claire's interrogation.
  • Claire learns that her father knows a lot about people with abilities, and the lengths he'll go to protect her.




The Show

  • My Ability is Laryngitis: There is no narration by Sendhil Ramamurthy at either the start or end of the episode.

Behind the Scenes

  • Promotion: Beginning with this episode, Jack Coleman is now a series regular.

Allusions and References

Memorable Moments

  • Mr. Bennet confesses all to Claire.
  • Peter thinks Nathan has come to see him, but he's actually having a dream.
  • Hiro and Ando see a picture of Hiro facing off against a T-Rex.
  • Peter has a vision where he is the one who explodes and destroys New York.


  • Mr. Bennet: I have something I need to tell you. It's unfair of me to keep it form you any longer. What you can do—I've known about you Claire, before you knew. Before you made those tapes with Zach.
    Claire: You saw the tapes?
    (Mr. Bennet nods in the affirmative)
    Claire: Why didn't you say anything?
    Mr. Bennet: There are a lot of reasons but mostly I wanted to protect you.
    Claire: Protect me? All this time I've felt so alone and like some sort of freak and you knew?!
    Mr. Bennet: I've worked very hard, I've done some things I'm not proud of to keep you safe.
    Claire: What kinds of things?
    Mr. Bennet: I just wanted you to have a normal life.
    Claire: Jackie died because of me. He thought she was me, didn't he.
    Mr. Bennet: That man is taken care of, I promise you. ... That man who tried to kill you, there are others out there like him, who want what you have and will hurt you to get it. That's why we can't tell your mother, we can't tell anybody. Do you understand?
  • Sylar (Vision): How can you stop what's coming when you don't know anything about power?
  • Mr. Bennet: 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.
    Sylar: And here I am alive and well, and when I get out, I'll collect one more ability from your daughter. Sweet, innocent...
    Mr. Bennet: That's enough.
    Sylar: ...Ripe, indestructible—
    Mr. Bennet: I said that's enough, Gabriel!
    Sylar: MY NAME IS SYLAR!
  • Ando: "Future you" doesn't count as you!
  • Ando: Who is it?
    Hiro: Destiny!
    Ando: I wish destiny would lose our number.
  • Niki: Jessica shot you. She's going to come back and take Micah. She's out of control, she could really hurt him, even— ... I can't be trusted.
  • Sylar: You see yourself as some kind of humanitarian, don't you. A do-gooder, a hero. Kidnapping men and women who are different. Does that make you feel powerful? We're quite alike, you know. You collect special people. So do I.
    Mr. Bennet: We're going to take you apart Gabriel. Like one of your little watches—sorry, timepieces. And we're going to find out exactly what makes you tick.
  • Hiro: Oh no! What if I step on a bug? I could change history!
    Ando: Change history? You're gonna die!
    Hiro: I really need to find that sword.
  • Sylar: You knew what I was and you let it continue? In a way, you helped me. And after I've consumed your power, you'll help me even more.
  • The Haitian: I work for your father. He sent me here to make you forget. Like he sent me to your friend, and to 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?
  • Peter: It's all my fault. The explosion...It's me.