Carol walks out of the prison carrying a huge handful of books, and Lori helps her carry them. Carol says she read all the books at Hershel's farm several times, and she'll read those books in under two weeks. Carol tries to take the books back from Lori; she is worried that Lori has been pushing herself too hard with the baby. Lori changes the subject to ask how Carol is doing, and she is still very upset about the Tyreese incident. Carol suddenly gets emotional, saying how much she loves Lori and Rick. Lori is confused, but says they love her, too. Carol hugs Lori, saying how much it means that they love her. Lori is clearly concerned.
Rick, Glenn, Dale, Maggie, and Tyreese decide to siphon some gas out of the cars in the parking lot for the generator, but before they do that, Rick stops at Allen's grave. He appears to have been talking to him since he was buried.
Carl is arguing with Lori about helping out the group. Carl wants to help them lure the zombies away so the others can siphon the gas, but Lori says it's too dangerous, and Rick agrees.
Otis, Hershel and Axel have joined the effort in distracting the zombies. Rick comes up with a plan: Glenn and he will run out when the time is right, and the others will continue distracting the zombies. Rick wonders where Glenn is, and when he finally shows up, he is wearing a full, very bulky riot suit and has another one for Rick. Once Rick gets his suit on, he tells the others to open the gate. Glenn and Rick sprint out, killing a few zombies on the way. When they arrive in the parking lot, Glenn has luck with the first car; he gets out quite a lot of gas on his first try. Suddenly, Glenn notices something. Rick sees it too -- a helicopter. It's very distant and isn't coming that way, so they need to find a way to get its attention. The helicopter starts falling, with a trail of smoke in its path. Glenn gets one of the cars started to chase the helicopter while Rick runs back to tell everyone what happened.
As Rick is describing what he saw to Tyreese, Michonne walks out of the gate, saying she saw it. She has her sword back, too, and goes with Rick into the car with Glenn.
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