Rick, Michonne, and Glenn are driving in the direction of the helicopter, guided by the rising smoke. Rick notices all the zombies that are walking toward the prison, and Glenn says he and Maggie can go out into the ever growing horde of zombies outside the fence and kill them while wearing the newfound suits. The road they are driving on comes to a turn, and doesn't go in the direction they want. Glenn takes it offroad to the dismay of Michonne, who hits her head on the ceiling on one of the bumps. She tells him to slow down, but he gets stuck in the mud and they are forced to walk the rest of the way.
Andrea and Dale talk to Allen's kids, explaining that since their father is gone now, they will be taking care of them, and will even give them their own room.
Rick, Michonne, and Glenn are in the woods, still looking for the helicopter, and it's getting dark. Michonne talks about her life before all this; she was a lawyer, and stole her katana sword from her neighbor's delinquent son. She brings up Tyreese, and tells Rick he should talk to him sometime. She says they used to be best friends, and it's weird how they aren't like that anymore. Rick says he will the next day, maybe.
Lori is on a rampage about how Rick left her again to find "some stupid wrecked helicopter," and Carol tries to calm her down. She tells her it can't be good for the baby, and sure enough, Lori feels pain in her stomach immediately. She says it'll pass and tries to leave, but Carol says she needs to talk to her. Carol says she wants to marry Lori and Rick. She loves them both, and they can all raise Carl, Sophia, and the new baby together. She says they could all be happy together, but Lori is not convinced.
When Rick, Michonne, and Glenn finally reach the helicopter, no one is in it. They see several groups of footsteps and Rick thinks someone else must have taken them. Rick and Michonne walk away, talking about who could have been there quicker than they were. Glenn suddenly stands up, yelling to the others.
Lori and Carol are still discussing Carol's proposal. Lori says even though they've seen each other every day for the last seven months, they don't know that much about each other. Lori starts getting angry, asking what their children would think if they went through with it. She asks if she's even thinking about Sophia anymore, and Carol is infuriated.
Rick, Michonne, and Glenn come up with a plan: they're going to try to find this other group of survivors who took the people who crashed in the helicopter. They come across a road sign and see that a town called Woodbury is only a mile away. They begin heading in that direction.
While everyone else has already gone to bed, Axel and Tyreese are waiting by the gate for Rick, Michonne, and Glenn to return so they can open the gates.
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