Beth stared at Carl's still form in disbelief. He lay sprawled across the front seat, blood pooling beneath him on the passenger seat. She watched carefully to see if she could find any any movement, any sound coming from him that would tell her that he was still alive. She was barely aware of Judith's wailing as she continued to stare at Carl's seemingly lifeless form in front of her.

"Shh." she whispered as she forced her gaze from Carl to the little girl who clung to her. "It'll be okay." she said as she started to cry, wrapping her arms around the trembling baby. Glancing out the back window, she saw Maggie and Glenn racing towards the stopped car. She had to get out of the car, the sight of Carl and the smell of his blood was making her sick. As she reached out for the door handle, more shots rang out, and instinctively she ducked down. She carefully put Judith down on the floor and reached for her crossbow and put her window down a bit, trying her hardest to see if she could make out where the shots were being fired from.

"Beth!" Maggie cried as she ran as fast as her feet could carry her to the car, slipping in the mud as she tried to stop as more shots were fired.

Beth peered over the top of the door where the window had been broken and was able to just catch a quick glimpse of someone moving from the cover of one tree to the next. She took the chance, steadied her crossbow and let her arrow fly, downing the man just short of his new hiding spot.

Glenn saw a man fall and grabbed Maggie's arm and hauled her to her feet and into the trees on the opposite side of the quickly flooding trail.

"We have to help her!" Maggie cried as she wiped mud from her face.

"I know." Glenn was panting, fear and the exertion of moving the car sapping his energy.

"Beth is alive." she said softly as she followed his lead. "I saw the arrow. Carl doesn't use the crossbow."

"Doesn't mean good things for Carl." Glenn replied nervously as they drew in line with the rear door of the car. "Beth!" he called out, hoping to get her attention.

Beth watched carefully but couldn't see any more movement at the moment. She glanced once more at Carl, realizing with a sinking feeling that, through all of this, he had not moved an inch. She reached over to try to check his pulse and swallowed her tears when she realized there was no pulse. "Oh, God!" she whimpered.

"Beth!" Glenn called out again, finally getting her attention. She looked back at him and shook her head. "Damn it!" he slumped against the nearest tree.

"Get out of there, Beth!" Maggie urged her sister.

Steadying herself, Beth grabbed Judith and slowly inched her away backwards to the opposite door. Just as she reached for the handle, more shots were fired.

"Get out, now!" Maggie screamed as she ran forward, flinging the door open and grabbing Beth by the door. Beth tried to reach back for something, but Maggie pulled her towards the trees before she could reach it.

"He's dead." Beth held Judith close to her, rocking back and forth. "Carl is dead."

"No, no, no!" Glenn felt sick. He looked back at the car from his crouched position behind the trees and made a decision. "I'm gonna get him out of there."

"Glenn, you'll get shot!" Maggie argued.

"Rick should be able to bury his son." Glenn stared at her. "He's lost his wife, now his son...he should be able to say goodbye and bury him."

Maggie glanced at Beth and saw that the frightened girl was continuing to rock back and forth, clutching the small child to her chest. "Give me that." she said softly as she gently took the crossbow from her nearly catatonic sister. "I'll try to cover you." she decided.

Glenn moved ahead of Maggie and listened carefully for any sound that would indicate that the shooters were still there. The growing intensity of the rain made his task impossible as it drowned out all other sounds. Hoping for the best and intent on retrieving Carl's body, he moved forward slowly and carefully. He was mere twenty feet away when more shots rang out, riddling the car and forcing Glenn to the ground to try to dodge any bullets that might make their way through the besieged vehicle. It was from his spot on the ground that he could see one bullet penetrate the gas tank. With barely a moment to spare, he was able to move back as more bullets hit the car, the sparks of metal on metal igniting the fuel tank which sent the car upwards in a fiery ball.

Glenn dove into the trees, covering Maggie with his own body as bits of glass and metal started to rain down on them.

"Are you okay?" Maggie asked, seeing blood mixing with rain as they sat up and stared at the wreckage.

"We've gotta get out of here." the ringing in his ears making it almost impossible to hear her question. His legs felt like rubber as he stood up, helping Maggie to her feet.

"I've got Daryl's map." Beth said as she stepped forward, finally able to speak again. "Come on." she started herding the pair along, deeper into the woods and away from the path, trying her best to sooth the wailing baby before they found themselves surrounded by walkers and whoever had just ambushed them. With one last look behind her, she moved on. Her heart broke for the friend that she'd lost and the one she knew the entire group was about to lose for a second time.