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In Cao Cao’s base camp, Cao Ren arrives & reads a letter from Liu Bei asking to declare a truce with Tao Qian. Xun Yu then arrives & reports that as he had feared, Lü Bu has attacked Cao Cao’s city of Yan Zhou. Cao Cao orders the army to withdraw to Yan Zhou and drafts a letter to Liu Bei that he withdraw his troops from Xu Zhou. Tao Qian celebrates Cao Cao’s withdrawal & again asks Lei Bei to take over as governor of Xu Zhou. Lei Bei again refuses, but does accept a post at nearby Xiao Pei. Soon after, Lei Bei is summoned Tao Qian’s bedchamber and Tao is very ill. He’s received a report that Cao Cao’s army defeated Lü Bu in half a day and could return to attack Xu Zhou again soon. Tao Qian again offers Lei Bei the governorship of Xu Zhou and he finally accepts. Tao Qian dies. As the officers are mourning Tao Qian’s death, a soldier arrives telling Liu Bei that Lü Bu and his army have arrived & are seeking sanctuary. Guan Yu & Zhang Fei are against the idea, but Liu Bei accepts Lü Bu into the city. Back in Cao Cao’s camp, he wants to attack Xu Zhou city, but Xun Yu advises against it as Xu Zhou has a strong defence and Lü Bu & Liu Bei together would be tough to defeat. Xun Yu advised that Liu Bei & Lü Bu will not be able to co-exist for long and to wait for the proper moment to strike. Lü Bu and his army leave for Xia Pei so they are away from Xu Zhou, but close in case of attack from Cao Cao. Cao Cao receives a secret edict from the emperor.
