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Filed Pursuant to Rule 424(B)(3)
Registration No. 333-161037

PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated August 27, 2009)

RITE AID CORPORATION

        This prospectus supplement updates the prospectus dated August 27, 2009, relating to the offer to exchange $410.0 million aggregate principal amount of our 9.750% Senior Secured Notes Due 2016 for $410.0 million aggregate principal amount of our 9.750% Senior Secured Notes Due 2016 which have been registered under the Securities Act of 1933, as amended, and fully and unconditionally guaranteed by the subsidiary guarantors listed on the first page of the prospectus. The prospectus was filed as part of our Registration Statement on Form S-4 (File No. 333-161037).

        The exchange offer will expire at 5:00 p.m., New York City time, on October 1, 2009, unless we extend the exchange offer in our sole and absolute discretion. Questions and requests for assistance and requests for additional copies of the prospectus or of the letter of transmittal should be directed to The Bank of New York Mellon Trust Company, N.A., as exchange agent.

        A summary of our financial position and results of operations as of and for the thirteen and twenty-six week periods ended August 29, 2009 is set forth below commencing after this cover page.

See "Risk Factors" beginning on page 17 of the prospectus for a discussion of risks you should consider prior to tendering your outstanding old notes for exchange.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

        The date of this prospectus supplement is September 24, 2009.

        On September 24, 2009 we reported our financial position and results of operations as of and for the thirteen and twenty-six week periods ended August 29, 2009.

Second Quarter Highlights

•

Both pharmacy same store sales and the number of prescriptions filled continued to increase, by 0.8 percent and 1.4 percent respectively. A 274 basis point increase in generic dispensing year over year negatively impacted sales.

•

Significant reduction in selling, general and administrative expenses as a percent of sales continued with SG&A 135 basis points lower than last year's second quarter.

•

Significant progress made in reducing inventory continued with FIFO inventory $351.1 million lower year over year.

•

Liquidity remained strong with $822.3 million of availability on our credit and accounts receivable facilities at quarter end.

Second Quarter Summary

        Revenues for the 13-week second quarter were $6.3 billion versus revenues of $6.5 billion in the prior-year second quarter. Revenues declined 2.7 percent, primarily as a result of store closings and a decline in front-end same store sales.

        Same store sales for the quarter decreased 1.1 percent over the prior-year 13-week period, consisting of a 4.9 percent decrease in the front end and a 0.8 percent increase in pharmacy. Pharmacy sales included an approximate 274 basis point negative impact from new generic introductions. The number of prescriptions filled increased 1.4 percent. Prescription sales accounted for 68.1 percent of total drugstore sales, and third party prescription revenue was 96.3 percent of pharmacy sales.

        Excluding the acquired Brooks Eckerd stores, same store sales for the 13-week second quarter decreased 0.6 percent over the prior-year period with front-end decreasing 4.9 percent and pharmacy growing 2.0 percent.

        At the former Brooks Eckerd stores, same store sales for the 13-week second quarter decreased 2.3 percent over the prior-year period with front end decreasing 4.7 percent and pharmacy decreasing 1.4 percent.

        Net loss for the quarter was $116.0 million or $.14 per diluted share compared to last year's second quarter net loss of $222.0 million and $.27 per diluted share.

        In the second quarter we opened 3 stores, relocated 10 stores, remodeled 1 store and closed 16 stores. Stores in operation at the end of the second quarter totaled 4,812.

S-1

RITE AID CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

			August 29, 2009			February 28, 2009
ASSETS
Current assets:
	Cash and cash equivalents		$	121,007		$	152,035
	Accounts receivable, net			621,336			526,742
	Inventories, net of LIFO reserve of $776,007 and $746,467			3,423,956			3,509,494
	Prepaid expenses and other current assets			98,342			176,661
		Total current assets		4,264,641			4,364,932
Property, plant and equipment, net				2,460,790			2,587,356
Other intangibles, net				917,429			1,017,011
Other assets				409,818			357,241
		Total assets	$	8,052,678		$	8,326,540
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Current maturities of long-term debt and lease financing obligations		$	50,345		$	40,683
	Accounts payable			1,233,771			1,256,982
	Accrued salaries, wages and other current liabilities			1,042,294			1,004,762
		Total current liabilities		2,326,410			2,302,427
Long-term debt, less current maturities				5,712,547			5,801,230
Lease financing obligations, less current maturities				151,749			169,796
Other noncurrent liabilities				1,262,501			1,252,739
		Total liabilities		9,453,207			9,526,192
Commitments and contingencies				—			—
Stockholders' deficit:
	Preferred stock—Series G			1			1
	Preferred stock—Series H			147,836			143,498
	Common stock			887,951			886,113
	Additional paid-in capital			4,270,496			4,265,211
	Accumulated deficit			(6,667,143	)		(6,452,696	)
	Accumulated other comprehensive loss			(39,670	)		(41,779	)
		Total stockholders' deficit		(1,400,529	)		(1,199,652	)
		Total liabilities and stockholders' deficit	$	8,052,678		$	8,326,540

S-2

RITE AID CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(unaudited)

		Thirteen weeks ended August 29, 2009			Thirteen weeks ended August 30, 2008
Revenues		$	6,321,870		$	6,500,244
Costs and expenses:
	Cost of goods sold		4,633,595			4,722,070
	Selling, general and administrative expenses		1,645,913			1,780,631
	Lease termination and impairment charges		28,752			51,825
	Interest expense		128,828			118,565
	Loss on debt modifications and retirements, net		993			36,197
	(Gain) loss on sale of assets, net		(4,188	)		7,607
			6,433,893			6,716,895
Loss before income taxes			(112,023	)		(216,651	)
Income tax expense			3,989			5,346
	Net loss	$	(116,012	)	$	(221,997	)
Basic and diluted loss per share:
Numerator for loss per share:
	Net loss	$	(116,012	)	$	(221,997	)
	Accretion of redeemable preferred stock		(26	)		(26	)
	Cumulative preferred stock dividends		(4,338	)		(5,368	)
	Loss attributable to common stockholders—basic and diluted	$	(120,376	)	$	(227,391	)
	Basic and diluted weighted average shares		880,683			837,913
	Basic and diluted loss per share	$	(0.14	)	$	(0.27	)

S-3

RITE AID CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(Dollars in thousands, except per share amounts)

(unaudited)

		Twenty-six weeks ended August 29, 2009			Twenty-six weeks ended August 30, 2008
Revenues		$	12,853,048		$	13,113,100
Costs and expenses:
	Cost of goods sold		9,390,707			9,526,680
	Selling, general and administrative expenses		3,356,585			3,573,605
	Lease termination and impairment charges		95,738			88,087
	Interest expense		238,306			236,805
	Loss on debt modifications and retirements, net		993			39,905
	(Gain) loss on sale of assets, net		(24,139	)		12,947
			13,058,190			13,478,029
Loss from continuing operations before income taxes			(205,142	)		(364,929	)
Income tax expense			9,316			10,339
	Net loss from continuing operations		(214,458	)		(375,268	)
Loss from discontinued operations			—			(3,369	)
	Net loss	$	(214,458	)	$	(378,637	)
Basic and diluted loss per share:
Numerator for loss per share:
	Net loss	$	(214,458	)	$	(378,637	)
	Accretion of redeemable preferred stock		(51	)		(51	)
	Cumulative preferred stock dividends		(4,338	)		(11,490	)
	Loss attributable to common stockholders—basic and diluted	$	(218,847	)	$	(390,178	)
	Basic and diluted weighted average shares		880,179			830,499
	Basic and diluted loss per share	$	(0.25	)	$	(0.47	)

S-4

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL OPERATING AND CASH FLOW INFORMATION

(Dollars in thousands, except per share amounts)

(unaudited)

	Thirteen weeks ended August 29, 2009			Thirteen weeks ended August 30, 2008
SUPPLEMENTAL OPERATING INFORMATION
Revenues	$	6,321,870		$	6,500,244
Cost of goods sold		4,633,595			4,722,070
Gross profit		1,688,275			1,778,174
LIFO charge		14,770			15,094
FIFO gross profit		1,703,045			1,793,268
Gross profit as a percentage of revenues		26.71	%		27.36	%
LIFO charge as a percentage of revenues		0.23	%		0.23	%
FIFO gross profit as a percentage of revenues		26.94	%		27.59	%
Selling, general and administrative expenses		1,645,913			1,780,631
Selling, general and administrative expenses as a percentage of revenues		26.04	%		27.39	%
Cash interest expense		118,761			112,915
Non-cash interest expense		10,067			5,650
Total interest expense		128,828			118,565
Securitization costs (included in SG&A)		14,055			4,646
Total interest expense and securitization costs		142,883			123,211
Net loss		(116,012	)		(221,997	)
Net loss as a percentage of revenues		(1.84	)%		(3.42	)%
Total debt		5,914,641			6,216,637
Accounts receivable securitization facility		395,520			500,000
Total debt including accounts receivable facility		6,310,161			6,716,637
SUPPLEMENTAL CASH FLOW INFORMATION
Payments for property, plant and equipment		38,895			153,079
Intangible assets acquired		1,482			25,342
Total cash capital expenditures		40,377			178,421
Equipment received for noncash consideration		7,019			20,231
Equipment financed under capital leases		33			3,105
Gross capital expenditures	$	47,429		$	201,757

S-5

RITE AID CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL OPERATING AND CASH FLOW INFORMATION

(Dollars in thousands, except per share amounts)

(unaudited)

	Twenty-six weeks ended August 29, 2009			Twenty-six weeks ended August 30, 2008
SUPPLEMENTAL OPERATING INFORMATION
Revenues	$	12,853,048		$	13,113,100
Cost of goods sold		9,390,707			9,526,680
Gross profit		3,462,341			3,586,420
LIFO charge		29,540			30,188
FIFO gross profit		3,491,881			3,616,608
Gross profit as a percentage of revenues		26.94	%		27.35	%
LIFO charge as a percentage of revenues		0.23	%		0.23	%
FIFO gross profit as a percentage of revenues		27.17	%		27.58	%
Selling, general and administrative expenses		3,356,585			3,573,605
Selling, general and administrative expenses as a percentage of revenues		26.12	%		27.25	%
Cash interest expense		220,584			225,813
Non-cash interest expense		17,722			10,992
Total interest expense		238,306			236,805
Securitization costs (included in SG&A)		28,500			9,309
Total interest expense and securitization costs		266,806			246,114
Net loss		(214,458	)		(378,637	)
Net loss as a percentage of revenues		(1.67	)%		(2.89	)%
Total debt		5,914,641			6,216,637
Accounts receivable securitization facility		395,520			500,000
Total debt including accounts receivable facility		6,310,161			6,716,637
SUPPLEMENTAL CASH FLOW INFORMATION
Payments for property, plant and equipment		81,199			302,955
Intangible assets acquired		3,447			61,464
Total cash capital expenditures		84,646			364,419
Equipment received for noncash consideration		7,838			22,232
Equipment financed under capital leases		185			4,336
Gross capital expenditures	$	92,669		$	390,987

S-6

RITE AID CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

				Thirteen weeks ended August 29, 2009			Thirteen weeks ended August 30, 2008
OPERATING ACTIVITIES:
Net loss				$	(116,012	)	$	(221,997	)
Adjustments to reconcile to net cash (used in) provided by operating activities:
	Depreciation and amortization				133,522			150,901
	Lease termination and impairment charges				28,752			51,825
	LIFO charges				14,770			15,094
	(Gain) loss on sale of assets, net				(4,188	)		7,607
	Stock-based compensation expense				6,092			7,524
	Loss on debt modifications and retirements, net				993			36,197
	Proceeds from insured loss				63			—
	Changes in operating assets and liabilities:
		Net repayments to accounts receivable securitization			(125,000	)		(5,000	)
		Accounts receivable			111,168			56,587
		Inventories			(82,936	)		(44,091	)
		Accounts payable			(16,163	)		133,900
		Other assets and liabilities, net			(97,917	)		(92,428	)
			Net cash (used in) provided by operating activities		(146,856	)		96,119
INVESTING ACTIVITIES:
	Payments for property, plant and equipment				(38,895	)		(153,079	)
	Intangible assets acquired				(1,482	)		(25,342	)
	Proceeds from sale-leaseback transactions				6,532			73,933
	Proceeds from dispositions of assets and investments				6,878			13,953
			Net cash used in investing activities		(26,967	)		(90,535	)
FINANCING ACTIVITIES:
	Proceeds from issuance of long-term debt				906,604			740,764
	Net payments to revolver				(535,000	)		(22,000	)
	Principal payments on long-term debt				(152,398	)		(700,225	)
	Proceeds from financing secured by owned property				—			20,134
	Change in zero balance cash accounts				(15,690	)		14,518
	Payments for preferred stock dividends				—			(831	)
	Financing costs paid				(45,145	)		(39,873	)
			Net cash provided by financing activities		158,371			12,487
(Decrease) increase in cash and cash equivalents					(15,452	)		18,071
Cash and cash equivalents, beginning of period					136,459			152,189
Cash and cash equivalents, end of period				$	121,007		$	170,260

S-7

RITE AID CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(unaudited)

				Twenty-six weeks ended August 29, 2009			Twenty-six weeks ended August 30, 2008
OPERATING ACTIVITIES:
Net loss				$	(214,458	)	$	(378,637	)
Adjustments to reconcile to net cash provided by (used in) operating activities:
	Depreciation and amortization				271,760			295,942
	Lease termination and impairment charges				95,738			88,087
	LIFO charges				29,540			30,188
	(Gain) loss on sale of assets, net				(24,139	)		12,995
	Stock-based compensation expense				12,509			16,203
	Loss on debt modifications and retirements, net				993			39,905
	Proceeds from insured loss				1,380			—
	Changes in operating assets and liabilities:
		Net (repayments to) proceeds from accounts receivable securitization			(155,000	)		65,000
		Accounts receivable			56,886			7,745
		Inventories			55,039			(95,194	)
		Accounts payable			37,003			16,971
		Other assets and liabilities, net			43,491			(108,414	)
			Net cash provided by (used in) operating activities		210,742			(9,209	)
INVESTING ACTIVITIES:
	Payments for property, plant and equipment				(81,199	)		(302,955	)
	Intangible assets acquired				(3,447	)		(61,464	)
	Expenditures for business acquisition				—			(112	)
	Proceeds from sale-leaseback transactions				6,532			161,553
	Proceeds from dispositions of assets and investments				35,698			18,629
			Net cash used in investing activities		(42,416	)		(184,349	)
FINANCING ACTIVITIES:
	Proceeds from issuance of long-term debt				906,604			898,764
	Net (payments to) proceeds from revolver				(838,000	)		164,000
	Principal payments on long-term debt				(159,890	)		(855,190	)
	Proceeds from financing secured by owned property				—			31,266
	Change in zero balance cash accounts				(62,923	)		20,060
	Net proceeds from the issuance of common stock				—			1,117
	Payments for preferred stock dividends				—			(2,488	)
	Financing costs paid				(45,145	)		(49,473	)
			Net cash (used in) provided by financing activities		(199,354	)		208,056
(Decrease) increase in cash and cash equivalents					(31,028	)		14,498
Cash and cash equivalents, beginning of period					152,035			155,762
Cash and cash equivalents, end of period				$	121,007		$	170,260

S-8

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RITE AID CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (unaudited)
RITE AID CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) (unaudited)
RITE AID CORPORATION AND SUBSIDIARIES SUPPLEMENTAL OPERATING AND CASH FLOW INFORMATION (Dollars in thousands, except per share amounts) (unaudited)
RITE AID CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited)
RITE AID CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited)