Season 3 (TV Series)

On October 25, 2011, The Walking Dead was renewed for a third season by AMC after the Season 2 premiere broke cable ratings records in the 18–49 demographic.

Season 3 picks up in the spring with Rick and his group finding the prison. It also introduced The Governor and his town, Woodbury. This featured the introduction of The Governor and Michonne, plus the return of Daryl's brother, Merle. Following the release strategy of Season 2, Season 3 was yet again split in half with the mid-season finale, which aired on December 2, 2012 and the second half debuting on February 10, 2013.

Season-three finale shattered the zombie drama's own ratings record yet again, scoring 12.4 million total viewers in its initial 9 p.m. broadcast and 8.1 million in the advertiser-coveted adults 18-49 demographic. The numbers represent series bests in total viewers and the demo.

"Seed"
Since the second season, Rick has seemingly been forgiven by the group after the events that transpired, and once again, earns their trust. Rick and the group stumble upon an abandoned house, killing all of the walkers inside and deciding to stay there for a while to eat and rest. This is short lived when another group of Walkers begins to approach the house, causing the group to flee. While Rick goes hunting with Daryl, they both stumble upon the prison. Rick realizes it's the perfect place (because there would be plenty of food, guns, and medicine). Rick shuts the main gate of the prison, while the rest of the group distract and kill the walkers. Lori pleads with Rick to let them stay at the prison for a few days, Rick agrees but then soon rebuffs Lori, revealing that Lori has forgiven her husband whereas Rick is bitter towards her. At the night, Hershel asks Beth to sing "The Parting Glass", and along with Maggie, she does so. The next day, Rick and the rest of the group clear out the remaining walkers blocking the entrance to the prison and find a secure cell block inside. Once again, Rick rebuffs Lori when she tries to thank him. The group find riot gear, flash grenades, and other useful equipment. Rick, Maggie, Glenn, Hershel, T-Dog, and Daryl look for the cafeteria and infirmary, only to be ambushed by a group of walkers. Glenn and Maggie are split from the group, but Hershel insists on going back for his daughter. Hershel finds Maggie, but is bitten in the lower right calf by a stray walker in the hallway. The group take Hershel inside the cafeteria area and Rick (acting quickly), amputates the lower portion of Hershel's right leg to keep the infection from spreading. Five men then appear, and Daryl aims his crossbow at them. One of the men, Axel, then ends the episode, saying: "Holy shit!". Meanwhile Michonne, a new survivor, is seen in a pharmacy and kills three walkers inside, leaving with medicine of which is for a sick Andrea back at a game storage building. Andrea insists on Michonne leaving her behind, but she refuses. They are later seen leaving the storage unit into the woods ahead.

"Sick"
The episode picks up where the last one ended, with Rick, Daryl, and T-Dog putting Hershel onto a gurney and taking him back to Cell Block C, ignoring Axel, Tomas, Big Tiny, Oscar and Andrew. However, the prisoners follow them to the cell block and a stand off occurs between the prisoners, T-Dog, and Daryl with Rick intervening. Rick tells them about how the world has been completely overrun by walkers (as the prisoners had no knowledge of the outside world). Outside, a stand off occurs between Tomas and Rick because Tomas wants to claim the prison for his own. Rick cuts a deal with him to help them secure a separate cell block in exchange for half of their food. While Rick and the others does so, Carol, Lori, Maggie, Beth, Carl, and Glenn stays in the cell block and tries to save Hershel. Hershel even stops breathing at one point, but Lori saves him. Clearing a cell block for the prisoners Big Tiny is scratched and killed by Tomas while the group is discussing what to do. Tomas gives Rick an icy stare. Once they reach the room before the cell block, Tomas ignores Rick's warning and opens up both doors, causing a herd of walkers to rush in. During the fight, Tomas tries twice to kill Rick by swinging his weapon too close to Rick and pushing a walker on top of him. After the walkers are cleared, Rick retaliates by chopping Tomas in the head with the machete. Andrew runs away, but Rick catches him and locks him on the outside where Walkers are roaming. Rick decides to let Axel and Oscar (the last of the prison survivors) live, and goes back to Cell Block C. Rick holds Hershel's hand as he awakens and thanks Lori for saving Hershel's life. He meets up with Lori outside, and for the first time in months, he touches Lori. He then claims that the groups is grateful for saving Hershel, and walks away without making eye contact.

"Walk With Me"
This episode answers one of the series' big questions...What was that helicopter that seemed to be patrolling the Georgia countryside. Andrea and Michonne witness the helicopter crash in the near distance and upon investigating we see it also attracted another group of armed survivors. The Governor finds an unconscious pilot and he saves him after checking the survivors pulse. It quickly becomes apparent that Michonne doesn't want anything to do with these strangers as she readily sacrifices her docile walkers she’s been traveling with when they start to make noise. It’s all for naught, however, as Merle – complete with his nifty new appendage – happens to stumble onto his old acquaintance and her traveling companion. Later, Andrea finds herself being tended to by a nurse, and after some catching up with Merle the man who is clearly in charge shows up and Michonne demands her weapons back. They are told to stay and get a good nights rest and their weapons will be waiting for them on the way out of town. After a brief discussion, the man reveals that anyone who dies will turn, a shocking surprise to the girls. Andrea and Michonne are then introduced to "Woodbury," a small town with 73 residents, but seems like a ghost town at night because of a strict curfew. We also find out the man in charge is called The Governor and aside from Merle, we meet another of The Governor's men, Milton. Milton is shown studying Michonne's pet walkers, taking note of why they're docile and we learn The Governor has a short leash on Merle. Later on we see a survivor of the helicopter accident, Welles, who informs The Governor about how he left ten men behind so he can scout ahead. The Governor promises that if they are still alive, he will bring them back. As The Governor is driving up to the location of the surviving soldiers he waves a white flag and informs them of the helicopter accident, he appears to honestly want to help and asks the troops to come with him back to town. As the troops start to let their guard down they get ambushed by The Governor and his men, leaving not one survivor. The Governor and his men return to Woodbury with their vehicles, weapons and supplies and he gives a speech to the town about how they were too late to save the soldiers, that they were attacked by the "Biters," as they call them. He insists that they should honor the soldiers and give thanks for the supplies they bestowed upon the town, that they should be grateful for what they have here and to look out for each other. Andrea seems to buy the hokum, as does the rest of the townsfolk, but Michonne looks on in distrust. That night, we got a glimpse into The Governor's apartment. As he takes a look at a seemingly old photo of his wife and daughter he makes his way into a secret room. As he sits in his recliner we see an enlightened look on his face as he stares at some fish tanks filled with 27 heads. Among those are the newly added ones of Michonne's pet walkers and the pilot.

"Killer Within"
While planning to burn all the corpses from walkers the group killed inside the prison, Rick and the others receive an unexpected visit from Axel and Oscar. The two prisoners tells them that Cell Block B is a haunted place and they rather leave the prison than live in that place. After consulting Daryl, Rick decides to let the prisoners leave, as it was part of their agreement, even though T-Dog is against this decision, saying that kicking them out of the prison is a death sentence. While Rick, Daryl and Glenn went out to get wood to burn the corpses, walkers start to invade the prison courtyard, forcing the group to split up. Rick and the others recruit Axel and Oscar to help them kill the walkers and they found out that someone broke the latch on the gate, that protected the group from walkers getting in. He thinks that either Axel or Oscar committed the crime, which allowed walkers to enter. Soon after, a loud prison alarm is attracting walkers and Rick, Daryl, Glenn, and the two inmates make their way to the generator room to shut off the walker-attracting sound. T-Dog and Carol runs off after T-Dog is bitten on the shoulder. He saves Carol by holding back a group of walkers, causing himself to be devoured. Meanwhile Rick is attacked by Andrew, the inmate that Rick left out in the prison yard to be devoured by walkers, but somehow managed to survive. Andrew is then shot in the head by Oscar. On the way back to the courtyard, they find T-Dog's corpse being devoured by two walkers, which Rick can barely look at. In another generator room, Lori is about to give birth. Maggie is forced to do a Cesarean section, knowing it will kill Lori. Carl says goodbye to his mother, and after she dies, he puts a bullet into her brain. After regrouping and realizing that there are still people missing, Rick demands to search for Lori, but hears an infant crying, which is Lori's newborn. As Rick notices that Lori did not return with Maggie and Carl, he predicts the worse and sobs over the loss of his wife.

In Woodbury, Andrea and Michonne don't agree whether or not to stay. Merle wants to find the Greene Family Farm, but the request is denied by The Governor.

"Say the Word"
Rick is seen to be furious and mentally deranged as he picks up his axe lying in the prison's courtyard, heading to find Lori's body, slaughtering various Walkers along the way. Hershel sends Daryl and Maggie off to get formula for the baby., and Daryl puts Beth in charge of Carl. Axel and Oscar help Glenn dig three graves for the fallen ones. Hershel appears and Glenn goes to find Rick, attempting to convince him to rejoin them outside. Rick slams Glenn against the wall before walking off without a word. When he finally reaches the boiler room, he discovers Lori's body is gone, but follows a blood streak to find a bloated Walker in a stupor from overeating. Rick shoots the Walker in the head before stabbing its stomach multiple times. Meanwhile, Daryl and Maggie have returned. The group, now with Axel and Oscar, is gathered in Cell Block C. While sitting in a daze on the floor of the boiler room, Rick distantly hears a baby wail and a phone ring. Rick walks up and answers the phone, saying "Hello?"

In Woodbury there is a party. Michonne leaves after finding some caged walkers. She kills them all, and threatens The Governor. After she has left, Milton, Martinez, Merle, and Tim go off to find some new walkers for the big event that evening; a fight between Merle and Martinez with chained walkers around them. Andrea comments on it, saying that it's "sick".

"Hounded"
Rick talks to the person on the phone. The person on the other line, a woman, says she will think about allowing Rick and his group to merge with hers. She then hangs up, prompting Rick to check on Carl and the rest. Merle, Tim, Crowley, and Gargulio search the woods for Michonne. Michonne ambushes them, decapitating Crowley and impaling Tim. Walkers then approach them, and she makes her escape. Gargulio and Merle give chase after preventing their allies' reanimation.

Andrea and The Governor get to talking and Andrea tells him that she belongs on the wall as a lookout. He allows it, and Andrea is seen talking to Haley. They notice a walker and Haley attempts to shoot it with a bow, missing twice. Andrea hops the wall, killing it with a knife. Haley becomes irritated with Andrea, stating that people don't go over the wall. Andrea realizes that she enjoyed the arena fights from the previous night. Rick gets a call from a man from the woman's group. He begins to question Rick, including the means of Lori's death. Rick refuses to talk about it, and the man hangs up, causing Rick to break down. Rick then informs Hershel of the other group, but when Hershel picks the phone up, he hears only static. Hershel asks Rick if he wants to talk, but Rick declines the offer.

Merle and Gargulio are ambushed once again by Michonne. She nearly kills Gargulio, whose skin is slashed, but is saved by Merle. Merle and Michonne then get into a scuffle, but are once again ambushed by walkers. Gargulio saves Merle by stabbing a walker that had cornered him, while Michonne scrambles away from a walker. In the process, she cuts its stomach open, spilling its guts onto her. In the confusion, she escapes again, but this time with a bullet wound in the thigh from Merle. When Michonne is again accosted by walkers, they walk right past her as if she is not even there, which leads her to deduce that walker guts had created a sort of camouflage against the other walkers, similar to when Rick and Glenn smeared guts all over themselves in Season 1. After losing sight of Michonne, Merle suggests that they go back to Woodbury and inform The Governor that they killed her, but Gargulio fears lying to The Governor and advises that they continue the search. Merle then shoots him in the head, going back himself. Glenn and Maggie have made their way to town. Michonne sees them from behind a car and watches as they gather supplies, including a toy for the baby. Merle then sneaks up, and Glenn and Maggie raise their guns toward him. Merle recognizes Glenn and they have a conversation about each other's survival. Merle asks about Daryl and Glenn reveals that he's alive, which causes Merle to want to return to their camp along with Maggie and Glenn, but Glenn refuses, causing a scuffle. In the ensuing confusion, Merle grabs Maggie, holds his gun to her head, and orders Glenn to drive the three of them to Woodbury. Daryl, Carl, and Oscar are searching the lower levels of the prison. Daryl talks about his mother and how she had died in a house fire. Carl admits that he shot Lori in the head so she wouldn't turn. The two share condolences with each other. Eventually, the three come upon a walker. Daryl kills it, and notices Carol's knife in the side of its throat. Angered, he begins to stab the knife into the floor and wall. He slides down the wall and sits down. He notices a door budge and opens it, revealing a weakened, but alive, Carol inside. He carries her back to the others.

Andrea and Philip talk about Andrea's behavior on the wall. Philip tells her that she's no longer suitable for the wall. She admits that she enjoyed the fights and was angered that she enjoyed them. Philip then alludes to her that she likes him as well. Later on, they enjoy a drink outside and the two end up sleeping together. Soon after this, Merle returns with Glenn and Maggie and informs Philip that Michonne is dead, although he has not brought back any proof that he actually killed her.

Rick talks again on the phone and the woman on the other end tells him that she is Lori and that he was "talking" to the people who had died in the group previously -- Amy, Jim, and Jacqui -- and Rick breaks down again, showing how sorry he was for not telling her how he felt about her and allowing her to die. The connection breaks up and Rick hangs up, as he can no longer understand her. He walks out of the prison with the baby and the group, before handing it to Carl. Curious, he spots a figure carrying a basket and a bag along with a group of walkers. He approaches the fence and realizes that the figure is actually a survivor: Michonne, carrying her bag and the supplies that Glenn and Maggie had been forced to leave behind.

"When the Dead Come Knocking"
At the beginning we see Michonne in a group of walkers outside the prison. She is holding formula in a basket. Shortly after the walkers smell Michonne's blood from the gun shot. She begins fighting them but is weak. Rick rescues Michonne and brings her into the prison when she collapses while fighting walkers. She is then tortured by Rick and threatened by Daryl. After Michonne tells the group how Glenn and Maggie (she describes them), were taken by the man who shot her and offers to get them inside Woodbury (she fails to mention Merle and Andrea by name). Rick names his newborn daughter "Judith" on Carl's suggestion. Meanwhile, at Woodbury, Merle interrogates Glenn for the location of his group. Despite being beaten and having a walker set loose on him, Glenn refuses to talk. He warns that his group will come for them. Merle seems to be concerned because both Glenn and Andrea say that they went back for him. He is not very concerned because while Glenn is naming the people in the group he mentions Andrea. The Governor threatens Maggie with rape, but she also refuses to talk. However, when he threatens to kill Glenn in front of Maggie, she finally breaks and tells them about the prison and their group. The paranoid Governor tells Merle and Martinez to lead a group to scout the prison, inside the dangerous Red Zone. Also, Andrea assists Milton with an experiment to test if walkers can retain any of their past memories. When their test subject turns and attacks, Andrea kills him. After evading a large group of walkers, Rick, Daryl, Oscar, and Michonne finally reach the walls of Woodbury.

"Made to Suffer"
A burly survivor, Tyreese, his younger sister Sasha, and their fellow survivors Ben, Allen, and Donna, fight their way through a walker herd in the forest. Donna gets bitten, but remains with the group as they take refuge in a crumbling building that is revealed to be the back side of the prison.

Andrea tells The Governor she wants to help Milton cremate Mr. Coleman. He hugs her and says "Woodbury's starting to grow on you." In his secret room, The Governor opens Penny's cell. She runs out but is stopped short by a chain around her neck. He sings a lullaby and caresses her. "Look at me, baby," he says. Getting no response, he yells in frustration and thrusts her back in the cell. In the interrogation room, Glenn and Maggie huddle several feet away from the walker that Glenn killed. Maggie confirms that The Governor didn't rape her. Glenn yanks off the walker's arm, snaps the forearm in half and hands Maggie a shard of bone to use as a weapon. At Woodbury's perimeter, Rick and the rescue team deliberate their next move. Michonne disappears but soon returns, having found a point of entry. The Governor tells Merle about his plan to wipe out Rick's group and let walkers repopulate the prison. He suggests Merle enlist Daryl as their inside man. "Nothing happens to Daryl," Merle clarifies. "Of course not," The Governor says, ordering Merle to bring Glenn and Maggie to the "screamer pits" before Andrea finds out about them. Back at the prison, Axel flirts with Beth, and Carol warns Axel to stay away from her. "Maggie's with Glenn, and you're a lesbian," he replies, noting the lack of available women. Carol clarifies that she's not a lesbian, then leaves when Axel gets flirtatious.

Meanwhile, Merle goes to collect Glenn and Maggie but the two stage an ambush. Maggie stabs one of Merle's men, Warren, in the throat but before they can overpower Merle, a group of Woodbury soldiers enter and take them hostage. Rick and the rescue team follow the sound of gunfire into the warehouse where Glenn and Maggie are being held. Rick releases a smoke grenade, enabling the group to escape with Glenn and Maggie. As gunfire erupts in the street, The Governor tells residents to hunker down at home. He tells his men "we are under attack. Try to take them alive, but shoot to kill." The rescue team regroups in Woodbury's distribution center, where Glenn tells Daryl that Merle is alive and working for The Governor. "He was gonna execute us," Glenn says. Daryl wants to find Merle to try and convince him to let them go, but Rick insists that he stay by his side. The Governor confers with his men and tells Andrea to check in on the residents. She wants to fight, but he ignores her request. Meanwhile, Michonne sneaks into The Governor's apartment and waits for him to return. The rescue team makes a run for the wall. Andrea, disobeying The Governor, shoots at them, not knowing who they are. She tells The Governor she spotted a man in a prison jumpsuit. "Escaped convicts," he tells her. As they escape, Rick hallucinates Shane emerging from a cloud of smoke. Momentarily stunned, he watches as "Shane" shoots Oscar dead. Rick guns him down only to realize that it wasn't Shane, but in fact a Woodbury resident. Maggie shoots Oscar in the head to prevent his reanimation. The group climbs over the wall and hides in the bushes to plan their next course of action, although Daryl and Michonne are still missing from the group. At the prison, Carl, and Hershel hear screams coming from the tombs. Carl investigates and finds Tyreese's group fighting walkers in the boiler room. He urges them to follow him. Back at The Governor's apartment, Michonne discovers his secret room and unchains Penny before realizing she's a walker. As she positions her katana to kill Penny, The Governor comes in. "Don't hurt my little girl!" he pleads. Michonne stabs Penny through the head. The Governor then attacks Michonne in a rage. As the two grapple, Michonne smashes his walker head aquariums and pulls them off the shelf. The Governor is choking Michonne as she manages to grab a shard of broken glass and stab him in the eye. The Governor reels as Michonne prepares to finish him off with her katana. But then, Andrea walks in and draws her gun on Michonne. The two face off, but ultimately, Michonne flees. The Governor cradles Penny's body, devastated.

Meanwhile, Carl leads Tyreese's group into the prison common room and insists that Donna be killed since she was bit in the arm by a walker before entering the prison with the others. "We take care of our own," Tyreese says. Sasha objects when Carl locks them in the room, but Tyreese points out this is the best living situation they've had in weeks. Back in Woodbury, Dr. Stevens places gauze over The Governor's ruined eye. Andrea demands an explanation for his fight with Michonne, the walker heads in the tanks, and Penny. He tells her he forced himself to look at the heads to prepare him for the outside world, but evades her other questions. Merle and Milton check in on The Governor, asking what happened. "I was attacked," The Governor says, glaring at Merle. (Merle had previously lied to The Governor about killing Michonne). Just outside Woodbury, Michonne rejoins the rescue team as they wait for Daryl. Rick demands to know why she disappeared and threatens to kill her. She reminds him that he still needs her help rescuing Daryl and getting back to the prison.

In the arena, The Governor addresses the town's citizens, declaring that Woodbury was attacked by Rick's group (whom he calls, "terrorists") and accuses Merle of betraying the people of Woodbury. His men drag Daryl into the arena as proof of Merle's complicity. "Kill them!" the crowd chants. Andrea stares at Daryl, stunned. "You wanted your brother," The Governor tells Merle, "you got him." The crowd cheers as the episode fades to black.

"The Suicide King"
In the arena, The Governor declares that Merle and Daryl will fight to the death. Andrea begs The Governor to stop, but he insists it's out of his hands and up to the crowd. Merle kicks Daryl down, some of the Woodbury guards bring in walkers, and Merle tells Daryl to follow his lead, Merle states he will get him and Daryl out.

Rick and Maggie fire into the crowd, Rick throws a gas-grenade, flooding the whole arena with smoke. The group rescue Merle and Daryl, killing Haley in the process. Merle kicks down a fence and guides the group away from Woodbury. A walker finds its way to the breach in the fence and enters the town, with more walkers later following.

Later, Rick and the group rendezvous with Glenn and Michonne at the car where they last parked it. Glenn raises his gun at the sight of Merle and Michonne brings out her katana. Merle laughs off the threat and informs Michonne that Andrea is sleeping with The Governor. The group is shocked to learn Andrea is alive and well in Woodbury.

Back at the prison, Hershel dresses Allen's wound as Tyreese makes plans to bury Donna outside. Hershel warns Tyreese that others in his group may be less accepting of newcomers. "I wouldn't get too comfortable here," he says. Carl then locks the door.

Meanwhile, Rick, Glenn and Maggie refuse to let Merle accompany them back to the prison. "Don't ask me to leave him. I already did that once," Daryl says. Realizing they're at an impasse, Daryl parts ways with the group and disappears into the forest with Merle.

Rick tells Michonne they'll tend to her injuries at the prison, but after that, she's gone.

Tyreese and his group carry Donna's body outside for a burial. Ben and Allen suggest ambushing Carl and Carol, who are standing guard nearby, but Tyreese and Sasha shoot down the idea. "These are good people," Tyreese says. Beth and Axel bring out shovels, and Tyreese and Sasha quickly grab the shovels, so Allen and Ben do not get them.

On their way back to the prison, Rick and the others push a truck from the middle of the road. Glenn opens a car door to get  the breaks, and a  walker jumps out at him and he proceeds to smash in the skull of the walker with his boot, Glenn then turns his rage on Rick for not killing The Governor: "Do you know what he did to her?" he shouts, referring to Maggie. After yelling "Leave it alone!" at Glenn, Maggie calms the situation down by saying they can deal with this back at the prison.

Back in Woodbury, Andrea tells Milton that nine men were injured in the attack, she informs Milton that Dr. Stevens is tending to their injuries, Andrea then asks about The Governor. Milton reports that The Governor's condition is unstable and won't open his apartment door.

Nearby, Martinez and other Woodbury guards threaten residents who are trying to leave town. As Andrea tries to calm everyone down, a walker mauls Richard down the street. "Help him! Somebody, please!" a woman pleads. The Governor emerges from his apartment, walks over to the infected Richard, and shoots him dead. The Governor then walks back inside as nothing had happened.

Carol and Carl are discussing how quiet it is, and how they would love to hear some noises like a jumbo jet. Carol and Carl then open and close the gates as Rick and the others have returned to the prison. Carol is crestfallen when she learns that Daryl left with Merle. Carl then asks about Oscar, and Rick just says "No".

In The Governor's apartment, Andrea urges him to reassure the residents. "I'm through holding their hands," The Governor says as he loads the guns. "We're at war." Andrea asks what Daryl was doing in Woodbury, and The Governor confesses he was holding Glenn and Maggie. "Why didn't you tell me they were here?" Andrea asks. "You're just a visitor here," The Governor replies.

At the prison, Rick walks through the common room but ignores Tyreese's group. "When he's ready, let me do the talking," Tyreese tells Allen, Sasha and Ben. In the cell block, Beth hands Judith to Rick. The baby's sobs seem to rattle him.

Meanwhile, Andrea and Milton try to pacify panicked residents that have gathered outside The Governor's home. Andrea rallies the crowd with promises of perseverance and rebuilding: "Years from now, when they write about this plague in the history books, they will write about Woodbury," she says. The crowd murmurs in agreement as The Governor watches from his window.

Back at the prison, Hershel dresses Glenn's wounds and observes tension between Glenn and Maggie. He urges both Glenn and Maggie to share their feelings. "Don't disappear on me," he later tells Maggie and then they hug.

That night, Hershel tells Rick that Michonne won't be well enough to travel for another couple of days,. The group agrees that The Governor will retaliate against them, and Carol predicts they'll be outnumbered and outgunned. "We could use some reinforcements," Hershel says, referring to Tyreese and his group.

Rick finally meets with Tyreese, who insists his group can help defend the prison and that they will do "anything to contribute". Rick refuses at first — "I can't be responsible," he claims — but is on the verge of reconsidering when he hallucinates a vision of Lori on the catwalk in a white wedding dress, her face covered in the shadows.

"What do you want from me?" Rick screams, waving his gun. "I can't help you! Get out!" Unsure who Rick is screaming at, Tyreese's group starts to back away and Glenn orders them outside, rushing them before Rick hurts someone. Everyone stares at Rick as he frantically paces the common room.

"Home"
From the Prison catwalk, Rick spots a woman in a wedding dress standing by the graves. When he approaches, she disappears and reappears outside the fence. He rushes through the gate and sees that it's Lori. She cradles his face.

Michonne watches from the distance in confusion as Rick stands outside the fence, alone, gesturing to the air.

In Woodbury, The Governor asks Andrea to take over. "I'm not fit to lead these people," he says. "But you are."

Meanwhile, Daryl and Merle bicker in the forest. Daryl pines for life back at The Prison, but Merle predicts that The Governor is going to slaughter everyone there.

Glenn makes an executive decision to fortify The Prison against The Governor, despite Hershel's suggestion that they flee. Glenn enlists Carl to help investigate where Tyreese and his group found their way inside.

The Governor visits Milton in his lab while Milton is relaxing. He asks if he can still count on Milton's allegiance. Milton reassures The Governor, who then asks him to keep tabs on Andrea.

Later, Andrea asks Milton for The Governor's whereabouts. Milton dodges her questions, but raises her suspicions.

Back at The Prison, Glenn and Carl inform the group that the boiler room is overrun with walkers again. Hershel again advises a retreat, but Glenn ignores him and says he and Maggie will go to the far side of The Prison to look for the breach.

Glenn finds Maggie alone in her cell. He insists they talk about her encounter with The Governor, and asks if she was raped. "No," she snaps, shoving him away. "Do you feel better?"

On the catwalk, Carol and Axel reinforce a fence. Axel tells Carol he was initially sent to prison for holding up a gas station with a toy gun. He bonds with Carol as she shows him how to use a real one.

Meanwhile, Merle and Daryl encounter a family of survivors under attack by walkers. Daryl immediately goes to their rescue, killing walkers with his crossbow. Merle half-heartedly assists.

When all the walkers are dead, Merle aims his gun at the father and begins rooting through their car, where the mother and a baby are both bawling. Daryl points his crossbow at Merle and instructs the family to drive away, then stalks off, leaving Merle alone.

Merle follows Daryl into the forest and chastises him for risking his life to help strangers. They grapple and Daryl's shirt rips, revealing childhood scars from their father's beatings. "I didn't know," Merle says apologetically. Daryl stalks away, telling Merle that he's going back where he belongs. Merle complains that he can't follow him to The Prison.

"I may be the one that's walkin' away," Daryl says, "but you're the one that's leavin'."

Outside of The Prison, Hershel tries to stop Glenn from going off on his own. "This rage of yours," Hershel says, "it's gonna get you killed." Glenn ignores him and drives off.

Hershel calls to a disoriented Rick from The Prison fence. "We need you now more than ever," Hershel says. Rick confesses that he's been seeing Lori. "I know it's not really her, but there's got to be a reason," he says, walking back into the forest.

In the courtyard, Carol and Axel chat. Suddenly, a bullet strikes Axel in the head, killing him instantly. The Governor, stationed at the treeline, lowers his rifle.

Rick's group runs for cover as The Governor and his men attack. Rick is hiding outside of The Prison under a bridge, Hershel is ducking underneath the brush near the gates, Carol is using Axel's body to shield her from bullets, and Beth and Carl are hiding behind a wall. Maggie then bursts out of her cell into the courtyard carrying guns. The sides are more evened out as gunfire erupts on both sides. One of the Woodbury soldiers, situated in a guard tower, is killed by Maggie.

Gunfire ceases and silence drops when suddenly a bread truck comes crashing through The Prison's gate and stops in the yard. The Governor smiles as the back door opens and walkers stream out of the car, with the fully-armored driver fleeing The Prison's yard. The Governor drives off as the survivors struggle with the dead. On the way out, The Governor's car passes Glenn's as he returns back to The Prison.

Outside of the fence, Rick is struggling for his life as he's surrounded by walkers, one of which is about to bite him. Suddenly, a crossbow bolt pierces its forehead, signifying Merle and Daryl's arrival. Together, they kill the remaining walkers outside the fence.

Glenn arrives and gets Hershel back to the main group, behind their second wall of fence.

Momentarily safe, Rick stares darkly into The Prison's yard, now swarming with walkers.

"I Ain't a Judas"
The survivors regroup in the cell block following The Governor's assault. Rick and Glenn want to stay and face The Governor; Hershel thinks they should flee. Merle, who's locked inside the common room, warns that The Governor has enough guns and manpower to kill them all.

Frustrated, Rick tries to leave the room. "Get back here!" Hershel booms. "You once said this isn't a democracy. Now you need to own up to that. And do something."

Afterwards, Rick surveys the walker-infested prison yard from the catwalk. Carl joins him and suggests Rick should stop being the leader. "Let Hershel and Daryl handle things," Carl says. "You deserve a rest."

In Woodbury, The Governor tells Milton to enlist residents aged thirteen and up to fight. Milton calculates that will give them 35 soldiers.

Andrea confronts The Governor about the prison attack, reminding him of his promise to leave Rick alone. The Governor claims Rick shot first. Andrea says she wants to visit the prison to broker a truce. "You go to that prison, stay there," The Governor warns.

Outside, Karen complains to Andrea that The Governor is making her 14-year-old asthmatic son fight. Andrea challenges Martinez, but he insists the only way to defend the town is to raise an army.

Back at the prison, Rick and the others prepare for battle. Glenn objects to Merle's presence and suggests handing him over to The Governor, but Hershel points out that Merle has valuable military experience.

Later, Hershel chats with Merle in his cell and the two bond over their amputations and mutual appreciation of the Holy Bible. Merle warns Hershel about The Governor: "He'll save Rick for last so he can watch his family and friends die ugly. That's who you're dealing with."

Meanwhile, The Governor surveys Woodbury's new army. When Andrea appeals to him to excuse the asthmatic boy, he ignores her.

In the prison cell block, Carol visits Daryl and expresses relief at his return. "He's your brother, but he's not good for you," she says about Merle. "Don't let him bring you down."

Back in Woodbury, Andrea asks Milton to help her escape so she can discuss a truce with Rick. But he balks at the idea of betraying The Governor.

In his apartment, The Governor removes the gauze from his eye. He places a patch over the wound as Milton arrives to report on Andrea's request. "She asked for help," The Governor says, "help her."

Milton escorts Andrea through the forest, where they capture a walker and hack off its arms and teeth. As they fight off more walkers, they run into Tyreese and his crew.

At the prison, Merle tries to make peace with Michonne: "I done a lot of things I ain't proud of," he says. "Hope we can get past it." Michonne glares silently back at him.

Milton agrees to take Tyreese and his group to Woodbury. Andrea continues on to the prison with the armless, toothless walker as her "guardian angel."

Andrea approaches the prison, where Carl spots her through binoculars. "Are you alone?" Rick yells as she approaches. He shoves her against the fence and searches her. "Welcome back," he says.

Rick brings Andrea inside the prison. She insists she's on their side, but Rick has his doubts: "We had that field, courtyard, until your boyfriend tore down the fence with a truck and shot us up," he says. She begs Rick to work out a peaceful agreement, but Hershel doubts The Governor has any desire to negotiate.

Outside, Andrea accuses Michonne of turning the group against her. Michonne counters that Andrea is living under The Governor's spell and reveals that he sent Merle to kill her. Michonne says she went back to Woodbury to unmask The Governor, adding, "I knew it would hurt you."

Meanwhile, The Governor visits with Tyreese and his group in Woodbury's infirmary. He welcomes them to stay as long as they like, then brings up Rick's group. Tyreese recounts his experience at the prison and offers to join the fight: "Whatever we gotta do to earn our keep," he says.

Back at the prison, Andrea cradles Judith as Carol urges her to take action against The Governor. "You need to sleep with him, give him the greatest night of his life," Carol advises. "Get him to drop his guard, and then when he's sleeping, you can end this."

Later, Rick gives Andrea a car to return to Woodbury. "Be careful," he says, handing her a gun and a knife.

When she arrives in Woodbury, Andrea visits The Governor at home and confesses that she visited the prison. "He sent you back here?" The Governor asks. "No, that was my call," she says. "Because you belong here," he says, kissing her.

That evening, Rick tells Daryl and Hershel he's taking Michonne and Carl on a run for more guns the next day. Rick tells Daryl: "Keep an eye on your brother," he says. "If he causes a problem, it's on you."

Meanwhile, Andrea lies in bed with The Governor, who's fast asleep. She pulls out her knife and holds it over his sleeping body, but turns away, unable to kill him. She moves over to the window and stares out, the knife still in her hand.

"Clear"
The episode begins with Rick, Carl, and Michonne driving to King County, in hopes of finding weapons at the police station Rick used to work at.

While driving down a back road, they encounter a hitchhiker, but Michonne drives past him as he screams for help, begging for them to stop. As they continue driving, Michonne gets stuck in mud, which allows the car to suddenly become surrounded by walkers. Rick puts his gun through the window and shoots one in the head. After they finish off the rest of the surrounding walkers, Rick starts the process of getting the car out of the mud, asking Carl to watch, so that he can learn what to do in that situation. While showing Carl how to free a tire trapped in mud, Carl asks why Michonne was allowed to come along with them. Rick, with Michonne unknowingly able to hear him from the front seat of the car, tells Carl that Michonne and them have the same problems and motives, so maybe they can help each other solve their problems by working together. This, Rick assures Carl, is only temporary.

The group finally makes it to the police station, only to find it's been completely looted. They decide to head into town to look for weapons, as Rick recalls a few businesses and homes that may have guns in them, guns he knows about from having signed the weapons permits himself. As they enter the town, they encounter many warning signs to turn back and leave, as well as a booby-trapped obstacle course in the middle of town. Suddenly, a masked man with a rifle begins to scream at Rick, Michonne and Carl from a rooftop to show their hands, drop their weapons and leave. Hands raised, Michonne whispers to Rick, reminding him that they could use his weapon(s), and says that she can get to the rooftop where the masked man is perched. Rick agrees, and they split up in 2 directions, Rick and Carl going for cover, while Michonne runs toward the buildings to try and find a way up to the roof. After a brief shootout, the masked man stops firing. Michonne signals to Rick, having made it to the rooftop, but the man is nowhere to be seen. Suddenly, the masked man runs out from a building, towards Rick, firing his rifle. Having cornered Rick, as he is about to shoot him, Carl suddenly fires once and hits the man in the chest, dropping him to the ground. As they check to see if the man is still alive, they discover he was wearing a bulletproof vest and is still alive. Rick removes his mask, only to reveal the masked man is, in fact, Morgan, the man who originally saved Rick when he had first attempted to go back home after leaving the hospital in the Pilot episode.

The 3 people carry Morgan inside his home, only too see many booby traps surrounding Morgans Home. A welcome mat outside the house, that Rick nearly steps on, its filled with spikes. They carry Morgan inside seeing encounter many more signs to turn back, and Michonne nearly hits a trip wire, wired to an axe from behind a curtain. They lay Morgan down, and see all the weapons from the locker at the Police Station. Rick also believes Morgan has been busy getting these weapons for people or places. Rick looks around, and sees the Walkie Talkie he had given Morgan.

Rick looks up from the Foot Locker on the wall saying "DUANE TURNED". Rick then insists on staying with Morgan until he awakes. Michonne refuses, implying Morgan tried to kill them. Carl looks at a chalked out map of the town. Rick's house has been marked on the map. Michonne then begins to eat Morgans Food. Carl then insists on going on a run to get a crib for Judith, Michonne then insists on coming along. Carl and Michonne go into a local bar only to be attacked by many zombies. Carl wanted to go there to retrieve a picture of him, Rick, and Lori. They then retrieve the crib. Morgan awakes and stabs Rick in the shoulder. They begin to fight, then Rick tries to convince Morgan he's not "a person wearing a dead man's face", in which Morgan screams he is. Rick puts a gun to Morgans head and Morgan begs to be killed. It's obvious Morgan has gone crazy. Morgan then explains how he and his son went to a cellar for food, where Duane was attacked and Killed by Morgan's wife who was turned in Season 1. Morgan then begins to remember Rick, but is still weary of him. Rick asks for Morgan's help back at the prison, but he refuses and Rick leaves Morgan's home, taking some guns with him. Michonne, Carl and Rick depart back on the road, where they see a freshly killed body, and a backpack. The hitchhiker has been killed, and they stop, take his backpack and then drive away.

"Arrow on the Doorpost"
Rick enters a barn on an abandoned farm store while Daryl and Hershel stand guard outside. The Governor steps out of the shadows. "We have a lot to talk about," he says.

The Governor removes his weapon and sits at a table, inviting Rick to do the same. Rick holsters, but stays standing. Taped under the table on The Governor's side is a gun.

Milton, Andrea, and Martinez arrive. Andrea realizes the meeting has started without her. She strides inside and tries to mediate, but Rick and The Governor ignore her. "I heard about the raids, "the heads, Maggie." Rick says, glaring at The Governor.

Outside, Milton introduces himself as The Governor's "adviser." Daryl and Martinez eye each other aggressively.

At the prison, Glenn gives orders to fortify their position. Merle suggests they ambush The Governor, but Glenn shuts it down, not wanting to risk putting Rick, Daryl and Hershel in the crossfire.

Back at the barn, Rick hands The Governor a map. "Woodbury takes west of the river, prison takes east," he proposes. The Governor laughs at Rick's proposal and demands his surrender. Andrea tries to calm them down but The Governor kicks her out.

Rick challenges The Governor's leadership: "You're the town drunk who knocked over my fence and ripped up my yard," he says. The Governor asks if Rick ever misjudged someone, referencing Judith's unknown paternity and accusing Rick of "failing to see the devil beside you."

Outside, Milton scribbles in a notebook, explaining he's making a record of events post-apocalypse. A small group of walkers approaches. Daryl, Andrea and Martinez take turns killing them, flaunting their combat skills.

Afterwards Daryl and Martinez share cigarettes taken from a walker's pocket. Martinez calls The Governor's meeting a "joke". "They'll do their little dance," he says, but eventually, "they'll give the word."

Milton and Hershel bond as well, as Milton questions Hershel about how he staved off walker infection by amputating his leg.

Meanwhile, The Governor explains that he'll look weak if he leaves Rick's group alone. "That's your problem," Rick says. The Governor then shares a story about the day his wife died in a car crash. She had left a message asking him to call her back. "I sat there clutching that phone thinking, what did she want?" The Governor says, smirking as Rick becomes visibly rattled.

At the prison, Merle packs a duffel bag full of guns and announces his plan to kill The Governor. "This guy cops a feel of your woman and you pussy out like this?" Merle asks when Glenn tries to stop him. The two brawl, in which Maggie and Michonne intervene, while Beth ends the fight by firing a single shot into the ceiling, without saying a word.

Andrea privately asks Hershel what The Governor did to Maggie. "He's a sick man," Hershel replies. Andrea despairs and says she can't go back to Woodbury. Hershel agrees that she belongs at the prison. "But if you join us, it's settled," he warns.

The Governor tells Rick that between the size of his army and the combat readiness of Rick's group, the fight between Woodbury and the prison will come down to the last man. Then he offers Rick a deal: "I want Michonne," he says. "Turn her over and this all goes away."

At the prison, Merle tries to enlist Michonne on his assassination mission. Michonne hears him out but declines.

Maggie joins Glenn on the loading dock. He apologizes for his recent behavior and they proceed to undress each other and have sex.

Meanwhile, Rick asks The Governor why he'd waste time on a personal vendetta, then wonders if he can even trust The Governor to honor his end of the deal. The Governor gives Rick two days to decide.

Then The Governor, Milton and Martinez get in their truck to leave. Andrea joins them.

Back in Woodbury, The Governor gives instructions to surround the feed store and kill everyone except Michonne when the time comes. "What about the deal?" Milton asks. "We're going to have to eliminate Rick sooner or later," The Governor reasons. "No way we can all live side by side."

Rick's group returns to the prison, where Rick debriefs everyone: "He wants us dead, for what we did to Woodbury," he says. "We're going to war."

Rick privately tells Hershel about The Governor's offer for Rick to hand over Michonne, explaining he lied to the others so they'd be scared enough to accept it. "She's earned her place," Hershel says of Michonne. Rick asks if Hershel would sacrifice his daughters' lives for Michonne's.

"Why are you telling me?" Hershel asks.

"Because I'm hoping you can talk me out of it," Rick replies.

"Prey"
''In a flashback, Andrea and Michonne warm themselves by a campfire. Andrea asks Michonne about her pet walkers. "They deserved what they got," Michonne says. "They weren't human to begin with."''

In present-day Woodbury, The Governor bolts the pets' chains to the wall of the interrogation room, smiling to himself as he tests their reach.

Meanwhile, Andrea and Milton watch as Martinez loads a stockpile of guns onto a truck. "I thought there was a deal on the table," Andrea says. "I'm sure it's just a precaution," Milton replies.

Back in the interrogation room, The Governor lays out tools on a table beside an old dentist chair. Milton urges him to reconsider his vendetta against Michonne, but The Governor insists on avenging Penny. "It's all that matters," says The Governor.

Later, Milton divulges to Andrea that The Governor will kill everyone at the prison whether or not he gets Michonne. He takes Andrea to the second level of the interrogation building and shows her The Governor's torture chamber through a grate in the wall.

The Governor enters the chamber. Andrea aims her gun at him, but Milton wrenches it away. "I knew Philip before he became The Governor," Milton says later. "That man still exists." Andrea declares she's leaving to warn Rick.

On the street, Martinez orders Andrea to relinquish her gun per The Governor's orders. The Governor approaches and explains he wants to protect Andrea from the violence. He asks her to accompany him to the rendezvous with Rick the next day, and she agrees.

Afterward, Andrea approaches Tyreese and Sasha as they're guarding the wall, and tries to lure them away. When they refuse, she confesses that she's leaving Woodbury. "The Governor is not what he seems to be," she warns before fleeing.

The Governor interrogates Tyreese and Sasha about Andrea's escape. "This isn't a prison camp, is it?" Tyreese asks. The Governor reassures them he's merely concerned for Andrea's safety.

After the meeting, Milton implores The Governor to let Andrea go. The Governor realizes that Milton disclosed the ambush plan to Andrea and slams Milton against a wall.

Meanwhile, Andrea sprints down the road to the prison.

Back in Woodbury, Allen yells at Tyreese for jeopardizing their standing with The Governor. They argue over the past: Allen blames Tyreese for emasculating him in front of his family. Martinez rounds them up for a task.

Andrea ducks into the forest as The Governor's truck approaches. While she hides, a group of walkers attacks. She kills them with her knife.

Martinez brings Tyreese's group to the walker pit and asks for help rounding up the dead. Tyreese refuses to participate in a plan that involves feeding people to biters. He offers to leave Woodbury, but Allen intervenes and they fight.

Meanwhile, The Governor tracks down Andrea in his truck and chases her across a field. She flees to an abandoned warehouse.

The Governor finds the warehouse and stalks Andrea inside. He corners her at the door to a stairwell. She opens the door and slips behind it, releasing a herd of walkers on The Governor. She escapes as The Governor's screams echo behind her.

In the middle of the night, an unknown person douses the pit walkers in gasoline and lights them on fire.

Andrea reaches the prison perimeter and waves to the guard tower. But before Rick can spot her, The Governor tackles Andrea to the ground.

The next morning, Shumpert arrives at the pit and finds the scorched walkers.

The Governor returns to Woodbury in his truck and tells Martinez that Andrea is still on the loose. Martinez reports on the burned walkers, and his suspicion that Tyreese is responsible.

The Governor tells Tyreese and Sasha that the pit walkers were just a scare tactic and were never intended to kill people. Tyreese apologizes for being difficult. The Governor asks where Tyreese found the gasoline. "Come again?" Tyreese asks, confused.

Later, The Governor runs into Milton on the street. "It's a real shame about the pits," says Milton. "I hope you find out who did it."

"Already have," The Governor replies, eyeing Milton.

Meanwhile, in The Governor's torture chamber, a gagged and bound Andrea sits strapped to the dentist chair, the walker pet chains dangling behind her.

"This Sorrowful Life"
Rick tells Daryl about The Governor's offer. Daryl and Hershel try to dissuade Rick from giving up Michonne, but Rick insists it's their best shot at saving lives. "It just ain't us," says Daryl. Rick then enlists Merle's help. Merle warns that The Governor won't kill Michonne; just torture her. "You're cold as ice, Officer Friendly," Merle says, advising Rick to use wire to bind her.

The survivors work together to lay spike strips at the prison gate. "We don't have to win," Michonne later tells Rick of the plan, which she conceived. "We just have to make their getting at us more trouble than it's worth."

In the cell block, Carol asks Merle if he's on their team. "It's time to pick a damn side," she says.

Daryl tells Glenn that Merle will find a way to make up for his cruelty at Woodbury, but asks for some forgiveness. Glenn points out that Merle was responsible for The Governor's assault on Maggie.

Daryl then finds Merle in the boiler room. Merle reflects on how the group despises him, but points out that Rick is no better for agreeing to The Governor's deal. "Maybe these people need somebody like me around to do their dirty work," Merle says. "I just want my brother back," Daryl replies.

Outside, Rick finds a cable to bind Michonne. Lori appears on the catwalk. "You're not there," he mutters, cradling his head. When he looks up, Lori is still there. He throws the cable away and leaves.

Hershel, Maggie and Beth are praying in the cell block when Rick enters. He pulls Hershel aside and declares the deal is off.

Meanwhile, Merle takes Michonne to the tombs under the pretense of clearing out walkers. He then knocks her unconscious, drags her to the boiler room and binds her wrists.

Later, Merle walks Michonne down an abandoned road and explains The Governor's proposition. He says Rick would never have gone through with it. "But not you," she says.

Rick and Daryl search for Merle and Michonne, concluding that Merle abducted her. Daryl leaves to track them down.

Meanwhile, Merle tells Michonne that this is his chance to save Daryl and the others. Michonne notes that Merle has a conscience, but Merle disagrees: "I've killed 16 men since all this went down," he says.

Back at the prison, Glenn asks Hershel for Maggie's hand in marriage. Hershel gives his blessing.

At an abandoned motel, Merle tethers Michonne to a post while he hot wires a car. He accidentally triggers the alarm, attracting walkers. They hop in the car and peel out of the parking lot.

In the car, Michonne tells Merle that the prison group would have eventually welcomed him, but he chose to be an outsider. He calls her an outsider, too. "Maybe," she says, "but once The Governor's done with me, at least I won't have to live with myself."

At the perimeter of the prison, Glenn scans a group of walkers at the fence. He finds a female and cuts off two of her fingers.

Back in the car, Michonne wonders why Merle wants to help The Governor when he's the one who turned Merle into a killer. "You know we can go back," she says. Merle stops the car, cuts her bindings and sets her free. "I got something I gotta do," he says before he drives off alone.

Daryl later runs into Michonne, who tells him Merle let her go. He tells her not to send help and continues on after Merle.

A walker comes out of a bar, attracted to a car blasting music. The zombie is a nod to an iconic bald zombie from the original "Dawn of the Dead" and an homage to George Romero. In the car, Merle drinks a bottle of whisky as walkers mob the vehicle. He continues to blast music and slowly drives down the road, letting walkers gather in his wake.

Merle arrives at The Governor's meeting spot and jumps out of the car. He hides in a building as The Governor and his men investigate the blaring music. They begin shooting at the walkers.

Amid the gun blasts, Merle opens fire on The Governor's men. He aims at The Governor but accidentally hits Allen's son Ben, who gets in the way.

A walker attacks Merle and they tumble outside, where he's discovered. The Governor brutally beats Merle and bites off his fingers. "I ain't beggin'," Merle says weakly as The Governor raises his gun and shoots him.

At the prison, Glenn finds Maggie alone and places an engagement ring in her hand. She smiles and they kiss.

Rick gathers the group and discloses The Governor's offer. "I couldn't sacrifice one of us for the greater good because we are the greater good," he says. "I'm not your Governor. We choose to go. We choose to stay. We stick together." He concedes that he doesn't want to be the only person making decisions for the group anymore.

From the guard tower, Rick watches Michonne making her way back to the prison.

At the feed store, Daryl spots a walker feasting on Ben's corpse: It's Merle. Daryl breaks down in tears, distraught at his brother's death. When Merle tries to attack, Daryl tearfully stabs him in the head multiple times.

"Welcome to the Tombs"
The Governor brutally beats Milton for torching the pit of walkers. Milton wonders what Penny would think of her father now. "She'd be afraid of me," The Governor admits. "But if I'd been like this from the start, she'd be alive today."

The Governor brings Milton into his torture chamber, where a wounded Andrea is bound to the chair. He declares his plans to kill everyone at the prison.

The Governor orders Milton to gather his tools and kill Andrea, but Milton instead attacks The Governor. The Governor overpowers Milton and stabs him in the gut. "You're gonna die and you're gonna turn, and you're gonna tear the flesh from her bones," he tells Milton before leaving them to their fates.

Meanwhile, Rick and the survivors pack up the prison and load supplies into the cars. Rick tries to talk to Carl, but Carl ignores him. Looking up to the catwalk, Rick sees a hallucination of Lori staring back at him.

As Daryl mourns his brother, Carol praises Merle for improving their odds against The Governor.

In the cell block, Michonne forgives Rick for considering The Governor's offer and thanks him for allowing her into the group.

Back in Woodbury, The Governor assembles his troops. Tyreese informs The Governor that he and Sasha will not join the fight but offers to stay behind to guard the women and children. After a tense moment, The Governor consents.

The Governor and his soldiers arrive at the prison, where they shoot up the guard towers, mow down the walkers in the prison yard and storm the cell block. But they find no sign of Rick's group.

Back in the torture chamber, Milton slumps against the wall and tells Andrea that he secretly left a pair of pliers by her feet. He tells her to stab him in the head once she cuts herself free.

Meanwhile, The Governor splits up his troops to investigate the dark prison corridors (known as the "tombs"). Smoke grenades go off and the prison alarm sounds. Walkers attack The Governor's men, forcing them to retreat outside where Glenn and Maggie ambush them with gunfire. The Governor's army quickly flees the prison in disarray.

In Woodbury, Tyreese checks in on the women and children. He and Sasha agree they may have to slip out when The Governor returns.

Milton asks Andrea why she stayed in Woodbury after learning her friends were alive. "I wanted to save everyone," she says. "Even The Governor, for a while." He urges her to hurry with the pliers. She removes her shoes and tries to grab them with her feet.

Back at the prison, Hershel, Beth and Carl watch the battle from the adjacent forest. A teenage boy from Woodbury escaping on foot runs into them. Hershel orders him to drop his weapon. As he hesitates and tells Hershel to take it from him, Carl shoots him in the head for disobeying.

Rick and the others decide to chase down The Governor. Carl tells Rick he wants to fight, then brags about killing one of The Governor's soldiers. Hershel clarifies that the "soldier" was just a scared boy on the run. "He drew on us," Carl insists.

Meanwhile, The Governor halts the retreating caravan in the middle of the road. "What the hell are you doing?" he screams. The Woodbury residents refuse to fight, insisting the prison is not worth their lives. Enraged, The Governor opens fire and slaughters them. Martinez and Shumpert watch in horror. The Governor gets in his truck and signals to them. They reluctantly get in.

Andrea grabs the pliers with her feet then drops them. Milton is dead, but his fingers start to move.

As they prepare for pursuit, Rick again asks Carl about the shooting. Carl admits the Woodbury boy had surrendered. Still, he says, "I couldn't take the chance," pointing out that Dale, Lori and Merle all died because Rick and he didn't seize opportunities to kill potential threats.

Glenn and Maggie offer to help guard the prison in case the Governor returns. Rick, Michonne and Daryl leave in pursuit of The Governor.

Rick's group finds the aftermath of The Governor's roadside massacre. Karen, the lone survivor, is found in the cab of the National Guard truck hiding from the walkers.

Meanwhile, Milton rises as a walker. He shuffles toward Andrea, who manages to cut through her bonds with the pliers just as Milton reaches her. Her screams echo through the hall.

Tyreese and Sasha are standing guard at Woodbury's gate when Rick's group arrives with Karen. She explains to Tyreese about The Governor's massacre and tells him to stand down.

Rick mentions that Andrea never made it to the prison, and suggests she could still be in Woodbury. They head to the interrogation room and notice a pool of blood under the door. Inside, Milton lies dead and Andrea huddles against the wall. Her neck has been ravaged. Michonne cries as Andrea insists on shooting herself. "I tried." Andrea says her final words. Michonne stays with Andrea while the group waits outside. A gunshot sounds.

Afterward, Rick's group returns to the prison with a school bus filled with Woodbury's survivors. Tyreese leads the survivors into the prison. "They're gonna join us," Rick tells Carl. Rick looks up at the catwalk. Lori is nowhere to be seen. The episode and season is ended with a close-up on Andrea's cross.

Starring

 * Andrew Lincoln as Rick Grimes.
 * Sarah Wayne Callies as Lori Grimes.
 * Laurie Holden as Andrea.
 * Norman Reedus as Daryl Dixon.
 * Steven Yeun as Glenn Rhee.
 * Lauren Cohan as Maggie Greene.
 * Chandler Riggs as Carl Grimes.
 * Danai Gurira as Michonne.
 * Michael Rooker as Merle Dixon.
 * David Morrissey as The Governor.

Also Starring

 * Melissa McBride as Carol Peletier.
 * Scott Wilson as Hershel Greene.
 * Julio Cesar Cedillo as Lieutenant Welles.
 * IronE Singleton as T-Dog.
 * Emily Kinney as Beth Greene.
 * Lew Temple as Axel.
 * Dallas Roberts as Milton Mamet.
 * Jose Pablo Cantillo as Caesar Martinez.
 * Alexa Nikolas as Haley.
 * Chad Coleman as Tyreese.
 * Sonequa Martin-Green as Sasha.
 * Melissa Ponzio as Karen.
 * Donzaleigh Abernathy as Dr. Stevens.

Co-Stars

 * Nick Gomez as Tomas.
 * Vincent Ward as Oscar.
 * Markice Moore as Andrew.
 * Theodus Crane as Big Tiny.
 * Lawrence Kao as Tim.
 * Travis Love as Shumpert.
 * Dave Davis as Gargulio.
 * Peter Kulas as Michael Coleman.
 * Troy Faruk as Sean.
 * Lindsay Abernathy as Rowan.
 * Mike Mayhall as Franklin.
 * Alex Van as The Hermit.
 * Dwayne Boyd as National Guardsman.
 * Arthur Bridgers as Crowley.
 * Gary Weeks as Corporal Brad.
 * Daniel Thomas May as Allen.
 * Cherie Dvorak as Donna.
 * Tyler Chase as Ben.
 * Russell Towery as Guard #1.
 * Dango Nguyen as Guard #2.
 * E. Roger Mitchell as Paul.
 * Andy Glen as Mexican Boy.
 * Karenlie Riddering as Mexican Woman.
 * Al Vicente as Mexican Man.
 * Parker Wierling as Noah.
 * Russ Comegys as a Hitchhiker.
 * Tanner Holland as Jody.

Special Guest Stars

 * Jon Bernthal as Shane Walsh.
 * Lennie James as Morgan Jones.
 * Emma Bell as Amy
 * Jeryl Prescott Sales as Jacqui
 * Andrew Rothenberg as Jim

Uncredited

 * Moses J. Moseley as Pet Walker #1.
 * Theshay West as Pet Walker #2.
 * Kylie Szymanski as Penny Blake.
 * Meaghan Caddy as Eileen.
 * Matthew Austin Murray as Wilson.
 * Andy Rusk as National Guardsman 2.
 * Scott Dale as National Guardsman 4.
 * Bob Fisher as National Guardsman 5 & 6.
 * Clair Danielle Canterbury as Female Walker in Prison.
 * Pj McDonnell as Store Walker.
 * Adelaide and Eliza Cornwell as Judith Grimes.
 * Philip Dido as Warren.
 * Debi Hett-Kimsey as Betty Coleman.
 * David Tillery as Woodbury Survivor.
 * Marlin Lynch III as Woodbury Survivor.
 * Mitchell Gunter as Woodbury Survivor.
 * Greg Tresan as Richard Foster.
 * Lucie O'Ferrall as Ms. McLeod.
 * Denise Huth as Mrs. Blake.
 * Alyssa Ashley Nichols - Mother. (Deleted Scene)
 * Victor Waddell - Julian. (Deleted Scene)

Deaths

 * Big Tiny
 * Tomas
 * Sean (Alive and Zombified)
 * Franklin (Alive and Zombified)
 * Wilson
 * Corporal Brad
 * Lieutenant Welles
 * Theodore "T-Dog" Douglas
 * Andrew
 * Lori Grimes
 * Crowley
 * Tim
 * Gargulio
 * Hermit
 * Michael Coleman (Alive and Zombified)
 * Warren
 * Eisenberg
 * Oscar
 * Bob Adams
 * Penny (Zombified)
 * Donna
 * Haley
 * Richard Foster
 * Axel
 * Erin (Zombified)
 * Jenny Jones (Zombified, Mentioned)
 * Duane Jones (Mentioned)
 * Unnamed Hitchhiker
 * Ben
 * Merle Dixon (Alive and Zombified)
 * Jody
 * Paul
 * Allen
 * Milton Mamet (Alive and Zombified)
 * Andrea
 * 6 Unnamed U.S Military Soldiers
 * Numerous unnamed Woodbury Soldiers (Alive and Zombified)

Development history
On January 14, 2012 it was announced from the Television Critics Association Press Tour in Pasadena, California that AMC's third season of The Walking Dead (TV Series) will consist of 16 episodes. AMC's international broadcast partner FOX International Channels (FIC) will follow the 16 episode order and structure a similar schedule worldwide.

On February 24, 2012, it was announced that David Morrissey had been cast as The Governor, a major antagonist in the comic series. Morrissey will be a main cast member in the third season, which begins production in the first quarter of 2012.

On March 17, 2012 it was announced that Michael Rooker (Merle Dixon) will appear in the third season. . On March 20, 2012 Glen Mazzara tweeted that the prison is being built especially for the series.

Danai Gurira has been cast as Michonne.

As of April 4, 2012, there is a general outline for season 3, but there are no scripts yet.

It has been revealed by Glen Mazzara via Twitter that Stefan Schwartz will direct episode 14.

Senoia, Georgia
The Walking Dead cast is scheduled to begin shooting small town of Senoia, Coweta County, Georgia in May 2012 and construction of sets began in February 2012, involving 60 local carpenters. Scott Tigchelaar of Raleigh Studios Atlanta says people can expect to see the town a little dirtier than normal to fit the look of the show.

On April 2, 2012 Mike Riley and Seth Zimmerman of AMC Television attended a Senoia City Council meeting — telling the council that the film series will be shooting in Senoia throughout 2012 and possibly in 2013, too. In the series, the town will be a place cordoned off from the zombie infested world outside. “You’re in a safe environment, If you’re outside it, you’re not,” Riley said. He said the town will be governed by “a benevolent dictator.”

The television crew will “build a temporary, movable perimeter wall." Portions of Travis and Main streets will be closed to traffic at times during scenes that show the wall.

“It will look like a gate” made from “various paraphernalia — old tires, doors,” Riley said. The wall will be made so that is can be stored between episodes.

The block from Travis Street to Seavy Street “right now is being considered as our main set,” Riley said. An area of Johnson Street may also be used. Some episodes may be almost entirely filmed in Senoia, and it is possible one or more episode might not be filmed in the town at all.

Cast and crew will arrive in Senoia on May 31 to film “the episode that premiers the town,” Riley said, “Once the town is established, it becomes a recurring location for us.”

“Walking Dead” has its principal set at Raleigh-Riverwood studio in Senoia.

For the first episode, “we’ll be filming in Senoia, for eight days,” Riley said. “We may be doing some filming at night in that episode. We may be filming at night for some of the other episodes, as well.”

Most filming will be done on weekdays.

Riley said grass would need to be left uncut in certain areas at times and said signs would be placed to let local residents know why the grass was high. He also said “anything we do to the buildings — anything we do to Senoia” will be put back in “as good or better shape when we pull out at the end of the season.”

Senoia has been a popular location for film production, including “Fried Green Tomatoes,” “Pet Sematary 2” and television series including Lifetime’s “Drop Dead Diva.” Riley said the “Walking Dead” season of shooting will be different from what the town has experienced with previous productions. “This is long-term,” he explained. “You’re used to having a film crew come in and shoot for week or two, and then they’re gone.”

Trivia

 * This is the last season written and produced by Glen Mazzara.
 * This season begins with a close-up on a walker's eye, and the finale starts with a close-up on The Governor's eye.
 * On March 20, 2012 Mazzara stated: "Right now, I do see the prison storyline lasting through both Season 3 and 4."
 * Kirkman stated that: "there's something memorable that happened to a character in the comic is happening in the show in our first episode back and it's not the same character" about Season 3.
 * This turned out to be Hershel getting bit and amputated, which originally happened to Dale in the comics.
 * The opening credits for Season 3 are different then the opening credits for both Season 1 and 2 which features actual walkers and different scenery and landscapes.
 * Episode 8, Made to Suffer, shares its name with Volume 8 of the comics.
 * New characters from the comic, in this season are: Axel, Andrew, Michonne, Caesar Martinez, Dr. Stevens, Penny, The Governor, Allen, Ben, Donna and Tyreese.
 * Brian, Nick, and Bobby from the Novel Series are mentioned, as a possible easter egg.
 * Approximately 8 months have past since the events Season 2. This was a necessary as the show cannot film during winter. It's also confirmed by the prison survivors that it's been about 10 months since the epidemic became global.
 * Michonne confirms it has been 8 months since she saved Andrea.
 * It was stated that a series regular would become zombie kibble this season. This turned out to be Lori Grimes.
 * The Season 3 part B poster is the first to show Rick as well as another character, The Governor.
 * This season features the return of Morgan Jones. His last appearance was in the Season 1 premiere.
 * Michael Rooker, who portrays Merle Dixon was promoted to series regular for Season 3.
 * Both lead women, Lori Grimes and Andrea, were killed in this season.
 * Coincidentally, in the Season 3 promotional poster, both women are each standing on the far side of the picture. Lori on the left, and Andrea on the right.
 * Season 3 features the death of the most living characters in the show, with over 40 living characters dying.
 * In addition, this season featured the deaths of three of the main cast: Lori Grimes, Merle Dixon, and Andrea.
 * Andrew Lincoln and Danai Gurira, who play Rick Grimes and Michonne, respectively, appeared in the most episodes out of any other series regular, having both appeared in 15.
 * Unlike Season 1 and 2, the Season 3 premiere was not 90 minutes long.
 * The song "Black" by Kari Kimmel, was used in the trailer.