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"Welcome to the Tombs" is the sixteenth and final episode of the third season of AMC's The Walking Dead. It is the thirty-fifth episode of the series overall. It premiered on March 31, 2013. It was written by Glen Mazzara and directed by Ernest Dickerson.


Rick and the group have to seriously consider if the prison is worth defending as the Governor's impending attack looms over their heads.


The Governor brutally beats Milton for torching the pit of walkers. Milton asks 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." Milton then asks what became of Andrea and if she was still alive. The Governor then brings Milton into his torture chamber, where a bloodied Andrea is bound to the dental chair. He declares his plans to kill everyone at the prison. Andrea pleads with the Governor to stop all of this, but he ignores her.

The Governor orders Milton to gather his tools and kill Andrea. When Milton retrieves the tools from the table behind her chair, he intentionally fumbles the tray and drops everything on the floor. When he picks them up, he leaves a pair of pliers next to the chair so Andrea has a chance of getting loose. 

The Governor holds out a knife for Milton, urging him to kill Andrea. Milton takes the weapon and turns toward her, as though he is ready to carry out the deed. But instead, he lunges at the Governor and attempts to kill him.

The Governor quickly disarms Milton, and stabs him repeatedly in the stomach. "Now you're gonna die, and you're gonna turn, and you're gonna tear the flesh from her bones," he tells Milton, before leaving the room, "In this life, you kill or you die...or you die, and you kill."

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. The soldiers pile into their vehicles, and wait for his next order. Tyreese informs the Governor that he and Sasha will not be joining them, because "this isn't our fight". Instead, he offers to stay behind and guard the women and children. After a tense moment, the Governor consents.

The Governor and his soldiers arrive at the prison, where they destroy the guard towers with grenade launchers. Several walkers are seen staggering around the prison yard, but are quickly mowed down with mounted .50 caliber machine guns. Once every walker is dead, the Governor and soldiers leave their vehicles, and proceed to storm the cell block. However, they find no sign of the Survivors.

Back in the torture chamber, a dying Milton slumps against the wall. He tells Andrea that he secretly left a pair of pliers by her feet. As Andrea struggles to pick up the tool, Milton instructs her to stab him in the head (so that he won't reanimate) after she cuts herself free.

In Woodbury, Tyreese checks in on the women and children. He and Sasha agree that they may have to slip out when everyone returns, as they are unsure of the Governor's intentions.

Meanwhile, the Governor splits up his troops to investigate the dark prison corridors known as the "Tombs". Soon after, flash and smoke grenades detonate, and the prison alarm sounds. Startled and partially blinded, the soldiers panic and try to disperse. The Governor repeatedly orders them to, "Stand your ground," but walkers start crowding them from every direction. The entire group is forced to retreat, but once outside, Glenn and Maggie ambush them with gunfire. The surviving members of Governor's army quickly flee the prison.

Milton asks Andrea why she stayed in Woodbury after learning that 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 pick them up with her toes.

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. After being explicitly told to put the gun down, the boy instead insists on handing it to Carl and moves toward him, to which Carl responds by shooting him.

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. Rick says he believes Carl, but Hershel's account of the incident leaves him shaken.

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. The Governor loses his sanity, and furiously opens fire without a second thought. The residents are shot in the back as they try to run, as Martinez and Shumpert watch in horror.

Allen is shown as last soldier standing. He desperately points his gun at the Governor, but is easily taken down with a shot to the head. The Governor, out of ammo, gets in his truck and motions to Martinez and Shumpert. They reluctantly get in. We see that Karen is still alive, hiding under a corpses that fell on her.

Back in the torture chamber, Andrea manages to grab the pliers with her toes but then drops them. Milton is now 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 died because he couldn't kill the walker stuck in the mud, Lori died because Rick didn't kill Andrew, and Merle died because Rick didn't kill the Governor, even though he was in a room with him alone.

Glenn and Maggie offer to help guard the prison in case the Governor returns. Rick, Michonne, and Daryl leave in pursuit of the Governor. The Survivors finds the aftermath of the Governor's roadside massacre. Karen, the lone survivor, hiding in one of the abandoned trucks shows herself with her hands raised.

Meanwhile, Milton slowly rises as a reanimated walker. He shuffles toward Andrea, who manages to cut through her bonds with the pliers just as Milton reaches her. Their screams echo through the hall, and a gunshot rings out.

Tyreese and Sasha are standing guard at Woodbury's gate when the Survivors arrives with Karen. They get into a little gunfight until Karen explains to Tyreese how the Governor killed everyone. She tells Tyreese 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. Michonne rushes to her aid, with Rick behind her. Andrea tells Rick how she had tried to stop them. "You're burning up." Michonne says to Andrea, who exhales and pulls her coat away from her collarbone to reveal a bite wound from Milton. Michonne cries as Andrea apologizes for her actions and insists on shooting herself. "I know how the safety works," she says as she asks for Rick's gun, musing at the first survival tip he gave to her in "Guts". Rick lets her know that she is one of them, and Daryl states that he now too feels the same way she did about needing people to survive in the world. Michonne stays with Andrea while the group waits outside. A gunshot sounds.

Afterward, the Survivors returns to the prison with a school bus filled with Woodbury's survivors, as well as Andrea's body in the back of a truck. Tyreese leads the survivors into the prison, where they are welcomed by Hershel and Beth at the entrance. Carl confronts his father about 'what this is'. "They're gonna join us," Rick tells Carl, who walks away angrily at his decision. Rick looks up at the catwalk. Lori is nowhere to be seen, and Rick knows that he has made the right choice.

Other Cast





  • First appearance of Eryn.
  • First (and last) appearance of Jody.
  • Last appearance of Andrea. (Alive)
  • Last appearance of Milton Mamet.
  • Last appearance of Ms. McLeod.
  • Last appearance of Martinez. (Alive)
  • Last appearance of Shumpert. (Alive)
  • Last appearance of Allen. (Alive)
  • Last appearance of Paul. (Alive)
  • This is the last episode written by Glen Mazzara.
  • The title of the episode, "Welcome to the Tombs", refers to the Woodbury Army being ambushed in "The Tombs".
  • Andrea says, "I know how the safety works," to Rick when asking for his gun to commit suicide with to prevent her reanimation as a reference to "Wildfire".
    • Coincidentally, Amy was bitten by a walker on the neck, similarly to Andrea. However, Andrea prevented her reanimation by shooting her in the head while she reanimated. 
    • She becomes the fifth main cast character to die and this is the second time that two main cast characters have died in successive episodes. 
  • This season finale marks the first season finale in which the Survivors is able to hold their own in their home and were not driven out by walkers or other survivors.
    • In "TS-19", the group was forced to leave the CDC before it exploded and in "Beside the Dying Fire", walkers overran Hershel's farm.
  • The Bible passage that was highlighted and found by the Governor is John 5:29; "And shall come forth; they that have done good, unto the resurrection of life; and they that have done evil, unto the resurrection of damnation." In this chapter, Jesus heals a sick man and preaches about everlasting life and that "...The hour is coming, and now is, when the dead shall hear the voice of the Son of God: and they that hear shall live." (John 5:25).
  • The Facebook page of The Walking Dead stated there would be 27 deaths in this episode. They ended up being Andrea, Milton Mamet, Jody, Paul, Allen, Noah, and 20 Woodbury soldiers.
  • This episode begins with a close up of the Governor's eye that then zooms out which is homage to "Seed", where the episode begins with a closeup of a walker's eye before zooming out.
  • Dallas Roberts, who portrays Milton, is not credited in this episode.
  • According to Woodbury extra William Tokarsky, the finale was supposed to be two hours long, and included scenes of him and other Woodbury soldiers being attacked and killed by Rick and Michonne in the tombs.
  • According to Woodbury extra Keith Barnett, there was a scene of him and three other Woodbury soldiers tripping and falling into a barbed wire trap set up in the tombs of the prison, however the scene was deleted.
  • This is the first season finale to feature main character deaths.
  • It was given by Laurie Holden that Andrea wasn't originally to die in the episode, saying that Andrea was supposed to end up as the leader of Woodbury's people, filling up the Governor's boots but it was changed 3 weeks before the shooting of the episode began. "...everyone was shocked." Holden says in one of her interview, "But this is The Walking Dead, nothing is certain anymore."
    • The same as her death, the one that was aired was re-written by Scott Gimple, while the original (which was written by Glen Mazzara) shows Andrea got bitten by Milton on the hand while still bounded to the chair, screaming. In the end, Tyreese and Sasha were the ones who found her already bitten, and then two freed Andrea from the chair. Sasha then says that she won't leave her alone, but Andrea insists Sasha giving her gun. Sasha gives what Andrea wants because as given by Sonequa Martin-Green it was her funeral, and Sasha would give her what she wants, so Sasha give her gun, and the two leave Andrea to commit suicide. The gunshot is then heard.
  • Andrea's death received a polarized reaction. For "Welcome to the Tombs", IGN writer, Eric Goldman disliked that the finale rested its dramatic conclusion on Andrea's death. AV Club writer, Zack Handlen said that Andrea would be "missed less" than Milton. Erik Kain of Forbes.com said that "Finally, Andrea is dead. I know this is something I've wished for all season, but it almost felt cheap at the end." Conversely, Josh Jackson, writing for Paste called the death "a heartbreaking end for the woman who tried to make peace between the two gangs of survivors."
  • In one of the interviews conducted after the season wrapped up, Laurie Holden confirmed Andrea's death was dismissed by the cast and crew. Creative conflicts occurred primarily between Robert Kirkman and then showrunner Glen Mazzara. Kirkman believed that Season 3's story pacing was too fast and that the show would catch up with the still ongoing comic book if it continued at the same pace. Which would be problematic. Kirkman also had an issue with how much Season 3 was deviating from the comic book story which in turn would make the following seasons harder to adapt to television from the comic book source material. Finally, production became difficult when Glen Mazzara had a hard time writing and developing storylines for the eight-episode length in the second half of Season 3. Because of this, the episodes in the second half were hastily being rewritten just before filming and barely met shooting deadlines. All of these issues led to Mazzara being fired and this episode being dramatically rewritten from what Glen Mazzara originally envisioned. This also led to the seasons following Season 3 adapting the comic book much more closely and having a slower-paced story that could more easily fill the 16-episode length required for each season of the show.
  • This episode marks Lauren Cohan's 25th appearance on the TV Series.
  • The episode shattered the zombie drama's own ratings record yet again, scoring 12.42 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 in the demographic.
  • This episode marks the first time Carl is shown killing living people.

Comic Parallels

  • The Governor's failed second attack on the prison is adapted from Issue 46.

Episode Highlights



  • On Andrea's second attempt to pick up the pliers with her toes, she picks them up with the head pointing from the top of her toes. In the next shot, the handles are pointed out.
  • Before committing suicide, Andrea says "I know how the safety works" as Rick hands her the Colt Python. Though it's a throwback to the same line she said before, its also an error here as revolvers don't have safeties.
  • When Andrea shoots herself and just before she drops the Python, a shell can be heard hitting the ground, even though revolvers do not eject shells when fired.
    • Although, this is very likely just the sound of Andrea dropping the revolver after she committed suicide.

External Links