The Walking Dead (season 3)

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The Walking Dead
Season 3
Walking Dead Season 3 Official Poster.jpg
Promotional poster and home media cover art featuring Rick Grimes
Country of originUnited States
No. of episodes16
Original networkAMC
Original releaseOctober 14, 2012 (2012-10-14) –
March 31, 2013 (2013-03-31)
Season chronology
← Previous
Season 2
Next →
Season 4
List of episodes

The third season of The Walking Dead, an American post-apocalyptic horror television series on AMC, premiered on October 14, 2012, and concluded on March 31, 2013, consisting of 16 episodes.[1][2] Developed for television by Frank Darabont, the series is based on the eponymous series of comic books by Robert Kirkman, Tony Moore, and Charlie Adlard. It was executive produced by Kirkman, Glen Mazzara, David Alpert, and Gale Anne Hurd, with Mazzara as showrunner for his second and final season. The third season was very well received by critics. It was nominated for multiple awards and won two, including Best Syndicated/Cable Television Series, at the 39th Saturn Awards.[3]

This season adapts material from issues #13–39 of the comic book series and introduces notable comic characters, including Michonne (Danai Gurira), Axel (Lew Temple), The Governor (David Morrissey) and Tyreese Williams (Chad L. Coleman). It also marks the return of Merle Dixon (Michael Rooker), the volatile older brother of Daryl Dixon (Norman Reedus), who went missing in the first season, and also features the return of Morgan Jones (Lennie James), the first survivor Rick Grimes (Andrew Lincoln) encountered and befriended, who he lost contact with in season one. As in the comics, this season is mainly set in both an abandoned prison and an active rural town of survivors.

Set eight months after the killing of Shane Walsh and onslaught of the Greene Family Farm, with the world growing increasingly more dangerous and Lori's (Sarah Wayne Callies) pregnancy advancing, the season continues the story of Rick Grimes, who has assumed a dictatorial-like leadership over his group of survivors as they survive in a post-apocalyptic world infested with flesh-eating zombies, dubbed "walkers". After discovering a potential safe haven, the group takes refuge and inhabits a large fortified prison, but this security is threatened by a nearby community — Woodbury — led by a nefarious man known as The Governor, who takes an interest in Andrea (Laurie Holden) as she remains, after the burning of the farm, separated and unaware of the main group's status.


AMC renewed The Walking Dead for a third season on October 25, 2011 after the season two premiere broke cable ratings records in the 18-49 demographic.[4] On January 14, 2012, AMC announced that the third season will contain 16 episodes.[2]

Filming for the season began in May 2012 in Coweta County, Georgia, with the city of Senoia being used as the filming location for the town of Woodbury.[5] Ernest Dickerson directed the season premiere episode.[6] Greg Nicotero, co-executive producer and special make-up FX artist on the series, directed the fifth episode of season 3 after already having directed the season 2 episode "Judge, Jury, Executioner". He also returned as a zombie in the episode "The Suicide King", after portraying two different zombies in the first season.[7] In November 2012, Glen Mazzara announced that Ernest Dickerson would direct the season finale.[8]

After the conclusion of the third season, Mazzara stepped down from his position as showrunner and executive producer for the series, in a mutual agreement by both Mazzara and AMC. The press release read, "Both parties acknowledge that there is a difference of opinion about where the show should go moving forward, and conclude that it is best to part ways."[9]


Following the Torn Apart series in 2011, another set of webisodes titled Cold Storage were produced and debuted on October 1, 2012, prior to the premiere of Season 3.[10][11]

Talking Dead[edit]

A second season had been commissioned in May 2012.[12] To coincide with a marathon of the show, a special episode was aired in July 2012 following the marathon's end, featuring a tour of the various props/sets used in the third season, as well as cast/crew interviews, and a snippet of exclusive footage featuring the newly introduced character Michonne.[13]


The primary characters of the third season include (from left to right): Lori, Carl, Daryl, Carol, T-Dog, Beth, Hershel, Rick, Maggie, Glenn, The Governor, Michonne, and Andrea; absent: Merle

Main cast[edit]

The third season features ten actors receiving opening credits billing, with eight returning from the previous season and two new cast members introduced; six are listed as main cast members in the second season, while Lauren Cohan and Scott Wilson were promoted from recurring status and Michael Rooker was promoted from guest status from the previous two seasons,[14][15] while Danai Gurira and David Morrissey were added to the main cast as Michonne and The Governor, respectively.[16] However, Wilson and McBride are credited as "Also starring".[17]


  • Andrew Lincoln as Rick Grimes, the series' protagonist and a former sheriff's deputy, who has established himself as the group's leader. Rick has become a more cold and calculating leader, willing to leave strangers to die and abandon group members if it means everyone else survives, and comes into conflict with The Governor. Rick has also become distant, resentful of Lori's ambivalence and anger towards him after telling her he'd killed Shane.
  • Sarah Wayne Callies as Lori Grimes, Rick's wife and Carl's mother, who is 9 months pregnant but is resented by Rick and Carl for her affair with Shane and the problems it led to. She is worried about the safety of her baby but her faith in keeping her baby alive prompts her to become a fearless mother.
  • Laurie Holden as Andrea, a former successful civil rights attorney, who was separated from the group at the end of the second season. She befriends Michonne and forms a relationship with The Governor.
  • Norman Reedus as Daryl Dixon, an antihero-like Southern redneck, who's also the group's primary hunter. He has become Rick's right-hand man and closest ally since Shane's death.
  • Steven Yeun as Glenn Rhee, a former pizza delivery boy and Maggie's boyfriend. Glenn has found something in Maggie that he doesn't want to lose and has become very protective of her.
  • Lauren Cohan as Maggie Greene, Hershel's strong-willed and determined elder daughter and Glenn's girlfriend. Maggie has come to terms with the walker virus and has since become a good fighter and an integral member of the core group.
  • Chandler Riggs as Carl Grimes, Rick and Lori's young son, who has also become more cold and brutal following his father's example, but is often frustrated when he is forbidden to contribute more often, as the elder members of the group seek to retain his innocence.
  • Danai Gurira as Michonne, the katana-wielding hooded figure, who saves Andrea in the season two finale. Michonne is a quiet and seemingly ruthless survivalist, who immediately dislikes The Governor. She forms a bond with Rick's son Carl and begins to shed her brutality for a healthier mindset.
  • Michael Rooker as Merle Dixon, an unruly Southern redneck and Daryl's older brother, who disappeared in the first season. Merle is the right hand of The Governor, but Daryl, being his brother, could change that.
  • David Morrissey as The Governor, leader of the town of Woodbury, father of Penny, and the primary antagonist of the season. The Governor is a ruthless, paranoid, and dangerous sociopath, who will murder anyone he sees as a threat to his community, and seeks to eliminate Rick's group when they move into the prison nearby.

Also starring[edit]

  • Melissa McBride as Carol Peletier, a former victim of domestic abuse, who is now the last surviving member of her family, having lost her daughter Sophia last season. Carol also has a close bond with Daryl, and dislikes his brother Merle for his influence over him but sees Daryl's potential in him too.
  • Scott Wilson as Hershel Greene, a religious farmer, trained veterinarian, and father of Maggie and Beth, as well as a father figure to Glenn. He serves as the group's primary moral compass and Rick's main adviser.

Supporting cast[edit]

  • Emily Kinney as Beth Greene, Hershel's soft-spoken younger daughter and Maggie's half-sister, who has accepted the world's new state, having previously tried to kill herself, and has become more skilled at killing walkers. She often tries to boost morale by singing.
  • IronE Singleton as Theodore "T-Dog" Douglas, a survivor of the original Atlanta group, who struggles to prove his worth to the group, but is a brave individual willing to risk his life for everyone else's sake.


  • Jose Pablo Cantillo as Caesar Martinez, one of The Governor's men. Martinez is a loyal, slightly egotistical, member of Governor's forces, but is reasonable and has honor, and is even disturbed by The Governor's actions but is willing to do what is needed to stay alive.
  • Dallas Roberts as Milton Mamet, a scientist and old friend of The Governor, who studies the walkers believing there can be a way to restore their humanity, but is reluctant to accept The Governor for the monster he is as he knew him before the outbreak.
  • Travis Love as Shumpert, a silent bow using member of the Woodbury army, who is very loyal to The Governor and a good friend of Martinez.
  • Melissa Ponzio as Karen, a former teacher and Woodbury citizen, who disagrees with The Governor's plan to raise an army from the Woodbury citizens, which includes the children.
  • Alexa Nikolas as Haley, a cocky and overly confident female Woodbury guard.
  • Donzaleigh Abernathy as Dr. Stevens, a doctor living in Woodbury.

The Prisoners[edit]

  • Nick Gomez as Tomas, a violent convict and the leader of a group of prisoners, who survived within the prison.
  • Lew Temple as Axel, a convict and survivor, found by the group in the prison, who tries to keep the peace but often speaks more than needed. He also forms a friendship with Carol.
  • Vincent Ward as Oscar, a survivor found in the prison and Axel's best friend, who is very honorable and brave, even in the face of death, and is willing to risk his life to help those in need.
  • Markice Moore as Andrew, the smallest and weakest of the prisoners which Rick's group encounters, who is also the most mischievous and cunning of them.
  • Theodus Crane as Big Tiny, the largest of Tomas' group of prisoners but is also the most kind, who has trouble killing walkers.

Tyreese's group[edit]

  • Chad L. Coleman as Tyreese Williams, a survivor leading a small group of people to safety, who finds the group in the prison, but is tossed out by a mentally unstable Rick against everyone else's advice. He eventually joins Woodbury, unaware of The Governor's true nature. Tyreese is a man of morals and principles willing to do what it takes the earn his place and to find a safe haven for his sister and friends, but is hesitant to hurt people even if needed.
  • Sonequa Martin-Green as Sasha Williams, Tyreese's sister, who is trying to find shelter with her brother and finds the group in the prison but is tossed out by a mentally unstable Rick, against everyone else's advice, and joins Woodbury unaware of The Governor's true nature. Unlike Tyreese, Sasha has a colder survival mindset which sometimes puts her into conflict with her brother, but she is still compassionate enough to avoid unnecessary bloodshed.
  • Daniel Thomas May as Allen, part of Tyreese's group, father of Ben, and husband of Donna, who is a survivalist willing to kill innocent people even if they show him compassion. He also has a feud with Tyreese as Donna became smitten with him after he saved her from walkers.
  • Tyler Chase as Ben, Allen's teenage son, who is willing to do what his father tells him regardless of how dark these actions are.


  • Lennie James as Morgan Jones, the first person Rick encountered and befriended after awakening from his coma who, along with his son Duane, were believed dead. Though a kind and moral father, Morgan has suffered a psychological break after his son was killed by his undead wife after Morgan failed to shoot her earlier. Morgan now believes his life's purpose is to clear Rick's hometown of all walkers and people and unintentionally almost kills Rick.
  • Jon Bernthal as Shane Walsh, the second season's primary antagonist and Rick's former fellow sheriff's deputy and best friend, who had an affair with Lori and lost his sanity, due to his obsession with Lori. He was killed by Rick whilst trying to murder him in the second season, and reappears as a hallucination to Rick during the Woodbury battle.
  • Emma Bell as Amy (voice), Andrea's younger sister and a former member of the group, who was bit and was put down by Andrea; heard in Rick's hallucinations over the phone.
  • Jeryl Prescott Sales as Jacqui (voice), a former employee of the City of Atlanta, and former member of the group, who committed suicide after losing hope by staying in CDC with Dr. Edwin Jenner as it exploded from fail-safes; heard in Rick's hallucinations over the phone.
  • Andrew Rothenberg as Jim (voice), a former member of the group, who was bit and, per his request, left to reanimate; heard in Rick's hallucinations over the phone.
  • Julio Cesar Cedillo as Lt. Welles, a member of a group of military personnel, who are involved in a helicopter crash, and saved, but eventually slaughtered by The Governor while Welles himself is decapitated and has his head placed in a fish tank.


No. in
TitleDirected byWritten byOriginal air dateU.S. viewers
201"Seed"Ernest DickersonGlen MazzaraOctober 14, 2012 (2012-10-14)10.87[18]
Eight months after abandoning Hershel's farmstead, and Lori at the end of her pregnancy, Rick leads the group into securing a prison presently overrun with walkers. While clearing out the cells, Hershel is bitten on the foot by a walker, and they are forced to amputate it to save his life. They discover that five prisoners are still alive. Meanwhile, Michonne watches over an ailing Andrea.
212"Sick"Billy GierhartNichole BeattieOctober 21, 2012 (2012-10-21)9.55[19]
Rick's group discuss what to do with the five prison survivors, and initially lock them in a separate but walker-free part of the prison. When the prisoners agree to help them clear walkers, Rick allows them to come, but finds their leader Tomas unstable and is forced to kill him, while abandoning another, Andrew, in a yard full of walkers. The others tend carefully to Hershel's health to make sure he does not turn.
223"Walk with Me"Guy FerlandEvan ReillyOctober 28, 2012 (2012-10-28)10.51[20]
Andrea and Michonne witness a group of men investigate a helicopter crash, but are captured by Merle and taken to the fortified town of Woodbury, where they meet The Governor, whom Michonne distrusts. One of the survivors of the crash tells The Governor where their group is based, and The Governor leads his men to kill the other group and secure their weapons and vehicles for themselves.
234"Killer Within"Guy FerlandSang Kyu KimNovember 4, 2012 (2012-11-04)9.27[21]
As Hershel recovers, the prison's alarms go off, and walkers, lured by the sound, overwhelm Rick's group, and they are forced to scatter within the prison, while T-Dog sacrifices himself to protect Carol. Rick, aided by surviving prisoners Oscar and Axel in shutting down the alarms which were turned on by Andrew. Oscar saves Rick by killing Andrew. Lori, Carl, and Maggie secure themselves in a boiler room as Lori goes into labor. Maggie is forced to perform a Caesarean section to deliver her daughter which is fatal to Lori, and Carl shoots her to prevent reanimation. As the survivors regroup, Rick is devastated to discover Lori's death.
245"Say the Word"Greg NicoteroAngela KangNovember 11, 2012 (2012-11-11)10.37[22]
Michonne discovers The Governor's secret captivity of walkers, and decides to leave Woodbury, despite Andrea staying behind and learning more about The Governor from his right-hand man, Milton. The Governor, on learning of her departure, has Merle and a group of men try to find her. Meanwhile, Rick is still emotionally upset about his loss when he receives a phone call.
256"Hounded"Dan AttiasScott M. GimpleNovember 18, 2012 (2012-11-18)9.21[23]
Rick, still in mourning, seems to receive phone calls in the boiler room where Lori died, from previous survivors that had died. While evading capture, Michonne witnesses Glenn and Maggie scavenging for baby supplies for Lori's child before they are captured by Merle, who recognizes Glenn as one of the members of his former group that abandoned him in Atlanta. Michonne, having deduced where Glenn and Maggie originated from, takes the supplies to the prison and encounters Rick there.
267"When the Dead Come Knocking"Dan SackheimFrank RenzulliNovember 25, 2012 (2012-11-25)10.43[24]
Though distrustful of her, Rick has Michonne's wounds tended to while she explains Glenn and Maggie's capture and Woodbury. At Woodbury, The Governor harshly interrogates Glenn and Maggie to learn where they are from, and when he threatens to kill Glenn, Maggie reveals the group is at the prison. The Governor sends Merle to scout the prison, while Rick, Daryl, Oscar, and Michonne approach Woodbury.
278"Made to Suffer"Billy GierhartRobert KirkmanDecember 2, 2012 (2012-12-02)10.48[25]
Rick's party invade Woodbury and rescue Glenn and Maggie, where Daryl learns Merle is still alive. Michonne, attempting to kill The Governor, finds he keeps his reanimated daughter Penny still chained up and kills her; The Governor discovers Michonne and they fight, which ends when she stabs him in the eye. Oscar is killed in covering their escape while Daryl is captured and forced into fighting Merle. Meanwhile, a new group of survivors led by Tyreese and Sasha enter the prison through the fence breach.
289"The Suicide King"Lesli Linka GlatterEvan ReillyFebruary 10, 2013 (2013-02-10)12.26[26]
While Daryl and Merle fight, Rick and Maggie return to Woodbury to free Daryl. They are forced to bring Merle along, which Rick and Glenn fear will harm them, and Daryl and Merle go on their own. The residents of Woodbury begin to question their safety, and Andrea tries to calm The Governor down from taking drastic action. At the prison, the survivors discover Tyreese and Sasha's group, and though wary, allow them to stay. When Rick returns, he is still seeing visions of Lori and becomes angry and violent, and Glenn suggests it is best for the new group to leave.
2910"Home"Seith MannNichole BeattieFebruary 17, 2013 (2013-02-17)11.05[27]
Though distrustful of her, The Governor offers to give leadership of Woodbury to Andrea. The Governor secretly leads a group of his men to attack the prison, killing Axel, and breaching the outer fence to allow walkers in. The survivors hold back the attack, forcing The Governor to retreat, while Daryl and Merle, having decided it is best to stay part of the group, arrive to save the other survivors.
3011"I Ain't a Judas"Greg NicoteroAngela KangFebruary 24, 2013 (2013-02-24)11.01[28]
Andrea learns of the attack on the prison, and demands to go there to try to calm the situation. The Governor allows her to go but with Milton along. En route, they find Tyreese and Sasha's group, and Milton takes them back to Woodbury, where they offer to give The Governor the layout of the prison in exchange for being allowed to stay. At the prison, Andrea explains the situation and that The Governor really wants Michonne, and Carol suggests she try to kill The Governor herself before all-out war breaks out. Back in Woodbury, Andrea finds she cannot come to kill The Governor.
3112"Clear"Tricia BrockScott M. GimpleMarch 3, 2013 (2013-03-03)11.30[29]
Rick, Carl, and Michonne travel back to Rick's home in King County to gather more weapons for the pending battle, and discover Morgan Jones is still alive, though has lost his son Duane. Rick tries to convince Morgan to return with them, while Michonne protects Carl while he recovers supplies and a personal photograph from a bar. As they return, Rick and Carl realize Michonne is an asset to their group.
3213"Arrow on the Doorpost"David BoydRyan C. ColemanMarch 10, 2013 (2013-03-10)11.46[30]
Andrea arranges a face-to-face meeting between The Governor and Rick, where The Governor demands they turn over Michonne to him. Believing that The Governor wants to kill them regardless, Rick and The Governor prepare their respective groups for combat.
3314"Prey"Stefan SchwartzGlen Mazzara & Evan ReillyMarch 17, 2013 (2013-03-17)10.84[31]
Andrea learns of The Governor's duplicity and intent to kill Rick's group from Milton, and manages to escape Woodbury to warn Rick, but The Governor is able to capture her just before she reaches the prison. While they are gone, someone burns all of the captured walkers that The Governor has kept, and he suspects either Milton or Tyreese.
3415"This Sorrowful Life"Greg NicoteroScott M. GimpleMarch 24, 2013 (2013-03-24)10.99[32]
Rick decides on his own to deliver Michonne to The Governor, discreetly asking Merle for help, but Merle insists he do it alone. As Merle takes Michonne to the spot, Merle becomes sympathetic towards her, and lets her go. Merle uses the opportunity to lead a group of walkers to the meeting point, and then to attack The Governor, but is eventually killed. Michonne returns to the prison and on her way back she meets Daryl telling him that Merle let her go. Daryl goes to the meeting point and finds Merle, now reanimated, before he kills him. Michonne finally arrives back at prison.
3516"Welcome to the Tombs"Ernest DickersonGlen MazzaraMarch 31, 2013 (2013-03-31)12.42[33]
The Governor, no longer trusting of anyone, fatally wounds Milton and locks him in the room he has kept Andrea, expecting him to turn and kill her; Milton manages to keep his wits long enough to explain to her how to escape. The Governor leads an attack on the prison, but Rick's group is prepared and ambushes them, forcing The Governor and stragglers to flee; he later kills his own people when they do not want to return and continue the fight. Rick and the others return to Woodbury, and are too late to save Andrea, having been bitten by Milton. She kills herself, and the surviving residents of Woodbury are brought to the prison.


Critical response[edit]

The third season of The Walking Dead has received positive reviews from critics. On Metacritic, the season holds a score of 82 out of 100, indicating "universal acclaim", based on 19 critics.[34] On Rotten Tomatoes, the season holds an 88% with an average rating of 7.85 out of 10, based on 33 reviews. The site's critical consensus reads: "The palpable terror and visceral thrills continue in the third season of The Walking Dead, along with a deeper sense of the people who inhabit its apocalyptic landscape."[35]

The Walking Dead (season 3): Critical reception by episode

Season 3 (2012–13): Percentage of positive critics' reviews tracked by the website Rotten Tomatoes[35]


For the 39th Saturn Awards, the third season of The Walking Dead received four nominations and two wins. The wins were for Best Syndicated/Cable Television Series and Best Supporting Actress on Television (Laurie Holden).[3] The nominations were for Best Actor on Television (Andrew Lincoln) and Best Supporting Actor on Television (David Morrissey).[36]

The season also received a nomination for Outstanding Prosthetic Makeup for a Series, Miniseries, Movie, or Special at the 65th Primetime Creative Arts Emmy Awards ("This Sorrowful Life").[37] Additionally, the season was also nominated for Outstanding Performance by a Stunt Ensemble in a Television Series at the 19th and 20th Screen Actors Guild Awards for both halves of the season, respectively.[38][39] This season was also nominated for Program of the Year at the 29th TCA Awards,[40] while Andrew Lincoln was nominated for Best Actor in a Drama Series at the 3rd Critics' Choice Television Awards.[41]


Viewership and ratings per episode of The Walking Dead
No. Title Air date Rating
1 "Seed" October 14, 2012 5.8 10.87[18]
2 "Sick" October 21, 2012 5.1 9.55[19]
3 "Walk with Me" October 28, 2012 5.4 10.51[20]
4 "Killer Within" November 4, 2012 4.9 9.27[21]
5 "Say the Word" November 11, 2012 5.6 10.37[22]
6 "Hounded" November 18, 2012 4.9 9.21[23]
7 "When the Dead Come Knocking" November 25, 2012 5.4 10.43[24]
8 "Made to Suffer" December 2, 2012 5.4 10.48[25]
9 "The Suicide King" February 10, 2013 6.1 12.26[26]
10 "Home" February 17, 2013 5.6 11.05[27]
11 "I Ain't a Judas" February 24, 2013 5.7 11.01[28]
12 "Clear" March 3, 2013 5.7 11.30[29]
13 "Arrow on the Doorpost" March 10, 2013 5.7 11.46[30]
14 "Prey" March 17, 2013 5.5 10.84[31]
15 "This Sorrowful Life" March 24, 2013 5.4 10.99[32]
16 "Welcome to the Tombs" March 31, 2013 6.4 12.42[33]

Home media releases[edit]

Limited Edition Blu-ray packaging

The third season was released on DVD and Blu-ray in region 1 on August 27, 2013,[42] in region 2 on September 30, 2013[43] and in region 4 on September 25, 2013.[44] Special features include eight featurettes—"Rising Son", "Evil Eye", "Gone, But Not Forgotten", "Heart of a Warrior", "Michonne vs. The Governor", "Making the Dead", "Safety Behind Bars", and "Guts and Glory". Five audio commentaries, for episodes "Killer Within", "Say the Word", "Made to Suffer", "The Suicide King", and "This Sorrowful Life". Also included are 13 minutes of deleted scenes across six episodes.[42]

The third season was also released in limited edition Blu-ray packaging, a replica of The Governor's walker head aquarium as seen in season three. The limited edition packaging was designed by Greg Nicotero and sculpted by McFarlane Toys.[45]


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