The Walking Dead (season 3)

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This article is about the third season of the television series. For the upcoming episodic video game, see The Walking Dead: Season Three.
The Walking Dead (season 3)
Walking Dead Season 3 Official Poster.jpg
Promotional poster
Country of origin United States
No. of episodes 16
Original network AMC
Original release October 14, 2012 (2012-10-14) – March 31, 2013 (2013-03-31)
Season chronology
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Season 2
Next →
Season 4
List of The Walking Dead episodes

The third season of The Walking Dead, an American horror–drama 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 assuming the role of showrunner.

The season was well received by critics, and won for Best Syndicated/Cable Television Series at the 39th Saturn Awards. The series and cast were also nominated in several categories at the 19th Screen Actors Guild Awards and 65th Primetime Creative Arts Emmy Awards.

As in the comics, the season is set in both an abandoned prison and an active rural town of survivors. It introduces several notable characters from the comics, including The Governor, Michonne, Axel, and Tyreese. It also marks the return of Merle Dixon, Daryl's volatile older brother who went missing in season 1. It also features the return of Morgan Jones, the first survivor Rick encountered who he lost contact with in season 1. The season follows Rick Grimes assuming a dictatorial-like leadership over his group of survivors as they survive in a world infested with zombies, called "walkers" in the series. The group inhabits a large, fortified prison, but this security is threatened by the nearby community of Woodbury, led by the nefarious Governor.


Eight months after abandoning the Greene farmstead, Rick leads his near-term wife Lori and the other survivors to a large prison complex. They systematically clear it of walkers, though are forced to amputate Hershel's foot when he is bitten by a walker. They encounter a group of surviving prisoners Rick is highly distrustful of, and kills their leader and abandons another, Andrew, when they try to assassinate him. Andrew, bitter, leads a group of walkers to a breach in the prison's fence, infesting the prison at the same time Lori enters labor while T-Dog is killed saving Carol. Maggie is forced to perform a caesarean section to deliver the child which kills Lori; Carl is forced to shoot Lori to prevent her reanimating, and Rick, after killing Andrew and the walkers, is devastated by the loss. Rick starts to have visions of Lori, and the rest of the group question his leadership abilities.

Meanwhile, Andrea, separated from Rick's group after fleeing the farmstead, has befriended Michonne as they travel. The two are captured by Merle, brother to Daryl and survived being stranded in Atlanta. Merle takes them to Woodbury, a small fortified community of survivors led by the Governor. Though welcomed by the community, they are appalled at the Governor's ruthlessness, sending his men to kill other survivor camps to gain their supplies, and learn that the Governor is bitter over the loss of his family, keeping the reanimated body of his daughter Penny locked up. Michonne urges Andrea to leave with her, but Andrea is exhausted from the last eight months and stays behind to try to convince the Governor to change his ways while confiding with his assistant Milton on his dangerous personality.

Michonne witnesses Glenn and Maggie get captured by Merle and taken to Woodbury; there the Governor uses brutal methods to interrogate them about Rick's group. Michonne goes to the prison to warn Rick; though not fully trusting her, Rick and Daryl go with Michonne and launch an attack on Woodbury to rescue Maggie and Glenn. During the attack, Michonne kills Penny and stabs the Governor in one eye. Glenn and Maggie are freed, and after Daryl is briefly captured, he and Merle are reunited and also escape. Andrea recognizes Rick's group but stays quiet, fearing the Governor's reaction. Meanwhile, another group of survivors led by Tyreese and Sasha enter the prison via the breach; Hershel and Carl allow them to stay, but Rick, during one of his visions of Lori, commands them to leave. Tyreese's group comes across Woodbury, and to gain the Governor's trust, Tyreese offers details of the prison's layout. The Governor launches a preliminary assault on the prison, leading Andrea to try to negotiate peace between the two sides. The Governor offers peace if Rick's group turns over Michonne, whom the group now judge as a valued asset. However, Rick, still trying to make decisions for the group in his remorseful state, arranges a plan to turn her over but changes his mind. However, Merle secretly kidnaps Michonne to take her to the Governor. Michonne convinces Merle to let her go, and Merle uses the situation to take out many of the Governor's men before being attacked by the Governor who while struggling with Merle bites off two of his fingers before shooting him dead. Daryl finds Merle reanimated, and sadly kills him by stabbing him in the head with his hunting knife, multiple times.

The Governor becomes more unhinged; he forces Andrea into a makeshift torture chair, stabs Milton, and locks her there planning on Milton to reanimate and kill her. Milton regains his wits long enough to guide Andrea on how to escape the chair. The Governor launches an all-out attack on the prison but Rick and his group repel it, sending the Governor and two of his commanders fleeing. On the way back to Woodbury, the Governor forces his convoy of vehicles to pull over before turning on his own people and gunning them down. Rick and others take Woodbury to rescue Andrea, and find they are too late, as Andrea has been bitten by Milton. Andrea says her goodbyes to Rick and Michonne before killing herself. Rick's group help escort the surviving Woodbury citizens to the prison to integrate them into their group.


Main cast[edit]

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 is Merle.

The third season features ten actors receiving opening credits billing, with eight returning from the previous season and two new cast members introduced; six were listed as main cast members in the second season, while Lauren Cohan, Michael Rooker and Scott Wilson are promoted from recurring status,[3][4] and Danai Gurira and David Morrissey are added to the main cast as Michonne and The Governor, respectively.[5] However, Scott Wilson and Melissa McBride are credited as "also starring".[6]


  • Andrew Lincoln as Rick Grimes, the series' protagonist, a former deputy sheriff 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, secretly resentful of Lori for her affair with Shane. (15 episodes)
  • 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. (8 episodes)
  • 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. (13 episodes)
  • 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. (13 episodes)
  • 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. (13 episodes)
  • 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. (13 episodes)
  • Chandler Riggs as Carl Grimes, Rick and Lori's young son and Judith's half-brother/brother 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. (14 episodes)
  • 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. (15 episodes)
  • 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. (11 episodes)
  • David Morrissey as Philip Blake / The Governor, leader of the town of Woodbury, father of Penny, and the main 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. (13 episodes)

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. (12 episodes)
  • 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 is the group's primary moral compass and Rick's main adviser who is arguably more right-minded to lead than Rick. (13 episodes)

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. (13 episodes)
  • 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. (3 episodes)


  • 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. (11 episodes)
  • 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. (10 episodes)
  • 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. (10 episodes)
  • 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. (4 episodes)
  • Alexa Nikolas as Haley, a cocky and overly confident female Woodbury guard. (3 episodes)
  • Lawrence Kao as Tim, a member of the Woodbury army. (3 episodes)
  • Arthur Bridgers as Crowley, a member of the Woodbury army. (3 episodes)
  • Donzaleigh Abernathy as Dr. Stevens, a doctor living in Woodbury. (2 episodes)

The Prisoners[edit]

  • 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. (8 episodes)
  • 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. (7 episodes)
  • 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. (3 episodes)
  • Nick Gomez as Tomas, a violent convict and the leader of a group of prisoners who survived within the prison. (2 episodes)
  • Theodus Crane as Big Tiny, the largest of Tomas' group of prisoners but is also the most kindest who has trouble killing walkers. (2 episodes)

Tyreese's group[edit]

  • 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. (6 episodes)
  • 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. (5 episodes)
  • 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. (5 episodes)
  • 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. (5 episodes)


  • Lennie James as Morgan Jones, the first person Rick encountered 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. (1 episode)
  • Jon Bernthal as Shane Walsh, the second season's main antagonist and Rick's former fellow deputy sheriff 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. (1 episode)
  • 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. (1 episode)
  • 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. (1 episode)
  • 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. (1 episode)
  • 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. (2 episodes)


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.[7] 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.[8] Ernest Dickerson directed the season premiere episode.[9] 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.[10] In November 2012, Glen Mazzara announced that Ernest Dickerson would direct the season finale.[11]

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."[12]


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.[13][14]

Talking Dead[edit]

Main article: Talking Dead

A second season had been commissioned in May 2012.[15] 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.[16]


No. in
Title  Directed by  Written by  Original air date  U.S. viewers
20 1 "Seed" Ernest Dickerson Glen Mazzara October 14, 2012 (2012-10-14) 10.87[17]
The group has survived the winter with no deaths. Lori is now roughly 8 months pregnant. After several months on the road, the group finds the prison. Rick, Daryl, T-Dog, Glenn and Maggie fight off walkers outside the prison. They decide to move into the prison the next day and try to make the prison into a safe fortress. Lori, thinking Rick hates her and fearful for her unborn child, confides in Hershel. Elsewhere, Michonne, with whom Andrea survived the winter, tends to a feverish Andrea as they seek safer refuge. Rick's group moves into the prison and clears a cell block for the group. Rick continues to show hatred towards Lori. Rick takes T-Dog, Daryl, Glenn, Maggie, and Hershel to clear off more of the prison. They get separated inside the prison. Hershel searches for Glenn and Maggie, and Hershel gets bitten on the lower leg by a walker. They rush Hershel to the prison cafeteria, where Rick amputates the leg at the knee while T-Dog holds off the walkers. Five prison survivors, trapped in the cafeteria and surviving on pantry food, hear the commotion and come to their location.
21 2 "Sick" Billy Gierhart Nichole Beattie October 21, 2012 (2012-10-21) 9.55[18]
While Rick, Maggie, and Glenn aid the injured Hershel, T-Dog and Daryl confront the prisoners. After bringing an injured Hershel back to the group's cell block, Rick updates the prisoners on the zombie apocalypse of the previous ten months. Tomas appears to be the leader of the five prisoners. He and Rick show extreme tension. The survivors eventually come to an agreement: Rick, Daryl, and T-Dog will help clear a cell block for the prisoners to inhabit, in exchange for half of the prison's food stores. Rick also wants the prisoners to stay away from his group. While the prisoners hone their combat skills under the supervision of Rick's group by taking out multiple walkers, a prisoner named "Big Tiny" is scratched by a walker. While discussing this development with Rick, the prisoners' leader, Tomas, kills Big Tiny on the spot. Daryl and Rick see Tomas as a threat and will be willing to kill him if necessary. Thus, after Tomas sets Rick up to die in the next fight with walkers, Rick immediately kills Tomas. Another prisoner, Andrew, attempts to retaliate but finds himself outnumbered and flees into a walker-infested prison yard, where Rick leaves him to his fate. Rick, Daryl, and T-Dog leave the remaining prisoners, Axel and Oscar, in the promised cell block. Maggie fears Hershel will not survive. When Rick, T-Dog, and Daryl return to their group, Hershel, who had a brush with death while being watched over by the others, awakens after Lori gives him CPR. Rick thanks Lori for her heroics.
22 3 "Walk with Me" Guy Ferland Evan Reilly October 28, 2012 (2012-10-28) 10.51[19]
Andrea and Michonne see a helicopter crash into the forest. While investigating the crash of a military helicopter, a group of men arrive. The men kill various walkers. Michonne is forced to kill her two pet walkers in a vain attempt to remain hidden from the group. Merle Dixon, Daryl's missing brother, is revealed to be part of the group. Andrea faints, and she and Michonne are captured. They are taken to Woodbury, which is a barricaded portion of a town and has 73 residents. Hospitality is provided to both women. The leader of the community, known only as The Governor, tries to win over the two women, though Michonne remains wary. Meanwhile, the sole survivor of the crash, Welles, informs The Governor that he was scouting for a group of ten soldiers who survived their base being overrun. The Governor leads a team to Welles' squad and kills them all for their vehicles, weapons, and supplies. When he returns, he lies and says the squad was killed by walkers. Michonne continues to distrust the Governor, while Andrea is happy about her new "home". In his residence that evening, unable to sleep, the Governor rests with a glass of whiskey in a private room watching three rows of aquariums filled with preserved walker heads, among them that of Welles.
23 4 "Killer Within" Guy Ferland Sang Kyu Kim November 4, 2012 (2012-11-04) 9.27[20]
Axel begs Rick to let him and Oscar join the group. Rick discusses this with the group. T-Dog is the only one who wants the prisoners to join but is unable to convince the others. While the group is admiring Hershel's determination to use crutches, they are surprised by a group of walkers moving through the prison compound, and the survivors are separated while fleeing for cover. Rick, Daryl, and Glenn return from outside the fences to find that the gate was left open and chains were cut, and Rick immediately suspects Axel and Oscar. However, when more walkers are attracted by the prison alarms, Rick's group has to rely on the prisoners to help them quickly find and shut down the generators. Oscar leads Rick and Daryl to the generator room, where Rick is ambushed by Andrew, who had lured the walkers in from the other side of the prison. Oscar gets Rick's gun and shoots Andrew, siding with Rick whose group he and Axel want to join. Meanwhile, T-Dog tries to close the gate that is releasing walkers and is bitten. He and Carol escape but soon are confronted by more walkers. T-Dog sacrifices himself to save Carol, whose head wrap falls off. Daryl later finds it, leading the group to assume she also was killed. Maggie, Carl, and Lori end up hiding in the boiler room. Lori goes into labor, but complications prevent a natural childbirth, so she insists that Maggie perform an emergency Caesarean section. Lori does not survive the procedure. Carl is forced to shoot Lori, his mother, in the head before she reanimates. When the group reunites, Rick hears the cry of a baby. Maggie and Carl appear, holding the newborn. Rick learns of his wife's death and collapses with grief. Back at Woodbury, Andrea grows closer to The Governor and puts off a planned departure indefinitely, despite Michonne's increasing suspicions of the man.
24 5 "Say the Word" Greg Nicotero Angela Kang November 11, 2012 (2012-11-11) 10.37[21]
The Governor hosts a picnic party for the Woodbury residents, which Andrea enjoys. Michonne breaks into The Governor's house to recover her sword, which he'd been displaying in a curio. She overhears a conversation between the Governor, his assistant Milton, and Merle, which leads her to discover a half-dozen captive walkers, who she quickly eliminates. The Governor meets with Michonne after this incident and asks her to stay in Woodbury. In response, she takes her sword and threatens the Governor by putting it up to his neck. Michonne and Andrea are ready to leave when Andrea finally expresses that she can't take another eight months on the outside in fear for her life. She tries to convince Michonne to stay, but Michonne decides to leave on her own. That night at a raucous gathering, Andrea is disturbed to witness that toothless walkers are used for spectacle entertainment in staged fights among residents to raise morale. Back at the prison, everyone is grieving their losses. Rick abandons his parental duties to kill walkers in a rage, so Daryl steps up as leader and takes Maggie on a scavenger run to obtain needed infant formula and supplies for the as-yet-unnamed newborn. They succeed, and Glenn, Axel, and Oscar dig graves for Lori, and T-Dog. The episode closes with Rick in the boiler room where Lori died, awakened from a daze by the ringing of an old rotary telephone, which he answers.
25 6 "Hounded" Dan Attias Scott M. Gimple November 18, 2012 (2012-11-18) 9.21[22]
Rick talks to unknown survivors on the phone. The survivors claim to be in a safe place, away from all the walkers. Rick talks to Hershel about the phone call. Unfortunately, the survivors from the phone call are those of the dead, including Amy, Jim, Jacqui, and Lori. Rick accepts Lori's death and rejoins the group. At Woodbury, Andrea volunteers for sentry duty. She talks to a girl named Haley while protecting the wall. A walker appears, and when Haley fails to kill the walker with her bow and arrow, Andrea jumps down from the wall and kills the walker with her knife. She later confesses to the Governor that she enjoyed the fights, and she and the Governor begin an affair. Merle and three other men, Tim, Crowley, and Gargulio, hunt Michonne, but she ambushes them, killing Tim and Crowley immediately. They are ambushed by walkers, but Merle is able to shoot her in the leg as she runs off. Convinced Michonne is as good as dead, Merle wants to return to Woodbury, but Gargulio wants to pursue her. They argue, and Merle kills the young man for disagreeing. Michonne manages to survive by being covered in walker intestines from the earlier fight and is left alone by the walkers. Michonne flees to a nearby town where she sees Glenn and Maggie arrive for supplies. Merle arrives and, after talking with them, captures Glenn and Maggie and takes them to Woodbury to interrogate them about the location of their group. Michonne takes the supplies and makes her way to the prison. Against all odds, Daryl finds Carol, alive. While Rick watches the prison fences, he sees Michonne and goes to investigate.
26 7 "When the Dead Come Knocking" Dan Sackheim Frank Renzulli November 25, 2012 (2012-11-25) 10.43[23]
Rick and Carl rescue Michonne and bring her into the prison after she collapses while fighting off walkers. After being interrogated by Rick and threatened by Daryl, Michonne tells the group how Glenn and Maggie were taken by the man who shot her and offers to get them inside Woodbury (failing to mention Merle or Andrea by name). Hershel aids the injured Michonne as Rick prepares to rescue Glenn and Maggie. 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. The Governor interrogates Maggie, forcing her to remove her top and threatening to rape her. Maggie also refuses to talk. Merle and the Governor bring Maggie to the same room as Glenn, and the Governor threatens to kill one of them if no one talks. When the Governor puts a gun to Glenn's head, Maggie 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. The Governor also is unsure of Merle's loyalties, since he suspects Merle's brother Daryl may come and try and rescue Glenn and Maggie. Also, Andrea assists Milton with an experiment to test whether or not walkers can retain any of their past memories. After evading a large group of walkers, Rick, Daryl, Oscar, and Michonne finally reach Woodbury's walls.
27 8 "Made to Suffer" Billy Gierhart Robert Kirkman December 2, 2012 (2012-12-02) 10.48[24]
Rick, Daryl, Michonne, and Oscar invade Woodbury and successfully rescue Glenn and Maggie. Glenn informs Daryl that Merle is in Woodbury. Daryl wants to see his brother, but Rick needs him to stay with them so they can safely escape but Daryl is captured. Rick hallucinates and sees Shane - during Rick's hesitation to shoot "Shane", Oscar is shot and killed by "Shane". Rick kills "Shane", but it turns out to be a Woodbury soldier. During this, Michonne sneaks into the Governor's quarters intending to kill him. She finds the Governor's secret room of walker heads. She also discovers Penny, the Governor's daughter, who is a walker. Before Michonne kills Penny, the Governor comes and tries to convince Michonne to let her go. Michonne ignores him and kills Penny. The Governor and Michonne then fight, causing several of the aquariums to break. Michonne grabs a shard of glass and stabs the Governor's right eye. Andrea walks in and has a tense stand-off with Michonne. Then, Michonne leaves and makes her way back to Rick's group outside. Andrea comforts the Governor, who is taken to the Woodbury hospital. Five new survivors fight off walkers in a forest and find their way to the prison. The group is led by Tyreese and consists of his sister Sasha and a family of three, Allen, Ben, and Donna (who is bitten). Carl finds them in the prison and offers them food and shelter. Tyreese is forced to kill Donna before she turns into a walker. Holding a meeting at the arena, the Governor declares that Woodbury was attacked by terrorists and presents to the bloodthirsty people a traitor: The Governor accuses Merle of aiding the enemy and revealing that the attacker they captured is his brother Daryl. Both men are pushed forward into the arena, where the Governor orders them to fight to the death. The crowd chants for them to be killed while Andrea, not having seen Daryl in months, watches shocked and confused.
28 9 "The Suicide King" Lesli Linka Glatter Evan Reilly February 10, 2013 (2013-02-10) 12.26[25]
The Governor forces Daryl and Merle to fight to the death. While they "fight," the Governor's men surround the two brothers with walkers. Daryl and Merle fight off the walkers. Rick and Maggie return to Woodbury to help rescue Daryl. Shots are fired, and Maggie kills Haley. Merle also is rescued, to the group's dismay. On the way back to the prison, tensions mount when Glenn and Michonne discover Merle is returning with them. Daryl explains that Merle could be useful to the group if they end up fighting the Governor again. Rick and the others refuse to take Merle back to the prison. Daryl refuses to leave his brother Merle again and as a result, breaks away from Rick's group, even after Rick pleads with him to stay. Rick questions Michonne, who refuses to communicate, thus angering Rick, who threatens to turn her out on her own once they've patched up her wounds. Back at Woodbury, chaos erupts when all the residents become frightened and some attempt to leave through the compound's front gate. Martinez and other security enforcers block residents from leaving and threaten them at gunpoint. Andrea tries to calm things down. Amid the tension and mass confusion, one resident is bitten by walkers who sneaked in the breach Merle made when he led Rick's group out of the compound. Andrea defuses the situation and kills both stray walkers, leaving the bitten Woodbury resident pleading for help. As townspeople yell that someone should help the bitten man, a stoic Governor appears from his quarters, shoots the bitten member in the head, and retreats inside without saying a word. Rick, Michonne, Glenn, and Maggie finally return to the prison, and Carol and Carl greet them. Beth wonders if the Governor will attack, fearing what might happen to baby Judith. Tyreese pleads his case to stay, but Rick refuses. Hershel then pulls Rick aside, and respectfully implores him to accept them into the prison. Rick appears to reconsider but sees an apparition of Lori on the catwalk above. She is only visible to Rick, whose hallucination and angry, violent outbursts frighten the two groups. Tyreese's group begins to scatter and Glenn urges them to leave.
29 10 "Home" Seith Mann Nichole Beattie February 17, 2013 (2013-02-17) 11.05[26]
Glenn and Michonne plan to attack the Governor by surprise, but Hershel questions Glenn's decision. With Woodbury trying to recover from the recent attacks and The Governor emotionally compromised by the loss of his daughter, The Governor tells Andrea he has decided to cede leadership of Woodbury to her. However, he privately confides to Milton that he does not fully trust her and leaves the town without informing her. Daryl and Merle continue to wander the forest. After helping another group of survivors – Spanish-speaking tourists with a baby – flee a group of walkers, Daryl and Merle begin to have second thoughts about leaving the prison. Meanwhile, at the prison, the situation is worsening as more walkers are entering from the front side of the prison and are retaking areas that had been cleared. Rather than take charge of the situation, Rick wanders the outskirts of the prison following his hallucinations of Lori. He talks to Hershel about his hallucinations while Hershel tries to bring Rick back to "normalcy". Suddenly, The Governor and several of his men attack the prison, killing Axel and destroying the prison's outer gates, allowing walkers to enter the outer yard. Despite losing a henchman in the ensuing firefight (killed by Maggie), the satisfied Governor retreats. Rick is cornered by the incoming walkers but is saved by Daryl and Merle. All three look on as walkers wander the outer yard.
30 11 "I Ain't a Judas" Greg Nicotero Angela Kang February 24, 2013 (2013-02-24) 11.01[27]
After The Governor's first attack on the prison, Rick and his group debate their course of action. Hershel calls Rick out and wants him to take action and step up. In a private moment, while Rick is on watch, Carl confides to his father that he feels Rick should step down from his leadership role until he recovers. In Woodbury, Andrea learns of the attack on the prison and confronts The Governor, who claims he went to the prison to seek peace but was attacked. He begins to form a Woodbury army from anyone in town who can shoot a gun, including adolescents. Disturbed by this, Andrea asks The Governor for permission to visit the prison, but he refuses to give her a vehicle. Undeterred, Andrea asks Milton for his help in escaping Woodbury. Milton refuses to participate and reports back to the Governor, who instructs him to help Andrea escape on foot. In the woods outside Woodbury, Andrea and Milton capture a walker and disable it, as Michonne had done, so Andrea may use it as camouflage among the walkers on the way to the prison. As they do, Tyreese's group appears from the woods and, hearing that Milton is living in a protected town, asks for shelter. Milton takes them back to Woodbury as Andrea leaves to find the prison. Rick's group opens the gate for Andrea, and she is greeted with a mixture of warmth and suspicion. Andrea tries to persuade Rick and his group to make peace with The Governor, but she is informed of the Governor's aggression, and Michonne later reveals to Andrea that The Governor had sent Merle to kill her after she left Woodbury. Carol urges Andrea to end the conflict by returning to Woodbury, sleeping with The Governor to deter suspicion against her, then killing him while he sleeps. Meanwhile Hershel tries to connect with Merle, and Merle in turn tries to make amends with Michonne. In Woodbury, Tyreese's group reveal that they have been in the prison, and they agree to help The Governor in his war with Rick's group. Rick gives Andrea a car and gun so she can return, and he begins to plan a strike on Woodbury with Michonne and Carl. Back in Woodbury, Andrea lies in bed with the sleeping Governor and raises a knife to him but cannot bring herself to kill him.
31 12 "Clear" Tricia Brock Scott M. Gimple March 3, 2013 (2013-03-03) 11.30[28]
Rick, Carl, and Michonne travel back to King County, Georgia, to gather weapons to combat The Governor. Along the way, they encounter a backpacker who begs them to stop, but they drive past without stopping. Carl questions Rick as to why he brought Michonne along. Rick says they have common interests. Michonne appreciates Rick trying to connect with her. When they arrive at King County, a masked man attacks the group. Carl shoots the man, who turns out to be Morgan, the man who originally saved Rick. The group brings Morgan, who was wearing a bulletproof vest and was simply rendered unconscious, to his house and raids his gun supply. Carl and Michonne go on a run, seemingly to acquire a crib for Judith. But first, they go to a café where a photograph of the Grimes family is on display. Carl and Michonne manage to fight through the walkers inside to retrieve the photograph. Meanwhile, Morgan wakes up and has an altercation with Rick, stabbing him in the shoulder. Rick manages to talk some sense into him, and Morgan explains that his son, Duane, was bitten and infected by his turned wife, whom he had been reluctant to put down. Morgan explains that whenever he turned on his own walkie-talkie every day at dawn, Rick never had his on. Rick invites Morgan to return to the prison with the group, but Morgan refuses, not wanting to witness any more death. Morgan's mission, he believes, is to "clear" the world of walkers. Michonne and Carl return with supplies, and Carl tells Rick: Michonne "may be one of us". Carl apologizes to Morgan for shooting him, to which Morgan responds "don't ever be sorry." As they drive back toward the prison, they pass the backpacker's ravaged remains and his discarded backpack. They stop and take the backpack before moving on.
32 13 "Arrow on the Doorpost" David Boyd Ryan C. Coleman March 10, 2013 (2013-03-10) 11.46[29]
Rick and The Governor meet face-to-face in a feed store to negotiate their differences. While Andrea, Daryl, Hershel, Martinez, and Milton wait outside, Beth, Carl, Carol, Glenn, Maggie, Merle, and Michonne remain at the prison. After Daryl and Martinez bond over a walker-killing contest and then smoke a cigarette outside, and Milton and Hershel bond over similar interests; Andrea goes inside to try to encourage a détente between the Governor and Rick. Her attempt fails, and both men ask her to leave. The Governor gives Rick a hard choice: surrender Michonne to him, or the Governor's men will attack and kill everyone at the prison. The Governor gives Rick two days to think it over. Rick, Hershel, and Daryl make their way back to the prison, while Andrea decides to stay with The Governor. Rick, who assumes The Governor will kill them whether they hand over Michonne or not – does not tell the group the choice he was given; instead he tells them they are going to war, and the Governor wants them dead. Back at Woodbury, The Governor reveals his plan to kill the entire group, except for Michonne. Rick confides The Governor's offer, privately, to Hershel, who says Michonne has earned her place in the group and asks why Rick is telling him this. Rick replies, "I'm hoping you can talk me out of it".
33 14 "Prey" Stefan Schwartz Glen Mazzara & Evan Reilly March 17, 2013 (2013-03-17) 10.84[30]
In Woodbury, Andrea begins to suspect that The Governor has no intention of making peace with Rick. Milton finally reveals The Governor's plans to her but stops her attempt to assassinate The Governor. With no other choice, Andrea decides to leave Woodbury to warn Rick and the others, telling Tyreese and Sasha before leaving that The Governor cannot be trusted. Upon learning of Andrea's departure, The Governor immediately leaves to track her down. Meanwhile, Tyreese and Allen get into a fight, with Allen worried that Tyreese's suspicions about The Governor's motives risk getting them thrown out of Woodbury. Andrea finally manages to reach the prison, but The Governor captures her before she can enter it, and moments before Rick would spy her emerging from the woods. When The Governor returns to Woodbury, he learns somebody had burned all of the captured walkers that Woodbury had been gathering as weapons; Tyreese and Milton appear to be the likely suspects. Meanwhile, Andrea is revealed to be tied up in the Governor's secret torture chamber.
34 15 "This Sorrowful Life" Greg Nicotero Scott M. Gimple March 24, 2013 (2013-03-24) 10.99[31]
Rick asks Merle to help deliver Michonne to The Governor, unaware about his plan to ambush and kill whoever delivers her. However, Merle insists on going alone to deliver her, thinking that Rick does not have the spine for it. He then captures Michonne and sneaks her out himself. On the way to Woodbury, Merle and Michonne discuss their situation, and Michonne gets Merle to reveal that while he'd killed 16 men while with the Governor, he never had killed anyone before. Michonne convinces Merle to release her. Merle leads a parade of walkers to the meeting place. As the walkers draw fire from Martinez's ambush party, Merle snipes them. After failing to kill The Governor when Ben accidentally takes the bullet for him, Merle is attacked by a walker and then captured by Martinez's men. Merle is attacked by The Governor, who bites off two of Merle's fingers and then shoots him. Meanwhile, Glenn and Maggie become engaged (after Glenn hacks a diamond ring off a walker). Rick confesses to the group, giving up sole leadership and saying they will have to vote on leaving the prison or stay and fight. Rick notices Michonne returning unharmed. Daryl arrives at the meeting place, where he finds Merle reanimated as a walker and, distraught, kills him.
35 16 "Welcome to the Tombs" Ernest Dickerson Glen Mazzara March 31, 2013 (2013-03-31) 12.42[32]
After Milton fails to prove himself to The Governor by murdering Andrea, The Governor stabs Milton and leaves him to die and reanimate in the torture chamber with her, where it's intended that Milton will "tear the flesh from her bones." The Governor then leads an assault on the prison. Rick's group stages an ambush, led by Glenn and Maggie, and repels the attack. Carl kills a young Woodbury fighter who appeared to hesitantly be putting down his gun, which leads him to argue with his father about eliminating threats. When the surviving members of the Woodbury army express a desire to return to Woodbury and leave the prison group alone, the Governor, while Martinez and Shumpert watch in horror, guns them down and executes them all (including Allen) except for Karen who pretends to be dead but survives and is rescued by Rick, Daryl and Michonne; the four then make their way to Woodbury. The four then arrive at Woodbury and are allowed in by Tyreese and Sasha, who remained behind during the attack. They find Andrea, who killed the zombified Milton, but not before he bit her. Andrea shoots herself with Rick's pistol in order to prevent her own reanimation as a tearful Michonne stays with her to the end. Rick's group returns to the prison along with the residents of Woodbury who stayed behind, while the Governor and his two henchmen remain at large.


Critical response[edit]

Early reactions to the third season of The Walking Dead were positive, garnering "universal acclaim" from a score of 80 out of 100 on Metacritic.[33] On Rotten Tomatoes, 93% of 30 critics gave it a positive review, with an average score of 8.3/10. The site's consensus states, "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."[34]


The series was nominated for Outstanding Performance by a Stunt Ensemble at the 19th Screen Actors Guild Awards and also in several categories at the 65th Primetime Creative Arts Emmy Awards.[35][36] At the 39th Saturn Awards, The Walking Dead won for Best Syndicated/Cable Television Series.[37]

Home media releases[edit]

Season 3 Limited Edition Blu-ray

The third season was released on DVD and Blu-ray in region 1 on August 27, 2013,[38] in region 2 on September 30, 2013[39] and in region 4 on September 25, 2013.[40] 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.[38]

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.[41]


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  24. ^ Kondolojy, Amanda (December 4, 2012). "Sunday Cable Ratings: 'The Walking Dead' Midseason Finale Dominates Night + 'Real Housewives of Atlanta', 'Shahs of Sunset', 'Dexter', 'Sister Wives' & More". TV by the Numbers. Retrieved December 4, 2012. 
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External links[edit]