Welcome to the Tombs

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"Welcome to the Tombs"
The Walking Dead episode
The remaining citizens of Woodbury are brought back to the prison after Andrea dies.
Episode no. Season 3
Episode 16
Directed by Ernest Dickerson
Written by Glen Mazzara
Scott M. Gimple
Original air date March 31, 2013 (2013-03-31)
Guest appearance(s)
Episode chronology
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"This Sorrowful Life"
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The Walking Dead (season 3)
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"Welcome to the Tombs" is the sixteenth episode and third season finale of the post-apocalyptic horror television series The Walking Dead. It originally aired on AMC in the United States on March 31, 2013. In this episode, The Governor (David Morrissey) and Rick Grimes (Andrew Lincoln) prepare for the upcoming assault on the prison. Tyreese (Chad L. Coleman) and Sasha (Sonequa Martin-Green) decide to not participate in the assault and stay on guard duty before preparing to leave as the citizens of Woodbury become increasingly alarmed at The Governor's erratic behaviour. Meanwhile, Andrea (Laurie Holden) struggles to escape The Governor's torture chamber.

"Welcome to the Tombs" was directed by Ernest Dickerson and written by Glen Mazzara. However, the scenes involving Andrea were re-written by Scott Gimple and re-filmed one month after production ended to deliver a more satisfying conclusion. The episode explores the theme of embracing humanity and civilization.

The episode features the death of Andrea, who is bitten by a reanimated Milton in The Governor's torture chamber. It also features the final overall appearance of Sarah Wayne Callies as Lori Grimes via hallucination, as well as Dallas Roberts as Milton Mamet. Guest appearances include Jose Pablo Cantillo, Melissa Ponzio, Emily Kinney, Chad Coleman and Sonequa Martin-Green.

Commentators gave a mixed response, with some praising the atmosphere and theme of the episode as well as arc of the season while others criticized the lack of conclusion towards The Governor's story and Andrea's death. The finale was watched by 12.42 million viewers upon its original airing, which (before the fourth season premiere) was the show's most-watched episode.


The episode opens with a view of The Governor's one good blue eye. The Governor (David Morrissey) is berating and brutally beating Milton (Dallas Roberts) for burning the pit of walkers and betraying his plan to Andrea. Milton wonders what Penny would think of her father now. The Governor states she would be afraid of him; however, she would still be alive if he had been like this all along. He hands Milton a knife and orders him to kill Andrea (Laurie Holden), who is still handcuffed to a dental chair. When Milton refuses and instead attempts to kill The Governor, The Governor turns the knife, stabs Milton multiple times in the torso, and leaves him to die in the room with her. Before leaving, The Governor proclaims, "In this life now, you kill or you die. Or you die and you kill".[1][2]

Meanwhile, Rick (Andrew Lincoln) and his group pack up the prison and load supplies into the cars. Rick tries to talk to Carl (Chandler Riggs), but Carl ignores him. Looking up at the catwalk, Rick sees a hallucination of Lori (Sarah Wayne Callies), dressed as she was on the day she died, staring back at him. Daryl (Norman Reedus) mounts Merle's motorcycle, observing, "Merle never did nothing like that his whole life", referring to his brother's one-man, suicidal assault on the Governor and his forces, and Carol (Melissa McBride) praises Merle (Michael Rooker) for giving them a chance. In the cell block, Michonne (Danai Gurira) forgives Rick for considering The Governor's offer and thanks him for taking her in the day she first arrived. Rick counters: "It was Carl who made the call. He said you belong here. You're one of us."

Back in Woodbury, The Governor assembles and passionately rallies his troops against the enemy. Tyreese (Chad Coleman) informs The Governor that he and Sasha (Sonequa Martin-Green) will fight walkers, not humans, and offers to stay behind to guard the children and elderly. After The Governor returns, Tyreese says he and Sasha will leave if The Governor wants them to. After a tense moment, The Governor consents, hands Tyreese a rifle, and gruffly thanks him.

Woodbury's forces then storm the prison, using a grenade launcher to explode the guard towers with a shock-and-awe approach, while Shumpert rakes the walkways with a mounted heavy machine gun, and the others fire from the backs of the trucks at both the zombies in the yard and at the prison. They use the trucks to storm the prison yard, mow down the fences, and yank off the grated cell block gates, until the spikes Michonne laid earlier flattens one vehicle's tires. The army then moves on foot into a seemingly abandoned prison, where The Governor leads them into the tombs. The Governor finds a Bible Hershel left for him, opened to the highlighted passage, 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." The Governor angrily tosses the book aside.

The Governor hears a noise and directs his troops to split into two groups and investigate the tombs. There, Rick and his group stage an ambush, and discipline breaks down amongst The Governor's people, who panic and flee.

A Woodbury teenager, Jody (Tanner Holland), becomes separated while fleeing the prison and encounters Carl, Beth (Emily Kinney), and Hershel (Scott Wilson) in the woods. Carl and Hershel point their guns at him and the latter instructs him to drop his weapon, but the youth approaches Carl, weapon extended and finger off the trigger, as if to turn it over, but pointed in Carl's direction. Despite the ambiguity of the young man's intentions, Carl shoots him in the head without remorse. Carl later justifies this action to Rick by claiming the young man drew first, an account which Hershel disputes.

In Woodbury, Tyreese checks in on the women and children, who are sequestered in the supply depot. He and Sasha agree they may have to slip out when The Governor returns. A rapidly fading Milton asks Andrea why she stayed in Woodbury after learning her friends were alive. She explains that she wanted to save everyone, "even The Governor, for a while." Milton informs Andrea of pliers he left within grasp behind her and urges her to hurry. She removes her shoes and tries to grab the tool with her feet.

The Governor overtakes the retreating convoy of his surviving assault team, some distance away from the prison, and forces them to stop. When most of the citizen-soldiers express a desire to return to Woodbury and leave the prison group alone, The Governor begins shooting them, killing most of the group, including a shocked Allen (Daniel Thomas May), who wanted to return to the prison to avenge his son's death, and who stands up to The Governor. The Governor spares only Martinez (Jose Pablo Cantillo) and Shumpert[3] (Travis Love), who witness the massacre and recoil in horror. Karen (Melissa Ponzio) hides under a corpse and plays dead, while The Governor shoots the dead bodies in their heads. He eventually runs out of ammunition, and subsequently leaves with Martinez and Shumpert, who are horrified at his inhumane act.

Rick asks Carl about the teenager he shot. Carl points out that Dale, Lori, and Merle all died because he and Rick did not seize opportunities to kill potential threats.

Glenn (Steven Yeun) and Maggie (Lauren Cohan) offer to help guard the prison in case The Governor returns, while Rick decides to finish off The Governor's forces at Woodbury and gives chase, accompanied by Michonne and Daryl. They encounter the abandoned vehicle convoy and some of the former Woodbury soldiers, several now reanimated as walkers, as well as Karen, the only survivor, who is hiding in a truck. Meanwhile, at Woodbury, Milton reanimates and advances on Andrea, who has untied one hand and is desperately working the pliers, trying to free her other hand from the restraints. After she is able to free her other hand, the sounds of a struggle and screams are heard, and then that of a body dropping to the floor.

Tyreese and Sasha are standing guard at Woodbury's gate when Rick's group arrives with Karen. They open fire, and Rick's group fires back. During a lull, Karen convinces Tyreese and Sasha to stand down, explaining how The Governor killed everyone, and Rick, Daryl, and Michonne saved her. Rick's group comes out from their cover with their hands raised. 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, they find Milton dead and Andrea huddling against the wall, revealed to have been bitten. A weak, feverish Andrea apologizes for her actions, explaining that she didn't want anyone to die, and she insists on shooting herself. Andrea asks about Carl, Judith, and the rest of Rick's group and is pleased they are all still alive and that Michonne found Rick's group, as nobody can survive alone now. Daryl concurs that no one ever could. Rick assures Andrea that she is and always will be one of them and gives her his gun for her to shoot herself.

Andrea says goodbye, and the others give her privacy, leaving a tearful Michonne by her side. A gunshot is heard, implicating her suicide.

The episode ends with Rick's group returning to the prison with Andrea's body, and leading a school bus filled with the noncombatant children, elderly, and infirm residents of Woodbury who had remained behind (as well as Tyreese, Sasha, and Karen), much to Carl's dismay. Rick looks at the catwalk where he had seen Lori before, but the hallucination is gone. Meanwhile, The Governor, Martinez, and Shumpert remain at large.


"Welcome to the Tombs" marked the last appearance of Holden (pictured in 2013) as part of the main cast.

"Welcome to the Tombs" was directed by Ernest Dickerson and written by showrunner and executive producer Glen Mazzara. The scenes involving Andrea are re-written by Scott Gimple. It features the last overall and credited appearances of Laurie Holden as Andrea, and Sarah Wayne Callies as Lori Grimes via hallucination. Callies' character was killed in the fourth episode of the season, "Killer Within", although she made sporadic appearances across the season while remaining credited in every episode due to her role in Rick's arc. Although credited, Michael Rooker (Merle Dixon) is the only member of Season 3's ten main cast members to not appear in the episode.

The death of Andrea (Laurie Holden) is featured within the episode, marking one of the biggest departures from Robert Kirkman's source material in which Andrea still plays an active role within the series. This episode also marks the final appearance of recurring actor Dallas Roberts, who portrays Milton.[4][5] In an interview published March 31, 2013, TVLine asked Holden how long in advance she knew about her character Andrea's death. Holden replied, "I didn’t get the official word until a few days before we began [shooting] the finale. It was a shock to everyone. It was never part of the original story docs for Season 3. And it was rather unexpected."[4] Robert Kirkman said: "The comics still exist and I'd urge those people to continue reading the comics where Andrea is still alive. Just know the show is something different and we are telling different stories. It doesn't mean we're not going to see a lot of the big stories and big events from the comic book in the TV show eventually; it just means those things will be a little bit altered from time to time. Hopefully it will be exciting, new and fresh just like it was the first time you read the comic, which is really the goal."[6] Kirkman also said: "It's something that was debated quite a bit. There was a lot of opposition in the writers' room. I bounced back and forth between 'We really shouldn’t kill her' and 'this is a good idea.' In the end it all came together and we decided to go for it. It was definitely something that divided the room to a certain extent."[7]

Holden expressed desires of wanting to continue Andrea's story but she was grateful for the end result: "Do I wish we could’ve seen and explored more of the comic-book-Robert-Kirkman Andrea? Yes. Absolutely. Do I wish that I had more scenes with Michonne showing that friendship? Yes. Absolutely. But at the end of the day, I don’t think I could ask for a better death. I feel like her life mattered, and she died trying, and her heart was in the right place. I feel grateful for that. You can’t have it all."[8]

Glen Mazzara said the decision to kill off Andrea occurred organically throughout the season, and talks of it emerged half-way through. He also addressed that he never planned to faithfully follow the comic book source material anyway, regarding the negative feedback from comic book readers. On the significance of Andrea's death, he said:

I thought it was important that we always show that no one is safe. It's also important to show the effect that these deaths have on our other characters. Andrea's death, for example, I knew Rick was going to finally open up the gates of the prison after a season in which he's trying to hide away from the world and lock everybody away and keep them safe. He realizes what that means -- that our group is now becoming isolated and will be picked off, that his own son is on the road to becoming the Governor (David Morrissey), so he has to open up the gates and let other people in and be compassionate. At the end of the finale, he brings in these women, children and elderly people and the group is going to transform. There needed to be a blood sacrifice for that, and there had to be a price that was paid. Andrea paying that price was important. She is unable to re-enter the group. In a way, a lot of what she did was bring the two groups together. But she's never able to enter the prison and be reunited in a full way with Rick's group. That was an ultimate sacrifice that was worthy of the season finale.[9]

Writing and re-shoots[edit]

The on air of Milton and Andrea's deaths and the characters who discovered their bodies differ significantly from what was originally taped. Dallas Roberts (Milton) and the scene's other actors had to fly back to the set to shoot the altered scene written by Scott Gimple. As Roberts told Entertainment Weekly:[10]

"Originally, the beating scene that started the episode wasn’t there. Originally, I showed up and was led into the room where Andrea was and I took the tools out – the instruments of torture that were laid on the table — and then he shot me in the stomach, completely unexpectedly. And then I was left to bleed out in the same idea basically — you’re going to kill her now. There was a lot more of Milton trying to open the door and him trying to free her from the chains. And then there was a section where he was going to wrap the chain around the neck and try to choke her to death before he turned so she wouldn’t have to deal with Walker Milton, or Biter Milton, as it were.
"And then at the end of that, it was just Tyreese and [Sasha] who found her. Rick and Daryl and Michonne weren’t there. So it was essentially the same idea, except you saw me taking chunks out of Laurie Holden in that version. And then they called us back a few months later to reshoot it and made all those changes. So now you’re not sure if I’ve gotten her until after that door opens, and I think that’s probably why they did it."

At Walker Stalker Con Chicago in 2014, Greg Nicotero and Laurie Holden discussed in depth the death of Andrea. They revealed there were three different versions of the script. One version included Andrea surviving the season finale and saving the people of Woodbury, leading them back to the prison. The other was the one that was written by Glen Mazzara and the aired one re-written partially by Scott Gimple. Holden felt that re-shooting her original death scene two months later was satisfying, because "she needed to be with her friends" and felt that she died with "grace" in the re-shoot as opposed to a "D-movie horror death" in the original run. Holden also revealed that the decision caused Glen Mazzara to lose his job as showrunner, as many of the writers were against the concept. Nicotero felt that Andrea's character got "lost in the writing" for the third season.[11]


Critical response[edit]

The episode received mixed reviews from critics, mainly due to the disappointing prison assault. Zack Handlen, writing for The A.V. Club, rated the episode B+ on an A to F scale and said, "It wasn’t a perfect hour, and once again, there are characters behaving in ways that should’ve been better established over the course of the entire season, rather than just randomly getting pulled out of a hat in the last hour. But it still holds together, and it makes the arc of the season seem cleaner in retrospect."[12] Erik Kain of Forbes.com felt that although the episode had "many great moments", it was overall a disappointing finale, in part because "the show took the easy way out and didn't give us what it's promised."[13] Josh Jackson, writing for Paste, reviewed the episode more positively with a score of 9.3/10, commenting on the theme of "humanity when civilization has crumbled" and how this relates to several characters throughout the show's history and was highlighted again with the characters of Rick, Carl, and The Governor in this episode [14] IGN writer Eric Goldman gave a "good" review – a score of 7.3/10 – praising the prison group's trap and ambush in the beginning of the episode as well as the interesting questions Carl's actions provoke. However, he felt that resting the episode's dramatic conclusion entirely on Andrea's death was ultimately unsatisfying and liked the fact that The Governor survived.[15]


The original broadcast, on March 31, 2013, was watched by an estimated 12.4 million viewers, an increase from the previous episode, to become the most-watched episode of the series,[16] until it was surpassed again by season four premiere with 16.1 million viewers.


  1. ^ Sepinwall, Alan (March 31, 2013). "Season finale review: 'The Walking Dead' – 'Welcome to the Tombs': Prison break? (The Governor's forces converge on the prison, while Andrea and Milton get a room)". Hitfix. Retrieved April 3, 2013. 
  2. ^ M. Giant (March 31, 2013). "The Walking Dead: FRIENDLY FIRE". Television Without Pity. 
  3. ^ "Photo featuring Shumpert and the Governor". AMC TV Photo Gallary, Episode 16. Retrieved April 1, 2013. 
  4. ^ a b Ausiello, Michael (March 31, 2013). "Walking Dead Exclusive: The Actor at the Center of the Season Finale's Tragic Ending Speaks Out — 'It Was a Shock to Everyone'". TVLine. Retrieved April 1, 2013. 
  5. ^ Goldberg, Lesley (March 31, 2013). "'Walking Dead's' David Morrissey Returning as Series Regular in Season 4". The Hollywood Reporter. Retrieved April 1, 2013. 
  6. ^ "'Walking Dead' Dissection: Robert Kirkman on the Major Fatalities and Comic Book Detour". The Hollywood Reporter. April 1, 2013. 
  7. ^ "Why 'The Walking Dead' Killed A Main Character". Huffington Post. April 1, 2013. 
  8. ^ http://tvline.com/2013/03/31/the-walking-dead-andrea-dies-laurie-holden-interview-season-3/
  9. ^ "Emmys: 'Walking Dead's' Glen Mazzara on Killing a Beloved Character". The Hollywood Reporter. June 17, 2013. 
  10. ^ Dalton Ross (April 1, 2013). "'Walking Dead': Dallas Roberts talks about Milton's big moment and the original scenes with Andrea we DIDN'T see". Entertainment Weekly. 
  11. ^ http://www.thewalkerstalkers.com/086-laurie-holden-and-greg-nicotero-qa-panel-walker-stalker-con-chicago-2014/
  12. ^ Handlen, Zack (March 31, 2013). "Welcome to the Tombs". The A.V. Club. Retrieved April 3, 2013. 
  13. ^ Kain, Erik (April 1, 2013). "'The Walking Dead' Season 3 Finale Review: 'Welcome To The Tombs' It Gets Worse Here Every Day". Forbes. Retrieved April 3, 2013. 
  14. ^ Jackson, Josh (April 1, 2013). "The Walking Dead Review (Episode 3.16 "Welcome to the Tombs")". Paste. Retrieved April 3, 2013. 
  15. ^ Goldman, Eric (March 31, 2013). "The Walking Dead: "Welcome to the Tombs" Review". IGN. Retrieved April 3, 2013. 
  16. ^ Hibberd, James (April 1, 2013). "'Walking Dead' finale breaks series records". Entertainment Weekly. Retrieved April 1, 2013. 

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