Season 3

S3E1 · Seed

After enduring the winter on the road, the group has hardened and united firmly under Rick 's leadership. He and Carl have withdrawn from Lori after her response to Shane 's death. When they discover a prison, Rick and Daryl lead the group inside to clear it of walkers. Hershel is bitten on the ankle. As Rick amputates his leg to try save him, they discover five convicts surviving inside. Meanwhile, an ailing Andrea is cared for by Michonne.

S3E2 · Sick

In their haste to amputate Hershel Greene 's infected right leg while clearing out the prison, Rick and his group encounter five living prisoners, Tomas (Nick Gomez), Andrew (Markice Moore), Big Tiny (Theodus Crane), Axel (Lew Temple), and Oscar (Vincent M. Ward). Rick, Daryl, and T-Dog keep the prisoners at a distance, learning they have been shut away for the last ten months and were unaware of the extent of the walker epidemic. Tomas believes the prison should be theirs, but Rick asserts that since they spilled blood to clear it, the prison belongs to Rick's group.

However, Rick does offer to let the prisoners stay in a separate cell block and split the supplies, threatening them with death if they cross into his group's territory. The group returns to their cell block where Hershel is kept in a separate cell and watched over in case he turns. Rick keeps the prisoners in a locked cell temporarily. Rick later tells Lori he does not trust the prisoners and considers killing them.

Rick offers to help the prisoners clear a cell block and he, Daryl, and T-Dog provide them melee weapons as they show them how to fight off walkers. During this, Big Tiny breaks formation and is scratched in the back by a walker. Unable to save Big Tiny as they had with Hershel, Tomas hacks at Big Tiny with an ax mercilessly to kill him, making Rick and the others uneasy. Later, Tomas disobeys Rick's instructions as they clear out a room, forcing the group to deal with a mass of walkers.

In the chaos, Tomas attempts to assassinate Rick twice. Eventually, the walkers are subdued, and Rick confronts Tomas. Tomas claims he was reacting instinctively but Rick drives a machete into Tomas' head, killing him. Andrew reacts by trying to hit Rick with a baseball bat but Rick knocks him down. Andrew runs outside into a courtyard filled with walkers. Rick locks Andrew out, despite his pleas to be let back in. Oscar and Axel profess no knowledge of Tomas' or Andrew's plans and surrender their weapons to Rick's group, and he keeps to his word, letting them stay in the cleared block.

Meanwhile, Carl takes off on his own to get medical supplies from the infirmary, and though successful, is scolded by Lori. Carol has Glenn help her capture a female walker to allow her to practice performing a C-section, as Hershel may not be able to help when Lori goes into labor. They are unaware they are being watched from outside the prison fence by an unknown figure. Hershel starts to show signs of recovery, and is conscious after Rick returns from the other cell block. Later on, Lori tries to strike up an intimate conversation with Rick, who simply thanks her for helping with Hershel, and then walks away.

S3E3 · Walk with Me

Andrea and Michonne are drawn to a helicopter crash, where they are captured by Merle. He provides them shelter and medicine at Woodbury, a safe and well-organized town of survivors helmed by the Governor. Andrea is impressed and wants to stay while Michonne distrusts them. The Governor tracks the helicopter to a remaining group of soldiers and ambushes them, stealing their weaponry and claiming their heads as trophies.

S3E4 · Killer Within

Michonne tries to convince Andrea to leave Woodbury while Merle presses her for information on Daryl. At the prison, walkers are unleashed upon the group. T-Dog is bit and sacrifices himself so that Carol can escape, but she presumably dies too. Oscar and Axel help Rick, Daryl, and Glenn search for the others. They find Andrew, who survived and sought revenge upon them, but Oscar kills him. Meanwhile, Lori goes into labor and becomes trapped within the tombs. Maggie is forced to perform a fatal C-section to save the baby. Carl shoots Lori to prevent reanimation. As the survivors regroup, Rick is devastated.

S3E5 · Say the Word

Woodbury throws a party to celebrate their success, culminating in a caged fight between Merle and Martinez. The Governor locks his daughter Penny, a walker, inside his room. Michonne rebels, forcing the Governor to exile her from Woodbury. Andrea decides to stay. At the prison, the survivors mourn their losses. Daryl and Maggie find powdered formula to feed Lori's baby. Rick grows unhinged and goes on a walker killing rampage. He hears a telephone ring and answers.

S3E6 · Hounded

Rick entertains imaginary phone calls with other survivors, wrestling with his failure to provide a safe shelter for the group. This culminates in a cathartic discussion with Lori, prompting Rick to finally adopt responsibility for the baby. Daryl finds Carol alive in the tombs. The Governor enters a relationship with Andrea. Meanwhile, he sends Merle to assassinate Michonne, but she escapes. The two later converge with Glenn and Maggie, who are gathering baby formula. Merle captures Glenn and Maggie and returns to Woodbury, where he lies to the Governor about Michonne's fate. Michonne arrives at the prison with the baby formula.

S3E7 · When the Dead Come Knocking

At the prison, Rick and Carl observe Michonne, who remains at the prison fence with infant formula and other supplies collected by Glenn and Maggie, the walker guts she is covered in keeping her undetected by the walkers that roam outside the prison. As they debate, they notice the walkers starting to turn toward Michonne and due to being shot in the left leg earlier by Merle, she stumbles as she tries to defend herself. Rick and Carl quickly stop the walkers and bring her inside, locking her in a cell near their cell block and taking away her katana.

Michonne refuses to talk when they ask her questions. When they see the supplies that she had brought, they know she is aware there was a newborn at the prison, and both Rick and Daryl threaten her. She explains she had overheard Maggie and Glenn before they were taken to Woodbury by the man who shot her, though she does not reveal either Merle or Andrea 's names while describing the town. Rick determines that they need to rescue Glenn and Maggie, and Michonne offers that she can help get them into the town.

Rick asks for volunteers, and while many offer, Rick decides to limit the group to himself, Daryl, Michonne, and Oscar. As they arm themselves from the prison's supply and prepare to leave, Rick thanks Daryl for taking charge of the group while he struggled with the loss of his wife Lori, and agrees with Carl's name for the newborn, Judith, borrowed from one of his teachers.

In Woodbury, Merle reminds Glenn how he left him to die in Atlanta. Merle first threatens to harm Maggie to coerce him to talk, and then turns to violence by beating Glenn up in retaliation for headbutting him in his broken nose. Glenn stays quiet, though he states that a large battle-hardened group will come to rescue him. When pressed for names, Glenn iterates several, including Andrea's name, unaware that Andrea is safe within Woodbury. Merle realizes Glenn is lying, and locks a walker in the room with Glenn while he is still tied to a chair.

Glenn manages to fend off and kill the walker while breaking free of his restraints. Separately the Governor interrogates Maggie, and when she refuses to talk, he makes her take off her shirt and bra, threatening to rape her. Maggie remains silent and refuses to cooperate, even as the Governor threatens to harm Glenn, and he leaves her alone. The Governor then brings the two of them together, and threatens to kill Glenn in front of Maggie. Maggie finally relents, revealing that they come from a small group at the nearby prison.

Leaving the two alone, the Governor and Merle are surprised that a group so small could take a prison that deep in the dangerous Red Zone. The Governor becomes nervous that he is still being lied to, and begins to question Merle's loyalty to him, though he asserts he is still loyal to Woodbury. The Governor assigns Merle and Martinez to scout the prison to verify Maggie's information.

Elsewhere in Woodbury, Andrea continues her affair with the Governor, and to avoid informing her of Maggie and Glenn's capture, he assigns her to help with Milton 's research into walkers. Milton is observing a volunteer, Michael Coleman (Peter Kulas), who is slowly dying from cancer, to learn about how much memory retention walkers keep. Coleman finally dies and reanimates while secured to a bed. Milton believes that unsecuring Coleman would help Coleman provide better responses for his study, and proceeds to do so. Andrea quickly kills the reanimated Coleman before it can harm him. Milton realizes his theories are wrong, and Andrea escorts him from the room.

Rick, Daryl, Michonne, and Oscar drive about a mile from town, planning to go on foot the rest of the way. As they travel, they are caught in a pack of walkers, and forced to take shelter in a small cabin. The cabin is occupied by a hermit (Alex Van), who panics and tries to hold them at gunpoint while shouting at them, attracting the walkers. Michonne kills him, and they push his body out the front of the cabin to lure the walkers away while they escape out the back. With Woodbury in sight, the group takes cover near a freight train to assess the situation, while on the other side of Woodbury's walls, Andrea approaches the Governor, explaining how Milton's test went and the Governor holds her to explain everything will be all right.

S3E8 · Made to Suffer

Tyreese, a burly survivor, leads his group into the backside of the prison and is rescued by Carl. Michonne guides Rick's party into Woodbury, where they trigger a shootout to rescue Glenn and Maggie. Unbeknownst to both sides, the conflict pits Merle and Andrea against Rick, Daryl and Michonne. Oscar is killed and Daryl is captured. Michonne ditches Rick and confronts the Governor in a violent brawl. She wounds his eye, kills Penny, and exposes his psychopathy to Andrea. As revenge for sparing Michonne, the Governor pits Merle against Daryl in a cage fight.

S3E9 · The Suicide King

Rick and Maggie rescue Daryl and Merle, but Glenn forbids Merle from returning to the prison. Unable to abandon his brother again, Daryl leaves with him. Rick promises to exile Michonne for ditching them in Woodbury. Glenn presumes that the Governor raped Maggie and blames Rick for not targeting him. Woodbury is in a panic after the shootout. While the Governor has seemingly left his post, Andrea restores order. Hershel tries to persuade Rick to let Tyreese's group join them, but Rick hallucinates a vision of Lori and becomes unhinged.

S3E10 · Home

Rick wanders the woods outside the prison while Daryl attempts to survive with Merle. With no clear leader, Glenn takes charge but wrestles angrily with his failure to protect Maggie. Hershel asks Rick to return, but he is driven mad by visions of Lori. Daryl helps a family with a newborn, which prompts an argument with his brother. Merle is shaken to learn that Daryl was similarly abused by their father yet did not become poisoned with resentment and self-interest. Daryl leaves Merle and returns to the prison. The Governor attacks the prison, killing Axel and flooding the field with walkers.

S3E11 · I Ain't a Judas

Following The Governor 's brief but costly attack on the prison, Hershel wants to abandon it. Merle points out it is too late for that; The Governor has had enough time to block all possible escape routes. Moreover, The Governor can besiege the prison and starve them out. Rick and Glenn, however, argue that the group should stay, even though they don't have enough ammunition to clear out the walkers. Rick begins to walk away causing Hershel to challenge him to get his head clear so that he can lead them. Even Carl sees his father would benefit from some rest, and suggests that he let Hershel and Daryl take charge.

The Governor is readying Woodbury for total war. Civilians, including adolescents and disabled citizens, are given weapons and taught to use them, in preparation for combat. Andrea is disturbed by this and asks to leave to negotiate a peace with the prison, but The Governor discourages her, implying that she will not be welcomed back if she leaves.

Andrea asks Milton to help her sneak out, which Milton reports back to The Governor (as per his assignment to "keep tabs on her"). The Governor tells Milton to help her. In the woods, Milton helps Andrea capture and disable a walker, hacking off its arms, breaking its jaws, and tethering it, imitating Michonne. While they are doing so, Tyreese 's group comes upon them and kills several approaching walkers. Milton agrees to take Tyreese's group back to Woodbury, while Andrea leaves with her disabled walker for the prison.

At the prison, Glenn quietly suggests handing Merle over to The Governor in a desperate hope of appeasing him. Merle, meanwhile, tries to make amends with Michonne for trying to kill her, stating he was only following orders and was not proud of all that that entailed.

Andrea's arrival at the prison is met with distrust, especially from Rick, who handles her harshly while searching her for weapons. After catching up on the deaths the group has suffered, she warns them that Woodbury is getting ready for a war and offers to negotiate a truce. Believing that peace is not an option, Rick tells Andrea to help them sneak inside Woodbury for a surprise attack, but she refuses. Michonne later relates to Andrea her story of how Merle was sent by The Governor to kill her, demonstrating that he won't allow anyone to leave or live who isn't under his control.

At Woodbury, Tyreese's group has been brought to the infirmary building where they are cleaned up. The Governor gives them his friendly welcome-speech and discusses their ordeals. Allen reveals that they'd been at the prison, where the "crazy" leader, named Rick, chased them out. Tyreese gives The Governor the same offer he'd extended to Rick: to help out and earn their keep. The Governor asks if they could provide a layout of the prison. Allen and Tyreese, wanting admission into Woodbury, gladly agree, while Sasha remains reluctant.

While Andrea is visiting Judith, Carol quietly pressures her to assassinate The Governor. The group gives Andrea a car for her return trip to Woodbury, where she is again greeted with an array of weapons pointed at her. She gives The Governor a full report. Back at the prison, Beth begins singing Tom Waits' "Hold On" in order to boost morale. Whilst Beth sings, Rick states that he will be going on a run for weapons. He and Merle also share an antagonizing look. Later, in his bedroom when he is asleep, Andrea brings a knife to The Governor's throat and contemplates killing him but cannot bring herself to do so.

S3E12 · Clear

Rick Grimes, his son Carl, and Michonne go on a scouting run to retrieve weapons in preparation for an impending attack by The Governor. Carl privately expresses his reservations about the trustworthiness of Michonne. Along the way, the group passes a lone hitchhiker (Russ Comegys) and ignore his pleas to stop.

Rick drives them to his hometown, and finds that the sheriff's station has been cleared out of weapons. Knowing he gave out several gun permits to local businesses, they go to the town's center but find it booby trapped. A masked gunman from a roof demands they drop their weapons, but this leads to a gunfight. Carl shoots the gunman's ballistic vest, knocking him unconscious. They find he is Morgan Jones, the first person Rick met after waking from a coma following the apocalypse. They take Morgan to his apartment, finding a large stash of guns and ammo. Rick sees a drawn map of the town created by Morgan, learning that his neighborhood has been "burned out".

Rick wants to stay until Morgan wakes, while Carl offers to search for supplies including a crib for his infant sister Judith. Rick agrees, but insists Michonne go along with him. Carl walks past a baby store to Michonne's confusion, and enters a café. He takes a picture off the wall of his family, as a way to show Judith what her mother looked like. However, they arouse some walkers within the cafe. Michonne pulls Carl out but he drops the picture. Michonne returns inside and obtains the picture, as a well as a papier-mâché cat sculpture, and reunites with Carl safely outside. They return to the baby store to obtain the crib and other supplies.

Meanwhile, Morgan wakes up, and instinctively tries to stab at Rick before Rick calms him down. They both apologize for failing to keep in contact by walkie-talkie after Rick left. Morgan mourns the loss of his son, Duane, when he was bitten by Morgan's undead wife, which he could not come to dispatch in time. Since then, he has found a purpose by keeping the town center and nearby buildings clear of walkers. Rick insists he come with them to the prison, but Morgan refuses, not wanting to watch everyone die. He does allow Rick to take some of his weapons.

Carl and Michonne return, and Carl apologizes to Morgan for shooting him, but Morgan tells him to never be sorry. Rick, Carl, and Michonne gather the offered weapons and depart. As they return to the vehicle, Carl confides to Rick that Michonne "may be one of us". Michonne later talks to Rick, informing him that she saw him talking with his dead wife, but admits she also used to have similar episodes in talking to her dead boyfriend. As they drive back, they pass the corpse of the hitchhiker they had passed earlier. They stop the car only to collect his backpack, and then drive on.

S3E13 · Arrow on the Doorpost

In an attempt to stop further bloodshed, Rick meets and negotiates with The Governor in a feed store, who shows himself to be unarmed but secretly has a pistol taped underneath the table. Both men have brought their respective support, as outside Daryl and Hershel meet with Martinez and Milton. The initially hostile groups begin to socialize with each other, as Daryl and Martinez kill walkers together and Milton examines Hershel's leg.

Having apparently brokered the summit, Andrea enters the barn to join the discussion. Rick reveals his plan of a clear territorial division with a river as a border, but The Governor refuses and is present only to accept the "surrender" of Rick's group. The Governor dismisses Andrea, as does Rick, so they can talk further. Outside, Hershel confirms to Andrea that The Governor abused Maggie, before offering her the chance to come back to their group, though it will mean permanently.

Back at the prison, Merle wants revenge and is fearful for his brother. He argues to preemptively attack The Governor at the meeting, but the others are committed to obeying Rick's orders and stay put, fearful of potential casualties.

In the meeting, The Governor blames Merle for his own atrocities. He reveals that he has surveillance on Rick's group and warns that Woodbury has superior manpower and firepower. Eventually The Governor offers whiskey and relates his sympathetic story about his wife's death, to which Rick drinks. However, Rick expresses some skepticism, though The Governor then reveals one final offer: Rick must hand over Michonne, or have his whole group annihilated. The Governor gives him two days to decide and meet.

Both groups depart after the meeting and though reluctant, Andrea chooses to go with The Governor and his group. The Governor returns to Woodbury and secretly orders Martinez to set an ambush at the feed store, to bring Michonne back alive, and to kill Rick and any of his people who show up to the meeting. Milton takes exception to the ruthlessness of the plan but does not press the issue, while The Governor keeps the agreement terms from Andrea.

At the prison, Rick tells the group that The Governor wants them all dead and that they are going to war. He privately confides to Hershel the true terms of the agreement but, while knowing The Governor would kill them all anyway, he must consider the possibility it would not happen and if safety for the prison can be guaranteed in exchange for one member.

S3E14 · Prey

The episode cold opens with a flashback to Andrea and Michonne on their own. Andrea asks if she knew Michonne's chained walkers before they turned, but she states they weren't human in the first place.

In the present The Governor is preparing a cell for Michonne at Woodbury, complete with a dental chair and a number of tools to inflict torture. Milton warns Andrea that the Governor has reneged on the deal with Rick's group at the prison, and plans to kill them all and capture Michonne. Andrea considers assassinating the Governor, but Milton knows that his second-in-command, Martinez, will follow through on the Governor's plans. Instead, Milton urges Andrea to escape and warn Rick and the others. Andrea agrees but cannot convince Milton to come, and challenges him to stop looking the other way from the Governor's immoral actions.

The Governor, Martinez, and others prepare to set off for the prison under pretense of following on the deal. Andrea wishes to come along, but Martinez confiscates all but her knife. The Governor insists that this is to keep her safe and separate from their operation until they meet with Rick. Andrea does not buy this, and sneaks out over the Woodbury wall guarded by Tyreese and Sasha. Tyreese tries to stop her, but Andrea warns him off with the knife and cautions him the Governor is planning terrible things. Tyreese and Sasha report Andrea has forced her way out (but not her specific reasons) to the Governor, who claims this was from Andrea being alone prior to coming to Woodbury and becoming paranoid. After lambasting Milton for encouraging Andrea to leave, the Governor sets out on his own to find her.

Andrea keeps ahead of the Woodbury search team while avoiding walkers. She soon finds that the Governor is close behind her, and she ducks inside an abandoned factory to hide. The Governor tracks her down, but she manages to set several walkers on him as she escapes. She finally nears the prison, seeing Rick outside, and is about to wave to him, when the Governor, having escaped the factory, grabs her from behind and silences her. Rick, who has been suffering hallucinations of dead companions, believes this was yet another such incident.

While the Governor tracks Andrea, Martinez takes Tyreese, Sasha, and Allen to the Biter Pits to collect captive walkers they will use in the attack. Tyreese refuses to help, and Allen criticizes him for not accepting the Governor's ways. Tyreese grabs Allen and holds him over a Biter Pit, reminding him that Allen's late wife Donna had looked to Tyreese for protection over Allen. Sasha talks Tyreese into letting Allen go safely.

The next day, Martinez finds that the Biter Pits have been set ablaze, incinerating the walkers, and he presumes Tyreese committed the act. The Governor returns to Woodbury and, with his usual charm, addresses Tyreese and Sasha's concerns (about feeding people to walkers and killing women and children) by telling them he's using the biters as a scare tactic, a bluff to try to save lives. Tyreese's surprised reaction, when The Governor asks how he got gasoline to burn the biters, suggests his innocence. Milton's mentioning the burning of the walkers to The Governor and the latter's reaction imply The Governor now suspects Milton. When Milton asks The Governor if Andrea is dead, he states, "I hope not." In the final scene she is shown, bound and gagged, in the dental chair in The Governor's workshop.

S3E15 · This Sorrowful Life

Rick decides to give Michonne to the Governor against Hershel and Daryl's judgement. After enlisting Merle's help, Rick changes his mind, but Merle has already taken Michonne to fulfill the deal. Rick comes clean to the group and resigns leadership, delegating the major decisions to a vote. Merle decides to release Michonne and sabotages the Governor's men. The Governor kills Merle and leaves him to reanimate. Daryl discovers him and puts him down.

S3E16 · Welcome to the Tombs

The Governor kills Milton in Andrea's cell, where he turns and bites her. Woodbury's army attacks the prison but flees when Rick leads an ambush. Carl kills a surrendering soldier, terrifying Rick. Furious at their retreat, The Governor massacres his army and leaves with Martinez. Karen survives and leads Rick back to Woodbury, where Michonne consoles Andrea before her suicide. Rick welcomes the Woodbury citizens to the prison, healing his guilt from Lori's death.