Season 3

Episode 1 "Seed"

The group has survived the winter with no deaths. Lori is now 8.5 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.
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Episode 2 "Sick"

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 near-death while being watched over by the others, awakens after Lori gives him CPR. Rick thanks Lori for her heroics.
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Episode 3 "Walk with Me"

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 to remain hidden from the group. Merle Dixon, last seen in Season 1, is revealed to be part of the group. Andrea faints, and she and Michonne are captured. They are taken to Woodbury, a small barricaded town with 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 not trust 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.
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Episode 4 "Killer Within"

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 releasing walkers and is bitten. He and Carol escape, but are soon confronted by more walkers. T-Dog sacrifices himself to save Carol. Her head wrap falls off. Daryl later finds it, leading the group to assume she was also 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 has to shoot Lori, his mother, in the head before she re-animates. 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 in mourning. Back at Woodbury, Andrea grows closer to The Governor and puts off a planned departure indefinitely, despite Michonne's increasing suspicions of the man.
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Episode 5 "Say the Word"

The Governor hosts a picnic party for the Woodbury residents, which Andrea enjoys. Michonne breaks into The Governor's house to get her sword back. She overhears a conversation between the Governor, his assistant Milton, and Merle, which leads her to discover a half-dozen captive walkers. She goes and kills all the walkers. 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 her sword 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, however, Michonne decides to leave on her own. That night at a raucous gathering, Andrea is disturbed to witness that the toothless walkers are used for spectacle entertainment in staged fights 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 nameless newborn. They succeed, and Glenn, Axel, and Oscar dig graves for Lori, Carol, 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.
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Episode 6 "Hounded"

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. He accepts her death and rejoins the group. Against all odds, Daryl finds Carol, alive. 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. 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 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 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, planning to interrogate them about the location of their group. Michonne takes the supplies and makes her way to the prison. While Rick watches the prison fences, he sees Michonne and goes to investigate.
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Episode 7 "When the Dead Come Knocking"

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, threatening to rape her. Maggie also refuses to talk. Merle and the Governor bring Maggie to the same room as Glenn, and threatens to kill one of them if no one talks. When the Governor puts a gun at 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 is also unsure of Merle's loyalties, since he suspects Merle's brother Daryl to 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.
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Episode 8 "Made to Suffer"

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. Unfortunately, Oscar is killed in a desperate gun battle and Daryl is captured. Rick hallucinates and sees Shane. He 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 killing Penny, the Governor comes and tries to convince Michonne to let her go. Michonne ignores him and kills Penny. The Governor and Michonne then get into a fight, causing all the aquarium tanks to break. Michonne takes a piece of glass and stabs the Governor's 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 brought 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 another family of three, names being 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 in 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, her efforts to stop the fight thwarted by The Governor's men.
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Episode 9 "The Suicide King"

Rick and Maggie return to Woodbury to help rescue Daryl. Merle is also 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, and they refuse to take Merle back to the prison. Daryl refuses to leave 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. 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, and returns back inside without ever saying a word. Rick, Michonne, Glenn, and Maggie finally return to the prison, and Carol and Carl greet them. Tyreese pleads his case to stay, but Rick refuses. Hershel then pulls Rick aside, and respectfully persuades 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.

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Episode 10 "Home"

With Woodbury trying to recover from the recent attacks and The Governor emotionally compromised due to 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. After helping another group of survivors 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 previously cleared. Rather than take charge of the situation, Rick wanders the outskirts of the prison following his hallucinations of Lori. 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.

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Episode 11 "Ain't a Judas"

After The Governor's first attack on the prison, Rick and his group debate their course of action. 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 that 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 young adolescents. Disturbed by this, Andrea asks The Governor for permission to visit the prison, but he refuses to give her access to 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 that Andrea may use it as camouflage amongst 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, ask 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 suspicion and warmth. 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 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 Governor who is asleep, but cannot bring herself to kill him.

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Episode 12 "Clear"

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. 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 cafe 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 Rick told him to turn on his walkie-talkie every day at dawn, but Rick never turned it on. Rick invites Morgan to return to the prison with the group, but Morgan refuses, not wanting to witness any more death. Michonne and Carl return with supplies, and Carl tells Rick: Michonne "may be one of us". As they drive back towards the prison, they pass the backpacker's ravaged remains and his discarded backpack. They stop and take the backpack before moving on.

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Episode 13 "Arrow on the Doorpost"

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 detente between the Governor and Rick. Her attempt fails; 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 excepting 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 was hoping you would talk me out of it".

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Episode 14 "Prey"

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. When The Governor returns to Woodbury, he learns that somebody had burned all of the captured walkers that Woodbury had been keeping 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.

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Episode 15 "This Sorrowful Life"

Merle is asked by Rick to help capture Michonne and deliver her to The Governor. Correctly predicting that Rick won't have the stomach to carry out his decision, Merle captures Michonne and sneaks her out himself. On the way to Woodbury, Merle and Michonne discuss their situation. 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. Merle is attacked by a walker and then captured by Martinez's men. Merle is attacked by The Governor, who bites off two of his fingers and then shoots him. Meanwhile, Glenn and Maggie become engaged to be married. 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 kills him.

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Episode 16 "Welcome to the Tombs"

After Milton fails to prove himself to The Governor, he stabs Milton and leaves him to die and reanimate in the torture chamber with Andrea. He then leads an assault on the prison, but Rick's group stages an ambush, led by Glenn and Maggie, and repel the attack. 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 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 she was bitten by him. 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 henchmen remain at large.