The Walking Dead: Season 3 Finale “Welcome to the Tombs”

David Morrissey as The GovernorThings I learned from “The Walking Dead” Season 3 finale: how to spell “anticlimactic” and that the inability to multitask may cost you your life in the Zombie Apocalypse.

We open with an extreme closeup on the Governor’s remaining eye; he’s beating up Milton, blaming him for burning the zombies at the pit, because Merle apparently killed eight of the Governor’s soldiers last week. (Go Merle!) The Governor tells Milton that his philosophy is “you kill or you die.” Milton asks the Governor what his daughter would think and the Governor admits that she’d be afraid. “But if I’d been like this from the start, she’d be alive today.”

Milton asks whether the Governor killed Andrea, so the Governor throws Milton into the room with her. He orders Milton to grab the torture tools on the table behind Andrea, and Milton accidentally on purpose drops a pair of pliers in the shadow of the chair. Then the Governor hands Milton a big knife and orders him to kill Andrea. “There’s no way you’re leaving this room without doing this.”

Milton tries to stab the Governor, but his lack of coordination results in the Governor stabbing him repeatedly in the stomach instead. The Governor locks soon-to-be-zombie Milton in with Andrea, saying that “you kill or you die, or you die and you kill.”

At the prison everyone is packing their bags. Carl studies the picture of his parents and him that he got from the bar with Michonne, before he packs it and the sheriff’s badge that once belonged to his father. Outside in the courtyard, even Glenn remarks on how angry Carl seems to be with Rick, and Rick has another vision of Lori sadly watching him from the catwalk.


Carol and Daryl have a thirty-second memorial for Merle. Daryl is still bemused that Merle sacrificed himself for others, saying that he “never did nothing like that his whole life.” Carol assures him that Merle “gave us a chance.” Honestly, I’m still a bit sad over Merle’s demise, even though I think it was the perfect ending for the character. Nothing could make up for all his terrible character traits, but he went out serving the best one: his love for his brother.

Rick’s checking the cells to make sure they didn’t leave anything behind when Michonne comes in to tell him they’re all ready. Well, this is awkward! Luckily for Rick, Michonne is a bigger person than he is (or she prefers her revenge served cold), because she tells Rick that she understands he had to at least consider the deal the Governor offered for her. Rick apologizes (awkwardly) saying that he’s sorry and he came close to doing it. Michonne goes on to say that she never said thanks for the prison group saving her when she first came to them (I think being willing to hand you over for torture and murder cancels out that debt, but maybe that’s just me.) Rick tries ot make a lame joke about how it was the baby formula she was carrying that swayed him and then admits that it was Carl who made the call and decided Michonne was one of them. I like Carl, but I don’t really think a twelve-year-old should be making those kinds of decisions. Carl’s compassion will be at issue later in the episode, though, so I guess that’s why they shoehorned that line in here.

In Woodbury, the Governor gets everyone fired up for the prison raid, saying that the folks at the prison aren’t any different from the zombies. Tyreese, with perhaps more courage than sense, tells the Governor that he and Sasha didn’t sign up to fight other humans, only zombies. He offers to stay and defend Woodbury in the Governor’s absence, and says that he and Sasha will leave after the Governor gets back if that’s what he wants. From the Governor’s facial expression, it’s safe to say they’ll be leaving in body bags.

The Governor’s little army shows up at the prison, guns a-blazing, shooting out guard towers and making a lot of noise. They storm into Cellblock C, where, to their surprise, they find everyone and everything gone. In one of the cells, the Governor notices a Bible with a highlighted passage. As I ponder the fact that they have highlighters that haven’t dried out yet, the Governor reads the pointed message the prison crew have left him: “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.”

Unimpressed with Biblical threats, the Governor breaks up his group, keeping the characters I recognize (such as Martinez) with him and sending a bunch of people I’ve never seen before off with the other group.

Back at the Governor’s dungeon, a dying Milton tells Andrea about the pliers he left for her, and warns her to get them before he turns. Awww, I’m much sadder than I thought I’d be about Milton’s impending demise.

We get a quick shot of Sasha hanging out with the noncombatants of Woodbury before we zoom back to Andrea, contorting herself in an attempt to pull the pliers toward her with her booted foot. Milton, still dying, asks her why she stayed when she found out her friends were out there. Andrea’s attempts to reach the pliers grind to a halt as she tells Milton that she wanted to save everyone, and that she had a chance to kill the Governor. Milton thinks she means the time he stopped her from shooting the Governor, but she’s talking about when she had a knife and didn’t stab the sleeping Governor. (I’m sure she – and Milton – are regretting her failure to Macbeth up and do the deed before Milton got stabbed.) Milton tells Andrea to hurry, echoing my thoughts. Multitasking, Andrea, it’s called multitasking! Talk and contort at the same time!

Daryl, Carol and Michonne

At the prison, we learn that Rick’s group were using the time honored “playing possum” technique, and they’ve actually booby trapped the corridors. Tear gas canisters explode, the siren starts blaring and zombies pop up everywhere. The Governor’s two groups inevitably start shooting at each other. A few minutes of chaos result in the Governor’s entire crew fleeing the prison, only to be shot at by Glenn and Maggie in full riot-gear.

Allen, Tyreese’s erstwhile friend, tries to get the machine gun running, but it’s jammed. Meanwhile out in the woods, Carl tells Herschel that he should be at the prison where the action is. The action is coming to you, Carl! One of the Woodburyians – no more than a kid himself – comes barreling towards where Carl, Herschel, Beth and baby Judith are hiding. Carl and Herschel both point their weapons at the kid and yell at him to drop his weapon, but the kid is either too panicked to react quickly or doesn’t think a boy and an old man are any threat because he keeps hold of his rifle and keeps advancing towards them. Carl shoots him, while Herschel looks dismayed.

Back at the prison, Rick’s group congratulates themselves on their victory, which seems a bit premature, since the Governor and his group are all still at large. Carl insists that he should go along too, and Herschel takes Rick aside to share his concerns about Carl’s killing the boy in the woods. Poor Rick – raising kids is hard enough without having to worry about whether their experiences are creating a new generation of Governors.

The Governor orders his troops back to the prison to finish what they started. The majority have had enough, and don’t want to keep fighting the prisoners, so the Governor guns down all the dissenters until Martinez and the unnamed black henchman are the only ones left. The Governor moves among the corpses, dispensing head shots while Martinez and Unnamed Black Henchman inexplicably don’t kill him. One woman hides underneath a corpse, sighing in relief as the Governor’s ammo runs out. (Though now she’s stranded among a field of soon-to-be-zombies, so there’s that.) Finally, the Governor gets in his jeep with Unnamed Black Henchman and Martinez and drives away to wreak more havoc elsewhere.

Andrea continues to fiddle with the pliers, although now she’s taken her shoes off, it should go a little faster. I take a moment to admire her nice pedicure. It’s good to know some of the finer things in life survived the apocalypse.

At the prison, Rick asks Carl if he killed someone who was surrendering. Carl says he couldn’t take a chance, and reminds Rick that he failed to kill Andrew who came back to wreak havoc, and that he failed to kill the Governor and let him go. He drops Rick’s sheriff badge on the ground.

Daryl Rick has decided to take the fight back to the Governor. For some reason, Daryl takes his motorcycle, the existence of which continues to make zero sense to me. Rick, Daryl and Michonne come across the scene of the Governor’s earlier massacre of his group; many of the dead have already turned, but the lone survivor has managed to barricade herself inside a truck. Lucky for her the prison crew came along when they did.

In Woodbury, Milton is finally starting to turn, and Andrea finally manages to use the pliers to cut one of the handcuffs just as Zombie!Milton comes toward her. Outside, Tyreese and Sasha man the walls as Rick and his group approach. Luckily for them, they’ve brought along the survivor of the Governor’s massacre (Karen) who blurts out what the Governor did. (Finally, someone who shares information in a timely fashion! Let’s please keep this lady around!!)

Tyreese and Sasha join Rick’s group in looking for Andrea. They find a puddle of blood under the door of her cell, and when they come in, they see that Andrea did manage to kill Zombie!Milton, but not before he took a big chunk out of her neck. Michonne’s grief at Andrea’s fate finally makes me misty-eyed.

There’s a touching scene (well it was meant to be touching, anyway) in which Andrea reiterates that she tried, but no one can make it alone. Daryl tells her “they never could” which is sort of the counterpoint to the Governor’s philosophy that “you kill or you die.” Andrea wants to kill herself and the others withdraw, with the exception of Michonne. A shot from the other side of the door tells us that Andrea and her good intentions are no more.

The final scene shows us Daryl leading a motorcade; behind him comes the car with Rick, and a beaten up old schoolbus filled with Woodbury noncombatants, Karen, Tyreese and Sasha. Carl looks annoyed that Rick has returned with the weak, the halt and the lame of Woodbury (particularly in light of their not picking up the poor hitchhiker a few weeks ago!) but I’m glad Rick didn’t hold the Governor against them. Rick looks up, perhaps hoping for a Lorivision of approval, but she’s gone, so I guess that means Rick is sane again.

There were some stellar episodes in Season 3 and on the whole, and I found it stronger than Season 2, but I thought the season finale was disappointing. Although the massive buildup to the Woodbury/Prison showdown ended in a surprising way, the Governor’s inability to die just made him seem cartoonish and I felt that his rather sudden change from manipulative, but outwardly charming, to full-on psycho was a bit forced. Secondly, I find it truly disappointing that the show writes female characters who aren’t warriors like Michonne or Maggie as drippy, nagging annoyances (Lori) or self-deluding incompetents (Andrea) and then kills them off to “redeem” them. It would have been a lot more interesting to me to see Andrea reintegrate into the prison group than it was to see her die essentially for nothing. Although the show did give us a newly self-confident Carol, it also gave her almost nothing to do and hardly any lines in the second half of the season. Here’s hoping the new showrunner for season 4 (who wrote my two favorite episodes in this half of the season) will do better in that regard!

Read more coverage of The Walking Dead on Criminal Element.

Regina Thorne is an avid reader of just about everything, an aspiring writer, a lover of old movies and current TV shows, and a hopeless romantic.

Read all posts by Regina Thorne for Criminal Element.


  1. Steven Hatchell

    Love the walking dead!

  2. Mary Saputo

    You know, we were just talking about this show on Sunday and they explained to me that it was about zombies. When you find out that others you know really like the show, don’t you wonder if you’re missing something? After reading the second paragraph above and “starting” on the third – I have to say – NOPE. I’m not wrong in choosing not to watch. Everyone to their own taste – EVEN IF YOU ARE ALL SICK!

  3. Tatiana deCarillion

    I thought that opening shot was Andrea’s eye…til it obviously wasn’t!

    I know I’m not alone in thinking YAYAYYAYAYAYAY now that Andrea’s gone, btw 😛

    Anticlimactic is the word–the only thing I enjoyed about the episode was Andrea’s demise. Otherwise, it felt like just another episode. Well, ok, the gov going bat-shit crazy was good, too, but wtf was up with his sidekicks just standing there?? Were they paralyzed by fear? Disgusted, but couldn’t look away?

    We heard a gunshot, but didn’t see Michonne emerge from that room. I really was waiting for a 2nd gunshot, thinking that Michonne would kill herself and go be with Andrea in the netherworlds…

  4. MarkBlemish

    I could have done without a school bus, a little too peace, love and understanding – how about some sort of military transport instead.

    Um, I’m not a big one to talk back to the screen but man was I yelling for Andrea to hurry her ass up. And yep, like Merle, she had to die and they gave her a pretty good exit.

    So, that last bit of dialogue between Rick and Carl… Um, what did Rick say? I could not for the life of my 49 year old ears understand it but maybe it was the whisper in Lost in Translation, meant to mean whatever it means to us. But if ya know, do tell.

    I really enjoyed this season, much better than last. When I watch shows like this or Breaking Bad, it makes me wonder why network TV has such a hard time making a good show. The bar has certainly been raised and you’d think they’d notice.

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