Season 3 Poster
The third season begins several months after the group escaped the farm, and Lori is in the final days of her pregnancy. The group stumbles upon an overrun prison and sets about converting it into their new home. While securing the prison, a walker bites Hershel in the ankle and Rick is forced to amputate it to prevent further infection. They soon find several surviving inmates who have been trapped in the cafeteria. While Rick, Daryl and T-Dog help clear a separate cellblock for the inmates to live in, most of the prisoners are killed. Rick's group helps the surviving prisoners — Axel and Oscar — clear a separate cellblock, but they soon join Rick's group. A walker breakout later splits everyone up. T-Dog is bitten in the struggle and sacrifices himself to save Carol, while Lori goes into labor and insists that Maggie perform an emergency Caesarean section to save the baby. The operation kills Lori, and Carl is forced to shoot her to prevent reanimation. After several days of mourning, Carl and Rick name the baby Judith.
Meanwhile, Michonne and Andrea are taken to the town of Woodbury, a heavily fortified haven. They meet The Governor, the town's leader, and learn that Merle Dixon — Daryl's older brother — has taken refuge there as well. Michonne is immediately suspicious of The Governor and the settlement and decides to leave, but Andrea refuses to go with her. Merle is ordered to hunt down Michonne but only manages to wound her. He subsequently captures Maggie and Glenn while they are out scavenging. Michonne, who witnesses the abduction, eventually arrives at the prison and then guides Rick, Daryl, and Oscar back to Woodbury on a rescue mission. The team saves the couple, but Oscar is killed and Daryl is captured. Michonne stays briefly and attempts to slay The Governor; only she kills his reanimated daughter Penny (whom The Governor had kept chained in a back room in his apartment) and stabs him in the eye with a shard of broken glass during a scuffle. In the aftermath, The Governor calls an assembly and publicly accuses Merle of treason, reuniting him with Daryl in front of the angry mob and ordering them to fight each other. Rick and Maggie come back and rescue them, but after regrouping outside of town, Daryl decides to leave with Merle, as Rick won't allow Merle to join their group.
Back at the prison, Carl meets another band of survivors — led by Tyreese and his sister Sasha — and shelters them. Rick returns, but while he is speaking to the newcomers, Lori appears to him in a hallucination, launching him into a rage and ordering Tyreese's group to leave. They eventually find sanctuary in Woodbury. The Governor and a small team attack the prison the next day, killing Axel and breaching the outer fence before retreating. Merle and Daryl, having decided to rejoin Rick's group, return and help him fight off attacking walkers. Rick and Carl, with Michonne in tow, return to the Grimes' hometown to gather weapons. There, Rick finds Morgan again and learns Duane was killed by his reanimated mother, whom Morgan couldn't bring himself to kill after she turned. Instead of joining Rick, Morgan chooses to stay behind.
Andrea arranges a meeting between Rick and The Governor, who promises to end all hostilities in exchange for having Michonne handed over to him. Secretly, however, he plans to slaughter the prison group anyway. Andrea discovers the plot and attempts to escape to the prison, but The Governor captures her. Rick tells Merle about the deal and agrees to do the "dirty work" of kidnapping Michonne and handing her over. En route to the meeting point where the Governor is, Merle and Michonne talk, and Merle has a change of heart and releases her. He goes on to foil The Governor's planned ambush and is killed. Daryl then finds Merle reanimated as a walker and is forced to kill him.
The Governor orders Milton to kill Andrea, and when his former advisor refuses, The Governor fatally stabs Milton and locks him in a room with Andrea, so that he will kill her after he turns. The Governor then leads an assault on the prison, but Rick's group stages an ambush and repels the attack. When the frightened Woodbury soldiers suggest leaving the prison alone, The Governor guns most of them down. Rick, Daryl, and Michonne find Karen — the massacre's sole survivor, except for two of The Governor's henchmen — while on their way to Woodbury to finish off The Governor; Karen convinces Tyreese and Sasha to allow them in when they arrive. They then find Andrea alive but suffering from a bite from the zombified Milton. Andrea uses Rick's revolver to commit suicide with Michonne by her side. The season ends with Rick's group returning to the prison along with the remaining Woodbury survivors, while The Governor's whereabouts remain unknown.