Key Changes:
Samuels family present, Dale is with Andrea & Michonne, Sasha dies early on, Andrea survives
Main Cast:
Andrew Lincoln as Rick Grimes
Sarah W. Callies as Lori Grimes (Credited ep. 1-8)
Chandler Riggs as Carl Grimes
Laurie Holden as Andrea Harrison
Norman Reedus as Daryl Dixon
Steven Yeun as Glenn Rhee
Lauren Cohan as Maggie Greene
Jeff DeMunn as Dale Horvath
Danai Gurira as Michonne Hawthorne
Chad L. Coleman as Tyreese Williams (Ep. 5-onward)
Michael Rooker as Merle Dixon
David Morrissey as The Governor
Also Starring:
Melissa McBride as Carol Peletier
IronE Singelton as T-Dog Douglas
Garret Dillahunt as Allen Samuels
Jenna Elfman as Donna Samuels
Scott Wilson as Hershel Greene
Guest Starring:
Emily Kinney as Beth Greene
Brighton Sharbino as Lizzie Samuels
Kyla Kenedy as Mika Samuels
Lewis Temple as Axel Henderson
Vincent Ward as Oscar Miller
Nick Gomez as Tomas Jackson
Markice Moore as Andrew Harris
Sonequa Green as Sasha Williams
Dallas Roberts as Dr Milton Mamet
Jose Cantillo as Caesar Martinez
Travis Love as Travis Shumpert
Melissa Ponzio as Karen Russo
Lennie James as Morgan Jones
3x01: Seeds of Survival
After surviving a harsh winter, 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 He and Carl have withdrawn from Lori after her response to Shane’s death.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 an abandoned prison, Rick and Daryl lead them inside, fighting through walkers as they secure parts of the yard and cell blocks. During an attack Hershel is bitten on the leg. With no time to think, Rick amputates his leg to save his life. As they continue clearing, they discover five surviving prisoners still trapped inside, leading to a standoff between the groups.
Elsewhere, Michonne and Dale care for a feverish Andrea while surviving on the road. Andrea grows weaker as the three continue searching for safety.
3x02: The Inmates
Rick claims the prison and tries to strike a deal with the convicts, but their Tomas proves too aggressive. Rick kills Tomas and leaves Andrew trapped outside with walkers after he tries taking revenge. He spares Oscar and Axel, giving them their own cell block while claiming the prison for his group.
Meanwhile, Carol and Lori care for Hershel as he fights to survive after losing his leg. Preparing for Lori’s pregnancy complications, Carol makes Glenn help her practice a C-section on a walker. Later, Hershel finally wakes up, bringing relief to the group.
3x03: A Little Town Called Woodbury
Andrea, Dale, and Michonne witness a helicopter crash nearby. Hoping to find supplies, they investigate but are quickly discovered by Merle Dixon, who takes them to Woodbury. There, they meet the Governor, who presents the town as a safe and civilized community. As Andrea begins seeing Woodbury as a fresh start, Michonne is suspicious of the Governor. Dale questions how they have managed to survive so comfortably for so long.
The Governor later tracks down a group connected to the crashed helicopter and ambushes them, revealing the darker side hidden beneath Woodbury’s peaceful image.
3x04: Killer Within
In Woodbury, Michonne and Dale grow suspicious of the Governor and try convincing Andrea to leave before it’s too late. Andrea refuses, believing Woodbury could still be a real safe haven. Merle questions Andrea and Dale about Daryl.
At the prison, Andrew unleashes walkers into the cell blocks. During the attack, T-Dog sacrifices himself to save Carol, while Oscar kills Andrew before he can escape again. Allen takes responsibility for Hershel, Donna and the kids and as the prison falls apart around them, Lori goes into labor. Maggie is forced to perform a C-section to save the baby, but Lori dies during the birth, where Carl tearfully puts her down before she can turn.
3x05: Say the Word
Woodbury holds a celebration, with the Governor presenting the town as peaceful and thriving. Michonne and Dale become convinced the Governor is dangerous and prepare to leave, but Andrea refuses to go with them. Believing Woodbury can still become something good, she tells them she wants to try to save the town from the inside, asking them to come back for her once she’s finished. The Governor then forces Michonne and Dale out of Woodbury.
Elsewhere, a man named Tyreese and his sister Sasha struggle to survive on the road together, exhausted and running low on supplies as they continue searching for somewhere safe to stay.
Meanwhile, Rick completely shuts himself off from the group in grief. While wandering the prison, he hears a telephone ringing and answers it, believing someone is speaking to him from outside the prison.
3x06: Splintered Minds
Rick’s mental state continues collapsing after Lori’s death as he begins hallucinating her. While searching the prison yard, Daryl discovers Carol alive after believing she died during the walker attack, giving the group a rare moment of hope.
In Woodbury, the Governor sends Merle kill Michonne and Dale. While following Merle, Dale and Michonne witness Glenn and Maggie being captured during a supply run. Wanting to help but badly outnumbered, Dale stops Michonne from intervening, knowing they would likely be killed too. Merle brings Glenn and Maggie back to Woodbury and lies to the Governor that Michonne is dead.
Michonne and Dale eventually arrive at the prison seeking shelter. The group initially prepares for a confrontation, but Rick quickly lowers his weapon the moment he recognizes Dale.
3x07: When the Dead Come Knocking
Merle and the Governor torture Glenn and Maggie for information about the prison and Rick’s group. Glenn refuses to break despite being beaten, while Maggie is pushed to her emotional limit.
Tyreese struggles to keep Sasha moving as her condition rapidly worsens. The two narrowly survive walker attacks while searching for somewhere safe, eventually spotting the prison fences in the distance.
At the prison, Dale reveals that Glenn and Maggie were captured by Merle. Rick immediately prepares a rescue mission despite Hershel warning him not to rush in. Michonne agrees to guide Rick, Daryl, and Oscar to the gates of Woodbury.
3x08: Made to Suffer
Tyreese and Sasha reach the back side of the prison, where Carl discovers them and brings them. Hershel and Carol begin treating Sasha while Tyreese explains what they’ve survived.
Rick, Michonne, Daryl, and Oscar infiltrate Woodbury to rescue Glenn and Maggie. A massive shootout erupts and Oscar is killed while helping cover their escape. Michonne breaks into the Governor’s apartment kills Penny before stabbing the Governor in the eye. Enraged that Merle failed to kill Michonne earlier, he turns on him publicly and forces him into a cage fight against Daryl.
Andrea chooses to stay in Woodbury for the time being, believing innocent people will suffer and to try keeping Woodbury from completely falling under the Governor’s control, convinced she can still prevent more bloodshed.
3x09: The Suicide King
Rick rescues Daryl and Merle from Woodbury during the arena fight, barely escaping alive. Glenn refuses to let Merle stay at the prison after what happened. Not wanting to abandon his brother again, Daryl leaves with Merle.
In Woodbury, Andrea tries keeping the town together while the Governor disappears after Michonne’s attack.
Meanwhile, Allen argues that Tyreese and Sasha deserve a chance to stay, while Hershel grows frustrated by Rick’s paranoia. He still refuses and sends them away despite their condition.
3x10: Alone in the Dark
With Rick mentally checked out, Glenn takes charge around the prison. His leadership creates tension with Hershel, who believes Rick needs to return before things fall apart completely.
Daryl and Merle encounter a family on the road, Daryl wants to help them, but Merle argues they’ll only slow them down, leading to an argument between the brothers. Realizing Merle hasn’t changed, Daryl leaves him and returns to the prison, but Merle follows him.
That night, the Governor launches a surprise attack on the prison, opening fire from outside the fences. During the assault, Axel is killed, and the Governor floods the prison yard with walkers before disappearing back into the night, leaving the group shaken and terrified of what comes next.
3x11: I Ain’t a Judas
Hershel pushes Rick to step back into leadership after seeing the prison beginning to fall apart without him. After Merle insults Donna, Allen nearly attacks him, leading to a heated confrontation that further divides the group over whether Merle can be trusted. Andrea travels to the prison to negotiate peace, but Rick refuses. Before Andrea leaves, Carol quietly urges her to kill the Governor before more people die.
Meanwhile, Tyreese and Sasha arrive at Woodbury searching for shelter, where the Governor welcomes them into the town as he secretly prepares for war with the prison.
3x12: Clear
Rick, Michonne, and Carl leave on a supply run and discover Morgan, who is mentally broken and has become obsessed with clearing walkers. He tries to kill Rick before coming back to normal. Rick tries convincing him to return to the prison, but he refuses.
In Woodbury, Sasha takes a turn for the worse. Milton tries helping her, but the Governor refuses to waste supplies on someone he views as unimportant. Outwardly, he pretends to care while Tyreese remains at her bedside. Andrea realizes Woodbury is far less compassionate than it claims to be as Sasha dies with Tyreese beside her.
3x13: Arrow on the Doorpost
Andrea arranges a meeting between Rick and Governor. While they talk, Daryl and Hershel spend time with Martinez and Milton outside, realizing how similar their groups really are. Dale tells Andrea not to feel guilty about not leaving with him and Michonne. The Governor offers Rick a peace deal, claiming the violence can end if Michonne is handed over.
In Woodbury, Tyreese struggles with Sasha’s death and feels isolated in the town. During this time, he meets Karen, who offers him comfort and kindness as he begins trying to rebuild himself after his loss.
3x14: Edge of War
Rick considers the offer to hand over Michonne. Dale is horrified, arguing that she has earned her place with the group and that sacrificing her would destroy everything they stand for.
The Governor prepares a torture chamber for Michonne, while Tyreese helps Martinez gather walkers without fully understanding what they’re being used for. After realizing the Governor never wanted peace, Andrea races to warn Rick’s group. Before she can reach them, the Governor captures her, dragging her back to Woodbury and imprisoning her inside the torture chamber meant for Michonne.
3x15: This Sorrowful Life
Rick decides not to hand Michonne over, realizing Dale was right. Feeling he’s failed as a leader, he steps back from leadership and tells the group major decisions should be made through votes rather than by him alone.
Merle secretly kidnaps Michonne to trade her to the Governor, but realizes he will never stop hunting Rick’s group no matter what happens. Instead of turning Michonne over, he releases her and decides to strike back at the Governor on his own. He ambushes his men and sabotages their attack, killing several of them before confronting the Governor himself. The Governor brutally kills Merle after a violent fight, leaving him to reanimate alone. Daryl tracks Merle down and finds him turned into a walker. Heartbroken, Daryl is forced to put Merle down himself as the prison prepares for the final attack.
3x16: A World Without Mercy
Trapped inside the Governor’s torture chamber, Andrea convinces Milton and Tyreese that the Governor has lost control and must be stopped from the inside. As Tyreese begins turning against Woodbury’s leadership, Milton secretly helps Andrea try to escape before the Governor discovers their betrayal. Enraged, he kills Milton and leaves him trapped inside the chamber with Andrea after he reanimates. She is forced to fight for her life as Milton turns before it’s too late.
Rick leads the group into an ambush against Woodbury’s army. During the battle, Carl shocks Rick by killing a surrendering young soldier, showing how hardened he has become. The attack throws Woodbury’s forces into panic, and when many of his people try retreating, the Governor snaps and massacres his own army, sparing only Martinez. Karen survives the massacre and later leads Rick’s group back to Woodbury. There, Andrea narrowly survives after managing to kill the reanimated Milton and escape the chamber.
With the Governor gone and Woodbury abandoned, Rick welcomes Andrea, Tyreese, Karen, and the surviving Woodbury citizens into the prison, finally turning it into a true community.
End of Season Character Status:
Survivors:
Rick, Carl, Andrea, Daryl, Glenn, Maggie, Dale, Michonne, Tyreese, Carol, Hershel, Beth, Allen, Donna, Lizzie, Mika, Karen, Martinez, Governor
Deaths:
Big Tiny, Tomas, T-Dog, Lori, Andrew, Oscar, Axel, Sasha, Shumpert, Merle, Milton
Unknown:
Morgan Jones
