Season 3 (TV Series)

Season 3 of AMC's The Walking Dead consists of sixteen episodes; it premiered on October 14, 2012, and concluded on March 31, 2013. On October 25, 2011, The Walking Dead was renewed for a third season by AMC. Glen Mazzara continued as showrunner for the second and last consecutive season.

This season adapts material from issues #13-39 of the Comic Series.

"Seed"
Since the events of the second season finale, Rick has seemingly been forgiven by the group, and has earned their trust. Rick and the group stumble upon an abandoned house, kill all of the walkers inside, and decide to stay there for a while to eat and rest. Eventually another group of Walkers approaches the house, causing the group to move on.

While Rick goes hunting with Daryl, they both stumble upon the prison. Rick realizes it's the perfect long-term location (because there would be plenty of food, guns, and medicine).

Rick shuts the main gate of the prison, while the rest of the group distract and kill the Walkers surrounding the main building. Lori, who is now well into her pregnancy, pleads with Rick to let them stay at the prison for a few days. Rick rebuffs Lori, revealing that he is still bitter that she reacted badly to Shane's death. That night, Hershel asks Beth to sing "The Parting Glass", and along with Maggie, she does.

The next day, Rick and the rest of the group clear out the remaining walkers blocking the entrance to the prison. The group now has a secure cell block. The group finds riot gear, flash grenades, and other useful equipment. Rick, Maggie, Glenn, Hershel, T-Dog, and Daryl look for the cafeteria and infirmary, only to be ambushed by a group of Walkers. Glenn and Maggie are split from the group, but Hershel insists on going back for his daughter.

Hershel finds Maggie, but is bitten in the lower right calf by a stray Walker. The group takes Hershel inside the cafeteria area and Rick, acting quickly, amputates the lower portion of Hershel's right leg to keep the infection from spreading. Five men in prison garb then appear, and Daryl aims his crossbow at them.

Meanwhile Michonne, a newly-introduced survivor, is seen in a pharmacy, where she kills three Walkers. She brings medicine back to a storage unit, where a sick Andrea awaits. Even though Andrea urges Michonne to leave her behind, Michonne refuses. They are later seen leaving, and entering the woods together.

"Sick"
Picking up from the last episode, Hershel is rushed back to Cell Block C and are followed by prisoners Axel, Tomas, Big Tiny, Oscar and Andrew. A standoff occurs between the prisoners, T-Dog, and Daryl, with Rick intervening. Rick tells the prisoners about how the world has been completely overrun by Walkers (as the convicts had no knowledge of outside conditions). Because Tomas wants to claim the prison for his own. Rick cuts a deal with him to help them secure a separate cell block in exchange for half of their food.

While Rick and the others go to work on the project, Carol, Lori, Maggie, Beth, Carl, and Glenn stay in the cell block and try to save Hershel. The man stops breathing at one point, but Lori saves him. Clearing a cell block for the prisoners, Big Tiny is scratched by a walker and then killed by Tomas while the group is discussing what to do.

Once they reach the room outside the cell block, Tomas ignores Rick's warning and opens up both doors, allowing a herd of Walkers to rush in. During the fight, Tomas tries twice to kill Rick; he swings his weapon too close to Rick, and pushes a Walker on top of him. After the Walkers are cleared, Rick retaliates by chopping Tomas in the head with a machete. Andrew runs away, but Rick locks him on the outside where Walkers are roaming.

Rick decides to let Axel and Oscar live, as they didn't appear to be involved in Tomas' plot to kill him. The group returns to Cell Block C. Rick holds Hershel's hand as he awakens, and thanks Lori for saving Hershel's life. He meets up with Lori outside, and for the first time in months, he touches her. He then tries to minimize the significance of the gesture, saying the whole group is grateful for saving Hershel. He walks away, never making eye contact with Lori.

"Walk With Me"
This episode answers one of the series' big questions: What was that helicopter that seemed to be patrolling the Georgia countryside?

Andrea and Michonne witness the helicopter crash in the near distance. Upon investigating, they spot another group of survivors, led by The Governor, who saves a surviving soldier. It quickly becomes apparent that Michonne doesn't want anything to do with these strangers, as she readily sacrifices the docile Walkers she's been traveling with when they start to make noise. It's all for naught, however, as Merle – complete with his nifty new appendage – stumbles across his old acquaintance and her traveling companion.

Later, Andrea finds herself being tended to by a nurse, and after some catching up with Merle, she meets The Governor, as he shows up to check on her condition. He tells the women to stay and get a good night's rest; their weapons will be waiting for them on the way out. After a brief discussion, the man reveals that anyone who dies will turn, a shocking surprise to the women. Andrea and Michonne are then introduced to "Woodbury," a small town with 73 residents.

We meet another of The Governor's men, Milton, who is studying Michonne's pet Walkers, taking note of why they're docile. Later, The Governor speaks to a survivor of the helicopter accident, Welles, who informs him of how he left ten men behind so he could scout ahead. The Governor promises that if the men are still alive, he will bring them back.

The next day, The Governor and several guards drive up to the location of the surviving soldiers. He waves a white flag and informs the soldiers of the helicopter accident. He asks for their help, and to come back to town with him. As the troops let their guard down, they get ambushed and killed by The Governor and his men.

The Governor returns to Woodbury, bringing with the military vehicles, weapons and supplies. He gives a speech to the town about how he was too late to save the soldiers, and everyone should honor their sacrifice. He gives thanks for the supplies they left behind. Michonne appears to be the only one doubting his story.

That night, The Governor's returns to his apartment. After he takes a look at a seemingly old photo of his wife and daughter, he heads into a secret room. As he sits in his recliner we see an enlightened look on his face, as he stares at some fish tanks filled with 27 heads. Among them are the newly added ones of Michonne's pet walkers, and the helicopter pilot Welles.

"Killer Within"
While planning to burn all of the Walkers the group killed inside the prison, Rick and the others receive an unexpected visit from Axel and Oscar. The two want to leave the prison, which everyone but T-Dog is okay with. While Rick, Daryl and Glenn go to get wood to burn the corpses, Walkers start to invade the courtyard, forcing the group to split up.

The group learns that someone broke the latch on the front gate, which allowed the Walkers to enter. They suspect that either Axel or Oscar committed the crime. Soon after, a loud prison alarm sounds off, attracting more Walkers. Rick, Daryl, Glenn, and the two inmates make their way to the generator room to shut off the alarm. T-Dog and Carol run off, and T-Dog is bitten on the shoulder. He saves Carol by holding back a group of Walkers, and in the process is eaten alive. Meanwhile Rick is attacked by Andrew, the inmate that Rick left out in the prison yard. The man had somehow managed to survive, and returned for revenge. As Andrew comes close to getting the upper hand, he is shot in the head by Oscar.

On the way back, the group finds T-Dog's corpse being devoured by two Walkers. In another generator room, Lori has gone into labor. Maggie is forced to do a Cesarean section, knowing it will kill Lori. Carl says goodbye to his mother, and after she dies, he puts a bullet into her brain.

After regrouping and realizing that there are still people missing, Rick demands to search for Lori,but then hears an infant crying. As Rick notices that Lori did not return with Maggie and Carl, he correctly assumes the worst, and sobs over the loss of his wife.

In Woodbury, Andrea and Michonne don't agree over whether or not to stay. Merle wants to find the Greene Family Farm, but the request is denied by The Governor.

"Say the Word"
Rick, having just lost his wife Lori, suffers a severe breakdown. He stalks away, furious and deranged, as he picks up an axe in the prison's courtyard. He head off to find Lori's body, slaughtering various Walkers along the way.

Hershel sends Daryl and Maggie off to get formula for the baby, and Daryl puts Beth in charge of Carl. Axel and Oscar help Glenn dig three graves for the fallen ones. Glenn goes to find Rick, attempting to convince him to rejoin them outside. Rick slams Glenn against a wall, before walking off without a word. When Rick finally reaches the boiler room, he discovers Lori's body is gone, but finds a bloated Walker in a stupor from overeating. Rick shoots the Walker in the head, before stabbing its stomach multiple times. Meanwhile, Daryl and Maggie have returned. The group, now accompanied by Axel and Oscar, is gathered in Cell Block C. Rick remains in the boiler room, sitting in a daze on the floor. He then hears a distant baby wail and a phone ringing. Rick walks over and answers the phone, saying "Hello?".

In Woodbury, Michonne has found some caged Walkers. She kills them all, and then threatens The Governor. After she leaves, Milton, Martinez, Merle, and Tim go off to find some new Walkers for a big event that evening: A fight between Merle and Martinez, with chained walkers around them to make the sport more exciting. As the crowd howls in excitement, Andrea looks on in disgust.

"Hounded"
Rick talks to the person on the phone. The person at the other end of the line, a woman, says she will think about allowing Rick and his group to merge with hers. She then hangs up, prompting Rick to check on Carl and the others. Later, he gets a call from a man in the woman's group. The man begins to question Rick, including asking the circumstances of Lori's death. Rick refuses to answer, and instead hangs up and breaks down crying.

Rick later informs Hershel of the other group, but when Hershel picks the phone up, he hears only static. Hershel asks Rick if he wants to talk about it, but Rick declines the offer.

Rick talks again on the phone, and the woman tells him that she is Lori. She informs him that he was "talking" to people who had died previously -- Amy, Jim, and Jacqui. Rick breaks down again, saying how sorry he is for not telling Lori how he felt about her, and not being able to prevent her death. The call is disconnected, and Rick hangs up. He walks out of the prison. He holds his newborn daughter for a moment, before handing her to Carl.

While searching the lower levels of the prison, Daryl finds Carol's knife in a Walker. Later, he notices a door budge and opens it, revealing a weakened, but alive, Carol inside. He takes her back to the others.

Merle, Tim, Crowley, and Gargulio search the woods for Michonne. She ambushes them, decapitating Crowley and impaling Tim, before escaping as Walkers arrive. Later, Merle and Gargulio are ambushed once again by Michonne, but Walkers appear drive her away. As she escapes she is shot by Merle. After losing sight of her, Merle suggests that they go back and inform The Governor that they killed her. Gargulio fears lying to The Governor. Merle shoots him, going back himself.

Glenn and Maggie make their way to town. Michonne sees them from behind a car, and watches as they gather supplies. Merle then sneaks up, and Glenn and Maggie raise their guns toward him. Merle recognizes Glenn and asks about Daryl, learning that he's alive. After a scuffle, Merle holds Maggie hostage and orders Glenn to drive the three of them back to Woodbury. Michonne takes the abandoned supplies and heads to the prison. As she is outside the gate, she is spotted by Rick

Andrea and The Governor, whose real name is Philip, have a discussion, during which Andrea tells him that she belongs on lookout. He allows it. Later she is berated for recklessly going over the wall to kill a Walker. Andrea admits that she enjoyed the fights, and was angered that she enjoyed them. Philip then suggests that perhaps she likes him as well. They enjoy a drink outside, and end up sleeping together.

"When the Dead Come Knocking"
Michonne stands outside the prison fence, surrounded by unnoticing Walkers (as she has smeared herself with Walker guts) and holding baby formula in a basket. After Michonne finally attracts the Walkers' attention, Rick rescues her and brings her into the prison. She is questioned by Rick, and threatened by Daryl. Michonne tells the group of how two of their own were taken by the man who shot her. She offers to get Rick inside Woodbury to rescue Glenn and Maggie.

Rick later names his newborn daughter "Judith", on Carl's suggestion.

Meanwhile at Woodbury, Merle interrogates Glenn for the location of his group. Glenn is beaten. Merle sets a Walker on him, but Glenn still survives. He warns that his group will come for him. Merle seems to be concerned, because both Glenn and Andrea say that they went back for him when he was abandoned in Atlanta.

The Governor threatens Maggie with rape, but she also refuses to talk. However, when he threatens to kill Glenn in front of Maggie, she finally breaks and tells him about the prison and her group. The paranoid Governor tells Merle and Martinez to lead a group to scout the prison, inside the dangerous Red Zone.

Andrea assists Milton with an experiment to test if Walkers can retain any of their past memories. When their test subject turns and attacks, Andrea kills him.

After evading a large group of Walkers, Rick, Daryl, Oscar, and Michonne finally reach the walls of Woodbury.

"Made to Suffer"
A burly survivor, Tyreese, his younger sister Sasha, and their fellow survivors Ben, Allen, and Donna, fight their way through a walker herd in the forest. Donna gets bitten, but remains with the group as they take refuge in the back side of the prison. They are found by Carl, who leads them into the prison common room. He insists that Donna be killed since she was bitten on the arm. "We take care of our own," Tyreese says. Sasha objects when Carl locks them in the room, but Tyreese points out this is the best living situation they've had in weeks.

The Governor tells Merle about his plan to wipe out Rick's group and let Walkers repopulate the prison. He doesn't want to move his people into the prison himself; he simply doesn't want competing survivors nearby. He suggests Merle enlist Daryl as their inside man.

The Governor orders Merle to bring Glenn and Maggie to the "screamer pits" before Andrea finds out about them. However, Rick and his group ambush Merle, as the town erupts in gunfire. The rescue team regroups, and Glenn tells Daryl that Merle is alive and working for The Governor. Daryl wants to find Merle to try and convince him to let them go, but Rick insists that he stay by his side.

Meanwhile, Michonne sneaks into The Governor's apartment and waits for him to return. The rescue team makes a run for the wall. Andrea, disobeying The Governor, shoots at them, not knowing who they are. The group climbs over the wall and hides in the bushes, planning their next course of action. Daryl and Michonne are still missing from the group.

Back at The Governor's apartment, Michonne discovers his secret room and find Walker Penny, The Governor's reanimated daughter. As Michonne positions her katana to kill Penny, The Governor comes in and begs her not to kill her. Michonne stabs Penny through the head, and an enraged Governor attacks Michonne. As the two fight, Michonne manages to grab a shard of broken glass and stab him in the eye. The Governor reels as Michonne prepares to finish him off, but Andrea walks in and draws her gun. The two women stare at each other for a moment, and then Michonne flees. The Governor cradles Penny's body.

Later The Governor, now with gauze over his ruined eye, realizes Merle lied about Michonne being dead. He tells the angry and frightened crowd that Merle betrayed them to "terrorists". He shows Daryl as proof. "You wanted your brother," The Governor tells Merle. "Now you got him."

"The Suicide King"
In the arena, The Governor declares that Merle and Daryl will fight to the death. The two manage to fake it until Rick and the rescue team come to their aid. Later, the group rendezvous with Glenn and Michonne at the car they had parked nearby. Maggie and Glenn are appalled that Merle is with them. Merle informs the group that Andrea is sleeping with The Governor. The group is shocked to learn Andrea is alive and well in Woodbury. They refuse to let Merle return with them, so Daryl leaves with his brother. Rick tells Michonne that she can only stay at the prison until she's healed from the injuries she suffered fighting The Governor. Glenn, on the way back to the prison, lets out his rage at Rick for his decisions. Maggie calms him down.

Back at the prison, Hershel warns Tyreese that his group might have to leave when Rick returns. Allen wants to ambush them, but Tyreese and Sasha shoot the idea down. When Rick returns he almost completely ignores Tyreese's group. That night, Hershel tells Rick that Michonne won't be well enough to travel for another couple of days. He convinces Rick to let her stay for as long as it takes. As for Tyreese's group, despite their sincerity, Rick refuses to let them remain. Rick then hallucinates Lori in the shadows, and becomes frantic, waving his gun around and yelling Get out!" Not understanding who Rick is screaming at, Tyreese's group starts to back away. Everyone stares at Rick as he frantically paces the common room.

Back in Woodbury, chaos ensues. Some Walkers, who made it in during Rick's attack, are still attacking the citizens. People are being blocked from leaving the town. The Governor remains in his apartment, and only comes out to put down a bitten citizen. Andrea urges him to reassure the populace, but Philip refuses. He confesses to Andrea that he held her friends captive. He then hurts Andrea by insisting that she is "just a visitor". Later, Andrea rallies and pacifies the crowd with promises of perseverance and rebuilding. The Governor watches from his window.

"Home"
Rick continues to see Lori, and the group worries for his sanity. While Rick is still absent outside the prison gates, Glenn makes an executive decision to fortify the prison against The Governor. Hershel finally talks to Rick. Rick tells the old man about his visions of Lori. He says that he needs time to figure things out.

Daryl and Merle, despite leaving the group together, are not getting along. They encounter a group of survivors, and after Daryl rescues them, Merle wants to loot their things. Daryl holds his brother off while they drive away. Merle angrily stalks Daryl into the forest and chastises him for risking his life to help strangers. Daryl points out that Merle's continued bitterness toward him is just leftover anger from being abandoned in Atlanta. After a fight, Daryl decides to go back to the prison. After considering the matter, Merle begrudgingly follows his little brother.

Out of the blue, The Governor attacks the prison, killing Axel and dropping a "walker bomb" in the courtyard, before leaving with his group. Glenn picks up Hershel and Michonne in a car, while Rick is struggling to fight off Walkers. Rick is rescued by the Dixon brothers, and they head for the prison.

"I Ain't a Judas"
The survivors regroup in the cell block following The Governor's assault. Rick and Glenn want to stay and face The Governor; Hershel thinks they should flee. Merle tells them The Governor won't stop until they are all dead. As Rick surveys the walker-infested prison yard, Carl expresses his opinion to his father that he should stop being the leader.

In Woodbury, The Governor tells Milton to enlist residents aged thirteen and up to fight. Milton calculates that will give them 35 soldiers. After confronting the Governor about the prison attack, Andrea decides to go to the prison, with Milton's help. She hopes to make peace with her former companions. Arriving at the prison, she is initially treated as an intruder, until they learn of her true intentions. While catching up, Andrea suggests negotiating for peace with Philip, but the group is doubtful. Carol encourages Andrea to kill Philip in his sleep. Andrea returns to Woodbury, and after sleeping with Philip, she stands over his sleeping form. She holds a knife, but cannot bring herself to kill the man.

Milton finds Tyreese's group after they've left the prison, and takes them to Woodbury. The Governor welcomes them to stay as long as they like, then brings up Rick's group. Tyreese recounts his experience at the prison, and offers to join the fight.

"Clear"
Rick, Carl, and Michonne drive to King County, hoping to find more weapons at Rick's former sheriff's station. They encounter Morgan Jones, who has become deranged since Rick last saw him. Morgan nearly kills Rick, until he reminds the unstable man of who he is. Morgan tells of how he killed his wife after she bit Duane. He says that he couldn't reach Rick on the walkie-talkie, let alone find him. Morgan refuses to go with Rick, insisting that he has to "clear". However, he does allow Rick to take a good amount of guns from his stockpile.

While Rick deals with Morgan, Carl goes off to look for something, and reluctantly allows Michonne to follow him. When they reach a bar, Carl reveals his reason to go there: Inside the building is an old photo of his mom. He wants Judith to one day see what her mother looked like. Michonne help Carl, and together they are able to get the picture.

Michonne, Carl and Rick depart. Back on the road they see a freshly killed body, that of a hitchhiker they had left behind earlier. They take his backpack, then continue down the road.

"Arrow on the Doorpost"
Rick and members of his crew enter a barn where they meet The Governor, Andrea and other members of Woodbury to negotiate a way out of conflict. They two leaders remain wary of each other and question each other's leadership. The Governor demands Rick's surrender or die. However, Philip offers a compromise, bring Michonne to him and Rick and his people will be left alone. Rick has two days to decide.

Outside, Milton scribbles in a notebook, explaining he's making a record of events post-apocalypse. A small group of Walkers approaches. Daryl, Andrea and Martinez take turns killing them, flaunting their combat skills while Milton and Hershel bond. After Rick and Philip exit the barn, the Woodbury group leaves as Rick rustles with the decision to turn Michonne over.

At the prison, Merle packs a duffel bag full of guns and announces his plan to kill The Governor. Merle asks when Glenn tries to stop him. The two brawl, in which Maggie and Michonne intervene, while Beth ends the fight by firing a single shot into the ceiling, without saying a word.

"Prey"
As the Governor prepares a torture room for Michonne, Andrea begins to see the true nature of the Governor and attempt to kill him multiple times and fails each time. She leaves to warn and return to Rick's group only to be captured by The Governor and imprisoned in his torture room.

While Milton also questions The Governor's motive, he still has faith in him.

Tyreese and Sasha question their role in Woodbury while Allen and his son are ready for the chance to take Rick's group down for forcing them out when they needed help. After seeing a pit full of Walkers, Tyreese is appalled and nearly kills Allen after arguing with him when the latter recalls his choices.

In the middle of the night, an unknown person douses the pit walkers in gasoline and lights them on fire.

"This Sorrowful Life"
Rick tells Daryl about The Governor's offer. Daryl and Hershel try to dissuade Rick from giving up Michonne, but Rick insists it's their best shot at saving lives. Merle warns that The Governor won't kill Michonne; just torture her. Rick finds cable to bind her but decides to not turn her over.

Merle takes matters into his own hands and kidnaps Michonne to deliver her to The Governor. As they drive on the road, they talk and Merle decides to let Michonne go and take care of The Governor his own way. He succeeds in downsizing his army but is found and killed by Philip.

Back at the prison, Glenn asks Hershel for Maggie's hand in marriage. Hershel gives his blessing. Michonne returns and tells Daryl what happened. Rick gathers the group and discloses The Governor's offer. He concedes that he doesn't want to be the only person making decisions for the group anymore. Daryl finds his brother as a Walker and put him down while distraught.

"Welcome to the Tombs"
The Governor brutally beats Milton for torching the pit of walkers and forces him to kill Andrea. When he refuses, Philip stabs him and declares one way or another, Milton will kill Andrea and leaves them in the room. Andrea attempts to free herself as Milton slowly dies and turns into a Walker.

The Governor's army arrives at the prison that apparently has been abandoned. When they reach the "tombs," the smoke grenades go off and the army is chased away by gunfire. After they get far enough, The Governor tries to get them to go back but they refuse. Angered, he shoots them, including Allen and leaves with Martinez and Shumpert. Karen, the survivor of the massacre, is found by Rick and the group and they head to Woodbury where they convince Tyreese to let them in. They find Milton dead and Andrea bitten. After a talk, she asks Rick to let her kill herself before she turns. Rick agrees and Michonne stays with her to the end.

Rick brings the rest of Woodbury to live in the prison and is healed mentally and emotionally as he no longer sees his hallucination of Lori.

Cast
Season 3 (TV Series)/Starring|Starring Season 3 (TV Series)/Also Starring|Also Starring Season 3 (TV Series)/Co-Stars|Co-Stars Season 3 (TV Series)/Uncredited|Uncredited

Deaths

 * Big Tiny
 * Tomas
 * Sean (Alive and Zombified)
 * Franklin
 * Wilson
 * Brady
 * Welles (Alive)
 * Theodore Douglas
 * Andrew
 * Lori Grimes
 * Penny Blake (Alive, Confirmed Fate; Zombified)
 * Crowley
 * Tim
 * Haley's Father (Alive and Zombified, Confirmed Fate)
 * Haley's Brother (Alive and Zombified, Confirmed Fate)
 * Daryl and Merle's Mother (Confirmed Fate)
 * Gargulio
 * Michael Coleman Jr. (Confirmed Fate)
 * Emily Coleman (Confirmed Fate)
 * Michael Coleman (Alive and Zombified)
 * Warren
 * Pete (Confirmed Fate)
 * Eisenberg (Confirmed Fate)
 * Oscar
 * Bob Adams (Confirmed Fate)
 * Donna
 * Haley
 * Richard Foster
 * Axel
 * Erin (Alive, Confirmed Fate; Zombified)
 * Jenny Jones (Zombified, Confirmed Fate)
 * Duane Jones (Alive, Confirmed Fate)
 * Mrs. Blake (Confirmed Fate)
 * Martinez's Wife (Confirmed Fate)
 * Martinez's Children (Confirmed Fate)
 * Ben
 * Merle Dixon (Alive and Zombified)
 * Jody
 * Paul
 * Noah (Off-Screen)
 * Robbie (Off-Screen)
 * Rowan (Off-Screen)
 * Dr. Stevens (Off-Screen)
 * Eileen (Off-Screen)
 * Mrs. Foster (Off-Screen)
 * Betty Coleman (Off-Screen)
 * Allen
 * Milton Mamet (Alive and Zombified)
 * Andrea
 * At least 6 unnamed U.S. Military soldiers
 * 1 deer
 * 1 unnamed hermit
 * 1 unnamed hitchhiker
 * Many unnamed Woodbury soldiers

Development history
On January 14, 2012 it was announced from the Television Critics Association Press Tour in Pasadena, California that AMC's third season of The Walking Dead will consist of 16 episodes. AMC's international broadcast partner FOX International Channels (FIC) will follow the 16 episode order and structure a similar schedule worldwide.

On February 24, 2012, it was announced that David Morrissey had been cast as The Governor, a major antagonist in the comic series. Morrissey will be a main cast member in the third season, which begins production in the first quarter of 2012.

On March 17, 2012 it was announced that Michael Rooker (Merle Dixon) will appear in the third season. . On March 20, 2012 Glen Mazzara tweeted that the prison is being built especially for the series.

Danai Gurira has been cast as Michonne.

As of April 4, 2012, there is a general outline for season 3, but there are no scripts yet.

It has been revealed by Glen Mazzara via Twitter that Stefan Schwartz will direct episode 14.

Senoia, Georgia
The Walking Dead cast is scheduled to begin shooting small town of Senoia, Coweta County, Georgia in May 2012 and construction of sets began in February 2012, involving 60 local carpenters. Scott Tigchelaar of Raleigh Studios Atlanta says people can expect to see the town a little dirtier than normal to fit the look of the show.

On April 2, 2012 Mike Riley and Seth Zimmerman of AMC Television attended a Senoia City Council meeting — telling the council that the film series will be shooting in Senoia throughout 2012 and possibly in 2013, too. In the series, the town will be a place cordoned off from the zombie infested world outside. "You're in a safe environment, If you're outside it, you're not," Riley said. He said the town will be governed by “a benevolent dictator."

The television crew will "build a temporary, movable perimeter wall." Portions of Travis and Main streets will be closed to traffic at times during scenes that show the wall.

"It will look like a gate" made from “various paraphernalia — old tires, doors," Riley said. The wall will be made so that is can be stored between episodes.

The block from Travis Street to Seavy Street "right now is being considered as our main set," Riley said. An area of Johnson Street may also be used. Some episodes may be almost entirely filmed in Senoia, and it is possible one or more episode might not be filmed in the town at all.

Cast and crew will arrive in Senoia on May 31 to film “the episode that premiers the town," Riley said, "Once the town is established, it becomes a recurring location for us."

"Walking Dead" has its principal set at Raleigh-Riverwood studio in Senoia.

For the first episode, "we'll be filming in Senoia, for eight days," Riley said. "We may be doing some filming at night in that episode. We may be filming at night for some of the other episodes, as well."

Most filming will be done on weekdays.

Riley said grass would need to be left uncut in certain areas at times and said signs would be placed to let local residents know why the grass was high. He also said "anything we do to the buildings — anything we do to Senoia" will be put back in "as good or better shape when we pull out at the end of the season."

Senoia has been a popular location for film production, including "Fried Green Tomatoes," "Pet Sematary 2" and television series including Lifetime's "Drop Dead Diva." Riley said the "Walking Dead" season of shooting will be different from what the town has experienced with previous productions. "This is long-term," he explained. "You're used to having a film crew come in and shoot for week or two, and then they're gone."

Trivia

 * This season is mainly based on "Volume 3: Safety Behind Bars", "Volume 4: The Heart's Desire", "Volume 5: The Best Defense", "Volume 6: This Sorrowful Life" and parts of "Volume 7: The Calm Before" from the Comic Series.
 * This season debuts a new opening sequence, replacing the one used from "Days Gone Bye" to "Beside the Dying Fire".
 * This is the last season written and produced by Glen Mazzara.
 * This is also the last season in which he is the showrunner of the series.
 * Below are the changes made to the main cast in this season:
 * Following their characters' deaths in the previous season, Jon Bernthal (Shane Walsh) and Jeffrey DeMunn (Dale Horvath) have been removed from the opening credits.
 * Lauren Cohan (Maggie Greene), Scott Wilson (Hershel Greene) and Michael Rooker (Merle Dixon) have been upgraded to series regulars after recurring appearances.
 * Lauren Cohan has been added to the opening credits.
 * Starting with "Walk With Me", Michael Rooker has been added to the opening credits.
 * Despite his status as series regular, Scott Wilson is listed under "Also Starring".
 * Melissa McBride (Carol Peletier) is still listed under "Also Starring", despite being credited as a series regular in the previous season.
 * Danai Gurira (Michonne) and David Morrissey (The Governor) have been cast as series regulars for their first appearance this season.
 * Starting with "Seed", Danai Gurira has been added to the opening credits.
 * Starting with "Walk With Me", David Morrissey has been added to the opening credits.
 * Despite her character being killed off in "Killer Within", Sarah Wayne Callies (Lori Grimes) continues to be credited for the remainder of the season.
 * Both Sarah Wayne Callies and Laurie Holden (Andrea) are credited over the same image in the title sequence and coincidentally, both the characters they portray are killed off in this season.
 * Season 3 has more character deaths than Seasons 1 and 2 combined.
 * Season 3 also has more main character deaths than Season 2, with 3 deaths overall - Lori, Merle and Andrea.
 * On March 20, 2012, Mazzara stated: "Right now, I do see the prison storyline lasting through both Season 3 and 4."
 * Kirkman stated that: "there's something memorable that happened to a character in the comic is happening in the show in our first episode back and it's not the same character" about Season 3.
 * This turned out to be Hershel getting bit and amputated, which originally happened to Allen in the comics.
 * The opening credits for Season 3 are different then the opening credits for both Season 1 and 2 which features actual walkers and different scenery and landscapes.
 * Episode 8, "Made to Suffer", shares its name with Volume 8 of the comics.
 * Episode 15, "This Sorrowful Life", shares its name with Volume 6 of the comics.
 * New characters from the comic, in this season are: Axel, Andrew, Michonne, Caesar Martinez, Dr. Stevens, Penny, The Governor, Allen, Ben, Donna and Tyreese.
 * Brian, Nick, and Bobby from the Novel Series are mentioned, as a possible easter egg.
 * Approximately 8 months have past since the events Season 2. This was necessary as the show cannot film during winter. It's also confirmed by the prison survivors that it's been about 10 months since the epidemic became global.
 * Michonne confirms it has been 8 months since she saved Andrea.
 * The song "Black", by Kari Kimmel, was used in the trailer.
 * For Season 3, the make up team used darker skin tones for the Walkers to show further decay as time has progressed.
 * Season 3 has by far the most differences from the source material it adapts.
 * Funeralwise.com found that The Walking Dead was the most violent show on TV in the fall of 2012, with 308 dead (or undead) bodies shown in the eight episodes aired of the show's third season.
 * During his comicbook.com Q&A, Mazarra revealed that he actually pitched a scene set in a French lab with subtitles, but he decided to write the idea off, since "...the writers thought I was nuts".
 * The promotional poster of part one appear in chapter 32 of the manga Gakkou Gurashi.