The Walking Dead wrapped its third season last night with some unexpected surprises. Considering last week’s heartbreaking shocker when Merle (Michael Rooker) became a walker, “Welcome to the Tombs” proved to be just as poignant.

The finale begins with the Governor (David Morrissey) beating Milton (Dallas Roberts) to a pulp – in an earlier episode, Milton burned a bunch of the Governor’s walkers intended to attack the prison. “You kill or you die,” Woodbury’s dictator reminds his right-hand man. In a startling moment, Milton asks what the Governor’s daughter would think of his behavior and the Governor replies that she’d probably be alive if he’d been a monster all along. He drags Milton into his torture chamber, where Andrea (Laurie Holden) is still bound, and orders him to kill her. When Milton turns on him, the Governor stabs him in the stomach and leaves him to die. “When you die, you kill,” he says.

At the prison, Rick’s group seems to be packing to leave. Rick (Andrew Lincoln) apologizes to Michonne (Danai Gurira) for almost handing her over to the Governor while she thanks him for taking her in. Back at Woodbury, Tyreese (Chad L. Coleman) and his daughter opt out of the prison attack. The Governor arrives at the prison with heavy artillery, blowing up the watchtowers and invading the yard. The prison appears to have been abandoned, though the Governor finds a copy of the Bible opened to a highlighted passage on damnation. He splits his army up to search the tombs and is bombarded by walkers and smoke bombs, proving Rick’s group is still going strong. The Governor flees with his team back to Woodbury as, on the prison outskirts, Carl (Chandler Riggs) shoots down a surrendering straggler.

At Woodbury, a dying Milton tells Andrea he left pliers behind her chair for an easier escape. Andrea tries to grab them as Milton drops in and out of consciousness. “I’m still here,” he gasps. “You need to hurry.” When we return to them later, Andrea has almost reached the pliers and Milton’s fingers twitch as he begins to turn.

Meanwhile, the Governor massacres the better half of his team on the side of the road when they voice their fears over the prison. He drives off to unknown whereabouts after his killing spree.

After Hershel (Scott Wilson) tells him that Carl shot one of the Governor’s men, Rick confronts his son on his decision to kill the boy. “I did what I had to do,” Carl insists with an air of finality and walks away. He and a few others stay behind to protect the prison while Rick, Michonne, and Daryl (Norman Reedus) head to Woodbury.

Back in the Governor’s torture room, Andrea successfully frees one of her hands as walker Milton approaches. The camera cuts away as sounds of a struggle ensue. Rick’s group makes it to Woodbury and greets Tyreese. Together they discover a pool of blood leaking from beneath the torture room door. Walker Milton is dead, but Andrea sports a nasty bite wound on her neck. Michonne is devastated and vows to stay by her side. Andrea wants to kill herself before she turns, and Rick hands over a gun. He and the rest of the gang wait outside as the report of the gun sounds throughout the room.

In a surprisingly tranquil ending scene, Rick returns to the prison with a busload of Woodbury’s residents. Carl is livid over the expansion and storms off as Hershel welcomes the newbies. Rick, who has hallucinated Lori on and off for the past few episodes, no longer sees her, and the episode ends on a shot of her makeshift headstone.

Where did the Governor go? How will the prison cope with its new additions? Is Carl on his way to becoming Shane 2.0? Hopefully The Walking Dead will answer these questions in October, when it returns for its fourth season.

–Jill Wronski

Check out the preview for last night's episode below:

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