The third season of The Walking Dead, an American post-apocalyptic horror television series on AMC, premiered on October 14, 2012, and concluded on March 31, 2013, consisting of 16 episodes. Developed for television by Frank Darabont, the series is based on the eponymous series of comic books by Robert Kirkman, Tony Moore, and Charlie Adlard. It was executive produced by Kirkman, Glen Mazzara, David Alpert, and Gale Anne Hurd, with Mazzara as showrunner for his second and final season. The third season was very well received by critics. It was nominated for multiple awards and won two, including Best Syndicated/Cable Television Series, at the 39th Saturn Awards.

This season adapts material from issues #13–39 of the comic book series and introduces notable comic characters, including Michonne (Danai Gurira), Axel (Lew Temple), The Governor (David Morrissey) and Tyreese Williams (Chad L. Coleman). It also marks the return of Merle Dixon (Michael Rooker), the volatile older brother of Daryl Dixon (Norman Reedus), who went missing in the first season, and also features the return of Morgan Jones (Lennie James), the first survivor Rick Grimes (Andrew Lincoln) encountered and befriended, who he lost contact with in season one. As in the comics, this season is mainly set in both an abandoned prison and an active rural town of survivors.

Set eight months after the killing of Shane Walsh and onslaught of the Greene Family Farm, with the world growing increasingly more dangerous and Lori's (Sarah Wayne Callies) pregnancy advancing, the season continues the story of Rick Grimes, who has assumed a dictatorial-like leadership over his group of survivors as they survive in a post-apocalyptic world infested with flesh-eating zombies, dubbed "walkers". After discovering a potential safe haven, the group takes refuge and inhabits a large fortified prison, but this security is threatened by a nearby community — Woodbury — led by a nefarious man known as The Governor, who takes an interest in Andrea (Laurie Holden) as she remains, after the burning of the farm, separated and unaware of the main group's status.

Production AMC renewed The Walking Dead for a third season on October 25, 2011, after the season two premiere broke cable ratings records in the 18-49 demographic. On January 14, 2012, AMC announced that the third season will contain 16 episodes.

Filming for the season began in May 2012 in Coweta County, Georgia, with the city of Senoia being used as the filming location for the town of Woodbury. Ernest Dickerson directed the season premiere episode. Greg Nicotero, co-executive producer and special make-up FX artist on the series, directed the fifth episode of season 3 after already having directed the season 2 episode "Judge, Jury, Executioner". He also returned as a zombie in the episode "The Suicide King", after portraying two different zombies in the first season. In November 2012, Glen Mazzara announced that Ernest Dickerson would direct the season finale.

After the conclusion of the third season, Mazzara stepped down from his position as showrunner and executive producer for the series, in a mutual agreement by both Mazzara and AMC. The press release read, "Both parties acknowledge that there is a difference of opinion about where the show should go moving forward, and conclude that it is best to part ways."

Webisodes Following the Torn Apart series in 2011, another set of webisodes titled Cold Storage were produced and debuted on October 1, 2012, prior to the premiere of Season 3.

Talking Dead

A second season had been commissioned in May 2012. To coincide with a marathon of the show, a special episode was aired in July 2012 following the marathon's end, featuring a tour of the various props/sets used in the third season, as well as cast/crew interviews, and a snippet of exclusive footage featuring the newly introduced character Michonne.

Cast

Main cast The third season features ten actors receiving opening credits billing, with eight returning from the previous season and two new cast members introduced; six are listed as main cast members in the second season, while Lauren Cohan and Scott Wilson were promoted from recurring status and Michael Rooker was promoted from guest status from the previous two seasons, while Danai Gurira and David Morrissey were added to the main cast as Michonne and The Governor, respectively. However, Wilson and McBride are credited as "Also starring".

Starring Andrew Lincoln as Rick Grimes, the series' protagonist and a former sheriff's deputy, who has established himself as the group's leader. Rick has become a more cold and calculating leader, willing to leave strangers to die and abandon group members if it means everyone else survives, and comes into conflict with The Governor. Rick has also become distant, resentful of Lori's ambivalence and anger towards him after telling her he'd killed Shane. Sarah Wayne Callies as Lori Grimes, Rick's wife and Carl's mother, who is 9 months pregnant but is resented by Rick and Carl for her affair with Shane and the problems it led to. She is worried about the safety of her baby but her faith in keeping her baby alive prompts her to become a fearless mother. Laurie Holden as Andrea, a former successful civil rights attorney, who was separated from the group at the end of the second season. She befriends Michonne and forms a relationship with The Governor. Norman Reedus as Daryl Dixon, an antihero-like Southern redneck, who's also the group's primary hunter. He has become Rick's right-hand man and closest ally since Shane's death. Steven Yeun as Glenn Rhee, a former pizza delivery boy and Maggie's boyfriend. Glenn has found something in Maggie that he doesn't want to lose and has become very protective of her. Lauren Cohan as Maggie Greene, Hershel's strong-willed and determined elder daughter and Glenn's girlfriend. Maggie has come to terms with the walker virus and has since become a good fighter and an integral member of the core group. Chandler Riggs as Carl Grimes, Rick and Lori's young son, who has also become more cold and brutal following his father's example, but is often frustrated when he is forbidden to contribute more often, as the elder members of the group seek to retain his innocence. Danai Gurira as Michonne, the katana-wielding hooded figure, who saves Andrea in the season two finale. Michonne is a quiet and seemingly ruthless survivalist, who immediately dislikes The Governor. She forms a bond with Rick's son Carl and begins to shed her brutality for a healthier mindset. Michael Rooker as Merle Dixon, an unruly Southern redneck and Daryl's older brother, who disappeared in the first season. Merle is the right hand of The Governor, but Daryl, being his brother, could change that. David Morrissey as The Governor, leader of the town of Woodbury, father of Penny, and the primary antagonist of the season. The Governor is a ruthless, paranoid, and dangerous sociopath, who will murder anyone he sees as a threat to his community, and seeks to eliminate Rick's group when they move into the prison nearby.

Also starring Melissa McBride as Carol Peletier, a former victim of domestic abuse, who is now the last surviving member of her family, having lost her daughter Sophia last season. Carol also has a close bond with Daryl, and dislikes his brother Merle for his influence over him but sees Daryl's potential in him too. Scott Wilson as Hershel Greene, a religious farmer, trained veterinarian, and father of Maggie and Beth, as well as a father figure to Glenn. He serves as the group's primary moral compass and Rick's main adviser.

Supporting cast Emily Kinney as Beth Greene, Hershel's soft-spoken younger daughter and Maggie's half-sister, who has accepted the world's new state, having previously tried to kill herself, and has become more skilled at killing walkers. She often tries to boost morale by singing. IronE Singleton as Theodore "T-Dog" Douglas, a survivor of the original Atlanta group, who struggles to prove his worth to the group, but is a brave individual willing to risk his life for everyone else's sake.

Woodbury Jose Pablo Cantillo as Caesar Martinez, one of The Governor's men. Martinez is a loyal, slightly egotistical, member of Governor's forces, but is reasonable and has honor, and is even disturbed by The Governor's actions but is willing to do what is needed to stay alive. Dallas Roberts as Milton Mamet, a scientist and old friend of The Governor, who studies the walkers believing there can be a way to restore their humanity, but is reluctant to accept The Governor for the monster he is as he knew him before the outbreak. Travis Love as Shumpert, a silent bow using member of the Woodbury army, who is very loyal to The Governor and a good friend of Martinez. Melissa Ponzio as Karen, a former teacher and Woodbury citizen, who disagrees with The Governor's plan to raise an army from the Woodbury citizens, which includes the children. Alexa Nikolas as Haley, a cocky and overly confident female Woodbury guard. Donzaleigh Abernathy as Dr. Stevens, a doctor living in Woodbury.

The Prisoners

Nick Gomez as Tomas, a violent convict and the leader of a group of prisoners, who survived within the prison. Lew Temple as Axel, a convict and survivor, found by the group in the prison, who tries to keep the peace but often speaks more than needed. He also forms a friendship with Carol. Vincent Ward as Oscar, a survivor found in the prison and Axel's best friend, who is very honorable and brave, even in the face of death, and is willing to risk his life to help those in need. Markice Moore as Andrew, the smallest and weakest of the prisoners which Rick's group encounters, who is also the most mischievous and cunning of them. Theodus Crane as Big Tiny, the largest of Tomas' group of prisoners but is also the most kind, who has trouble killing walkers.

Tyreese's group Chad L. Coleman as Tyreese Williams, a survivor leading a small group of people to safety, who finds the group in the prison, but is tossed out by a mentally unstable Rick against everyone else's advice. He eventually joins Woodbury, unaware of The Governor's true nature. Tyreese is a man of morals and principles willing to do what it takes the earn his place and to find a safe haven for his sister and friends, but is hesitant to hurt people even if needed. Sonequa Martin-Green as Sasha Williams, Tyreese's sister, who is trying to find shelter with her brother and finds the group in the prison but is tossed out by a mentally unstable Rick, against everyone else's advice, and joins Woodbury unaware of The Governor's true nature. Unlike Tyreese, Sasha has a colder survival mindset which sometimes puts her into conflict with her brother, but she is still compassionate enough to avoid unnecessary bloodshed. Daniel Thomas May as Allen, part of Tyreese's group, father of Ben, and husband of Donna, who is a survivalist willing to kill innocent people even if they show him compassion. He also has a feud with Tyreese as Donna became smitten with him after he saved her from walkers. Tyler Chase as Ben, Allen's teenage son, who is willing to do what his father tells him regardless of how dark these actions are.

Miscellaneous Lennie James as Morgan Jones, the first person Rick encountered and befriended after awakening from his coma who, along with his son Duane, were believed dead. Though a kind and moral father, Morgan has suffered a psychological break after his son was killed by his undead wife after Morgan failed to shoot her earlier. Morgan now believes his life's purpose is to clear Rick's hometown of all walkers and people and unintentionally almost kills Rick.