'The Walking Dead's' Death Toll Rises Again in Brutal Season 3 Finale

Two core characters fail to make it out alive as the AMC zombie drama takes a major detour from the comic series on which it is based.
"The Walking Dead's" Andrew Lincoln

[Warning: This story contains major spoilers from Sunday's season three finale of AMC's The Walking Dead, "Welcome to the Tombs."]

Viewers were warned that Sunday's third season finale of AMC's The Walking Dead would be bloody, but nobody could have prepared for the massive death toll that also claimed the life of one of the drama's original series regulars.

The zombie drama took a massive detour from the Robert Kirkman comics on which the series is based when Andrea (Laurie Holden) failed to survive the season. The writing had been on the wall all season for Andrea after she made the decision to remain in the Governor-controlled Woodbury after her best friend Michonne (Danai Gurira) warned her that the there was an underlying insanity hiding behind the community's then-diplomatic leader.

PHOTOS: 'The Walking Dead's' Most Shocking Deaths

During the finale -- which was penned by outgoing showrunner Glen Mazzara and titled "Welcome to the Tombs" -- Milton (Dallas Roberts) also pays the price for betraying the Governor (David Morrissey). After being tortured by the eye-patched villain, the Governor instructs him to kill Andrea, whom Milton is stunned to learn had been recaptured and cuffed inside the Governor's torture chamber. When Milton instead makes an attempt on the Governor's life, he's brutally stabbed in the stomach and locked inside with Andrea, where he'll turn and then finish the job human Milton couldn't and wouldn't do.

Using the pliers Milton left for her, Andrea ultimately is able to free herself of the Governor's shackles but unable to put the Governor's former science guy down before he takes a bite out of her neck -- effectively ending her human life. When Tyreese (Chad Coleman) and Sasha (Sonequa Martin-Green) take Rick, Michonne and Daryl to the one location where she might be, they discover a fevered Andrea next to Milton's corpse and learn of her sad fate. Their tearful reunion comes to a close when Andrea ends her own life before she's able to turn into a walker.

In the meantime, the Governor fires up his Woodbury army by telling everyone that the prison community is a group of murderers responsible for the attack that Merle (Michael Rooker) orchestrated. However, Tyreese and Sasha realize it's not their fight and instead opt to remain at the camp and guard the women and children in the event of another attack.

PHOTOS: The 'Dead' and the Red: 'The Walking Dead Cast in Character and on the Red Carpet

With Rick and company hiding in the woods nearby, the Governor rampages the prison and enters the cell block only to find it booby trapped -- likely a trick Rick incorporated from Morgan. When a few of his soldiers are killed by the walkers within the walls, the army pulls out and retreats where they're met by gunfire coming from Glenn (Steven Yeun) and Maggie (Lauren Cohan). The Woodbury army's retreat leads to a gruesome confrontation not between Rick and the Governor but instead with the Woodbury psychopath and his army after all save for two reject going back to the prison. After Karen (Melissa Ponzio) -- the woman who rejected going to battle with her son -- speaks out against his orders to return to the prison, the Governor turns his gun on his own people, killing what he thinks is everyone save for his loyal thugs Martinez (Jose Pablo Cantillo) and Shupert (Travis Love).

When the Governor says "Kill Them All" -- the famed expression from the comics on which the series is based -- loyal Walking Dead fans were preparing for the bloody showdown between Woodbury and the prison, but instead the brutal scene comes within his own camp. After the Governor, Martinez and Shupert drive off into the sunset together, it leaves the stages set for the face-off with Rick next season.

Realizing they won't be safe until the Governor is dead, Rick, Michonne and Daryl head to Woodbury and stumble upon the site of the Governor's mass murder -- and Karen, who survived the attack by hiding under her son's dead body. She reveals exactly what happened and ultimately tells Tyreese to stop firing on Rick when they finally arrive in Woodbury to search for Andrea.

STORY: 'Walking Dead': How Far Will AMC Stray From the Comics?

Now armed with proof of the Governor's insanity, Tyreese and Sasha bring the remaining Woodbury residents back to the prison with Rick's group, repopulating his beleaguered ranks and perhaps setting the stage for Rick vs. the Governor, Round 2, when season four returns.

In another stunning moment from the episode, Carl (Chandler Riggs) -- disappointed that Rick even considered turning Michonne over to the Governor -- kills a passer-by in cold blood whom he claims posed a threat to the group. It's a Shane-like response that is followed by a dispute between Hershel and Rick about what really happened and sets the stage for the show to address the toll of growing up in the violent new world as well as the young child soldier's challenging relationship with his father.

Andrea's death marks a major shift from Kirkman's comics, where as of issue No. 108 [spoiler alert!] she's alive and kicking as Rick's second love interest after Lori. While the AMC series typically uses the comics as a launching pad, this marks the show's latest major detour, most recently with Lori (Sarah Wayne Callies) dying during childbirth rather than during the battle with the Governor. Killing Dale (Jeff DeMunn) during season two also nixed the potential to see his relationship with Andrea blossom into one of the sweetest romances in the apocalypse. And while Andrea hasn't made smart decisions this season, her death sends the message that peace in the post-apocalyptic world isn't going to be easy -- especially since Rick no longer has the former human rights attorney to turn to.

What do you think about The Walking Dead's third-season finale? Do you think Andrea deserved to die? Did the Governor's full-on massacre surprise you? Are you upset Rick and the Governor didn't square off to the death? Hit the comments below with your thoughts. Stay tuned to THR's The Live Feed for more interviews and news about The Walking Dead on Sunday and Monday morning. Check out Andrea's shocking death in the clip, below. 

Email: Lesley.Goldberg@thr.com; Twitter: @Snoodit