'The Walking Dead' Recap: Who Died and Who Survived on the Season 3 Finale?

SPOILER ALERT: This recap for the "Welcome to the Tombs" episode of "The Walking Dead" contains storyline and character spoilers.

Remember when you heard those rumors about 27 people dying in the third-season finale of "The Walking Dead"? And you thought to yourself, "Wait, are there even 27 people on the show?"

Yes, yes there are, if you count the citizens of Woodbury. Or what used to be the citizens of Woodbury, as more than half of them did not make it out of the season finale alive. Along with Milton. And Andrea.

We know, we know -- Milton's death was pretty much a forgone conclusion after he got lippy with the Governor and then barbecued those walkers, and Andrea has been working most fans' last nerves all season, but these were tough losses.

See Andrea's final moments:

And then there was the most shocking loss of all: Carl Grimes's humanity, or maybe the last remaining tiny shred of innocence, depending on how you look at it, and most definitely any remaining faith he had in his father, Rick.

The evil eye

"Welcome to the Tombs" opened with a close up shot of an evil eye, the Governor's, as he's looking into the face of someone he's punching. Andrea in the torture chamber? Nah, that was our first guess, too, but it's Milton, his man of science pal, who's been bloodied and beaten by the Governor.

They chat, with the Governor, of course, ticked off at Milton's betrayal, and telling him that eight men died because Milton burned that zombie pit. Milton tells the Gov he only liked him when he was turning a blind eye to his madness, and then asks him, "What would your daughter think about what you are?"

"She'd be afraid of me," Gov replies. "But if I'd been like this from the start, she'd be alive today."

[Related: Now That Dallas Roberts's 'Walking Dead' Character Is a Goner, What's Next for the Actor?]

"Did you kill Andrea?" Milton asks. Funny you should mention her … no, she's not dead yet. She's in the other room, the torture room, bloodied herself and still handcuffed to the chair. The Governor tosses Milton into the room and tells him he won't leave the chamber without killing Andrea.

He makes Milton collect all those torture implements and bring them to him, and Milton, poor, he's a thinker, not a fighter Milton, drops them, but then takes a stab at the Governor. Which, of course, backfires on him, and leaves him stabbed and certain to die on the floor, thus achieving what the Governor promised. Milton will die, become zombified, and then attack Andrea. "In this life now, you kill or you die, or you die and you kill."

Important note: All this happened before the opening credits even flashed across the screen.

At the prison

Everyone's packing up their stuff at the prison, and doing some bonding. Michonne tells Rick she understands why he had to consider the Governor's offer, and she thanks him for taking her in back when she first showed up at the prison gates with that basket of baby formula.

Rick tells her it was actually Carl who decided she was one of them.

Oh, Carl … he packs up his important stuff -- that family photo Michonne helped him secure, Rick's sheriff badge, and his hat -- but trudges past his pa as the prison crew is packing up their stuff into cars. Carl's ticked at Rick, because Rick has banished him, Beth. and Lil' Asskicker to the woods with Hershel while … well, we don't know why yet, but clearly it's to keep him safe during whatever Rick has planned to thwart the Governor's impending attack.

[Related: Five Cool Ways to Get Even More 'Walking Dead' In Your Life]

Speaking of … Patchy Patcherson got his Woodbury army all riled up, and they headed off in trucks to tear up the prison. They drove through the gates with machine guns blasting the guard tower and other weapons shooting at anything that moved (bye, walkers) and anything that might.

A cat-and-mouse search through the prison failed to turn up Rick and company, but a diversion of flash bombs in the tombs created enough chaos to draw the Governor and his men and women back outside, where Rick and company, in a surprise attack of their own, began shooting at them until they jumped back into their vehicles and hightailed it out of the prison.

On the road back to Woodbury, a furious Governor pulled the truck carrying his army off the road and began screaming at them about their failure to wipe out the prison gang, and how quickly they retreated. Some of them dared to sass him back, and just like how you don't make the Hulk angry because you won't like him when he's angry, ditto the Governor, who freaked out, turned around, and started mowing down his fellow Woodburyans. All of them, except Martinez, the Bowman, and Karen, who played dead until Patchy left in a truck with his two survivors (how awkward was that car ride?).

Important note: This is the last time we will see the Governor, Martinez and The Bowman in this episode, which is the bad news, but that means the Governor, and his fantastic portrayer, British actor David Morrissey, will return for Season 4, so yay!

In the torture chamber

Milton is dying, and Andrea's death is also imminent … unless she can wrap her toes around a pair of pliers. See, when Milton dropped that tray of tools earlier, he left a pair of pliers hidden behind her chair. He and she are locked in the room, but he tells her if she can scoot the pliers forward with her foot, maybe she can free herself with them.

It's a tense situation, as Andrea drags them forward, removes her boots and socks (all while remaining handcuffed, might we add), picks up the pliers with her toes and passes them into her hands. Milton urges her to work quickly -- and tells her she's going to have to later use the pliers to stab him in the head -- but also asks her why she stayed in Woodbury after it became clear who the Governor was.

[Related: Laurie Holden on the Season Finale's Tragic Ending: 'It Was a Shock to Everyone']

"I wanted to save everyone … I didn't want anyone to die," Andrea says, and though her motivation and intentions didn't always make sense to any of us during the season, we get it now. All those times we thought she was being annoying, the chances she had to kill Patchy and didn't take them … it was because she thought she could save everyone, even him. She didn't want anyone else to die, even him.

Working against the clock and the rapidly declining Milton, Andrea frees one of her hands with the pliers, and just as the dead Milton begins to reanimate and starts towards her, she frees the other. From outside the door of the chamber, all we hear is screams, something dropped, and then … nothing.

See how Greg Nictotero and his team turned Milton into a walker: 

Carl, Carl, Carl

Back at the prison, Rick and his friends are happy they fended off the Governor's attack and ran his army off, but they also know there's no time for celebration. As long as the Governor is alive, they are in danger.

Also in danger: anyone who stands in Carl Grimes's way. While banished to the safety of the woods with Beth, Judith, and Hershel during the battle, the group is approached by a young Woodbury man who had fled from the prison scene on foot when the rest of the Governor's army took off. The kid, only a couple of years older than Carl and considerably more frightened, has a gun in his hand, but is about to surrender it when Carl shoots him, point-blank.

[Related: Andrew Lincoln Hints at Carl's Need of a Responsible Role Model]

Reunited at the prison, Carl tells Rick what he had to do, but Hershel clarifies to Rick that Carl didn't have to kill … he "gunned that kid down," Hershel says.

Rick, who has just recently returned to sanity, and a renewed commitment to not losing his own humanity after his breakdown following Lori's death, approaches Carl and tries to talk to him. Instead, it's Carl who has a few things to tell Rick, namely that he's not going to listen to him anymore, and that he's not doing things his way any longer.

"You didn't kill Andrew, and he came back and killed Mom. You were in a room with the Governor, and you let him go, and then he killed Merle. I did what I had to do. Now, go … so he doesn't kill any more of us," Carl says to a shaken Rick, before Carl drops his prized badge, his dad's sheriff badge, on the ground and walks away.

[Related: Andrew Lincoln on How Carl Has Been Rick's Motivation to Push Forward]

Rick collects himself for the task at hand, which is to take Daryl and Michonne and head to Woodbury. Along the way, they run into the Governor's handiwork with his people, and pick up survivor Karen.

They approach Woodbury, which is being guarded by Tyrese and his sister, who volunteered to stay behind and guard the women and children when Patchy and his army went on their mission. Tyrese is ready to start shooting at Rick and friends, but when Karen yells out and tells them what the Governor did, Tyrese opens the gates to Woodbury.

The subject of Andrea comes up, and Tyrese, Daryl, Michonne, and Rick go off to look for her, thinking she might be in the same place where the Governor had held Glenn and Maggie. They slowly approach the closed door to the torture chamber, and when they open it, they see Milton, dead, lying on the floor, and Andrea sitting on the floor across from him. She's alive!

[Related: 8 Things You Didn't Know About Norman Reedus]

But not for long. She opens her jacket and reveals that Milton bit her before she killed him. She asks her sad friends if everyone else at the prison is OK. "I tried," she says, letting her group know that all she wanted was to save everyone.

"Yeah, you did," Rick says. "You did."

To Michonne, Andrea says, "It's good you found them. No one can make it alone."

Andrea tells Rick she wants to end her life herself, and he gives her a gun. A crying Michonne says she's not leaving Andrea alone, and while Rick, Daryl, and Tyrese wait outside, they hear a shot ring out.

With Andrea and Milton dead and the Governor and his two remaining minions MIA, Rick and his group return to the prison with a busload of Woodbury citizens in tow.

"They're going to join us," Rick tells a very displeased Carl, and then looks up at the prison walkway, where he used to find the ghost of Lori looking down on him. She's gone now.

The cast and writers talk about the shocking third-season finale and what's next:

Zombie bites:

• Merle's sacrifice in last week's episode did not go unacknowledged. Daryl to Carol: "Merle never did anything like that in his life." Carol: "It gave us a chance."

• Tyrese is a major character in "The Walking Dead" comics, and he's clearly going to be a major part of Season 4, now that he and his sister are among the Woodbury survivors who've taken up residence at the prison.

• That Bible passage that had been highlighted for the Governor inside the prison? It's John 5:29: "And shall come forth; they that have done good, unto the resurrection of life; and they that have done evil, unto the resurrection of damnation."

Now, what did our fellow "Dead"-heads on Twitter think about "Welcome to the Tombs"?

Well, Josh, we're still loving the show, but totes agree with you about Martinez. Sure, he was probably in a bit of shock, but he and the Bowman could have taken the Governor out, once and for all. Martinez, wethinks you may just rue that day you didn't take that shot.

We feel your pain, @WalkingAddicts, though at least AMC confirmed Season 4 will premiere in October.

Sigh. If only, @TheWalkingGlen. If only.