"I'd rather take my chances out there than stay here." -- Michonne

Season 3 of The Walking Dead has gone off the deep end, and it doesn't look like it's coming back any time soon.

We had our concerns going into this season following a weak, disjointed Season 2, but it seems as though they were all unwarranted. The Prison surpassed our expectations. Woodbury and David Morrissey's The Governor surpassed our expectations. And now, in Episode 4 of this 16-episode season, we've already lost two major characters who have been with us from the beginning.

The opening of "Killer Within" sets up the mayhem to come throughout the rest of the Prison scenes in the episode. A person whose face we don't see opens the gates that Rick & Co. had previously shut, leaving a trail of human body parts for the zombies to follow. Unsurprisingly, that triggers some pretty terrible things later in the episode.

At least there's some levity after that. The adorable scene we saw earlier this week where Glenn and Maggie are caught getting it on in a guard tower starts off "Killer Within" on a happy note, even if it doesn't last long. Inmates Axel and Oscar soon show up and beg for Rick to let them be part of his group, but he says no. T-Dog is the only one who seems interested in having them around, but everyone else overrules him.

Cut to Woodbury, where Michonne is still suspicious (and rightfully so) of the little civilization The Governor has put together. This is the first time in three weeks that The Walking Dead has shown both of its packs of survivors in one episode, and I'd argue it's to contrast the way the two groups are forced to live. Michonne might be wary of The Governor, a sentiment that is only enforced by their conversation in this scene, but at least Woodbury is safe from the walkers. At the Prison, Rick and everyone else can't find that same level of safety.

Back at the Prison, it doesn't take long for shit to hit the fan. Hershel ventures out of their cell block for the first time since his amputation, and we get a tease again of Carl's crush on Beth. As Hershel is out and Rick, Glenn and Daryl head back to the rest of the group after gathering wood outside the prison grounds, walkers manage to swarm the formerly safe area the survivors had cleared out. Everyone is split up, with Beth and Hershel in one area, T-Dog and Carol in another, and Maggie and Carl left to care for Lori. Axel and Oscar, who had just received food from Glenn before the walkers attacked, are left safe but still ask, "What about us?"

T-Dog is the first main character to go this episode. He’s bitten on the back by a walker as he and Carol flee, which means there's no coming back for him. He doesn't get his dramatic death until later in the episode, but it's insane to think he got the ax less than halfway through "Killer Within."

While that mayhem is unfolding, the drama at Woodbury is more subdued. Michonne has a clear plan to leave the town and head to the coast, but Andrea is skeptical. Andrea then talks to Merle about Daryl, giving him a map to Hershel's farm and encouraging him to look for his brother. "How come we never hooked up?" he asked her in one of the episode's few funny moments, and after they hash out their differences it becomes clear Andrea still has a chip on her shoulder for being left behind in the mayhem of the Season 2 finale.

She asks if The Governor is a good man, and Merle says he is, but the audience already knows that's not the case. When The Governor -- who, we should note, is so comfortable in the safety of Woodbury that he's playing golf off the community's walls -- later volunteers to help Merle find Daryl if he can learn more information about the survivors. We can only wonder what his ulterior motive is, but it’s likely to dispatch any potential survivors in the same way he did the National Guard.

Another exchange takes place between Andrea and The Governor, where they talk about loss and he admits he and his daughter were left to face the zombie apocalypse alone after his wife died 18 months earlier. At the end of this conversation, The Governor confides his real name is Philip, and he and Andrea almost share a kiss. I really hope this weird sexual tension doesn't pan out, but given The Walking Dead's track record this season, they'll likely have sex right before Andrea stumbles across his creepy "man cave."

The differences between the Prison and Woodbury are really underlined in "Killer Within," and we get to see what Morrissey was talking about when he discussed the way Rick's group can't thrive in the same way Woodbury does because they're always in fear for their lives. The same person who left the Prison gates open also set off the compound's alarms, causing more walkers to flock to the grounds. Rick, Glenn and Daryl go to shut those down, distracting the trio from saving the rest of their allies.

It's a shame that had to happen, because in the meantime T-Dog sacrifices himself to protect Carol (and a later shot of his destroyed body shows his death wasn't pretty) while Lori begins having contractions during a zombie chase. It becomes clear she's going to have the baby, and that Maggie and Carl are going to be the ones to deliver it.

Unfortunately, Carol was right about Lori needing a C-section, and with no anesthetics or bandages in sight, we quickly realize Lori isn't going to make it through childbirth. In a heartbreaking scene, Lori tells Carl he's the best thing she ever did. Then Maggie takes Carl's knife, cuts Lori's stomach open and manages to successfully deliver the child. The baby survives (and, we should note, doesn't come out a zombie), while Lori bleeds out on the floor.

At this point, Maggie is ready to walk away from the soon-to-be zombie Lori, but Carl won't have it. The episode cuts to a flashback from Season 2 where Rick tells Carl there's "no more time for kids stuff," and then we hear a gunshot. While I had been lauding the arrival of Badass Carl in the season premiere, here we see he really has lost his innocence.

In the final moments of the episode, Rick, Glenn and Daryl find T-Dog's body but then regroup outside with Hershel and Beth. While they're asking about the rest of their group, the baby can be heard crying. and Rick turns to find Maggie and Carl with his new child. The revelation that Lori is dead and that Carl had to be the one to kill her causes Rick to finally snap, and "Killer Within" ends as he collapses to the ground in his grief. Looks like we're never going to have a happy resolution to Rick and Lori's marital problems.

"Killer Within" has to be one of the most disturbing episodes to date. The look on Carl's face as Rick is sobbing in the background is more devastating than Lori’s death (an event fans have been asking for since Season 1). If we're at this point right now, I have to wonder where The Walking Dead has left to go. But considering we're only a quarter of the way through this season, it remains to be seen what we have in store over the next 12 episodes.

Grade: A