"In this life, you kill or you die ... or you die and you kill." -- The Governor

The Walking Dead has made no secret that 27 people were going to die in the Season 3 finale, but there was one among that number that hurt more than the others. After fans had been calling for Andrea's death for seasons, the moment finally came in an emotional farewell.

But we'll get to that later. "Welcome to the Tombs" might not have been the most action-packed episode of Season 3, but it was one of the most shocking, as everyone from Rick and Carl to the Governor and Tyreese proved they still can surprise us. The episode opens with the Governor beating someone whose identity can't be determined by the viewer. It ends up being Milton -- you don't burn the Governor's walker army and expect to stroll away unpunished -- although Andrea is only a room away.

Milton asks the Governor what his daughter Penny would think if she saw him now, but the question doesn't give the Woodbury leader pause like Milton obviously intends. The Governor says she would be afraid of him, but if he'd been like this from the beginning then Penny wouldn't be dead. We're not sure if that's the case, but the Governor makes it clear his mentality now is "you kill or you die ... or you die and you kill."

The Governor takes Milton to where Andrea is being held and orders him to kill her. Milton, of course, refuses, and tries instead to stab the Governor, who was obviously expecting the attempt, as he quickly guts Milton and leaves him dying in the cell. The Governor told Milton he couldn't leave the room until he killed Andrea, and his plan is for that to still happen when Milton turns into a walker.

Fortunately, Milton had knocked a pair of pliers to the floor before the Governor's attack, and he tells Andrea so she can make her escape. Unfortunately, it takes her a full episode's length of time to grab the pliers with her feet and free herself from her constraints. Milton admirably clings to life for as long as possible, ordering Andrea, "When you get free, you are going to find something very sharp and you are going to stab me in the head. That is what you are going to do."

Back at the Prison, everyone is packing up in anticipation of the Governor's expected attack. Carl looks at the photo of his mother, father and him that he rescued in "Clear," and also at the sheriff's badge his father had gave him. When they load the cars to head out, Carl is clearly mad at his father and no one is sure why. Glenn notes that he's never seen Carl shut down this much, even when he had to kill Lori. Speaking of Lori, Rick has another vision of her rubbing her very pregnant belly.

This scene is the first we've seen of Daryl since Merle's death in "Prey," and he and Carol discuss it during their requisite cute exchange. He notes that Merle had never done anything selfless before he went to confront the Governor, and Carol responds, "He gave us a chance." They hold hands briefly before continuing to pack.

Meanwhile, all seems well between Michonne and Rick, as she tells him she understands why he had to consider the Governor's proposal. "But you didn't," she said, and adds, "I never thanked you for getting me out of there that day, taking me in." There's some interesting romantic tension in this scene that could eventually pan out, and Rick officially accepts Michonne into their group by telling her, "You're one of us."

At Woodbury, the Governor has pumped up his army by saying the Prison group is "no different than the biters." A terrified Tyreese and Sasha stand up to him and say they're staying behind to protect those remaining in Woodbury. Surprisingly the Governor lets them stay and even gives them a very deep, "Thank you." The army rolls up to the Prison and blasts through the gate, blowing up some of the guard towers with a grenade launcher and killing many of the biters.

This sequence is a fun twist on the comics because, in those, more than half of the Prison group dies in a similar scene. Here the Governor and his cronies instead find the safe haven seemingly abandoned. The Governor is livid and forces his people to explore the deeper recesses of the Prison, where they walk into a trap and are scared away by a well-protected Maggie and Glenn.

Clearly this is not the sort of showdown the Governor had in mind, as he forces the other two fleeing vehicles in his caravan to stop. When the Woodbury residents complain about his tactics, he guns down every person there with the exception of Martinez and the unnamed bowman who’s been a recurring character throughout Season 3. This is the most insane moment of the finale, and shows just how far the Governor has come from Philip Blake. He has no remorse for his actions here, and made his earlier point very clear: You either kill or you die. Allen had a chance to kill the Governor after his initial assault, but because of a moment's hesitation, the Governor kills him instead. Well, we didn't like him very much in the show anyway.

Strangely this scene is the last we see of the Governor in the finale. That means he'll be back in the future, but there's no guarantee he'll make reappear early in Season 4. Our guess is he will be a threat looming over Rick's group for a while before he makes his return. The same happened with Merle and Morgan, and the wait was definitely worth it.

The other crazy moment of "Welcome to the Tombs" comes following the Governor's Prison assault. Carl had been hiding in the woods with Hershel and Beth when a boy named Jody comes bursting through the trees in front of them. He acts as though he's going to surrender, but Carl shoots him in the head. The look on Hershel's face sums up our reaction nicely, and he’s quick to tell Rick the truth about what happened. When Rick goes to confront Carl about it, the youngest Grimes echoes the same sentiment as the Governor: You win or you die.

"I couldn't take the chance," Carl tells Rick, reprimanding his father for continuing to let their enemies live and then having those people come back and kill others in their group. "I did what I had to do. Now go." Well, Rick, this is what you get for being an absent crazy father for an entire season. Carl drops the sheriff's badge at his father's feet, and it's clear his new badass attitude is going to be a problem in Season 4.

The crew at the Prison decides to make sure the Governor is gone for good. Rick, Daryl and Michonne head to Woodbury, but along the way they discover Karen as the lone survivor of the Governor's massacre. It seems as though the former enemies make nice by the time they arrive at the town, because there Karen convinces Tyreese and Sasha to let them all come in. Rick figures that Andrea is likely where the Governor kept Glenn and Maggie, and it's there Andrea's story comes to a finish.

As it turns out, Andrea did get free of her constraints, but only after Milton had turned into a walker. When Rick, Tyreese, Michonne and Daryl open the cell, they see a dead Milton, but also discover he bit Andrea before she finished him off. She has come to terms with her impending death, but it devastates Michonne and leaves the three men shaken. Rick reminds her she was always a part of their "us," and she’s relieved to know everyone in the group is still alive. "I just didn't want anyone to die," Andrea tells them, explaining her often frustrating actions over the past season. Ultimately she failed in keeping everyone alive, but it's hard not to feel touched by her attempt to maintain her humanity.

By this point, Michonne is crying openly and insists on staying when Andrea says she’ll kill herself. "No one can make it alone now," Andrea warns them, to which Daryl responds, "They never could." Andrea turns to Michonne and says, "I tried," and then the door closes on the two women and the gun can be heard going off.

Despite the early twists and many deaths, "Welcome to the Tombs" ends on a surprisingly upbeat note. Andrea is dead, yes, but Rick has taken a turn for the better. He no longer sees Lori when he returns with Michonne, Tyreese and Daryl to the Prison, and it's also revealed he decided to bring the remaining residents of Woodbury to live with them. Carol, Hershel, Maggie, Glenn and Carl look shocked by this change, but it seems like it's for the better. Season 3 ends with some gorgeous shots of the walkers closing in on the Prison, potentially foreshadowing that they will come to the forefront as the main threat in Season 4 like Gale Ann Hurd previously teased.

Grade: A-