'Walking Dead' shocker! Who died in season finale?

“Welcome to the Tombs,” the season finale of “The Walking Dead” proved to have the shocking ending fans were looking for.

The show opens with the Governor beating up Milton for burning the walkers and for not telling him about Andrea’s plan to escape.

The Governor drags Milton into the adjoining room, where Andrea is tied up, pleading with him to stop.  The Governor announces that Milton now has to kill Andrea.

“Show me that you’ve learned something,” he says evilly. “There’s no way you’re leaving this room without doing it.”

Milton attempts a fake-out and goes to stab the Governor instead.  Not a good idea.

The Governor throws Milton up against the wall and viciously stabs him in the stomach multiple times.

As a slumped Milton slides to the ground, the Governor declares to a horrified Andrea:  “In this life now, you kill or you die, or you die and you kill.”

And this was just in the first five minutes.

Yikes.

The scene flips to a dejected looking gang at Woodbury, with Carl staring sadly at his father’s badge and their framed family photo, as the rest of the group packs up a car.

In a heart-to-heart, Michonne asks Rick about the Governor’s offer to take her instead of going to war and why he didn’t take him up on it.

“It was Carl who made the call,” Rick says. “He said you belonged here.”

Back at Woodbury, the Governor is assembling his men and all of his weapons.

“Let’s go!” he yells before getting into his truck and heading to the prison with his army.

With some crazy firepower, the Governor’s group descends on the prison, shooting all of the walkers at the gate before swarming the inside and discovering…surprise!  Rick and the gang are nowhere to be found.

Meanwhile, a dying Milton tells Andrea that he dropped a pair of pliers behind her chair and instructs her to try and grab them with her feet as quickly as she can to free herself.  Then he wants her to stab him in the head, which would put him out of his misery, as well as ensure he wouldn’t turn after he died.

At the prison, the Governor and his group set off an alarm and some explosives as they’re walking through it trying to find Rick.  As they run outside to escape, a SWAT gear-clad Glenn and Maggie fire from above, driving the group away from the prison.

“We did it!” an overjoyed Maggie yells to Glenn.

The rest of the group surfaces from their hiding places, happy about the small victory, but also realizing that the Governor is not going to give up so easily.  They decide to split up—Rick, Michonne and Daryl will go to Woodbury to fight, and Glenn and the others will stay back to guard the prison in case the Governor decides to return.

As the Governor is retreating, his group begins to turn against him, pulling over their cars and refusing to continue the war.

“We’re not soldiers,” Karen, one of them, yells.  “If you want us to kill biters, of course, but this is crazy.”

“They killed my son!” another says.

All of a sudden, to everyone’s horror, the maniacal Governor opens fire on his own people in the middle of the street.   Even his trusted right-hand man Martinez is scared.

Afterward, the Governor calmly gets into his truck and drives back to Woodbury.

At Woodbury, Andrea is just getting the pliers from her feet to her hand to free herself when we see Milton, who has just died, start to move his hand. Uh oh.

Milton stirs, opens his eyes, and we see that he has turned.  He starts to walk toward Andrea—who looks like she is about to free herself in time—but the camera cuts to outside of the torture chamber, and we’re just left with the sound of Andrea screaming, followed by silence.

Rick and Daryl, on their way to Woodbury, come across the mess the Governor has left behind—the men he killed have turned and are eating one another in the middle of the street. They discover that Karen was able to hide from the Governor, and they decide to save her and bring her back to Woodbury with them.

When Tyreese, who is guarding Woodbury’s walls, realizes that Karen is with Rick and she announces that Rick saved her from the Governor, Tyreese lets them all inside.

“What are you doing here?” he asks Rick and the group gruffly.

“We were coming to finish this, until we saw what the Governor did,” Rick responds, adding that Karen filled them in on Andrea’s escape from Woodbury to the prison.

“She never made it,” Rick says. “She might be here.”

Tyreese leads the group to the torture chamber, explaining that Andrea might be in there because it is the same room that the Governor held Glenn and Maggie.

As they walk down the hallway, a big pool of blood is trickling under the door.

When they open it they find Andrea alive, but with a huge bite on her neck.

“I tried to stop him,” she says weakly, pointing to the dead walker Milton on the ground.

Andrea begs Rick and Michonne to let her kill herself.

“Let me do it while I still can,” she says to a sobbing Michonne.

A visibly shaken Rick steps outside the room with Daryl and Tyreese, leaving Andrea and Michonne alone for Andrea’s final moment.

“I’m not going anywhere,” Michonne says, tears streaming down her face.

The camera jumps back outside the room to an anxious Rick, Daryl and Tyreese.  A single gunshot breaks the silence and the scene fades to black.

In one final scene, the sun rises as Rick, Daryl and Michonne drive back to the prison.  He has brought a bus load of Woodbury residents who are still alive—mainly old people and young children—to stay with them and to protect them from the crazy Governor.

In a powerful moment, as the new people are being shown into the prison, Rick glances up at the spot on a guard post where he normally sees a vision of Lori.  She is not there.  Rick seems to smile, finally experiencing a moment of lucidity after weeks of internal torment about the death of his wife.

Season three concludes with the rising sun shedding light on a wooden cross in the field outside of the prison in perhaps a moment of remembrance, healing and a new beginning.