The Walking Dead season 3 finale review: Welcome To The Tombs

Review Ron Hogan 1 Apr 2013 - 09:00

The Walking Dead's impressive third season reaches a harrowing conclusion. Here's Ron's review of Welcome To The Tombs...

This review contains spoilers.

3.16 Welcome to the Tombs

It's fitting that the final episode of the third season of The Walking Dead gets credited to the show's departing head honcho, Glen Mazzara. After all, he's the man who shepherded the show through some very rough patches in season two with the departure of Frank Darabont and who remade it in the image of his previous work on The Shield, a rougher, bloodier show that wasn't leaner but was definitely meaner. On a programme not known for subtlety, he at least tried to shade characters in certain ways, from Merle's subtle redemption arc to Rick becoming unhinged but trying to hold it together. He gave the fans more of what they wanted (zombies and action) without going too far and forgetting the show's roots as a survival drama. 

Also fittingly, this season had one of the most harrowing set-ups for zombie horror in the show's history. Earlier in the season, Merle essentially throws a walker into a room with Glenn and locks the door. The Governor has learned a lesson from that experience, as we find out in this episode. The resulting scene, with Andrea and Milton locked together in a room, was one of the better looking moments in the show's oeuvre, as well. Ernest Dickerson really milks the scene with some well-placed shots, keeping either Milton or Andrea just out of the centre of the frame to ape some iconic horror movie shots very effectively. Call it cheap tension if you wish, but it's a great way to work the locked-room danger. (Another great moment was the opening shot of the Governor speaking to someone in POV, starting with an extreme close-up of his remaining eye before panning back to a tight close-up of his bloody, crazed face.) The Walking Dead is very much a show made by its cinematography and special effects, and both were on display this week. 

Andrea's season makes more sense given that the character got to have her deathsplanation moment at the end of the episode. It doesn't exactly redeem her, per se, but she makes more sense. She's dead because she refused to change. Like Rick, she's against killing people even if (sometimes) they need to be killed. Rick, at least, can occasionally pull the trigger when necessary. She's the anti-Carl in that respect. Andrea has tried not to change, not to lose her humanity, but Carl seems to be in the process of giving his away. He's gone from a scared boy, to a boy who refused to stay in the house, to a borderline sociopath. 

I'm not going to lie, while it's a little disturbing, it would be a joke if it didn't change Carl in some fundamental way to grow up in this world. He had to shoot his mother. His father was dead for months. The only girl his own age was shot down in a zombie barn rodeo. It's no wonder Carl is looking, acting, and behaving like a cornered rattlesnake. Indeed, it looks as though Shane was a bigger influence on Carl than Rick has been, given the fact that Carl both drops the badge after telling his father off and the fact that he actually told his father off in a pretty brutal fashion. By pointing out Rick's repeated failings, Carl is saying what a lot of people in his position would be thinking. 

For better and worse, Carl Grimes is not growing up in the world Rick Grimes is trying to hold onto, and that shows itself more and more with every passing moment, from Carl's disgust at another show of kindness from his father, to Carl crossing a pretty big line in the sand. It's a gutsy play for the show; lots of folks have described Carl as a miniature Governor, and that makes a lot of sense given the way they respond to pretty much everything. Both are traumatized by their world, and both are lashing out at others in destructive, hurtful ways. 

Will Scott Gimple be brave enough to turn a major character - a child no less - into someone who kills without a second thought, even when it's a surrendering man? With Glen Mazzara at the helm, you knew The Walking Dead would kill off anyone at any time (except for Rick and Carl), since Glen is the guy who ended the Sophia saga with a dead preteen walker. I wonder if AMC will allow the new show boss the freedom to turn Carl into a serial killer or if they'll be forced to dial it back by a) fan reaction or b) the powers that be.

Read Ron's review of the previous episode, This Sorrowful Life, here.

US Correspondent Ron Hogan cannot wait for another season of The Walking Dead with another new showrunner. Maybe there can be someone both AMC and the fans love. Find more by Ron daily at Shaktronics and PopFi.

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I actually thought the kid did the right thing. He told him to drop the gun, so the guy walks toward him with the gun outstretched saying, come and take it from me.

mixed emotions for me in this ep. I will not miss Andrea, her stupidity had me screaming at the tv. you are stuck in the room with someone about to die, yet she pauses from obtaining the tool to save herself to have conversations with him, he looks like he is going to turn and she pauses just to make sure he is dead. its in a woman's DNA to multitask, you don't have to stop what you are doing to talk, you can do both at same time. this should be a big character that I feel bad about losing but by the end all I could think was 'good, you deserve to die you idiot'. that aside, great episode

totally agree, the kid saw a child and a guy with one leg, he could have put gun down but was walking towards him with a plan in mind. Carl did the right thing

Carl reacted appropriately. That kid was getting ready to lunge. He was told at least twice to put the gun down. Carl had to go Jack Bauer on him. The world has changed and Carl is definitely the John Conner of this show.

I think that the episode couldnt be worst. What about the the attack to the prison? The worst scene ever, no one dies, no one fights, no tension at all, 3 bullets and thats all. 50 guys against 2 (glenn and maggie), and they were afraid of them to make them run like bitches?. The end doesnt leave me waiting for another season, like the other 2 seasons did. It has no mistery at all of what is going to happen; ok we are cool, we are all at the prison, we only spare 2 bullets and the governor make the job for us, and now we are 30 and he got only 3, a nice sun in the evening, the end. What a sh*t. I think the writters didnt work more than an hour to make the chapter. Ohh i forgot about andrea, i dont fu**ing care about her!!! she doesnt diserve half of the show, one of the most hated characters ever and got all of the attention, another mistake. I think the season finale its a 4 or 5 only because i liked the other 2 seasons, if not its a 2 or 3 over 10.

While I don't think that running away was the right response, it is not at all surprising that the Woodberry citizens did. After all the whole thing was designed to break their fighting spirit. They were civilians facing battle hardened warriors, and the only thing they had going for them was their superior numbers. So Rick (or whoever came up with the plan) set them up so they would walk into a scary, claustrophobic maze of tunnels, then just when the tension was at its peak unleashed monsters on them, battered their ears with sirens (and prevented them from hearing the orders of their leader) and filled their eyes with smoke grenades to prevent them from seeing their enemy. Most battles in history have not been won when one side killed the other, but when the other side lost their nerve and ran.

I also think that it is a matter of perspective to label Carl as a sociopath. While in our world his actions would definitely show him to be as such, in the world he lives in his character will be a life saver for him and for all those in his group. The same is true in war, many of the soldiers who have received awards and the love of their fellows in battle would have been destructive in a safe civilised society, with no outlet for their "talents".

Sure the attack scene was "50 against 2" but you've got to remember The Governer's 'army' was built almost entirely of random Woodbury civilians with no combat experience. Having lots of people doesn't help if most of them have no clue what they are doing. It makes perfect sense that The Governer's makeshift army would panic and run after walking into a trap. They didn't know they were actually only fighting two people.

As for there not being anything to look forward to for next season, The Governer is most certainly going to regroup and come after the prison group again, Carl is developing into a full-fledged murderer and all the new people at the prison will probably cause more trouble than they are worth since it's mostly all old people who can't fight and will just be extra mouths to feed.

c'mon this was a horrible episode - the Gov-and-co. spent SO MUCH time at the prison dicking around looking for the good guys then they got run off buy maggie and BF? please... then the GUN jams - huh? felt like a bad episode of.. a bad episode of something. then later andrea can't pick up a pair of pliars with two feet? while she was struggling i tried and was able to pick up a mont blanc, a remote control, and my keys with my foot and bring them to my hand - no problem - she acts as if her leg doesn't bend the right way....

STILL - all of this i could forgive - until the prerequisite dropping of the pliars - omg, how cliche. and as hard core as she is she sits waiting WAY too long for dead guy to come back? she's a survivor she would have been using those pliars from second one... love how she took apart police handcuffs with pliars and one hand - neat trick.

then Gov. just runs away, huh? i think rick and friends should have taken over the town - who wants to be back at the jail.

only interesting point to the ENTIRE episode was carl. he's turning out to be a pretty cool kid - stepping up where his fathers leave-it-to-beaver attitude is putting everyone at risk (and killing some) to hold onto the 'morality' of a bygone society.

meh.

Ive not had a chance to watch the episode yet due to me working but i am about to watch it now. By the sound of these comments im beginning to think it wasnt all that special but i'll watch and see.

Some of you have a messed up moral compass. Carl is now a murderer, not only that he blatantly disrespects his father. A 13 year old psycho with a gun.

Hasta la vista, Marita Covarrubias.

I get what you mean by sociopath, but serial killer? Nah. He didn't kill that kid for any reason other than survival. It's war and he gets it. If he kills for fun or out of meanness then that is missing the point. He doesn't think like a kid. Also tv show Andrea was not comic book Andrea (though she was becoming that under The cruel tutelage of Shane, which was strangely forgotten) so I think that's why Carl is such a good sharpshooter. And with michonne and Daryl, rick's got plenty of rough ridaz, shut em down open up shop. Makes me wonder if we'll see some more non comic book side swaps. Abraham maybe? He'd be a considerable threat against Rick.

Yes he was gonna try something. Sometimes I wonder if the characters on tv are seeing what I'm seeing, and in this case, Carl did. Maybe an old lady will cut Beth's head off n Hershel will think it was Carl. Or maybe Hershel will have an old lady, so to speak, and chill out. Hershel definitely plays double duty as Hersh and dale, and on this show, that'll get you killed. So don't act like dale, kids.

So why the hell do they end-up back at the prison at the end? Woodbury is safe, comfy and (now) theirs, yet they go back to a prison that is now completely vulnerable, with no watchtowers and no secure land around it?

That's got to be a budgetary decision, because it makes no story-telling sense.

I get why the governers men ran away - they're inexperienced civilians, so easily spooked. But for the governer to just freak out and kill them? Nah, it's out-of-keeping with him. Sure he's vicious, but he's also a strategist.

Not sure what the next season will bring. It seems like it's time to do the "safe zone" story from the comic, but that would involve them occupying Woodbury (or somewhere like it). Instead we're just back in the prison. Meh.

I thought it was a very disappointing finale - the Governor story line fizzled out half way through the episode and he just drove off with two of his guys. In the time it took Rick and co to get to Woodbury and back he still hadn't returned?

Andrea's story and that of Milton were flagged pretty early in the season and I was hoping that the prison - twice proven to be undefendable in that people and zombies can easily breach the outer walls - would be left behind and a new beginning start in the new season

The main characters were all pretty much ill served in the episode with various characters being there just to fill the screen and none of them really doing anything apart from the Guv, who is now in full-on whacko mode

I hope that the new season is more of a trek across the States and some new smaller arcs are brought into play - and now they have the bus why not pile in and head for somewhere deserted like parts of Canada or Alaska?

i was wondering the same thing about woodbury

it was horrible

The finale was piss poor.

It's a light ending with no suspense, it offers no justice to the comic and went in a direction to please the audience that there's some hope in this world. It was weak and pleases the weaker audiences who can't stomach a bit of insanity.

I like to pose different endings to things I dislike so here's an alternate one.

Civilians assault prison in a sensible manner led by 3 soldiers of war (not grouped up), the first group is holding outside where some zombies from the forest are coming in, gunshots are made and a few from the outside die, the ones in the inside look back and are ambushed. They are flushed out by the same tactics but people actually die in the process. The remaining group retreat.

Rick and Co. prepare for the next wave of attack while not being silly enough to chase after and assault an odd 10 to 20 people left over. Michonne who went scouting up ahead witnesses the massacre, saves a remaining 2 and reports back to Rick and Co, and her journey back she tells Rick about it and they're on the hunt to Woodbury to inform them of the situation and to finish the Governor off.

We see the Governor driving but he turns around and drives onto another road at a crossroad, his heading back in another direction with his two soldier's. Then a scene we see him using the prison route that the first group used to enter, which he knows from previous episodes.

Rick and the other two make it too Woodbury, same scene, they rescue the remainder with the surviving members convincing the rest to leave while the blonde dies (but she never did release herself) instead the room they go into, she's a zombie and Michonne drives a sword into her head.

Rick comes back to the prison, he shouts out a few names in concern the gate is wide open and overrun by zombies, he opens the prison door and there it is, bodies and bodies, he runs frantically over turning bodies from the previous battle and finds each of his crew dead, he lifts one of the Governor's dead soldiers over and his son is under it, Rick on his knee's is crying.

Rick realizes his baby is not one of them and runs around searching and the scene ends with him walking back to the center of the room with everyone standing there in shock, pan out camera.

Credits appears and it finishes and we see the Governor driving off, with the baby next to him in the car.

Rick places his gun to his head and shoot himself in a cell block, realizing he'll never find his baby again and the Governor is gone for good.

Bang Season 4...massive ending, lots of people die, shock the public, stay a bit on track with the Comic that does massacre people off and implies a lot of gruesome events.

Would've made me feel like OMG if these events or similar happened but they stuck with this happy go lucky feeling that Rick is this person he wants to be again and they swayed so far away from how the original Comic is just so the audience wouldn't close their TV and go, this is pushing it.

I suppose they can always return back to woodbury, if it isn't manned fully it wont be hard to get at even if the governor returns. I think they needed to regroup, integrate with the new people and then decide what to do. they know the prison they don't know woodbury enough to go straight in there. the people had no idea of the govenor's hiding spots so what's to say he hasn't got secret access to woodbury? going back to prison first was best idea

there's nothing in the rule book to say a season finale has to finish with a cliffhanger. A big character in merle died the ep before, andrea and Milton to an extent in the finale. its not the end of the world people, its not a movie, there will be a next season and i'm sure fatalities will occur. In an ideal world the Governor would get it but this way he is open to return and cause more damage next season

Thank you for your awesomeness.

You are most welcome.

He did the right thing for the wrong reason. Yes, the kid did not drop the gun and so it could have been a distraction move that could have led to danger. A police officer in the same position might have fired.

HOWEVER...

It was pretty clear Carl was itching for a fight. He was furious at being made to stay behind. He shot that kid to "prove" he could protect folks --even when they probably did not need protecting at that moment. I think the kid was surrendering and too dumb to do it right. Rick would have saw that and continued to say "drop it" with weapon pointed. He would not have fired. Carl used that kid as a proxy for the fight he wanted to be involved in.

I assumed that they didn't jam and were sabotaged while they were in the prison.

visit GATVERcom to watch it replay for free

Plus you gotta think, volume 1 and season 1 were Atlanta and its outskirts, volume 2 and season 2, the farm. Now I'm not saying it should stick to that formula cuz the next 6 seasons would be jail and Woodbury, which would get old, but it started to look like the fast pace was gonna cram all 6 volumes into season 3. That to me wouldn't do the jail or the Governor justice. Lets keep em if only for one more season, in my humble opinion anyway.

You just put me in my place man. I think I have to agree with you now because your points are valid. Just cuz he's not thinking like a kid doesn't mean he's not one.

Agreed, if they know the prison well then it follows that the governor knows Woodbury just as well.

Pretty disappointing ending. After all the build up it ends abruptly and we still have to wait for the final confrontation with Rick and the Governor. I know it doesn't need tyo follow the comics to a t but it'd be nice if they wrapped up the prison drama here sooner than later. Hopefully season 4 doesn't take place entirely in the prison. I want to see the group back on the road and moving forward. But hey, at least Rick and Co. now have more extras for zombie fodder. Makes guessing the next victim that much harder!

While the prison scene disappointed me, I understand why they all quit on the Governor. Since Merle took out some of his most loyal troops his forces of trained killers was depleted to like 3 or 4 seasoned vets while the other 50 ppl were just townsfolk who had shot a walker or two. So they had the moral dilemma of wanting to not kill the "crazy people" in the prison and leave them alone. A lot of people might make that decision too.

It was very anticlimatic though

So, you bloodmongerers out there, was that bloody enough? I like season 2 more and more with every episode of season 3 I am watching. The hitchhiker was the turning point for me. I don't know if I give a damn where the show will go in season 4 - they've (almost) all lost their humanity now, and so has the show. Judging by some comments I've read - maybe some of the audience has lost its humanity, too. I better get some ammo for my army gun if that's what life has to offer....

Carl doesn't live in the cushy sheltered world that you do.

No matter how bad their world has become, it will never be acceptable for a child to shoot someone in cold blood.

I I'm a huge fan of the show and loved the first half of this season, but since the mid-season break, i've felt that all the episodes ( apart from the one where Morgan returned) have been relatively weak. I thought they would justify these episodes by building up to one great season finale, however I was truly disappointed and hope that season 4 gets the show back up to its usual great standards. With shows such as Game of Thrones, Breaking Bad and Dexter raising the bar higher and higher, this was a huge letdown.

Not acceptable, necessary. Was it necessary at that point I don't cuz you make a convincing argument against it but say it was the governor or say they have a gun to a loved one's head. When u was 10, my dad was shot in a home invasion while I and my mom and sisters lay on the floor tied up. They left him for dead but he survived. We already live in an ugly world. They coulda shot me, my mom, and my sisters. Now picture living like that day in and day out. That particular moment was morally ambiguous and still leaves room for one to believe it was wrong to shoot that kid. Could he have shot Carl and the others? Yes. Would he have? Judging by the reactions of the rest of the Woodbury civilians, I think probably not. And in passing the hitchhiker, Rick can't really expect any other outcome but a cold blooded killer for a son. But we are scared to pick em up in real life. Would that really lessen in the zombie apocalypse?

*when i was 10

marita covarrubias would never.

Marita was a smart cookie, that's for sure.

Though she was looking more than a little zombiefied around the end of X-Files.

i know that woodberry people is not army people, but maggie or glenn are civilians too, there are just normal people fighting for a common cause, i think that nobody would run knowing that they r going to the prision exactly for fighting on a war.

I think the only "cath" to the next season is carl, and it wouldnt be believable that the governor gets a new army of 50 guys from nowhere, i dont like to think that this is going to happen, cause its the easyest way of write another season; im hopping the writters make a spin on the history and get me a new enemy and no more boring and dissapointing scenes as the andreas scenes all over the season,or the attack to the prison.

Sorry about my english, i know my spelling is horrible, i dont speak it very well yet.

I can't see it going any other way really, and how would he recruit these guys? Hey y'all come live in my town and let me order you around? Come to think of it, since Rick n em didn't stay in Woodbury, why not burn it down?

Glad to see Andrea go; like Rick, she makes the wrong decision over and over again and people die. This time it was her turn. As to Carl's sociopathic turn, I'd like to point out that warlords in African nations, South American jungles and American inner cities have been arming and training child soldiers for years. Carl is desensitized by his environment and takes a child's black and white or "us versus them" approach to his world. Are you a threat? Bang. As the child armies of the Congo, Columbia, Baltimore, and too many other places have proven, you don't need zombies to turn kids into amoral killers.

Maybe they just don't believe they have the manpower to defend somewhere like Woodbury. The Governor had by my reckoning at least 12 fighters at his disposal (he lost 8 men the previous episode, he lost Merle and he left with 2 guys).

Ricks group have Rick, Daryl, Glenn, Maggie and Michone. Not nearly enough to keep somewhere like Woodbury secure, but enough to keep a prison block secure.

i kinda thought that too - but why didn't they sabotage the tires of the getaway car - as far as i understood the group was behind the fence and in the forest chilling out. maggie and BF were on the catwalk - not sure who was lobbing the shock and awe grenades.. who came across and just 'jammed' the one gun - wouldn't it have made more sense for them to hang out on the gun and mow the bad boys down on exit?

i don't think there is enough info (in that episode) to tell one way or the other what happened - just seemed phony that the gun got 'jammed'

So your idea is to kill the two characters who havn't died in the comic both angering the TV series fans and the Comic series fans.........this is a terrible idea. There would be even less reason to watch...

here's why this show is great. For two years I've been saying that Andrea was a dull character and had no reason to be there, and I wished they killed her off. And then when they do finally kill off a character I have no interest in? ....floods of tears from both me and my wife. This program KNOWS how to do emotion, and do it well.

Just brilliant.

Wow! That cliffhanger! Brilliant, what a way to make the audience super excited for the next season!!!

Moral compass? It's so easy knowing right and wrong sitting on your couch. Everyone knows right and wrong when no decision needs to be made. The young man with a gun, is confident and when seeing an amputated old man and a child, he sees two vulnerable people and thinks he can take them out. If it was Rick and Daryl, he certainly wouldn't be saying "here, take it..." he'd drop it instantly or fire.

Carl nailed it with his reasoning. It was a recurring theme for the episode and the season. Kill one guy, he could be harmless-but then again he could be the eventual cause for the death of a loved one, or your whole group. Then you will wish you killed him when you had the chance! Carl's take no prisoners attitude is a master stroke of character development. He will be a fantastic character to watch in season 4 and I can see him, despite his tender years. Leaving the group on his own or even challenging leadership which lets face it, would be flippin brilliant!

Terrible episode, all the bad points have been highlighted here, after a strong start this series has fizzled away, returning to the boredom that was season 2 first half, I think the powers that be think the shows going to be a long runner or something and have started the "milking process".
Thought it was so bad just had to contribute!

The situation Carl found himself in was different, the kid was lowering his gun. Mankind has been in many horrendous moments, such as recently two world wars, most of us don't forget honor and decency. Carl was clearly frustrated at his father for not allowing him to take part in the fighting. He was desperate to kill someone, so he seized the opportunity to do so.

Carl executed him at point blank range, it was dishonorable. Then he lied to his father, said the kid pulled his gun on them. A lie to cover the ugly truth. There's no defending Carl, he murdered the kid.

(Spoilers/Rant)
This episode just served to annoy me. In the comics the Prison battle was much more graphic and occurred in the evening with a full on fight including a tank and featuring the death of many of the main cast along with The Governor, Judith and more.

What annoys me the most however is the forced action of the Governor murdering all his troops - thus meaning that Rick and his group barely killed a single member of the Governor's forces in the prison battle... pretty sure only three of them actually died in the prison assault...

So yeah... Season 3 is over... we're still stuck at the boring ass prison with characters no one likes while watching Rick with the same level of insanity (A plot that is going nowhere) and we slowly watch as it destroys any chance of following in line with the comics it is based on (In which Andrea is alive and the new lover of Rick)

Also... it doesn't even feel like the end of a series... are we really supposed to give a crap about the heavily forced Andrea scenes? or the fact that the Governor is around still? Especially when the writers have been stating the next series will focus on 'character development' - haven't we had enough of that with series two and three?

Seriously... this entire season could have been compressed into three episodes;
- They find the farm / Andrea and Michonne end up in Woodbury
- They clear the farm / Andrea and Michonne escape woodbury
- The Governor (Jealous of the prison) attacks / They retaliate

I haven't read the comics so I can't compare the two, but I thought this episode was fairly well thought out. Rick's group was never about annihilating the citizens of Woodbury, that was the Governor's agenda. The prison group's tactic allowed them to make to most effective use of their resources without putting them at any extra, unnecessary risk.

As for the slaughter of the Governor's troops, it just further reinforces what we already know about the Governor. He only kept up his charismatic facade because he had to. When his troops retreated and refused to go back into the prison, they ceased to become useful and of value to him (ex. Milton). So why would he keep them around for any longer? Furthermore, with his troops down to just himself and two others, it would be suicide to go back to the prison right away.

I agree it's a little disappointing that the Rick vs Governor plot wasn't resolved, but at the same time it gives the show more time to flesh out an even more dramatic and probably more gory ending to that storyline.

I like the idea except that of the huge massacre in the cell block. I did think the Governor would kidnap Judith, taking her as his new adopted daughter after his own daughter (Penny?) was killed by Michonne.
I had a feeling that they'd kill off either Glen or Maggie, as the "Let's get married" thing would be too happy to leave it on. And I saw Glen's confession to Hershal that "Maggie was worth more to him than his own life" as more of a foreshadowing that he would die saving her.
Andrea's death I could take or leave. However, I did like that she was bitten in a similar place that Amy was, and she repeated her line "I know how the safety works" from season 1. That made it feel more well rounded.
In no way would Rick die. He may have been less central to the plot for a while there whilst he was out chasing ghosts, but he is still the main character. They can't kill him off when it is centred around him struggling to keep the humanity of his son and himself.

Its more than disappointing. I feel tricked... seeing as they hadn't even signed 'The Govenor' on for another series until now (cant remember actor name)

To me the 'senseless slaughter' just annoyed me greatly because in the comics he attacked Woodbury with over 30+ soldiers in pretty much the same way the trailer suggested - killing pretty much everyone. Either way, I feel cheated. I watched a whole series of 'Andrea' bull and then to kill her off is just annoying as hell to anyone who realises how amazing her character became in the comics - bringing rick out of his overlong depression about Lori and actually becoming useful.

Either way... I'm not watching them anymore - its boring. I cant believe I wasted an entire series on build up for the next freaking series.

Rick explained the Carl situation earlier in the episode "He's still just a kid; it's easy to forget that". Children are so much more likely to pull the trigger when they are scared. Carl is very very scared.

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