Andrew Lincoln Andrew Lincoln

Say goodbye to the farm and hello to the gritty and dangerous prison!

That's where viewers will find the survivors when The Walking Dead returns for Season 3. But don't expect the prison to be a new stronghold for Rick (Andrew Lincoln) & Co. in the post-apocalyptic world in which the AMC series takes place. In fact, showrunner Glen Mazzara likens it to a haunted house. (Move over, American Horror Story!)

The prison isn't the only new setting. In fact, the season will be divided between the prison and the town of Woodbury, where the newly introduced villain The Governor (David Morrissey) holds court. Could that be where the missing Merle Dixon (Michael Rooker) has been camped out all these months?

To get the scoop on Season 3 — and dissect the at-times controversial Season 2 — turned to Mazzara and executive producer and comic creator Robert Kirkman to find out about the fallout from Shane's death and how this season compares to the last. "The audience will not be ahead of The Walking Dead in Season 3," teases Mazzara.

Walking Dead Postmortem: Which new character holds the key to the group's future?

What lessons have you learned from Season 2?
The lessons I've learned are: 1. Keep it scary; 2. Trust the audience; and 3. Listen. I'm listening to the fans. I'm listening to a fantastic team of producers. I'm listening to one of the most talented room of writers I've ever had the pleasure of working with. I'm just fortunate enough to work with a lot of different talented groups of people who are all adding to the vision of the show.

Is there anything you would have changed or done differently in Season 2?
No, definitely not. There are things that I don't think are perfect, but things are going really well and people like the comics and the show, so I wouldn't want to muck anything up. Mazzara: To be honest, I don't think I would change things about Season 2. I feel that I'm very proud of Season 2. I felt that that story revealed itself in a very surprising, interesting way.

Some people thought that all the time spent on the farm slowed down the season. What do you say to that?
I did not hear that criticism in the second half of the season. After Sophia (Madison Lintz) was found in the barn, I don't think people felt that that was necessarily the case. I felt like we hit our stride as far as the storytelling pace. Sophia coming out of the barn brought everything to a full boil. I don't think that will be an issue with Season 3. I guarantee people will say the show is moving too fast and it's too packed. "There's too much going on, I can't take it, it's too exciting!" Trust me, I know people are going to say that because we are really hitting the ground running and we expect the audience to keep up. The audience will not be ahead of The Walking Dead in Season 3. The audience will have to work hard to keep up because we have a very accelerated pace of storytelling.

VIDEO: The prison revealed! Go behind the scenes of The Walking Dead's Season 3

This section of the comics is very disturbing, between psychotic killers, zombie fights, rape and the murder of a very prominent character. Will that grittiness stay intact or is there a line you have to draw because it's for TV?
We are a bold show. We do take chances. We are committed to what we want to do and we are not going to pull punches. When you are committed to a strong point of view, not every audience member is going to like that. We're fully aware of that. That's part of being part of a cutting-edge show on cable.
Kirkman: There will definitely need to be tweaks to certain things. There are certain limitations, but I don't think those limitations dictate that we can't tell the exact same stories as the comic book. It just means we have to tell them in a different way.

The Walking Dead Exclusive First Look: David Morrissey makes his debut as The Governor

In Season 2, the farm was the stronghold for the group. Will the prison be their new safe place or will it be more like the farm, which clearly turned out to be a disaster?
The prison is a threatening presence in itself. The prison is a haunted house. The prison is not as safe as our group or the audience may want it to be. There is still a lot of danger always lurking within the prison and beyond the prison walls.

Rick has made it very clear to the group what kind of leader he is now. Will there be dissension within the group?
The audience will be very surprised to see the group dynamics this year. Rick is a very strong leader. There's a lot of emotional baggage coming out of Season 2. And yet, all of the characters will develop in an organic yet surprising way.

How about Carl (Chandler Riggs)? How will killing his first zombie change him?
We're interested in exploring Carl as a child soldier in this war against the walkers. He's no longer the young child who needs to be minded. That Carl is gone. Now Carl is on a character path in which he becomes as instrumental to the group as Rick or Daryl (Norman Reedus) or anyone else.

The Walking Dead finds its sword-wielding Michonne

How will Rick and Lori deal with that?
Rick and Lori's major conflict is coming out of their guilt and grief over Shane's death. That is really a marriage in turmoil. I think that it'll be interesting to watch those two characters try to repair that marriage when the whole world has fallen apart around them.

Will the group still be grieving Shane and Dale (Jeffrey DeMunn)?
Obviously, those are very, very big losses to our group. But the show will feel fresh and take on new dimensions and new character dynamics, especially since we're introducing new settings, new story lines and other new characters like The Governor and Michonne. The audience will not have to worry about having to keep past seasons in mind. We're pushing forward into new territory.

Are you guys more spoilerphobic after the news of Dale and Shane's deaths got out there so early?
It's definitely something we're working hard to counteract. But at the end of the day, one of the things about the leaks of their deaths is that when the episodes aired, it was almost as if no one had heard those leaks. We were very concerned that it would be like, "Oh, this is boring and anticlimactic." But once we started seeing the response to the episodes, we realized that when those leaks happened, it's a very select group of people who are constantly online trying to get information on the show. I'm trying to just accept these leaks are sometimes unavoidable, and the audience can control what they see.

Walking Dead First Look: Where has Merle Dixon been all this time?

How did you decide to pair Michonne and Andrea (Laurie Holden), which is a big departure from the comics?
I wanted to put a spotlight on Andrea and to develop who is that character on her own terms. Not in Dale or Shane's shadow. I think Andrea is ready to be on her own and it will be interesting to see two strong female perspectives together.

With The Governor coming on, how similar will this town of Woodbury be to what we're seen in the comics?
Our Woodbury will be very recognizable to the fans of the comics.  However, we are going to tell this story our way and make it our own.  

Michael Rooker is returning as Merle Dixon. Can we assume he's with The Governor?
No matter who Merle is with, he's always his own man. Michael Rooker is doing a great job of keeping this character our X factor. Merle's missing hand is his reminder of what Rick and his crew did to him. That's not something he'll ever forget.

Now that the group knows they can and will eventually turn into zombies, how does that change their outlook on life?
Mazzara: Everyone is affected in their own way. Some are reckless. Some feel life is even more precious. Their attempts to wrap their heads around this lead to some very surprising character moments. We're moving away from the suicide element.

The Walking Dead and Breaking Bad reveal Comic-Con plans

The TV series is already quite different from the comics in a lot of ways. With the comic books hitting Issue 100, how different do you think the show will look when it hits Episode 100?
The TV show is operating at its best when halfway through watching [a scene] you realize that we're doing a scene from the comic. I like it when those things catch you by surprise. By the 100th episode, the show will really be in a different place, assuming we get that far, but there will always be different story lines from the comics that work their way back in.

Are there any moments from the comics you guys are not willing to do on the show? Robert has mentioned before — spoiler alert! — not wanting to cut Rick's hand off.
Yeah, and as we get closer to the story line, I don't want to remind people that I set things in stone like that. Constantly, we're up against things in the comics where it would be awesome if Rick could... oh, Rick can't do that, he only has one hand. That is something that I regret, but I wouldn't put it past us. I'm not ruling anything out. Season 3 is going to be pretty nuts.
Just because we don't play particular scenes upfront as maybe they were played in the comic book that doesn't mean we may not play it down the road. Everything's in play. I won't say anything's off limits. I'm not interested in wrapping up The Governor, Michonne or the prison story line anytime soon. We are getting to the heart of the matter, I think the core of Robert's comic book. We really have a lot of great material to explore. I hope to explore all of that for a long time.

The Walking Dead returns this fall on AMC. A premiere date will likely be announced at Comic-Con, where the graphic novel the AMC series is based on will also be celebrating its 100th issue. Get more details on The Walking Dead's trip to the Con here.