Based on the comic book series written by Robert Kirkman, the hit AMC drama series The Walking Dead has returned for a third season, with higher stakes, more threatening human villains and, of course, plenty of zombies.  With tensions at an all-time high, the mysterious Michonne (Danai Gurira) decided to follow her instincts, in regard to the apparently idyllic town of Woodbury, its Governor (David Morrissey) and her friend, Andrea (Laurie Holden).

During this recent interview, co-executive producer/special effects make-up supervisor and designer Greg Nicotero talked about how the recent deaths and newborn baby are affecting Rick Grimes (Andrew Lincoln) and his group of survivors, Rick’s delusions versus the Governor’s delusions, getting to introduce some iconic aspects of the comics, and how viewers will soon learn the fate of Carol (Melissa McBride), while actress Danai Gurira talked about Michonne’s decision, the challenges of maintaining the character’s intensity, how they adapted Michonne’s backstory from comic to screen, and how her companions were brought to life.  Check out what they had to say after the jump, and be aware that there are some spoilers.

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Danai, can you talk about Michonne’s decision to leave Woodbury?

DANAI GURIRA:  There are certain things that you just have to wait and see.  Trust me, you’ll see where it ends up.  But, her decision was pretty obvious, from the beginning.  She wasn’t happy at Woodbury.  It was really working against what her instincts were okay with, being in this place with these men having taken her weapon, and living under someone else’s rules, all of the sudden, when she didn’t choose to give them any of that power.  It really is a complicated thing because you can understand why Andrea (Laurie Holden) wants to be there.  There are comforts that she hasn’t seen since before the apocalypse.  But, Michonne has learned to survive and to thrive through really listening to her instincts and never doubting them, and her instincts just get further and further confirmed for her, up to the point where there’s no way she can stay there, especially after her experience with the Governor.  It was just about really trying to make her friend understand that they needed to get out of there because this place wasn’t a great place for them.  But, they each had to make their own decisions.  It wasn’t easy.

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Greg, did that zombie consume all of Lori, or just parts of Lori?

GREG NICOTERO:  Well, the idea is supposed to be that the walker dragged her around the corner of that boiler room.  So, there was actually a blood trail that continued past the walker, around the corner.  And then, at that point, once it engorged itself, disgusting as it was, you saw it’s extended belly.  We wanted to give a little callback to Lori, even though we clearly know that Lori’s not pregnant anymore.  Some of the little touches we added was bits of hair in its mouth and hair in his hand, when it reached up towards Rick.  We really wanted to show that this thing had feasted on her, as horrible as it was.  It’s a callback to the episode in Season 2, when they were going to do the autopsy on the walker to see if it had eaten Sophia, and they found the pieces of the woodchuck.  When Rick knelt down and pulled the blade out, there was that moment where you thought, “Oh, god, he’s going to cut it open because he just needs to see.”  It was a really horrible, sick connection, but he just needed to be connected.  He walked into the room and saw her clothes on the ground, and he picked up the bullet from the ground.  It was a little hard to see until he rotated it, but he picked up the bullet that Carl shot at her, and then kept walking around the corner where he found the walker.  It’s really the beginning of his dissent into madness.  He never had a goodbye with her.  He never had any resolution.  Even going into the deepest depths of the prison, that’s a really horrible way for him to have a last final connection with her.

Will he ever actually see what’s left of her body?

NICOTERO:  No, that’s something that we will never see.  We told that story with T-Dog (IronE Singleton), in Episode 4, and we don’t want to take away from that.  The interesting thing about T-Dog’s death was that it was really heroic.  We really went to great lengths to make sure that his death had meaning, and that her death also had meaning. It was important to Sarah [Wayne Callies] that the baby survived.  That was one of the first things that came up when the idea of her death was discussed.  With the emotional resonance of Lori’s death, there are some boundaries.  You may not believe it, but there are a few boundaries here and there, on The Walking Dead, that we want to preserve.

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Now, you’ve got this horrible darkness of the prison, and then this sweet new baby, contrasting with this idyllic town of Woodbury and this horrible bloodthirstiness in the middle of it.  Can you contrast the delusions of the Governor with Rick’s delusions, and even Andrea not wanting to see what’s right in front of her?

NICOTERO:  Everyone was fantastic.  One of the clear ideas in the script was that we start on a very light Woodbury party scene, and then cut directly from that to Rick reeling from Lori’s death.  And, as that scene progresses, Woodbury becomes darker and darker.  We see Michonne finding the walkers and killing them.  Then we have that fantastic scene with Michonne and the Governor, which is one of my favorite scenes in the whole episode.  And then, as it gets darker and darker, we get into the gladiator fights.  Woodbury clearly has a seedy underbelly that Michonne was right about, all the time.  Her instincts are correct.  And then, at the prison, we find some salvation because Daryl (Norman Reedus) and Maggie (Lauren Cohan) go looking for formula, and they survive and succeed in their mission.  So, getting them back to the prison and getting that great moment where Daryl nicknames the baby Ass Kicker was really nice.  Initially, you start off with Woodbury going, “Yes, this is the place to be,” and the prison is this horrible, dark, dank place.  And at the end of it, Woodbury doesn’t look quite as cheery as we were led to believe while there is a little bit of light at the prison.

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As a director and an actor what did you and Andrew Lincoln talk about and go through, for that scene of him just losing his shit?

NICOTERO:  Shooting those sequences with Andy, what was really important to both of us was that we shot all his stuff in sequence.  We spent one day and just really let him delve into it.  The scene with Rick and Glenn (Steven Yeun) where he grabs Glenn and throws him up against the wall, was a really important moment.  I remember reading the script and going to Steven Yeun and saying, “Hey, how do you feel about getting a little physical here?  Clearly, Rick has gone off the deep end and he doesn’t want any interaction with anyone.  He’s clearly has blood lust.  He’s going to kill every walker he comes into contact with until he finds Lori.  So, when Glenn gets in his face and arm, Rick will actually grab him and throw him up against the wall.”  And both of those guys just loved having it become physical.  You’ve never seen Rick ever do that to any of our other characters, especially Glenn, of all people, who we love so much.  So, we spent that entire day just descending into that place, and then we ended that last moment in the boiler room.  We had this guy in prosthetic make-up, covered from head to toe with the bloated belly.  We had an insert chest for Andrew to stab into, and he just really got into it and we really played it in that wide shot that was fantastic.

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Being a fan of the comic book series, how excited were you to be able to introduce viewers to Penny, and have the telephone?

NICOTERO:  When they assign directors, you just get a slot.  They say, “Okay, you’re doing episode number four, you’re during episode number six.”  The slot I got was Episode 5.  I had no idea what the story was going to entail until much later.  So, when I got the story document, it introduced Penny and the gladiator fights and the phone, which are great iconic moments from the graphic novel, and I was really excited.  Grace Walker and I worked really, really well to establish those great pieces of Woodbury that we had never seen, with the pits and the gladiator fight.  Clearly, I have a make-up effects background and that stuff is exciting to me, but I also got a chance to get into really great dramatic pieces.  Last season, the episode I directed was Dale’s (Jeffrey DeMunn) demise.  There was one walker in that episode and it was all drama, and I was so excited about that challenge.  For me, to have this episode to direct, I got to do a lot of walker action, and then I had the great scene with Danai [Gurira] and Laurie Holden, when they’re at the gate getting ready to split up and Danai walks out.  I love that scene.  I love the scene with the Governor and Danai.  Those great dramatic moments, to me, are really what’s the heart of the show.  I love that stuff.  I loved having the last shot of Daryl at Carol’s grave, putting the Cherokee rose down with the beautiful sunrise behind him.  Being on set for the show, every day for three years, and knowing these characters the way that I know them, and seeing the actors make the choices that they make, it really gives me a tremendous insight into the show.  And getting a chance to work with all of them last year, and then this year with David Morrissey and Danai and Dallas [Roberts], it just continues to challenge me and I love that.  I always talk about how honored I am to work with such talented actors.  It’s really pretty amazing.

Why did you decide to introduce Penny, in the way that you did?

NICOTERO:  It was a really interesting way to get us into that character.  With the Governor, he’s got this sly, manipulative way of charming Andrea.  He tries it on Michonne, but clearly it doesn’t work because she’s way too in tune for that and she’s way too smart for that.  So, I loved having the opportunity to see him in a different light by being with this little girl, and then leading us into the fact that she’s a walker.  The way that the scene was written, and even some of the ways we shot it, she was actually eating a piece of flesh that we were supposed to assume was human flesh, just like they were feeding the walkers that were in captivity, before Michonne killed them.  You saw the blood around her face and on her hands.  We will probably learn a little bit more about that, in future episodes.  I just thought it was a really fascinating way to get into seeing a different facet of the Governor, giving you a little snapshot into what it is that is obsessing him and driving him to do what he does.

When the Governor was brushing Penny’s hair, he took a chunk out of her scalp.  Is it safe to assume that hair doesn’t grow back when you’re a zombie?

NICOTERO:  Yes, that’s true.  Sadly, she doesn’t have any teeth either.

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Are you going to be directing, or did you direct, any other episodes this third season?

NICOTERO:  I did.  I’ve directed two more episodes, 11 and 15.  I’m actually in Los Angeles editing Episode 15 right now.  And then, I fly back to Georgia and we start shooting the finale.  Each episode is very different, which is what I love.  This episode was really jam-packed with 15 different storylines.  If you try to sit there and separate it out, we had the Governor and Penny, the Governor and Michonne, Andrea and Michonne, Rick’s dissent into the prison, the pits, the gladiator fights, Daryl and Maggie’s story, and Herschel (Scott Wilson) and Glenn.  The episode was so dense and so jam-packed that it was exhausting.  The eight days of shooting it was just brutal.  The nice thing about the other episodes is that they’re all very different in tone, scale and scope, so I’m really proud.  I can’t talk enough about how much I love working on the show.  Considering that I started in 1984 on Day of the Dead, I just love that people are still ravenous – no pun intended – for this kind of material.  There’s a great mixture.  I always say that, if you have great actors and great storytelling and great monsters, and you mix them together, nine times out of 10, it explodes in your face.  It’s that one time when you have just the right balance of scares and character-based drama and storytelling, and that’s what we fight to do, every week on the show.

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Danai, what are the challenges in maintaining this character’s intensity?

GURIRA:  It’s about connecting very deeply to who she is and the roots of that.  It’s about staying very connected to her backstory and to how she consequently interprets the world around her, as a result of that.  It’s about knowing what goes through her mind and why certain things trigger her, and being very sensitive to her specific triggers.  I have to really allow that to flow through me.  I guess it is not that common for a girl to be fully expressive in her rage, but I’ve never been the girl who’s had trouble with that, so I can help her out, in that regard.  So, it’s really about staying very connected to her backstory and why she is who she is.  In my head, I think every character has PTSD.  It’s just a matter of how it channels through them.  Her channeling is almost like that of certain types of veterans, where there’s a hyper-vigilance and a willingness to take someone down very quickly, if she has to.  Connecting to that involved research.  I just connect to her heart and to how she’s interpreting the world around her.  Sometimes I can’t just go off and start joking with people on set and eating some M&Ms.  I have to really stay with her throughout.

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Why do you think Michonne bonded so tightly with Andrea?

GURIRA:  I think when she saw Andrea, that first time, she saw a fighter.  Andrea was fighting, tooth and nail, to survive, and Michonne could see that.  If you’re a fighter, you recognize a fighter.  She saw someone who she could really hang with.  She’s not a liability.  She’s going to fight to the end, just like me.  I think that really attracted Michonne to Andrea, as a friend and as someone to ally with.  I also think she was lonely.  She’d been on her own with these walkers, and you start to want human company.  With Andrea, she saw a woman that she could hang with and thought they’d make a great team.  And then, they developed a closeness, as a result of that initial instinct response.

Michonne is a live wire, who’s like an exposed nerve, all the time.  As an actor, how do you keep yourself in that moment?  Is that a difficult thing for you?

GURIRA:  I can’t tell you all of my secrets, you know?  A girl has got to keep some mystery.  But, it is something that requires a lot of focus and giving all I’ve got to her, which is what I love.  I love that you saw her in the comic book, and this is how Glen [Mazzara] has translated her.  I knew this was going to take every ounce of everything I had to give, in terms of the specificity of who she is.  I knew, going in, that it was going to be intense, and I love that.  I love giving everything I’ve got or having to give all I’ve got to a character’s needs.  It’s about staying in the zone.  That’s the key thing that I can tell you, with her.  It’s really about how she interprets the circumstances that are surrounding her and how she’s hyper ready.  Sometimes I liken her to a wildcat, like a puma.  She’s hyper-ready, at any second, because she’s thinking five steps ahead.  She’s fully aware of what’s around her and what she might have to do, at any second, and she’s ready to do it.  There are other things that I do to nurture that, but I can tell you all of my secrets.

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The viewers don’t yet know the backstory that you have for Michonne.  Is that something that you were given, or is that something you’ve created for yourself?

GURIRA:  We did adapt it with the writers and Glen [Mazzara], into who she is for the show.  We used assets of what’s in the book, but there’s always the adaption and then the interpretation for the screen.  And then, as an actor, you add in things that allow you to become the character more fully.  What and who she is came from the writers’ room.  We’re all on the same page, in that regard.  And then, of course, as an actor, you keep it alive in different ways and enrich it in different ways and specify it in different ways.  But, it’s not exactly what’s in the book.

NICOTERO:  What I loved about this last episode was that it really gave us an opportunity to learn more about her.  In the scene with Michonne and the Governor, where he gets up and walks behind her and he’s holding her sword, she’s like a coiled cobra.  He’s holding her weapon and saying, “We can probably find a place for you.”  And then, when she strikes, it’s instantaneous.  We also learned more about Michonne’s relationship with Andrea and how she feels about Woodbury and her instincts.  When she was left at the gate with Andrea and they were talking about leaving, she was genuinely hurt.  I love that vulnerability that we saw in Michonne and the decisions that she makes, for what she needs to do.  I was really excited about exploring a little bit more about who Michonne is, with that episode.  It gave us a lot of good insights into who she is.

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Greg, how exactly were Michonne’s companions brought to life?

NICOTERO:  What was interesting, for me, was coming up with a way to do those prosthetics practically, so that we didn’t have to do a lot of visual affect augmentation.   That was one of the first things that we started testing, when we started prepping the show.  Since walkers really don’t blink a lot, and their eyes are already dead and rotted looking, we built a prosthetic that that built the performer’s faces out and we put fake guys in those prosthetics.  So, when you’re looking at them, you’re not seeing the actor’s eyes.  You’re seeing fake guys because we were able to simulate the missing jaw and the pulled out teeth.  Everything on their bodies is all practical, aside from the missing arms, which we painted blue.  One of the things that I strive for, as a make-up effects artist, is to mix mediums.  I always feel that you keep the audience guessing by throwing tricks at them, every so often.  So, you’ll see a practical zombie face with no arms.  So, by utilizing both mediums of visual effects and practical effects, it gives you the best results.  Another perfect example is the sequence where Michonne kills the six walkers.  I really love the choreography in that scene.  What was fun for me was being able to mix up CG kills and practical kills.  The first four kills were digital, and then the last two kills were practical.  By mixing it up, it keeps the audience on their toes. Right when they think they have figured out how we do it, then we do something different.  Though graceful, that scene was really important for Michonne because it’s the first time you really see her smile, in the whole series so far.  She’s in her element.  She’s relishing this moment.  With the pets, it was a different kind of thing because she really had a different relationship with them.

GURIRA:  Michonne’s relationship to them was very specific, and she was living in that specificity.  When I was first handed those chains and these guys were attached, I was like, “Oh, god, what have I signed up for?”  But then, getting more into Michonne, it actually made perfect sense.  It made perfect sense in her mind, so it just made perfect sense to me.  There was a distance between her and her pets, but at the same time, they were her pets.  So, my relationship to them was specific, in accordance to what was going on in her head. 

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NICOTERO:  The creative freedom I have on the show is unparalleled, in regards to the prosthetics and the make-up effects work.  Because I am a director and an executive producer on the show, when I read the story documents and the scripts, I envision them, and then I just build them.  There’s not a lot of approval process that I have to go through with the other producers.  Gale [Ann Hurd], Glen [Mazzara] and Robert Kirkman trust my input and my visual direction, in terms of the walkers, so it really gives me the ultimate creative freedom to create whatever kind of walkers and whatever walker kills we want to do.  Also, being a fan of the genre, every once in a while, I’ll throw a little in-joke out that I’ve never talked about.  No one knows this, but one of the walkers in the gladiator sequence we did was an homage to the original Dawn of the Dead.  When the lights came on, the second walker that you see is Fly Boy from Dawn of the Dead.  When you watch Episode 3 and see all of the heads in the tanks in the Governor’s room, one of the heads is one that I’ve re-created of Ben Gardner from Jaws.  I’m throwing little nods in there for all of my favorite movies, and nobody else really knows that.  You’ll get them, as you watch the show, or if I talk about it, and then you can go back and look.  I just directed Episode 15 and did another little in-joke.

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Can the friendship between Michonne and Andrea come back, or is Michonne closed off and moving on to the next place?

GURIRA:  Well, the great thing about how the show works and what I love about it is that the characters do have dimension.  I’m not going to directly answer that because that’s a spoiler, but I will say that there’s dimension.  You haven’t seen all that she is.  There’s a range of possibilities, with what can happen next between them, because there’s dimension to who she is.  Although she has a self-protection that is fierce, and that has allowed her to survive and thrive, it is heartbreaking for her to leave, but she has to stay true to who she is.  She loves Andrea, so her responses to Andrea are not generally going to be explosive.  But, at the end of the day, she’s listening to her gut.  She wants this person to be with her and to stay with her, but she knows she can’t force it because she’s not a person to get forced into anything.  There’s no point in screaming at Andrea to make her do something.  It really is Andrea’s choice.  Michonne does not violate people’s freedoms, as she feels has been happening to her.  There’s nothing more to do, but just to have you make that choice.  It’s heartbreaking for her because she can feel that Andrea’s not going to leave with her.  She has such amazing instincts that she can feel things coming a little bit before they do.  But, she still has to present her with a simple choice and not violate her freedoms.  As painful as that is, when you love someone, you want them to do want you want them to do, but there was no point in screaming at Andrea. That’s not how you accomplish anything, in her mind.

Danai, how long did it take to get into the skin of Michonne because she is such a puzzling character?

GURIRA:  To me, she just made sense, even when I first auditioned for her.  There are definitely times where she resonates very, very clearly to me because I understand her inside.  One of the things that we discussed in the writers’ room, from the get-go, was that she’s going to be very difficult to read, and that is a very interesting thing.  But then, you realize that the writers are so smart because that is what comes across, once you start playing who she is, from the inside out.  She is tricky to read, but when I get into her insides, her outsides make sense to me.  I guess that’s what becoming one with the character means.

Greg, what can you say about Carol’s (Melissa McBride) fate and when viewers will learn about what happened to her?

NICOTERO:  Well, one of the challenging things about Episode 4 was that she disappears.  They find part of her clothing, but they’ve never found her.  They’ve never really found Lori’s body either.  You just see the remnants of the blood drag.  So, as far as everyone knows, Carol has suffered the same fate as everyone else, but that will be revealed shortly.

The Walking Dead airs on Sunday nights on AMC.