What Lies Ahead premiere written and filmed would begin after the events of Season 1, although a brief flashback scene of Shane and Lori witnessing the fall of Atlanta from a distance would appear during the season. At PaleyFest 2011, it was announced that the second season of "The Walking Dead" would mainly be produced outside the city limits of Atlanta, Georgia. Most of the principal photography for "What Lies Ahead" took place in unincorporated Henry County, Georgia on June 5–9, 2011, using a stretch of Georgia State Route 20 that was closed to traffic for the purpose. On June 8, 2011, the
What Lies Ahead also be seen in the Comic-Con trailer. The original title was seen on early marketing material for the season before the decision was made to "cannibalize" the original premiere into what would become "What Lies Ahead." Following in the tradition established by the pilot, "Miles Behind Us" was taken from the title of the first issue of the second volume of the graphic novel. In the Season 2 DVD commentary, Robert Kirkman and Glen Mazzara described the decision to retool the premiere in such a dramatic way as an amicable decision agreed upon between both the producers and AMC to