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 Below "steady but stagnant ratings", as they were "not much different" from the previous week. "What Lies Below" received mixed reviews from television critics. "The A.V. Club" contributor Todd VanDerWerff graded the episode with a B-, explaining that despite some nice moments, it was "an episode of the show that started out utterly predictably, continued along an utterly predictable path and yet somehow got fairly enjoyable by the end just through sheer force of will on the part of the cast." IGN's Ramsey Isler also found the episode average and predictable, as it lacked "much of the quintessential storytelling elements that,