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 down as showrunner. Initial reports suggested that he was unable to adjust to the schedule of running a television series, but it was later confirmed that he was fired because of the show's reduced budget and his strained relationship with the executives of AMC. In addition to the main cast, Melissa McBride reprised her role as Carol Peletier, IronE Singleton reprised his role as T-Dog, and Madison Lintz reprised her role as Sophia Peletier. All three were promoted to the recurring cast, as was Norman Reedus. "What Lies Ahead" was first broadcast in the United States on October 16, 2011,