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 missing a beat, adding immediate depth to characters, ratcheting up suspense [...], plus expanding the emotional palette of the series." In his review, John Griffiths of "Us Weekly" liked the personal dynamics almost as much as the bloodthirstiness. Some critics were less enthusiastic about the episode. Zack Handlen of "The A.V. Club" gave it a B+ grade; he praised the horror sequences in the episode, but called the character development "tepid". "At the very least", he wrote, "the show does a fine job working within its restrictions. There are a handful of absolutely top-notch set pieces in ['What Lies Ahead'],