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
Grey Cloudy Lies and so replaced it with a bass part he performed himself on Moog synthesizer. The song also features ARP synthesizer extensively, played by Harrison. Dated 23 June, the album's master-reel tracking sheet lists separate ARP horn, string and "growl" tracks on "Grey Cloudy Lies", in addition to handclaps. The dominance of keyboards on the recording, particularly ARP synthesizer, was typical of Harrison's choice of instrumentation on "Extra Texture" and contrasts with what Rodriguez terms "the standard guitar-drenched Harrison sound". In his comments to Gambaccini, Harrison said that he purposefully left space in the arrangement for this and other songs on