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 was a "pretty cool" mystery-of-the-week, and "while not quite as strong as when the mythology is in full gear, 'What Lies Below' was nonetheless a compelling hour of television." He was however bothered that there was no further information about the parallel universe. UGO Networks writer Alex Zalben compared "What Lies Below" to the similarly-plotted "The X-Files" episode "Ice". Zalben concluded, "Though both episodes are very good, 'Ice' is one of the best "X-Files" hours ever, perfectly channeling – but not ripping off – John Carpenter's "The Thing"." Director Deran Sarafian submitted "What Lies Below" for consideration in the Outstanding