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 be left alone." Supervising producer Jeff Vlaming wrote "What Lies Below", his second episode of the season. Filmmaker Deran Sarafian served as the director, his first and only "Fringe" directional credit. The episode featured one-time guest appearances by actors Demore Barnes, Geoff Pierson, Conrad Coates, Natassia Malthe, and David Richmond-Peck. Actor Joshua Jackson, who plays an infected Peter Bishop in the episode, noted during shooting that he found inspiration from "imagin[ing] the worst hangover I've ever had and multiply it by ten". Actress Jasika Nicole was pleased that the writers decided to let her character discover Walter's secret, commenting "Astrid