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Walking Dead Wiki

"Guts" is the second episode of the first season of AMC's The Walking Dead. It is the second episode of the series overall. It premiered on November 7, 2010. It was written by Frank Darabont and directed by Michelle MacLaren.


Rick unknowingly causes a group of survivors to be trapped by walkers. The group dynamic devolves from accusations to violence, as Rick must confront an enemy far more dangerous than the undead.


In a camp set in a quarry outside of Atlanta, survivors are busy with various tasks. From the roof of an RV, Dale watches the perimeter of the camp. Meanwhile, Amy dumps mushrooms from a bucket into a bowl held by Lori, who sits at a fire pit. Amy asks how to tell if the mushrooms are poisonous, to which Lori replies they would have to eat one to know. Amy, unsatisfied with that method, tells Lori to ask Shane when he gets back. Lori nods, before she excuses herself to look for more mushrooms in the forest. She tells her son Carl, who's playing in the dirt, to stay where Dale can see him.

Lori heads into the forest alone, unnerved by the sounds of snapping branches and moving brush, while she bends down to search for more mushrooms. Suddenly, someone grabs her from behind. Lori struggles but soon realizes it's Shane, pinning her down on the ground. They passionately kiss and begin to have sex.

In Atlanta, sealed inside a military tank, Rick tells the young man over the radio what he should do. The young man informs him that he is surrounded by walkers and advises him to make a run for it while they're distracted and busy eating his horse. Rick asks if the man on the other end can see his bag of guns, but is told that it's not an option. Rick collects a grenade from the dead soldier and a shovel from the floor of the tank. He pops through the top hatch and dispatches a walker with his shovel, jumps off of the tank, and runs down a nearby sidewalk toward an alleyway, shooting walkers along the way. He turns around a corner and is surprised by a young man, who reveals himself to be the one talking to him earlier over the tank radio. They race up a ladder to the roof, stopping to catch their breath on a platform halfway up. Glenn introduces himself and Rick thanks him for saving his life.

Upon walking across the roof, Rick thanks Glenn for saving him, and they walk down a staircase into an alley which is occupied by two walkers. Glenn radios his group, prompting two people wearing riot gear and brandishing baseball bats to emerge from the building and beat down the walkers. Rick and Glenn rush into the building, followed by the people in riot gear.

Inside the store, Andrea points a gun in Rick's face, furious at his recklessness. Morales informs Rick that his gunshots have attracted the horde of walkers to the doors of the store. A huge horde of walkers are gathered at the doors and windows of the store, furiously pounding at the glass in an attempt to gain entry.

The group questions Rick about what he was doing roaming around the streets of Atlanta aimlessly. He tries to explain he was trying to flag down a helicopter. The group say they didn’t hear a helicopter, Jacqui suggests that it was just a hallucination. T-Dog tries to make radio contact with another unknown group, but fails to get a signal. Suddenly, they hear gunshots from the roof, and they rush to the roof to investigate.

On the rooftop, the group finds Merle firing at walkers in the street with a scoped rifle. Morales and T-Dog chastise Merle for wasting bullets and attracting more walkers. Merle scoffs at them and proceeds to racially insult Morales and T-Dog, before punching T-Dog to the floor. Merle then declares himself the new leader of the group and states if they are any objections in a mocking manner. Rick then suddenly hits Merle in the face with the butt of his rifle and then handcuffs him to a pipe on the roof. He searches Merle for weapons, but instead finds a bag of drugs, which he tosses over the side of the roof much to Merle’s anger.

Morales informs Rick that there is no safe zone in Atlanta, but they are part of a larger group taking shelter on the outskirts of the city. With the streets unsafe to pass due to the walkers, Jacqui suggests they travel underground to escape, as the building will have access to the sewers. As the group travel downstairs, T-Dog stays behind to keep watch on Merle.

In the basement, Glenn, Rick, Andrea, Morales, and Jacqui stand at the top of a ladder that leads into the sewer. Rick and Andrea volunteer to stay in the store while Morales, Glenn and Jacqui go into the sewer to find a possible exit.

On the roof, T-Dog unsuccessfully tries to radio to the group without success. Merle mocks his attempts, and tries to persuade him to releasing him from his handcuffs, but T-Dog refuses to. In Glenn and Morales travel through the sewer until they reach a grated barrier. They discuss a plan to cut through the grate, until they find a walker devouring a rat on the other side. As the walker attempts to reach at them through the grate, they abandon the idea.

In the store, Andrea spots a mermaid necklace and says her sister will love it as it is her birthday soon. Rick encourages her to take it, stating that shoplifting rules no longer apply in this world. Glenn, Morales and Jacqui return and state the sewers are unsafe to travel through. They venture back up to the roof.

Rick spots a cube van at a nearby construction site a few blocks away. When discussing plans to bypass the walkers on the streets, Andrea states that the walkers smell dead while they don’t, giving Rick an idea. He takes one of the bodies of the walkers Morales and T-Dog dispatched earlier in the alley. They acknowledge the walker's lost humanity. After the group shares a solemn moment of reflection, Rick begins hacking the dead body to pieces with the axe. Rick and Glenn then smear guts on themselves, disgusting everyone. Before leaving, Rick tosses T-Dog the key to Merle's handcuffs.

Outside, Rick and Glenn crawl under the bus blocking the alley. They start to shuffle in to the streets, mixing in to the crowd of walkers unnoticed. Back in the store, T-Dog, Morales, Andrea, and Jacqui race to the roof to follow Rick and Glenn with a pair of binoculars, and T-Dog tries again to radio the others.

Back at camp, Amy frets over the whereabouts of the group and her sister. Dale, working on his RV's troublesome radiator hose with Jim, reasons with Amy that worrying won't make it better. Meanwhile, Lori's doing laundry as Shane teaches Carl to tie knots. Suddenly, the radio crackles and squeaks, and T-Dog's garbled transmission comes through, explaining that they're trapped in the department store, surrounded by hundreds of walkers. Dale responds to the transmission but only radio silence follows. Amy insists they go to Atlanta to rescue them, but Shane refuses to let any more people go to Atlanta, as it’s unsafe, prompting Amy to angrily insult him.

Back in Atlanta, Rick and Glenn keep making their way through the crowd of walkers. Suddenly, rain begins to fall rather heavily, beginning to wash the guts' smell off of them. A nearby walker detects them as humans, and growls at Rick, who in turn, dispatches it with his axe. All walkers nearby start to come after them. Rick and Glenn fight the walkers while continuing to run to the construction site where the cube van is as the group on the rooftop watches. They are able to make it over the fence uninjured. Rick shoots at walkers while Glenn locates the keys. The crowd of walkers knocks down the fence and charges at them, but they speed away in the van just in time. On the roof, the group worries that they're being left behind.

Rick orders Glenn to radio the group to get ready for pick-up, and mentions that they will need a way to lure the walkers away from the department store, eyeing a red Dodge Challenger sports car. Rick smashes the driver's side window to gain entry, causing the car's alarm to blare loudly.

The group grabs their bags and rushes from the rooftop toward the loading dock, with no concern for unlocking Merle's handcuffs. T-Dog reluctantly turns back as Merle begs and runs with the key in hand to set him free, however he slips and drops the key down a drain by accident. As Merle angrily curses at T-Dog, he abandons him on the roof, but not before chaining the door so walkers do not find him.

Outside the loading bay at the back entrance of the store, with the walkers lured away by Glenn's car alarm, Rick pulls the van up and the group piles in, catching their breath as they drive away from the city. They look around at one another and a guilt-ridden T-Dog admits to the others he dropped the key, leaving Merle trapped on the roof, still handcuffed to a pipe. Andrea then asks where Glenn is.

On the road, Glenn drives the red Dodge Challenger and speeds out of Atlanta while screaming in celebration.

Other Cast





  • First appearance of Andrea.
  • First appearance of Merle Dixon.
  • First appearance of Theodore Douglas.
  • First appearance of Jim.
  • First appearance of Morales.
  • First appearance of Jacqui.
  • First appearance of Glenn Rhee. (Physically)
  • First (and last) appearance of Wayne Dunlap. (Zombified)
  • The title of the episode, "Guts", refers to Rick and Glenn using walker's guts to cover their smell, so they can help the group escape Atlanta.
    • It may also refer to the fact that Rick has the 'guts' to confront Merle and get the group out of such a dire situation at the department store.
  • The Dodge Challenger that Glenn steals is the same car the character Walter White buys for his son in another AMC series, Breaking Bad.[1]
    • Additionally, in the Breaking Bad episode "Problem Dog", Walt is supposed to sell the car to a person named Glenn.
  • The van that Rick drives the group away from Atlanta in, is the van of a company named Ferenc Builders. Darabont Ferenc is the birth name of the developer of the show, Frank Darabont.
  • The scene where Merle Dixon begins shooting his gun on the rooftop in Atlanta caused a little bit of real-life chaos. Some people did not know they were additional in filming, and thought that Michael Rooker was a sniper and notified the police. A SWAT team actually showed up and the misunderstanding was then explained.
  • The song that plays at the end of the episode, when Glenn was escaping Atlanta with the Dodge Challenger, is "I'm a Man" by Black Strobe.
  • When Rick asks Glenn why he tried to save him, Glenn's response was "Call it foolish, naive hope, but if I'm ever that far up shit creek, somebody might do the same for me." This quote foreshadows Glenn's inevitable fate in "The Day Will Come When You Won't Be" and Rick reflecting on it in "Say Yes".
  • In "The First Day of the Rest of Your Life", Maggie tells Rick how the decision to help him was made here when Glenn chose to save Rick's life and that everything that came after it stemmed from that decision.
  • Rick's trick with the walker guts are later used in "Hounded", "When the Dead Come Knocking", "No Sanctuary", "Start to Finish", "No Way Out", "The Big Scary U", "We Are the End of the World", "Bonds", "A Certain Doom", "Rendition", "On the Inside", and "The Rotten Core".
    • In "The Big Scary U", it's revealed by Negan Smith that using the trick sometimes results in people becoming ill as happens to Gabriel Stokes. Noticeably, Rick warns everyone not allow the guts to get on their skin and in their eyes and they all take extra precautions while handling the guts. This is done in all but "The Big Scary U" when Negan and Gabriel have no way of taking extra precautions and Gabriel gets sick.
  • Despite Rick telling the other survivors he'd tell his son about Wayne Dunlap, he's never actually seen doing this on-screen.
  • In the scene at the department store, one of the walkers attempting to break through the glass is using a brick to do so. Much like Summer, this walker appears to have some sort of intelligence or residual memory that allows it to use a tool.

Comic Parallels

  • Shane and Lori having sex in the woods believing Rick to be dead is adapted from Issue 37.
  • Glenn saving Rick's life from a herd of walkers and taking him to a rooftop is adapted from Issue 2.
  • Rick getting scorned by Andrea for using a gun in Atlanta is adapted from a similar scene in Issue 2, where Glenn scolds him instead.
  • Rick and Glenn covering themselves with guts and escaping the herd of walkers is adapted from Issue 4.
  • Rick and the group heading to the camp is adapted from Issue 2.

Episode Highlights



  • Despite shaving in the King County Sheriff's Department while with Morgan and Duane Jones, Rick sports significant stubble.
  • When Rick picks up the M67 fragmentation grenade in the tank, it has a noticeably blue safety lever. This indicates that it is a M69 training grenade, which are completely blue. An actual M67 is entirely green.
  • Some walkers in this episode are conspicuously more dexterous and agile than throughout the remainder of the series. This counters the conventional notion that the walkers only have enough mental capacity for their base need for food. During the scenes where Glenn and Rick run from the walkers, the walkers all run at a light jogger's pace. One has the dexterity to hold a large rock overhead and smash it repeatedly into the glass door of the department store - using tools is an advanced skill. Later, one walker displays significant agility by scaling the fence at the construction site.
  • When Rick and Glenn get to the truck in the construction site, they're forced to reverse from a horde of walkers. Rick looks behind him to back up even though the truck has no rear window. He would have had to look in his side mirrors to see behind them.
  • When Rick first meets the group, Andrea pulls a gun on him. When the camera changes views, her finger is alternating on and off the trigger.
  • When Rick fired his Beretta 92FS, he only fired 14 shots before running out of ammo. However, when talking to Glenn via radio, he mentioned that he had 15 bullets. (This is not necessarily a plot error, but perhaps a character error since a full magazine for a Beretta 92FS carries 15-rounds and Rick may have thought the magazine was full.)
  • Rick tells Glenn that the roll-up doors are at the front of Bradbury's. However, they are clearly in the back.


  1. April Sperry, Fan Theory Suggests 'Breaking Bad' Could Be Prequel To 'The Walking Dead', The Huffington Post, (April 1, 2014).