"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.


At a picturesque rock quarry outside of Atlanta, survivors have set up a camp among mountainous terrain.  Enduring the hot, mid-day summer heat, members of the camp are busy with various tasks — from the roof of an RV, an elderly man sits and watches the perimeter of the camp for any signs of danger with a gun in his lap; men are fixing and servicing various things; women are doing laundry, cleaning and gathering supplies.

The woman in pink — Amy — dumps mushrooms from a bucket into a bowl held by Lori Grimes, who sits at a fire pit. Amy asks how to tell if the mushrooms are poisonous, to which Lori replies there's only one sure way she knows of - which would be to eat one. Unsatisfied with that method, Amy wants 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 — the old man taking watch on top of his RV — can see him. "Yes, mom," says Carl. Dale Horvath, carrying a gun and binoculars and wearing a fisherman's hat, tells Lori not to go too far, either. "If you see anything, holler. I'll come runnin'," he says, and Amy catches Lori's reply under her breath: "Yes, mom."

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. The sounds intensify and Lori looks around fearfully, treading carefully through the dense forest.  A pair of hands grab her, covering her mouth to keep her from screaming. Lori struggles to turn toward her attacker, and is relieved upon realizing that the person restraining her is actually Shane Walsh — who's been waiting for Lori to make her way into the forest where the two of them can be alone. But Amy, "the mushroom queen" took forever to get back, Lori explains. "How much time do we have?" Shane asks, kissing her. "Enough," Lori replies, and the two begin to undress. Lori wears Rick's wedding ring on a locket around her neck, which she and Shane eye with a flash of guilt before she takes the locket off and lays it on the grass. The two continue to have sex.

Meanwhile back in Atlanta, sealed inside a military tank, Rick Grimes says over the CB radio: "Whoever you are, I don't mind telling you I'm a little concerned in here." A young man's voice replies that Rick is surrounded by walkers and advises him to make a run for it while they're distracted and busy eating Rick's horse. He asks if the man on the other end can see his bag of guns — the man quickly tells him to forget about the bag, insisting that "It's not an option!"

Rick collects a grenade from the dead soldier and a shovel from the floor of the tank, and pops through the top hatch. Most of the zombies are still distracted by the horse, but one is nearby and turns to Rick, reaching for him. Rick dispatches the zombie with his shovel, jumps off of the tank, and runs down a nearby sidewalk toward an alleyway, shooting zombies along the way. Quickly turning the corner, Rick is surprised by another human form, but Rick has his gun pointed at the man's face, ready to fire.  Equally surprised, the man exclaims "Whoa — not dead!" revealing himself to be the one talking to Rick earlier over the tank radio.  They race up a ladder to the roof, stopping to catch their breath on a platform halfway up.

"Nice moves there, Clint Eastwood. Are you the new Sheriff? Come riding in to clean up the town?" the young man says in jest, introducing himself as Glenn. Rick thanks him for saving his life, revealing that his sheriff's uniform is among the only clothes he's got, because his were gone when he arrived back home. As they walk across the roof, Rick asks Glenn why he stuck his neck out for him back there, to which Glenn replies, "Call it foolish, naive hope that if I'm ever that far up shit creek, somebody would do the same for me. Guess that makes me an even bigger dumbass than you."

Glenn leads Rick down a staircase to an alley, which is free of all but four zombies thanks to a bus blockade. When they reach street level, 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, a woman later revealed to be Andrea, points a gun in Rick's face, furious at his recklessness. "We're dead because of you," she tells him. Rick notices that the safety on her gun is on. In response to the look of bewilderment on Rick's face, Morales informs Rick that his gunshots have attracted numerous hordes of walkers. "You just rang the dinner bell," Andrea seethes, as the group's attention turns to a crowd of zombies outside that are slamming themselves against the outer set of glass-pane doors, furiously trying to gain entry. One of the zombies has a rock and bangs it heavily against the doors, making the glass start to crack.

The group questions Rick about what he was doing roaming around the streets of Atlanta aimlessly, given the current circumstances. Rick tries to explain, saying he was trying to flag down a helicopter. The other woman in the group, Jacqui, suggests that it was just a hallucination. "I saw it," Rick insists forcefully.  A man, revealed to be T-Dog, is trying to make radio contact with another unknown group, but fails to get a signal, wondering if they might have better luck on higher ground. Muffled gunshots are heard. "Oh god, is that Dixon?" Andrea says in disbelief, as they all leave to investigate.

The group's suspicions are confirmed as they emerge onto the rooftop and find Merle Dixon firing at zombies in the street with a scoped rifle. Morales and T-Dog chastise Merle for wasting bullets and attracting more walkers. Merle scoffs at taking orders from a "taco vendor" and a "nigger," which triggers a fight.  Merle easily subdues T-Dog and presses a handgun to his forehead, before spitting on his chest and proposing a change in leadership. Brandishing a gun and holding T-Dog hostage, the group is forced to vote in favor of Merle being their new leader.

Suddenly Rick intervenes, hitting Merle with the butt of the rifle and punching him in the face before handcuffing him to a pipe. "Things are different now," Rick tells Merle. "There's us and the dead. We survive this by pulling together, not apart."  He holds a gun to Merle's head to cool him down, but when Merle challenges that he wouldn't shoot him because he's a cop, Rick answers, "All I am anymore is a man looking for his wife and son.  Anyone who gets in the way of that is gonna lose." He finds a stash of cocaine in Merle's shirt pocket and tosses the canister over the roof — much to Merle's chagrin.

Morales informs Rick there's no refugee center, scoffing that it was a "pipe dream", and that they are part of a larger group of survivors staying outside the city, but T-Dog can't reach them on the radio. Merle, still handcuffed to the pipe, insults Andrea by calling her a whore, but she stands her ground.  "We're on our own," Rick says. With the streets no longer safe, Rick suggests they try to escape underground. Jacqui, who formerly worked in the Atlanta zoning office, mentions that the old building might have a flood tunnel that would provide access to the sewers, prompting the group to head back downstairs to the basement.  T-Dog stays behind to keep an eye on Merle, and to continue attempting to make contact with the rest of the group outside of Atlanta.

Glenn, Rick, Andrea, Morales, and Jacqui stand at the top of a ladder that descends below them, fading into darkness.  The group exchange uncertain glances with one another, and Glenn infers that they all seem to expect him to be the one to explore the depths before them.  Frustrated by the predicament, Glenn mentions that he has made numerous supply runs successfully by himself, adding "The first time I bring a group, everything goes to hell."

Andrea tries to reassure Glenn, adding "We'll be right behind you."  Glenn retorts "No, not you!" and explains that if something goes wrong down there, he doesn't want everyone jammed behind him, hindering his escape.  Instead, Glenn sends Rick and Andrea to watch the storefront to handle the 'Geeks' in case they break in, Jacqui to stand atop the ladder to warn of danger, and Morales to come with him into the sewer.

Glenn and Morales head to the rat-infested, pitch-dark basement armed with flashlights, while Rick and Andrea stand guard at the front of the store that has walkers clawing at the windowed doors. "Sorry for the gun in your face," Andrea says to Rick, who hopes to further earn the group's trust by helping them all get out of the mess they're in now. He understands what Andrea did, that people do things when they're afraid. Paralleling his advice to Leon Basset in Days Gone Bye, but he tells her: "Next time, take the safety off."

Andrea's gun was a gift, she says, and she clearly doesn't know how to use one. She knows that in this world, that's not a good thing. "Little red dot means it's ready to fire," says Rick. "We may have occasion to use it."

Back on the roof, T-Dog is still unsuccessfully trying to radio the others, and Merle tries to convince him to get the hacksaw in the bag of tools on the roof by telling him, "I'll be all Sammy Sunshine positive for you. It's nothing personal; just, your kind and my kind ain't meant to mix. There's no reason we can't work together in parlay as long as there's some kind of mutual gain involved."

T-Dog, bruised and sporting a fat lip, scoffs at Merle's offer. "I guess you want me to get that rifle over there, too, so you can shoot that cop when he comes back up."

Glenn and Morales travel through the sewer until they reach a grated barrier. They discuss ways to cut through, but they soon abandon the idea when they see a walker devouring a rat on the other side. The walker reaches at them through the grate and they step back.

In the store, Andrea spots a necklace with a mermaid pendant. "My sister, she's still such a kid in some ways," Andrea says. "She loves mermaids." Rick encourages her to take it, insisting shoplifting rules don't apply anymore. As Andrea pockets the necklace, walkers break through the exterior glass doors and begin pounding on the interior set. The walker holding the rock leads the pack. Morales, Jacqui, and Glenn arrive to report that the sewer is not an option.

Back on the roof, Rick spots a cube van at a nearby construction site. Believing the keys to be kept nearby, it could be their best option to escape. However, the construction site is a few blocks away and the street is overrun with walkers.  The group discusses the difficulty of moving past zombies undetected; If they hear you, see you, or smell you, they eat you. "They smell dead," Andrea says. "We don't. It's pretty distinct."  Rick latches onto the concept of scent and how the dead use it to differentiate between themselves and the living.

Wearing rubber gloves and rain jackets, Rick and Morales collect a dead corpse belonging to a zombie that had been dispatched earlier in the alley where Rick and Glenn had entered.  Inside, Rick is about to butcher the corpse with a fire axe, but pauses and decides to search the body.  They acknowledge the walker's lost humanity — his name was Wayne Dunlap, he had a picture of a pretty girl in his wallet, and Glenn indirectly states that since they are about to use his organs to help them escape, he's an organ donor. He used to have a life, like everyone else.

After the group shares a solemn moment of reflection, Rick begins hacking the dead body to pieces with the axe. Sounds of crunching bone, squishing and gurgling prompt gasps and retches from the group. After a few agonizing blows, Rick and Glenn smear guts on themselves, disgusting everyone, especially Glenn. "Oh, this is bad.  This is really bad." Says Glenn weakly.  Rick suggests a distraction, "Think about something else - puppies and kittens."  But T-Dog says "Dead puppies and kittens," making Glenn vomit.  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.  Though a few of them sniff the air curiously, the guts that the pair smeared on themselves earlier seem to be camouflaging their scent effectively.  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. Merle gets let in on the plan for the first time, and he scoffs, "That asshole's out on the street with the handcuff keys?" T-Dog holds up the key and dangles it tauntingly. Merle's face drops.

Back at camp with skies graying quickly and thunder audible in the distance, Amy frets over the whereabouts of the group — her sister in particular. "It's late. They should have been back by now". Dale, working on his RV's troublesome radiator hose with Jim, the man wearing a navy mechanic jumpsuit seen with tools earlier, reasons with Amy that worrying won't make it better.

Lori's doing laundry while 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. "We do not go after them," Shane insists. "We do not risk the rest of the group," confirming that the group Rick has joined at the Department Store in Atlanta and the survivors at the rock quarry campsite are linked.

"We're just gonna leave her there? She volunteered to go to help the rest of us," Amy argues. Shane responds, "She knew the risks. If she's trapped, she's gone; you just have to deal with that." Amy is furious, exclaiming "That's my sister, you son-of-a-bitch!" and storms off. Lori follows, presumably to comfort Amy, but also seems dissatisfied with Shane's decision.

Back in Atlanta, Rick's plan seems to be working as he and Glenn keep making their way through the crowd of walkers.  However, things start to take a dreary turn as dark and ominous clouds gather overhead. Distant rumbles of thunder forewarn rain.  Before long, rain begins to fall rather heavily, beginning to wash the zombie guts off of Rick and Glenn. Morales tries to will the storm to pass, calling it a cloudburst.

But with their human smell becoming more noticeable, a nearby walker detects Rick and Glenn 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. 

The pair just barely are able to make it over the fence uninjured. Rick shoots at walkers as they haphazardly try to climb over the fence while Glenn locates the keys. The keys are found, and the men make their way to the van as a walker comes after Glenn. The crowd of walkers knocks down the fence and charges at them, but they speed away in the van just in time.

As the van drives away from the department store to avoid the horde, the group, still on the roof, 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. As T-Dog is gathering the stuff and is about to exit the rooftop, he reluctanty turns back as Merle begs. The group continues quickly down the stairwell as T-Dog runs with the key in hand to set Merle free. In the midst of all this, he accidentally slips on the rain-soaked roof and drops the handcuff key down a drain while also dropping the tool bag, making the hacksaw and other tools spill out.

"I'm sorry," T-Dog gasps, while Merle accuses him of dropping the key on purpose. He runs back to the stairwell and starts going down again while hearing Merle screaming in rage. He goes back up and chains the door shut so that the walkers can't get to him. He is left still on the roof handcuffed and screaming. T-Dog races to join the group just as the walkers break through the final set of glass-pane doors and enter the department store.

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's Glenn?"  A loud engine roars over the sound of a car alarm as a red Dodge Challenger speeds out of Atlanta with Glenn inside, screaming in celebration.

Other Cast



  • First appearance of Andrea.
  • First appearance of Merle Dixon.
  • First appearance of T-Dog.
  • 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)
  • Last appearance of Siggard's Horse. (Corpse)
  • 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's series, Breaking Bad.[1]
  • 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.
  • "Guts" currently has the least views of any other Walking Dead episode premiere in America, with only 4.71 million viewers.
  • Jaqcui and Merle Dixon were new characters created for the show and never made appearances in the comics. Same goes for Daryl in the upcoming episode(s).
  • 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 "No Sanctuary", "Start to Finish", "No Way Out" and "The Big Scary U".
    • In the latter episode, its revealed by Negan 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.

Comic Parallels

  • Shane and Lori having sex in the woods 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 and Glenn covering themselves with walker's guts and barely escaping the herd of walkers is adapted from Issue 4.
  • Rick getting scorned for using a gun in Atlanta is adapted from Issue 2.


  • 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. 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 the Atlanta Department Store. 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).
Episodes of The Walking Dead
Season 1 "Days Gone Bye" • "Guts" • "Tell It to the Frogs" • "Vatos" • "Wildfire" • "TS-19"
Season 2 "What Lies Ahead" • "Bloodletting" • "Save the Last One" • "Cherokee Rose" • "Chupacabra" • "Secrets" • "Pretty Much Dead Already" • "Nebraska" • "Triggerfinger" • "18 Miles Out" • "Judge, Jury, Executioner" • "Better Angels" • "Beside the Dying Fire"
Season 3 "Seed" • "Sick" • "Walk With Me" • "Killer Within" • "Say the Word" • "Hounded" • "When the Dead Come Knocking" • "Made to Suffer" • "The Suicide King" • "Home" • "I Ain't a Judas" • "Clear" • "Arrow on the Doorpost" • "Prey" • "This Sorrowful Life" • "Welcome to the Tombs"
Season 4 "30 Days Without An Accident" • "Infected" • "Isolation" • "Indifference" • "Internment" • "Live Bait" • "Dead Weight" • "Too Far Gone" • "After" • "Inmates" • "Claimed" • "Still" • "Alone" • "The Grove" • "Us" • "A"
Season 5 "No Sanctuary" • "Strangers" • "Four Walls and a Roof" • "Slabtown" • "Self Help" • "Consumed" • "Crossed" • "Coda" • "What Happened and What's Going On" • "Them" • "The Distance" • "Remember" • "Forget" • "Spend" • "Try" • "Conquer"
Season 6 "First Time Again" • "JSS" • "Thank You" • "Here's Not Here" • "Now" • "Always Accountable" • "Heads Up" • "Start to Finish" • "No Way Out" • "The Next World" • "Knots Untie" • "Not Tomorrow Yet" • "The Same Boat" • "Twice as Far" • "East" • "Last Day on Earth"
Season 7 "The Day Will Come When You Won't Be" • "The Well" • "The Cell" • "Service" • "Go Getters" • "Swear" • "Sing Me a Song" • "Hearts Still Beating" • "Rock in the Road" • "New Best Friends" • "Hostiles and Calamities" • "Say Yes" • "Bury Me Here" • "The Other Side" • "Something They Need" • "The First Day of the Rest of Your Life"
Season 8 "Mercy" • "The Damned" • "Monsters" • "Some Guy" • "The Big Scary U" • "The King, the Widow, and Rick" • "Time for After" • "How It's Gotta Be" • "Honor" • "The Lost and the Plunderers" • "Dead or Alive Or" • "The Key" • "Do Not Send Us Astray" • "Still Gotta Mean Something" • "Worth" • "Wrath"
Season 9 "A New Beginning" • "The Bridge" • "Warning Signs" • "The Obliged" • "What Comes After" • "Who Are You Now?" • "Stradivarius" • "Evolution" • "Adaptation" • "Omega" • "Bounty" • "Guardians" • "Chokepoint" • "Scars" • "The Calm Before" • "The Storm"
Season 10 TBA