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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. "Yes, mom," says Carl. Dale also tells Lori not to go too far, either. "If you see anything, holler. I'll come running," he says.

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. "How much time do we have?" he 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 then proceed to have sex.

In Atlanta, sealed inside a military tank, Rick 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 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.

While 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," leaving him in thought. Glenn leads Rick down a staircase to an alley, which is free of all but four walkers thanks to a bus blockade. 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. "We're dead because of you," she tells him. 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 walkers outside that are slamming themselves against the outer set of glass-pane doors, furiously trying 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. Jacqui suggests that it was just a hallucination. "I saw it," Rick insists forcefully. T-Dog tries to make radio contact with another unknown group, but fails to get a signal, wondering if they might have better luck on higher ground. Suddenly, muffled gunshots are heard. "Oh god, is that Dixon?" Andrea says in disbelief, as they all leave 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 calls T-Dog "n*gger," triggering 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. The group is forced to vote in favor of Merle being their new leader. Suddenly, Rick hits Merle with the butt of the rifle and handcuffs him to a pipe. "Things are different now. There's us and the dead. We survive this by pulling together, not apart." Rick tells Merle as he holds a gun to his head. Merle challenges that he wouldn't shoot him because he's a cop, but 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.

Later, Morales informs Rick there's no refugee center 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.

In the basement, Glenn, Rick, Andrea, Morales, and Jacqui stand at the top of a ladder that descends into darkness. Glenn infers that they all seem to expect him to be the one to explore the depths and concocts a plan to send Rick and Andrea to watch the storefront, Jacqui to stand atop the ladder to warn of danger, and Morales to come with him into the sewer.

On the front of the store, Rick and Andrea keep watch. "Sorry for the gun in your face," she 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, but he tells her: "Next time, take the safety off." She says her gun was a gift and she doesn't know how to use one. "We may have occasion to use it," Rick tells her.

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 to set him free. He 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." Meanwhile, 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... She loves mermaids." She says. Rick encourages her to take it, insisting shoplifting rules don't apply anymore. Andrea pockets the necklace, when the walkers break through the exterior glass doors and begin pounding on the interior set. Glenn, Morales, and Jacqui arrive to report that the sewer is not an option.

Back on the roof, Rick spots a cube van at a nearby construction site a few blocks away. The group discusses the difficulty of moving past the walkers undetected. "They smell dead. We don't. It's pretty distinct." Andrea says. Rick latches onto the concept of scent and how the dead use it to differentiate between themselves and the living. A while later, Rick and Morales collect a walker that had been dispatched earlier in the alley. 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. 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. 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, Amy frets over the whereabouts of the group and her sister. "It's late. They should have been back by now." 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. "We do not go after them. We do not risk the rest of the group," Shane insists. "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 to comfort her.

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. 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.

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?"

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 "No Sanctuary", "Start to Finish", "No Way Out", "The Big Scary U" and "A Certain Doom".
    • 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.

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.


  • 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 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).