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"What Happened and What's Going On" is the ninth episode and mid-season premiere of the fifth season of AMC's The Walking Dead. It is the sixtieth episode of the series overall. It premiered on February 8, 2015. It was written by Scott Gimple and directed by Greg Nicotero.


After all the recent trials the group has faced, a slight detour might prove to be the solution they've been looking for.


17 days have passed since Beth's death.

Maggie and Noah are still coping with Beth's unexpected demise. After leaving the hospital, Rick, Glenn, Daryl, Tyreese, and Sasha go for a supply run. Rick checks a truck, clears it out, and takes it for transportation to Virginia.

Several glimpses show locations with significance to Tyreese: a small house, referencing the cabin at the grove; the prison; and Woodbury. Some pictures of Noah along with his twin brothers are also shown.

When the night comes, Noah tells Rick that Beth was supposed to leave with him from the hospital to accompany him to the community where his family resides. Rick asks where it is and Noah tells him that it is just outside Richmond, Virginia, approximately 530 miles northeast of Atlanta. Despite it being far away, Rick decides to tell the rest of the group that the place Noah mentioned would be their next destination. The place was secured when Noah left the place, walled, and was a home for 20 people. "It's a long trip, but if it works out. It's the last long trip we have to make," Rick says. Glenn questions what if it's not around anymore. Rick says that they would keep going, before being added by Michonne who said, "Then we find a new place."

Some glimpses are shown again: a skeleton of human remains in the woods and a sun drawing made of chalk on a road. Lizzie and Mika appears in a vision as they were last seen: bloodied and with the wounds that killed them. Mika looks at the camera and says, "It's better now." A glimpse of the photo of the cabin is again seen, blood dripping down onto it.

The story cuts to the events before the funeral: Rick, Michonne, Glenn, Tyreese, and Noah are on the way to where Noah's place was mentioned, having made their way through South Carolina, North Carolina and much of Virginia. Rick radios Carol to tell her that they've almost reached the place. Carol says to Rick that if they don't get back, the rest will come looking. Noah and Tyreese have a conversation about their respective families. Tyreese mentions how his father always told him and Sasha to keep listening to the news, regardless of how horrifying the story may be, telling them it's their duty as citizens of the world to keep up "the high cost of living". Noah says that he hopes to see his own at the community, and Tyreese says that he hopes so too.

They park about two miles from the town, near a bullet-riddled station wagon that had crashed into a covered pickup truck, using the wreck as cover for their own car. They approach Shirewilt Estates with caution, Rick fearing snipers but Noah reassuring him. When the gate comes into view, Noah rushes toward it and tries to open it, but it is locked. They hear some noises from within and Glenn climbs the wall to peer inside, only to see the settlement destroyed; he remains silent. Noah panics and hops the wall to see the destruction.

Noah breaks down in tears as Rick and the others follow after him. Tyreese comforts him by telling him that everything is going to be all right, that he's with them now. Rick intervenes and tells Noah that he is truly sorry about what happened.

Rick radios Carol and informs her that the place is gone. Rick, Michonne, and Glenn head off to see what they can find. Rick and Glenn discuss the events at the hospital and their mutual desire to kill Dawn, despite the accidental nature of Beth's death. Glenn, formerly one of the group's most steadfast optimists, admits to Rick that given all they've been through, if he had the chance to do it all over again, he wouldn't have stopped to try and save the man trapped in the storage container at Terminus, and he would've killed Dawn without hesitation. However Michonne is becoming disturbed by the cynicism and tells them that they need to stop being in the open.

Meanwhile, Noah is still grieving. Tyreese stays with him and recounts his own story of loss, but concludes that, if it hadn't been for his perseverance, Judith wouldn't be alive today. He tells Noah that it isn't the end. Noah then stands up and see his old house from afar. He runs off towards it and Tyreese chases after him. They enter the house and find Noah's mother dead in the living room, her head having been bashed in by a blunt weapon of some sort. Noah falls to her side and apologizes profusely as Tyreese sets off in investigation of a sound he heard from a bedroom. In the bedroom, he becomes distracted by photos on the wall of Noah's brothers and gets bitten by a walker by surprise. Noah hurries into the room and kills the walker before frantically telling Tyreese that he will go get the others.

Tyreese begins to hallucinate. He sees Martin from Terminus, who taunts him that he's dying and for not killing him when he had the chance at the cabin. He says that if he had, Bob might still be alive today; Beth might still be alive. Bob then appears and reminds Tyreese that he was bitten at the food bank. A voice in the radio is heard, reporting horrific news. The Governor appears and reminds Tyreese how he said he would do whatever he could to earn his keep when he first arrived at Woodbury. Mika and Lizzie then appear to comfort Tyreese, but the Governor deny their words. Tyreese snaps out from his hallucination as the figure her saw as the Governor turns into a walker that begins to attack Tyreese. Tyreese quickly puts it down, not before sustaining another bite to his arm, and falls to the floor.

At the back of the community, beside a broken wall surrounded by severed legs and arms, Michonne expresses her idea to stay in the neighborhood settlement, but Rick offers several rebuttals. She argues that instead of just "making it" that they should go to Washington, D.C., where they might have a chance. After a moment, Rick agrees. Just then, Noah is heard screaming for help and the group runs off to save him from several walkers that have him cornered. He reports that Tyreese has been bitten and they set off in the direction of his house.

At the house, Beth appears as part of Tyreese's hallucination, playing a guitar and singing, with Mika and Lizzie sitting in front of her. Beth tells Tyreese that it's okay and that he has to know this now. Bob adds that it's okay for him not to want to be a part of it anymore. Martin points out that being a part of it now is simply being. The Governor then scolds him for letting Carol live after what she did to the woman he loved. Tyreese stands up and confirms what he said before about a man having to do something to earn his keep, but that he did not know the Governor then but he knows him now. He knows what happened and what's going on. He points at the Governor and declares that he is dead, that everything about him is dead, and that he forgave Carol because it's not over. He says that he would listen to the news so that he could help. Mika and Lizzie take hold of Tyreese's hand before it is revealed that it is Rick gripping his bloodied hand, holding his arm tight for Michonne to amputate the hand off to stop the infection from spreading.

The group haul Tyreese from the house and to the front gates. They smash the locks off and open the doors, walkers spilling in. They quickly dispatch them and carry Tyreese all the way back to their car. As they run, Tyreese has flashes of the horrors he has seen, which include Sasha killing Martin and Carol shooting Lizzie. Tyreese grows weaker as they get to the car and Rick radioes Carol to tell her that they have to cauterize the arm to stop the bleeding.

After a momentary stalling due to the car getting stuck in the mud and then crashing into the covered pickup truck, which was filled with mutilated walkers - the upper halves of the legs seen by Rick, Glenn, and Michonne back in Shirewilt Estates, they manage set off. Tyreese has another hallucination. Beth is driving the car, Bob is in the passenger seat, and Mika and Lizzie are sitting by his side, comforting him; however, unlike his previous hallucinations, the injuries they received when they originally died are no longer seen. Tyreese says "turn it off" while Bob asks if he is sure while Beth, Lizzie and Mika assure him it is ok to let go and Tyreese takes a final glance of them all, looks out of the car window, and dies peacefully whilst watching the sunset. The people in the car pull over after realizing he has passed away and come to a stop. They pull him from the car onto the road and Michonne puts him down, as the others are distraught.

It is revealed that the funeral seen at the beginning was Tyreese's and not Beth's. Gabriel reads lines from the bible as the others stand over his grave site. Daryl looks highly saddened and Sasha is visually shocked by the death of her brother, unable to even bury him so Rick, enraged he's lost another friend - the very man who saved his daughter - buries him personally. The episode ends with a shot of a cross over Tyreese's grave, his signature beanie resting atop it.

Other Cast

Special Guest Stars




  • Last appearance of Philip Blake. (Hallucination)
  • Last appearance of Martin. (Hallucination)
  • Last appearance of Gareth. (Flashback/Corpse)
  • Last appearance of Tyreese Williams. (Alive)
    • This is the first time a main cast character has died in an opening mid-season episode and the third time that two main cast characters have been killed in successive episodes.
  • Last appearance of Woodbury. (Flashback)
  • This is the only episode in Season 5 to feature every credited series regular in the season in some capacity.
  • This is the first episode of the TV series to be set outside of the state of Georgia.
  • This episode is the longest distance the group has traveled in the entire series, a distance of 530 miles from Atlanta to Richmond.
  • The first two minutes of the episode were released the day prior to the episode's premiere.
  • During one of his interviews, Robert Kirkman teases this episode is gonna be "polarizing" to the fans. He believes The Walking Dead fans may be caught off guard, and he expects the episode will bring plenty of debate. He said, "Episode 5x09 is going to be a fan-favorite episode in a lot of ways, and it's going to be a fan-hated episode in a lot of ways because it is a somewhat brutal episode. Those are very hard for the audience here and there, but there's a lot of magic in that episode as well, and a lot of really cool stuff that people are going to be very excited about. So it's going to be a very special, very unique episode that I'm really excited for people to see."
  • The title of the episode, "What Happened and What's Going On", refers to Tyreese's statements to both Noah and to the Governor.
  • The name of Shirewilt Estates is a reference to Wiltshire Estates, a semi-prominent location in the early issues of the comics and that was shown in Season 2 of the show, though it was never named on-screen.
  • The song that Beth sings is called "Struggling Man" by Jimmy Cliff.
  • This episode features flashbacks to "Isolation", "The Grove", "No Sanctuary", and "Four Walls and a Roof".
  • The room in Noah's house was built inside a soundstage to keep the actors in Tyreese's hallucinations hidden from the public.
  • According to Greg Nicotero on the episode of Talking Dead that followed this episode, 17 days have elapsed between episodes 8 and 9.
  • Tyreese's death in this episode now makes Season 5, and later Season 7 and Season 9 with the most main character deaths, with four main characters dead.
  • In Talking Dead, Greg Nicotero confirmed that Andrew Lincoln was the voice of the radio broadcaster during Tyreese's hallucinations. He also specifically drew attention to the way Noah's mother had been killed; that she had not been shot, but her head was bashed in by some type of blunt weapon. That he specifically pointed this out suggests that it may have been a more significant detail than was apparent at the time.
  • In Noah's house, the words "Wolves Not Far" can be seen written on a stone wall. Also the torn apart human limbs and walker torsos missing their limbs with "W"s on their foreheads. These are the first of many hints through the second half of Season 5 to the scavenger group known as the Wolves, who don't physically appear until the season finale, but are shown to use walkers as weapons to raid camps for supplies.

Comic Parallels

  • Michonne encouraging Rick that they should continue traveling to D.C. is adapted from a similar scene in Issue 67, where Rick encourages Abraham instead.
  • Tyreese being bitten twice in his arm and then amputated by Michonne, causing him to die from blood loss is adapted from a similar scene in Issue 81 and Issue 82, where Morgan is bitten and amputated instead.

Episode Highlights



  • At the house, while Beth is singing (hallucination) and right before Rick, Michonne, Glenn and Noah arrive there, Tyreese is sitting under the table, holding his arm and looking at the blood gushing out. You can see a small tube underneath his sleeve where the blood comes out of.
  • Tyreese's neck can be seen flinching as he is being buried, even though he has already passed away.