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Walking Dead Wiki
Walking Dead Wiki

"What Lies Ahead" is the first episode of the second season of AMC's The Walking Dead. It is the seventh episode of the series overall. It premiered on October 16, 2011. It was written by Ardeth Bey & Robert Kirkman and directed by Gwyneth Horder-Payton & Ernest Dickerson.


Rick leads the group out of Atlanta. On the highway, they are stopped by a threat unlike anything they have seen before. The group searches for someone who has gone missing.


After narrowly escaping from the Center for Disease Control, Rick Grimes and the rest of the group decide to leave Atlanta for good. The city is firmly in the hands of the walkers, and they decide to give Shane's idea of finding refuge at the army base at Fort Benning a try. Before leaving, Rick attempts to contact Morgan Jones one last time about the city. He urges him to stay away for his and his son's safety.                       

As the group prepares for their journey, Shane Walsh stares longingly at Rick's family. The group abandons some of the vehicles in their convoy, bringing just the RV, Carol Peletier's Cherokee, and Merle Dixon's motorcycle, now driven by his brother, Daryl.

With Carol, her daughter Sophia, and Carl in the backseat of the Cherokee, the drive brings back fond memories for Lori and Rick of a trip to the Grand Canyon when Carl was a baby. They never made it, Lori explains, since Carl got sick, so they turned around and went home. Carl and Sophia ask to be taken to see the Grand Canyon one day.

Dale Horvath drives the RV while Glenn studies a road map. Andrea watches curiously as Shane takes apart his gun to clean it with ease.

As he begins to show Andrea how to clean her own gun, she explains that it was a gift from her father before she and Amy took off on their road trip, so that they could protect themselves.

The convoy then discovers the road is blocked by several abandoned vehicles. Upon finding a pathway through the vehicles, Glenn suggests they use the other highway they passed, but Dale states they can’t spare wasting the fuel.

The group nervously crawls through the wreckage, with no way to know what sort of dangers lurk within. The situation worsens when the RV's radiator hose breaks down again. This forces the group to stop.

The group begin to salvage the abandoned vehicles in the hopes of finding a spare radiator hose to use. Shane warns the group to be careful as the highway is essentially a graveyard, so there is a possible chance that some the vehicles will be occupied by walkers.

Glenn helps Dale fix the radiator hose while Rick takes watch with a rifle behind the RV while Dale climbs to his post on the roof. Andrea heads back inside the RV to try to put together Shane's gun after half-heartedly searching through a few cars.

Lori, Carol, Carl, and Sophia look through cars further up the highway. Carol finds and holds up some clean clothes to her chest and smiles to herself.

T-Dog and Daryl work together to siphon fuel. Shane finds a delivery van with several canisters of fresh water still inside. Glenn takes notice of this and hollers joyfully.

Rick spots an approaching walker, but before he can shoot it, he notices a larger herd of walkers following behind it. He warns the group to hide under the vehicles and wait for the horde to pass.

Dale lies flat on the roof of the RV as a mass of walkers passes through the wreckage. Shane spots the horde and grabs Glenn, throwing them both beneath a nearby truck.

Andrea, unbeknownst of the horde of walkers passing through, is in the RV trying but failing to put the gun back together. She finally sees the movement of walkers outside the RV. Stunned by the walkers outside the window, she cowers to the floor.

As T-Dog attempts to hide, he accidentally slices his arm open on a broken window frame, resulting in him losing a large amount of blood. He is noticed by several walkers. Underneath a car further up the highway, Rick is calmly keeping Carl, Sophia, Lori, and Carol in his sights as the herd passes.

Andrea grabs the pieces of Shane's gun and scrambles in to the bathroom of the RV when a stray walker wanders through the open RV door. Andrea attempts to quietly assemble her gun. The walker turns back and is about to exit the RV when a piece of the gun in the bathroom clatters to the floor, making a loud noise. The noise alerts the walker to Andrea's location. She presses her feet to the door while the walker continues to press in violently.

Dale notices Andrea’s predicament through a screen on the roof. He throws down a screwdriver for her to use through the screen. Andrea then opens the door and repeatedly stab the walker in the head with the screwdriver.

T-Dog, delirious from blood loss, is almost grabbed by the walkers until Daryl emerges from behind a vehicle and covers himself and T-Dog in a mound of dead bodies, hiding their scent from the walkers.

As the herd finally passes, Sophia emerges from under the vehicle she was hiding under, but is quickly spotted by two walkers straggling behind the herd. They chase her into the forest. Rick runs after her, as Carol tries to scream for Sophia, but is stopped by Lori to prevent her from attracting the herd.

Rick grabs Sophia and they run from the two walkers. He tells her he's going to draw the walkers away. He tells her to run to the highway if he doesn’t come back. He instructs Sophia to wait by the creek bed and then chases after the two walkers. Using a rock, he's able to kill the walkers, hand-to-hand one at a time. When he returns to the creek bed, Sophia has vanished.

He brings back Daryl, an expert tracker, Shane, and Glenn to the creek bed to search for Sophia. Shane wonders if Sophia really understood Rick's direction. Rick assures she understood his direction. Daryl leads them on Sophia's trail. He states that she was headed back to the highway just fine before she veered off in another direction.

While Rick and Daryl continue to search through the forest for Sophia, Shane and Glenn return to the traffic snarl to try to keep peace in the group and occupy them with jobs at the abandoned vehicles. Getting the road cleared means they can turn the RV around once it's repaired, and double back to the bypass Glenn flagged on the map, they explain, to get around the snarl now that they had fuel.

As the group plans to leave the highway, Carol argues that they should all be looking for her daughter, and Lori assures her that they wouldn't leave her behind.

Carl finds a collection of edged weapons and tools on the lap of a rotting corpse in a pick-up truck, and he excitedly shows them to Shane, who dismisses him without thought while he works on a new car. Lori notices this and tells Shane not to take things out on Carl.

Carl runs off to give the knives to Dale, and when Lori confronts Shane, he reveals that he's leaving. He's guilt-stricken over what happened in the rec room at the CDC, and he tells her he's going out on his own as soon as gets the chance.

Shane picks up a local radio signal on the car he's been working on, which interests the group for only a moment until they realize it's just like the one that aired outside Atlanta, it's playing on a loop.

Daryl picks up Sophia's trail again and leads Rick through the forest. They kill a walker, and Rick examines it for skin under the fingernails and in its teeth. He finds flesh and begins to cut him open - but Daryl, the more experienced hunter of the two, steps in. Daryl rips open the walker's stomach only to find that he's eaten a woodchuck.

Andrea comforts Carol as Sophia hasn't returned to the highway and the sun is setting. After doing so, he asks Dale for her gun. Dale refuses to give the gun to Andrea out of fear for her safety, and Shane backs him up.

Carol is grief stricken that Sophia will be alone in the woods at night, but Daryl and Rick assure her that they will find Sophia in the morning. The rest of the group is quiet amid the confrontation.

The next morning, Rick arms the group and Andrea, again, demands her gun back, only to have her request dismissed by the others out of fear she'll use it to kill herself.

Andrea confronts Dale about her gun in front of the others, and angrily tells him that he took away her only chance to die peacefully. She states that he robbed her of her choice by forcing her to save his life.

The survivors leave Dale and T-Dog, whose arm has been bandaged, at the RV, and head out to search the forest for Sophia.

As the day wears on, the group is tired and worn from a long and fruitless search. They come upon a campsite where a man has committed suicide and has nothing of value except a gun. Carl is again rebuffed in an attempt to talk to Shane, and he tells his mother he thinks Shane's mad at him.

At the RV, Dale is taking watch with his binoculars, and T-Dog asks why he's not fixing the radiator hose so they can get out of there if or when the group comes back with Sophia. Dale states that he fixed the hose the day before, but that he's trying to keep the group united in the search for Sophia.

The group is overjoyed when they hear the sounds of church bells in the woods. They have hope that Sophia is setting them off. They run towards the noise and find a small Baptist church, but Shane insists it's the wrong one, because it doesn't have a steeple.

They head inside anyway - Rick, Shane, and Daryl killing walkers, but they find no trace of Sophia. Shane continues insisting it's the wrong church, when the bells ring again. They run outside, and find the automated bell timer around the side of the building.

Glenn unhooks the timer in frustration as Carol announces she's going back inside the church for a while. Carl, Rick, and Glenn join her inside, while Andrea takes a rest outside in the shade. She overhears Lori and Shane talking about his plans to leave, and hears Lori tell Shane she thinks he's making the right choice to go. After Lori heads inside the church with the others,

Outside the church, Andrea asks Shane to take her with him when he leaves, pointing out that the two of them don't belong in the group. He rebuffs her, but she asks him to consider it.

With daylight fading, the others decide to head back to the RV, but Rick isn't ready to give up the search for Sophia. Reluctantly, Shane agrees to stay behind. Carl, too, insists on staying with them, and Lori agrees to let him stay with his dad. Rick tries to give Lori his gun, but she won't leave him unarmed, so Daryl hands her the gun he grabbed off the man in the tent that afternoon.

On their way back to the highway, Carol expresses frustration that their search turned up no new leads on Sophia, and Daryl, too, doesn't like that the group has been further split up. Andrea chooses the moment to verbally attack Lori for carrying a gun when she's been denied one for two days. Lori angrily gives Andrea a gun and she tells her to stop blaming Rick for what happened to Sophia because no one else ran after her like he did. She tells them she's tired of them not trusting her family, and that any of them are free to leave any time they want. Feeling guilty, Andrea hands back the gun and the group continues back to the highway.

Meanwhile, as Rick, Shane, and Carl search the woods, they come upon a buck stopped in a clearing. Shane raises his gun to shoot it, but Rick holds him back as a curious Carl slowly moves closer to the buck. Smiling, he turns back to Rick and Shane, who watch peacefully, as the deer stands tall, staring back at Carl.

Suddenly, a gunshot rings out. The deer falls to the floor, and so does Carl, who has been shot.

Other Cast



  • 1 dog
  • 1 woodchuck
  • 1 deer


  • Last appearance of Sophia Peletier. (Alive)
  • As of this episode, Norman Reedus (Daryl Dixon) has been added to the opening credits.
  • The title of the episode, "What Lies Ahead", refers to the dangers that lie ahead of the group as they leave Atlanta.
  • When Rick and the group go to the Southern Baptist Church of Holy Light, the sign has the phrase, "Revelations 16:17". If translated, this Bible passage reads, "The seventh angel poured out his bowl into the air, and out of the temple came a loud voice from the throne, saying, "It is done!"."
  • This is the last episode produced by TV Series creator Frank Darabont.
  • Initially, the episode would have started out differently. Rick and the Survivors would travel to the city to return to the Atlanta Nursing Home, where they would find it completely destroyed, and all the residents dead. After recovering the weapons they had shared, they decide to leave the city to Fort Benning.
    • Neil Brown Jr. (Guillermo) was hired for this episode and several scenes were filmed in the location, but eventually the entire sequence was removed from the final edit and the pre-credits scene was re-recorded.
  • When Daryl retrieves a pistol from a tent, the dead man inside has a large button pinned to his jacket that reads, "No Excuse For Domestic Violence".
  • Grady Memorial Hospital, an important location in Season 5, makes a cameo appearance in the background during the opening scene.

Comic Parallels

  • Carl getting shot through the stomach in the woods is adapted from Issue 9.

Episode Highlights



  • Jeffrey DeMunn's name is misspelled in the intro as Jeffery DeMunn.
  • Though all services have broken down, the church still has electricity to run its automated church bell speaker and sound system.
  • The sweat stains on T-Dog's shirt change between shots while he is talking to Dale.
  • When Daryl is cutting open a walker in the woods to see what it ate while searching for Sophia, he stabs the walker several times, but when he pulls the knife out of the zombie, it stays clean.
  • Despite the fact that people only have to die to reanimate, the people who died on the road remain corpses with no sign of anyone having put them down.

External Links