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 him and his son’s safety.
Rick tells the non-responsive walkie-talkie about his fears for the rest of the group, what happened at the CDC, and how hard he's trying not to lose faith, even in the face of people "opting out". He sputters, changing his mind before telling Morgan what Jenner whispered in his ear at the CDC - information that clearly weighs on him.
"Just be safe," Rick tells him. "Maybe we'll see you at Fort Benning someday."
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 Daryl Dixon's motorcycle (which belonged to his brother, Merle).
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 drove home. "I never knew a baby could throw up so much," Rick states with a laugh. Carl and Sophia ask to be taken to see the Grand Canyon one day.
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. "Smart man," Shane muses, as Dale cusses from the front seat.
The convoy has come upon a traffic problem with hundreds of abandoned vehicles, filled with rotting corpses, blocking the roads. On his brother's motorcycle, Daryl leads them through a snaked out path that was likely carved through by other survivors. Glenn nervously points out a highway overpass a few miles back, but Dale dismisses it. "We can't spare the fuel," he tells him.
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 altogether - their cars are trapped.
"If you can't find a radiator hose here..." Shane points out, and the group realizes that they can scavenge the vehicles along the highway for supplies. "We could siphon more fuel from these cars, for a start," says T-Dog; "Maybe some water?" Carol asks. Lori is quick to point out that this traffic snarl is a graveyard. "I don't know how I feel about this," she says slowly. Silently, they agree the supplies are very important, and Shane announces, "Gather what you can, y'all."
Dale enlists Glenn with fixing the radiator hose. "Sometimes the points get corroded," he says, handing him the proper screwdriver. "Radiator hose clamp is always a flat-head," he tells him.
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-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 at a still-unnerved Lori, "Ed never let me wear nice things like this," she states.
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.
Dale and Rick catch sight of a walker heading towards them through the traffic snarl. Rick raises his gun to shoot, but his focus shifts to a second walker coming up behind the first. By the time he has both square in his sights, there's a third - but he quickly realizes there are a lot more than that. He runs forward, in a forced whisper telling Lori, Carl, and Sophia to get under the cars. On her way down, Lori grabs Carol. They watch together in helpless silence as their kids wait out the sudden danger by themselves.
Dale lies flat on the roof of the RV as a mass collection 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 is running to hide from the walkers, he cuts his arm on a broken car frame. An artery breaks, and his arm starts spilling huge amounts of blood, rendering him almost completely helpless. Walkers notice and approach him. He runs behind a car, but more are coming for him.
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. She sits silently trying to assemble the gun while the walker tries to follow her scent but comes up empty. He turns back and is about to exit the RV when a piece of the gun falls in the bathroom to the floor making a loud clanging noise. The noise alerts the walker to where she is. Andrea presses her feet to the door while the walker continues to press in violently.
She screams, and Dale looks through the screened sunroof. She glares at him - this was exactly the sort of end she was hoping to avoid at the CDC - and he grabs a screwdriver from his pocket. He slices open the screen and throws the weapon down to her. The walker charges at her inside the bathroom, and she leans forward, pushing the walker to the wall and stabbing the walker repeatedly through the eye with the screwdriver until it stops moving. She sobs, covered in the walker's blood, catching her breath.
T-Dog is losing blood fast - his entire shirt, white just minutes earlier, is now a deep shade of red. As walkers descend on him, Daryl emerges from behind a car, grabbing corpses from the abandoned cars and covering him and T-Dog, camouflaging their smell.
The group is almost safe when a few stragglers find Sophia hiding underneath the car. Scared, she flees down a ditch to the nearby woods. Rick sees her and follows her. Carol cries out for her daughter, and Lori grabs her and covers her mouth to keep her from running after them in to the woods or attracting more walkers.
Chased by two walkers, Sophia stumbles, but Rick gets to her before they do. "Shoot them!" Sophia cries, grabbing for Rick's gun. He refuses as he doesn't want to risk shooting them and drawing even more walkers in to the woods.
Instead, he grabs Sophia and takes her under a creek bed. He tells her he's going to draw the walkers away. "If I don't come back, run back to the highway. Keep the sun on your left shoulder," he tells her before chasing after the 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. "She understood me fine," Rick responds firmly, and Shane offers an assured, "We're gonna find her. She's gonna be tuckered out hiding in the bush somewhere."
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.
"Can't be soon enough for me," Andrea says, "I'm still freaked out about that herd that passed us - or whatever you'd call it." Glenn's just as freaked out by the huge crowd of walkers traveling together. "Herd...that sounds about right," Shane agrees. "Like the night camp got attacked. Just a wandering pack, only fewer."
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 knives 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. He snaps back at her saying he's just trying to do what she told him to do (to stay away from him).
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 second 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. "I'll do it," he says, pulling out his knife. Comparing it to Rick's, he adds smugly, "Mine's sharper." Daryl guts the walker as Rick tries to keep down what little food he's had. 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. "The less guns floating around camp, the better," he says. "Y'all need proper training, but until that time I think it's best if Dale keeps 'em all accounted for." Andrea walks off annoyed as Glenn spots Rick and Daryl, who've returned without Sophia.
Carol is beside herself. "You didn't find anything?" she cries. Rick explains her trail went cold. As Carol objects to her daughter spending the night alone in the woods, Daryl steps forward. "Hunting in the dark's no good," he tells her, and Rick promises Carol that they will pick up the search tomorrow and make an organized effort at first light. Carol spots blood on Daryl's pants, and as she panics, they admit they gutted a walker to make sure it didn't get Sophia. Carol angrily accuses Rick of leaving her daughter in the woods, and as Rick tries to explain himself, Shane stands behind him. Carol can't look at Rick and he walks away.
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.
Carl announces to his parents that he's joining the search for Sophia, and finds an ally in Dale who reasons, "He has all of you to look after him. I'd say he's in good hands."
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. He admits he expected gratitude, but she scoffs and finishes by telling him, "I'm not your little girl. I'm not your wife. And I'm sure as hell not your problem."
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 "opted out," and 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. "No, honey, I promise you. He's just worried about Sophie that's all." she tells 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/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. He adds, "If they know we're mobile, they'll want to mobilize."
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 toll around the side of the building.
Glenn unhooks the bells 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, Carol asks God to punish her for praying for Ed's death and show mercy on her "fearful" young daughter, so she could raise her right and not let her make the same mistakes that she did.
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. "She's my friend," he says, 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. Andrea rolls her eyes visibly.
Before they head back into the woods, Rick heads alone inside the church. "I guess you already know I'm not much of a believer," he says, talking to a statue of Jesus on the cross though he has little to no faith in God left. "Thing is, I could use a little something to help keep us going. Some kinda acknowledgment, some indication I'm doing the right thing." Getting up to leave, he turns back around and says desperately, "Hey look, I don't need all the answers. Just a sign! Any sign'll do."
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. Angered, Lori hands it to her without a second thought. "You want it? I'm sick of the looks you're all givin' me," she says. She tells them 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.
They don't move. Shane grins. Rick has his moment. Suddenly, a gunshot, and as the deer falls, Carl, too, goes down, blood seeping from his chest.
- Michael Koske as Callaway
- Jeremy Ambler as Highway Walker
- Chance Bartels as Highway Walker
- Ashleigh Jo Sizemore as Big-Eyed Walker Woman
- Steve Warren as Walker in Church
- Ashe Johnson as Blonde Walker
- Charlie Leach as Woodchuck Walker
- Jack Byrd as Church Walker
- Karen Valero as Walker
- Dan Riker as Walker
- Tony Gowell as Walker
- Alex Wayne as Walker (Deleted scene)
- Christopher W. Brantley, Demetrice Jackson, Scottie Knollin, J.T. Seidler, Joe Hernandez, David Alexander, Triston Johnson, Jacque Tenpenny, Ashton Lee Woolen, Michael Koske, and Ylian Alfaro Snyder as Walkers
- Sophia Peletier (Off-Screen, Alive)
- This is the first episode where Norman Reedus (Daryl) and Melissa McBride (Carol) are credited along with the main cast.
- Melissa McBride is the only cast member in the television series who is promoted to the main cast from being a co-star in a previous season. However, she was listed as "also starring", which is the first time a series regular is credited under this section.
- IronE Singleton (T-Dog) and Madison Lintz (Sophia) are promoted to guest stars after being co-stars in the first season.
- When Rick and the group go to the Southern Baptist Church, 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 written and produced by TV Series creator Frank Darabont.
- This episode was viewed by 7.25 million people in its original broadcast.
- Initially, the episode would have started exactly where they finished after the last episode. Rick and his group would travel to the city to return to Home Hospice of Atlanta, where he would find it completely destroyed and massacred by zombies. After recovering the weapons they had shared, they decide to leave the city heading to Fort Benning. Neil Brown Jr. (Guillermo) was hired for this episode and several scenes were filmed in this story, but eventually the entire sequence was removed from the final editing and start up scene was re-recorded. Behind the scenes images for the deleted scene at the nursing home available here.
- This episode was originally going to be called, "Miles Behind Us." This is the same name as the second Volume of the Walking Dead Comic Series. It would have been a reference to the fact that it has been a great distance since the survivors left Atlanta, leaving miles behind them. Calling the episode, "What Lies Ahead", incites an opposite feeling - not that the group has left miles behind them, but that the group has no idea what dangers might lie ahead as they take off out of Atlanta. It sets the tone for the start of a new season, while, "Miles Behind Us", feels more like an ending.
- 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.
- Though society has supposedly collapsed, and 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 they find the church where the bells are sounding from, the signage for the church say it's a Baptist church yet there's a Christ on the Cross in the sanctuary. While the image is needed as a vehicle for the story, most Protestant bodies use only plain crosses, not those with the body of Christ, especially in the rural South.
- Since the survivors escaped deeper into the car wreck and the herd appeared behind them, the group should have passed the herd before arriving at the snarl. However, it can be assumed that the Atlanta survivor's vehicles drew the herd out of the nearby forest.
- While Rick and Daryl are looking for Sophia, they kill and gut a walker to examine its stomach contents. They pull an entire intact woodchuck skull out of the gut bag.
- When Daryl is cutting open a walker in the woods to see what meat it ate while searching for Sophia he stabs the walker several times, but the knife is not bloody and it stays clean.
- When Carl rolls out the knife pack he found, the scene cuts to Shane working on the engine, and you can see traffic on a highway reflecting on the bottom of the windshield.
- ↑ Ausiello, Michael (April 10, 2012). "Ask Ausiello: Spoilers on HIMYM, Private Practice, Bones, Walking Dead, Parks and Rec and More!". TVLine. Retrieved on February 10, 2014.
- ↑ Fate of Vatos folk will be revealed, https://twitter.com/#!/glenmazzara/status/192116649644662784
- Kevin Fitzpatrick, The Walking Dead 2.01 "What Lies Ahead" Comic-to-TV Comparison (October 16, 2011).