Audiences hungry for good TV have feasted upon 'The Walking Dead.' The story behind how flesh-eating zombies conquered television, and a sneak peek at what's up next.

By Jeff Jensen
Updated November 26, 2010 at 05:00 AM EST

Looking back, Andrew Lincoln can only laugh. But on an infernally hot morning last summer in Atlanta, when the star of AMC’s zombie survival saga The Walking Dead found himself hacking up a corpse and smearing his sweat-drippy body with its pulpy entrails, the 37-year-old classically trained British thespian really did find it all rather disturbing. ”I remember thinking, ‘Please! This is not what I signed up for!”’ says Lincoln of the audacious moment from the second episode, in which his heroic lawman, Rick Grimes, hatches a plan to escape the zombie horde by trying to look — and smell — like one of them. The wickedly bleak work was so exhausting and unsettling that the actor says he improvised the line that effectively stops the scene (”We need more guts”) only because he wanted the scene to end. Not that it got any better the next day, when Lincoln and young costar Steven Yeun had to zombie-walk through downtown Atlanta with intestines and severed feet draped over their shoulders. ”Afterward,” Lincoln says, ”Steven asks me, ‘Is this normal for Hollywood?’ And I said, ‘Far from normal, my friend. Far from normal.”’

To be clear, no real persons alive or undead were harmed in the filming of that scene. (Your fake-guts recipe: faux blood, Vaseline, K-Y jelly. Mix and enjoy!) To be even more clear, The Walking Dead — developed by Oscar-nominated filmmaker Frank Darabont from an acclaimed comic book by writer Robert Kirkman — is a monster smash, one that’s being hailed as the year’s best new series. Debuting on Halloween to record-breaking ratings for a basic-cable drama, this great and gory end-of-the-world epic has stunned industry observers by holding strong, averaging 5 million viewers a week — more than twice the average of AMC’s now-second-biggest hit, Mad Men. The network has already ordered a 13-episode second season that may not arrive until next fall. That may sound like an interminable wait for fans (call them Undeadheads), especially since the first season concludes on Dec. 5 after only six episodes. Then again, Halloween does seem like the most wonderful time of the year for a zombie saga. In the words of exec producer Gale Anne Hurd (The Terminator): ”Why mess with a good thing?”

Please: Don’t. While it’s way easy to define The Walking Dead by its outrageous horror-genre violence and viscera (never has a TV series more indulged a blood-splattering head shot), what makes it a cut above is its brainy envisioning of a terrifying apocalyptic meltdown that leaves human characters struggling for physical and spiritual survival by snaring them in one moral quagmire after another. Your beloved spouse is now a zombie. Do you put her down or wait in hope for a cure? A member of your community needs to be rescued. He’s also a vile racist. Is he worth the bullets and manpower to save? What is the value of a human life? Who makes the rules when the world breaks down? Into the maelstrom rides Rick Grimes, an idealistic Southern sheriff’s deputy who awakens from a coma to discover civilization has imploded because of an inexplicable pandemic that has turned human beings into shambling cannibals. After a harrowing search, Rick reunites with wife Lori (Prison Break‘s Sarah Wayne Callies) and young son Carl (Chandler Riggs) and joins a camp of survivors led by best friend and partner Shane (Jon Bernthal). The final two episodes of the season will see the survivors trek to the Centers for Disease Control. ”The end of the season brings our characters — and the audience — to key questions,” says Darabont. ”Are there answers? Is there hope? Is there any structure or authority or government working on our behalf?” Pause. ”That’s a pretty legitimate question even without a zombie apocalypse.”

Robert Kirkman loved zombie movies, but he believed they suffered from one significant flaw: the fact that they have to end. ”Most zombie stories end with a few characters riding off into the sunset or to uncertain destinies,” says the comic scribe. ”I wanted to know: Where do they go? How do they continue to find food and water? How do they survive? There weren’t any zombie stories out there that provided me with the answers, so I decided to do it myself.” The Walking Dead made its comic debut in 2003 and last week reached its 79th issue. One of its earliest fans was Darabont, who aspired to create his own zombie epic, but for TV. In early 2005, he secured the rights and tapped as key collaborators Kirkman (he scripted the show’s fourth episode) and movie-makeup whiz Greg Nicotero. ”You know some girls like to play Barbies?” says Darabont. ”Well, us old guys like to play zombies.”

But television in the mid-2000s was one big No Country for Old (Zombie-Loving) Men, as Darabont’s pitch for The Walking Dead was rejected first by NBC, then by several other networks because of its doom, gloom, and gore. Enter Gale Anne Hurd, a self-described ”geek-genre girl from way back” who suggested to Darabont that his vision could be made better by adding three uppercase, upscale letters to the mix: AMC. The basic-cable network gobbled up Darabont’s pitch immediately. According to Charlie Collier, the network’s president and general manager, AMC saw The Walking Dead as an opportunity to expand the scope of the channel’s brand with a fall-timed property that could keep and even grow the young demos that make ”Fearfest” — a two-week slate of horror films — one of its highest-rated programming blocks each October. AMC’s enthusiasm and strategy led the network to order not just a pilot but an entire first season last May. The caveat? Launching The Walking Dead by Halloween left enough time to produce only six high-quality episodes. ”It was literally like surviving a zombie apocalypse,” says Darabont of the time crunch. ”There weren’t zombies trying to eat us, but the schedule certainly was.”

As Darabont prepped the pilot and developed scripts with other writers, he and Nicotero fleshed out their vision for the show’s flesh-chewing revenants, known in the series as ”walkers” or ”geeks.” They took their visual cues from the comic book’s zombies: long necks, pronounced teeth, faces gaunt from starvation. Each zombie bears marks of an individual history; a deer-eating zombie in episode 3, played by Nicotero himself, had hideous facial lacerations — machete wounds, he explains, from an offscreen skirmish. The zombies of The Walking Dead are victims of tragedy, not metaphors for social satire — hence you’ll never see cheeky caricatures like Politician Zombie or TV Newsman Zombie or Glee Club Zombie. ”We didn’t want them to become a parody of anything, or even themselves,” says Nicotero. ”Our ambition was to make the audience actually feel and care for the zombie, not merely be frightened by it.”

The actors who play The Walking Dead‘s not-undead characters all tell variations of the same story about becoming involved in the series. ”I got an e-mail outlining the project,” says Lincoln. ”The first thing I read was ‘AMC.’ I went, ‘Great! I’ve been waiting for an AMC opportunity!’ Then it said ‘The Walking Dead.’ Terrific title. Then the names. ‘Frank Darabont.’ ‘Gale Anne Hurd.’ Great. And then it said ‘Zombie survival horror.’ I think I actually did a literal double take. I was like, ‘Really?!’ I was a bit reticent. It was only the next day, when they sent me this top secret script, that it really dawned on me what the show had a chance to do, and I got very excited.”

Darabont had never heard of Lincoln (perhaps best known to American audiences as the Guy Who Was in Love With Keira Knightley in Love Actually) when the casting directors suggested him for Rick Grimes. ”I was like, ‘Are you kidding me? I’m looking for a cross between Gary Cooper and Sam Shepard and you’re giving me the Love Actually guy?”’ Darabont says he became a convert after flying Lincoln out to Los Angeles and filming an audition with Bernthal in the garage of his house. ”What’s weird for me now,” says Darabont, ”is that whenever I hear him talk with his English accent, I’m like, ‘Where’s Rick? Stop pretending you’re British!”’

The Walking Dead‘s six-episode first season (shot last summer in Atlanta during a record-breaking heat wave) is intended to establish the world and the core cast of characters. SPOILER ALERT…yes, even for those who’ve read the comics: Darabont says that the sixth episode won’t end with a cliff-hanger (”I didn’t think that would be fair to the audience, especially if we didn’t get renewed”), though he does indicate that the key relationship conflicts will stay largely intact. Merle (Michael Rooker) — a violent bigot who was left cuffed to a pipe in zombie-infested Atlanta and subsequently escaped by cutting off his hand — will remain MIA during the final two episodes. Similarly, Darabont says all things Rick and Lori and Shane will be fully explored next year. That means yes, Shane will make it out of season 1 alive. In the comics, the character is killed rather quickly, and it was Darabont’s belief that there was more story to be mined. Kirkman agrees; he notes that his early issues were written in fear that the comic wouldn’t last, and he wanted to cover as much turf as he could in case it got canceled. For this reason, Kirkman says to his comic fans: ”You may not have that insider knowledge you think you have. Things may play out differently with Rick and Shane. And that’s great.”

With season 1 in the can, Darabont has begun thinking about season 2 — but only thinking about it. The exhausted producer plans to take the rest of 2010 off and start actively working on next year’s episodes in early 2011. While he’s reluctant to dish, Darabont did identify several characters and story lines from Kirkman’s comics that he’d like to import into the series — so SPOILER ALERT once again for anyone who wishes to remain clueless. Darabont says he’s particularly fond of fan fave Michonne, a mystery woman armed with samurai swords, and Tyreese, a hulking ex — pro football player with strong leadership skills. Fans of the comic know that Rick & Co. eventually make a massive prison complex their home for a protracted period of time. ”It would certainly be my intention to go there, although it seems like a place I’ve been before,” says the man who made The Shawshank Redemption and The Green Mile. ”I can’t seem to get away from prison.” Does Darabont have the guts to tackle the Governor, a ruthless sadist who runs a town where survivors are forced to participate in deadly gladiator games with zombies? ”Oh, I loooove the Governor. I can’t wait to get to the Governor. I think the Governor is going to be an all-time memorable character for TV.” When asked what he thinks of message-board speculation that Michael Rooker’s Merle will become the Governor, Darabont says, ”Really? Interesting. I’m saying nothing.”

But before he begins hashing out next season, Darabont says he’d like to figure how the series will ultimately end. That’s an ironic concern, considering The Walking Dead was conceived as the never-ending zombie saga. That may work in comics, but not so much in the category of serialized television that The Walking Dead occupies, where viewers can grow weary and even cynical about stories if they sense they lack ”master plan” direction or purpose. (Just ask Team Lost.) Darabont gets this — and he’s working on it. ”My next big conversation with Robert, now that we’ve gotten through the first six, will be: ‘What is your endgame, Robert? I can’t believe I have not asked you this!’ I kinda wanna know Robert’s idea, for my own sanity and purposes,” says Darabont. ”I’ll let you know what he tells me.” No worries. We’re not in a rush for The Walking Dead to die anytime soon.