Credit: Frank Ockenfels 3/AMC

[SPOILER ALERT: Read on only if you have already watched Sunday’s midseason premiere of The Walking Dead.]

“What Happened and What’s Going On” was a Walking Dead episode unlike any other: flashback images, flash-forward images, hallucinations of both the audio and visual persuasion, and, finally, a death. Yes, we had to bid farewell to Tyresse, but not before we saw his last moments play out as an internal struggle staged through conversations with characters already dead and gone. We chatted with the man who directed the episode, Greg Nicotero, to get his take on this trippy and tragic installment. (Also make sure to read our interview with showrunner Scott M. Gimple, and check back Monday morning for our Q&A with Chad Coleman. And to have all ‘The Walking Dead’ scoop sent right to you, follow Dalton on Twitter @DaltonRoss.)

EW: You guys have done hallucinations before, but never to this extent. You’ve also got these weird, flash-forward and flashback images. Start off by telling me how you even approach directing something like this?

GREG NICOTERO: We call this our Terrence Malick episode. When Scott had written it and we were talking about it, we talked about Tree of Life and we talked about these evocative images that tell the story about what Tyreese has been through. So we see the skeleton in the woods with flowers growing out of the chest, we see the picture of the picturesque house. And as we progress through the episode, we start realizing that these are all things that he’s seen in the last moments, when he’s trying to sort of struggle with this decision of whether or not he wants to go on in this world.

So, for me, those images all had to be very artistic and evocative, and that was definitely a challenge. But having the opportunity to explore all those little things were just little nods to sort of get you into Tyreese’s perspective of the brutality of the real world versus the kind of person that he is—you know, the non-violent guy who refuses to kill. And that goes all the way back to episode 401 when he’s talking to Karen at the fence and they’re killing walkers and he’s like, “I don’t like killing them at the fence” and then they go out to the Big Spot, and Zack dies and he comes back and says to Karen, “I don’t like killing them out there either.”

So clearly, it’s been a challenging story arc for Tyreese because he can’t bring himself to do that, and then the woman that he loves is killed, and then with the girls—Tyreese has really been put through the ringer. So once he’s bitten, he sort of goes on this little journey, and he’s accompanied by the images and the hallucinations of the people that have had an impact on him— the Governor, Martin, Beth and of course, the girls. So all of these things really serve to help us get inside of Tyreese’s mindset at this moment.

How do you figure out visually how far to veer away from reality—in terms of it being hallucinatory, but also keeping it somewhat grounded?

It was tricky because there were times when we wanted to make sure that it still felt cinematic, but with the fact that none of those people are actually in the room with him. So to see them at different times, it was very challenging. We had done one shot where we cut through this wide shot where he’s standing in the room talking, and there’s nobody there and he’s flinging his arm forward and he’s giving his rebuttal to what all of them have been saying. Visually, we used those cues—you know, tilting up from a photo on the ground with the blood on it up to Martin, and then seeing Lawrence on the bed. So we didn’t initially pan back and forth to any of them. We would cut back to Tyreese and then cut to the next one, so we really felt like you didn’t know what was going to happen next. All that was really challenging to do, but the beauty of it is that Chad was so dialed into his character. We shot those scenes over a two-day period with David Morrissey and Kyla and Brighton and it was amazing to watch Chad’s performance because he didn’t really look at this as like a sad departure from the show. I think Chad felt that he had had a great story and that this was a fantastic way to take his character out, so he was fully committed and really put it all out there and it was really amazing to watch.

Talk about that a little more in terms of Chad, because as an actor, because he’s got a lot to wrap his head around here with this mix of reality and hallucinations. He’s playing different things to different characters so it’s an internal battle that we’re seeing play out against people who aren’t there. That’s not easy stuff to do.

No, especially when the episode starts, he’s talking to Noah in the car and he’s trying to say to Noah, “Listen, you’re with us now, we can live and we can survive and we can make it.” And then once he’s bitten, he’s standing in that room of the little twin boys and he’s looking at the pictures on the wall and he’s looking at all that stuff and he’s realizing the sense of loss that these people have experienced, and it’s only at the last second when he turns that he realizes that he turned just a little bit too late. But from that moment on, to sit there and then have a debate—he literally has a debate with the people that he had either conflict or a relationship with. He’s sitting there talking to Martin and Martin’s like, “You know, if you would’ve just killed me then Bob probably wouldn’t be dead and we would have never tracked you guys to the church, you know.”

So it’s all that internal monologue of like, “Well, maybe I should have killed Martin, but I couldn’t bring myself to do it because that’s not who I am.” And then we cut to Bob and Bob’s sitting there going, “That’s f—ing bull—. Don’t listen to him.” And then we see the girls and the girls are like, “You know what? We’re in a better place now.” So all the things that he projects onto those people, now they’re saying it back to him, and Chad—it was astounding to watch him. There were takes when I could not yell, “Cut,” because his momentum and the build and the power that he gave to his performance was mesmerizing and I didn’t want to cut.

What we did when we crafted the whole end of the episode was we wanted to take the audience on a little bit of a journey—like, okay, so he passes out, and then they cut off his arm, and then they get him to the gate, and then he passes out again, and then they get him to the car and the walker torsos hit the car, and then we get him into the car. So we really wanted to take the audience on this journey of like, he’s not going to make it. Oh, there’s another obstruction in front of them. But wait a minute, he made it! And then, there’s another obstruction. But he made it! And then, there’s another obstruction. And then, at the end, he just looks at the beautiful image of the sun through the tress and just makes the decision and closes his eyes and that last shot, that super wide shot where they pull his body out of the car—I really wanted it to be such a tender moment and so visually evocative that you feel the sadness of what’s happening without being in the characters’ faces.

I told Andrew Lincoln that the whole episode felt almost like a poem—a very sad, poignant poem.

Oh, without a doubt. And it was crafted so dramatically different than any other episode that we had ever shot that it really did give me an opportunity to sort of spread my wings a little bit and go with some more stylized shooting. And it was interesting doing it because there were times on set where we were like, “We never shoot stuff this way, but let’s go for it!” I think Scott really wanted this episode to feel that way. I think a poem is a perfect description of it because it’s evocative of imagery and emotion, and that’s really what the episode is really about. It’s about the emotional journey that Tyreese is concluding, and those visuals evoke that emotion.

What was it like getting to work with people like David Morrissey again, as well as all the others you mentioned that you guys had killed off?

It was awesome. This show is so unique in terms of the fact that every single person that comes and works on the show is welcomed into this big family. So when David came back, he was so thrilled. It was like when we brought Rooker back in season 2 and when we brought Jon Bernthal back in season 3. We establish such a bond because we’re all in the trenches together. David had a blast. When he left he was like, “Well, let me know if you guys need me for anything else.”

Let’s now talk about some of the gross stuff, like the arm chopping scene.

It was important for me that we cut from this sort of peaceful moment with the girls, because visions have a way of ending abruptly into the brutality of the world that he is currently in. Like when the Governor is lunging towards him and then it jump cuts to the walker in the room. And the same moment with the girls and they’re gently pulling Tyreese’s arm and he’s sort of looking at them and it’s just such a sweet moment of them sort of holding his arm up—and then you just cut directly to Rick and Michonne. I didn’t want it to play out like Hershel’s leg where it was gratuitous in terms of that. I just wanted it to be swift and shocking. That was the thing about this episode is that we wanted those bits to be shocking, even when the little boy bites him and he’s looking at the wall and you just see a hint of somebody behind him and he’s so caught up in looking at the photos of this family that has been destroyed because of the end of the world that he’s distracted for a second, and in that second of being distracted, you know, all of a sudden, boom!

What about the zombie heads all flying out of a pickup truck onto the car hood? That had to be pretty fun to stage.

That’s something that we’re going to get to explore a little more. In pure Scott Gimple fashion, that was our first look at a tease that we’ll probably learn more and more about as each episode unwinds.

It was interesting how instead of going right into the end theme music when the credits come up, we just hear that sound of the digging of the grave. Who came up with that idea?

I would love to take credit for that, but Avi Youabian—who is one of our editors—when he did his editors cut he had put that in there, and he was a little nervous about how it would play out. When I watched it, it was fantastic. Listen, this episode is just as much a dream for an editor as it is for a director or a writer—by being able to craft those images and put that story together. Because it jumps around all over the place—you’re in the past, you’re in the present, and then, you know, we think it’s Beth’s funeral at the beginning, and then we cut back to it later and we realize it was Tyreese’s funeral. So, Avi did a fantastic job editing this episode and, and that was an idea he had pitched that I just fell in love with.

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The Walking Dead

AMC's zombie thriller, based on the classic comic book serial created by Robert Kirkman.

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