This season adapts material from issues #13–39 of the comic book series and introduces notable comic characters, including Michonne (Danai Gurira), Axel (Lew Temple), The Governor (David Morrissey) and Tyreese Williams (Chad L. Coleman). It also marks the return of Merle Dixon (Michael Rooker), the volatile older brother of Daryl Dixon (Norman Reedus), who went missing in the first season, and also features the return of Morgan Jones (Lennie James), the first survivor Rick Grimes (Andrew Lincoln) encountered and befriended, who he lost contact with in season one. As in the comics, this season is mainly set in both an abandoned prison and an active rural town of survivors.

Set eight months after the killing of Shane Walsh and onslaught of the Greene Family Farm, with the world growing increasingly more dangerous and Lori’s (Sarah Wayne Callies) pregnancy advancing, the season continues the story of Rick Grimes, who has assumed a dictatorial-like leadership over his group of survivors as they survive in a post-apocalyptic world infested with flesh-eating zombies, dubbed “walkers”.

After discovering a potential safe haven, the group takes refuge and inhabits a large fortified prison, but this security is threatened by a nearby community — Woodbury — led by a nefarious man known as The Governor, who takes an interest in Andrea (Laurie Holden) as she remains, after the burning of the farm, separated and unaware of the main group’s status.