The third episode of HBO’s The Last of Us contains the first biggest diversion from the 2013 game. And that is not at all a bad thing. Aside from being a beautiful episode of television, Episode 3 really pays tribute to two characters that weren’t able to be fully explored in the context of the video game. This episode delivers on exactly what I wanted from a TV adaptation of the game: backstory and added richness to characters we only briefly met before.
Let’s dive in! As always, bring your tissues.
(Warning: Spoilers ahead for The Last of Us.)
Unlike previous episodes, there is no cold open or time jump to start this one (don’t worry, there are plenty of time jumps later). They dive right back into where Joel (Pedro Pascal) and Ellie (Bella Ramsey) left off. After Tess (Anna Torv) sacrifices herself at the state house, Ellie and Joel are on foot to Bill (Nick Offerman) and Frank’s (Murray Bartlett). They have made it 10 miles west of Boston so far.
As the two set off on the rest of their journey to Bill and Frank’s, the early stages of the Ellie and Joel dynamic fans of the game know and love really comes into view. Ellie is full of childlike wonder and curiosity whereas Joel is grumpy and hesitant to care for anything or anyone new. In a world like this, who can blame him?
However, when Ellie comes across an immobilized Infected during a quick supply search, viewers also get to see a different side to her. Like a kid in a science class dissecting their first frog (ew), Ellie slices up the Infected’s head to see what is really going on in there, before viciously stabbing the beast to death with her beloved switchblade. This is your reminder that Ellie is a badass.
After the duo depart from their supply stop, Ellie asks Joel how the infection began. Finally, a theory that fans already caught wind of thanks to some well-placed clues in the series premiere is confirmed: It spread through flour. When Sarah didn’t eat any of the cookies her neighbor made, and when Joel didn’t get pancake mix, eat the biscuit, or bring home a cake for his birthday back in the first episode, they were spared from infection.
After explaining the grim origins of their now-desolate world, Joel and Ellie eventually come across an even more grim mass grave—one Joel was trying to shield Ellie from. The graves are of those from country towns and suburbs that were evacuated by FEDRA to go to a Quarantine Zone (QZ). However, little did these people know that if there wasn’t enough room in the QZ, they were mass executed. Just another example of how the cruelty of humans far outweighs the dangers of the infection. It is here that the episode’s true story begins, and that means a little time jump.
The show cuts back to Sept. 30, 2003, just four days after Outbreak Day, in the suburbs of Boston. People are being rounded up, presumably to go to a QZ, but sadly we now know their true fate. Survivalist Bill is watching all this go down CCTVs in his basement while he waits for FEDRA to leave. Bill is no amateur survivalist; he has a gun and ammo stockpile that would make Rambo jealous, an impressive talent for setting up traps, a sophisticated fencing system, and the green thumb of a seasoned gardener. Honestly, he is living his best life in post-outbreak America.
However, his world changes four years later, when a man named Frank (Bartlett) falls into one of his traps. Literally. Bill, at first skeptical and hesitant to let anyone into his world, eventually relents and invites Frank in for dinner and the cleanup. Bill has running water, so this is like a Four Seasons hotel for Frank. Bill’s walls are still coming down as the two share a meal together. But later, when Frank gets Bill to play Linda Ronstadt’s “Long Long Time” on the piano, the two truly start falling in love.
Obviously, Frank ends up staying with Bill in his town of one—now a town of two. The show skips three years ahead, and the two have built a partnership that has its ups and downs. Frank has a different worldview from Bill’s, which is very apparent from the second they meet and is often the source of their disagreements. Frank is not happy in a solitary environment, while that is the kind of environment Bill craves. When Frank invites Tess and Joel over for lunch, Bill’s patience is tested most. The friendship turns out to be quite the useful smuggling operation, at least at first.
Bill is reluctant to take their help, even when Joel tries to convince Bill that they need each other to survive, as he can get hard-to-find supplies that would keep them safe. Lo and behold, three years later, raiders come at night, and they are heavily armed. While most are taken out by Bill’s fence and traps, Bill gets shot taking out the last of the raiders. He survives and realizes that he may need those supplies that Joel talked about after all.
The episode then jumps 10 years to the present timeline (2023). Frank is ailing and in a wheelchair, and Bill, who has also aged quite a bit, is still his doting partner. In a world where you don’t often get a choice on how or when you die, Frank decides to take his death into his own hands. He wants to have the perfect final day with Bill, getting married and having a great last dinner. Then he wants Bill to crush up a bunch of pills and put them in his wine so he can die in his sleep. Bill says no, then reluctantly agrees. However, when dinner comes to an end, he changes one slight detail: He also drinks the poisoned wine, and they both go upstairs to fall asleep in each other's arms one last time.
Joel and Ellie arrive to get Bill and Frank’s help and find a note informing them of what happened and warning them not to go upstairs; they should just take the truck and anything else they need. So the two take off in Bill’s truck to go find Tommy (Gabriel Luna) in Wyoming, since Tommy is an ex-Firefly and he can probably point Joel to where to bring Ellie. Or so he hopes.
One of the greatest strengths of The Last of Us, both the show thus far and the game, are the very human stories told between all the killing of infected and battles with humans. Bill and Frank never got to have their story told in the game, however. While Bill has a pretty big role in his chapter of the game, “Bill’s Town,” Frank is only mentioned in passing. Bill is much more hardened and nihilistic in the game. He memorably says that caring about people “in this world, that sort of shit’s good for one thing: getting you killed.” And yes, he was talking about the partner he had at one time: Frank.
It’s not until you are about to leave the chapter that you find out about Frank’s fate. In the last house you enter, you find Frank hanging from the ceiling with a bunch of bite marks. Bill cuts him down, and shortly after, Joel finds a not-so-nice note left by Frank for Bill. In a game full of dark and depressing moments, this moment sticks out as especially grim.
That is why I love what showrunners Neil Druckmann and Craig Mazin did for Bill and Frank’s story with this episode. They gave them more substance, meaning, and, hell, a beautiful, enviable love story in the middle of a forsaken world. This is the kind of deep side-character work I wanted out of a Last of Us show.
Offerman and Bartlett are astonishing in this episode. It’s no surprise, given both actors’ impressive body of work, but they truly bring these characters to life with such humanity and grace. For a second, you forget you are watching a show about a worldwide fungal pandemic that turns humans into bloodthirsty monsters.
“Bill’s Town” is one of my favorite chapters in The Last of Us. I love walking through the deserted shops, watching Ellie be a hilarious but obnoxious little teen to Bill, and running through an abandoned school gymnasium trying to kill a terrifying bloater. However, I wasn’t the least bit sad that none of that happened in the show’s adaptation of this particular chapter—because we all got this gorgeous and heartfelt human story instead.
Tonight’s tears are happy ones. Next week, well, that is a different story. See ya then.
