Warning: This post contains spoilers for episode 3 of The Last of Us and for the video game
The third episode of The Last Of Us switches up the showās perspective and tone. We leave our two protagonists, Ellie and Joel, and spend time instead with a survivalist named Bill, played by Nick Offerman. When the infection is first discovered in 2003, Bill hides out in his home in the suburbs of Boston while everyone else evacuates the town. He then creates his own Eden, which he protects by setting traps throughout his abandoned town to take down zombies and scavengers.
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He spends years alone until a man named Frank (Murray Bartlett) stumbles into one of his traps. Bill cautiously rescues Frank and the two slowly bond over wine, music, and the company of another human being. Eventually, they fall in love and develop a tender relationship. Frank befriends Joelās partner Tess via radio communication, and soon Bill and Frank are on double dates with Joel and Tess, to the chagrin of Joel and Bill, both of whom would prefer to keep their inner circles small. Two decades later, when Frank gets sick, he decides to end his life. On his last day, the two men get married, and Bill informs Frank that he intends to die too. By the time Ellie and Joel make their way to Billās guarded town, both men have already passed in their sleep.
Itās an Emmy-worthy moment from the hit HBO seriesābut also the biggest diversion from the source material so far. In the video game upon which the show is based, Joel and Ellie encounter a still-alive Bill who believes heās been abandoned by Frank. Their romantic relationship is only alluded to through clues in the game but never shown or spoken outright.
Read more: HBOās The Last of Us Adaptation Is Astonishingly Well MadeāBut Somethingās Missing

Liane Hentscher/HBOOfferman plays a survivalist, Bill, who tentatively lets in an outsider
Showrunners Craig Mazin and Neil Druckmann, the latter of whom also created the game, saw Bill and Frankās story as a moment to switch up the tone of the show and give two minor characters in the game a much more fleshed-out (and happier) backstory.
āI thought we had an opportunity there to give the audience a bit of a break,ā Mazin says. āEpisode 1 and Episode 2, thereās a lot of holding your breath. Thereās a lot of tension, a lot of sadness and tragedy and violence. And now maybe thereās a chance to take a little bit of a breath.ā
Chronicling Billās story from the beginning of the pandemic, rather than introducing him 20 years in, also allowed the show to expand its scope. Whereas the game sticks closely to Joel and Ellieās perspectives, the show is more interested in the global impact of the zombie apocalypse. Weāve already seen an interview with a scientist predicting that a fungal infection will end the world and spent time with a professor of mycology in Jakarta who discovers the outbreak early and warns the government that they need to drop a bomb on the city to contain it.
Read more: How HBOās The Last of Us Tries to Capture the Video Gameās Complex Morality
Billās story gives a brief glimpse into the initial evacuations conducted by FEDRA (a stand-in for FEMA) and throughout the U.S. to get a sense of how cities like Boston became safe zones while much of the American landscape was abandoned to the infected. It also shows how even uninfected people were sacrificed during a triage approach to fighting the infection. āWith Bill, we were able to explore the passage of time,ā says Mazin. āOne of the things we didnāt really see in the game was, OK, what was it like five days afterwards? Three years afterwards? Five years afterwards?ā
The brief allusions to Bill and Frankās love story in the game are much more grim than the version we get in the TV series. In the game, Joel cashes in on a favor Bill owes him by asking Bill to help him rig up a working car. Bill begrudgingly sets to work looking for parts throughout his abandoned town. Eventually, Bill, Joel, and Ellie discover Frankās body. It turns out that Frank became infected and hanged himself before he could turn into a monster. Frank leaves a suicide note for Bill in which he excoriates the survivalist and expresses hatred towards him, suggesting their romantic relationship ended badly.
Throughout the encounter, Bill bickers with Joel and Ellie. He warns Joel that caring for someone will only get him killed. āBill and Joel are a lot alike,ā says Mazin. āItās why they donāt like each other when they meet. Theyāre both protectors who are interested in keeping other people alive through violence if they must. And theyāre also people who through woundsāvery different kinds of woundsāhave shut the rest of the world out.ā

Liane Hentscher/HBOMurray Bartlett as Frank in āThe Last of Usā
He continues, āWeāve externalized this completely with Bill. Heās completely shut the world out with an electrified fence and traps. But then, no matter what you do, no matter how many walls you build around your heart, someone is going to sneak through, then the question is what happens when that person sneaks through, what lessons do you learn from them, and how do they make your life better?ā
In the show, Mazin and Druckmann revise the love story, allowing Bill and Frank not only to fall deeply in love with one another but to find decades of happiness together. āI wanted to show thereās this other form of love thatās the product of time and commitment,ā says Mazin. āIāve been married for 27 years, and I may not be a gay man, but I am a middle-aged man in a long relationship. And I know that thereās a certain different kind of love that happens that you canāt get early on. It doesnāt flood you with endorphins and dopamine. Itās different. And itās just as important because two peopleās lives intertwine in a way that is inextricable, and I think beautiful.ā
Eventually after Frank becomes ill, they choose to die together because Bill does not want to live without the love of his life. Mazin argues that Frank and Billās melancholy but beautiful ending serves an important purpose for the story going forward.
āOne of my goals was to show that there was a way to win. I mean, it ends sadly, but itās a happy ending as far as Iām concerned. They had a great life together,ā says Mazin. āAnd if we know emotional success can still happen in this world, if it can go well, we can worry a little bit more as Joel and Ellie move through this story because if thereās no chance it goes well, then no one cares much. But if there is, thatās what the story is about.ā
If you or someone you know may be contemplating suicide, call the National Suicide Prevention Lifeline at 1-800-273-8255 or text HOME to 741741 to reach the Crisis Text Line. In emergencies, call 911, or seek care from a local hospital or mental health provider.
