Episode three has had its largest departure from the video game to date, and it has put viewers through the emotional hurt locker. Let’s not waste time and discuss the highly anticipated episode, featuring Nick Offerman as the paranoid survivalist from Lincoln, MA in HBO’s The Last of Us, which has already been renewed for a second season.
**MAJOR SPOILERS ahead**
SYNOPSIS
The episode opens with Joel (Pedro Pascal) cooling his injured hand. Him and Ellie (Bella Ramsey) and in the woods, ten miles from the Boston QZ. The loss of Tess still visibly weighs on both characters as they continue their trek to Bill and Frank’s. On the way, Joel swings by an abandoned gas station where he had stashed supplies.
While Joel tries to locate his stash, Ellie ventures off and finds a cellar. She sneaks down and encounters an Infected. Its body is crushed by rubble, but it’s still alive and snarls at her. Intrigued, Ellie pulls out her knife and cuts its forehead, revealing nothing but a white mesh of fungi. Then, she stabs its skull and kills it.
By the time Joel notices she is gone, Ellie returns, waving a box of tampons she found. After some banter, they continue their arduous journey into the quiet world. During this scene, we now get that final piece to the pandemic puzzle. Joel explained that the evolved Cordyceps infection hit all at once likely due to contamination of the food supply–via grain products like…pancake mix. Once the contaminated items shipped worldwide, millions consumed it within the same time frame, causing the world to change literally overnight.
After a little while longer, Joel wishes to take a detour to spare Ellie a gruesome site, but Ellie presses forward. She discovers a bone yard. The ugly truth, according to Joel, was that the military executed civilians if the Quarantine Zones were at capacity. Ellie asks why kill them if they weren’t sick? Joel replies, stone-faced:
Dead people can’t be infected.
-Joel, The Last of Us
The bone-chilling scene pans out to a pair of skulls and colorful fabric fluttering in the wind before jumping back in time to the mother and baby who wore them. It is September 30th, 2003, and a Massachusetts neighborhood is undergoing evacuation.

The military exes out each door as they sweep the streets; however, they miss one man…A man who is watching them through his several surveillance cameras. We meet Bill (Nick Offerman), whose cameras, firearms, and other survivalist gear tell us he has been preparing for some sort of disaster his whole lifetime. And yet, after his neighborhood is vacated, he seems to enjoy isolation.
A montage shows us how Bill sets up his new lifestyle. He gathers all the necessary resources and makes a comfortable living from his secure compound. Bills feasts on meat from a hunt and carrots from a garden. Occasionally, an alarm will beep, and Bill watches Infected trip over one of his traps and gets blown to bits.
Life goes on for Bill for four years until someone sets off a trap…and it’s not an Infected. Bill meets Frank (Murray Barlett), a man that traveled from the now nonexistant Baltimore QZ with ten other people. He is the last one of his group. Bill refuses to let his guard down as he tests Frank for the infection and tells him to leave. And yet, Frank is able to convince him to share a meal.

Bill serves a meal straight from a five-star restaurant, pairing wine to boot. Frank is astonished by the food, and also a piano in Bill’s house. After the meal, Frank and Bill take turns playing the piano, and the two grow closer–close enough where Frank wishes to stay a few more days. It’s truly a touching scene that words cannot describe. Bill is filled with intrigue and nervousness, and he becomes intimate for the first time with a man. Frank endearingly says, “I’m gunna start with the simple things.”
Days turn into years, and like with most relationships, things are less rosy as time passes. The next scene takes place three years after meeting, and Frank storms out of the house. He asked for some paint and gas for the lawnmower. Frank desires to take care of the house and neighborhood–to make a house more like a home, and Bill takes issue with anything that doesn’t jive with his “resource management”.
Paying attention to things…that’s how we show love.
-Frank, The Last of Us
In this argument, we learn that Frank has been communicating with a woman on the radio, much to Bill’s chagrin. This leads to a brief and funny scene where Bill and Frank have an outdoor dinner with Joel and Tess (Anna Torv). Frank networks with Tess while Joel and Bill (who has a gun pointed at him on the table) stare daggers at one another. Joel says they can work together since he may have things int he QZ that they don’t, but Bill stubbornly replies that they are self-sufficient. While Frank and Tess discuss codes to use over the radio, Joel warns about threats beyond the Infected, like Raiders.

We jump ahead another three years. In a touching scene, Frank surprises Bill with a bed of strawberries. He had traded one of Bill’s guns for seeds from Joel and Tess. At first, Bill hesitates, but after tasting the strawberries together, the two laugh with child-like joy.
Rain pours overnight, and the tone shifts dramatically as Raiders finally make their way to Bill’s compound. They set off his traps–several are electrocuted or burned. Frank races toward Bill who is also fending off the Raiders with his rifle, but Bill is shot in the process. Although they won the battle against the Raiders that night, Frank races to save Bill from his wound. During this time, Bill wants Frank to contact Joel because he knows Joel would take care of Frank.

We finally reach current day, and Frank asks Bill to take him inside. After all these years, the two have been able to grow old together; however, Frank is terminally ill and confined to a wheelchair. He struggles to take his medicine and to get into bed. The next morning, Bill wakes up to find Frank in his wheelchair. Frank firmly states that this would be his last day.
Frank wants to go to the boutique, wear nice clothes, get married, eat a delicious dinner, then drink wine mixed with crushed up medication. Frank softly explains that he would then fall asleep in Bills arms. Bill begins to lose his cool demeanor; however, Frank asks if he loved him. Bill tearfully says yes.
Then love me the way I want you to.
-Frank, The Last of Us
Orchestral music plays as Bill does what Frank asks of him. They go to that boutique. They get dressed. They exchange rings and vows. Bills serves a gorgeous dinner.
In the end, Bill also chose to take the crushed medication, and the two go to the bedroom together to fall asleep.
I’m old. I’m satisfied. And you were my purpose.
-Bill, The Last of Us
That was Bill and Frank’s story, and when Joel and Ellie arrive, they have passed on–locking the door to the bedroom. Bill leaves behind a letter, relinquishing any belongings to Joel, including a key. The two freshen up, and Ellie finds a gun. She tucks it away in her bag, and does not tell Joel.
After Joel sets very firm rules with Ellie, the two start the car and drive out west. Somewhere in Wyoming is Joel’s brother Tommy. Tommy was a former Firefly, and perhaps he would be the key to get Ellie to the doctors as Marlene intended.
ANALYSIS
As mentioned at the top of this article, this has been the greatest departure from the video game. Neil Druckmann confirms this in the post-episode discussion on HBO Max. He sheds light on their process of determining when to deviate from the game, and states that if the change is of the same or lesser quality, then they stick with the story from the game. If they find a means of story telling that is superior, then they will deviate.
While I had hoped for some action with Joel battling a Bloater alongside Bill, I found this story of Bill’s life with Frank to be more impactful.
In The Last of Us Part One game, Bill lives alone. He is still the same paranoid survivalist; however, Frank had left him. While leaving, Frank was bitten and chose to hang himself. Frank had written Bill a letter expression his resentment of their relationship. Playing as Joel, you fight the Infected with Bill to obtain a car battery because Bill owed Joel a favor.
In the show, there is no favor, and we completely focus on the relationship with Frank and Bill from beginning to end. It’s also a “slice of life”, post-apocalypse. What made this deviation successful was the powerful message it sent about finding a purpose in the world. Before Frank, Bill was a loner and hated people. With Frank, he found something to live for, and love showed him the beauty of life despite all the horrible things that happened.
Their relationship was well written and well acted. They are a same-sex couple, and I appreciated that they were written out just like any other couple, meaning, love is love, and the only differences we saw were based on their individual personalities, not their sex. That is how all couples should be portrayed, and because it this, it felt authentic. It felt beautiful.

Bill’s heartfelt and slightly humorous letter to Joel tied their stories together.
I used to hate the world, and I was happy when everybody died. But I was wrong because there was one person worth saving. That’s what I did. I saved him. Then I protected him. That’s why men like you and me are here. We have a job to do, and God help any motherfuckers who stand in our way.
-A letter from Bill, The Last of Us
Unfortunately, Bill meant Joel protecting Tess. This was yet another reminder to Joel that he had failed. Failed to protect his daughter. Failed to protect Tess. In order to move forward, we see Joel set ground rules for Ellie–which were lines takes straight from the game. Ellie must not mention Tess, don’t tell anyone about her “condition”, and do what he says when he says it.
We see more nods to the game, like when Ellie showers and changes into new clothes. She’s wearing the shirt from the game. Also, we hear music from the game’s soundtrack when Joel was originally looking for Bill and Frank.
This episode reinforces the theme of The Last of Us, one that goes beyond any typical zombie horror show or movie. It is about love, purpose, and doing whatever it takes to protect the ones you love. Of course, Joel and Ellie’s road ahead won’t be easy with Infected and humans that are worse monsters than the Infected themselves.
Verdict
Despite the lack of action, episode three had the most powerful, gut-wrenching story telling thus far. Nick Offerman and Murray Barlett were able to portray the ups and downs of a relationship in a strange world-setting. We see the beautiful, and we see the ugly. This also proves HBO’s ability to handle adaptations with the respect and care they deserve.
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