The Last of Us episode 3 aired on HBO and HBO Max on Sunday, picking up with Ellie and Joel (Bella Ramsey and Pedro Pascal) as they took steps following last week's tragic loss. Their mission: get Ellie to the rebel group known as the Fireflies, due to her immunity to the fungus that's turned much of the populace into savage cannibals.

The hope is that they can replicate Ellie's resistance and restore the world. They need a car to continue their journey, so they need to stop at the home of Joel's buddy Bill (played by Parks and Recreation actor Nick Offerman) -- a character whose grumpiness and survivalist tendencies players of the incredible PlayStation game that inspired the show will remember all too well.

That won't prepare you for episode 3's heartbreaking tale. Let's dive in.

Bill the survivor

A flashback reveals how Bill managed to avoid getting dragged into a quarantine zone by the US military after the September 2003 outbreak. His paranoid anti-authoritary tendencies worked in his favor, and he hid as his neighbors were caught up in the sweep (a horrible mass grave Ellie and Joel discover in 2023 suggests they were all killed).

"Not today, you new world order jackboot fucks," he says after the soldiers fail to find his subbasement hidey-hole.

Probably for the best, since Bill had an arsenal of weaponry and seemed absolutely ready for a siege. Finding himself the town's sole remaining inhabitant, he moves decisively to fortify his location with traps and gather supplies to live a solitary life of luxury as the world outside falls apart.

That sure looked like a juicy steak too.

Love in the darkness

In 2007, Bill's way of life appears to have served him well -- he looks much the same four years after the outbreak. His lonely existence changes forever when Frank (Murray Bartlett), a survivor from the Baltimore quarantine zone, falls into a trap outside his perimeter. 

Frank turns out to be an absolutely lovely guy, managing to break down Bill's emotional walls (with a little help from Linda Ronstadt). The pair fall in love -- the transformation in Offerman's performance is stunning -- and build a life together despite their differing personalities.

They even befriend Tess and Joel over the years, having the smugglers over for a meal and agreeing to work together. Tess and Frank immediately hit it off, while the more severe Joel and Bill find a mutual respect.

In 2010, raiders assault the town -- something Joel warned Bill would happen. The fortified defenses hold up, but Bill is shot and only survives because Frank's around to patch him up.  

Jumping to 2020, we discover that Frank has suffered from major health problems over the years and has lost most of his mobility. He's confined to a wheelchair, and it's clear he's struggling to use his hands as well. It seems like he's suffering from ALS or MS, but writer Craig Mazin said they intentionally left Frank's ailment unclear on the show's official podcast. Bill is a loving caregiver, helping his partner take his pills and get around.

Tender last moments

One morning in 2023, Bill wakes up to find Frank sitting up beside him. Having accepted that there's no way to treat his ailment, he admits to having spent most of the night getting out of bed, and informs Bill that it's his "last day."

"Give me one more good day ... take me to the boutique, where I'll pick outfits for us. You'll wear what I ask, and we'll get married. And you'll cook a delicious dinner," he says, before taking his pills out of his pocket. "And you'll crush all of these up, put them in my wine. I will drink it. Then you will take me by my hand, bring me to our bed and I will fall asleep in your arms."

Bill struggles to accept Frank's decision, but ultimately agrees. Their final hours together play out in a beautiful, touching montage. I'm not crying; you're crying.

Once the wine is poured, Bill complies with Frank's deadly request. However, Bill also reveals that he'd done the same to his own wine -- sentencing himself to the same fate. Bill tenderly pushes Frank into their room and the scene fades to black.

Ultimately, Ellie and Joel arrive at the house and discover a note from Bill explaining what happened ("To whomever, but probably Joel").

"I used to hate the world and I was happy when everyone died. But I was wrong, because there was one person worth saving," it reads. "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."

He tells Joel to use his weapons and equipment to keep Tess safe, which clearly hits Joel hard. The duo take Bill's car and hit the road to find Joel's ex-Firefly brother Tommy in Wyoming (with Ronstadt's 1970 song Long Long Time kicking off their journey).

A different fate

Bill's game counterpart isn't nearly as emotional a character. He's still a skilled survivalist who's barricaded himself in his town with a wide variety of traps, but we don't get nearly as many hints about his underlying warmth.

He rescues Ellie and Joel from a swarm of infected, but immediately wishes them gone. Ellie and Joel enter an uneasy alliance with him to get the car they need to continue their journey, battling infected to reach a vehicle. 

They succeed in this mission, allowing Ellie and Joel to drive into the sunset (until things go horribly wrong again) and Bill to return to his isolation. So his fate is unclear, unlike in the show.

Bill alludes to his relationship with Frank in one of many angry comments.

"Once upon a time I had someone I cared about. It was a partner. Somebody I had to look after," he says. "And in this world that sort of shit's good for one thing: gettin' ya killed. So, you know what I did? I wisened the fuck up. And I realized it's gotta be just me."  

Bill and Frank's sexuality is never made explicit in the game, but it's suggested by a gay porn magazine Ellie discovers in his home. 

What about Frank?

We never see Frank alive in the game, since he and Bill had a falling out prior to Ellie and Joel's arrival. At the end of their journey across the town, the trio discover Frank's body hanging in the house he'd lived in.

We learn that he'd been bitten by some infected and opted to take his own life rather than turn into a shambling monster. You can also find a note containing his final words.

"Well, Bill, I doubt you'd ever find this note cause you were too scared to ever make it to this part of town. But if for some reason you did, I want you to know I hated your guts. I grew tired of this shitty town and your set-in-your-ways attitude," it reads.

"I wanted more from life than this and you could never get that. And that stupid battery you kept moaning about -- I got it. But I guess you were right. Trying to leave this town will kill me. Still better than spending another day with you. Good Luck, Frank."

Ouch. Bill isn't too happy to read this, so he flings it away. In the PS5 remake, you get the "In Memorium" trophy if you pick up the crumbled note (in the show, Joel crumbles up Bill's note and tosses it aside).

Prior to reaching Bill's town, you can find a smuggler's note about Frank. It reveals that he'd planned to quietly move into the Boston quarantine zone after trading with the smuggler, but never made it. In the show, when Bill finds him in the trap, Frank says he was on his way to Boston.

Episode 4 of The Last of Us hits HBO Max next Sunday, Feb. 5.

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