How "The Last of Us" Changed Bill and Frank's Story to Make Its Best Episode Yet

The third episode of HBO's "The Last of Us" is a major departure from what came before it. That's because Ellie (Bella Ramsey) and Joel (Pedro Pascal) only appear at the beginning and the end of the episode. Most of the episode concerns Bill (Nick Offerman) and Frank ("The White Lotus"'s Murray Bartlett) and their relationship throughout the pandemic caused by the fungus that changed everything in the world. The series shows us much, much more than the video game the show is based on did, and it expands their lives considerably — and changes their ending. Ahead, we're breaking down what happens to them in the show, the changes the series made to their plot, and why it's all the more devastating for Joel and Ellie.

Bill and Frank in "The Last of Us" Show

At the beginning of the episode, Ellie and Joel are traveling on foot to where Bill and Frank live in Lincoln, MA. There, they can get supplies and maybe even a car with Bill's help so they can keep going west and try to find Joel's brother, Tommy (Gabriel Luna). Joel explains that when the outbreak began, the military herded up people in small towns to bring them to quarantine zones. But if they found out there wasn't enough room for the new people, the military killed them instead.

The show then switched to a flashback and shows Bill back when the outbreak first started. He watches as the military rounds up the rest of his village's residents, but since he's a prepper with his own stockpile of supplies, including a generator, he hides until they're gone. Then, he raids the town for even more supplies and spends a long time all alone, shoring up his defenses. He builds sophisticated traps to keep both the infected and human scavengers out. He's all alone, and his house and town both fall into disrepair around him. But he's alive.

Four years later, a man set off one of his alarms and falls into a ditch he dug. That man is Frank, and he's not infected; he's just trying to make it from Baltimore to Boston. He asks Bill if he could just have a meal before heading out. They argue, but eventually Bill agrees and even lets Frank shower. Frank is in awe of Bill's house, even though it's covered in dust. After they eat lunch, Frank finds Bill's piano, which he says belonged to his mother. Frank searched the sheet music and finds a collection of Linda Ronstadt songs. He starts playing "Long Long Time," but he plays a little too fast and isn't a good singer. Bill takes over and plays it slowly. Frank asks what girl Bill is singing about, and Bill admits there is no girl. "I know," Frank replies, and they kiss, both of them shaking and teary. Bill finally tells Frank his name.

Frank waits in bed while Bill showers. Once they're in bed, Bill admits that he's only ever slept with one woman before. Frank says that he's not "a whore" so he'll be staying a couple days so he doesn't feel like he traded sex for lunch.

The show jumps three years into the future, and they're fully together. Frank slowly uses Bill's supplies to improve the town, which Bill thinks is a waste of time. Frank says if you love something, you take care of it. Frank is also an artist, and soon their house is covered in drawings and paintings he's done of Bill. Then Frank reveals that he's been playing around on the radio, and he found a nice woman whom he wants to invite to visit. Bill is furious, but Frank wins. The woman is Tess (Anna Torv), and she brings Joel with her, a situation neither Joel nor Bill is happy about it. They agree to help each other with smuggling but also with friendship.

One night raiders attack the town and set off Bill's alarms. Trying to defend them, Bill is shot and Frank carries him back inside. Ultimately, they're safe, and Frank nurses Bill back to health.

The show cuts to 10 years later. Frank is sick and uses a wheelchair, and Bill takes care of him. He decides he wants to have one last great day with Bill and then for Bill to put painkillers in his wine so he can die in his sleep. Reluctantly, Bill agrees. But once they both drink their wine, Bill reveals he put pain killers in both their wines so they'll go out together. They go to bed together and die in their sleep.

In the present, Joel is happy to have reached Lincoln with Ellie, but realizes quickly thanks to the rundown nature of the town that something very wrong has happened. Bill and Frank's house is falling apart, and their last dinner has gotten moldy on the table. Ellie is clearly amazed by their house though, and Joel tells her to stay in the living room while he investigates.

Ellie finds a letter Bill wrote, addressed "To whomever but probably Joel." It includes the key to his car. Ellie reads the letter to him, which asks them to not go into the bedroom where the bodies are. Bill guesses that Joel found the letter, since no one else could have gotten past all his traps and protections. "Take anything you need," he writes.

"Anyway, I never liked you, but still, it's like we're friends. Almost," the letter continues. "And I respect you. So I'm going to tell you something because you're probably the only person who'll understand."

"I used to hate the world, and I was happy when everyone died," Bill writes. "But I was wrong. Because there was one person worth saving. That's what I did. I saved him, and I protected him. That's why men like you and me are here. We have a job to do."

Ellie continues to reading, "And God help any motherf*ckers who stand in our way. I leave you all of my weapons and equipment. Use them to keep . . ." Ellie pauses. Joel takes the letter from her and reads Tess's name. Bill takes the letter and sadly reads it outside the house before crumbling it up.

How Bill and Frank Are Different From "The Last of Us" Video Game

Bill and Frank's storyline is by far the biggest change to the plot of "The Last of Us" the TV show has made so far. In the game, when Joel and Ellie get to Lincoln, Bill is still alive. Bill is a lonesome, surly, and paranoid survivor who hesitantly agrees to help Joel and Ellie get a working car to continue their journey west because he owes Joel a favor. His town is also overrun with zombies, and they have to fight them off to get all the supplies they need.

Bill constantly warns Joel about the dangers of getting close to people. "Once upon a time, I had someone I cared about. It was a partner," he says. "Somebody I had to look after. And in this world, that sort of sh*t's good for one thing: gettin' ya killed. So, you know what I did? I wisened the f*ck up. And I realized it's gotta be just me."

Near the end of their quest, they find the body of someone who died by suicide in an abandoned house. Bill reveals this was his partner, Frank. Frank wrote in a note that he got sick and tired of Bill and tried to leave, but gave up instead. "Trying to leave this town will kill me. Still better than spending another day with you," he writes. Joel and Ellie eventually get a car and leave.

Why Did "The Last of Us" Change Bill and Frank's Story?

Frank and Bill's storyline in the television show has a completely different meaning than the one in the game. In the game, the storyline focuses on how hard it is to live with other people and the way that relationships are so fragile in the midst of the apocalypse. It's a very cynical look at love, affection, and partnership. But Bill and Frank think they would have been better off alone. It reinforces Joel's own fears about conveying Ellie west and getting too close to her.

But the TV show's storyline is about how that cynical view of humanity — even during an apocalypse — is wrong. Bill and Frank made a beautiful life together, carved out amidst so much pain and chaos. They changed each other's lives.

Their relationship, and Bill's change of heart then, has deep effects on Joel. It reminds him of the people he's lost — Sarah (Nico Parker), Tess, and his brother, Tommy — and how he failed to protect them. And it brings into sharp relief the problem of Ellie. Should he chance growing close to her, two people who've lost literally everything and can only depend on each other? Or should he stay away from her, lest he fail at protecting her, too, and it just leaves him in pain and alone once again? Joel and Ellie will both struggle with their loss and trauma as the series continues.

What Is the Significance of Linda Ronstadt's "Long Long Time" in "The Last of Us?"

"Long Long Time" by Linda Ronstadt is not just the song Bill and Frank play on piano together; it's also the song that Ellie plays in the car as she and Joel leave town. Ellie has no idea who Ronstadt is, of course, and Joel says it's fine to play it. He seems affected by the song's lyrics. "Long Long Time" is how Bill and Frank first connect. It cuts through their deep loneliness to their emotional core.

The song is about loneliness in the face of enduring love. For Joel, it's a warning and a requiem. "And I think I'm gonna love you / For a long, long time," Ronstadt sings. His love for his daughter and for Tess will never go away, and it's a gift and a curse both. To let himself care for Ellie would ease some of his pain, but at what cost?

Did Offerman and Bartlett Really Play the Piano in "The Last of Us"?

Offerman is very musical and grew up playing piano and saxophone (as his "Parks and Recreation" character, Ron Swanson, showed off a few times). In the 2018 film "Hearts Beat Loud," his character played guitar, bass, and drums.

Bartlett, meanwhile, hasn't talked about piano-playing skills before, but there is a hint that he might have learned just for this role. In a September 2021 interview with The Guardian, he told the reporter that he'd had an anxiety dream about producers critiquing his piano-playing skills. If we read between the lines, those producers haunting his dreams might have been "The Last of Us" producers. At the very least, he certainly tried to play piano for the role.