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‘The Last of Us’ Episode 3 Ending Explained: Do Bill and Frank Die?

So far, The Last of Us has spent a lot of time introducing us to Joel (Pedro Pascal) and Ellie (Bella Ramsey). But they’re far from the only noteworthy survivors in this story. Ever since the HBO series announced that Nick Offerman would be playing Bill, fans have been desperate to see how the beloved Parks and Recreation star captured this survivalist. And true to everything he does, Offerman did not disappoint. Spoilers for The Last of Us on HBO past this point.

“Long Long Time” picks up directly after the events of “Infected.” In the wake of Tess’ (Anna Torv) death, Joel and Ellie decide to continue on in their quest to bring Ellie to the Fireflies. And that means gathering supplies from Joel’s old friends, Bill and Frank (Murray Bartlett).

In a way, Bill and Frank have already appeared in this series. At the end of “When You’re Lost in the Darkness”, Joel’s radio played an ’80s song (Depeche Mode’s “Never Let Me Down Again”). As Ellie correctly deduced, that’s the signal for danger, and the person on the other side of that signal was none other than Bill, the duo’s smuggling connection. As they hike to Bill and Frank’s town, Joel tries to hide a pile of burnt skeletons from his young companion, but it’s too late. Ellie sees the horrible proof of the first days of the outbreak. Joel is forced to tell her the truth: After the initial infection, the military rounded up people from smaller towns, claiming they would take them to quarantine zones. That was a lie. Many people were shot on sight, and most weren’t infected (yet).

Joel (Pedro Pascal) and Bill (Nick Offerman) in The Last of Us
Photo: HBO

The camera then zooms in on a blanket with rainbows, which triggers a flashback. As a woman cuddles her baby wrapped in that same blanket, soldiers force her to get into their truck, and Bill (Offerman) watches the scene from his bunker. This transition from the mass grave is more than just an interesting segue. It speaks to the care with which series co-creators Neil Druckmann and Craig Mazin approached every element of this show.

“It gives a little bit of added resonance later when we see Ellie walking around. We were with those people. We saw the genesis of it. It means something more to us,” Druckmann told Decider on the scene. “She has that luxury of being a 14-year-old kid and never knowing a world that was not like this. It’s a strange idea to describe it as a luxury, but she’s not carrying that pain and nostalgia and loss because she’s never known any of those things.”

Thus begins one of the biggest departures from The Last of Us game, as well as one of the best performances of Nick Offerman’s career. Instead of a story about a crazed survivalist, Bill’s tale becomes a love story.

Thanks to his bunker, Bill managed to avoid the military. It isn’t long before he turns Lincoln, Mass., into his own little paradise, complete with electricity and lavish meals. Bill seems happy enough to face the end of the world alone. At least that’s the case until Frank falls into one of his traps. The Last of Us answers a lot of Bill-related questions that were raised in the game. We get to see how Bill met Frank, a trespasser who eventually became his romantic partner. We see them fight, laugh, bicker, and worry about each other. We learn that Frank almost lost Bill in a raider attack gone wrong. We even see how Joel and Tess (Anna Torv) met Bill and Frank. It’s all very sweet. And you know what that means: life is about to get bleak. No one is allowed to be happy in this show.

Bill (Nick Offerman) and Frank (Murray Bartlett) in The Last of Us
Photo: HBO

How Do Bill and Frank Die in The Last of Us on HBO?

As “Long Long Time” skips through Bill and Frank’s lives, it becomes clear that Frank is terminally ill. Rather than waiting out his death, Frank decides to die on his own terms. He tells Bill he’s going to take a lethal amount of pills that night with his wine.

“I’m not gonna give you the everyday was a wonderful gift from God speech — I’ve had a lot of bad days. I’ve had bad days with you, too,” Frank says. “But I’ve had more good days with you than I’ve had with anyone else. So give me one more good day.”

After arguing for a moment, Bill relents, but not before making one small change to Frank’s plan. Bill slips a lethal dosage into his own wine. Bill and Frank die off camera in their beds, joined in death as they were in life.

Do Bill and Frank Die in The Last of Us Game?

As beautiful as Frank and Bill’s deaths are, that’s not how things played out in the original game. While it’s true that Bill and Frank were a couple, they didn’t die together. Instead, Frank left Bill after getting fed up with his partner’s refusal to leave Lincoln.

After leaving Bill behind, Joel later finds an absolutely devastating note from Frank. Presumably written after Frank became infected, the note includes such gems as “I want you to know I always hated your guts” and “Trying to leave this town will kill me. Still better than spending another day with you.” It’s the ultimate form of rejection, a man happily embracing his own death rather than spending another moment with his former lover. But instead of copying this bleak ending, The Last of Us‘ showrunners took Episode 3 as an opportunity to try understand more about Bill.

“[Bill] created a safe oasis. So for a moment, we remove the threat of these things we’ve been fearing for the first two episodes — oppression and the world ending. Here’s this little thing that is perfect and fine,” Craig Mazin told Decider. “It just became this opportunity to both tell a story of the passage of time — what happens between the outbreak and now — and also to explore the themes that are baked into The Last of Us going back to the game, which are themes about love and the different ways we love and how love can be both beautiful and dangerous and dark.”

Druckmann noted that Bill’s storyline was Mazin’s “baby.” “In some ways, it deviates quite a bit from the game. But in other ways, it’s extremely faithful to the game,” Druckmann said. “Bill comes in and saves you, and that’s how you’re connecting with him in the game, which makes for compelling gameplay and wouldn’t work as much for a show. In the game, there’s also a philosophical question of what does it mean to survive? What does it mean to survive if you don’t have anything left?”

The episode is meant to be a push and pull between Bill and Frank: Bill as someone dedicated to survival above all else, and Frank as someone who actually sees the beauty of life. “The brilliant thing that Craig did with the story is say what if eventually Bill changed in a way that he didn’t in the game? That has a lot of beauty to it because so much of the story is the contrast of ‘Here’s the wonderful things that love can lead to, and here’s sometimes the horrific loss or the horrific violence that can emerge out of love,'” Druckmann said.