The Last Of Us season 1 episode 3 continues Joel and Ellie’s story, while also giving fans a look into the lives of Bill and Frank, that differs slightly from the game.
The Last Of Us season 1 episode 3 catches up with Ellie and Joel and their journey to get her to the fireflies, but it also gives video game fans a look at the lives of Bill and Frank. That said, they do change up their story a little bit, would could cause some debate on which way is done better.
The Last Of Us season 1 episode 3 clocks in at 76 minutes, making it one of the longer ones of the season. Here is our recap and review, so keep in mind, there will be The Last Of Us season 1 episode 3 spoilers.
Warning: Spoilers for The Last Of Us Season 1 Episode 3 Ahead
The episode starts out at a river, 10 miles west of Boston. Ellie brings up the way that Tess died and tells Joel that he better not blame her for it. As they are continuing on, they come across a Cumberland Farms gas station. Inside is an arcade game, which excited Ellie. Of course there is no power so it doesn’t work, but she mentions she had a friend once that knew everything about this game. In the video game, there is a similar exchange to this, and those that played it will also know exactly who she is talking about.
Joel mentions that he has a stash inside of the gas station, and while he is trying to remember exactly where it is hidden, Ellie starts to explore. He tells her that things have already been picked through, but she decides to look anyways. She finds a hidden door in the back room and drops down. Here she finds tampons — a sweet score for a girl her age. However, there is an infected trapped down there.
As he stares at her, she becomes curious. Ellie takes her pocket knife and cuts his head open, slowly, to reveal the fungi. She then stabs and kills him.
The two leave, and on their journey they see an airplane crash site which gets them talking about flying. Ellie asks Joel if he ever flew in a plane and when he says yes, she says he is very lucky to have gone in the sky. He jokes that it sure didn’t feel like it then.
An Explanation Of The Breakout
In the previous episode viewers got to see the start of the breakout, but in The Last Of Us season 1 episode 3, we get more of an explanation as to how it all started. Ellie asks Joel who bit the first person, and he says no one knows for sure, but there are theories.
The assumption is that the fungi mutated and got into a flour or sugar supply. This means it was used to make food that was sold all over the world. The more people ate, the more it started infecting people. On Sept 26, 2003, the infected people turned violent, and that was the start of it all.
As they walk down the road, Joel stops and says they should go a different way so that Ellie doesn’t see something she shouldn’t. Ellie presses on because she rarely even listens to Joel — but then she sees something that stops her dead in her tracks. A collection of skeleton, debris, and luggage. Joel explains that when it all started soldiers evacuated small towns. If there was no room in the quarantine zones, they would kill them. Why? He explains “Dead people can’t be infected”.
Bill & Frank
The Last Of Us season 1 episode 3 then flashes back to September 30, 2003, a week after the outbreak. This is when fans get to see Nick Offerman as Bill. He is in front of computer screens with a ton of guns and supplies — exactly what game players would expect to see. He leaves his house with a gun but sees everyone is gone and he’s happy about it.
There is then a montage of him setting up his little town, which he has all to himself. He gets a boat, and a bunch of supplies at home depot, and barrels of gas. Bill sets up a generator and puts traps around his property — which spans nearly the entire town.
Four years later, his defenses have grown. There is a fence around the town and many security cameras. We see that a man has triggered one of his traps and is stuck in a pit. Bill is cautious at first, but ends up helping him out. The man is named Frank and she says he is hungry. Bill reluctantly lets Frank in his home and gives him a shower, a meal, and a set of clean clothes.
They form a quick bond and then Frank notices a piano. He sits down to play and sing, to which Bill is not a fan of. He tells him to stop and then he plays and sings. Frank is moved to tears by this performance and then he kisses Bill, who kisses him back. He tells Bill to take a shower and is waiting in his bed. Bill is clearly nervous, and says he’s never done it before (just with a girl a long time ago). Frank says if they have sex, he’s gonna stay for a while because he is not a whore. The two kiss quite a bit and Frank goes down on Bill.
Another flash forward, this time it is 3 years later and Bill and Frank are fighting. Frank wants some paint and a lawnmower because he wants to fix up some of the town so it looks better. He admits he has been talking to someone on the radio and wants to invite them over. It turns out it is Tess and Joel. The four of them have a lovely meal with vegetables, meat, and wine. Frank and Bill’s home consists of farms, and they are really living quite the life.
Tess and Frank go inside, leaving Joel and Bill to talk. Joel explains that the quarantine zone has things they might need too, and that they can help each other out. He says they are decent people, but the next people on the radio might not be. Bill doesn’t want to make a deal but we see three years later, in 2013, that things had worked out.
Frank has something to show Bill and it turns out it’s a strawberry patch. Frank says he traded with Tess and Joel for some seeds while Bill was gone. Bill explains that he was never afraid before Frank showed up, and the two kiss.
That night, raiders come. Frank gets a gun and goes outside only to find that Bill is already outside shooting. During the battle, Bill gets shot. He tells Frank to call Joel, that he will take care of him. He says he left notes in case something like this happened. Frank is visibly upset and does what he can to help Bill.
One more flash forward to the present time — 2023. It is 10 years later and we see someone in a wheelchair. It isn’t until the camera pans closer that we realize it is Frank and not Bill. He clearly has some health issues but is plugging along with life as best as he can. He is painting, which seems to make him at least a little bit happy.
At dinner he takes some medication before Bill carries him to bed and the two kiss goodnight. During the night Frank pulls himself into his chair. When Bill wakes and sees this he is a little upset, but it is about to get a lot worse. Frank tells Bill that he has made up his mind, and this is going to be his last day, so he wants it to be a good one. When Bill tries to convince him otherwise, Frank says there wasn’t anything to cure this before the outbreak either, so there is no real hope. We are never told what the disease he is dealing with is.
Frank has a whole day planned. He says they will pick out outfits at the boutique, get married, have a delicious dinner, and then he will kill himself. He wants Bill to put crushed pills in his wine, carry him to bed, and allow him to fall asleep in his arms.
Over the next few minutes of The Last Of Us season 1 episode 3, viewers see them do all of these things. It is extremely emotional from the very start, knowing what is coming. When Bill brings out the wine, and dumps the crushed pills in Frank’s glass. He drinks it quickly. Bill then drinks his wine just as fast and it becomes clear that he put pills in the bottle before coming to the table — intending to kill himself as well. Frank admits he should be mad, but it was incredibly romantic of Bill to do that.
Ellie and Joel Arrive At Bill’s
We know that the show has been taking place in the same year so far, but we do not know the exact timeline of Joel and Ellie arriving to Bill and Frank’s just yet. Joel immediately knows something is wrong because the flowers have not been taken care of, and he knows how Frank likes to keep up appearances. It should be mentioned that Joel knew the code to get into the fence.
Joel is looking for the two and tells Ellie to stay put. In their house we see some food left on the table that is covered with flies, so it has been a little bit, at least. Then they find a letter that was left to “Whoever, but probably Joel.” Ellie reads it out loud to Joel. It is from Bill and was written on August 29, 2023. Bill tells Joel to take whatever he needs. The letter says that Bill never liked him, but they were friends.
It goes on to explain that Bill used to hate the world and he was happy when everyone died. But there was one person worth saving, and that is why men like them are there. They have a job to do. He says to take his weapons to keep Tess safe (awww).
Joel tells Ellie that they have to go to Wyoming to find Tommy. He knows that Tommy will be able to guide them to the fireflies. He sets some rules and they take what they can from Bill’s bunker. Ellie finds a gun and puts it in her backpack, since Joel will not let her have one.
They find a truck in the garage and it is clearly Ellie’s first time in a car. She is touching everything and says it is like a spaceship. When the truck turns on, it is playing that same some that both Frank and Bill sang the day they met. As Joel and Ellie drive away the camera zooms out to Bill and Frank’s bedroom window, their final resting place.
The Last Of Us Differences From Video Game — Bill and Frank
This is the first time there seem to be some major changes from The Last Of Us video game to the series. In this series, Bill is very much alive. He and Joel work together in a trading capacity, which is similar, and Bill loves to set traps, which is also the same. However, the details surrounding Frank’s death, and the relationship between the two, is where the differences lie.
When he is with Bill, on the hunt for a truck battery, Joel notices that there is a hanged corpse in a room they are passing through. Joel asks if Bill knows the man and he says he does. It is the body of Frank, Bill’s former partner. He had hung himself after becoming infected, not wanting to turn into a monster. Joel finds a suicide note near Frank’s body, in which Frank tells Bill that he hated his guts. He throws the note away after reading it.
Bill is never seen again, but he is mentioned in The Last Of Us Part II briefly.
The relationship between Frank and Bill that is showcased in The Last Of Us season 1 episode 3 is much more heartwarming. It tells a lovely story about finding love even during the end of the world. Hardcore fans might not like the changes, but it fits the story better and dedicating the majority of an episode to tell it was the right move.
Overall Thoughts
The Last Of Us season 1 episode 3 takes the time to tell a side story, that is important to the overall picture. This is where viewers get to learn about Bill and Frank, who ultimately help Joel and Ellie out quite a bit since they get a truck and supplies. Things are changed a little bit here, but it works best for a series, we think.
This episode is a bit of an emotional roller coaster and while we would have liked more of Bill, the way things play out makes sense. The focus really should be on Joel and Ellie, so spending part of one episode to tell Bill and Frank’s story and then move on works.
Rating: 5 out of 5
NEXT: The Last Of Us Season 1 Episode 2 Recap and Review
About The Last Of Us
THE LAST OF US story takes place twenty years after modern civilization has been destroyed. Joel, a hardened survivor, is hired to smuggle Ellie, a 14-year-old girl, out of an oppressive quarantine zone. What starts as a small job soon becomes a brutal, heartbreaking journey, as they both must traverse the U.S. and depend on each other for survival.
The Last Of Us season 1 episode 3 is now streaming on HBO Max.

Tessa Smith is a Rotten Tomatoes Tomatometer-approved Film and TV Critic. On Camera personality and TV / Film Critic with 10+ years of experience in video editing, writing, editing, moderating, and hosting.






