THE LAST OF US Episode 3 Veers Drastically From the Game, and It’s the Best

In the first two weeks of HBO’s adaptation of The Last of Us, save a few deviations, the show has stayed pretty close to the game’s story and events. The narrative and characters are the game’s strongest elements, so why mess with perfection? I had more or less assumed we’d continue to see closely hewn adaptations of events from the game, but the show’s third episode shook things up in a major way. While it depicts characters game fans will know, it does it a wholly new and frankly much more effective way. As tremendous as the show’s pilot was, I think episode 3 might be the show’s early masterpiece.

In the third episode, we meet Bill, played by Nick Offerman. Just like in the game (in which W. Earl Brown plays the character), Bill is an ornery survivalist who has used his doomsday prepper skills to the fullest in the apocalypse. When Joel and Ellie encounter Bill in the game, he’s supremely untrusting of anyone, especially Ellie, whom he sees as a liability. The player-controlled Joel needs Bill’s help in the heavily overrun town of Lincoln to get a car to take Ellie west. Bill has created a fortress for himself and set many traps for infected and uninfected scavengers alike.

We also learn in the game that Bill had a partner, Frank, whom he worked with for 20 years. Together they stayed alive and fortified the town. Some time prior to the events of the game, Frank—growing tired of Bill’s bullcrap—leaves Bill, stealing supplies and a car battery in the process. This leads to Bill giving Joel the advice to leave Ellie behind.

He says:

Once upon a time, I had somebody that I cared about. It was a partner. Somebody I had to look after. And in this world, that sort of shit’s good for one thing: gettin’ you killed.

– Bill in The Last of Us game

As the game progresses, and Joel searches the many neighborhood homes in Lincoln, he eventually finds Frank, long dead, hanging in house. A nearby note for Bill explains that the cordyceps got Frank and he decided to end his own life rather than succumb to the fungal effects. The note also takes the opportunity to say how much he hates Bill’s guts. As per usual for the game, it’s bleak as hell. The player can decide whether or not to give Bill the letter, but even if you don’t, it’s a sad end for a character we now know is never going to see his friend again.

The first time we see Bill in the episode, he has already fortified Lincoln and spends his days laughing at infected who walk into his traps, gathering supplies, and making himself fancy meals. It’s a peek into Bill’s solo existence the game never shares. However, what we’re seeing is not Bill right before Ellie and Joel go to him; it’s Bill before he meets Frank.

Frank (Murray Bartlett) has fallen into one of Bill’s traps and, after making completely certain Frank isn’t infected, Bill helps him out. He gives him access to a shower, and food, and clothes, and we start to see a mutual attraction form. Bill isn’t just a gruff outdoorsman with a penchant for fine wine, he’s a sensitive art lover and pianist. Frank and Bill spend the night together, and Frank says the next day he’s not a one-night-stand kind of guy. He’ll stay for three days before leaving.

Cut to, three years later. Frank and Bill are a full-blown couple. The game only barely hints at this kind of relationship, but here, it’s front and center. But Bill is still an ornery cuss who distrusts everyone. When he learns Frank has communicated with outsiders, he gets his hackles up. He’s even more annoyed when Frank has invited them for dinner. And yes, it’s Joel and Tess, and yes, they set up a trading network, but Frank just wanted some friends, whereas Bill wants no one else but Frank in his life.

The dinner scene between the four of them is hilarious. Bill retains game-Bill’s unlikability when it comes to people he doesn’t trust, but we get more of an idea why. He’s worried about losing what he has, losing Frank and his contented way of life. We get the sense that it’s fear more than aggression that drives him.

Then the episode does something I truly was not expecting: it shows us the entirety of Bill and Frank’s relationship. Frank doesn’t leave like he does in the game, he’s in it for the long haul. We see Bill suffer a gunshot after a raid from outsiders, and as Frank tries to bandage him up, Bill explains that Frank is on his own. But he doesn’t die! We then skip even further to Frank sick and in a wheelchair. The pair are now visibly older, greying and wrinkled. Frank has suffered from some disease and reached the end.

Frank requests that Bill help him end his own life, to end his suffering peacefully. Bill decides without Frank, he has no reason to go on alone, and chooses to do the same. It’s a scene most people in the audience will watch through tears.

When Joel and Ellie arrive at Bill and Frank’s house, the couple are already dead, and Bill has left Joel a letter. It says:

To whomever but probably Joel:

August 29, 2023: if you find this please do not come into the bedroom. we left the window open so the house wouldn’t smell. It will probably be a sight. I’m guessing you found this Joel because anyone else would have been electrocuted or blown up by one of my traps. hehehehehehe. Take anything you need. the bunker code is the same as the gate code but in reverse.

Anyway, I never liked you. But still, it’s like we’re friends. Almost. And I respect you, so I’m gonna tell you something because you’re probably the only person who will understand: I used to hate the world and I was happy when everyone 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 mother fuckers who stand in our way. I leave all of my weapons and equipment. Use them to keep Tess safe.

This complete reimagining of Bill and Frank achieves so much. Yes, I’m sure some game purists will be annoyed Joel and Ellie didn’t get to sneak through backyard with Bill and take out infected on their way to a car. But that’s a game; in a show it would just amount to another action sequence, Bill another side character. The show’s creators did the characters a major service by allowing them a full life, a loving life, and the chance for Bill not to tell Joel that caring for others is stupid but that caring for others is the only thing that matters.

It’s a gorgeous episode of television, with beautiful performances from Offerman and Bartlett. Episodes like this, and deviations from an interactive medium into a traditional viewing one, are the reason to adapt The Last of Us to TV. The game is an emotional journey, and the show isn’t losing any of that. But by giving characters different circumstances, the show can achieve emotional gut-punches whether you’ve played the game or not.

Kyle Anderson is the Senior Editor for Nerdist. You can find his film and TV reviews here. Follow him on Instagram and Letterboxd.