Spoiler Warning: This article contains major spoilers for HBOs The last of us and Naughty Dog The last of us 2013 video game.

The third episode of The last of us picks up with Ellie and Joel in the woods 10 miles west of Boston, probably just hours after Tess’s death. Ellie notices that Joel is cold to her and assumes he partly blames her for Tess’s death. She tells him that he chose to do this for the truck’s battery and no one made him do so, so she can’t be blamed. As much as it hurts Joel to hear this, he knows it’s true and agrees with her. The two continue their journey to Bill and Frank’s, where Ellie continues to annoy and harass Joel about a bunch of different things, but he stays short with her. The two arrive at an abandoned store in the middle of a rural area where Joel reveals he stashed some supplies years ago.

Ellie wanders the store, spends time looking for something unpicked and stares at a Mortal Kombat 2 arcade cabinet. She eventually stumbles upon a basement where she finds an unopened box of tampons and an infected one trapped under a pile of rubble and cinder blocks. Ellie approaches it as it growls at her and pulls out her pocketknife before lightly slicing through the skin as it stares at her. She then drives the blade deep into its head, killing it instantly. Joel finishes packing and stows his assault rifle in a hole in the floor, noting that there isn’t much ammunition for a rifle like this.

On the road again, Ellie questions Joel about how the infection started, wondering who might have been the first person to start the spread. Joel notes that no one really knows for sure, but it was thought to be a result of the cordyceps fungus mutating and contaminating flour, which was in a lot of major food brands. Very easily it spread to people over 24 hours and on Friday September 26, 2003 all hell broke loose and by Monday “everything was gone”.

Ellie and Joel stumble upon a very old mass grave and Joel notes that when the outbreak started, the government rounded people up and told them they were going to a QZ. If there was no room in the QZ, they would take them and execute them because dead people cannot be infected or spread the disease. A small rainbow blanket and skeleton can be seen in the mass grave.

Bill’s town

The show then flashes back to show us a woman holding a baby in the rainbow blanket on September 30, 2003. An entire town of people are rounded up while a bearded man named Bill (played by Nick Offerman) sits in his basement watching everything on CCTV cameras. A convoy of military trucks leaves town and Bill turns on the power in his basement, revealing a massive arsenal of doomsday prepper-type weapons and supplies. He cleans his house and yard with a shotgun before smiling, realizing he has his entire town to himself. We then see a montage of Bill going through town, breaking into stores, stealing supplies, doing all sorts of maintenance to make sure he has power, building traps and fortifying the suburbs.

He later returns home and cooks himself a delicious gourmet meal and pairs it with a bottle of wine, emphasizing the luxurious life he has created for himself, unlike the QZs. Four years later in 2007, Bill is still living comfortably in his town, but is alerted that one of his traps is being set. He goes out of town with a shotgun and finds a man named Frank (played by Murray Bartlett) sitting in a hole. The man notes that he is trying to get to Boston because the Baltimore QZ had fallen.

Bill helps Frank out of the hole and tests him to make sure he’s not infected. He points the man towards Boston, but Frank begs for food. Bill reluctantly agrees to let him bathe and eat in his house, on the condition that Frank doesn’t tell anyone about it to avoid becoming a haven. Bill prepares another gourmet meal and Frank is in awe as nothing comes close in the QZs.

Frank agrees to leave after his meal, but sees a piano and starts playing Linda Ronstadt’s Long long time, much to Bill’s frustration. Bill tells him to stop and seems to indicate that the song may have some meaning to him, which leads to Frank asking Bill to play it himself before leaving. Bill plays the song, bringing out some emotion in him. Frank asks him who the girl he’s thinking about is, but she isn’t there. Frank kisses Bill before they go to the bedroom to have sex.

Bill and Frank

Three years later, Bill and Frank are living together, but it’s not exactly the happiest relationship in the world. They are very different people, because Frank is a gentle person who wants to have a pleasant city to live in, but Bill does not care about keeping it. Frank says he wants to keep up appearances because he befriended a “nice woman on the radio”, angering Bill. Joel and Tess arrive to have lunch with the couple, but Bill can’t take his hand off his gun for fear. Tess and Frank leave the table, resulting in a pretty tense conversation between Bill and Joel.

Joel proposes a trade, but Bill thinks having more people around will only complicate things. Joel replies by telling him that his fence will only last another year and he can help him make it more durable. Bill ultimately declines Joel’s offer, despite warnings of possible robbers.

It is now 2013, Bill has abandoned cars stacked in front of the fences, indicating that they are probably weakened, as Joel predicted. While jogging in the morning, Frank takes Bill to a small garden of fresh strawberries that he was able to make by trading with Joel and Tess. The two share a sweet moment and Bill confesses that he had never been afraid until Frank arrived. Later that night, a rain storm sweeps across the city as a group of robbers wander towards the gates.

They set off a trap that activates a series of flamethrowers, setting some passersby on fire. Frank rushes out of bed and retrieves a gun from a drawer before finding Bill in a chaotic gunfight in the street. Bill is shot in the stomach and Frank rushes over to carry him inside. The traps keep the robbers at bay while Frank tries to clean Bill’s wound, who begs Frank to leave him behind and call Joel for help. Frank ignores Bill’s pleas as he passes out on the dining room table.

Today

Another ten years pass and it is now 2023. Frank is now wheelchair bound and the two are worn down by time. It is clear that Frank is unhappy and unable to muster the strength to even open a bag of his pills or get in and out of bed without difficulty. The next morning, Frank asks Bill to give him one last perfect day by getting married. For his last request, Frank asks his husband-to-be to crush all his pills and put them in his dinner, eventually killing him. Bill obliges, despite how much it hurts him.

Later that night, the two sit down at the table and Bill puts a white powder in a glass of wine. They both finish their drinks, but Frank realizes Bill put the crushed pills in the wine bottle. Bill tells his lover that he is old and happy with his life so far, which allows him to be content to die with his partner. The two go to bed to share a long sleep together.

Joel and Ellie arrive in Bill’s town and enter his home. They notice that no one is home and that the belongings have been abandoned for weeks. Ellie finds an envelope containing a truck key and a suicide note, which she reads aloud to Joel. Bill’s note tells Joel that he hated humanity but found love and gave him something to fight for. The duo search for supplies and Ellie secretly takes Frank’s gun, despite Joel’s insistence that Ellie not carry a gun.

As the two get into the truck, Ellie finds a cassette tape and puts it in, prompting Linda Ronstadt to do so Long long time to play. Ellie is a bit critical of the song, but Joel takes it in and seems to really admire it. The two ride off into the sunset, leaving Bill and Frank to rest peacefully in their beds together.

Differences between game and show

The third episode of The last of us is the first installment in the series to completely deviate from the games. While there have been new scenes and changes in previous installments, this one contains virtually no scenes from the game. In the game, Ellie and Joel arrive at Bill’s town, which has been breached by some of the infected, though Bill is able to hold out. They make their way through town until they find the man himself, who reluctantly agrees to hitch them to a truck. The trio have to make their way across the city to find a working vehicle and there is a big fight in a high school gym with a huge infected monster, which they call a bloat.

Eventually, they stumble into a house where Bill sees Frank’s body hanging from the ceiling. They don’t really reveal much about their relationship apart from the fact that they had a big fight and on their way to leave town for good, Frank was bitten and decided to kill himself instead of turning his back. They eventually take the truck Frank planned to use and leave town, but Bill survives all of this. As far as we know, Bill is still alive in the game’s universe.

The last of us airs every Sunday on HBO at 9 p.m. ET. What did you think of the third episode? Let me know in the comments or give me a call Twitter @Cade_Onder. For more The last of us content, check out ComicBook and Entertainment Tonight’s new podcast: The Last of Pods. The podcast features breakdowns of each episode, interviews with special guests from the show, and more. The podcast is released on Sunday evenings after each episode of the show.