The Last of Us: Bill and Frank, Explained

The Last of Us poster with Murray Bartlett as Frank

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 end of the episode. Most of the episode is about Bill (Nick Offerman) and Frank (Murray Bartlett of “The White Lotus”) 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 series is based on, and it greatly expands their lives – and changes their ending. Ahead, we break down what happens to them on the show, what changes the show has made to their plot, and why it’s all the more devastating for Joel and Ellie.

Bill and Frank on “The Last of Us”

At the start of the episode, Ellie and Joel are walking 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 started, the military rounded people up in small towns and brought them to quarantine areas. But if they discovered that there was not enough room for the new ones, the soldiers killed them instead.

The show then cut to a flashback and shows Bill the start of the outbreak. He watches the army round up the rest of his village’s inhabitants, but since he is a prepper with his own stockpile of supplies, including a generator, he hides until they are gone. Then he attacks the city for even more supplies and spends a long time on his own, strengthening his defenses. He builds sophisticated traps to ward off infected and human scavengers. He is all alone, and his house and town are falling apart around him. But he is alive.

Four years later, a man sets off one of his alarms and falls into a ditch he dug. This man is Frank, and he is not infected; he’s just trying to get from Baltimore to Boston. He asks Bill if he could just grab a meal before he leaves. They argue, but eventually Bill agrees and even lets Frank shower. Frank is impressed with Bill’s house, even though it’s covered in dust. After having lunch, Frank finds Bill’s piano, which he claims belonged to his mother. Frank has searched for 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 is not a good singer. Bill takes over and plays it slowly. Frank asks what girl Bill is talking about, and Bill admits there is no girl. “I know,” Frank replies, and they hug, both shaking and in tears. Bill finally tells Frank his name.

Frank waits in bed while Bill showers. Once in bed, Bill admits he’s only ever slept with one woman before. Frank says he’s not “a whore” so he’ll stay a few days so he doesn’t feel like he’s traded sex for lunch.

The show jumps three years into the future, and they are completely 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 with drawings and paintings he has done of Bill. Then Frank reveals that he played on the radio and found a nice woman 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 that neither Joel nor Bill enjoy. They agree to help each other with contraband but also with friendship.

One night, looters attack the town and set off Bill’s alarms. While trying to defend them, Bill is shot and Frank drags him back inside. In the end, they are safe, and Frank helps Bill recover his health.

The show jumps 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 nice day with Bill, and then have Bill put painkillers in his wine so he can die in his sleep. Reluctantly, Bill agrees. But once they both drank their wine, Bill reveals that he put painkillers in both of their wines to get them to date. They go to bed together and die in their sleep.

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

Ellie finds a letter Bill wrote, addressed “to anyone except probably Joel”. He understands his car key. Ellie reads him the letter, which asks them not to enter the room where the bodies are. Bill guesses that Joel found the letter, since no one else could have bypassed all of its traps and protections. “Take whatever you need,” he wrote.

“Anyway, I never liked you, but still, it’s like we were 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 will understand.”

“Before, I hated the world and was happy when everyone died,” Bill writes. “But I was wrong. Because there was a person who deserved to be saved. That’s what I did. I saved him and I protected him. That’s why men like you and I are here. We have a job to do.”

Ellie continues to read, “And God help any motherfuckers who stand in our way. I leave you all my weapons and gear. Use them to keep…” Ellie pauses. Joel takes the letter from her and reads Tess’s name. Bill picks up the letter and sadly reads it outside the house before crumbling it.

How Bill and Frank are different from ‘The Last of Us’ video game

The Bill and Frank storyline is by far the biggest plot change to “The Last of Us” that the TV show has made so far. In the game, when Joel and Ellie arrive in Lincoln, Bill is still alive. Bill is a lonely, surly, paranoid survivor who reluctantly 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 by zombies, and they have to fight them 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. He was a partner,” he says. “Someone I had to take care of. And in this world, that kind of shit is good for one thing: getting you killed. So you know what I did? Just be me.”

Towards the end of their quest, they find the body of a person who committed suicide in an abandoned house. Bill reveals it was his partner, Frank. Frank wrote in a note that he was fed up with Bill and tried to leave, but instead gave up. “Trying to leave this town will kill me. Always better than spending another day with you,” he wrote. Joel and Ellie end up getting in a car and driving away.

Why did “The Last of Us” change Bill and Frank’s story?

The story of Frank and Bill in the TV show has a completely different meaning than in the game. In the game, the storyline focuses on the difficulty of living with other people and the fragility of relationships in the middle 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. This reinforces Joel’s own fears of passing Ellie off to the west and getting too close to her.

But the TV show’s script tells how this cynical view of humanity – even during an apocalypse – is wrong. Bill and Frank have had a great life together, carved out of so much pain and chaos. They changed each other’s lives.

Their relationship and Bill’s change of heart then have profound effects on Joel. It reminds him of the people he lost – Sarah (Nico Parker), Tess and her brother, Tommy – and how he failed to protect them. And that highlights Ellie’s problem. Should he get close to her, two people who have literally lost everything and can only rely on each other? Or should he stay away from her, lest he fail to protect her too, and leave him again in pain and alone? Joel and Ellie will both grapple with their loss and trauma as the series continues.

What is the meaning of Linda Ronstadt’s “Long Long Time” in “The Last of Us?”

Linda Ronstadt’s “Long Long Time” isn’t just the song Bill and Frank play together on the piano; it is also the song 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 good to play him. He seems affected by the lyrics of the song. “Long Long Time” is the first connection between Bill and Frank. It cuts through their deep loneliness to their emotional core.

The song is about loneliness in the face of lasting love. For Joël, 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 both a gift and a curse. Allowing himself to take care of 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 a few times). In the 2018 movie “Hearts Beat Loud,” his character played guitar, bass, and drums.

Bartlett, meanwhile, has never talked about his piano skills before, but there’s a hint he might have learned just for the role. In a September 2021 interview with The Guardian, he told the reporter he had an anxious dream about producers criticizing his piano skills. If we read between the lines, those producers haunting his dreams could have been the producers of “The Last of Us.” At the very least, he certainly tried playing the piano for the role.


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