‘The Last of Us’ Episode 3 Recap: What Happened?

2023

The episode opens not long after Tess’ sacrifice in the State building, where Joel (Pedro Pascal) and Tess (Anna Torv) were supposed to deliver Ellie (Bella Ramsey) to a group of Fireflies before the grim reality of life made that not possible. Ten miles west of Boston, Joel and Ellie are re-evaluating what they need to do; Joel needs to get to a Cumberland Farms where he’s got supplies; it’s a 5-hour hike to Bill and Frank’s place, and they’ve got to get ready for it. While Joel is stocking up, Ellie explores the basement of the store where she finds an infected man trapped beneath some wreckage; it’s no mystery that Ellie is curious—she’s asking questions basically at all times—and here we see that curiosity manifest in a different way. She slices the man open and sees the blood not flow for the first time. This curiosity could ultimately be costly.

Her curiosity makes for more interesting moments of the episode, mainly in ways that help to characterize her and Joel. At the sight of a crashed plane—likely from the first weekend of the outbreak—she asks Joel if he’s ever been in one. When he says yes, she calls him “sooo lucky,” which is something none of us would ever associate with going through security, sitting in a terminal for hours, and then being stuffed in the middle seat of a back row of an airplane cabin. But Ellie doesn’t know even our present society’s minor annoyances; everything is a marvel to her.

She’s especially curious about the start of the outbreak, which Joel explains was September 26, 2003—of course, also his 36th birthday. He explains the origin of the fungal infection coming from flour, or something similar, in Indonesia; the hurt in Pascal’s voice when he pauses before saying that the infection could have come from “pancake mix” is incredibly well done. It’s clear that he replays that day in his head over and over and over.

As they continue down the road, Joel says there’s something Ellie shouldn’t see; of course, this just makes her want to see it even more. It’s a spot where people were told they’d be going to a QZ, but if there wasn’t room, they were killed on the spot. If you aren’t alive, you can’t get infected, the line of thinking goes. We saw this manifest in the Episode 2 cold open when the scientist just said “Bomb,” and it’s clear that among the military strategists, this thought became prevalent.

2003

We immediately jump back 20 years and see the exact spot where many people were told they were being led to safety, and instead were led to their deaths. Bill (Offerman) is a survivalist, a man who even before the outbreak thought 9/11 was an inside job, and, if he was alive today, probably would be claiming that Pfizer and Moderna are trying to control people’s brains with nanotechnology.

But it’s abundantly clear that Bill—who lives alone in a nice house—was prepared for this moment. His inherent skepticism of the government and people in power told him no way I’m going wherever they want me to go; he’s hiding in his bunker, watching the doomed parties taken away by the military. As now the last person in his small town, he’s able to get all the supplies he needs from the abandoned stores; like many characters Offerman plays, he’s also a “man’s man”—he can chop down trees, create his own firewood, kill his own animals, and make a really nice and classy dinner. He’s also got booby traps set up on his property to easily kill anything infected that tries to get within a couple hundred feet of his house.

Bill certainly isn’t what we would think of as a “people person.” Earlier in the episode, Ellie asks Joel if Bill and Frank are nice. “Frank is,” Joel tells her. Bill may not be nice, but he’s got a good system going.

2007

Four years pass, and Bill is happy with how things are going. But he hears some rustling outside, and, armed, goes and checks on it. Here, he finds, for the first time, Frank (Bartlett). Frank is looking for the nearest QZ, and accidentally got stuck in one of Bill’s traps; he’s hungry and desperate. It’s clear immediately that while Bill is paranoid and nervous, Frank is his exact foil; friendly and forthcoming. One of the most entertaining moments of the episode comes when Bill tells Frank not to expect any free lunch, because this is not an Arby’s. “Arby’s didn’t have free lunch,” Frank quips back. “It was a restaurant.”

And so begins Frank’s gradual breakdown of Bill’s strong walls. Bill invites Frank in for a hot shower and dinner, clearly feeling refreshed by how much Frank is appreciating the luxuries he’s become accustomed to. When Bill serves Frank one of his gourmet dinners, Frank compliments Bill on knowing which wine to pair with which dinner. “I know I don’t seem like the type,” Bill says. “No, you do,” Frank warmly affirms.

Frank is about to hit the road when he sees the old piano in Bill’s living room, asking if he can just briefly sit down before playing. He picks up a Linda Ronstadt songbook, and starts playing “Long Long Time,” before Bill shuts it down. Anything but that song, he pleads. Frank asks him to show him how it’s done, and after a bit of convincing, Bill sits down and lets it rip.

Offerman is so fantastic in this moment; he’s clearly practiced this song countless times and listened to the original even more. But you can still hear the years of hurt in his voice with each passing line in the song. “Love will abide, take things in stride,” he wails, as Frank looks on. “Sounds like good advice but there’s no one at my side.” He feels this song. Frank asks him who he was singing about; who’s the girl? He knows there’s no girl.

Frank and Bill embrace, and go to bed together. Bill has never done this before, but Frank has; he’s going to show him the ropes. Frank tells Bill he’s going to stick around a little bit longer. Bill’s OK with that.

2010

We jump forward three more years; Bill and Frank are now, obviously, an established thing. They’ve settled a life together. They’re the only ones in their town still, but their different philosophies shine through: Frank wants to keep the house up, and fix up some of the stores in town, even though they’re the only ones in there. He wants it to feel like a real life. Bill, the survivalist, doesn’t want or need anything more than the minimum.

And oh yeah, Frank wants friends too! He’s been talking to a woman on the radio, and has invited her over for dinner. Bill is not on board. But too late. The woman, of course, is Tess, and Joel arrives in tow. They have a nice little outdoor dinner, during which Bill never stops pointing his gun at Joel. It’s a fun moment between the two couples, and we can see that the two parties who wanted to be friends—Frank and Tess—are getting along, while Joel and Bill kind of begrudgingly reach common ground as well. Joel wants to work a smuggling arrangement out, and while Bill and Frank are isolated and safe from infected, he warns of armed raiders who will come.

Frank and Tess, meanwhile, cook up the code using songs that we learned about back in Episode 1. ’80s means trouble.

2013

Three more years pass, and Bill and Frank continue to grow closer. In one wonderfully shot sequence, Frank surprises Bill with a garden patch of fresh strawberries; he traded a gun to Joel and Tess for a pack of seeds. While Bill is thrilled to have homegrown fruit, he needs to know which gun. “A little one,” Frank assures him. Bartlett just exudes warmth and kindness in such a way that you can’t credit The Last of Us enough for fitting these two actors together. By all metrics, they shouldn’t work. But we also reach the point where you simply cannot imagine them apart.

“I was never afraid before you showed up,” Bill tells Frank. It tells us all we need to know about how this character has evolved—and foreshadows the tragic ending that we all know is coming.

But not quite yet. The raiders Joel warned of arrive, and while many of them are shot by Bill, set on fire, or electrocuted by his fence, one of them managed to hit Bill in the gut with a bullet. Frank manages to keep him alive, but the sequence ends with us in distress; “Call Joel,” Bill tells Frank as he clearly thinks his time has run out. “He’ll take care of you.”

Back to 2023

As we jump ten more years, the tables have turned. Bill and Frank are both relatively old; their hair has grayed, and Frank is now confined to a wheelchair. They continue to live their life; Frank paints, and Bill has to remind him to take his medication for an undisclosed illness. As they get into their bed, it’s clear that this grade of life is taking a toll on Frank; Bartlett is so happy the majority of the time, that when he expresses any level of anguish, it’s very clear.

Bill wakes up the next morning surprised that Frank has managed his way into his wheelchair on his own. It took him all night, but that’s ok, he tells Bill, because this is going to be his last day. Whatever illness he’s got didn’t have a cure even before the outbreak, and life is only going to get harder and harder as they move forward. Bill doesn’t want to hear it, but Frank needs him to listen and just help him out. He wants to live one last great day, and then for Bill to crush up his pills and pour them into his glass of red wine. “Love me the way I want you to,” he asks.

Bill agrees, and the last day goes according to plan. Until dinner comes. As their meal winds down, Bill mixes the pills into Frank’s wine, and he drinks it down. No regrets. But then Frank also chugs his own wine; the bottle itself was already spiked before dinner even started. Bill tells Frank that he became his purpose. It’s as much of a Romeo & Juliet ending as two fantastic 50-something character actors made-up as old men could possibly have (and I mean that in as good a way as possible).

The Aftermath

Still in 2023, we catch up with Joel and Ellie. Joel knows the code to get past Bill’s electric fence, and as he and Ellie arrive at Bill and Frank’s house, immediately sense that something is off. Candles are melted; food is left out. Joel tells Ellie to stay still as he looks around.

She finds a letter that Bill left, addressed “To whomever, but most likely Joel.”

And here’s where they get you. The trope of “letter sent from beyond the grave” brings the tears in Avengers: Endgame, it brings the tears in Stranger Things, and it brings it here. Ellie reads Bill’s letter aloud, which has all the gruff “I never liked you” energy that you can just hear Bill saying in Offerman’s signature deadpan.

But where The Last of Us subverts this modern trope is that neither Ellie nor Joel ever finish reading the letter; Bill’s letter tells Joel to use his supplies to protect Tess. Ellie won’t read it; Joel knows what it says. And with this, we finally have the full reason for the series.

Joel had his person—it was Tess. But now he’s got Ellie, and he’s got Bill’s truck, and he’s got a charged battery and lots of weapons (and Ellie picked up Frank’s Chekhov’s Gun, so don’t forget about that). And while his main purpose for heading west is to find his brother, Tommy (Gabriel Luna), Ellie is now the only living person he’s got any sort of relationship with. He lays the rules down for Ellie, and she obliges.

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As they’re hitting the road, they pop Bill’s tape into the old truck’s cassette player. And what other song would play but “Long Long Time?” Joel’s excited to hear Linda Ronstadt; Ellie not so much. If only these two knew the importance that song had to the story we all just saw play out.

“Take things in stride,” Linda sings. Joel and Ellie are doing that. But we all know that they’re going to grow close—and The Last of Us is going to use that to tear us apart.

Evan is the culture editor for Men’s Health, with bylines in The New York Times, MTV News, Brooklyn Magazine, and VICE. He loves weird movies, watches too much TV, and listens to music more often than he doesn’t.