It’s been hailed as one of the best episodes of TV in a long time.

By Louise Griffin

Published: Monday, 30 January 2023 at 12:00 am


**Warning: Spoilers for The Last of Us episode 3 ahead.**

It’s already been dubbed the greatest video game adaptations of all time, but The Last of Us has outdone itself with episode 3.

Starring Parks & Recreation legend Nick Offerman in a role no one could have predicted for him alongside Murray Bartlett, the HBO show focuses away from Pedro Pascal’s Joel and Bella Ramsey’s Ellie to tell the story of Bill and Frank – and it’s the best decision they could have made.

In the game, Joel and Ellie make an uneasy alliance with survivalist Bill after the death of his partner, Frank. Their relationship is hinted at in various ways, but it’s never been fully explored – until now.

What follows is a tender and beautiful love story – something not many would have expected from an apocalyptic HBO series, and something that sets the show apart from anything that might else have come close to it.

With it being hailed as one of the best episodes of TV to come in a long time, read on for a full recap of what happens in The Last of Us episode 3.

The Last of Us episode 3 recap: What happened to Bill and Frank?

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Nick Offerman as Bill in The Last of Us
Liane Hentscher/HBO

Episode 3 picks up after the tragic death of Tess (Anna Torv) at the hands of the clickers. She sacrificed herself to buy Joel and Ellie time – and her loss is immediately felt in the opening scene.

The pair continue their journey, with Joel trying to protect Ellie from a chilling sight up the road. He unsuccessfully tries to reroute her, but Ellie then sees countless skeletons, including that of a baby, buried in the ground. Joel explains that, when the outbreak first hit, some people were evacuated and taken to QZs – if there was space – while others weren’t so lucky. Ramsey, proving exactly why she was perfect for the role, shows Ellie to be absolutely quietly shattered by the revelation – but steeling herself for the rest of the journey.

During a flashback, we see those who weren’t so lucky unknowingly being driven to their deaths. But one person is left behind – Bill (Offerman), who has been seemingly waiting for this moment his entire life. Watching the horrors unfold on a CCTV feed, he declares: “Not today, you new world order jackboots,” before going about his plans and securing himself in a haven of his own making, complete with running hot water, all the wine he could drink, and booby traps to take care of any wandering infected, or any intruders.

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Murray Bartlett as Frank in The Last of Us
Liane Hentscher/HBO

Before long, one such intruder stumbles across the property – Frank (Bartlett).

As Frank pleads for food, Bill isn’t having any of it, but he eventually wears him down. The pair share a delicious meal before Frank spots Bill’s piano. Digging out the sheet music to Linda Ronstadt’s Long Long Time, he clumsily plinks away on the piano, clearly driving Bill mad. Unable to listen any longer, Bill stops him and takes over, giving an emotional rendition of the song. Frank asks Bill who the girl he’s singing about is, to which Bill replies: “There’s no girl.” Frank responds that he knew there wasn’t, and the pair share a tender first kiss, and have sex for the first time.

The chemistry between Offerman and Bartlett is absolutely magical. There is nothing better than seeing Offerman in a role that could have been completely outside of his comfort zone but is actually bizarrely perfect for him. Director Peter Hoar has said that Offerman was genuinely shaking during the piano scene – and that the pair’s relationship was somewhat mirrored in real life as Bartlett guided Offerman through the scenes.

Cut to three years later, and the two of them are still together, having a raging argument about the appearance of their town. Frank insists the pair, who have been isolated from everyone else for the past three years, are going to have friends, revealing he’s been talking to a “nice woman on the radio”.

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Bella Ramsey as Ellie Williams in The Last of Us
HBO/Warner Media

Heartbreakingly, the woman in question turns out to be Tess. She and Joel visit Frank, and a very reluctant, gun-wielding Bill, for dinner. Tess and Frank plan that the four of them will work together and that they can trade items, as well as warning of any trouble on the radio with the code mentioned in episode 1 – 80s music means something’s wrong. Joel warns Bill that raiders will eventually come for his home, but he insists that he and Frank will be fine.

Before long, Joel’s prediction comes true. Frank wakes up to the house under attack, and Bill is outside attempting to fend off the intruders. He’s shot and looks in a bad way as Frank drags him back into the house and onto the table. As Frank attempts to stitch up Bill’s wound, Bill orders him to call Joel so that he won’t be alone.