The Last Of Us episode 3 review: Changes for the better

The Last Of Us episode 3 review: Changes for the better
Images via HBO

Written by 

Dave McAdam


30th Jan 2023 14:21

Be warned, there are spoilers here for The Last Of Us episode 3, and the first game.

The first two episodes of The Last Of Us took us through the first act of the game. Joel and Ellie are out of Boston, and Tess has been lost. It's just Joel and Ellie now, and we get to see how Pedro Pascal and Bella Ramsay bond in the roles. The first stop on the road is Bill and Frank's place, a change from the solitary Bill of the game. But does the show's deviation from the source material help or hinder it?

Hitting the road

The Last Of Us Episode 3 Review: Ellie finds a Mortal Kombat machine
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The episode begins with Joel and Ellie in the forest, the latter taking in her new surroundings. Joel is grieving the loss of Tess, but the harsh reality of the post-apocalypse has hardened his emotions. Further, we see that being born and growing up in this environment has prepared Ellie for loss, as she is quick to point out that Joel and Tess knew what they were signing up for. Joel appears to agree as they begin to trek cross country.

As they travel, Ellie asks question after question, and a slightly perturbed Joel gives her some insight into life before the outbreak. Keeping with the trend in this show of explaining the outbreak in greater detail than the games, Joel tells Ellie about how the cordyceps first spread through food. Already we can see him start to fall into a parental role, not necessarily a direct father figure just yet, but a father who knows how to deal with an inquisitive child.

They stop at an old store where Joel has stashed some equipment. Ellie wanders off and explores the basement, where she finds an old infected who is trapped under some rubble. Here we see the nascent violent streak in Ellie, something that doesn't come until much later in the games. Where Ellie's encounter with David the cannibal is seen as the birth of Ellie's violent behaviour in the game, here the show is planting seeds for the person she will become.

When they come to the site of a mass execution, Joel attempts to keep Ellie from seeing it. As a kid who has grown up in such horrendous times, she naturally believes she has seen it all. Seeing the remains of dozens of innocent people, who were not infected and were killed simply to reduce numbers, shows Ellie there are depths of human depravity she has yet to witness.

Bill's town

The Last Of Us Episode 3 Review: Bill (Nick Offerman) emerges after the outbreak
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From here, we jump back to 2003. The outbreak has happened and the government is rounding people up and bringing them to quarantine zones. We see the citizens of a small town being herded onto buses, while soldiers check houses for remaining civilians. Unbeknownst to them, a doomsday prepper called Bill is hiding out in his secret bunker.

Once the army leaves, Bill emerges from his house. Like Kevin McCallister, he finds he has been left alone and he has the run of the place. Unlike Kevin, no one is coming back for him, but very much like Kevin, his first order of business is to set up traps to protect his home, alone.

We follow Bill carrying out his carefully laid plan, filling up gasoline canisters, gathering supplies, starting up his generator, and erecting a fence around his newly-extended property.

Bill sets himself up for a healthy and prosperous life in the apocalypse. Where we might expect the show to cut forward 20 years and find Bill still living alone in his paradise at the end of the world, instead we cut ahead just three years. Bill has been thriving, and on a routine check of one of his sprung traps, he discovers an uninfected man named Frank.

Bill and Frank

The Last Of Us Episode 3 Review: Bill and Frank as they get older
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Frank convinces Bill that he is not a threat, and Bill reluctantly but politely welcomes him into his home. He lets him shower, gives him a change of clothes, and cooks the first proper meal Frank has had in years. The two bond over Bill's antique piano and things quickly turn romantic.

We jump ahead three years to a much more domestic Bill and Frank arguing about maintaining their home, Frank wants to paint the house and cut the grass, and Bill sees these things as a waste of resources. Frank wears Bill down, and we see that Bill is softening his hardcore survivalist ways. Frank truly crosses a line when he reveals that he is inviting friends over, which is where Joel and Tess come into the picture.

What follows is a hilariously awkward lunch on the lawn where Bill refuses to put his gun away. While Frank and Tess become friends, Bill and Joel find common ground over their shared interests in home security and paranoia. Joel warns Bill of his vulnerability to raiders, which comes to pass shortly after. Bill is shot in the fight but manages to repel them.

The tragedy of love

The Last Of Us Episode 3 Review: the window of Bill and Frank's bedroom
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Finally, we catch up to the present day. We see one of the men in a wheelchair on their porch, but in a twist, it turns out to be Frank, not Bill. The two men have gotten quite old, Bill is looking worse for wear but Frank has unfortunately taken truly ill. Frank is suffering from a debilitating disease that has taken much of his quality of life, and made Bill his full-time carer.

Frank has reached his limit, and has decided that he wants one last good day with Bill before ending his life. This heartbreaking day plays out, the two get dressed up, they declare their marriage to each other, they have one last romantic dinner, and then they drink their last bottle of wine.

Frank had requested that Bill crush up a bag of pills and put them into his glass, which Frank begrudgingly agrees to. By the time they have drank the wine, Frank has already figured out what Bill has done. The pills in the glass are irrelevant, as Bill had laced the bottle itself. They are both old, and the prospect of living alone in a dead world doesn't appeal to either of them.

In a touching moment, Bill explains how he hated the world before it ended, and it was only through Frank that he found something outside himself to care about. The now-married men go to bed for the last time, to spend eternity in each other's arms.

Smart changes

The Last Of Us Episode 3 Review: Joel sits down to eat with Bill
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As anyone who played the games will know, Frank is only mentioned in the past tense in the game, making him essentially a new character created for the series. The decision to give Bill an emotional centre outside of himself paid off and made for a beautifully tragic tale, an unfortunate trope for LGBTQIA+ characters, but a gorgeous story in and of itself. It is rare that changes are made from the source material in an adaptation and it is completely for the better, especially when it is a video game that's being adapted.

This version of Bill is a much better and more interesting take on the character, and Nick Offerman's performance takes it from good to exceptional. His chemistry with Frank's actor Murray Bartlett is tangible, and a joy to watch.

The story of Frank and Bill takes up the vast majority of the episode, which may come as a surprise to fans of the game. There is so much more to this iteration of the character, enough to make me wish this version could replace the original.

Instead of Joel and Ellie arriving at Bill's Town and meeting Bill, they come to Bill and Frank's house. The plants have not been watered for weeks, the front door is unlocked and the house is a mess. Ellie finds a note left for Joel by Bill that explains what has happened. Bill leaves Joel all of his equipment, so the pair prepare before heading off in search of Tommy in Bill's truck. 

The episode quite beautifully ends on the open window of Bill and Frank's bedroom, reminiscent of the window shown in the main menu of The Last Of Us.


Those are our thoughts on The Last Of Us episode 3. For more on the series, check out our reviews of The Last Of Us episode 1 and The Last Of Us episode 2.

Dave is a Senior Guides Writer at GGRecon, after several years of freelancing across the industry. He covers a wide range of games, with particular focus on shooters like Destiny 2, RPGs like Baldur's Gate 3 and Cyberpunk 2077, and fighting games like Street Fighter 6 and Tekken 8.

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