The Last of Us Showrunner Explains "Entirely New" Bill and Frank Story

[Warning: This story contains spoilers for The Last of Us episode 3, "Long Long Time."] "Once upon a time, I had somebody that I cared about. It was a partner. Somebody I had to look after," scavenger and smuggler Bill (voiced by W. Earl Brown) grumbles in The Last of Us game. "And in this world, that sort of sh*t's good for one thing: getting you killed." Sunday's episode of HBO's The Last of Us — titled "Long Long Time" after the 1970 Linda Ronstadt song — puts a twist on the video game's "Bill's Town," a mission sending the player into an Infected-swarmed high school to retrieve a truck battery in the booby trap-rigged ghost town of Lincoln, Massachusetts.

A flashback to post-outbreak 2007 introduces self-sufficient survivalist Bill (Nick Offerman), Lincoln's lone inhabitant who has transformed the town into a fortified compound some 10 miles north of the Boston QZ. In 2010 — three years after one of Bill's traps catch weary traveler Frank (Murray Bartlett) — Bill and Frank are a couple whose social circle has grown only to include Boston smugglers Joel (Pedro Pascal) and Tess (Anna Torv). 

Time passes, and in present-day 2023, the elderly Bill and Frank have spent 16 reclusive years together. Suffering from a terminal illness, Frank tells Bill how he wants to spend his last day: they'll pick out suits, get married, and share a final dinner. Then Bill will mix Frank's many medicines into a glass of wine so he can peacefully pass away in his husband's arms. But Bill, not wanting to live without Frank, reveals he also drank the lethal concoction. "I'm old, I'm satisfied," he tells him, "and you were my purpose."

In the end, Bill and Frank die as they lived: together, each having only the other. (It's "incredibly romantic," notes Frank.) Unlike the game's hinted-at romantic relationship, there's no ambiguity about Bill and Frank in the HBO version, who receive a much happier ending than their video game counterparts. Spoilers: The video game reveals a bitten Frank died by suicide to prevent succumbing to the Cordyceps infection, leaving behind a note: "I want you to know I hated your guts ... I guess you were right. Trying to leave this town will kill me. Still better than spending another day with you."

"Long Long Time" ends with Joel and Ellie (Bella Ramsey) reaching Lincoln, only to find the town's population has gone from two to zero. Ellie reads aloud the letter Bill left behind for Joel, telling him to help himself to his supplies and cache of weapons to "keep Tess safe." 

"For people who played the game and loved the game, this is pretty much all entirely new," showrunner and series co-creator Craig Mazin, who wrote episode 3, told The Los Angeles Times. "The story of Bill and Frank and the letter that Bill leaves behind [in the show] is such a huge part of why Joel decides he's going to keep going [on this journey] with Ellie … Their relationship ultimately becomes kind of the skeleton key to unlock all of this show, as far as I'm concerned."

The Last of Us co-creator Neil Druckmann credits co-director Bruce Straley with the game's version of Bill, whose lonely existence raises the question of: "What are you surviving for at that point?" 

Video game Bill is "a person who had genuine feelings for another human being in that world, and is having a reaction to that [relationship ending]," said Straley. "That reaction is being projected onto Joel and Ellie's relationship." While that Bill warned that having a partner is only good for "getting you killed," TV Bill is the inverse: having a partner is the only reason to live.

Mazin explained that Bill and Frank's intimate love story was a way to express to Joel — and the viewer — that "there is a way for people to achieve a kind of peace and happiness and love in this world." Bill and Frank's peaceful passing comes just one episode after Joel lost Tess on their crucial mission to get Ellie to a Firefly lab.

"I think in a show like this, where the world around our characters is constantly pressuring them ... there is the tendency for endings to be tragic and violent and abrupt and too soon," Mazin said. "And I thought it was important to show how a relationship could endure, and then conclude in a natural way. Because death is a perfectly natural thing to do."

New episodes of The Last of Us premiere Sundays on HBO and HBO Max. Follow for more The Last of Us on ComicBook.