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‘The Last of Us’ Episode 3 Offers the Biggest and Best Change So Far

Editor’s note: The below contains spoilers for Episode 3 of The Last of Us.


The Last of Us series has been faithful to the original video game. We’ve seen Joel (Pedro Pascal), Ellie (Bella Ramsey), and Tess (Anna Torv) travel across the country to get Ellie to the Fireflies. While minor details have been updated for the HBO show, the core elements remain the same. Bill has always been a fascinating character in The Last of Us franchise. In the original game, he seems cold, distant, and angry at the world. In the HBO series, that’s the Bill we’re introduced to, but when the show starts to deviate. We will examine the character and why these drastic changes pay off.


Revisiting Bill in The Last of Us Part I

Image via Naughty Dog

The original portrayal of Bill serves as both a cautionary tale and mirrors Joel’s character arc up until this point. Like Joel, Bill has lost everything and feels that having personal attachments will only hold him back. This cynical worldview is very similar to how Joel felt when first meeting Ellie for the first time. In the game, Joel and Ellie seek Bill’s help after Tess’s death (same as in the show). After setting off traps and battling a hoard of the infected, Bill reluctantly agrees to help our two main characters. “Once upon a time, I had someone that I cared about. It was a partner. Someone I had to look after. And in this world, that sort of shit is good for one thing. Gettin’ ya killed.”

We learn that Bill and his partner, Frank, had a falling out. Their breakup led to Frank leaving as Bill continued to live in his safe house. Having to survive on his own, along with his breakup with Frank, had a massive effect on him. He closes himself off and firmly believes that everyone is better off alone. After discovering Frank’s body [after he left, he was infected], Joel and Bill see a note. In Frank’s last words, he expresses how much he hates Bill and that getting infected is better than continuing to stay with Bill.The game segment shows just how much this pandemic affects everyone, not just Joel, and that Bill ultimately pushed his loved one away. Bill is one of the few characters Joel and Ellie meet that survives, but to do so, he has to lose everything. It reinforces that this world is bleak and highlights why Joel is as cold and abrasive. Seeing Joel’s heart slowly thaw over time makes this moment even more impactful.

RELATED: ‘The Last of Us’ Renewed for Season 2

HBO’s Change to Bill’s Character

The Last of Us Nick Offerman Bill
Image via HBO

Let’s return to HBO’s The Last of Us. Joel and Ellie are still seeking out Bill’s aid after the death of Tess, but now we’re dedicating an entire episode to Bill and Frank. The episode shows us the relationship between Bill and Frank over many years. When we first meet Bill, he is very much the distrustful recluse that we know from the game, but after meeting Frank, we see him start to change. Frank helps Bill come out of his shell, and the episode plays out like a romance written by Nicholas Sparks (The Notebook) rather than the themes of hopelessness, cynicism, and nihilism.

Frank (Murray Bartlett) wants to share their resources with others, specifically Tess and Joel. He feels that living in isolation is a depressing way to go about this new status quo. Bill (Nick Offerman) is much more reserved, opting to protect himself and Frank over helping outsiders. At first glance, fans of the game might assume that we’re seeing the eventual split between the two, but that’s not what happens. Instead of being that cautionary tale of how bleak the world is, Bill and Frank show that love is worth preserving.

What is beautiful about this new story is that it serves as a great love story and changes Joel for the remainder of the series. As we approach the end of the episode, we learn that Frank is dying (presumably of cancer) and that he would instead pass away with no pain or struggle. Both he and Bill die peacefully together and leave a note for Joel.

Nick Offerman as Bill with a gun in The Last of Us
Image via HBO

This moment is vastly different from the games and arguably for the better. Both versions involve a suicide note, and both radically change Joel going forward, but for vastly different reasons. As Ellie reads the hand-written letter, Joel learns of Bill’s true feelings; how Frank helped remind him that all isn’t lost and that protecting those that matter to you is what’s important. HBO’s reinterpretation of Bill ends up in a more hopeful place. While he still has most of his characteristics from the original, he can change.

By closing himself off to the world, Joel has grown cold and bitter, but now things might change. Bill’s words show that all is not lost and Joel can feel happiness again. His bonds with Tommy and Ellie might be his path to regaining humanity. The look in Joel’s eyes is heartwarming. The tale of Bill and Frank highlights HBO’s The Last of Us and shows that making changes to the source material can lead to outstanding results. It makes the world feel like there’s still a glimmer of hope in humanity. Even if the infected overrun the world, life can still have meaning. Tess’s dying wish, along with Bill’s words, will stick with both Joel and Ellie for the remainder of the series and confirms that these words ring true – When you’re lost in the darkness, look for the light.


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