What happens to Bill and Frank in The Last Of Us?

Nick Offerman and Murray Bartlett at a piano in The Last of Us
Nick Offerman and Murray Bartlett take center stage in episode 3. (Image credit: Liane Hentscher/HBO)

*This article contains big spoilers for The Last Of Us TV series and video game*

The third episode of The Last Of Us switches the focus away from Joel and Ellie (Pedro Pascal and Bella Ramsey) in favor of expanding upon a side story found in the original PlayStation game of the same name.

In it, we're introduced to Bill (Nick Offerman), a grizzled survivalist who transforms an empty town into his own isolationist paradise to survive the ongoing apocalypse. However, his life is soon transformed by the arrival of a new survivor who he falls in love with.

Whilst the episode is garnering huge praise across the board for managing to tell a tender love story amongst all the chaos of the HBO Max and Sky TV show, it differs significantly from how the story unfolded the first time around. 

Here's a breakdown of what happened to Bill and Frank in The Last Of Us series and how it differs from the original game.

What happens to Bill and Frank in The Last Of Us; How did Bill and Frank die?

Bill (Nick Offerman) holding a shotgun in The Last Of Us episode 3

Bill's lonely life was shaken up by Frank's arrival.  (Image credit: Liane Hentscher/HBO)

We'll outline what happens to Bill and Frank in The Last Of Us below, but for a full breakdown of their relationship as it appeared in the show, be sure to check out our The Last Of Us episode 3 recap.

In the series, Bill evades the FEDRA evacuation of Lincoln. Left on his own, he transforms the town into a fortified compound surrounded by booby traps and a perimeter fence to keep infected and other travelers at bay. 

One day, he stumbled on Frank, a fellow survivor who was trapped in one of the holes around his compound. Bill reluctantly feeds and clothes him, and that day eventually led to the pair living together and having a relationship spanning more than a decade; during that time, they also began working with Joel and Tess.

Shortly before Joel arrived with Ellie, Frank and Bill died by suicide together; Frank had developed an unknown illness and wanted to live out his last day with Bill by getting married and sharing a last meal. Having decided he didn't want to live out the rest of his days without Frank, Bill decided he wanted to go out with Frank in his arms. 

How does this differ from The Last Of Us Part I video game?

Frank (Murray Bartlett) and Bill (Nick Offerman) holding hands over dinner in The Last Of Us episode 3

Frank and Bill sharing their final meal together. (Image credit: Liane Hentscher/HBO)

Unlike in the show, Joel and Ellie actually cross paths in The Last Of Us video game. The most significant difference here is that Frank and Bill do not die together, as Frank is not seen alive by the player.  

In the game, Bill is said to owe Joel a favor, and Joel wants to cash this in at Bill's junkyard. He asks for a car, and the game then sees them gathering parts for the vehicle around Bill's fortified section of Lincoln. 

By the time Joel and Ellie reach him, Bill is isolated once again, as he alludes to someone who has up and left him. He's much colder than Nick Offerman's version of the character; he is not open about his relationship with Frank, telling Joel that caring for someone is only good for one thing: "gettin' you killed".

When the town starts being overrun by infected, Bill, Joel, and Ellie are forced to take shelter in a house, where they sadly find the hanged body of Frank. In notes scattered around the house, we learn that Frank was actively trying to leave Bill but got injured on the way out of town. So, he took his own life after getting bitten as he didn't want to succumb to the cordyceps infection. Despite trying not to show it, he's still saddened by the loss and is somewhat shocked by a note in which Frank revealed he hated Bill.  

Why did they change Bill and Frank's story?

Speaking to Newsweek, Craig Mazin explained why they'd decided to drastically alter the way that Bill and Frank's story plays out in The Last Of Us TV adaptation, explaining that it felt like a chance to 'breathe for a bit' in amongst all the chaos and danger of the first two episodes. 

"I just loved the allusion of a relationship that was in the game between Bill and Frank", he went on to say, "and it seemed like we had a chance to just go a different way and, with our breathing, tell this other story that illuminated not only the passage of time but also some of the big themes that are going to continually echo forth about love; about the nature of love, and what it does for us both good and bad, the different ways we love each other."

The Last Of Us episodes 1-3 are now streaming on HBO Max and NOW. New episodes air Sundays at 9 pm ET on HBO and HBO Max and at 2 am and 9 pm on Sky Atlantic and NOW in the UK.

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Martin Shore
Staff Writer at WhatToWatch.com

Martin was a Staff Writer with WhatToWatch.com, where he produced a variety of articles focused on the latest and greatest films and TV shows. Now he works for our sister site Tom's Guide in the same role.

Some of his favorite shows are What We Do In The Shadows, Bridgerton, Gangs of London, The Witcher, Doctor Who, and Ghosts. When he’s not watching TV or at the movies, Martin’s probably still in front of a screen playing the latest video games, reading, or watching the NFL.