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While the HBO show's second installment followed the game in which its based very closely, The Last of Us episode 3 shakes things up a bit. Well, a lot, if truth be told. It shifts focus from Joel and Ellie's arduous journey to Wyoming and centers the narrative on the years-long romance between cantankerous survivor Bill, an overlooked NPC, and his partner Frank – and rewrites the characters' trajectories in major ways, too.
Below, we outline the changes made in the third chapter, from Frank's inclusion and a Mortal Kombat mention to an unexpected comeback via flashback.
Unsurprisingly, this article contains spoilers for The Last of Us episode 3, so proceed with caution if you've yet to tune in and don't want to know exactly what happens. All up to date? Well, let's get into it...
Frank is alive
Arguably the biggest change from the game that pops up in episode 3 is the fact that Frank is alive. When Joel and Ellie come across Frank in the game, they're already with Bill. After hopping a yard fence to escape a bunch of infected, the trio holes up in an abandoned house and soon comes across Frank's body hanging from the lounge ceiling.
"What, you know this guy or something?" Joel asks, noticing Bill's face fall. "Frank, he was my partner. He's the only idiot who would wear a shirt like that," Bill replies solemnly, as he slashes the rope keeping Frank suspended. "He's got bites."
'Long, Long Time' plays out very differently. It opens with Joel (Pedro Pascal) and Ellie (Bella Ramsey) before it cuts to 2003: the year the Cordyceps brain infection broke out. Turns out, Bill (Nick Offerman), a conspiracy theorist and survival nut, has been preparing for this day for a while and as the troops evacuate his town, he hides out in a bunker. Once the coast is clear, he sets about turning Lincoln into his own self-sufficient safe haven.
A few years later, though, Frank (Murray Bartlett) wanders into the neighborhood, strikes up a romance with the prickly local and, well, the pair wind up living out the rest of their days together; painting, inviting Joel and Tess over for lunch, planting strawberries, and more.
Frank's death (and the end of his time with Bill)
The Last of Us episode 3 spans Bill and Frank's entire relationship, from their very first encounter to their final moments together; and it's safe to say that the conclusion of their romance in the show isn't quite as bleak as it is in the game.
In the source material, we learn through a note that Joel finds that Frank had actually left Bill because he'd grown sick of living in a "shitty", isolated town and Bill's hard-headed attitude. "I wanted more from life than this and you could never get that," it reads.
Earlier in the game, Joel found another note in the flooded subway that suggested Frank had made arrangements with a smuggler to sneak him inside the Boston quarantine zone. He never made it to their rendezvous point, though, having been attacked by clickers on the way and subsequently hanging himself.
In the show, Frank grows to be a much older man, still very much in love with Bill. It's revealed that the former has been slowly succumbing to a terminal illness for a while and the latter is all too aware that they don't have much time left. Frank tells Bill that he's planned out one great, last day for the pair of them to enjoy, so they dress up and "get married" before he swallows a bunch of pills that could, in Bill's words, "fell a horse". The twosome slowly make their way upstairs to their bedroom, and that's the last we see of them; even when Joel and Ellie come a-knocking.
Mortal Kombat mentions
In Joel and Ellie’s brief resource-gathering mission, Ellie stumbles across an old arcade cabinet for 1993’s Mortal Kombat 2 – and even namechecks Mileena, a character first introduced in, you guessed it, Mortal Kombat 2.
Those who have played The Last of Us’ Left Behind DLC will know that Ellie has a history with arcade machines. As she and her friend-turned-love-interest Riley make their way through an abandoned mall, they chance upon an arcade.
While there, Ellie laments that she can’t play a broken-down cabinet housing the (fictional) fighting game The Turning. As a compromise, Riley calls out combos and moves for Ellie to ‘hit’, who pictures playing out a round of the fighting game in her mind.
In the show, however, that quarter-guzzling history has gone from The Turning to Mortal Kombat 2 – which Ellie says she used to play with a “friend” of hers. Expect that history to be explored at some point this season as Storm Reid is set to play Riley in a future episode.
Tess returns (in a flashback)
In the games, the Capitol building is the very last time we see Tess. No flashbacks, no hallucinations, nothing. In the show, Anna Torv's character pops back in for a 2010-set flashback as Tess and Joel have lunch with Bill and Frank in Lincoln. It's also revealed that Tess has been in radio contact with Frank – an origin we weren't aware of in the game.
Bill's death
This is another of the major changes made by the HBO series. In the game, Bill – on his own – encounters Joel and Ellie in Lincoln, gives them a truck, and he's then left to his own devices in his trap-laden town.
Outside of a quick dialogue between Ellie and Dina in The Last of Us Part 2 – where Dina expresses shock at one man having a whole town to himself – Bill is never mentioned again. Crucially, his fate is unknown. In the show, however, Bill dies by suicide alongside Frank.
The Last of Us continues on Sunday, February 5 on HBO and HBO Max in the US, and Sky Atlantic and NOW TV the following day in the UK. Make sure you never miss an episode by checking out our The Last of Us release schedule and our breakdown of how many episodes are in The Last of Us.
For more from the series, check out our guide to the major Last of Us episode 3 changes from the games and a terrifying look at the Cordyceps fungus.
