The Last of Us Show Creators Explain Why They Made Big Changes to Bill and Frank’s Story

Warning: The below contains full spoilers for Episode 3 of The Last of Us, which aired on HBO on Jan. 29. If you’re not caught up, check out our spoiler-free review of the first first season here.

The third episode of HBO’s The Last of Us marked its biggest deviation from its video game source material yet, giving a standalone installment for side characters Bill and Frank and changing their story in the most drastic – and most achingly romantic – of ways.

In the game, Bill and Frank were defined as “partners,” although it was never made clear whether they might be just partners in surviving the apocalypse together or romantic partners. After getting tired of Bill’s ways, Frank leaves him and Lincoln, the town in which they spent 20 years together. Frank’s story has a tragic end, as he takes his own life after getting infected and leaves a note for Bill that reads, “I guess you were right. Trying to leave this town will kill me. Still better than spending another day with you.”

But the show changes that almost entirely, leaving Ellie and Joel for a bit to give us an episode devoted to telling Bill and Frank’s love story. It charts their relationship from beginning to end, which starts after Bill (played here by Nick Offerman) finds Frank (Murray Bartlett) stuck in one of his traps, and still ends with Frank deciding to end his own life. But it’s not because he was infected; it’s because he’s succumbing to a terminal illness, and chooses to go out on his own terms. He asks Bill to lace his glass of wine with sleeping pills, and Bill does as he’s told… making himself a laced glass of wine as well, as he can’t bare to imagine life without his lover.

Before all that happens, the series gives us glimpses into their relationship throughout the years, including their most romantic of highs and the realistic frustrations of any romantic partnership living out 20 years together in the apocalypse. Showrunner Craig Mazin and game creator and show executive producer Neil Druckmann spoke to IGN about the gut-wrenching episode, explaining why they chose to tell a story about two people who found love in a hopeless place.

“When we got to this part in the season, Craig brought up a really interesting point which is… there’s a lot of examples of things not turning out well for people, and often those are reflections and cautionary tales for Joel of ‘here’s what you stand to lose,” Druckmann says. “It was, what if we show them what you could stand to win?

“But in a way, it’s also still a warning sign for Joel of especially on the heels of losing Tess at the end of [Episode 2]. In the TV show we could leave our main character’s perspective, which in the game we’re very much adhered to purely Joel or purely Ellie. Here, we could see what happened with Bill in the outbreak. And then what was it like to meet Frank and fall in love with Frank and grow old with Frank, and then the full cycle of love and living together with someone and experiencing loss, but loss is tinged with happiness of having lived a full life filled with love.”

“It’s also still a warning sign for Joel of especially on the heels of losing Tess.

“I think it is a happy ending,” Mazin adds. “I think we tend to view death as failure, particularly in when you’re talking about playing a video game. It is literally failure. And for our show so far, there’s been some brutal moments where Joel has failed or at least perceives that he’s failed: he failed his daughter, he’s failed Tess, and he’s certainly feeling that weight at both the beginning and end of this episode.”

Notably, Joel and Ellie do find a note when they make it Bill and Frank’s house in Lincoln after the latter two have died, but it’s not like Frank’s vindictive one in the game. Instead, it’s from Bill, and it motivates Joel in a way that’s crucial to the course of the show.

“I’m particularly happy about the way Bill.. has managed to inspire Joel to take Ellie west,” Mazin says. “He’s given Joel this posthumous instruction that men like you and me are here for one reason, to protect the people we love, and God help any motherfuckers who stand in our way. And it’s hard for Joel to say, ‘Well, it didn’t work with Tess, but now what am I supposed to do? Stop being who I am? This is legitimately why I’m here.’ And so it’s the happy ending and Bill’s understanding of who he was as a human being that inspires Joel to do the right thing here. The question is that is it always going to inspire Joel to do the right thing? We’ll have to wait and see.”

In addition to being an unusually hopeful look at The Last of Us’ bleak world, Episode 3 is significant for another reason: being, hands down, the biggest change from the source material yet. It’s not the only change, of course – for example, the series has swapped spores for tendrils as the way infected spread the pandemic – but it does give us just about an entire episode of story that wasn’t in the game.

Druckmann explains that they never approach their changes from the perspective of “okay, it’s time to really surprise people familiar with the game.” “It’s more like, where are we at with the story and what’s the best chapter we could tell right now that will speak to the themes of love and help raise the stakes for what Joel and Ellie stand to gain or lose if they succeed or fail on their journey? That was the beginning point.”

“And then we had some early conversation of wanting to see Frank because we had this opportunity to go back, but then Craig came to me with a pretty complete pitch of what this story could look like, and I fell in love with it,” he goes on.

“I think it speaks to the kind of process that Craig and I have, which was always being open to new ideas.

Druckmann admits that he might’ve said “fuck no” to these kinds of changes to his characters a few years ago, but “I think it speaks to the kind of process that Craig and I have, which was always being open to new ideas and then assess and then do math homework. Do the math of, what does this give us? How does it affect the rest of the story? Are we better in this version of the story, in this other medium, or are we worse? If we’re better, we should embrace it fully. And this was such a beautiful story. It was very easy for me to say, ‘Let’s do it. Sounds amazing.’”

Mazin praises Druckmann for his openness in making changes to his beloved source material: “He, it seemed to me, always understood this would be great to see on television and the world that he created with the script he wrote for the game… As far as I’m concerned, it’s complicated enough and it’s broad enough and interesting enough and philosophical enough to be flexible to change in [how] it is adapted into a different medium.

“I hope that fans of the game see how much love we put into it and also feel what we feel, which is that it’s still within the DNA of The Last of Us. It’s a parallel universe, but it’s also a shared universe.”

For more on last night’s heartbreaking episode of The Last of Us, check out IGN’s review, which hails it as a 10/10 masterpiece.

Alex Stedman is a News Editor for IGN, overseeing entertainment reporting. When she’s not writing or editing, you can find her reading fantasy novels or playing Dungeons & Dragons.