The Last of Us episode 3 review and recap: The first best TV episode of the year

Nick Offerman as Bill in The Last of Us episode 3 on HBO
(Image credit: Liane Hentscher/HBO)

Now that it's aired, I think it's finally safe to say it bluntly: The Last of Us episode 3 is the best TV episode that's aired in a very long time. But in an interesting bit of news, this episode was originally a lot longer: there's a The Last of Us episode 3 director's cut out there, somewhere, that's two hours long. So, clearly, this episode also deserves praise for its restraint.

A complete change of pace from the first two episodes (read my The Last of Us episode 1 recap and TLOU episode 2 recap if you need a refresher), this third episode of The Last of Us takes a notable bit of the game, and expands it to a full story.

This is one of the four episodes I saw in advance of writing my The Last of Us review, and it's ... well, this is the spoiler-free section of the article. So, all I'll say up here is that this episode convinced me to start a "best TV episodes of 2023" list.

But don't scroll down before you watch The Last of Us episode 3 online (trust us, this HBO Max show is to be seen first, and not read beforehand). That's what happens when you've got one of the best HBO shows in a while.

The below contains a detailed recap of The Last of Us episode 3, so there are spoilers. 

An image indicating spoilers are ahead.

The Last of Us episode 3 review and recap: Three became two

Our weary travelers, having lost Tess who valiantly sacrificed herself at the end of The Last of Us episode 2, are at a creek 10 miles west of Boston to start off this week. Joel's soaking his hand, which is still bloody and sore, possibly from beating the soldier to death at the end of episode 1.

Bella Ramsey as Ellie in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

Ellie offers Joel his jacket, to no response. He's still mourning Tess in his own way, but she's making enough small talk about being in the woods for both of them. Then, once he snaps at her, Ellie pushes back — pre-emptively telling him to not blame her for this trip. It's not her fault they took her. Joel gives a slight nod, and the two are off on a five-hour hike to Bill and Frank's. They go through scenic wilderness, to meditative music, and Joel reveals that Frank is the nice one of the pair. 

Ellie examines the body, like Sid messing with a figure in Toy Story, before stabbing it in the head.

Banter about Joel's bruise follows, and Ellie asks if Joel sucks at shooting or "life in general." Showing a sense of humor for once, Joel takes the latter option. He then doesn't even let her finish an ask for a gun. In a scene straight out of the games, the two scavenge in a Cumberland Farms. 

Ellie delivers a passionate ode to Mortal Kombat's Mileena while Joel fails to find the stuff he left. Then, finding the rarest video game loot (tampons), Ellie lets out a "f**k yeah!" before she happens upon a pinned-down infected. She then examines the body, like Sid messing with a figure in Toy Story, before stabbing it in the head.

A closeup of human skeletons in a field with (L to R) Bella Ramsey as Ellie and Pedro Pascal as Joel in the background in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

On the road, Ellie and Joel happen across the remnants of a crashed plane (this was the first shot of the game that was released), and she's impressed he got to enjoy air travel, a part of history not available to her. Ellie then has too many questions about the origin of the Cordyceps pandemic, and her frustration with her own education gives Joel a moment to educate with the version of the story (tainted food) he's learned. 

Ellie talks her way into seeing something she shouldn't: a veritable graveyard's worth of skeletons. Joel tells her about evacuations where people were told they were going to a quarantine zone — but there wasn't enough space for all. When Ellie notes that these people weren't sick before they were killed, Joel grimly states "Dead people can't be infected." Ellie somberly shudders and nods.

The Last of Us episode 3 recap: Back in 2003

On Sept. 30th, 2003, an evacuation is happening in a small town, as a cop spraypaints a red X over a front door. Security cameras monitor the surroundings, and we see Bill (Nick Offerman), though we don't know that's his name yet. Carefully observing the soldiers combing his property from below, Bill quietly says "Not today you new world order jackboot f**ks" in a way that screams "what if Ron Swanson got to curse?" 

Bill looks and acts like a feral Ron Swanson, it's perfect.

Townspeople are driven away, Bill watches it all, and we discover Bill's bunker is full of guns, ammunition and acid, while his home has a ton of wine. He's even wearing a gas mask as he combs the perimeter with a shotgun and a bandolier of ammo. After removing the mask after thinking he's safe — and observing a rotting banana in a garden — Bill almost smiles, and he's off to the market. 

Driving around in his truck, Bill takes someone's speedboat to use as his extended cargo bay before taking all the gasoline he can, and then pilfering a home depot. He even steals heavy duty electrical equipment from a nearby plant that he sets up as a home generator. Bill looks and acts like a feral Ron Swanson, it's perfect. He even harvests all the wood he needs from local trees before setting up a ton of traps. Mid-supper, a buzzer interrupts Bill's meal, and we learn he's got a series of traps to automatically take out any infected (or humans) that trespass. "It doesn't get old," he says, signaling this is far from his first trophy. 

Nick Offerman as Bill in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

Then, four years later, we watch Bill continue to DIY the town up to his own specs, as Cream's "White Room" blares. Another buzzer hits, only for Bill to need to go outside to see who (or what) fell into one of his traps. Outside, Bill hears Frank (Murray Bartlett) yell he's not infected, and Frank quickly proves a talkative fellow. He's alone, having lost 9 compatriots from the Baltimore QZ. After testing him to confirm the lack of infection (Bill lives by Fox Mulder's "Trust No One" motto, it seems), Bill directs Frank to Boston — but he begs to have a meal, not having a meal in two days. After a quick discussion about the Arby's business model, Bill lets Frank into his house, for a shower and a meal. 

In a moment surprisingly full of emotion, Bill brings a change of clothes for Frank, who interprets it as a "you've used enough water," and asks for five more minutes. Bill says that's OK, and Frank is overjoyed with the shower, Bill looks at the door as if he has a lot to say. Waiting for dinner, Frank notices how the home is in a serious dusty way, and in need of some tidying (but says nothing). Bill comes in with a well-plated dish and places it at a specific angle. Murray, eager to eat, grabs his utensils, adorns his lap with the napkin, rotates his plate off the angle that Frank put it at and digs in.

(L to R) Nick Offerman as Bill (seated at a piano) and Murray Bartlett as Frank in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

Frank, loving the meal, notes that Bill is a man who knows to pair rabbit with a Beaujolais. Bill says he knows he doesn't look like such a culinarily-refined man, but Frank says he does. At the end of the meal, Frank goes to Bill's 1948 piano before he leaves. After sorting through Bill's mothers song books, he pulls out The Best of Linda Ronstadt and tries his best to sing and play "Long Long Time." Failing to do so to Bill's standards, Frank offers the floor to his host, who plays a touching rendition of the song, singing:

"Love will abide, take things in stride
Sounds like good advice
But there's no one at my side
And time washes clean
Love's wounds unseen
That's what someone told me
But I don't know what it means
'Cause I've done everything I know to try and make you mine
And I'm gonna love you for a long, long time"

After a pregnant pause, Frank asks who the girl he was singing about was. Bill says "there's no girl." Frank replies, "I know." The two share a deep embrace of two people who are starved for affection, Frank asks his host's name, and Bill complies. Frank gets Bill to shower, and Bill joins his guest in bed thereafter. These moments are all treated with the nervousness of a first time in a long time, and you see Bill's vulnerability, as he's kept himself curtained off from society and is almost scared of this kind of contact. And then Bill reveals why he's so fragile and scared. This is his first time with a man.

In bed, before Frank continues, he tells his host that he won't leave immediately afterwards. Or as Frank so perfectly puts it, he's "not a whore." The two kiss, and right before things go beyond that, we jump cut to 3 years later.

The Last of Us episode 3: Not-quite-married life

Frank and Bill barge out of the house at odds. Frank sees their pairing as very ... at-odds. He wants the town and house to be organized and tidy, and Bill lives in a world where the government have always been Nazis. After an ultimatum, Bill asks for a reason, and Frank explains that showing care to things and keeping them clean is how he shows love, saying "just let me love it the way I want to." Those things include the local wine shop, furniture store and clothing boutique. 

Frank reveals that he plans to bring other people into their world, and they will be guests. Bill doesn't believe that this is possible, and Frank reveals he's been talking to "a nice woman" on the radio. After Bill yells in surprise (a fantastic moment in an episode filled with them), we learn that friendly lady is in fact Tess (Anna Torv). Surprise! In a fantastic move, Torv returns in the episode following Tess' death, in a great scene where Frank and Tess get along at a dinner, while Bill can't help but hold his gun at the dinner table. He and Joel are clearly similar spirits, and not similar to their more-friendly halves. This scene, where Joel is a normal person at dinner, is a completely new look for the character so far.

Nick Offerman as Bill in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

Bill and Joel get along sightly, but Bill says they're sufficient, and don't need people complicating their lives. Joel warns Bill that his fence is not going to last, and says he can get him the supplies he needs to fix it. To last the rest of Bill and Frank's lives. On their way out, Frank reveals his schema for sending radio signals — so he's the one who came up with the plan that music from different decades means different things.

After Joel offers more help, and warns of future dangers, Bill says "We'll be fine."

The Last of Us episode 3: Bill and Frank getting older

Three years later, Bill can't keep up with Frank on a jog around the neighborhood, but Frank asks for one more lap before he shows Bill a surprise. It turns out Frank's built a garden thanks to a packet of seeds he got in exchange for one of Bill's (little) guns. Frank plucks strawberries out of the ground, the couple practically toast them, and Bill's giggling with delight while savoring the taste. 

After Frank holds his hand, Bill says he's sorry for aging faster than Murray. But Murray's OK with it, because they're still alive. Bill then drops one of the best lines up the episode: "I was never afraid before you showed up." The two embrace, but Frank stops them from crushing the strawberries. On a rainy night, an army of vandals invade the compound, setting off all of Bill's traps. 

Murray Bartlett as Frank in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

After a big action set piece with flames, gunfire and general all-around chaos — the stuff that people expected from The Last of Us — Bill's shot and Frank brings him inside. All looks like it's lost, Bill speaks as if he's going to leave Frank on his own, telling his partner to "call Joel, He'll take care of you." The two are hand in hand as we fade to black, as if Bill's dying.

Frank recalling a years-old argument, says "love me the way I want you to."

Except that's not at all what's happening. We cut to 2020, and now Bill's wheeling Frank into their house. Their hair is now far more salt than pepper, and Frank's suffering from some condition, as evidenced by his inability to paint. He and Bill share a look, and over dinner, Bill has to remind Frank to take his pills, which he dutifully arranges for Frank. Bill then carries Frank up the stairs for bed, tucks him in, and they kiss each other on the cheek before bed. Aging isn't graceful, but they have each other.

But Bill wakes up to Frank, who managed to get himself out of bed, to the bathroom and back into his wheelchair on his own. Bill worries after Frank possibly injuring himself, but Frank stops the debate by saying it's his "last day." He's made up his mind, and teary-eyed, he tells Bill that he's had many good days, but wants one more — starting with toast, then a trip to the boutique for new outfits (Frank's choice for both of them), then their marriage, followed by a delicious dinner where Frank will drink wine spiked with pills that will send him to his grave.

And this ending for the two may prove controversial to the folks who played the game. The Bill and Frank story in The Last of Us is more of a cautionary tale of the risk you take when you give your love to someone else.

Bill says he can't, but Frank asks Bill if he loves him. Bill, of course, says "yes." Frank recalling a years-old argument, says "love me the way I want you to." A montage of Frank's last day shows they took time to look at some flowers and a hole in the ground for a grave has seemingly been opened.

Back at the house, Bill and Frank have a serene exchange of rings, while we can't hear what they say. Dinner is served, and the pills are crushed and spun into Frank's glass. 

The Last of Us episode 3 review: An upgrade that makes for a needed reprieve from sadness.

Before Bill can explain what he's done, Frank realizes that Bill's pilled his own wine too. It's all far more romantic than one expected from The Last of Us, and a scene that I'm very happy exists. And this ending for the two may prove controversial to the folks who played the game. 

The Bill and Frank story in The Last of Us is more of a cautionary tale of the risk you take when you give your love to someone else. In the game Frank gets infected, and Bill suffers for it. The TV show's version is a rare (at least these days) story of a gay couple who get to love each other and their ending isn't tragic and surrounded in bigotry. Instead, they get to share a loving goodbye. After Tess and Sarah's deaths, The Last of Us needed a loving romance, and one that had a sweet ending.

As if to declare the authors' intent, Bill says "this isn't a tragic suicide at the end of the play. I'm old. I'm satisfied, and you were my purpose." Frank does not support this decision, and while he should be furious, he admits it's "terribly romantic." The two laugh, and go to bed for the last time.

The Last of Us episode 3: Joel and Ellie arrive too late

The last act of The Last of Us episode 3 shows that this series seemingly loves to kick Joel when he's down. Joel and Ellie enter Bill and Frank's house long after the two have passed, as evidenced by candles that have created puddles of melted wax. While Ellie's busy with a letter and a key left for them, Joel knocks on the bedroom door, and we don't see what he sees.

The letter, addressed "to Whomever, but probably Joel," explains their passing. Bella Ramsey's delivery of the letter is remarkable, especially how Ellie manages to do Bill's laugh. She manages to replicate Bill's humor from the letter, and delivers a message about how he used to hate the world, but found purpose in saving Frank. When she reads about the weapons, and then stops after "use them to keep," Joel takes the letter and sees that the sentence ended with "Tess safe."

Pedro Pascal as Joel in The Last of Us episode 3 on HBO

(Image credit: Liane Hentscher/HBO)

Joel goes down to the basement, finds all the guns — and the equipment to make a car battery. He comes back up, checks Ellie's wound and says he'll take Ellie out to Tommy, who used to be a Firefly. After Ellie asks about Tess, Joel says there are four ground rules for continuing: never bring up Tess, keep backstories to themselves, keep her immunity a secret and to follow his orders. 

The two find what they can, and Joel refuses to let Ellie take a gun from the bunker. Ellie finds that the house has hot water, and acting as the Frank (caring about how things are), demands they both shower. Upstairs, though, Ellie (finally) finds her own gun.

Upon seeing a cleaned up Joel, Ellie slyly riffs "Why don't you look pretty?" And Joel tells her to shut up. The two get into the truck full of supplies, she's amused by all the mirrors — it's her first time in a car, Joel even has to explain seatbelts — and they're off. 

That excellent 75-minute episode is the kind of offering that will leave audiences wanting more. Sure, the 2-hour The Last of Us episode 3 director's cut could have been better, but there's always the risk that making it longer would make the moments matter less. That said, we want the director's cut to drop online. Now. 

Once you're done with the next episode, read our The Last of Us episode 4 recap and review to see what we thought of the next leg of the journey.

Henry T. Casey
Managing Editor (Entertainment, Streaming)

Henry is a managing editor at Tom’s Guide covering streaming media, laptops and all things Apple, reviewing devices and services for the past seven years. Prior to joining Tom's Guide, he reviewed software and hardware for TechRadar Pro, and interviewed artists for Patek Philippe International Magazine. He's also covered the wild world of professional wrestling for Cageside Seats, interviewing athletes and other industry veterans.