The Last of Us, so far, has been a fairly good adaptation of the show. The first episode took some swings with the opening backstory, but the second episode was almost entirely ripped straight from the game. Episode 3, however, is a huge departure from what the game has in store for Bill.

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That's the promise viewers are left with at the end of episode 2. Ellie and Joel are going to meet Bill who will presumably help them toward the Fireflies' base. How exactly did this episode of The Last of Us change things and are there any good quotes to remember from it?

There will be spoilers for episode 3.

8 “You Ask A Lot Of Goddamn Questions.”

Ellie looking at a zombie in episode 3 of The Last of Us

Joel is slowly learning that Ellie is a young teenage girl who has never experienced the world before. So, she rightfully has a lot of questions but he isn’t in the mood for talking. He just lost Tess in the previous episode and is unsure how to go on.

It’s a dynamic that is close to the video game, but Joel will warm up to Ellie eventually and answer all of her “goddamn questions.” Ellie just has to give him time to grieve for Tess.

7 “Dead People Can't Be Infected.”

Ellie and Joel in episode 3 of The Last of Us

Episode 3 is an important one because it reveals how the virus spread so fast. Joel explains to Ellie that it didn’t spread with just a bite. The Cordyceps got into common food supplies. People ate the food Thursdays and then all hell broke loose the following day on Friday.

He then shows Ellie a grave by the side of the road where a bunch of bodies were dumped after soldiers shot them. Joel tells Ellie that they weren’t infected which paints a grim picture of the current government.

6 “Arby's Didn't Have Free Lunch.”

Frank in episode 3 of The Last of Us

After that speech from Joel, things rewind in time to 2003. This is when viewers first get to meet Bill, played by Nick Offerman who many might know from Parks and Recreation. There’s a montage of Bill involving prepping his town to be the ultimate fortress. Then, one day, he investigates one of his traps to meet Frank.

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Frank is hungry and wants food, but Bill says he doesn’t want to feed one bum to then spread the news that he has free lunches like Arby’s. That’s when Frank has this great retort that they never did.

5 “Currently Nothing.”

Bill in episode 3 of The Last of Us

What was valuable in 2003 before the pandemic is no longer valuable in the current state of The Last of Us' universe. Frank is excited when he sees Bill’s piano and asks if he knows how much it is worth. Bill rightly says “Currently nothing” because that is the truth.

A world filled with infected zombies via mushrooms has no place for pianos or fancy things. Still, the scene is beautiful wherein Bill starts playing "Long Long Time" by Linda Ronstadt, which is also how the episode ends via Linda Ronstadt on a tape in Bill's truck.

4 “Can You Not Please?”

Joel and Bill in episode 3 of The Last of Us

After Bill and Frank meet up, things flash forward to 2007 where they then meet Tess and Joel. They’re having a lovely dinner on the lawn, but Bill has his gun trained on Tess and Joel the entire time. Embarrassed, Frank asks Bill to lower his gun, but Joel gets it. He knows people have to be cautious in a post-apocalypse.

The episode ends with a heartfelt letter from Bill explaining to Joel that they were a lot alike. They both don’t like or trust people, but they’re the type of people the world needs. They’re the protectors of those that deserve saving.

3 “I Was Never Afraid Before You Showed Up.”

Bill firing a gun in episode 3 of The Last of Us

Being afraid of getting bitten by a zombie is bad enough. Imagine having to live in a world devoid of your favorite foods though. Common ones too like strawberries. Then imagine if, after years of waiting, you got to enjoy strawberries again.

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That’s the sensation Bill and Frank got to experience in episode 3 when their strawberry garden blossoms. This is also when Bill says this line about not being afraid before Frank shows up. He means having Frank gives him a reason to be afraid because he wants to protect him.

2 “From An Objective Point Of View, It's Incredibly Romantic.”

Frank getting rained on in episode 3 of The Last of Us

The backstory between Franky and Bill is all implied in The Last of Us game. The end is where things differ dramatically. Frank has cancer of some sort, so he wants sot to commit suicide because it is too much pain to bear.

Bill agrees, secretly knowing he was going to drug himself as well so that the two of them could die together. Frank is not happy at first, but then he acknowledges the romantic gesture. Some fans may not like the change, but it’s a sweet way for one of this universe’s best gay characters to go out.

1 “There's A Wall Of Them.”

Ellie in episode 3 of The Last of Us

This line was said by Ellie when she and Joel are looking through Bill’s bunker. She’s pointing to a wall of guns and is mad at the fact that Joel will not let her have one. Joel was hard on her about guns in the game as well, but he eventually softened.

This was done in the game to make it more challenging for players because if Ellie had a gun early on, players could have relied more on her to take infected people out. In a TV show adaptation, it makes less sense for only one survivor in a two-survivor team to know how to use weapons.

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