How The Last of Us’ Bill and Frank Are Different From the Game

Nick Offerman steps into the role of Bill, a doomsday prepper with his own town, in HBO’s The Last of Us – but makes the character completely new.


The following contains spoilers for The Last of Us Season 1, Episode 3, “Long Long Time,” which debuted Sunday, Jan. 29 on HBO.

Unlike most HBO series, the events of The Last of Us are pretty well-known — at least the broad strokes. Fans knew Nick Offerman was playing Bill, who lives in “Bill’s Town” along with his partner Frank. Yet the story viewers get in the TV show is completely different from the arc depicted in the video games.


In the Naughty Dog games, Bill and Frank are meant to showcase how awful the world outside the quarantine zone actually is. Bill is a reprehensible character. He and Ellie fight incessantly, and when Frank is found dead, his last words to Bill are hateful. HBO’s The Last of Us pivots away from that and offers viewers a touching, understated love story about two unlikely characters. Bill’s Town in the games is meant to show why people choose to live in the quarantine zone. The story on the show is less about the town and more about the residents. It flips the message players might take away from the game’s version of this sequence by making Bill’s Town a slice of utopia instead of a disaster.

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In The Last of Us Games, Bill and Frank Are Awful People

In the Last of Us games, Bill is crippled by his fear while being copiously fat-shamed by Ellie. In the TV show, he locks down the town to keep people and infected out alike. Being a survivalist, Bill likely daydreamed about spending the rest of his earthly existence alone when “it” happened. While everything about the town and the circumstances of the partnership Bill and Frank shared is altered, the one detail that remains is Bill’s fear. In the show, the first time he ever felt fear was when he had someone to lose. In the games, he lets Frank leave rather than risk his own safety to protect him.

Frank dies after being infected, but he has time to write a letter to Bill. In the letter he says he “hated [Bill’s] guts,” which crushes him. In the show, Murray Bartlett’s Frank suffers not from infection but a fatal disease. In a world without hospitals and experimental treatments, Frank asks Bill to help him end his pain. Bill does — but he decides to leave the world with Frank. Perhaps he was afraid to face the apocalypse without him. When Bill was shot and believed himself to be dying, he told Frank he’d left instructions. The most important part? Find Joel, a man who survives the end of the world in a way Bill understands. The consummate prepper, he’d never prepared for Frank to die before he did.

On the show there is also a letter — but it’s from Bill and written to Joel. It even contains a line from Bill saying he never liked Joel. This, however, is a lie because Bill then goes on to offer Joel the advice he’d never say in person. Bill encourages Joel to open his heart to that fear, because it’s worth it. The story the episode delivers makes The Last of Us‘ changes from the game worthwhile.

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Why HBO’s The Last of Us Changes Everything About Bill’s Town

Bill in The Last of Us: Part I and Nick Offerman as Bill in HBO's The Last of Us

So much of what Bill’s Town was like in the games is because they were video games. For example, Bill uses infected as part of his defense system; it provides a challenge for the players, which is not needed in the show. The town is also a place for players to resupply and get things they’ll need later. During the sequence in the game, Bill teaches Joel how to make nail bombs for future use. In the show Joel doesn’t even need to be in Bill and Frank’s story, except to establish how he knew about them. This version of Bill and Frank plays better for television.

Instead of stocking up on all sorts of guns and other violent delights, Joel keeps it to just the essentials. But if Linda Ronstadt’s on the radio, it doesn’t hurt to leave it on. That Joel’s relationship with Tess is the tragic mirror to the one between Bill and Frank is just a bonus. Bill’s Town still represents what Joel is trying to avoid, but it’s not living in the quarantine zone. Rather than showing a couple who gave into the wrong kind of fear, The Last of Us gives viewers a lone example of people who still made it work, even after the end of the world.

When Bill drinks the wine mixed with a lethal dose of medication, he proves to be a big, old softie. The show makes Joel an emotionally harder man than Bill, which is good because it foreshadows his eventual softening. Like with Anna Torv and her exit as Tess, the series draws on the talent of Offerman and Bartlett to tell the “same” story in a completely surprising and more fulfilling way.

The Last of Us airs Sundays at 9:00 p.m. on HBO and streams on HBO Max.

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