The Last of Us Recap With Spoilers: “Long Long Time”

Spoiler Warning: This article will contain major spoilers for HBO’s The Last of Us and Naughty Dog’s The Last of Us video game from 2013.

The third episode of The Last of Us picks up with Ellie and Joel in the woods 10 miles west of Boston, likely only hours after the death of Tess. Ellie notices Joel is being cold to her and assumes he’s partially blaming her for Tess’ death. She tells him that he chose to do this for the truck battery and no one forced him to do this, so she shouldn’t be blamed. As much as it pains Joel to hear this, he knows it’s true and agrees with her. The two continue their journey to Bill and Frank’s where Ellie continues to annoy and pester Joel about a bunch of miscellaneous things, but he remains short with her. The two arrive at an abandoned store in the middle of a rural area where Joel reveals he stashed some supplies years ago.

Ellie wanders around the store, spending time looking for anything that hasn’t been picked over and gawking at a Mortal Kombat 2 arcade cabinet. She eventually stumbles upon a cellar where she finds an unopened box of tampons and an infected that is trapped under a ton of rubble and cinderblocks. Ellie approaches it as it growls at her and pulls out her pocket knife before lightly cutting through its skin while it stares back at her. She then drives the blade deep into its head, killing it immediately. Joel finishes grabbing his things and stores his assault rifle in a hole in the floor, noting that there’s not much ammo out there for a gun like this.

On the road again, Ellie questions Joel about how the infection started, wondering who the first person bit would’ve been in order to start the spread. Joel notes that no one really knows for sure, but it was believed to be a result of the cordyceps fungus mutating and contaminating flour, which was in a ton of major food brands. Very easily, it spread to people across 24 hours and on Friday, September 26th, 2003, all hell broke loose and by Monday, “everything was gone.”

Ellie and Joel stumble upon a very old mass grave and Joel notes that when the outbreak began, the government rounded people up and told them they were going to a QZ. If there was no room at the QZ, they took them and executed them because dead people can’t be infected or spread the disease. In the mass grave, a small rainbow blanket and skeleton can be seen.

Bill’s Town

(Photo: HBO)

The show then flashes back to show us a woman holding a baby in the rainbow blanket on September 30th, 2003. A whole town of people are being rounded up as a bearded man named Bill (played by Nick Offerman) sits in his basement watching everything on CCTV cameras. A convoy of military trucks leaves the town and Bill turns on the power in his basement, revealing a giant arsenal of weapons and doomsday prepper-type supplies. He clears his house and yard with a shotgun before smiling, realizing he has his whole town to himself. We then see a montage of Bill going around town breaking into stores, stealing supplies, doing all kinds of maintenance to ensure he has power, building traps, and fortifying the outskirts.

Later, he returns home and cooks himself a delicious gourmet meal and pairs it with a bottle of wine, highlighting the luxurious life he has created for himself unlike the QZs. Four years later in 2007, Bill is still living comfortably in his town, but is alerted to one of his traps being set off. He goes outside the town with a shotgun and finds a man named Frank (played by Murray Bartlett) sitting in a hole, the man notes that he’s trying to make it to Boston because the Baltimore QZ had fallen.

Bill helps Frank out of the hole and tests him to make sure he’s not infected. He points the man in the direction of Boston, but Frank pleads for food. Bill reluctantly agrees to let him bathe and eat in his home on the condition that Frank doesn’t tell anyone about it as to avoid becoming a refuge. Bill prepares yet another gourmet meal and Frank is in total awe since there’s nothing remotely close to it in the QZs.

Frank agrees to leave after his meal, but spots a piano and begins to play Linda Ronstadt’s Long Long Time, much to Bill’s frustration. Bill tells him to stop and seems to indicate the song may hold some kind of meaning to him, leading to Frank to ask Bill to play it himself before he leaves. Bill plays the song, bringing some emotion out of him. Frank asks him who the girl that he’s thinking about is, but there isn’t one. Frank kisses Bill before they head to the bedroom to have sex.

Bill and Frank

(Photo: HBO)

Three years later, Bill and Frank are living together, but it’s not exactly the happiest relationship in the world. They’re very different people as Frank is a gentle person who wants to have a cozy town to live in, but Bill doesn’t care to maintain it. Frank says he wants to keep up appearances because he has made friends with a “nice woman on the radio”, which angers Bill. Joel and Tess arrive to have lunch with the couple, but Bill can’t keep his hand off of his gun out of fear. Tess and Frank leave the table, resulting in a pretty tense conversation between Bill and Joel.

Joel proposes a trade offer, but Bill thinks having more people around will only complicate things. Joel counters by telling him that his fence will only last one more year and he can help him make it more sustainable. Bill ultimately declines Joel’s offer, despite warnings of possible raiders.

It’s now 2013, Bill has stacked abandoned cars in front of the fences, indicating that they have likely been weakened as Joel had predicted. On a morning jog, Frank takes Bill to a small garden of fresh strawberries which he was able to make by trading with Joel and Tess. The two share a sweet moment and Bill confesses that he had never been afraid until Frank arrived. Later that night, a rain storm beats down on the town while a group of raiders to wander up to the gates.

They set off a trap which triggers a set of flame throwers, lighting some of the tresspassers on fire. Frank rushes out of bed and pulls a pistol out of a drawer before finding Bill in a chaotic firefight in the street. Bill gets shot in the stomach and Frank rushes over to carry him inside the house. The traps hold the raiders at bay while Frank attempts to clean Bill’s wound, who is pleading with Frank to leave him behind and call Joel for help. Frank ignores Bill’s pleas as he passes out on the dinner table.

Present Day

(Photo: HBO)

Another ten years go by and it’s now 2023. Frank is now wheelchair-bound and the two have been worn down by time. It is clear Frank is unhappy and unable to muster the strength to even open a baggie that contains his pills or get in and out of bed without struggling. The next morning, Frank asks Bill to give him one last perfect day by getting married. For his final request, Frank asks his soon-to-be-husband to crush up all of his pills and put them in his dinner, ultimately killing him. Bill obliges, despite how much it pains him.

Later that night, the two sit down for dinner and Bill puts a white powder in a glass of wine. Both of them down their drinks, but Frank realizes Bill put the actual crushed up pills in the wine bottle. Bill tells his lover that he’s old and satisfied with his life so far, allowing him to be content with dying alongside his partner. The two go to bed to share one, long sleep together.

Joel and Ellie arrive at Bill’s town and enter his home. They notice that no one is home and things have been abandoned for weeks. Ellie finds an envelope with a truck key and a suicide note, which she reads aloud to Joel. Bill’s note tells Joel that he hated humanity, but found love and gave him something to fight for. The duo search for supplies and Ellie secretly takes Frank’s handgun, despite Joel’s insistence that Ellie not carry a weapon.

As the two get in the truck, Ellie finds a cassette tape and puts it in, prompting Linda Ronstadt’s Long Long Time to play. Ellie’s a bit critical of the song, but Joel takes it in and seems to really admire it. The two drive off into the sunset, leaving Bill and Frank to peacefully rest in their bed together.

Differences Between Game and Show


The third episode of The Last of Us is the first episode in the series to completely stray away from the games. While there have been new scenes and changes in previous episodes, this one features pretty much zero scenes from the game. In the game, Ellie and Joel arrive at Bill’s town which has been breached by some infected, though Bill is able to sustain it. They make their way though the town until they find the man himself, who reluctantly agrees to hook them up with a truck. The trio has to fight their way through the town to find a working vehicle and there’s a big battle in a high school gym with a massive infected monster, which they refer to as a bloater.


Eventually, they stumble into a house where Bill finds Frank’s body hanging from the ceiling. They don’t really reveal too much about their relationship besides the fact they had a big falling out and on his way to leave the town for good, Frank was bitten and decided to kill himself instead of turning. They end up taking the truck Frank planned to use and leave the town, but Bill survives all of this. As far as we know, Bill is still alive within the game’s universe.

The Last of Us will continue to air every Sunday on HBO at 9PM ET. What did you think of the third episode? Let me know in the comments or hit me up on Twitter @Cade_Onder. For more Last of Us content, check out ComicBook and Entertainment Tonight’s new podcast: The Last of Pods. The podcast will include breakdowns of each episode, interviews with special guests from the show, and more. The podcast will release after every episode of the show on Sunday nights.