10 Million Fireflies

The Last of Us Episode 3 ending explained: The tragic short lives of [SPOILERS]

The tearjerker episode didn't include much of Joel and Ellie — until the end.

The Last of Us Episode 3 was a complete departure from the story of Joel and Ellie, finally setting out on their own after Tess’ noble sacrifice at the end of Episode 2. We see the two as they set out to do exactly what Tess told them to do — get to Bill. Fifteen minutes into their journey, the episode turns into an epic flashback detailing Bill’s journey from outbreak day until just a few days before Joel and Ellie arrive.

But just what happened at the end? Here’s everything you need to know.

Warning! Spoilers for The Last of Us Episode 3 ahead. (Seriously, go watch the episode it’s worth it.)

On Outbreak Day, one person in Lincoln, Massachusetts is well prepared. Bill (Nick Offerman) watches FEDRA evacuate the town from his underground bunker, and then he gets to work: getting the gas plant up and running, setting up his generator, and building a whole bunch of booby traps to defend himself.

After a few years, an uninfected person falls into one of those booby traps. Frank (Murray Bartlett) convinces Bill to let him in for a meal, and sparks fly between the two. Before they know it, it’s a few years later and they’re inviting some smugglers from the Boston QZ over for a lovely picnic lunch.

Frank makes himself at home at Bill’s.


Bill and Frank build a life together that almost looks normal — they fight with each other, they fight off Infected, and they fight for each other. In 2023, they’re both old men. Frank is emaciated from what appears to be cancer, and Bill is still taking care of him day in and day out. Bill treats the disease with pills, but when they run out, Frank decides he’s had enough.

He asks Bill to spend one last day with him. They’ll go down to the boutique and dress up nice, get married to each other, have a great dinner together, and then Bill will put painkillers in Frank’s wine (interestingly, the same painkillers Joel sold in Episode 1) and they’ll fall asleep together.

Bill protests at first but then decides to follow through with Frank’s wishes — they have a lovely day together, and then at dinner, Frank has his wine ... and Bill downs his one glass. He reveals that he put enough painkillers in his to kill him too, as he doesn’t have much to live for without Frank. They settle in bed together and, presumably, die in each other’s arms.

Bill and Joel became friends — as much as guys like Bill and Joel can be friends.


When Joel and Ellie reach Lincoln, it’s a few days later. Joel and Ellie find a letter from Bill saying what happened. “I used to hate the world and was happy when everyone died,” he writes. “But I was wrong. Because there was one person worth saving.” He bequeaths everything to Joel, telling him to use his guns to keep Tess safe.

It’s only then that Joel shows his grief not only for Tess but for Bill and Frank. They explore his underground bunker and stash, revealing why Joel’s radio played Depeche Mode at the end of Episode 1 — if the timer’s not reset, then a distress signal is automatically broadcast. Now, Joel has only one option — take Ellie in Bill’s truck to Wyoming and try to find his brother, a former Firefly. Hopefully, he’ll have an idea what to do next.

The Last of Us Episode 3 is now streaming on HBO Max.

Related Tags