The third episode of HBO’s The Last of Us hits pause on Joel (Pedro Pascal) and Ellie’s (Bella Ramsey) trek through the zombie wasteland of Massachusetts to tell us a brief, devastating love story. It’s a stark departure from the video game source material, and, perhaps, one of the more beautiful episodes of television we’ve seen this year.
Bill (Nick Offerman) is a conspiracy theory survivalist who avoids being carted away with the rest of his town by government operation FEDRA by hiding in his bunker. He makes himself a self-sufficient fortress, with booby traps to catch zombies and enough wine to last him for years. But then Frank (Murray Bartlett), an interloper, falls into his trap, and Bill reluctantly offers him a shower and feeds him a gourmet meal. It’s the start of a decades-long love story that concludes in beautiful but devastating fashion when they both take their lives, having grown old in a world where age and time spent with loved ones are rare gifts.
For co-creator Craig Mazin, writing the episode was about showing a relationship that thrives in the darkness of this dystopia, but also presenting the different kinds of love that can exist in this world. “What it came out of was just trying to illuminate the basic theme of what I think this entire show is about,” Mazin says, “which is this dichotomy of people that love to nurture and people whose love is manifested through protection.”
GQ spoke with Mazin, Offerman and Bartlett, to unpack how the episode came to be.
Mazin thought that by episode three of the series—which kicks off with two action and plot-heavy installments—the audience was going to need a moment to breathe. “I wanted to somehow illuminate a little bit of what the time was like between outbreak day and the [present day] in the show, but [I like to do that] through the lens of relationships as much as possible,” he says. While Bill and Frank appear in the game, their roles are much different: Bill interacts with Joel and Ellie, while Frank is only alluded to as Bill’s partner who grew frustrated with confinement, left Bill, and killed himself when he learned he had become infected.
Bill’s section of the game is “very mission based,” Mazin says. “I felt like, well, we had kind of created a mission already.” When he asked the game’s creator Neil Druckmann if he could try something new, the game developer said go right ahead. Through Bill and Frank, Mazin found ways to explore Ellie and Joel’s relationship, looking at two people in this universe who are unalike but need each other. Frank, he imagined, was someone always “at peace with who he was.” Bill, on the other hand, “was not merely closeted in terms of his sexuality. He is closeted in terms of his humanity.” (Bill would have voted for Trump, Mazin confirms.) But Frank brings art into Bill’s world. “I thought celebrating the notion of art was important,” Mazin says. “In a world where you can just get caught up in the value of galvanized wire and gunpowder and all that, here’s somebody saying, ‘I want to make this street look good. I want to paint you. I want to improve the world around us,’ because, as he said, paying attention to things is how we show love.”
Mazin knows that making any sort of alterations to the plot of the beloved game might have fans crowing. He hopes however that this is a big enough leap that it can defy “nitpicking.” “It’s beyond nit,” he says. “It’s so big and so different. It’s its own thing, let’s just hopefully evaluate it and enjoy it on that basis.”
Nick Offerman seemed like a perfect Bill, having played Libertarian, anti-establishment types before. But he wasn’t the first choice. Initially, Mazin was in conversation with the English actor Con O’Neill (who had appeared on Mazin’s previous show Chernobyl) but O’Neill’s schedule on the HBO Max pirate series Our Flag Means Death meant he couldn’t do it. So Mazin turned to Offerman, who he already knew domestically, through his kid’s “Little League” team.
Offerman was also prepared to bow out over schedule woes—and then he read the script. “I said, god damn you, Craig Mazin,” Offerman recalled. He asked his wife Megan Mullally to read it as well. She told him to have fun in Canada. “Megan wants to go on record as taking full credit for me doing this because in our household it was an impossibility and she said with the clarity of purpose of the Greek goddess Hera, ‘You have to do this.'”
Bartlett auditioned in a much more traditional fashion. Though he was known from roles on HBO’s Looking and Netflix’s Tales of the City, the first season of The White Lotus, which made him a household face and netted him an Emmy, hadn’t premiered yet. “[Murray] made me cry just standing there in front of his phone doing his audition,” Mazin says.
Bartlett is, admittedly, not a gamer, but he does have friends who are fans of The Last of Us, and he used some of their knowledge to help invent a backstory for Frank. But he and Offerman had to work quickly. “It was a daunting, challenging month,” Offerman says. “It’s an epic script. Also, the pressure of not fucking up this beautiful piece of writing was huge.”
They threw themselves into the challenge. ”We were both willing to jump in and see what we could mine in the moment and what kind of magic we can find to try and make all these beautiful moving parts sing,” Bartlett adds. The moving parts included aging 20 years over the course of the one-hour episode, and a massive production that involved creating the street Bill and Frank live on from scratch. (According to Mazin, those kind of cute east coast streets don’t exist in Alberta, where they shot.)
Mazin could see how the beats of the story were also reflected in the interactions between his leads. “Nick is straight and there was this kind of nervous I’m doing something for the first time energy there that is hard to fake,” Mazin says. “His commitment to it was extraordinary. You could feel Murray and Frank both saying, ‘I got you, I’m gonna help you through this. I know what I’m doing.’ Those moments between them are real and beautiful.”
The episode is anchored by two pieces of music: Max Richter’s composition “On the Nature of Daylight,” which scores their final day together (which has been used elsewhere in film and TV, most notably in Denis Villeneuve’s Arrival) and Linda Ronstadt’s 1970 hit “Long, Long Time,” the song that bonds Bill and Frank.
In the case of “Long, Long Time,” Mazin knew he needed a song to “suggest terrible longing, the nature of not just unrequited love, but a lifetime of unrequited love, and a kind of surrender to your fate.” It frames a scene where Frank, not quite ready to leave the comforts of Bill’s home, goes to Bill’s piano and finds a book of Ronstadt music. He begins to play choppily, but Bill stops him, taking over for a deeply felt, if not awkward, interpretation of the tune. Frank understands Bill through that performance and they kiss for the first time.
Mazin was hunting for lyrics that would fit the bill when he texted his friend Seth Rudetsky, who hosts Sirius/XM Radio’s “On Broadway.” Rudetsky instantly texted him back with the Ronstadt track.
Before shooting Hoar and Mazin met with Offerman to not just practice the music, but to go through the words of the song, written by Gary White, and unpack their meanings. As they filmed the scene, emotions were “overflowing,” says Bartlett. Offerman’s assessment is more grounded. “I practiced many, many hours of piano and singing [in order] to execute a performance that mediocre,” he says.
When the audience finally catches up to Bill and Frank in 2023, Frank is suffering from cancer, unable to move on his own. He decides he’s going to end his own life on his terms. They will have a beautiful day together and then he will drink a glass of wine with pills and drift to death in his sleep. Bill is resistant but ultimately acquiesces to Frank’s wishes with one detail added— he is also ready to die, happy with the life they have spent together. It’s a sad end for them, but a lovely one too. In a world where families are ripped apart, theirs stay together until the very end.
Mazin was conscious of the “bury your gays” trope when writing, and wanted to acknowledge that to the extent that he could. “My feeling about that trope is that it’s really about gay characters dying so that straight characters can mourn them and improve their lives and move on,” he says. “In other words, gay people are just an instrument for straight people. And this is certainly not the case here. Their relationship is self-contained.” Bill tells Frank that this is not “the tragic suicide at the end of the play,” a nod to Mart Crowley’s seminal The Boys in the Band about a group of gay friends. It’s a wink on Mazin’s part to say he’s aware of the history with which he’s dealing.
Bill and Frank’s finale was one of the last scenes that Offerman and Bartlett shot, and Bartlett said it was like “dessert” for the actors. “We’d been living in those characters for a month, and, to a certain extent, it was all I could do to stop myself getting emotional in that scene, just because it’s so beautiful,” Bartlett says.
Mazin believes that Bill and Frank have a “happy ending,” but he knows their fate will be debated.
“Ultimately, there are going to be people that hate it,” he says. “And that’s okay. This is one where I love it so much, I’m okay with people hating it if they do, because I’m good.”