"I was never afraid before you showed up."
— Bill
Ellie and Joel are traveling outside Boston en route to the home of Bill and Frank, acquaintances of Joel and Tess. They stop at an abandoned convenience store, where Joel tries to find equipment he had stashed some time ago. Ellie finds a stalker stuck under a pile of rubble in the store basement, which she plays around with before killing it. After Ellie keeps going down the road even after Joel insists on a detour, they come upon a mass grave of people who were killed by FEDRA. Joel explains that if QZs were full, FEDRA would execute evacuated refugees like these to prevent them from becoming hosts for the fungus.
Twenty years ago, that same group of refugees is herded up by FEDRA soldiers on a suburban street. In a hidden bunker beneath one of the nearby homes, a loner survivalist named Bill watches via security cameras, grousing at the "New World Order jackbooted fucks" searching his house. Once his neighbors have been driven away to their fate, he emerges and gleefully begins collecting supplies for himself from around the abandoned town, eventually building a self-sustaining and protected hamlet.
Four years later, a survivor named Frank, fleeing the collapse of the Baltimore QZ, finds himself in one of Bill's traps. Despite his suspicions, Bill allows Frank in his home, cooking him a fine dinner and sharing some wine. The two eventually bond over the finer things in life, culminating in Bill performing a piano rendition of "Long Long Time" for his guest. Noticing his strong emotions during the performance, Frank asks what girl he was thinking of, to which a nerve-wracked Bill answers there is none. Realizing the unspoken confession, Frank embraces the now-tearful Bill, and not long after the two sleep together.
Some more years after that, Frank (now Bill's live-in partner), has an argument with Bill about the upkeep of the town; Frank wants to beautify the area and restore some of the abandoned stores, which Bill reluctantly agrees to... but he strongly objects when Frank mentions having invited a woman he spoke to on the radio over for lunch. Cut to a nice meal with Joel and Tess, discussing the potential for a long-term barter deal. Joel cautions Bill that while they may be safe from the infected, his fortifications will need to be strengthened against raiders. His prediction comes true — sometime later, a group of attackers dies to the fiery traps Bill has set up around the perimeter, but not before shooting Bill in the gut.
Ten years later, Bill helps Frank (now in a wheelchair due to an unnamed illness) around the house. Frank gently tells Bill that he's decided that today will be his last day, and asks him to help him commit suicide. At Frank's request, a heartbroken Bill "marries" him and shares a final meal with him. Upon taking the wine containing crushed pills, Frank realizes that Bill also spiked his own wine. Bill tells him that he is content with dying alongside him, as he sees no purpose in living alone. The two retire to the bedroom one last time.
In the present day, Joel and Ellie enter the home. Ellie finds a letter from Bill addressed to "whomever, but probably Joel", where Bill informs Joel of his fate. He leaves all his equipment to Joel and encourages him to use it to protect Tess, noting that they are alike in their stubborn determination towards their loved ones. Joel takes Bill's old truck and he and Ellie set out towards Wyoming, where he hopes to find his ex-Firefly brother Tommy.
Tropes in this episode include:
- Adaptational Expansion: Almost none of this episode happens in the game. The bulk of its runtime is dedicated to Bill and Frank's love story, which is only ever alluded to a few times directly and only really confirmed in the letter you can find with Frank's hanged body. It also ends on a much better note; in the game, Frank ended up getting sick of Bill's paranoia and shitty attitude and left him, whereas here they remained in love for sixteen years and committed suicide together.
- Age Lift: By the time the story catches up to The Present Day, Bill is much older than he was during the equivalent point in the game.
- Analogy Backfire: Bill refuses to give food to Frank, saying that he'll tell all the other bums about it, and "this is not an Arby's." Frank replies that Arby's is a restaurant, and didn't give out free food, either.
- Artistic License – Geography: At the beginning of the episode, Joel and Ellie are camping in a mountainous wooded landscape that appears to be located further west than 10 miles from Boston.
- A-Team Montage: A lengthy montage of Bill stocking up on items and securing his home against raiders and infected.
- Awesome, but Impractical: Joel's assault rifle is this in the specific context of the show. If he had a consistent source of ammo for it, it would be an extremely powerful weapon against any enemies he and Ellie encountered on their journey. As it stands, it's of no further use due to a lack of bullets and is an extremely heavy burden to carry.
- Bait-and-Switch: Bill apologizes to Frank for "getting old faster" than him. Then Bill gets shot. Both of these imply that Frank will eventually start having to care for Bill. After a Time Skip, however, Bill is still spry, but Frank has succumbed to an unexpected, degenerative illness.
- Big "WHAT?!": Bill lets out a loud "What?" after Frank reveals he's invited over a woman he met over the radio for lunch, who turns out to be Tess.
- Booby Trap: Bill has set up a lot of those around his property, to keep away both infected and any human invaders. This is also how he meets Frank, since he has fallen into the hole of one of Bill's traps.
- Book Ends:
- Bill and Frank's final meal is the same one they ate on the day they first met. They even rotate Frank's dish back and forth just like the first time.
- This episode ends in a very similar manner to episode one, but with contrasting meanings. Episode one ends with an initial shot of an open window as a radio starts playing 80s music (a signal something bad has happened), before moving outside into a desolate city overgrown and filled with danger. This one ends with Joel and Ellie, driving away into the sunset with the radio turned on to 70s music ("new stock") as the camera slowly recedes into Bill and Frank's final resting place.
- Bottle Episode: This episode focuses on the story of two minor characters from the game in one place, requiring a minimum of CGI or action sequences, and very little of the main cast.
- Breather Episode: After two episodes of fungal terror and heartbreak, this episode is a (mostly) action and horror-free affair, instead focusing on the romance between Bill and Frank.
- Bury Your Gays: Defied by Bill."This isn't the tragic suicide at the end of the play. I'm old. I'm satisfied. And you were my purpose."
- Call-Back:
- When Ellie asks how the pandemic started, Joel says that his best guess is that the cordyceps fungus mutated and got into a key foodstuff that was sold all over the world, such as flour, cereal, or pancake mix. Back at the beginning of the first episode, the start of outbreak day began with the Miller family not being able to have pancakes for breakfast because they ran out of the mix. In episode two, the grain explanation was shown to be correct, with Professor Ratna even noting it was the perfect substrate to spread.
- In Bill's basement, Ellie discovers that the computer is broadcasting 80s tracks over the radio. Joel explains that the system automatically broadcasts 80s tracks over the radio if Bill doesn't check in after a certain time, which explains why Joel's radio picked up an 80s song at the end of the first episode.
- A minor example, but Joel says the wiring on Bill's fence doesn't have much time left, and that he can get Bill aluminum spools that would last a lot longer. This isn't just survivor knowledge; he'd know this from working in construction before the fungus hit.
- Call-Forward: Shortly before Joel warns Bill about the threat of raiders, Frank and Tess can be heard coming up with the music-based code that Ellie discovers in Joel's apartment.
- The Cavalry: Deconstructed: Joel explains that in the very early days of the outbreak, FEDRA rounded up and evacuated the general population of the smaller towns to the relative safety of the quarantine zones — but there wasn't nearly enough room or supplies to support everyone, and a choice had to be made about what to do with so many excess people...
- Change the Uncomfortable Subject: Joel pointedly tells Ellie that he does not want to bring up Tess anymore, following her Heroic Sacrifice.
- Chekhov's Skill: Joel is established to be in construction in the first episode. In this episode, he uses his knowledge to accurately assess the needs of Bill's compound to convince him to become a trading partner.
- Cold Equation: At least in the Boston area, FEDRA was faced with a vast number of refugees from nearby small towns who couldn't be taken into the Quarantine Zone because there simply wasn't room (and presumably resources) for them all, and couldn't be left as they were because there was a possibility they could be infected in the future and spread the fungus. Going by the cold hard fact that the fungus needs living hosts, the majority of the refugees were shot outright.
- Comically Missing the Point: Bill tries to get Frank to go away and refuses to give him food at first, claiming that he is "not an Arby's." A confused Frank then points out that Arby's was a restaurant where you had to pay for food.
- The Commandments: Once it's become clear that Joel is the one who has to escort Ellie to the lab himself since Bill and Frank are gone, he lays out the ground rules for her to follow regarding their dangerous journey ahead:
- Rule 1: You don't bring up Tess. Ever.
- Rule 2: You don't tell anyone about your condition.
- Rule 3: You do what I say when I say it.
- Commonality Connection: Joel tells Bill that he understands him being wary of him and Tess, and that he would feel just as uneasy if the roles were reversed. In his suicide note, Bill even says that while they weren't really friends, he thinks of Joel as a kindred spirit in that regard.
- Cozy Catastrophe: Bill spends the first days after the town is evacuated ensuring he'll have this, gathering fuel for an industrial generator and other uses while the power is on, restarting the local natural gas station to keep gas flowing to his house, setting up a sizeable farmstead and an incredibly thorough barricade system. Thanks to these preparations, he and Frank are able to have a far happier and more comfortable life post-collapse than pretty much anyone else on the planet, and Tess says that being able to have a civilized meal as he prepares is almost unthinkable outside their compound. His only want is his loneliness after years of survival alone, considering how quickly he takes to having Frank around.
- Dancing in the Ruins: From the first day after the town is evacuated by FEDRA, it is clear that Bill is ecstatic about finally getting to live out his doomsday prepper fantasies, and we get to see that he takes great joy in having fancy dinners with fine wine while watching an infected trip his shotgun traps. He says as much in his suicide note to Joel, saying he hated the world before the collapse and was happy to see it gone. Downplayed a bit in that before he can enjoy the apocalypse he spends quite some time stockpiling, barricading and farming, and he doesn't let up on this for the rest of his life.
- A Day in the Limelight: Joel and Ellie only appear at the beginning and end of the episode (except for one flashback), with most of the episode devoted to the story of Bill and Frank - two characters that had never appeared on screen until now and had only been named a few times.
- Dead Man Writing: Bill's suicide note is addressed to "whomever, but probably Joel", under the assumption that his traps are likely to have killed anyone else who approached the town during the period in which Joel would come calling, and further leaves instructions for supplies he assumed Joel would likely need.
- Diegetic Switch: Ellie plays the song the episode is named after, "Long Long Time" by Linda Ronstadt, on the car stereo at the end of the game. It then switches to the soundtrack version as Joel and Ellie drive further away from Bill's house.
- The Disease That Shall Not Be Named: Frank contracts an unnamed chronic illness that makes him quite debilitated and dependent on Bill, and apparently had no cure by the time of 2003.note
- Disney Death: It looks like Bill is dying from a bullet in his stomach but he is shown alive and kicking in the following Time Skip ten years ahead.
- Driven to Suicide: Bill and Frank decide to kill themselves in 2023. Frank kills himself because his disease has progressed to the point he has very little quality of life. The tipping point appears to be losing the ability to paint as the last painting he is shown working on is half-finished with erratic brush strokes. Bill decides to die alongside Frank, since he's lived a full life and doesn't want to go on without the man he's loved for so many years.
- Due to the Dead: At the start of the episode, Joel makes a small grave for Tess by stacking river rocks. By contrast, FEDRA threw the bodies of the civilians they murdered in a mass grave and apparently didn't even bother to bury them.
- Establishing Character Moment: We meet Bill as he's observing the FEDRA evacuation of his town via security cameras, hiding out in a basement loaded with guns and fallout supplies and calling the soldiers "jack-booted fucks."
- Extremely Dusty Home: Bill and Frank's home is quite dusty by the time Joel and Ellie arrive, indicating that they passed on quite some time ago. It's also one of the first things Frank notices about the house during their first dinner.
- Gilligan Cut: Bill and Frank are arguing over the state of the town and whether they can trust outsiders when Frank reveals that he's made friends with a woman over the radio, with Bill expressing outraged incredulity at the idea. Smash cut to the two of them having a dinner party out in the garden with Tess and Joel.
- Godwin's Law: Bill's view of the US government, both pre and post-outbreak, is that they are Nazis. Frank agrees that FEDRA are Nazis, but not the pre-outbreak government.
- Goodbye, Cruel World!: Ellie finds Bill's suicide note addressed to "whomever, but probably Joel". In it, Bill leaves all his equipment to Joel and encourages him to remain optimistic and do everything to protect the people he loves, specifically Tess. Joel is at first heartbroken by this reminder that he failed Tess, but eventually passes on the sentiment to Ellie since she is now the only one he has.
- Grow Old with Me: This episode follows the couple Frank and Bill from when they first meet each other to 17 years later, as they grow old and eventually, due to Frank's terminal illness, kill themselves to be Together in Death.
- Happily Married: Frank and Bill, even before formally becoming husbands, were very loving partners together.
- Heal It with Booze: Frank cleans Bill's bullet wound with booze.
- Hesitation Equals Dishonesty: Played with. When Frank is caught in the pit trap, Bill asks if he's carrying any weapons. After a long pause, Frank answers "no," and Bill is naturally suspicious; Frank then honestly admits he considered lying, but couldn't think of a good lie.
- Honor Before Reason: Bill is adamant that he and Frank will remain self-sufficient, rejecting Joel's offer to help beef up his defenses even after Joel points out that A) the barbed wire fences will inevitably corrode over time and B) the traps and barricades won't be as effective against raiders as they are against infected. They do eventually manage, but still...
- How Dare You Die on Me!: Subverted. Frank notes that ordinarily he would be angry at Bill unilaterally deciding to kill himself with Frank, but under the circumstances he concedes it's actually pretty romantic.
- Iconic Attribute Adoption Moment: Joel and Ellie don't get their respective green flannel and red T-shirt from the summer section of the first game until this episode.
- Idiot Ball: Bill engages with the Raiders attacking his home by standing still in the middle of the street without cover. This could be an attempt for the show to communicate that Bill doesn't have any actual combat experience, despite all his planning and prepping. Naturally, he's shot, allowing for Frank to tend to him, some foreshadowing for his last letter to Joel, and a brief fake-out death.
- Internal Reveal: While Ellie knew that Joel and Tess were transporting her in return for a car battery, here she learns it's because Joel's brother is in trouble and he needs to head west to find him.
- I Take Offense to That Last One: When Frank introduces Tess and Joel to Bill, he calls Bill a paranoid schizophrenic. Bill objects to being called schizophrenic.
- Jump Scare: When Ellie scans the box of tampons, there is a scream coming from the dark. It turns out to be a trapped Stalker.
- Last Wish Marriage: Bill and Frank hold a little wedding ceremony for themselves on their final day.
- Lost Common Knowledge: Post-apocalypse born Ellie has never boarded a car or a plane, doesn't know what a seatbelt is or who Linda Rondstadt is.
- Love at First Note: Frank falls for Bill when Bill has a chance to play "Long Long Time" on the piano and sing it.
- Love Hurts: Bill tells Frank that he had never been scared in his life until he met Frank, because now he has someone he could lose.
- MacGyvering: Bill's security system has many ordinary items improvised into an electric fence, flamethrowers, tripwire traps, etc. He also leaves instructions and the raw materials for Joel to make a new battery for his truck.
- Making Love in All the Wrong Places: Defied when Frank objects to making love with Bill on the strawberry patch.
- Man on Fire: Bill's booby traps set a couple of raiders on fire.
- Meaningful Name: The meaning of Bill (or William, which Bill is a nickname for) is "resolute protector", while Frank means "free" and to be upfront about one's feelings. Bill sets up elaborate defenses around a whole small town during the apocalypse, and later becomes very protective of Frank. Frank meanwhile is a more free-spirited person and much more willing to express his feelings compared to Bill.
- The Mountains of Illinois: The creek where Joel and Ellie stop "Ten miles outside of Boston" is pretty obviously in the Pacific Northwest - it was filmed in Alberta, Canada.
- Mundane Luxury:
- Bill and Frank are excited to taste strawberries again after years of not having any.
- Likewise, Ellie is ecstatic in managing to scavenge a full box of tampons in the convenience store that Joel uses as a stash-house.
- When they see a wrecked plane, Joel grouses about how flights were tedious, but Ellie points out that he got to go up in the sky.
- Mundane Object Amazement: Ellie has never been in a real home or car in her life and enjoys exploring the details of each.
- Mythology Gag:
- Bill wears a gasmask when he first appears above ground after FEDRA evacuates his town; in the game characters (except for Ellie) often need to wear masks to protect themselves when there are spores in the air.
- The song that plays when Bill and Frank are picking berries is "It can't last" from The Last of Us Part II, doubling as a
Genius Bonus. - The episode ends with a shot of a window and curtains, like Part II and the title screen of the original game.
- After changing into fresh clothes, Ellie now has her exact outfit from the first game's Summer chapter.
- Bill and Frank have a fight that mirrors how they fell out in the game's universe, but the series version of Bill is far more willing to change than his game counterpart is.
- No Periods, Period: Averted Trope. Ellie finds a box of tampons while searching the basement, this making her give out a quiet "Fuck yeah!"
- Not His Sled:
- After spending a few years living a Cozy Catastrophe, Joel warns that raiders will soon come and the defenses won't hold up either to them or nature. Players of the game fully expect at some point this happening and leave the town overgrown, full of traps and Infected like from the game. Nope, the defenses hold for over a decade and things only fall apart in the weeks after Bill and Frank have both committed suicide.
- In the game, Frank ran off with a battery that Bill was hoarding and admitted to hating Bill in a suicide note after he was bitten by an infected. People who know the game's story might be expecting Frank to betray Bill in some way at some point. That doesn't happen; they live (and die) happily as a couple.
- Off-into-the-Distance Ending: The last shot of the truck leaving town into the distance while the camera zooms back into the bedroom.
- Opposites Attract: Bill is an antisocial survivalist, while Frank is a vivacious artistic soul. Their relationship is far from perfect, but they do love each other. Their "slightly off" relationship is foreshadowed during their first meal, where Bill exactingly turns Frank's dish to just the right presentation and then watches in annoyance as Frank immediately turns the dish to his own preferred orientation.
- Pitbull Dates Puppy: Tough and cynical Crazy Survivalist Bill ends up in a long-term relationship with the much more gentle Frank.
- Playing the Heart Strings: Max Richter's emotional string arrangement "On the Nature of Daylight" plays while Frank and Bill spend their last day together.
- Pop-Cultural Osmosis Failure: Joel gets excited when Linda Ronstadt comes on the car stereo. Ellie, of course, doesn't know who the singer is.
- Power Outage Plot: The power goes out while Bill is collecting supplies in a hardware store, which he notes is much faster than anticipated. Downplayed, as Bill has already accounted for that by procuring an industrial generator and gathering fuel as his first action, and his next act is to break into a nearby gas plant to keep his gas stove running.
- Properly Paranoid: Bill hid from FEDRA when they came to his town to evacuate him due to his distrust of their intentions. His fears were justified as FEDRA killed the other residents of his town because the Boston QZ was full and they didn't want to risk any refugees becoming infected.
- Hilariously lampshaded and zigzagged in an argument Bill and Frank have:
Frank: Oh, I'm sorry I forgot. I live in this world, you live in a psycho bunker where 9/11 was an inside job and the government are all Nazis.
Bill: THE GOVERNMENT ARE ALL NAZIS!
Frank: Well, yeah, now! But not then! - Ragnarök Proofing: Averted. When they first meet, Joel points out that all of Bill's defenses will start to deteriorate after a few years and he will need to trade for materials to maintain them. Keeping the town buildings presentable uses up a lot of Frank and Bill's time. In the present, the town already starts to look run down after a few weeks with no maintenance.
- Rescue Romance: Bill and Frank fall in love after Bill rescues Frank from one of his traps and invites him in for a meal.
- The Reveal: We finally learn that it was Frank and Tess who came up with the radio code system using classic songs to communicate with each other, and that Bill had set up the system to broadcast 80s songs (which mean 'trouble') automatically if he was not able to check in with Joel and Tess for a certain amount of time.
- Right for the Wrong Reasons: Bill thinks the US government will kill off the majority of the population and establish a dictatorship as part of a New World Order conspiracy. While he's wrong about it being a pre-outbreak conspiracy, every part of that prediction nonetheless comes true as a consequence of the ever-worsening cordyceps outbreak.
- Running Gag: Joel consistently refuses to allow Ellie to have a gun. She secretly obtains one by the end of the episode.
- Secret Room: Cumberland Farms has a secret room under a trap door and Bill's house has a secret basement with the entrance hidden underneath a chest.
- Sexy Discretion Shot: The camera cuts away as Bill and Frank start to get intimate.
- Shot at Dawn: Implied to have happened to the rest of the residents of Bill's Town who were evacuated. Joel explains to Ellie that after FEDRA evacuated the countryside, the refugees were only brought to the QZs if there was room. Otherwise, they would be executed regardless of infection status, on the basis that corpses can't be infected by the fungus.
- Shout-Out:
- When Ellie wants to know how the pandemic started, considering a person needs to be bitten in order to be infected, she eagerly asks if it began with monkeys biting someone. This is precisely how the "Rage" virus kicked off the plot of 28 Days Later, albeit with chimpanzees rather than monkeys.
- Ellie comes across an arcade cabinet for Mortal Kombat II and even gushes about Mileena.
- Stink Snub: Ellie complains about Joel's smell in order to get him to take a shower.
- Suicide by Pills: How Bill and Frank kill themselves.
- Suicide Is Painless: Frank, who's dying of an illness, decides to end his life before it gets even worse with great calm. Bill, his husband, chooses the same not wishing to live without him. He ensures that they're in the bed they shared together as a couple when it happens. They die happily as they're together.
- Suicide Pact: Bill decides he doesn't want to go on living without Frank and overdoses together with him.
- Time Skip: The episode is a Whole Episode Flashback with a couple of time skips for the Bill/Frank storyline.
- Titled After the Song: The episode is named after the Linda Ronstadt song of the same name. Bill performs the song while playing the piano and the song plays in the background as Joel and Ellie drive away.
- Together in Death: Bill decides to join Frank in his planned suicide, as he's lived a full life and doesn't want to go on without the man who gave him purpose again. Frank says that he should be furious, but also quietly notes that on an objective level, it's pretty romantic.
- Too Awesome to Use: Joel ends up stashing the assault rifle he got in episode 1, pointing out that the ammunition for it is incredibly sparse and it'll just weigh them down on a cross-country journey. Similarly, he leaves most of Bill's arsenal behind at the end of the episode, opting to focus on travel necessities.
- Wall of Weapons: The first thing we see of Bill's Survivalist Stash is multiple walls covered in a wide variety of firearms, as well as stacks of ammo and reloading equipment. Despite this, he only ever uses any of the guns in combat once, and gets shot for his trouble.
- Wham Line:
- An ill Frank declares that the day will be his last.
- After Bill fulfills Frank's final request to crush pills into his wine so he can die on his own terms and then quickly guzzles his own glass, Frank asks if there were already pills in the bottle beforehand, revealing Bill's intention for them to be Together in Death.
- What a Senseless Waste of Human Life: When Ellie wonders aloud why FEDRA had to kill the excess evacuees and why they couldn't just have let them be, Joel glumly tells her that "Dead people can't be infected." Ellie can only shake her head in sorrow and disgust.
- What Measure Is a Non-Human?: Ellie finds a stalker in the basement of the arcade, its body crushed underneath rubble but still alive. Ellie decides to experiment on it with her switchblade before killing it.
- Whole Episode Flashback: Except for short sections at the beginning and the end, the majority of the episode tells the story of Bill and Frank over the course of 20 years, beginning shortly after Outbreak Day and ending with their suicide a short time before the arrival of Joel and Ellie at their town.
- Would Hurt a Child: The residents of Bill's town killed by FEDRA include a mother and her baby, and presumably quite a few other children.
"'Cause I've done everything I know to try and make you mine
And I think I'm gonna love you for a long long time."
And I think I'm gonna love you for a long long time."
