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Why That Song in ‘The Last of Us’ Episode 3 is So Poignant

Bill (Nick Offerman) sits at the piano in The Last of Us.

This article contains major spoilers for The Last of Us episode 3.

We’re only three episodes into The Last of Us, and the series has already demonstrated that it’s so much more than just another survival thriller. In episode 3, we meet Bill and Frank, a couple living in a fortified compound outside of Boston. In a massive switch-up, the episode starts off in Joel and Ellie’s point of view, but then dives into the story of how Bill and Frank fell in love and built a life together after the Cordyceps infection wiped out civilization.

Bill and Frank’s story is easily the most moving episode of The Last of Us so far—and all of its themes are wrapped up in one incredible song.

The soundtrack to the story of Bill and Frank

Early in the episode, Bill reluctantly rescues Frank from one of the traps he’s laid outside of the compound. So far, all we know about Bill is that he’s a reclusive prepper (or “survivalist,” as he corrects Joel later in the episode). Bill hates people, and the end of the world seems to be a dream come true for him.

But after he lets Frank out of the pit, a softer side starts to emerge. He brings Frank into his home, makes him an amazing lunch, and serves him wine. When Frank insists on playing the piano, Bill only halfheartedly protests. Then Frank rummages through some old sheet music and pulls out a Linda Ronstadt songbook. He instantly recognizes it as something Bill chose.

Frank turns to “Long Long Time” and tries to play it, but isn’t very good. Then Bill takes over, tenderly singing the first verse and chorus:

Love will abide, take things in stride
Sounds like good advice but there’s no one at my side
And time washes clean love’s wounds unseen
That’s what someone told me but I don’t know what it means

‘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

The song is about loss, of course, but for Bill and Frank, it’s not about losing just one person. It’s about the unbearable grief that comes from losing everything—or, in Bill’s case, of never having been able to find it in the first place.

In a moment that’s fitting for a series about finding connection after your world has fallen apart, this song opens up a space where Bill and Frank can finally fully let their guard down with each other. It’s the moment they truly fall in love.

Bill and Frank’s story sets the stage for Joel and Ellie.

Cut forward to the end of the episode. Bill and Frank are gone, and Joel and Ellie—minus Tess, who’s now the latest loss in Joel’s life—find the house empty except for a letter and supplies. Joel and Ellie take Bill’s truck and set out for Wyoming. Joel still refuses to warm up to Ellie, and Ellie is pretty prickly herself, but we begin to see hints of their blossoming relationship, like Joel reaching over to help Ellie put her seatbelt on.

As they drive out, Ellie finds a cassette in the glove box and puts it on. What song could it possibly be except “Long Long Time?” Joel, in a rare moment of enthusiasm, tells her to leave it on.

But the song isn’t just a nice way to circle back to a previous moment in the episode. Ellie may not know the history of the song that’s queued up and ready to play on that tape, but the music feels like Bill and Frank’s way of imploring Joel and Ellie to try to forge the same connections they did. It’s understandable that Joel, still reeling from the devastation of losing Sarah and Tess, wants to stay shut off from the world. But as Bill tells him in his letter, that kind of isolation is no way to live a life.

As Joel and Ellie drive off, listening to “Long Long Time,” we see the open window of Bill and Frank’s bedroom. We know what’s in the bed, but there’s no reason for us to see it. Instead, we see the wind gently blowing the curtains, giving the sense of a haunting—or a blessing. Bill and Frank managed to find and hold onto each other in a horrifically broken world, and now it’s Joel and Ellie’s job to try and do it, too.

(featured image: HBO Max)

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Julia Glassman (she/they) holds an MFA from the Iowa Writers' Workshop and covers film, television, and books for The Mary Sue. When she's not making yarn on her spinning wheel, she consumes massive amounts of Marvel media, folk horror, science fiction, fantasy, and nature writing. You can check out more of her writing at, or find her on Twitter at @juliaglassman.