How Episode 3 of ‘The Last of Us’ Built a Tender Love Story Around the Dinner Table

The biggest emotional gut punch from HBO’s dystopian drama “The Last of Us” took audiences entirely by surprise. Despite episode after episode of grueling character loss, armies of undead clickers and massive bloaters with the ability to rip someone in half, the storyline that brought most viewers to their knees was a little detour centered around two bearded men who fall in love in the New England hamlet of Lincoln, Mass.

After establishing the post-apocalypse wasteland and devastation by the zombie hordes of cordyceps, “The Last of Us” paused briefly for a moment of tenderness. Pivoting away from the series’ main characters, the third episode, “Long, Long Time,” focuses instead on how Bill (Nick Offerman) and Frank (Murray Bartlett) nurtured a 20-year relationship in a hopeless place.

In the scope of the video game, Bill and Frank’s imprint is small; in fact, players never even get to meet Frank. Co-creator and executive producer Craig Mazin saw an opportunity in the television adaptation to expand these characters in his script and shine a rare light in this often excruciatingly dark series.

“The story generally is about love, the whole thing is about love,” says episode director Peter Hoar. “It’s about why we survive. If there’s no one to survive for, why are you bothering?”

“The Last of Us” needed Bill and Frank to remind the audience why we must cheer on our heroes to save humanity and themselves, and clearly Television Academy voters felt the same. The drama landed the second-highest tally of Emmy nominations this year with 24 nods, seven of which went to the third episode (including a writing nom for Mazin, a directing nom for Hoar and guest actor noms for Offerman and Bartlett).

Hoar, production designer John Paino and prosthetics designer Barrie Gower spoke with Variety for about the painstaking work that went into telling the story of Frank and Bill, which started (and ended) in another innocuous location, at the dinner table.

Bill, an isolated doomsday prepper, was incredibly capable of handling the end of the world on his own. So, it was a shock when Frank (quite literally) falls into one of Bill’s traps and winds up a guest inside Bill’s dining room for dinner.

“The minute that food comes out and Frank sees Bill with it, everything changes,”
Hoar says.

Bill doesn’t just toss a few strips of extra jerky to Frank, he serves him a gorgeously plated meal and pours wine like a server at an elegant restaurant, thumb placed perfectly in the wine’s punt.

“A man who knows to pair rabbit with a Beaujolais,” Frank says, gobsmacked by the meal. “I know I don’t seem like the type,” Bill replies modestly. “No, you do,” Frank returns, meeting Bill’s uneasy gaze with confidence.

“That was important, for him to be able to serve like a waiter, almost in a strange way,” says Paino. “It’s kind of like the dining room your parents have that you’re not allowed to go into, and you never eat there.”

Even though most of this preparation happened off-screen, the intent behind these actions was apparent. “You are suddenly aware immediately of what had to happened for that plate of food to be so beautifully presented,” Hoar says. “[Bill] turns the plate to be facing the right way as he plated it … and Frank is going, ‘I think I know a little bit about you that you may not even know about yourself.’

“So much is said in that scene, or rather not said and understood between the two men,” Hoar continues. “And then after a bottle of wine between the two of them, their defenses are slightly down, which is always good, that’s what wine does.” Hoar and cinematographer Eben Bolter chose to frame the dinner table sequence slightly more traditionally, “trying to keep them apart, obviously — single shots, not over shoulder, and then wide and seeing the world, but feeling a little, I wouldn’t say uncomfortable, but just using the frames to make it feel like they weren’t connected just yet. The shots that connected them were those by the piano. That’s where the shift happened.”

Empowered by the food and wine, Frank takes a leap and heads to Bill’s piano, discovering sheet music to Linda Ronstadt’s somber unrequited love song, “Long, Long Time.” After butchering a rendition, Bill takes over and delivers a soulful version that ends with a kiss.

Although Offerman had an earpiece on the day of shooting, so he wasn’t always playing and singing at once, his voice moved the whole crew. “It wasn’t like a Grammy award-winning voice, [but] it was the most beautiful belief in a moment,” says Hoar. “I couldn’t have asked for more, honestly. Murray’s a very empathetic person generally, but he was standing there with tears in his eyes. I was like, ‘Did it work?’ He went, ‘Look.’”

The stunning surroundings also helped to soften this gentle moment. The town was built from scratch in an abandoned housing development. “We only had about six to eight weeks to put it all together. That includes Bill’s house,” says Paino.

Even though the schedule was tight, Paino delighted in building a world that was a fairly large departure from the rest of the series. “We’re not making decrepitude; here we have a chance to dig into a really complex character, a beautifully written story,” he says.

Since that colonial dining room saw the beginning of Bill and Frank’s relationship, it felt only right to end their relationship there as well. Decades later, now aged by time and illness, Frank remains in the same seat he chose the day Bill met him (at the head of the table). “Bill starts the first scene at the far end of the table, and then in that last scene, he’s right next to him,” Hoar explains. “There were lots of wonderful reasons for that. One, they’re in love, but also Frank needs him, and Frank needs him to cut his food up and to sometimes, feed him.”

The room itself has changed as well — there are paintings, flowers, it’s no longer covered in dust, but these are subtle changes: Frank “had learned to adapt into Bill’s life just as much as Bill had learned to adapt into Frank’s,” Hoar says. “That’s the perfect relationship, really.”

This is Frank’s final moment; now ravaged by his sickness, he decides to end his time by taking a collection of pain pills. In a shocking move, Bill decides to join him, as he’s lived a long and unexpectedly happy life, saying “I’m old, I’m satisfied, and you were my purpose.” It’s a quietly devastating scene that not only wrecked households across America, but the crew and cast as well.

To have another option, Hoar asked Bartlett to try a stoic take for Frank. That request proved impossible. “He couldn’t do it,” Hoar recalls. “And it’s not that he couldn’t do it as an actor, he couldn’t do it as a human being, because every time they played that scene, Nick was so touching, and Murray was so immersed in it that it just happened. I went over to him to say, ‘Don’t worry.’  Murray just went, ‘I can’t do it.’ His tears were falling.”

In the end, both bookended meals wound up in tears but for entirely different reasons. “I thought of it as beautiful. Obviously as a gay man, I was talking about a story that I understood, not the zombie part of it, but the fact that there was a love that could be found at any point in your life,” says Hoar. “We had lots and lots of messages from people saying about the fact that they, too, were gray-haired, middle-aged men.” 

Watch the full conversation above, Variety’s “Making a Scene” is presented by HBO.