Joel has clearly punched something because he's upset. He's seen in the river trying to soothe his hand.

He returns to Ellie, who is talking about never being in the woods before. It didn't live up to her expectations. She says there were too much bugs for her liking.

Joel scoffs and says did they teach her anything in school. He gives her food and continues trying to prepare for the next stage of their mission.

Ellie tells him she won't apologize for Tess's death because she never asked them to escort her to the fireflies.

Joel says good and they get on their way to Bill and Frank's. On the road, Ellie asks him about the outbreak. He tells her about how it took the world down like wildfire because of the flour.

Ellie was shocked, but not as shocked as she was when they happened upon a crashed airplane. It's also the first time she's seen one and is gobsmacked.

As they continue the journey, Ellie wants a gun but Joel tells her to shut it.

They get to a general store and Joel says they hid supplies there years ago and Ellie goes to loot another part of the store, but Joel tells her it's been totally looted.

She finds an opening in a room and jumps down. She finds toothpaste but is shocked to hear the infected. As she walks closer, she sees they are contained beneath rubble.

She cuts the head to see the fungus spreading and looks into its eyes before killing it.

Joel is concerned he can hear banging but can't see Ellie. When he goes to try to find her, he is shocked when she walks out of the room with the toothpaste, saying "picked over my ass."

He looks at her as she whisks past him, shocked at her quick wit.

Joel hides his machine gun and Ellie is confused why she can't have it. Joel says they are not in a big city so it's unnecessary to carry such a big weapon.

Back on the road, they talk about quarantine zones and Ellie wants to go a certain way but Joel says it's not a pretty sight.

It's like a river of dead bodies.

Joel tells her that when Fedra showed up in town that they took everyone to Quaantine Zones because they could check who was infected.

But what about when they got full?

They killed people and the reason was because it would lead to less infected in the world. Ellie was gobsmacked.

We see the fabric of one of the babies and its mother as we cut back to them 20 years before in the town as Fedra closes down the town and takes everyone.

Bill is below is home, watching on CCTV and waiting with a gun if the officers come in his house.

Once they leave, he makes it a resourceful and safe community for himself by locking it down, making traps, getting cattle to have meat and everything else you'd expect.

He eats dinner as he watches an infected walk into one of his traps in the forest and shoots itself as a result.

Another day, he's taken aback by someone falling into one of his traps. It's a man named Frank, who wants to get to Boston.

Bill helps him out the trap and tries to send him on his way. Frank says he's starving and hasn't eaten for two days.

Bill says this isn't an Arby's and he'll have everyone he tells coming for lunch and Frank concedes that Arby's doesn't give free lunches.

Frank gets in the house and Bill makes him food. Frank goes for a shower and Bill gives him clothes.

Frank is thankful but wants to spend another five minutes in the shower. The pair eat dinner and then Frank plays the piano and they both sing.

Frank asks him if he lost a loved one and he says no and Frank kisses him. He tells Bill to go for a shower and meet him in the bedroom.

They get close and Frank says he'll stay for a few days.

We cut to a few years later and Frank is adamant about making changes to the town. He wants flowers, a sense of community, and most of all, friends.

Bill is apprehensive about everything and worries that this is a step too far.

In another little time jump, Joel and Tess are in town for dinner but Bill keeps waving a gun at Joel.

Bill almost flips out when Tess goes in the house with Frank for a tour and Joel tells Bill that the world is full of awful people but to relax because they're the nicest people they could meet.

Bill is still struggling with it all, but Joel says that he could help him get new wrap for his boundary. Joel says it will last him years and that this relationship could help both of them.

Bill reluctantly agrees and an alliance is formed.

In another little flash-forward, a group of mercenaries try to break into the compound, something that wakes Frank in his sleep.

When he rushes out of bed, he sees Bill outside shooting at them, but he's shot in the abdomen.

Frank drags Bill in the house to offer first aid. Bill thinks he's going to die and tells Frank to call Joel and Tess and not to worry because the mercenaries will be killed by the outside traps set up, and sure enough, they were.

It looks like Bill dies, but we then take another jump through time to a wheelchair-bound Frank who knows he's dying.

Bill tries to help him through everything, but they're both getting older.

Frank says he wants to get married and he will take his life that day because he can't go on any longer.

Bill is taken aback but follows his wishes, so they get married and have a dinner and Bill gives Frank a lethal dose of drugs in his wine, but Frank is shocked to realize that Bill has done the same.

Bill says that he's satisfied with life and is getting old and for him, this is the best foot forward.

The pair go to bed and die together.

Back to the present. Ellie and Joel arrive at the compound and Joel is shocked by the state of it. He knows something's off, so he puts in the code and they go straight to the house.

They find a letter on the dining table, and Ellie begins reading it, filling him in on what happened to them.

Bill says that he left everything to Joel and to take care of Tess. This hurts Joel because you can see the reaction on his face.

Bill says to leave them in the bedroom and he opened a window because the smell will be rotten.

Joel charges a car battery and Ellie tells him to get a shower. They both do their own thing as they prepare for the next leg of the journey.

Ellie finds a gun and hides it in her bag, not telling Joel anything.

Before they get in the car, Joel tells Ellie he'll take her to Tommy and he will know what to do next, but he warns her never to speak about Tess again.

They get in the car and Ellie says it's like a spaceship. Joel is confused but realizes straight after that she hadn't been in one before.

Joel says it's a shit car but it'll do, but Ellie is fascinated. She doesn't even know about seatbelts.

They drive off as we get a view out the window of Bill and Frank's room. Frank's drawing of Bill is complete. Earlier in the episode, before Frank's death, he has a half-completed photo.