How 'The Last of Us' Pulled Off One of the Decade's Greatest TV Episodes

Dry your tears yet? You sure? Either way, gather round—we're all here to recover together. 

After two episodes of introducing viewers to The Last of Us's fungus-ridden brand of post-apocalypse, Episode Three swerves way off the road—not only of the show's plot so far, but even the video game it's based on. 

We're introduced to the bearded survivalist, Bill (Nick Offerman), and a man named Frank (Murray Bartlett), who mistakenly stumbles upon Bill's lonely, quarantined kingdom.

Where the video game suggests that these two men had a major falling out, HBO's The Last of Us rewrote the script—showing the unlikely couple falling in love.

The result? A nearly hour-and-a-half long bottle episode spanning 20 years, feeling very much like Shakespeare tried his quill at a post-apocalyptic tale.

 Offerman and Bartlett, two superb performers in their own right, join forces—singing, cooking, fighting, crying, and loving their way through what's easily one of this young decade's best episodes of television. 

Of course, we wanted the story of how it all came to be. 

So we called up the director of the episode, Peter Hoar (The Umbrella Academy, Daredevil), to get the behind-the-scenes treatment. Here's how Episode Three of The Last of Us came to be—in Hoar's words.