After Joel collapsed from his injury in the previous episode, Ellie has managed to hide them both in the basement of an abandoned house. As she struggles to do something about Joel's wound, he grabs Ellie by the shirt and gives her a command—go back to Jackson and find Tommy, leaving Joel behind. Ellie hesitates, but makes her way up the stairs and opens the door.
The clock ticks back to before Ellie was bitten. Back in Boston, Ellie is training in the FEDRA compound alongside other teenagers, listening to her Walkman as she does. When one of them, Bethany, bullies her about her friend who left, Ellie beats her up and sends her to the infirmary, She ends up being chewed out by a FEDRA officer, Captain Kwong, who gives her two options: either follow her current path and be a grunt for her whole life or work her way up to become an officer. She says she'll work to be an officer, and heads back to her dorm room, where her bed sits opposite of an empty one.
That night, a young woman sneaks into Ellie's dorm room, and they struggle for a moment before Ellie realizes who it is—her friend, Riley, who ran away from the FEDRA compound three weeks prior. Riley, upon revealing that she left FEDRA for the Fireflies, is able to convince Ellie to come along with her to see something amazing, and the two head out into the night.
After leaping across rooftops and avoiding patrols, the two find their way into the place that Riley wanted to show Ellie: the abandoned mall. Turning the power back on, Ellie and Riley explore the mall and marvel at things such as escalators, carousels, and photo booths, before making their way into an arcade. There, the two share a match of Mortal Kombat II, unaware that their antics have caught the attention of a Stalker...
Later, after Riley gives Ellie a gift of a pun book (the same one she would later use on Joel), Ellie discovers a stash of pipe bombs in Riley's shelter. Realizing that Riley's group of Fireflies could likely kill Ellie in a bombing, Ellie confronts Riley about the Fireflies and why she brought her to the mall in the first place. Riley reveals that she will be leaving the QZ, and that despite her best efforts, she was unable to convince Marlene to bring Ellie with her. She brought Ellie to the mall to say goodbye. Ellie, furious, storms off to head back to her dorm.
However, she does not get far before turning back, unable to stay mad at Riley. She finds her in a Halloween store, still populated with old Halloween decorations. The two talk, affirming their friendship and coming to terms with their imminent separation, before Riley reveals that she took Ellie's Walkman, plugging it into the store's audio system. The two dance to the loud music together, sharing a moment before Ellie pleads for Riley to stay in Boston. Riley says that she'll stay, and the two share their first kiss together.
Before they can figure out what to do next, the Stalker from before barges into the store and attacks. The two put up a fight and eventually manage to kill the Stalker, but at a heavy cost—both of them have been bitten.
In the present, Ellie hesitates at the door before bolting through the house, searching desperately for something she can use to patch Joel's wound up.
Back in the past, Ellie angrily smashes the glass panes in the store's display cases before sitting beside Riley. Riley suggests that they take the easy way out by committing suicide before rejecting that option, instead suggesting that the two simply "poetically lose our minds together" in whatever time they have left. The two, silently weeping, share an embrace.
Back in the present, Ellie finds a spool of thread with a sewing needle. Heading back down the stairs, she examines Joel's wound before beginning to stitch him up.
Tropes in this episode include:
- Adaptation Distillation:
- Ellie's quest to find something to stitch up Joel's wound is her searching the house she's in, as opposed to searching through a large mall filled with infected and raiders hunting the two.
- Ellie and Riley are bitten by a single infected in the mall, as opposed to having to outrun a horde of them.
- Adaptational Angst Upgrade: In the game, Joel is either passed out or in too much pain from the wound to speak at all to Ellie while she cares for him. In the show, Joel is awake and tells Ellie to leave him and go back to Jackson, which Ellie briefly considers doing before her memory of Riley's words makes her determined to try and save him after all.
- Alcohol-Induced Idiocy: Riley and Ellie find a corpse next to a bottle of pre-outbreak liquor and, being teenagers, immediately decide to start drinking from it. This almost certainly contributed to their carelessness while exploring and partying throughout the abandoned mall where Riley set up shop, and to their being found and attacked by a Stalker where no one could come to their aid.
- Alpha Bitch: Bethany is a pretty rotten girl who makes fun of Ellie for her sadness over Riley disappearing.
- Before My Time: Neither Ellie nor Riley get the screenshot pun, given that they were both born after the last computers were made and likely never had access to any surviving ones.
- Better to Die than Be Killed: Discussed at the end of the mall flashback, when Ellie and Riley talk about what they will do upon being bit. Riley says that, while it's quick and painless to commit suicide, she'd prefer to spend whatever time she has left with Ellie.
- Blindfolded Trip: Riley asks Ellie to close her eyes while leading her to the second wonder, the Merry-Go-Round.
- Both Sides Have a Point: Ellie and Riley's 'FEDRA vs. Fireflies' debates ultimately boil down to this. Ellie, having been groomed by Captain Kwong to become an officer, initially buys into Kwong's reasoning that the QZs under FEDRA's rule, while brutal, is necessary if humanity is to survive and that people like her can make the world a better place if she could be the person in command. Riley argues that while FEDRA might care for potentially useful people like Ellie, it wouldn't bat an eye to people like Riley who would just be assigned to dreadful tasks that pose a very high risk of being killed in action. Ellie doesn't take kindly on the Fireflies' anarchist methods which involve blowing places that may or may not hold innocent peoples up to achieve their goals, while Riley despises FEDRA for its tyrannical rule over its subjects and believe everyone would be better without it. Neither side is portrayed as being in the right, and they both even come to the same conclusion that what they believe might not even be true and they're all just propaganda being fed to them by their respective factions. In the end, both of them renounced their commitment to their causes and just decide to stick together...until everything goes to hell.
- Broken Tears: Ellie and Riley share them as they embrace once they decide that they'll spend the last hours of their lives together.
- Bury Your Gays: Downplayed. Ellie and Riley are both bitten by a Stalker that was attracted by the noise they were making. Ellie survives, but while it's unknown what happened to Riley, Ellie's comments in the fourth episode imply that she was the one to kill her, as a Mercy Kill or otherwise.
- Button Mashing: When Ellie asks Riley how to play Mortal Kombat II, the latter tells her to simply smash the buttons.
- Call-Forward: A few.
- Ellie receives her copy of No Pun Intended: Volume Too as a gift from Riley.
- Ellie is reading a Savage Starlight comic before she goes to bed.
- Ellie and Riley play Mortal Kombat II, something she commented on in episode 3 after discovering a game machine at the abandoned convenience store.
- When Ellie and Riley first enter the mall, a-ha's "Take On Me" plays, counting as both a Call-Back to "When You're Lost In The Darkness" (80's music means danger) and a Call Forward (Ellie plays the song in Part II). The song also includes the lyrics "I'll be gone in a day or two."
- Riley ditches FEDRA after learning she'd be assigned to sewage detail. In "When You're Lost In The Darkness," Joel is asking about jobs in the QZ and is told there is an opening on the sewage detail.
- Cat Scare: After Ellie leaves Riley behind in the mall, she hears screaming and immediately runs towards Riley to rescue her. At this point the audience knows there are infected in the mall and, since it's a flashback, knows that Ellie gets bitten in this mall, but it turns out this time to be an animatronic skeleton.
- Company Cameo: Captain Kwong's keychain has the Naughty Dog logo on it.
- Company Cross References:
- The mall Ellie and Riley visit has a "Macho Nacho" in its food court, where Elena mentioned having worked in high school in Uncharted 4: A Thief's End.
- A Sony Walkman is heavily featured. The Last Of Us games were, until shortly after the release of the show, exclusive to Sony Playstation consoles.
- Conscience Makes You Go Back: Badly injured Joel asks Ellie to leave him and return to Tommy. As she is about to walk through the door, a memory of a similar situation of her walking away from Riley in the mall triggers a Whole Episode Flashback and the subsequent decision to return and stitch up Joel instead.
- A Day in the Limelight: Ellie is the protagonist of the episode, with Joel only featuring very briefly in the beginning and end.
- Didn't Think This Through: Riley thinks it will be fun to play-attack Ellie in her sleep, not expecting that a traumatized orphan training to be a soldier in a post-apocalyptic world would immediately start fighting for her life. After the debacle, Riley admits that the idea went a lot better in her head.
- Driven to Suicide: Ellie and Riley come across the corpse of a man who overdosed on pills, then drank a ton of pre-outbreak alcohol. While Riley believes he may not have realized the danger, Ellie speculates that he knew what he was doing.
- Enter Stage Window: Sneaking in and out of windows seems to be a convenient way of bypassing security at the FEDRA school.
- First Kiss: After Ellie confesses that she doesn't want Riley to go, they share a brief kiss. Doubles as a Last Kiss, given what happens next.
- Foregone Conclusion: Ellie's dialogue with Marlene in the first episode and with other characters later implies that Riley died before the start of the main plot. Also we are told that Ellie got bitten in the mall. This episode shows an extended flashback of Riley and Ellie exploring an abandoned shopping mall and taking absolutely no precautions to hide their presence or avoid drawing attention to themselves. Predictably, a Stalker is roused by the noise and light and eventually attacks, leading to both girls becoming infected. Ellie, being immune, survives. Riley doesn't.
- Foreshadowing:
- Captain Kwong reveals that Bethany needed 15 stitches after her fight with Ellie. Near the end Ellie stitches up Joel's stab wound.
- A Mortal Kombat II poster is on the wall of Ellie's room, which she later plays at the mall arcade with Riley.
- Riley stares at Ellie's Walkman in the dorm room before it's revealed she stole it later in the episode.
- Holding Hands: The camera focusing on the two girls holding hands during Ellie's Blind Folded Trip to the merry-go-around is a first clue as to their "close" relationship.
- Hope Spot: Ellie has just won the lesbian lottery after she impulsively kisses her best friend and Riley responds positively. So of course, right afterwards a Stalker stumbles in and ruins everything.
- How Dare You Die on Me!: After Joel is stabbed and collapses, Ellie desperately tries to get him to wake up and gets frustrated with his conviction that Ellie should go off alone, saying she won't be able to make it without him.
- Internal Reformist: Ellie suggests to Riley that they could change the system from the inside instead of joining La Résistance.
- Life Will Kill You: Captain Kwong lists three ways a FEDRA enlisted soldier could die. Dying in a Firefly attack is a possibility but so are death through Alcohol-Induced Idiocy (falling off a roof drunk) and accident (getting caught in the tracks of a tank).
- Longing Look: Ellie gives Riley stolen looks while they are riding the carousel.
- Long Last Look: Ellie takes a good long look at Joel before turning away and heading for the door and leave him for dead.
- Mood Whiplash: Twice.
- First, Ellie's excitement about discovering volume 2 of No Pun Intended comes to an abrupt halt when she sees Riley's bombs on the shelf.
- Ellie and Riley's First Kiss doesn't have much time to resonate with them because a Stalker makes his entrance.
- Mortal Wound Reveal: Ellie briefly celebrates taking down the Stalker before she and Riley both realize that they've been bitten.
- Mugging the Monster: Bethany severely underestimates Ellie. She ends up with 15 stitches, and Ellie comes out of it with nothing more than a black eye.
- Mundane Object Amazement: Having never seen a working escalator before, Ellie expresses her joy and amusement as she runs up and down the escalator and slides along the moving railing.Ellie: Electric stairs?!
- Mythology Gag:
- Ellie repeatedly has to shake and fumble with her flashlight as it keeps going out, just like how the player would have to shake their controller each time their own flashlight died in the games.
- One of the items that Ellie guesses that Riley wants to show her is water guns. In the game's version of Left Behind, that's exactly what Riley has in store, and the two play a game of cat and mouse with them.
- A Dawn of the Wolf poster is briefly seen in the mall.
- Ellie asks Riley if she got her a dinosaur, which is among the guesses Ellie asks Joel while they're on their way to the Wyoming museum in Part II. She also asked her the same question in the game.
- Riley has a stash of pipe bombs, which were first introduced as throwable weapons for Abby in Part II.
- Both this episode and Part II involve a main character listening to the closer of the final Pearl Jam album released before the pandemic. All or None from Riot Act in the episode and Future Days from Lightning Bolt in Part II, though it's a slight goof in Part II, as the album was released after the outbreak.note
- No-Holds-Barred Beatdown: Downplayed. Ellie is implied to have administered a mild one to Bethany offscreen after Captain Kwong mentioned that she needed 15 stitches.
- Noodle Incident: Riley mentions a "7-11 situation" after almost getting caught by a FEDRA patrol, to which Ellie replies she'd rather keep her other eyebrow in one piece.
- Oh, Crap!: A nonverbal one from Bethany after she taunts Ellie about Riley not being around anymore. She regrets it, but it's too late.
- Order Versus Chaos: Captain Kwong's opinion is that FEDRA's harsh rule is the only thing stopping the QZs from devolving into chaos and slaughter. In fairness to him, given how a good chunk of survivors could best be described as "feral," as well as the fate of Kansas City after the fall of FEDRA there, he might have a point.
- Orphaned Setup: Riley begins to tell a pun about an alligator in a vest, but never gets the chance to finish after Ellie discovers her pipe bombs and she storms off.note
- Outside Man, Inside Man: Set up with Ellie and Riley, with both growing up in the same FEDRA military school for orphans, Riley choosing to join the fireflies and Ellie refusing, but instead subverted when Riley ends up infected.
- Percussive Therapy: In reaction to getting bitten, Ellie smashes all the glass display counters at the Halloween shop.
- Punishment Box: Discussed. It's being brought up repeatedly that Ellie has been put in "the hole" after misconduct at FEDRA school. Kwong admits that this measure doesn't work on her and suggests a different approach.
- Queer Establishing Moment: Within the show (obviously it's no surprise if someone's familiar with the game) Ellie kissing Riley, her female best friend, shows she's attracted to girls.note Riley is also fine with the kiss, implying she's had the same feelings.
- Ragnarök Proofing: The mall has gone unused for two decades, but everything within functions more or less perfectly once supplied with power. Downplayed in that the Merry-Go-Round breaks after a few minutes, the film in the photo booth is so aged that the resulting photo is overexposed, and some of the arcade cabinets aren't working properly (though most are).
- Rapid-Fire "No!": Ellie repeatedly screams "No!" after she sees the bite mark on her arm, while Riley just sheds a Single Tear after she reveals her own bite mark.
- Reasonable Authority Figure: Kwong is largely understanding and encouraging to Ellie, hinting that he thinks people like Bethany are awful and that he wants her to succeed. He also admits to Ellie that he knows punishing her hasn't worked in the past, so he instead tries the tactic of being more open with her about her future options.
- Resolved Noodle Incident: Back in episode 2, Ellie told Tess that she got bitten in a mall with no further information. This episode explores the event in full detail.
- Roof Hopping: In order to evade FEDRA patrols, Ellie and Riley cross the stretch to the mall by hopping from rooftop to rooftop.
- Screw This, I'm Outta Here: Riley explains that she decided to ditch FEDRA because she was told she'd be assigned to the sewage detail, and to her that represented how little FEDRA thought of her.
- Self-Surgery: Ellie decides to stitch up Joel's Agonizing Stomach Wound.
- Shout-Out: Ellie is listening to Riot Act on her Walkman before Bethany bullies her.
- Skewed Priorities: Discussed. Ellie expresses her confusion as to why people would loot sneakers but not soap.
- Star-Crossed Lovers: Ellie and Riley are each others' first loves. Alas, Riley gets bitten and Ellie survives, separating them forever.
- Suicide by Pills: Implied to have happened to a man who Ellie and Riley find dead.
- Take a Third Option: After they've been bitten, Riley states she and Ellie can either commit suicide or allow themselves to slowly turn, getting to spend a few more hours together. When Ellie asks if there is an option three, Riley can only tearfully apologize.
- Tempting Fate: Riley assures Ellie they have nothing to worry about in the mall, as no one outside will hear them and there are no infected inside, since she's been staying there for a while without incident. Turns out there is one Stalker down there, and Riley just never made enough noise to rouse it until now.
- Together in Death: Ellie and Riley decide to wait out their eventual transformation together. As the viewer is well-aware, Ellie isn't going to succumb.
- Too Dumb to Live: Riley and Ellie are having the time of their lives but they are ignoring every safety precaution they have been taught. They awaken a Stalker and are so preoccupied that they fail to spot it until it is almost on them. In addition, there are dozens of ways they could have been hurt given how run down the mall is. Riley, at least, has reason to assume the mall is safe, as this is not the first time she's powered it up and has never had problems before, but Ellie allows her curiosity to get the better of her suspicions.
- Trail of Blood: The opening scene shows a trail of blood in the snow leading to the building where Ellie brought the injured Joel.
- Video Arcade: Wonder 4 at the mall. Ellie and Riley spend some quality time together playing Mortal Kombat II.
- Wake Up Fighting: When Riley wakes up Ellie, she starts kicking and screaming, throws Riley off of her, and has her at knifepoint before she realizes who woke her up.
- What the Hell, Hero?: Ellie snaps at Riley for guarding a stash of pipe bombs for the Fireflies, as they're probably going to be used against FEDRA and Ellie could wind up a victim of a bombing, despite Riley's claim that she wouldn't let that happen.
- Whole Episode Flashback: The majority of the episode takes place before Ellie left Boston, with Ellie reminiscing while taking care of a wounded Joel in the present day serving as a Framing Device.
- Worthless Yellow Rocks: Ellie calls paper money worthless when she sees a bunch of it on the floor of an arcade, as the machines take coins. Riley then indicates a coin exchange machine, which would take the money... had she not already jimmied the machine open.
- Your Terrorists Are Our Freedom Fighters: Ellie and Riley have a recurring debate/argument over Riley joining the Fireflies, with Ellie uncomfortable at the idea of her friend becoming a bomb-throwing terrorist and Riley expressing her idealism at the idea of liberating the QZs.
