Much to Bill's dismay, Joel and Ellie arrive at his safe house in the town of Lincoln, disabling many of his traps and alerting an overwhelming swarm of the Infected to their presence in the process. Bill subdues both of them, fearful that they have been bitten, although Ellie manages to break free of her restraints and beats Bill with a pipe.

Joel quickly gets up and stops Ellie from causing further harm. After a brief argument, Joel asks Bill for a car, with Ellie reminding Bill about the favors he owes to Joel. Bill says he does not have a working car, but there are car parts located in another area of the town. Bill begins to sharpen his machete, sarcastically saying Joel can have his food too. Ellie insults Bill's waistline, and he threatens the teenager. Joel calms Ellie down and returns to Bill, insisting the favors Bill owes him are worth the effort. With Joel having asserted he isn't leaving until he gets a car, Bill agrees to put together a car for Joel and Ellie, but tells them that once it is done, he owes Joel no more favors.

Joel agrees to his terms. They head towards a church that Bill has converted into an armory. On the way, Bill questions Joel's need for a car and briefly trades insults with Ellie, something Joel tries to stop. While killing a trapped Runner, Bill asks where Tess is. Joel states that she is busy, leading Bill to think the pair have had a falling-out. After defeating more Infected, they reach the church. Bill sternly tells Ellie not to touch anything. While loading shotguns for him and Joel to use, Bill asks why Tess would allow Joel to accept such a suicidal mission.

When Joel responds that Tess was the one who convinced him, Bill reveals his disappointment; having believed Tess was smarter than such. Bill begins to tell Joel about his partner Frank, trying to hide his homosexuality while doing so, saying he had to look after him. He finishes by saying that caring for someone "is good for one thing - getting you killed". Before he says more, he sees Ellie touching his comics.

He shouts at her, reinforcing what he said before about not touching anything, but she replies with an obscene gesture, irritating him. He turns to Joel, saying she will get him killed. Having had enough, Joel interrupts him, asking if they can just "get on with it". Bill finishes loading the shotgun, tossing it to Joel and saying "Fine. Let's get on with it".

Before they leave, Bill gives Joel a Nail Bomb and teaches him how to make them. He tells him that they have to reach the local high school, as a military vehicle crashed there a while ago, with a new battery still inside. Bill jokes how he wanted to get it but decided against it, due to lots of Infected being near there, but "Fuck it. Joel needs a car". When they do reach the school, they find the battery in the truck is gone. With no other options, they force their way out the back of the school, having to kill a Bloater - the strongest of the Infected - to do so. They manage to reach a house where they take refuge.

Joel asks what the plan is but Bill replies that all their plans are gone, angrily insulting Tess while doing so. Joel goes to retaliate for Bill bringing up Tess, but Bill stops abruptly. Joel notices that there is a hanged corpse in the room. Joel asks if Bill knows the man. He does; its the body of Frank, Bill's former partner. He had hung himself after becoming infected, not wanting to turn into a monster. Despite trying not to let it show, Bill is saddened by his death. Joel finds a suicide note near Frank's body, in which Frank tells Bill that he hated his guts.

Bill is taken aback by this, but again does his best not to let it show. He throws the note away after reading it. They find a truck in Frank's garage which contains the stolen battery. He checks to see if it is working, finding the battery drained but the cells alive. Joel questions what he means; Bill replies that, if they get it started, the alternator will recharge the battery. Joel and Bill push it through the streets while Ellie tries to pop the clutch to get it working. She fails the first time, so Bill indirectly insults her.

He and Joel proceed to kill several Infected on the street but manage to make it to the top of a hill, where the truck actually starts to work. Hopping in the back, the pair signal Ellie to keep driving, since more Infected are on the way. They safely make it back to Bill's church. Bill makes Ellie stop the truck and goes to leave, Joel getting out to say goodbye. Both briefly remark that Ellie held her own against the Infected, but Bill still believes Joel will die soon. Before leaving, he gives Joel a siphon hose so he can obtain gas from abandoned cars.

Joel thanks him and expresses his sympathy for the loss of Frank. Bill asks if they're "square". Joel tells Bill that they are square; Bill no longer owes him anything. Bill then tells Joel to "get the fuck out of [his] town". Joel and Ellie do so, never seeing the man again.