- An ailing Will opens up to Joyce -- with disturbing results. While Hopper digs for the truth, Eleven unearths a surprising discovery.
- Joyce, Mike, Lucas, Dustin, and Max find Will standing on the school field, unresponsive. His mind is in the Upside Down where the shadow monster is entering his body. Suddenly, he is alert again. He tells Joyce that the monster "got him" and breaks down crying.
Eleven returns to the cabin where an angry Hopper is waiting for her. They fight over her having left the cabin and Eleven expresses her frustration about being kept in the cabin without being able to see her friends. He takes away her television privileges and she mentally smashes all the windows.
Will's temperature runs low and Will says he feels "out of it." Joyce runs him a bath to bring his temperature up. At school, the boys and Max look for Dart in the dumpster. Mr. Clarke gives a science lesson on how all living things respond to danger, and Will is seen looking in fear at the hot bath. He tells Joyce that the bath is too hot, saying "he likes it cold," indicating that something is possessing him.
Hopper goes to Joyce's house and talks to Will. The windows are all open and the house is freezing. Will says that since the shadow monster entered him, he can feel what it wants and that he has "now memories" of something growing and spreading. He has visions of tunnels, but can't explain them. Joyce suggests that he draw what he sees and feels.
Eleven cleans up the cabin and discovers a trapdoor to a cellar where hopper stores boxes. She finds a box labeled "Hawkins Lab"
Nancy and Jonathan are taken to Hawkins Lab after waiting at the park. Dr. Owens acknowledges that Hawkins Lab has made mistakes, one of which led to Barb's death, but the men responsible are gone. He tells them that he is there to make things better. He shows them the gate to the Upside Down and says that now that it's open, they can't close it. They are trying to keep anyone else from knowing about it so that the Soviets don't find out and weaponize it. Owens explains that the more people who know about the Upside Down, the more dangerous the situation becomes, which is why Barb's parents can't know the truth.
Will uses all the paper in the house drawing abstract pictures, which Joyce realizes connect to each other. Joyce and Hopper match up the pictures to reveal a web of vines. Hopper takes a shovel to a pumpkin field
Mike, Dustin, and Lucas meet to discuss what is going on with Will, excluding Max. Later, Lucas tries to talk to Max, who is upset that she was left out of the meeting. Lucas tells her that some things need to be kept secret for her own safety. She scoffs and skates away. Billy has been watching them and he asks Max about Lucas. Max denies that there is anything going on, but Billy tells her to stay away from Lucas.
Eleven finds a file marked "Terry Ives" (her mother's name). Using a photo of Terry and static from the radio, Eleven locates her in the void. Terry is muttering seemingly random words, but then suddenly looks at Eleven and says, "Jane." Eleven touches her mother's hand, but she disappears. Eleven comes out of the void, crying and calling for her mother.
Nancy and Jonathan are released from Hawkins Lab. As they drive away, it is revealed that Nancy tape recorded their conversation with Owens. Nancy vows to "burn that lab to the ground."
Dustin returns to him room to find that Dart has escaped. He finds pieces of slimy skin in the terrarium and hears a screeching. He finds Dart (now the size of a dog) devouring his cat. He screeches at Dustin, opening his face just like the Demogorgon.
Hopper digs up the pumpkin field to reveal a passage underneath. He goes into the passage and sees the white flecks in the air, indicating that he is once again in the Upside Down.
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