- A code red brings the gang back together to face a frighteningly familiar evil. Karen urges Nancy to keep digging, and Robin finds a useful map.
- El is talking to Max and tells that she is worried with Billy and Heather. Mrs. Driscoll is taken by the police to a hospital. The Mind Flayer attacks Tom and Janet in the empty factory and turns them into the Flayed. Hopper recovers at Joyce's house and they head to meet Kline to know the identity of the man that attacked him. Will senses The Mind Flayer and the group of teenagers reunites to discuss the problem without Dustin that is with Steve and Robin spying the Russians. They plot a plan to lock Billy inside the sauna to force the Mind Flayer to leave him. Nancy and Jonathan are fired from The Hawkins Post by Tom Holloway. Robin buys blueprints of the Starcourt Mall to find an access to the restricted rooms. Erica makes a deal with Robin, Steve and Dustin to open the door of the restricted room.—Claudio Carvalho, Rio de Janeiro, Brazil
- Max and Eleven discuss Heather but decide that she must be okay. Nancy and Jonathan call an ambulance which restrains Mrs. Driscoll, who is repeatedly shouting that she has to go back. Heather and Billy have gagged Heather's parents in the basement. A frightening monster comes and puts two of its tentacles over their faces.
Hopper wakes up after having been knocked out by the thug to Joyce taking care of him. She suggests they run his license plate to determine who he is but Hopper doesn't think he would have a car in his own name. Joyce tells him that he wasn't driving a car.
Police notify Tom, the chief editor of the Hawkins Post (who is also Heather's father) about Nancy and Jonathan's encounter with Mrs. Driscoll. Tom has a band-aid on his forehead, indicating that whatever the monster did to him did not have much of a physical impact on his face. He berates Nancy and Jonathan for going behind his back and lying to Mrs. Driscoll about being reporters, and fires both of them.
Max and Eleven meet the boys at Mike's house where Will explains his strong senses that the Mind Flayer is back. Will wonders if maybe the part that attached itself to Will was locked outside the Upside Down after Eleven closed the gate. He speculates that the monster would be looking for someone else to infect.
Hopper remembers that the man on the motorcycle was coming out of Mayor Kline's office the day Kline asked Hopper to clear the protesters. He asks Kline for the name of the man, and Kline says he doesn't know. Hopper can tell that Kline is lying and reminds him that he has dirt on Kline which could end his political career. Kline returns by saying he also has dirt on Hopper and could also end his career. Hopper beats up Kline who admits that the man works for the mall and gives him money and gifts in return for a deal Kline cut him to help expand the mall to Hawkins. Hopper demands to see the records of the land purchase and Joyce realizes that all the parcels of land purchased are near the town power plant, indicating that the electromagnetic force tampering with the magnets is in the power plant. Kline tries to escape and Hopper ties Kline up in his bedroom. They explore all the areas
Nancy and Jonathan fight about being fired from their jobs. Nancy says Jonathan doesn't understand what it's like to be a girl and be humiliated by sexist men all the time. Jonathan retorts that Nancy doesn't understand what it's like to be poor and really need a job. Nancy confides in her mother, who empathizes, being herself a woman society has beaten into submission. She tells her that Nancy is stronger than she is and that she's proud of her and that she should continue to pursue the story.
Dustin, Steve, and Robin are still staking out the mall. Boxes marked with the logos of the shoe store and Chinese restaurant are being brought into a heavily guarded room. Robin purchases blueprints of the mall, which show that the air ducts connect where they are to the secret room. Dustin tries to fit through the duct but gets stuck. They bribe Erica to try to fit through the ducts. She successfully reaches the room and lets the others in where they find vials of a glowing green liquid in the boxes. They set of an alarm and the room plummets underground.
Mike tries to apologize to Eleven, but she quotes him saying that girls are a different species and he knows that she has been spying on her. The kids trap Billy in a sauna to see how he reacts - if he's being possessed by the Mind Flayer, his body will react negatively to heat. He starts confessing that he has done bad things, but he was made to by a giant shadow. The Mind Flayer activates and Billy, now possessing superhuman strength, breaks out of the sauna. Eleven throws him through a brick wall and he runs away. Back at the factory, he tells Heather that Eleven knows the truth and it is revealed that the Mind Flayer has now possessed many people, who are all waiting at the factory as the Mind Flayer looks on.
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