Original subtitles

Do you know why I chose them?

Why I chose them to reshape the world?

It is because they are weak.

Easily broken.

Easily reshaped.

Controlled.

The perfect vessels.

Oh, baby.

-Mom. -Oh, baby.

I don't understand. How did you…?

He's a sorcerer. A real-life, honest-to-God sorcerer.

Mike.

You did it. You really did it.

The kids.

Vecna… he's got the kids.

I know. Derek, Mary, Glenn.

No. Not just them.

The others, they didn't make it out of Hawkins.

I could've helped them fight if I had just acted sooner.

But I was too late.

And now he's got all of them.

All 12.

We failed.

I failed.

No.

The tunnels. Radio Shack.

Your memory of what happened, of how you came to be here might be foggy…

-Mary! -…confused.

Holly!

The monsters… they tried to take you.

Hi!

But I saved you just in time.

-How are you? -Good.

This place, my home,

is now your home too.

Your sanctuary.

As long as you do not venture into the woods where the monsters live,

you will be safe here.

Now, I know many of you are wondering

when the rest of your friends and family will join us here.

The difficult truth is there is more at stake

than just the lives of your loved ones.

I don't wish to frighten you.

But I believe you are brave enough to know the truth.

An evil darkness is spreading across not just Hawkins,

but the whole world,

and soon it will be too late to stop it.

You can think of this darkness like the Black Thing in your book.

Just as the Black Thing threatened Meg's family,

so does the darkness threaten yours,

but I believe I have found a way to defeat this darkness.

How?

I have traveled far and long beyond our dimension.

In my travels, I discovered another world.

A world far from Earth.

This world is much like ours, only…

good.

Free of monsters and darkness.

It is the light.

Which brings me to the true reason why you have been chosen.

You…

are not like other children.

Like Meg, you are special.

You have dormant powers in here.

And I believe if we work together, we can awaken those powers,

channel our energy and draw this new world to ours.

And as the light…

reaches the darkness,

the light will expel the darkness,

your loved ones will be saved, and you…

you will be heroes.

Yes, Holly?

Are you going to leave again?

To bring more, uh, special kids here?

Poor Holly. She was the first one chosen,

and she was left here all alone.

But don't worry, I won't be leaving you.

Any of you. Ever again.

But for now,

eat and play.

And most importantly, rest.

Because tomorrow?

Tomorrow, it begins.

You said no one left this room.

That's direct from Sec. No one came in or out.

You're saying what? They vanished like Houdini?

I don't know, sir.

I want every square inch of this building checked.

Every room, vent, access panel. Let's go. Move. Move!

You okay?

I lost it.

We're too far.

It's okay. We're far enough away they're not gonna catch up with us now.

That's a hell of a trick you pulled.

I mean, maybe I should say it was bitchin'.

Wasn't that the word you added to El's vocabulary?

I'm a… bad influence.

Yeah, join the club.

-Lucas? -Shit.

-Oh, no. -Hey. Hey, guys.

Oh, no.

-Hey. -Oh, shit.

It's just a scratch.

-God, Mike, first aid. -Shit. Shit, shit!

Let's see.

-Can you lift it? Show us? -Yeah.

Ugh!

That's not too bad.

Oh, shit.

Yeah, it looks like just the right amount for a couple of badass scars.

I'm sorry I couldn't protect the kids.

You did everything you could. You… You fought.

You risked your life. Nice swing, by the way.

You saw?

He more than just saw.

So, Demos floating, limbs snapping, dying.

That was… That was all you?

I mean… Yeah.

Holy shit.

Holy shit.

You know what this means, right? You're like Will the Wise, but for real.

-Not really. -He's more like a sorcerer than a wizard.

Okay, yeah. I mean, sure.

But you get what I'm saying, though, right?

Like, this totally changes the game.

We got our second El.

I'm not like a second El. I don't have powers.

I'm just… I'm siphoning. I'm stealing Vecna's.

And to do that, I have to be near the hive mind,

and Vecna's not coming back.

-But his Demos might. -I don't think so.

They came for the kids, and he's got them all,

and he has his vessels.

"Vessels"?

That's what he called them. He said, "vessels for reshaping the world."

I just hope your theory's wrong.

What theory?

November 6th.

The day all this started…

is the day it ends.

You good?

Okay, Lucas, take it slow. Take it slow. I got you. I got you.

Come on, man. One more step.

Hey, hey. Come here.

I wonder if there's a way we can jack back into the hive mind

and access his powers again.

That's not possible, not unless--

The hive is close, I know.

But what happened tonight,

none of us thought that was possible either.

Mom.

Listen, I'm just saying, what if…

what if this time,

you don't use your powers against his army.

You use them against him, against Vecna.

Stab him with his own sword.

You didn't fail tonight.

What you did…

was extraordinary.

You said so yourself.

Vecna chose you because he underestimated you.

I think we all have. I know I did.

And that is a mistake I will never, ever make again.

But I'm willing to bet everything that he does.

And when he does,

it'll be the last mistake that son of a bitch ever makes.

It's a miracle they made it back in one piece.

Wish I could say the same thing about Harrington's precious Beamer.

This is what you're gonna do?

Act like nothing happened, make jokes?

You find Vecna, you come home. That was always the plan.

-That was never real, was it? -Of course it was real.

You're lying.

Just like how you lied about my training. You couldn't have me on your crawls

because your plan was to kill Vecna alone and die.

Hey. Listen to me. What happened today was different.

The kryptonite, you couldn't fight. I didn't have a choice.

And the bomb?

The bomb was… It was a fail-safe.

A fail-safe no one knew about.

I saw in your eyes tonight.

I saw.

You were planning to die.

And you always were.

Hey!

Your friends were supposed to be here, yeah?

Oh, you gotta be shitting me.

Well, this looks really promising.

We're in the lobby.

And… where are we going exactly?

Right. Like, what is it we're looking for?

-You've all seen Return of the Jedi? -The one with the teddy bears?

-Ewoks. -Yeah, it's the best one.

-Is it? -No, but every child loves it, so tracks.

In the film, if you recall,

the rebels need to destroy a second Death Star,

but it's surrounded by a protective energy shield,

which is created by a shield generator.

Yeah, cool. Thanks for the summary of a movie we've all seen.

It's an oddly relevant movie, Steve.

Look, I think this circular flesh wall is Vecna's version of an energy shield,

except it's not sci-fi.

It's supernatural, created by Vecna's dark magic.

And this dark magic shield is what's preventing us

from reaching him and saving Holly.

But if my math is correct,

the generator for the shield has to be in this lab.

So if we find this dark magic shield generator…

-We destroy the wall. -Find Vecna, save Holly.

Medals for all.

And it looks like what?

How would you expect me to know that?

Up or down?

I say both. Search in teams of two. Cover more ground.

Yeah, that's cool with me, but can we just switch the teams up?

Nance, you and me to go up?

-Oh, I mean… -Are you serious?

Me and Henderson need some space.

-Please. -Please.

Fine. How about me and you?

I think we need some space too.

So everyone but Nancy. That's just… It's convenient.

-Huh. -Hey, we don't have time for this.

Let's keep it simple, stick to the usual teams.

-Nance, I can't-- -I can't–

End of discussion.

Awesome.

Just awesome.

Heart and soul

-I'm gonna get you! -Nuh-uh.

The way a fool would do, madly…

You're it!

I'm gonna get you!

I can't believe you had a whole day here without me.

What do you think? I'm never sure. Does green work on me?

Yeah, totally.

-What's going on with you? -Nothing.

You're acting weird.

I think…

I ate too much cake or something.

Maybe Mr. Whatsit has some tea?

I'm sure he does. He has everything.

-What are you doing here? -We need to talk.

-Holly, the plan-- -Was to wait for Henry to leave. I know.

But he was talking and saying all this creepy stuff.

-Did anyone see you come here? -No, I was careful. Please, just listen.

I know why Henry kidnapped us.

He's going to somehow use us to draw another world to ours, to Earth.

"Draw another world"? I don't understand what that means.

Henry says it's to save Earth, but I think it's really to destroy it.

Whatever he's planning, he's going to do it tomorrow.

We have to get out of Camazotz right now.

We'll never make it. As soon as he realizes that you're gone,

he'll track you down with his powers and catch us.

-Are you sure no one saw you? -Positive.

-Who the hell are you? -Derek. Who the hell are you?

What are you doing here, dipshit?

I'm not Dipshit Derek anymore. I'm Delightful Derek.

-Much did you hear? -Not much.

Just how you wanna escape but can't because you need Henry to leave first,

otherwise he'll find you with his evil Vecna magic.

"Vecna"? I didn't say that name. How do you know that name?

-Mike. -Mike?

My brother Mike?

-He's like my best friend now. -You're best friends with Mike?

And also Will and Lucas and Erica and Mrs. Byers and Miss Robin.

We tried to save the others, but that didn't work.

So I'm here. I thought I couldn't trust anyone.

Then I saw your face during Mr. Whatsit's speech,

and I was like, "She knows he's full of shit."

So I followed you into the woods, and obviously I was right on the money.

-So can I come with you? -No!

None of us are going anywhere. Not as long as Henry's watching.

What if we make sure he's not?

You can't come with us.

But maybe you can help us escape.

But you really need to drop this new "Delightful" thing,

because if this is gonna work, we need Dipshit Derek.

Okay, the goal is simple.

We get Will close to the hive mind.

Once he is, he jacks back in.

Only this time, he doesn't go after a Demo.

He goes after Vecna.

One blow takes him out, ends him, ends his army, ends this nightmare.

That's it. So…

What do you think? What? Any ideas, thoughts?

There's no bad ideas.

I mean, I think it's, uh, a great plan.

Uh, I mean, it's a… It's a great plan, right?

Hey.

Yeah, no. Yes, it's a…

It's a great plan.

It's just…

It's just…

Will, you took out that Demo with your mind?

-I mean… -Three to be exact.

Simultaneously.

Well, butter my butt and call me a biscuit!

A real-life wizard.

A sorcerer, actually. His powers are--

Innate. Yes, thank you.

-What does that matter? -It matters.

Can we all just focus, please?

Okay, I will start.

We could build another telemetry thingy.

And then we could find El and Jonathan and the others,

and hope they have a track on Vecna.

Dustin hand-built that tracker himself. I have no idea how it works.

Maybe we could put our heads together and try to figure it out,

but it'll probably take…

Days, days that we don't have.

What if we put Will in the back of the van and drive him around like a human antenna?

-What? -She said no bad ideas.

Okay, what else?

Come on, guys, what else?

Anything.

Anything.

Is anyone else starving?

Bugles?

The world is ending.

Precisely.

The human mind needs energy and nutrients to sustain focus and creativity.

Hmm?

Eat.

-I got it! I got it! -I got it! I got it. I got it.

Okay, I'll go first.

Dustin is MIA, but his mentor… is not.

-Mr. Clarke? -He's the biggest nerd in Hawkins.

He taught Dustin everything he knows.

If anyone can build a new tracker, and build one fast, it's him.

That could work.

Yeah, but that'll just take time.

My plan is faster, bolder, better.

As I was heating up my popcorn, I thought about Billy in the sauna.

We heated him up to activate the particles, right?

They were dormant, just like these kernels,

just like the particles inside the Demos Will killed.

To bring 'em back to life, we have to heat 'em up.

There are 50,000 watts flowing through that tower.

We pump the dead Demos with electricity, shock those particles back to life,

and voilà, we've got ourselves an instant hive mind.

You want to Dr. Frankenstein a dead Demo? That's your big idea?

-Your plan is slow as shit. -Your plan is stupid as shit.

Hey, hey, children, stop it!

Let's be clear.

They each have flaws. Many, many, many flaws.

So we try both.

We throw two darts and pray for a bullseye.

Okay, that was too many stairs.

Treasures are always hidden in the deepest depths of the dungeon.

What is it, a treasure or a magic shield generator?

Keep your metaphors straight, dude.

Analogy.

Okay.

Did not expect to find a daycare in this hellhole.

That's a perk.

Holy shit, Henderson.

You were right.

Treasure.

-Okay, you know what? -What?

This is the perfect spot for you, considering your arrested development.

While I search the rest of the basement,

why don't you stay here and play with your balls?

Perfect, yeah.

-Finally, a plan I can get behind. -I can imagine.

Yeah, good luck looking for your… treasure.

I mean, shield generator.

I mean, made-up bullshit.

Thank you.

I'm starting to worry Dustin might be wrong this time.

I mean, this place is dead.

I dunno. The whole thing just seems… increasingly unlikely.

Well, we're here now.

Might as well search the place.

Hey.

Did I do something…

to piss you off or something?

What are you talking about?

I don't know. There's a tone.

-A tone? -Yeah.

-Okay. -See, that was it. The tone.

Yeah, well, now there's a tone because you're being ridiculous.

Yeah, well, was I being ridiculous downstairs also?

Oh, you mean when you and Steve started up your macho crap again?

Wait, no, you mean when Steve asked you to go with him, and you hesitated.

Um, actually, I said we should stick to the usual.

Yeah, after you hesitated.

I didn't hesitate.

I know you, Nancy. You hesitated.

Okay. So what if I did, which I didn't?

It doesn't matter.

My sister is missing.

Yeah, which is exactly why it does matter.

After everything that has happened,

that is happening,

I'm scared, Nancy, okay?

I'm really scared.

I don't know what's on the other side of any of this.

But what I do know

is that if we wanna stand a chance of surviving this,

all right, we need to be a team.

A team like we used to be.

We are still a team.

No, we're not.

Not anymore.

So, what, you wanna solve all of our relationship issues here?

-In Hawkins Lab? In the Upside Down? -No. No, Nancy.

I just want you to stop running away from me.

Start being honest with me.

Oh, and that's what you've been?

Honest with me?

Yeah.

Yeah, I've been honest with you.

-You hesitated. -No, I didn't.

I know you, Jonathan, and that hesitation was the size of a Mack Truck.

What are you doing?

Jonathan!

What the hell?

What is it?

Is it too late to take back what I said about Dustin's theory?

Nancy, Jonathan, do you copy? Over.

We are at the church, and we are wondering where the hell you are.

You copy?

Jonathan!

Nancy, do you copy?

Come on, guys.

After you and your policeman came all this way,

it must have been quite the surprise finding me instead of Henry.

I'm sorry, Kali.

I'm sorry for not finding you sooner.

You couldn't have known.

I have a bath, a tank at home.

I can search far, even here.

I think I was afraid to look for you.

How much did you know about Henry?

Everything, except…

that he was still alive.

Help me find him.

Kill him.

Then what?

It ends.

We can finally live. We can really live.

That's just a dream, Jane.

It doesn't have to be.

I had the same… dream.

That I could put a stop to all this,

that I could…

heal our wound.

But they found me.

Found my friends.

No!

They killed them.

And they took me.

I didn't understand why I was still alive.

I thought maybe this doctor was hired to torture me.

But this was not about revenge.

Dr. Kay needed me.

She needed my blood.

And her need was endless.

She just kept taking…

and taking.

And I began to think of her as a kind of vampire.

I don't know how long I was there. They had me drugged.

All I knew was I needed to get out.

And the only way out…

was death.

Dr. Kay thought she had stopped my tricks

with that… awful sound of hers.

But not all tricks require powers.

If I had known what was on the other side of that door,

I never would have left.

We thought of that. He must've made it.

-What were they doing? -I was playing…

Go away, dipshit!

You read my mind, numb nuts!

Derek, what are you doing? You're not allowed to go in the woods.

It's against the rules.

According to who, Mr. Rogers? He can suck my fat one!

-Mr. Whatsit! -Mr. Whatsit!

-Derek went in the woods! -Mr. Whatsit!

What if Henry catches Derek?

You think he'll hurt him? Or worse?

As long as Derek makes it to the cave, he's safe.

We just need Henry to take the bait.

How long is it gonna take to find the exit?

Let's hope not long.

Right, it's just you had your friend Kate to guide you, and--

All I've been doing for the past two years is moving through this maze.

I'm all the guide we need.

Once we find his first memory of you,

we follow the memory trail to the night he captured you.

And if I'm right, the exit to the real world will be there.

And then we escape Camazotz.

Then we escape Camazotz.

Hey, so, um, I realize,

and I know that I've waited just long enough

to make this super awkward,

but I never thanked you for saving my life,

which is, you know, kind of, sort of a big deal.

Especially to me.

You're welcome.

I… I… I mean, I should be thanking you.

Thanking me? Why?

For talking to me about Tammy and… and your life.

It was… It was so…

helpful.

Me? Talking?

Helpful?

Someone should really tell my mother.

So…

after… after this Tammy and this whole tape epiphany,

is that when you and Vickie started to…

No, no, no. Um…

I mean, I never would have had the guts to talk to Vic back then.

I was finally cool with myself,

but sharing that part of myself with

someone else, that was a whole other thing.

But eventually, I…

I did it. You know, I told someone.

Looks like we're all set.

But…

Wait.

-But… But who did you tell? -Oh. The obvious. Steve.

Wait, what?

Robin, I… I mean, I don't understand. I mean, not the same…

As in your Steve, like Steve…

Steve "The Hair" Harrington, my once sworn enemy.

All right, watch out!

That's good!

But wait, Robin. I mean, I like Steve. I just… I don't understand. He seems…

Like a bonkers choice?

-Yeah. -Believe me, I know.

To be fair, we had just been injected with truth serum by evil Russians,

which is kind of like liquid courage on steroids.

Really, drugs or not,

just saying it out loud to someone and hearing him be cool with it, you know?

It's like this weight lifted.

And, you know, if I hadn't have told Steve,

then I probably wouldn't have had the courage to open up to Vickie about it,

and probably wouldn't be talking to you about it either.

You know, you're only audience member number three.

I'm hoping to double my audience by the end of this year,

but that's only if you out-sorcerer the sorcerer, and we don't all die.

You don't by any chance have any of that truth serum left, do you?

Holy shit!

Step back!

This is it. This is where I woke up.

Good. So, look for anything that's out of place.

It'll be hidden. Hard to find, but…

There.

Oh.

Or not hard.

It's just a memory. Whatever's down there, it can't hurt you.

I don't understand. This was Halloween.

I hadn't met Henry yet.

Just because you didn't see him doesn't mean he wasn't here.

Hey, remember…

Just a memory.

Mm-hmm.

There should be another memory close by.

Do you know when you first actually met Henry?

Holly, I need you to focus, okay? When did you first meet him?

After school, I think.

Okay, where at school exactly?

The library.

Library.

I used to live in this house.

Bingo.

I absolutely adore that book.

Hello.

My name is Henry.

What's yours?

Come on, man.

Piece of shit.

-Really? You're actually playing in here? -I'm just following orders, dude.

Judging by your pissy look, I assume you didn't find the shield generator.

-It's here somewhere. -But you didn't find it.

Yeah, not on this floor.

So you were wrong.

-You would just love that, wouldn't you? -No, I'm just stating a fact.

No, you're gloating. Despite the fact that if I am wrong,

we don't reach past the wall, and don't find Holly and the other kids.

Do you understand how selfish you're being?

Me? Selfish? You wanna talk about selfish?

How about when we finally reach Hop and El,

we promptly ditch them to pursue this bullshit theory of yours?

Not to mention, you're the reason that we lost contact with them

because of your no-show at the crawl.

So this whole mess is actually your fault. And I haven't heard so much as a sorry.

Shit. Again, it's not like I just didn't show up. I was attacked.

No, you wanted a fight, and that's what you got.

Just look at your face.

You've done some stupid shit in the past, but this? Man, this takes the cake.

You wanna talk about dumb shit?

How about chasing somebody else's girlfriend

while the world is ending?

Nancy is a friend. She's a friend, okay?

You remember what that's like? Having friends?

Yeah, I do. I remember what it was like to have a good friend,

a real friend who actually believed in me, and who was actually kind to me.

-Aha! Aha! -What? What?

There we go. What this has all been about, really, is Eddie.

All your bullshit, pushing everyone away,

it's because no one could ever be as perfect as he was.

He wasn't perfect, but at least he knew that, unlike you.

He was never fake. He didn't care what other people thought about him.

He was just himself.

And you know what? He was the smartest, kindest person I've ever met.

And he would've solved this in 30 seconds flat.

If I'm such a goddamn idiot, how come I'm the one still standing here?

What the hell is that supposed to mean?

That night,

I told you not to be heroes. I told both of you.

What did Eddie do?

-He charged into a swarm of killer bats. -To save my life.

He saved no one.

-He saved everyone! -You can keep telling yourself that.

But deep down, the reason you're so goddamn pissed

is because you know the truth.

Eddie wanted to play hero,

and he made a dumb call, and he got himself killed.

Shut up!

No! What the hell, man?

What are you doing, man? Stop it.

Hey! Stop!

Stop it, man! Henderson!

Hey! Hey! Henderson! Hey, what are you doing?

Calm down! Calm-- Henderson, Henderson!

Jesus! You're gonna hurt yourself, man!

All right, Dustin.

Enough, man! Enough! Enough! Stop!

You know what, man?

I'm done.

I'm done.

All right, yeah, just go and crawl back to Nance!

You dumb,

fake asshole!

What the hell?

What do you think?

Maybe some kind of nuclear explosion, like Chernobyl?

Yeah.

That's what I was thinking, but in a nuclear explosion,

everything would burn. It wouldn't just melt like this.

Do you notice the air?

-The air? -Yeah.

Look, it's clean.

There's no spores.

Whatever happened here,

Vecna's behind it.

Had to be.

Dark magic.

Whoa! Shit!

-Okay. All right, okay. -Yeah.

-You all right? -I'm fine.

Okay.

-Oh, Jesus. -Oh.

Christ.

What the hell happened here?

You just had to pick up, didn't you?

I never knew how close I was to making it out.

Now, thanks to you and your policeman, I do.

Ten yards.

Ten yards.

One more corner, and my life would have been…

different.

Gun!

Open the goddamn door!

Open up!

In my search for a way out, I found something else.

I found the answer

to why I was there.

They were infusing her

and her unborn child

with my blood.

And it was killing her, along with her unborn child.

Help.

I don't know how many there were, but they were all sick.

Dying.

I… I… I don't understand.

Pregnant women.

A secret government program.

Does that not remind you of anything?

Mama.

It was not drugs that gave us our powers, Jane.

It was Henry.

Now, Dr. Kay is trying to restart Papa's program,

but my blood is not working.

Not as Henry's did.

The truth is, Papa's children were always just pale imitations of Henry.

Only one of us…

was truly like him.

This is just an illusion. This isn't real. None of this is real.

Why do you think Kay is so desperate to find you?

They will find you, and they will create more! More like you!

Like Henry.

There are no happy endings, Jane.

Not for us.

Hey, it's okay. It's just me.

It's just me.

Northwest. Northwest.

A little lost, are we?

Who gave you this map?

Your mom!

Look at me!

You lie to me again,

and I will kill your fool of a father…

your snake of a mother…

and that bitch of a sister too.

-All right, my dears. Playtime's over. -Come on.

Come on.

What is with that grumpy face?

Come on. We have books to read, art to create,

wisdom to unlock.

Are you positive nothing else happened

-before the Demo showed up? -Yes.

Walk me through everything again from the beginning.

-I've told you already. -Tell me again.

Mary and I were at the merry-go-round.

-Stop, Derek! Get off! Stop! -Hold on tight!

Derek was a dipshit to us, like usual, and then Henry called me over there.

He told me he'd protect me from the monsters,

and I didn't see him again until the field.

I just got in trouble for having an imaginary friend,

and Mom got all weird, and she got into a big fight with Dad.

What is it?

That's wrong. It should be yellow.

Stop!

Mom! Mom!

Mom! Dad!

Please, please let me go! Let me go!

Mom! Mom! Mom!

Help! Help, Mom! Mom! Dad!

Get back!

Holly. Holly.

You all right?

I don't know.

I don't know. I feel…

Scared?

We're close to the final memory.

You might start to… feel things,

some things that you felt that night.

I know I did.

But it's just like an echo.

It's a good sign.

It means you're almost home.

Come on. Follow me.

You said I'm almost home.

But you're coming too, right?

Mmm. No. I'm gonna stick around here, actually.

Of course. Are you kidding?

Come on.

-Hey! -What are you doing?

Cables won't reach the ground.

We're gonna have to do our little science experiment up here.

Okay. Take it really slow.

Okay.

-Ready? Ready? -Yeah.

Ready!

Okay, we're all set.

If anything happens, you just get out of there.

I will. I promise.

And if shit really hits the fan, we just crank up the voltage,

burn out the particles, unplug him from the hive.

-Mom? -Yeah?

Thank you for trusting me.

Kill the bastard.

All right. You got this.

Light her up, Frankenstein.

It's pronounced "Fronkensteen!"

It's working. It's working!

We're at 50%!

Come on. Come on.

Dipshit!

Where is he? Where's Mr. Whatsit?

I think I'm Derek.

-Derek? -He's with the others.

-The other lost children. -What about Holly?

-Do you see Holly? -No.

Spit it out, dipshit! Mr. Whatsit, where is he?

Searching for Holly.

Henry is searching for her.

Holly would never run away. She isn't like that. You're lying.

I'm not lying. A monster tricked her.

It's disguised as a girl with weird clothes and red hair.

She calls herself…

Max.

Wait. What about Max?

She's with Holly.

But Vecna… Vecna's hunting them.

I just stood there.

Why didn't I fight? Why didn't I help her?

That was old Holly.

You would now.

No! Mommy! Mommy, please!

Come on.

What is that?

Our exit.

It doesn't look like an exit.

You sure you're not a monster?

Pretty sure.

I told you, Holly.

Never go into the woods.

-Shit! -Max, he's coming! No!

Holly, give me that.

Max, hurry!

Max!

At long last,

the fox is caught.

Stop!

Max!

It is working.

Sorcerer.

Max! Are you all right?

-Max! -Max!

If you…

…can hear me, you…

-…need… -…to run!

Run!

Get out.

Get out!

Get out!

What is happening?

Get out!

Get out!

-Will, can you hear me? -Come on!

I'm right here.

-Come on, Will. -Crank it! Crank it!

Will, come back to us.

Come back to us, Will. Will!

Will, come back to me!

-Come back! -Will! Will!

Whoa!

Just more of this melted shit.

Jonathan.

You see this?

See what?

My light.

Watch.

Whoa.

Something's there.

Dark magic.

Oh, God.

Dustin, Steve, you guys copy?

We found the shield generator. Do you copy?

Jonathan, it's Dustin. Do you copy?

I can't hear you. Can you hear me? We have found the shield generator.

Just listen to me, okay? Don't do anything.

Don't touch it!

Don't touch anything!

Shit!

They're out of range.

Well, I guess they'll miss the show.

Jonathan!

If you can hear me, I was wrong!

The shield generator, it's not a shield generator!

It's not dark magic! It's something else!

Jonathan! Nancy!

Jonathan! Nancy! If you destroy it, you will die!

We will die! Holly will die! Everyone will die! Do you copy?

You sure about this?

No.

Jonathan! Nancy! Jonathan!

Jonathan! Nancy!

What the hell are you doing?

Listen to me! Don't touch anything!

Maybe you missed?

-Maybe we should, uh… -Yeah.

Before you say anything, I know it's 5:00 in the morning,

but I need you to build me a telemetry tracker.

What? Erica, it is--

Five in the morning. She led with that, buddy.

I'm sorry. Who are you?

-My uncle. -Babysitter. Babysitter.

Who is it, snookums?

It's okay, sugar lump. Go back to bed. I'll just be one second.

Okay.

The librarian?

You get too loud in the sack, she shush you?

Okay, listen. You and whoever you are, this is highly inappropriate.

I will see you in class, Erica.

Dustin is in danger.

Danger? What kind of danger?

Like the life or death kind.

What do you say, snookums? You gonna keep playing with your bookworm,

or you gonna build us our tracker and save your star student?

Henderson!

Dustin!

Dustin. Hey. What the hell was that?

Was that the shield generator? Did they find it?

I was wrong.

I was terribly,

catastrophically wrong.

What?

After you left, I found a journal.

Brenner's journal.

The key to destroying that wall is in this lab,

but it is not a shield generator.

It isn't dark magic. Vecna didn't make it.

Science did.

Theoretical physicists call it exotic matter.

A single source of energy that is holding that giant wall together,

and I think Nancy just shot it.

How is that bad? That's why we're here, to get through this wall.

-You are not listening! -I am listening.

Vecna didn't make the wall. So he isn't on the other side,

which means Holly and the missing kids aren't either. Nobody is.

Then what the hell is on the other side of that wall?

Why'd it stop?

Dustin, what's on the other side of the wall?

Death.

Whoa.

Come on! Come on, let's go!

Hurry! Hurry! Hurry!

Let's go! Let's go!

Get down! Get down!

This whole time,

everything we have ever assumed about the Upside Down has been

dead wrong.

The gate!

The gate!

I can clear a path!

No, no, no! You stay behind... stay behind me!

No! Goddamnit!

No!

No! No!

This place, the Upside Down,

it isn't another dimension. It's not another world.

It's a wormhole.

A bridge

between two points in time and space, between our world and another.

And if the bridge collapses?

It will take us with it.

All of us.

Go, go, go, go!

Are you okay? Are you okay? It's okay.

We're safe here. He can't get us here, okay?

Max…

Holly!

Come on.

Holly, sweetheart. Stop, or I'll hurt her.

I know you believe Max is your friend.

But she has tricked you, Holly. She has corrupted your mind.

She is a liar.

No! No, you're the liar!

I saw you! I saw what you really are!

You're a monster! A disgusting monster!

Holly!

If you don't come back with me right now and rejoin the other children,

I will have no choice but to hurt Max.

I may even have to kill her.

Then why don't you? Huh?

I'm right here.

Oh, that's right.

You're too scared of a stupid cave, you goddamn coward!

Things have changed, Max.

There are now other ways to get to you.

And Holly?

When your new friend begins to suffer,

and she will suffer,

you can either return to me and end her suffering,

or you can watch your new friend die.

Her life is in your hands.

Can someone please explain to me what the hell happened out there?

We burnt out the particles. I watched them fly up the tower.

-I mean, you guys saw that, right? -Hard to miss.

So Will should be unplugged from the hive mind.

-Theoretically. -But why didn't he wake up?

How did he see Max if she's with Holly?

Is this real? Is Vecna messing with us again?

This makes no goddamn sense!

The doctors, they never understood why Max was in the coma, right?

What? No. Why?

Okay. Okay, okay, okay, okay.

So let's just assume for a second that everything that Will saw was real.

-He saw Max. He saw Holly. -Yeah, but how?

I'm getting to that. Let's say that, uh…

this is Will,

and this is Holly.

And…

uh, this, of course, is Max.

They're in three disparate locations, the Squawk, the hospital,

and some presently unknown place in the Upside Down. Right?

-Right. -Yeah.

But they share one very essential thing in common.

They're all unconscious.

What happens when Vecna captures you?

You go into a trance.

Which would look a heck of a lot like a coma.

No wonder the doctors are so clueless. Max was never in a coma.

She was in a trance.

Just like Will. Just like Holly.

It is hitting me like a Whitney Houston high note.

What if their minds…

are all in the same place?

In Vecna's mind.

Imprisoned.

At least, they were.

If Will's right,

then Max and Holly are now making a prison break.

And if they succeed,

they will return to their physical bodies,

and Max will come back to life.

And they'll have been in Vecna's mind, literally.

They'll know everything. They'll know where Will is.

-Where the kids are. -They might even know what he's planning.

-That's endgame. -The fate of the planet may very well rest

in the hands of your comatose girlfriend and your baby sister.

It's worth one more shot, right?

-Can you drive? -Not legally.

Good enough. Take Joyce's car. Do not get pulled over.

Get to Max. I'll stay with Will.

Okay.

Do you remember this place…

William?

No, no, no…

-Does it… bring back… -No.

memories?

Max, Holly…

They got away, didn't they?

Did the leg slow you down?

You think you are clever, don't you?

But remember, I am the one.

The one who invited you in.

You were my vessel.

My spy.

My builder.

Builder?

How do you think the tunnels came to be, William?

You built them

each and every night you slept.

There is much power within you.

But make no mistake, boy.

They are my powers,

and they are stronger than ever before.

Much stronger.

Now, at last, it is time.

Time for my vessels to lead us to a new world.

A better world.

Too bad your world will never exist,

now that Max has one of your vessels.

There are ways to smoke a fox from its den, William.

And you are going to help me.

You are going to be my spy

one last time.

No.

Never.

The more you resist…

the more this will hurt.

Stupid.

-Hey! -What are you doing?

Seeing if he's still out there.

-He's not. -How do you know?

Because he knows he can't get us in here. Let's go.

He said that things had changed, that there were other ways.

Yeah, and he's totally full of shit. You should know this by now.

So we're supposed to what? Just do nothing? Accept our fate?

No, we're not accepting shit.

We're just staying alive until we're rescued.

-Rescued by Eleven? -Mm-hmm.

How do you know that was even her?

Unless you know somebody else with psychic powers

who's able to remotely infiltrate Vecna's mind,

fight him off, communicate through him to tell us to run, then it had to be El.

Which means she knows we're here, and she'll come and she'll save us.

Now, can you please stop pacing?

Seriously, you're starting to remind me of your brother.

Thank you.

Why can't Henry come in here anyway?

I don't know.

You've had two years with nothing to do.

You must have a theory.

If we're just waiting, we might as well talk.

-This prison… -Camazotz.

Camazotz. Sure.

It's made up of Henry's memories, right?

Including this cave.

So I figure it's like,

I don't know, a memory that, for whatever reason,

Henry doesn't want to face.

Something traumatic.

Except there's nothing in here that is even remotely scary, so…

maybe not.

Anyway, that's my theory.

I like it.

Thanks.

And if you're right,

maybe we can escape through this memory.

-What? -Okay, so…

My house, your attic, those were traumatic memories too,

and they led us out of Camazotz.

So maybe Henry's memory can too.

First of all, there's nothing in here, as I said.

Secondly, our memories weren't simply traumatic.

They were memories of the precise moment that Henry stole our minds.

And he can't steal his own mind, can he?

-How do you know? -Because that makes no sense.

And everything in this place makes sense?

I mean,

maybe there's like a…

a secret passageway or something.

Right, yes, I totally forgot about the secret passage.

What about out there?

Sand. Lots of sand.

-You've searched it? -Yes.

-All of it? -It goes on for miles.

So, no.

You are not going out there.

Holly, we're staying here, and we wait for Eleven, end of story.

I don't think Henry was bluffing

when he said there's another way to get to you.

We have to find a way out of here before that happens.

You coming?

Or are you gonna let a child head into the desert unsupervised?

I take it back.

You don't remind me of your brother. You are your brother!

Joyce?

Did someone call the funeral home?

Mike.

El!

Oh, Mike…

I'm here now.

You're okay.

I'm okay.

This is Kali,

my sister.

And this must be the famous Mike.

I don't… I don't understand.

It's a long story. Probably best just to tell it once.

Where's the rest of our greeting party?

He's just in here.

Oh, Jesus.

How long has he been like this?

A few hours.

Do you think you can find him?

Any clue in there about how long it takes a wormhole to collapse?

Ten minutes, maybe 20?

I thought it'd be instantaneous. Clearly not.

-Why do you sound disappointed? -I'm not disappointed.

-You sound disappointed. -I'm confused.

As far as I see it, there are two possibilities.

Either this is the afterlife, and you and I are spirits.

-Which seems unlikely. -Ooh.

Or Nancy didn't completely destroy the exotic matter.

Because if she did, the walls of the wormhole would have collapsed.

And we would have been sucked into oblivion.

Okay, so what are we waiting around here for?

Where are you going?

To see if I can get a damn signal to find Nancy.

-Steve, wait. -Let's go, Henderson.

-Wait! -Let's go.

Steve, we don't know if it's safe up here.

You said the exotic matter wasn't destroyed.

No, I said it was not completely destroyed.

But it was very clearly disturbed.

We have no idea what effect this will have on matter, space-time, gravity.

This whole building could very well be

a highly unstable, physics-defying death trap.

It seems pretty stable to me.

Nancy, you copy? Jonathan, are you there?

Hello?

Mother of God.

Please tell me they're not up there.

No, no, no, no. No! Nancy!

Nancy! No, no, no.

Nancy!

Come on. Nancy.

Come on. Come on.

-Are you okay? Are you okay? Okay. -Yeah. I think so.

What happened?

I don't know. I don't know.

I guess we fell.

And also clearly didn't destroy it.

Just pissed it off.

Come on. Let's go.

Let's get the hell out of here.

-Where's the door? -Shit, shit.

It's there. Come on.

Shit!

No, no, no! Shit! Shit! No, no, no, no!

Goddamnit.

Come on!

Nancy, she didn't leave a note or anything at the church?

No. No, nothing.

Which means they're either a bunch of inconsiderate pricks,

or they got captured by the military.

To put your mind at ease, I am heavily leaning on the inconsiderate prick theory.

Wait, and that flesh wall you found, you don't think…

They got sucked into the giant vacuum cleaner? No, I don't.

But I don't really know, Mike. I'm as confused as you.

This whole thing, Max, Holly, this wall, it's all gotta connect somehow,

but I can't figure out how.

It's like there's a missing piece of the puzzle.

A big piece.

The pieces are in Vecna's mind, and now we finally have a way to get in.

Except Jane hasn't found anything.

Oh, boy! Here comes Pollyanna to brighten everybody's day.

She's struggling up there.

Oh, yeah? Maybe you should give her some time.

She's getting weaker, not stronger.

So you are the expert on El, huh?

You've known her for what, a day and a half?

Longer than you, actually.

We were raised together, and her name is Jane.

-Jane Hopper. -I'm just here to help.

You're just here to help. Well, I'm sorry I'm all out of gratitude.

I thought you said this fight was pointless.

You said this whole thing was pointless?

I never said that.

Really? It sure as shit sounded to me like you did.

I leave you alone for two seconds with El, and you worm your way into her head.

She's probably having trouble finding Will because you've thrown her off track.

She was off track when I met her because of you.

Because of your lies.

Everything I have done…

…is to protect her. Keep telling yourself that,

but if you really want to protect her, she needs to know the truth,

and she needs to be ready to deal with what's waiting for her

on the other side of this.

Killing Henry won't end this.

What does that mean?

It means nothing. She's a child. She has no idea what she's talking about.

She's talking a bunch of nonsense.

I think you know I'm not.

But just as you lie to Jane, you also lie to yourself.

You ask why I'm still here?

I'm here to make sure that this never happens again.

El.

El!

Hey, is everything okay?

I can't reach him. He keeps slipping away.

Well, we have plenty of food in there,

so eat, rest, and recharge your battery, and we'll try it again.

Or…

we improve your signal.

-The tank. -Yeah. It'll take a while to set up.

But you've gotta recharge your battery anyway.

Plus, that thing was a pain to build, so I'd like to get some use out of it.

-Doris, I'm gonna sign in later. -I'm here for emotional support.

Miss Buckley! Miss Buckley!

Oh! You know what?

Hey.

-We need to talk. -Yeah.

-Wait, Robin! -I've gotta deal with this. Just go!

What about the plan?

Vickie.

Listen, I know you're pissed, and you have every right to be.

-They're looking for you. -Who is looking for me?

-Security. MPs. -Why?

-You wanna play dumb? -I have no idea what you're talking about.

Okay, all right, let me give you a hint.

You, Mr. Bailey's room, benzos.

Well, does it ring a bell yet?

Robin, you've gotta start telling me what is going on with you right now.

Okay, Max, time to come home.

I think we've been at this long enough.

We've searched an inch of this place.

At last, you get my point.

I've spent I don't know how long searching out here, but too long.

You're not gonna just suddenly find something that I haven't, okay?

Did my brother ever tell you about Uncle Eric?

Uncle Eric?

He's a metal detectorist. Do you know what that is?

He searches for metal.

Yeah, with his metal detector.

Looking for super old treasures and stuff that dead people have left in the ground.

Anyway, his favorite place to search is Indiana Beach Amusement Park.

I mean, he searched there for years,

but all he ever found was a bunch of cheap trinkets.

Then one day, he opens up the newspaper and boom, front page,

some random tourist found a tin can

filled with gold and silver coins worth like millions of dollars.

Right, so let me guess, in this scenario, I'm Uncle Eric…

And I'm the tourist.

So stupid.

"M" marks the spot.

-Where are you going? -I have an idea.

-What idea? -I'll show you when we're closer.

-Holly! -You said you wanted to go back.

Well, we're going back.

Guys, if you can hear us, we're coming. I repeat, we're coming.

Steve, slow down! The higher we go, the more dangerous it gets.

All the more reason to speed up.

We're no use to them if we're dead. Steve!

As I was saying…

Come on!

Damn it!

What are you doing?

A few floors down, it looked like one of those soldiers cut through that door.

Watch out.

Shit! Get back!

Shit! Shit!

Oh, God!

Holy shit!

The table! Get to the table!

Now what?

Help! Help!

-Help! Help! -Steve!

-Help! Help! -Hey! Help!

-Help! Help! Help! -Help! Help! Help!

Almost ready out here.

El's gonna fix this.

She's gonna fix it.

It was my idea, Hop.

It was…

my idea for him to go in there.

I don't know. I just thought maybe,

after everything that happened, after everything I saw him do, that…

I started thinking maybe all this time

that I've been trying so hard to protect him,

I've really just been holding him back

by not listening to him,

not trusting him.

And so if I just…

I don't know. If I just believed and let go,

that, I don't know, somehow this could all work out. And…

It's like every choice that I make is wrong.

I know.

I mean, you can push them into situations they might not be ready for.

You can be like me, and you can be overprotective,

and they just resent you for that.

Joyce, one of the joys of being a parent…

is that you'll have a constant reminder your whole life

that every choice you've made

has been wrong.

It's not on you, Joyce.

It's not on you.

That looks nice. Murray find that for you?

Yeah.

Santa Claus has good taste.

Hey. Back at the Squawk,

Kali, she said something weird

about this not being over even if we kill Henry.

Do you know what she's talking about?

It doesn't matter.

I should warm this up.

Okay, well, if it doesn't matter, then why was Hop so angry at her?

It's nothing, Mike, really.

-Friends don't lie. -I'm not lying.

You're avoiding. That's a cheat. I just want to help.

You can't help. Not with this.

Let me be the judge of that.

El, come on.

There's a lab in the Upside Down.

They're restarting Papa's program.

Trying to make new numbers.

The military?

Okay.

So, after we kill Vecna, we destroy this new lab.

End the program. Like a side quest.

Mike, no, you don't understand.

They don't need a lab to make new numbers.

Henry's blood.

It's in me.

I'm not a monster.

I know that now.

But with me, with my blood,

they can make more monsters.

They can make more Henrys.

The military will always be looking for you.

We've always known that. Which is why we aren't staying in Hawkins.

When this is all over, we're leaving.

Escaping to some far off land. Remember?

Somewhere where they can't find us.

Somewhere where there's at least one waterfall.

Mike.

This isn't like one of your campaigns.

You don't get to write the ending.

Not this time.

Maybe I don't.

But we do.

You, me, Lucas, Will, and Dustin.

Because this is our story.

And it starts with getting Will back.

Max.

You realize you don't need your spyglass anymore? That's my cave.

Yep.

Also, the cap is still on.

Yep.

Look.

Cap on.

Okay, it's very dark.

But not totally.

You see that cutout of light?

It's in the same shape as the cave entrance.

What are the chances it cracks in the same shape as the cave,

the cave we know Henry visited?

I think the cap is a map, a map Henry made when he was young,

a map that'll lead us to some kind of secret location.

We just have to get the shapes to line up.

And you think in this secret location, we'll find what?

Henry's traumatic memory?

That. And a way out of Camazotz.

At least… that's my theory.

-I like it. -Thanks.

There's one tiny hole in your theory, though.

We're near the secret location, and I've got eyes,

and I still see absolutely nothing but more goddamn sand--

Hold on!

Hold on!

"M" marks the spot.

Vic, do you want to maybe verbalize something?

It's just unclear what your face is trying to communicate here.

I know that it's a lot to absorb, especially all in one go.

Monsters and alternate dimensions,

and I realize that the drugging of the Turnbows was a bit unethical--

-Okay, stop, Robin. Please, just stop. -I tried to tell you like a million times.

No, you lied. And then you kept lying over and over and over again.

-I knew something was wrong. -I know! I'm sorry!

"Crazy day at work. Call you tomorrow."

"Sorry, there's another crisis at the Squawk."

I mean, who works all night at a radio station?

And who is stupid enough to believe that?

Apparently me, Vickie,

who's sitting at home, waiting for the phone to ring

while you're off with your friends, getting high.

Getting high?

Come on, Robin. You are going through withdrawal.

You have the wrong idea. I am not on drugs.

-Right, sorry. -Just look at me!

You have been busy with your friends hunting monsters!

God! All right, maybe you even believe it yourself.

With the amount that you were clearly on, if you just go cold turkey,

it can cause confusion, paranoia, hallucinations…

These are not hallucinations!

Okay. So let's recap.

-There is a dark wizard… -Uh-huh.

-…who is stealing children… -Yep.

-…and putting them in a dream world. -Right.

Vickie, the earth has split in four.

The military has taken over our town.

Is what I'm saying really so insane?

Batshit!

You wanna know what my face is communicating right now?

-Yes. -Anger.

But with a dash, and it is a very, very reluctant dash,

of worry.

Because as furious as I am with you right now,

you are not well, Robin, and you need help.

You need serious help.

-I got a call about some drugs… -Hang on.

Have you seen her?

Robin Buckley?

Yes, she's here. I just saw her go into that room right there.

Vickie, I'm so sorry.

Don't.

-But I gotta go. -Robin!

Hey!

Hey, I'm talking to you!

Buckley, stop!

Where do you think you're going?

Help!

-Help! -Dustin!

-Help! Steve! -Hey!

Oh, thank you.

Steve, what the hell are you doing? That's never gonna work. Stop! Stop!

Steve, stop. I'm serious. It's not safe.

-You're gonna fall. -It's unstable. I got it already, okay?

No, don't! Stop being an asshole!

I'm not. I'm trying to get to them!

You always try to get yourself killed, and I can't let it happen again.

Stop being so selfish, please.

If you go on there, you're gonna die, and I can't deal with it again.

You can't die 'cause I can't deal with it again.

Don't let it happen again. Please. Please don't let it happen again.

Not you.

I'm sorry.

No, no, no.

-Help! -Help!

-Come on! Help! Hey! -Help!

Whoa, whoa, whoa!

Down. Get down. Get down.

-What are we doing? -Sitting spreads our weight out.

Mr. Goldstein, physics.

We can buy ourselves some time.

They must have heard us by now.

Then why haven't they called back?

And even if they did, what could they even do?

Something. Anything.

Yeah. Yeah.

They're not coming.

Don't say that.

You wanted honesty.

I hate The Clash.

What?

I hate The Clash.

Every time you put them on, I just try to disassociate from reality.

Yep.

I hate reading your articles.

You don't actually wanna hear my thoughts.

You just want me to tell you they're great.

Because they are.

Most of the time.

Most of the…

Wow. Okay.

I never read Slaughterhouse-Five.

I just read the Cliff notes and pretended I liked it.

I never read Anna Karenina.

I just read the Cliff notes and pretended I liked it.

You are always exactly six minutes late,

and I never say anything, but really, I wanna punch a wall.

I took your pink sweater to Goodwill.

What? I was looking for that.

You know I hate pink.

But I felt guilty afterwards if that makes you feel better.

I flushed the last bag of Purple Palm Tree Delight down the toilet,

and I didn't feel guilty about it after.

-Come on. -I hate it when you're high.

I hate it when you're drunk.

I hate it most of all when you're high and I'm drunk.

Me too.

Why do we do that?

No idea.

I never applied to Emerson.

I know.

Why didn't you ever say anything?

Why didn't you?

I'm not sure.

I just felt like I was…

doing something wrong.

Like I was going against the natural order of things.

You know, with…

with what we've been through, it just…

You mean our shared trauma?

Yeah.

How could anyone else possibly understand?

It's like this…

this thing that…

ties us together forever.

You know?

It made me feel safe.

But also…

I don't know.

It can be suffocating.

Yeah.

That spring break,

when you were in Lenora…

I didn't really have to stay behind to work.

I could have had Fred cover for me.

But I think that's why I stayed.

That feeling that I just…

I needed space.

Space to be with someone else?

Steve's a good guy.

He makes me laugh.

And, he has better hair than you. Like, way better.

But no.

No, it was never like that with him.

We're just different people.

You know what he told me? He wants six kids.

Six kids?

Six little nuggets.

That's like a Happy Meal.

But my point is…

he knows what he wants, and that's great.

But I…

don't.

And…

I guess I was hoping I'd have time to figure that out.

-But then… -The world split in four.

And now…

And now…

Hey…

One last confession.

A big one.

John Coltrane.

I figure that…

I've screwed up enough with you.

It'd be nice to get something right for once in the end.

Here.

Nancy Wheeler.

Will you…

not…

marry me?

I tried to convince myself

that this would somehow

fix everything.

But it was just gonna make things worse.

Which is why it has been sitting like a cannonball in my pocket

for the last two days.

So what do you say?

Do you accept my un-proposal?

I accept your un-proposal.

I loved you.

I love you,

Nancy Wheeler.

I love you, Jonathan Byers.

Oh my God.

Jonathan!

Oh my God!

My God.

Thank you.

I will find him.

I will bring him home.

Okay. Now remember, if you want out of there…

Will, I'm here.

I need you to show me where you are.

Show me where you are.

Will.

Will.

Will, can you hear me?

Will, wake up!

Can I have that?

Do you think someone fell?

It… It's just a memory, right?

Nothing in here can hurt us.

Nothing can hurt us.

Just stay behind me, okay?

-But you said-- -I know what I said.

How did you find me?

How did you find me?

He sees us. He sees us. How does he see us?

I won't hurt you.

Please, mister, don't shoot.

Who are you?

Henry. Henry Creel. I live near here.

-Who sent you? -Nobody sent me.

-They sent you. -I was in the caves. I heard a scream.

They sent you!

You're just confused. You need a doctor.

Please! Please!

Holly!

Holly!

Shit!

Hey, it's okay. It's okay.

Why did that man try to hurt Henry? Hurt Henry? He was only trying to help.

-I don't know. -Is this what made Henry bad?

I don't know. But it's over now, okay? We have to keep moving.

You were right.

The way out of Camazotz, it's here.

Be runnin' up that road Be runnin' up that hill

Max?

…make a deal with God And I'd get Him to swap our places

You are going to spy for me one last time.

Found you.

Will. Will, it's okay. It's okay. I'm here.

-El… -I'm here.

El… El…

It's me. It's me. I'm here to bring you home. It's okay.

I tried to stop him, but I couldn't.

He saw.

He saw what? What did he see?

Max.

He knows where she is now.

And he sent them after her.

They're coming for her. In Hawkins.

-El! -El, what's up?

Are you okay?

El, what's wrong?

-Is he all right? -Yeah.

Vecna's going to kill Max.

We have to get to the hospital right now.

Hey! Are you deaf or what? She's in withdrawal.

-I am not. -You know what that means?

She needs to be in a hospital, not a prison.

Would you look at that? She's in a hospital.

This is Hawkins, Candy Cane. Not our first junkie.

Power outage in a hospital.

Can't be good for Granny. Not our problem.

You don't understand. We need to evacuate.

We don't need to do shit. Keep moving, junkie.

I'm not a junkie.

If we don't get everyone out of here right now,

we are all going to die.

There is nothing you can say on God's green earth

that is going to keep you out of a cell. So save your junkie breath.

-We need to evacuate. -I actually don't need to do shit.

Holy shit!

Run!

They're not after us.

Huh? What?

They're not after us. Do you know another way out?

The basement. The basement! It leads to staff parking.

Okay.

Come on, Lucas, pick up. Pick up.

Pick up. Pick up. What are you doing?

-Can those things understand English? -No.

-Then this doesn't need to be private. -What?

Lucas, it's Robin. A Demo is headed your way.

Do you hear me? A Demo is headed your way. You need to get Max out of there now.

Take the elevator. They're on the stairwell.

We'll meet you in the basement.

Come on. Come on.

Shit.

Shit. Come on!

Goddamnit!

It's not budging.

We're just gonna have to try, okay?

Come on.

You good?

-I… I'm good. -Okay.

-I need you to grab my hand, okay? -Okay.

Whoa! Jesus!

Okay. They're coming!

-We gotta go! -Which way?

Here! What the hell is going on?

-Here! -How are they finding us?

I don't know, but we gotta get out of here.

Okay. Come on.

-Come on. Let's go. -Go, go, go.

Come on. Shut the door. Shut the door!

-Oh, shit. -Go! Just keep going!

-Come on. -Damn it!

We gotta go!

-The door! Open the door! -Go, go, go!

Shit. This way, guys! Come on! Come on!

Get down!

If I only could…

I'm really sorry I thought you were a druggie.

I'm sorry for lying to you for, like, a ludicrously extended period of time.

For the record, I wasn't lying about Enzo's.

And if by some miracle we survive this, I am going to take you there,

and we are getting dessert. Deal?

Unaware I'm tearin' you asunder Yeah, yeah, yo

There is thunder in our hearts

It's you and me

We have to turn it off.

We can't. We can't. No. No. Max is coming back.

We have to.

She's coming back.

Come on, darlin'

Are you okay?

Go.

Okay.

You ready to go home, tourist?

Yeah.

If I only could make a deal with God

I'd get him to swap our places

Be runnin' up that road Be runnin' up that hill

If I only could make a deal with God

I'd get him to swap our places

Be runnin' up that road Be runnin' up that hill

Be runnin' up that building

Let's exchange the experience

Lucas.

Holly. Wait.

You can't come with me.

What? What do you mean?

This way leads to me,

to my body, not yours.

You have to find your own way.

How? I don't have Kate Bush. I don't even know who Kate Bush is.

You don't need Kate Bush to get out of here.

Turns out, I don't either.

Music isn't the only way back.

You just need something that connects you to the real world, to home.

Something powerful,

meaningful.

Lucas, when… when he took my hand in the hospital,

I could feel it. Right here.

But then I could also feel it in here.

But I don't have a boyfriend.

You don't need a boyfriend.

You just need something that's special to you,

something that makes you feel safe,

something that brings you strength, something that gives you hope.

Holly the Heroic.

She's here with you now.

But she's also with you in the real world.

Wherever you are, all you have to do is follow her home.

How?

Just… try and remember what it is that she means to you.

She doesn't mean anything important.

She's just a toy.

If she's just a toy, why do you always carry her with you?

Mike.

He said that she had divine powers and that she never gets scared,

and so if I ever got scared, I could just… become her.

But I keep trying, and it never works.

No matter what I do, I'm still me.

The girl who needs a stupid night-light.

When my mom was attacked, I couldn't save her.

I couldn't even save myself.

Holly, get back!

I just stood there.

And then when Henry attacked you…

Stop!

I stood there again. There's nothing heroic about that.

There was nothing that you could do in those moments, Holly.

I mean, you're a Wheeler. You're smart.

You honestly think that you could've stopped those monsters with a fire poker?

And I think you're leaving a few important things out.

The day that we met, you went into the woods

even though Henry told you that dangerous monsters live there.

And then you followed me into the cave

even though you had no good reason to trust me.

And then when I told you to go back to Henry,

to go back into danger,

you didn't hesitate.

And today, when I gave up, you didn't.

I've been here for so long, Holly.

So long.

And I could never make it out.

But you?

You found a way through Camazotz.

Because of you…

I get to see my friends.

I get to see Lucas.

You saved me, Holly Wheeler.

You saved me.

So you see, Holly the Heroic is not just a toy.

She's you, Holly.

She's you.

How did you know that would work?

I didn't.

You still have a long journey ahead. I don't know where you're gonna wake up.

But I figure Vecna's holding you in the Upside Down.

But remember, the Upside Down, it's just like Hawkins.

So find your way back to your house and hide there.

We will come and find you. Okay?

I'll see you on the other side.

On the other side.

If I only could make a deal with God

I'd get him to swap our places

Be runnin' up that road Be runnin' up that hill

With no problems

Be runnin' up that road Be runnin' up that hill

With no problems

Max.

Max. Max, can you hear me? Max.

Come on. Open your eyes. Yes! Yes, Max!

Can you hear me?

Max!

Yes! Stay with me. Stay with me.

All the way, Max.

Yes! That's it! That's it!

Hello, Lucas.

Yes. Max. Come on, Max. It's me. I'm right here. I'm right here, Max.

Are you… Are you… Are you okay? Do you… Do you hurt anywhere?

I can't feel… much.

Do you… Do you feel this? Do you feel my hand?

A little.

Can… Can you… Can you see?

The lights are really… are really bright.

Hey.

You haven't used your eyes, okay, or your muscles for a long time.

Okay, your body's just weak,

but it just needs to readjust and learn again.

You are going to be okay.

You're gonna be okay.

I knew you were there.

I always knew you were still there.

I saw you.

Waiting for me,

playing my… my song.

You bored of it yet?

Are you?

It turns out

that the whole time,

I didn't even need it.

I just needed you.

Just you.

I don't wanna swim forever

When it's cold I'd like to die

I don't wanna…

-Oh my God. -Max.

You're here. You're really here.

I'm here.

Hey, welcome home, kid.

Took your sweet time, didn't you?

Screw you, Wheeler.

Where am I?

Oh.

Yeah, that would be confusing. Um…

You were being hunted by the Demo-dogs,

and we were all seconds away from becoming lunch

when Mrs. Wheeler came and…

did the laundry.

Holy shit! Mom!

Vecna.

He'll be angry.

He'll try and find me.

He'll know we escaped.

Where's Holly?

Where is she?

Jonathan.

Jonathan.

Jonathan.

Jonathan, stop.

What?

If we hurt ourselves, we're really screwed.

Yeah, I guess you're right.

Oh, God.

Okay, so now what?

Anything else you wanna confess?

Stay back.

Sorry we're late.

You okay?

Yeah. Yeah, we're okay.

Thanks.

Was that weird? I'm sorry. That was weird.

I didn't… We just… We both thought…

-We were goners. Yeah, we did too. -Yes.

Turns out that shield generator of yours…

Isn't really a shield generator. Yeah, we know.

Well, you'd think that would have been good information to share.

Well, we tried.

Antenna snapped.

His fault.

Okay, so then what the hell did I shoot?

Exotic matter.

And we're supposed to know what that is?

It's all in here. Look. Check this out.

Dr. Brenner's notebook from '83.

This thing is a gold mine.

All his research into the gate, how he created it, what it really is.

I'm still deciphering it, but…

Yeah, this shit will fry your brain.

Cliff notes, Holly isn't on the other side of the wall.

Then where is she?

I don't know… exactly.

But wherever she is, it's not the Upside Down.

When he took me, he opened the fourth, final gate,

splitting Hawkins in two.

You can do this.

-What was that? -What was what?

Holly.

Voyager Beta.

Any signal yet?

Negative, Voyager Alpha. Voyager Gamma?

A big, fat zero over here.

Your balloon experiment is a dud, Snookums.

Let's just put the antenna on the van and drive.

As I've said, Voyager Gamma, given the uneven terrain

and forested nature of Hawkins,

a vehicle is simply not the most expedient way

to pinpoint a telemetry tag.

"Expedient"? We've been building your goddamn balloon experiment

for six hours!

Yes, but once we trilaterate the three signals,

I'll be able to pinpoint Dustin's precise location.

You can't trilaterate shit if we can't get a signal,

so let's just cut our losses now

before your star student winds up dead in a ditch.

"Cut our losses…"

Fortune favors the bold.

I've secured a location on Dustin.

Loose your balloons, Voyagers.

-Come again? -Wait, hold on. What?

We need more height. Loose your balloons.

Negative 80!

Negative 44.

I take it back, Snookums, you mad, mad genius!

Thank you, Voyager. Calculations incoming. Hold tight.

You are going to be my spy

one last time.

Will.

Hopper just radioed.

Max is safe. She got out.

Hey, this is good news.

None of this would have happened if it weren't for you.

Everything's gonna be okay.

But for how long, Mom?

If Lucas is right, today is the day,

the day Vecna's gonna act.

I thought I had him. But the truth…

The truth is I never stood a chance.

And he knew it. He's always known it.

That's why, out of everyone in Hawkins, he chose me.

Because he knew I was weak, and he knew he could control me.

That is not true.

It is, Mom. It is.

I was his vessel.

A vessel to channel his powers, to spy,

and… and to build.

"To… To build"?

The tunnels.

They didn't spread from the gate on their own.

Every night, I jacked into the hive and took control of the vines,

using them to tunnel, infecting our world with the Upside Down.

So many died because of me.

And if I could do all of that,

what could he do with 12 more like me?

You listen to me.

None of what happened is your fault.

Do you hear me?

And as for his big plan,

he's not gonna have 12 vessels, or whatever the hell he calls them,

because he just lost Holly, and she'll know where the others are.

Sweetheart, this is not over, not by a long shot.

You're wrong.

You're wrong, Mom.

It's my fault.

No.

No, baby.

Go! Go!

I couldn't see where Holly was gonna wake up.

But I figured

wherever Vecna was keeping her,

it had to be in the Upside Down.

So…

I told her to just go home.

Home? Home as in our home?

Meaning we have to get back into the Upside Down.

-Where is the nearest rift to you? -Off Cornwallis, I think.

About a mile and a half, give or take.

Lucas, do you copy?

-Oh, Robin. -Yeah.

Lucas!

Erica, I really can't talk right now.

Okay, so Vecna took out those soldiers,

so it should be a lot easier to get into the MAC.

No. They're gonna have reinforcements by now.

I can break through a plate.

Are you saying that Holly is trapped under a steel plate?

Without context, that might sound troubling,

but she's not pancaked under a giant hunk of steel or anything. She's…

How do I talk about this?

-Well, there's this world under ours… -Under the plates.

The Upside Down.

Yeah, and it's just like Hawkins, only way suckier.

Guys, guys, guys. Okay, you really won't believe this,

but Erica and Mr. Clarke came through. They found Dustin and the others.

All right. Well, they're gonna be able to find Holly a lot easier than we are.

We better hurry. We got company.

Hey, hey. Are you okay?

I'm fine, Michael. I'm fine.

No, with all due respect, Mrs. Wheeler, you're not.

You could get an infection, hemorrhage, God forbid, stop breathing.

If you think I'm gonna stay in bed when my daughter needs me,

you're out of your goddamn mind. Let's go.

Mom, Mom, Mom, Mom. She's right.

It's okay. Keep going.

Hey, you saved us.

You saved us.

And by some miracle, you're still here, okay?

But now, you need to trust me that we can handle this the rest of the way.

There might be more of those things out there.

They're called Demogorgons. I know.

There's so much that I need to tell you about this Upside Down and El,

but right now, all you need to know is

that this group saved Will when no one else could.

We did that.

And we're about to do the same thing with Holly.

We're gonna bring her back to you, Mom. I promise. Okay?

Yeah?

Mr. Clarke, thanks for the assist.

Don't thank me yet.

We successfully trilaterated Dustin's position here,

to precisely where I stand now.

But by the time we arrived, he was MIA.

Well, he wouldn't be precisely here. He'd be under.

Sorry?

You didn't tell him?

-I… -Told me what?

Holy shit.

Holy shit.

Hey, over here! Over here!

I got him! I got him!

I got Dustin!

-I don't hear anything. -Patience.

Is anyone there? Repeat, this is Dustin.

Dustin, it's Mike. Holly's escaped from Vecna,

and she's on her way to my house in the Upside Down.

I need you to get there as fast as you can and rendezvous with Holly. Do you copy?

Holly's not at the house. We found her. We found Holly. Repeat, we--

Dustin, I'm losing you.

Dustin?

Am I going crazy, or did he just say that he found Holly?

All right, let's hug this wall up here.

Why would she be at the lab?

Wherever she escaped from, the lab must've been en route to my house.

She just happened to run into Dustin? What are the odds?

Low as shit,

but I say it's about damn time we had some luck.

Amen to that.

I'm sorry. I still don't follow. Dustin is under those plates?

-Yes. -But not pancaked.

Hang on. Hang on.

Yeah, we got cameras all over that rift.

I have an old spectrum analyzer back at the club.

If I can just locate their RF signal, I should be able to jam the transmission.

That's cool.

I think you're overthinking it.

You're telling me Alford wouldn't have doubled that score?

Four from six from the field.

Reggie's gonna be something special, you mark my words.

Walsh can do no…

You ain't seen nothing yet.

You coming, Snookums?

We're going in there?

We're going in there.

Steve!

Dustin!

Steve!

Nancy! Holly!

Jonathan!

Is this shit safe to breathe?

Unclear.

Okay.

Mike, any luck down there?

Mike? Mike!

Found him.

Jesus, it's good to see you guys.

Nancy?

Where is she?

Where's Holly?

-What was that? -What was what?

Holly.

Nancy! Nancy!

-Holly! Holly! -Nancy, help me!

-Nancy, help me! Help me down, please! -Holly!

Nancy! Nancy, please!

Holly!

Nancy!

It was like something had a hold of her, but you couldn't see anything.

It was him.

Vecna. It had to be.

Mike?

Is Holly okay, Mike? Mike, do you copy?

I repeat, is Holly okay?

Don't worry, Holly.

It will all be over soon.

It will all be over.

It was some sort of demon, a demon from that other world.

He can control monsters,

move Humvees,

stop fire.

Bullets didn't touch him.

Hell, nothing could.

It wasn't a fight.

It was a damn massacre.

First we get mutant dogs at the hospital.

Now a goddamn demon in the MAC?

You wanna tell me what else is about to pop out of that hellhole,

or should we leave it a surprise?

I don't know if you've noticed, but suddenly we're light on men.

Reinforcements are on the way.

Any additional requests, talk to your unit commander.

How am I to know what to request when I don't know what I'm fighting?

You're not fighting anything. This is not a war. It is a search.

Something gets in your way, kill it.

But otherwise, keep your focus on finding the girl.

Yeah, find the girl. Christ, is that all you can say?

I mean, you got a pull string under that jacket of yours or what?

Everything that has happened here is because of that girl.

And if you had just done your job and found her,

then I wouldn't have to repeat myself, and we'd have those monsters in Moscow

where they'd be killing Soviets instead of Americans.

The dead men, the children,

their blood is on your hands, Lieutenant, not mine.

And unless you want to join them, I would watch that goddamn tongue.

Lt. Akers, this is Bravo One. Do you copy?

Yeah, what is it?

We've got a rift breach at the old lab.

On my way.

You okay?

Max.

So I leave you alone for a second, and you turn into a sorcerer?

It was a little more than a second, and I'm not really a sorcerer.

Mm, sure seemed like it to me.

Hey, you up for a tour?

Jimmy "Fast Hands" skipped town before quarantine,

so we just sort of moved in here.

The basement is hidden behind this bookshelf over there.

Not quite the Batcave, but it's pretty sweet.

We kept the station going as cover. Robin's our DJ.

-Rockin' Robin. -Rockin' Robin, my bad.

And Steve's her sound man.

Check this out.

Hey…

We're gonna get Holly back.

She's all alone in there, Lucas.

Alone with that monster.

And I was so sure that she could make it out.

And I was so stupid.

You had to try.

I should have stayed there.

And I should have kept her safe.

Then we'd all be screwed.

You've been in Vecna's mind. You can help us beat him.

No. I can't.

I don't even know where Vecna's keeping Holly.

Well, it's a good thing I do.

I know where she is, but the real challenge is getting there.

I gotta show you guys something.

Okay.

So, this is Hawkins, and this is the Upside Down.

We've always assumed the Upside Down was another dimension opened by Brenner,

but it turns out it's actually a bridge.

More specifically, an interdimensional bridge

that rips through space-time.

It is wildly unstable, but held together by exotic matter,

which we found dead center right above the lab.

In theoretical physics,

-they call this type of bridge a… -Wormhole.

And this wormhole connects Hawkins to here,

another world that I've coined the Abyss.

-Any particular reason? -A realm of pure chaos and evil.

-I'm sorry? -D&D.

-Jesus Christ. -Wow.

I believe this Abyss is the true home of the Demogorgons,

the vines, the Mind Flayer,

all the nasty shit we found in the Upside Down.

It's where all those years ago you banished Henry.

He was lost for years,

and would've stayed lost if it wasn't for Brenner.

He had me find Henry.

And when you made remote contact with the Abyss, the bridge formed.

Ever since, Henry and his army of monsters have been using it

to cross right back into Hawkins.

We kicked Vecna's ass last year,

but he just fled across this bridge back to the Abyss to lick his wounds.

What a pussy.

So all this time, Vecna's been hiding in the sky?

Explains why every crawl led to a dead end.

-And why I can't find him in the bath. -And why Holly fell from the sky.

Yeah, but why is he taking kids up there?

For the same reason he took me.

The minds of children are weaker, right? More easily molded and controlled.

So he channeled his thoughts and powers through me to amplify his abilities,

and he's gonna do the same with those kids.

Amplify his abilities?

To do what?

Move worlds.

Holly, she said Henry told the kids

that they would help him draw the worlds together.

I didn't understand what that meant at the time, but…

He wants to move the Abyss, crash it into Hawkins.

No, not crash.

Merge.

Henry wasn't licking his wounds in the Abyss. He was making rifts,

weakening the Abyss, just like he weakened Hawkins.

So when the Abyss and Hawkins collide…

They become one.

He's remaking the world.

How long do we think this takes? To move worlds?

Are we talking like… Or is this gonna take some time?

We better hope we have some time. Because if this is all correct,

we have to get 2,000 feet in the air, find our way into the Abyss,

free Holly and the kids, and kill Vecna all before our worlds merge.

And if my theory's right,

he's gonna move worlds tonight.

Have I mentioned how much I hate your theory?

-Me too. -Me three.

I hate all of this.

But at least now we know what we're up against

and what we need to do.

We just need a plan.

I'm sorry.

I don't mean to pry. It's just…

everyone's so worried.

Is she gonna be okay?

But you've told her, right,

that this Max was just a monster in disguise?

That it was tricking her, lying.

Of course.

I've tried everything, but she won't listen.

We need her tonight, or we will fail.

What did this Max tell her?

Such awful, awful things.

She told her I kidnapped you.

-What? -You rescued us.

I know.

That's not even the worst of it.

She told her I don't wanna save the world. I wanna end it.

-How could she believe that? -'Cause she's stupid as shit, that's how.

No, she's not stupid, Thomas.

This monster is incredibly powerful, and she works for the Black Thing.

She has corrupted Holly's mind

and dragged her out of the light and taken her into the dark.

Maybe we should just give up and go home then.

-Go home? -To be with our parents.

We would all die.

What's wrong with you?

Shut your trap, dipshit.

Please let's not turn on each other.

I know we're all upset.

But perhaps Derek is right.

Perhaps I have failed, and the Black Thing has won.

No, we can't let it win.

Okay? We won't.

You don't know Holly like we do.

I've been her best friend since kindergarten.

Debbie's her second-best friend.

-And she crushes hard on Josh. -No, she doesn't.

-She does. -Totally.

My point is, maybe if we all try and talk to her, we can fix her.

We can bring her back to the light.

Mary's right. We can do it.

Back to the light.

Back to the light.

Back to the light. Back to the light. Back to the light. Back to the light.

Back to the light. Back to the light. Back to the light. Back to the light.

Back to the light. Back to the light. Back to the light.

As for the security cameras, trench plate…

Not a bolt cutter.

Yeah, you could safely say that, sir.

She's getting reckless.

Sloppy.

Could be one of those damn monsters.

A monster who breaks padlocks and cameras?

I don't think so.

It's her.

Rally the rest of the team. Tell them to lock and load.

We're going in.

At the base, in the Upside Down, there's a chopper ready for the taking.

We fly up to the Abyss, kill the freak, rescue the kids,

fly back down.

Who do you expect to fly this thing?

-It's a helicopter. They've got pilots. -Right.

-We force one to fly. -Another kidnapping plot. Love it.

How is this pilot gonna fly a chopper into the rift?

What do you mean? We just fly through it.

-What? -Idiot.

Just fly through it?

These rotors are like 40 feet wide. It's too big. It's not gonna fit.

Steve hears that all the time and goes in anyway. Don't you?

-What the hell is wrong with you? -It's funny.

Everybody shut up.

Look, if somebody else has some magic bean that I don't know about, I'm all ears.

If not, it's a risk that we gotta take. We fly, or we die.

-Fly or die. -Well, then I guess we die.

We're not gonna die if we commit to a plan.

Can we weigh out a few more options before…

Yes. We die, I guess.

-You said we have to get up 2,000 feet… -Don't take that shit, Jim.

-You're not listening to each other. -You guys!

How are you gonna do it?

"Magic bean…"

Can we get back on track?

Let's not even try anything?

We don't need a magic bean to climb.

-…an airplane! -I'm not--

We don't need a magic bean!

Sorry. Just… We don't… We don't need it.

A magic bean.

We got a beanstalk right here.

Okay, this flashlight is the Squawk radio tower, and this Slinky…

is the bridge.

We'll never reach the Abyss from the tower, right?

But Max said Vecna is drawing our worlds together.

So, we let him.

And we wait and wait

as he draws it closer and closer. When it's close enough,

and the tower is poking through one of the rifts,

bam! El makes her move,

she does her meditation thingy, enters Vecna's sick mind

and ambushes him.

In your face, dickhead.

And then, stopping the spell, halting the worlds from moving.

Wham, voilà! We've got a beanstalk. It's perfect.

All we gotta do is climb up it into the Abyss.

-I like it. -It's not totally insane.

-Thank you. -But there's a problem, a big one.

I can't reach inside Vecna's mind. He's too far away.

Can't you just try? I don't know, load up on some of your junk food or something?

Or better…

We get you close.

The Upside Down lab is under his lair, and it's still frozen in time,

which means everything should be there from Brenner's experiments, including…

The bath.

If you do make it into his mind, I can walk you through it,

guide you.

I know his sick mind inside and out.

I should be there too.

This plan hinges on stopping Henry, and right now, Jane is fighting him alone.

It doesn't need to be that way.

I can follow her into his mind.

We can end our brother, together.

Okay, yeah, I dig it.

Sisters kill their brother. We rescue the kiddos, come home heroes.

And if Lucas is right, we don't have a lot of time, so we have to move fast.

One final thing.

Cherry on top.

On the way out, we drop a bomb near the exotic matter.

Set a timer, escape the Upside Down.

The bridge collapses, and with it,

the Abyss, the Demos, the Mind Flayer, all of it, gone.

Game. Set. Match.

Holly! Holly!

Hey. It's okay. You're safe.

You're safe now. You're with us. Okay?

Welcome back, Holly.

Welcome.

Where is he?

Mr. Whatsit?

Downstairs.

He's worried about you.

So worried.

No, no, no, no, no. Mary, you need to listen.

Mr. Whatsit, he's not who he says he is. He didn't really save us.

-He-- -He's kidnapped us?

He's trying to destroy the world? Holly, Mr. Whatsit has told us everything.

Those are lies. Evil, nasty lies!

-No, they're not! They're not-- -That other girl you met, Max.

She's not a human.

She's a monster.

She twisted your mind.

That's not true.

Max is a friend,

and she's… she's helping us.

She's helping us get back home, back to our families.

We're all trapped.

Trapped in Mr. Whatsit's mind.

Everything you see, none of it is real!

Come on, you have to believe me.

Please.

You have to believe me. You have to believe me.

You gotta believe me.

Derek.

Derek, tell them.

Tell them. Tell them!

They're right, Holly.

Max lied to us.

I don't… understand.

Everything she showed me just…

seemed so real.

I knew not to go into the woods.

But I… I went there anyway, and…

And I just… I just feel so…

so stupid.

-You're not stupid, Holly. -None of this is your fault.

Holly.

You know, the important thing is that you're here. You're here just in ti--

Holly, stop it!

Bitch! Get her!

Get her!

Well, I was hoping for a slightly more delicate landing, but…

I suppose that'll do.

You're welcome.

Of all the people she had to go with, it had to be her.

El trusts her. Maybe we should too.

No, she's up to something. I'm sure of it. I just…

El's not gonna listen to me.

What happened to the two of you down there?

She thinks I don't believe in her.

-Which isn't true. -No, of course not.

Well, have you told her that?

She thinks she's invincible,

and that's not the case.

Yeah, that's not what I asked.

I can work on repairing things between us when I get on the other side of this,

but right now, I need to make sure she gets out of this alive.

That Kali makes one false move, I swear to God, I'm gonna kill her.

I'm gonna kill her. I will not hesitate.

Anything happens to El in that tank, I am pulling her out.

I can't lose her, Joyce.

I can't.

One last crawl.

One last crawl.

It gives me a headache trying to understand all this.

But I think I got a C- in physics, so I'll trust the nerds.

Do you think it'll work? The plan?

I mean, it has to, right?

I just wish I wasn't stuck here.

I feel useless.

El and Kali are gonna need you in the mind. I'm the one who's useless.

You can still go there, to the Abyss.

It's too risky.

I'd be at the heart of the hive mind, and I don't know what would happen.

Last time I got too close, he used me to spy, and it almost got you killed, Max.

You also saved my life, remember?

Plus, I've been almost killed plenty of times at the hands of this asshole,

so I'm kind of used to it at this point.

How did you survive in there, this whole time in Henry's mind?

Honestly, luck.

I found this cave.

It was this old memory of his,

and he was terrified of it.

He wouldn't go in.

Scared the living shit out of him.

Underneath all those scars, he's still human.

A psychopath with a serious god complex, but…

human.

I guess we're all scared of something, right?

Okay, Wheeler, how's it going with your contraption?

Okay, so just imagine that this bike bell is the bomb's remote trigger, okay?

So when this wire touches this warrior here, kaboom.

Genius.

One thing is, I don't know if we can blow up the Upside Down

to the dulcet tones of the Butthole Surfers.

I built the bomb. I should be able to pick the record.

You can pick the record.

You just have to follow one simple rule, which is pick a good record.

This is a great record!

As far as save-the-world soundtracks goes, this one's lacking.

What would you pick?

The Replacements. I can't not think of better records.

Okay, enough, Lester Bangs, okay?

Hey. Hey!

Have you handled one of these before?

Not exactly, but, you know, BB guns, air rifles… …Duck Hunt.

Duck Hunt.

He is remarkably good at it.

But I have a better idea.

Come on.

These babies are deadlier than they look.

You sure?

Mm.

-Hey, Dustin? -Yeah?

Hey, about, uh, some of the stuff that I said earlier. I just--

-It's fine. It's okay. -No, just…

It's not okay.

Eddie…

He saved your life.

Our lives.

And I know what he meant to you. I can't even imagine how hard it's been.

But instead of…

just being there for you, I just…

Well, I got angry about it. I guess…

I got angry because

things were different.

Because…

I really missed you.

I missed my best friend.

Yeah, I missed my best friend too.

For the record, a Rubik's Cube isn't even a good measure of intelligence.

And your beanstalk plan, seriously, only a genius could've come up with that.

Yeah, well…

I learned from the best.

That's true.

Silver lining.

If it fails, we both go down.

You die, I die.

You die, I die.

Gate opening in five, four, three, two…

Open sesame.

Gotcha!

We've secured the gate signal. Repeat. Gate signal is secure.

Tell Snookums his timing is mwah!

Because Santa's sleigh…

…is almost ready.

Piece of shit!

Oh God! Oh God!

Why?! Why?! Why do you gotta do this right now?

What? You don't like me? Huh?

It's not me! I'm not the one! I'm not the one who…

Hi, sister.

Hi.

Have you ever done this before?

Shared your mind like this?

Have you?

With my other psychic friends all the time.

I'm glad I'm here.

Me too.

Even after yesterday?

Have you thought about it?

What it all means?

I was thinking when we blow up the bridge, we'll blow up Dr. Kay's lab.

We'll end her experiment.

Kay will simply make a new lab.

So we kill her.

She replaced Papa. Another will replace her.

We can go away somewhere. We can hide from them.

Oh, like somewhere with at least one waterfall?

It's a fantasy, Jane.

If you flee with Mike, maybe you're safe for a while.

But when they find you, and they will,

they will kill Mike, just as they killed my friends.

Then they will take you, and with your blood,

they will create more children, children who will suffer as we have.

And with these children, they will open up more gates, more worlds.

Don't you see, Jane?

It's a cycle.

A terrible, vicious cycle.

But we can stop it.

Tonight.

How?

After we kill our brother,

after the children are rescued,

we don't leave with the others.

We stay on the bridge.

When the Upside Down vanishes…

so will we.

It is the only way, Jane.

The only way.

You ladies done meditating?

'Cause Santa's sleigh is ready to fly!

Mom?

Um…

Earlier today when you asked me what happened in Vecna's mind,

I didn't tell you everything.

When Vecna attacks,

he weakens you by turning your own mind against you,

by bringing out everything inside you that hurts.

So I fought back by focusing on happy memories,

memories from when I was a kid,

and when I wasn't scared,

and when I felt most happy.

That's how I took control in the MAC-Z

and how I killed those Demos.

And I thought the same would work on Vecna too.

But he found a way past.

And he showed me things, Mom.

He showed me the most awful things.

No, listen.

Whatever he showed you, it's not real. He plays tricks. He lies.

No, he doesn't.

What he showed me…

it didn't come from him.

It came from me.

He sees everything, Mom.

He sees my thoughts.

He sees my memories.

And he sees my secrets.

But Max, she told me he's also afraid, which proves I can beat him.

But for me to do that,

you need to know…

I think you need to know the truth.

Oh. Uh…

Sorry. We just heard from Hop.

He's 15 minutes out. So we should probably leave in five.

Is everything okay?

Yeah, we'll be out in a minute.

Wait.

I think you need to hear this too.

Everyone does.

I…

I… I haven't told any of you this

because…

Because I… I don't… I don't want you to see me differently.

But the truth is…

The… The truth is I am.

I am different.

I just…

I just pretended like I wasn't because… because I didn't want to be.

I wanted to be like everyone else. I wanted to be like my friends and…

And I am like you.

I'm like you in… in almost every way.

We… We like playing D&D late into the night.

And we like that old-person smell in Mike's basement.

And we… we like biking to Melvald's for malted milkshakes.

And we like getting lost in the woods,

and getting lost in Family Video and arguing about what to rent

and settling on Holy Grail for the millionth time.

And… And we like Milk Duds in our popcorn with extra butter.

And we like drinking Coke with Pop Rocks.

And we like bike races and trading comics

and NASA and Steve Martin and Lucky Charms and…

Literally all the same things.

I just… I just… I… I just…

I…

I…

I…

I don't like girls.

I mean…

I mean I do. Just… Just not like you guys do.

And I, uh, I had this… this crush on someone,

even though I know… I know they're not like me.

But… But then I realized he's just my Tammy.

And by Tammy, I mean it was never about him.

It was… It was about me.

And I thought I was finally okay with myself,

but… but then today…

Today Vecna showed me what would happen if I did this,

if I told you guys the truth.

He showed me a future, and in this future,

some of you are just… are just worried for me.

Worried that things will be harder for me.

And it just makes me feel like something's wrong with me.

So I… So I push you away.

And for the rest of us, we just drift apart more

and more and more and more and more until I'm alone.

And I know none of that has happened, and Vecna can't see into the future.

But he can see into our minds, and he knows things.

And it just felt so real. It felt so real.

Will.

You gotta listen to me.

That will never ever happen.

You'll never lose me.

Ever.

Okay. Okay.

And you'll never lose me.

Or me.

Or me.

Or me.

Or me.

Or me.

Guess you didn't need truth serum, huh?

Sorry. This sucks, but you're gonna have to hug me.

Oh, Max.

Just imagine I'm hugging you really tight, okay?

Okay.

El.

I know you're strong enough to defeat Vecna.

But he can retreat to the physical world,

and we need to be ready to fight him there too.

We have bullets and fire, but none of that helped those soldiers.

I need to be there.

And I'm ready.

I'm ready to show him I'm not afraid anymore.

That's a confirmation. Anderson's on that patrol.

Solid copy, Bravo One. Maintain overwatch. Over.

Hey, McConnell.

We got a delivery tonight I don't know about?

That's a negative, private.

The hell are you doing, buddy?

Showtime, Snookums!

Mellon.

Oh, shit!

Pardon me!

First gate cleared.

Two hostiles, towers, ten and eleven o'clock.

Now comes the fun part.

-Come on! Come on! -Come on! Come on!

Go! Go! Drive!

Whoo-hey!

Yeah!

Jesus Christ.

Everybody all right? Everybody okay?

-Yeah. -You all right? Everybody all right?

Hey, nice shooting back there.

You too.

I kind of thought that that was supposed to be the easy part.

It was.

You ready?

Ready.

It's time.