- Dr. Alexei reveals what the Russians have been building, and Eleven sees where Billy has been. Dustin and Erica stage a daring rescue.
- Steve and Robin are captured and interrogated by the Russian agents while Dustin and Erica flees. Elle is seeking a Flayed using her powers but she has an unexpected surprise when she finds Billy. Dr. Alexei explains that the Russian are trying to open the gate to the Upside Down to destroy America using the local power facilities.—Claudio Carvalho, Rio de Janeiro, Brazil
- The monster made from the melted bodies of Tom and Bruce chases Nancy in the hospital and corners her in a room. Eleven and the other kids arrive just in time and Eleven slams it through a window using her powers. The creature oozes into a sewer and joins a bigger monster. Billy and Heather observe this and say that it's time.
Grigori finds Mayor Kline setting up for the Independence Day celebration and threatens him with violence if he does not find Hopper. Hopper and Joyce are interrogating Alexei through Murray. Alexei attempts to bluff and not say anything, but Hopper proves that Alexei needs to stay with them for his own safety and Alexei agrees to talk. He explains that the Russians are opening a door to the Upside Down, which was left weak after Eleven closed it. It is not fully open yet, but getting there. Hopper says that he will bring Alexei back so he can close the gate, but Alexei says that now that he has been kidnapped, his team will no longer trust him. He says that the gate is guarded by maximum security in an underground fortress and that breaking in is impossible. Hopper leaves a message for Dr. Owens, asking for backup to infiltrate the Russian fortress, and the four of them head back to Hawkins.
Steve and Robin are captured by the Russians, but Dustin and Erica escape, promising to bring help. Dustin fills in Erica about Eleven and the Upside Down. The only part she finds unbelievable is that Lucas was a part of it. The Russians interrogate Steve and Robin, asking whom they work for and beat up Steve. They tie two together and leave them alone. Robin asks Steve if he remembers her from a high school class. She confesses that although Steve was a jerk, she was obsessed with him because he was so popular. The Russians return and give them a shot of a serum which makes them feel goofy. A doctor prepares to interrogate them with scary looking instruments. Robin tells the Russians about cracking their code and Steve reveals that other people know about them. The alarm goes off and it is revealed that many of the green vials have been broken to eat through the floor. Dustin and Erica break in and free Steve and Robin.
Eleven looks for the victims of the Mind Flayer in the void. Mike and Max have an argument over whether or not she should be doing this, and Mike inadvertently admits that he loves Eleven. As the others look on in shock, Eleven says she has found Billy. The others decide that to stop the Mind Flayer, they need to stop it at the source. Billy knows the source, but they reason that if they go to Billy, the Mind Flayer will see them. Eleven remembers how she got into her mother's head to see her past. She finds Billy in the void (he is sitting on his bed looking vacant), takes his hand and tells him she wants to see what happened. We see the actual Billy sitting in his room alone, and then the Billy in the void makes eye contact with Eleven. He grabs her hand, and Eleven falls through the void, landing on a beach. A beautiful woman is cheering for her young son who is learning to surf. The boy is revealed to be Billy - Eleven is seeing into his memory. She walks down the beach to a tumultuous sky where she sees Billy's memories of his abusive father. In the memories, we learn that Billy's mother left, and raised by a violent and abusive father, Billy grew up to be violent himself. Billy's memories reveal the abandoned factory where the Mind Flayer operates. Eleven comes out of the void to find herself alone with Billy who tells her that he and the others taken by the Mind Flayer will kill her and everyone else.
Heather and her mother, as well as many others are seen walking in a zombie-like trance to the factory. As they approach the monster, their bodies melt into red goo that the monster assimilates, making it grow until it is as large as the factory itself.
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