Will!
- Dustin! - Mrs. Byers?
What's going on? Where's Will?
The field!
Will. I just found him like this!
I think he's having another episode!
Will! Will! Will!
Sweetie, wake up! It's Mom!
Will!
Will, wake up!
Can you hear me?
Will, please, just wake up.
Please, wake up!
It's Mom!
It's me!
Okay, that totally freaked me out.
Did that not freak you guys out?
- Two episodes in two days. - It's getting worse.
You think it's True Sight?
What's True Sight?
It's nothing.
I can't remember.
I need you to try.
I... I was on the field and... and then it...
it all just went blank, and... and then you were there.
Will, I need you to tell me the truth.
I am.
This shape, I saw it on the video tape from Halloween night.
It's the same shape as... as your drawing.
These episodes that you're having, I think Dr. Owens is wrong.
I think they're real.
But... but I can't help you if I don't know what's going on.
So, you have to talk to me. Please.
No more secrets, okay?
Okay.
Did... did you see this thing again on the field?
Yes.
What... what is it?
I don't know.
It's almost more like a feeling.
Like the one you had that night at the arcade?
Yes.
What does it want?
I don't know.
It came for me, and...
Go away!
And I tried. I tried to make it go away.
But it got me, Mom.
Well, what does that mean?
I felt it... everywhere.
Everywhere.
I... I still feel it.
I just want this to be over.
It's okay. It's okay. Hey.
Listen. Look, look at me.
I will never, ever let anything bad happen to you ever again.
Whatever's going on in you, we're gonna fix it. I will fix it.
I promise. I'm here.
"Friends don't lie." Isn't that your bullshit saying?
Hey, hey! Hey! Don't walk away from me!
Where'd you go on your little field trip, huh?
Where?
Did you go see Mike?
He didn't see me.
Yeah, well, that mother and her daughter did and they called the cops.
Now, did anyone else see you?
Anyone at all?
Come on, I need you to think!
Nobody saw me!
You put us in danger.
You realize that, right?
You promised...
I go!
And I never leave!
Nothing ever happens!
Yeah! Nothing happens and you stay safe!
You lie!
I don't lie! I protect and I feed and I teach!
And all I ask of you is that you follow three simple rules.
Three rules. And you know what?
You can't even do that!
You're grounded.
You know what that means?
It means no Eggos...
And no TV for a week.
All right, knock it off. Let go.
Okay.
Two weeks.
Let go!
- A month! - No!
Well, congratulations.
You just graduated from no TV for a month to no TV at all!
No!
No! No. No!
You have got to understand that there are consequences to your actions.
You are like Papa!
Really?
I'm like that psychotic son of a bitch?
Wow! All right. You wanna go back in the lab?
One phone call. I can make that happen.
I hate you.
Yeah, well, I'm not so crazy about you, either.
You know why? 'Cause you're a brat.
You know what that word means?
How about that be your word for the day, huh? Brat.
Why don't we look it up? B-R-A-T.
Brat.
Hey! What the hell is wrong with you?
Hey!
Hey! Hey!
Open this door!
Open the damn door!
You wanna go out in the world?
You better grow up!
Grow the hell up!
Mom?
Will?
Hello?
Do you like those grapes, Holly?
Hey, Mom, I was thinking about staying the night at Stacey's tonight?
We were gonna have a girl's night.
Romantic comedies, do our nails, gossip...
Sure! That sounds like fun.
Toast? No?
- Hey. - Hey.
Did you see your mom?
No, she was sleeping. But I left a note.
You don't have to do this, you know.
Stop saying that.
- Hawkins Police. - Flo, it's Joyce again.
Oh, hi, Joyce. Listen, I gave him your message...
- He's still not there? - No, but...
Did he get any of my messages from yesterday? Did you give...
- Yes, do you wanna talk to... - No, no, I need Hopper.
Just tell him to call me the second he gets in. Please.
- Thank you. - Bye.
Hey. How you feeling, sleepyhead?
- Any better? - Mmm-mmm.
Same as last night? Still weird?
Yeah.
All right.
Hmm.
Okay, let me see.
Is it a fever?
No. Uh, actually, it's cold.
Do you feel cold?
No. Just a little out of it.
Like I haven't really woken up yet.
You promised no doctor.
And I meant it. No doctor.
You know what?
I'm gonna run you a nice bath and it'll warm you up
and hopefully get you feeling better.
How's that sound? Okay.
Morning, Dart.
Got you some breakfast.
Your favorite.
I gotta go to school,
but I'll be back soon. Sound good?
Stop being a baby and do it already!
This is so disgusting. Is this really necessary?
What the hell's going on?
What do you think? We're looking for Dart.
- Jesus! - Oh!
Ugh!
Well, well, well.
Look who finally decided to show up.
After I drew the short straw. Real convenient.
You stink!
Hi, Max.
Hi.
- Where's Will? - He'll be here.
Are you just gonna stand there?
Or you gonna help?
All living things, from complex mammals
to single-celled organisms, instinctively respond to danger.
Expose a bacterium to a toxic chemical, and it will flee.
Or deploy some other defense mechanism.
We're very much the same.
When we encounter danger, our hearts start pounding.
Our palms start to sweat.
These are the signs of the physical and emotional state we call...
fear.
Hey, you reached Jim.
I'm probably doing something incredible right now and I can't...
Mom.
Yeah, sweetie, what is it?
It's too hot.
I... I can cool it down a little bit, baby,
- but we gotta get your body temp back up. - No.
What?
He likes it cold.
Hey, kid.
Listen, um...
about last night, I, uh...
I want this place cleaned up by the time I get back
and then maybe I'll consider fixing the TV.
You hear me?
Come in, Hop.
Yeah. Yeah, I'm on my way in,
and, yes, I do know what time it is.
Joyce Byers has called eight times already this morning.
Eight times.
For my sake, please deal with her!
Let's go. Pass it up now. Get open!
All right! All right, all right!
King Steve. King Steve, everyone.
I like it. Playing tough today.
Jesus! Do you ever stop talking? Come on!
What?
You afraid the coach is gonna bench you now that I'm here? Huh?
You were moving your feet.
Plant them next time, draw a charge.
Don't sweat it, Harrington.
Today's just not your day, man.
Yeah. Not your week.
You and the princess break up for one day,
she's running off with the freak's brother.
Oh, shit. You don't know.
Jonathan and the princess skipped yesterday. Still haven't shown.
But that must just be a coincidence, right?
Don't take it too hard, man.
A pretty boy like you has got nothing to worry about.
Plenty of bitches in the sea.
Am I right?
I'll be sure to leave you some.
It's 15 past.
Yeah, I know.
Just give him time.
That guy. There.
- What? - He just... just talked to himself.
Duck, duck, duck,
duck, duck...
Duck, duck, duck...
Duck...
Duck, duck...
Goose!
I think we should go.
Trouble with your car, miss? I can give you two a lift if you like.
Jonathan.
You sure you don't need that ride?
Hello?
Leave it open.
Where the hell have you been?
I overslept. What the hell's going on? It's freezing.
Hey! Knock, knock.
We have a visitor.
So this thing, this shadow thing.
You told your mom it likes it like this. It likes it cold?
Yeah.
How do you know that?
I just know.
Does he talk to you?
No. It's like...
I don't have to think.
I just know things now.
Things I never did before.
And, uh...
what else do you know?
It's hard to explain.
It's like old memories in the back of my head,
only... they're not my memories.
Okay.
I mean, I don't think they're old memories at all. They're...
they're now-memories, happening all at once, now.
Can you describe these now-memories?
I don't know. It's... it's hard to explain.
I know it's hard but can you just... Can you try?
For us?
It's like...
They're growing and spreading...
killing.
The memories?
I don't know.
Oh!
- I'm sorry. - No, no, no. It's okay, sweetie.
Hey, hey, sweetie...
what if you didn't have to use words?
Hey, you've reached the Byers. We're sorry...
Anything?
We need to talk. AV room. Right now.
Party members only.
Come on, Mike.
No! This is non-negotiable.
- Sorry, Max. - Sorry.
Will didn't want me to tell anyone,
but on Halloween night he saw a sort of shadow in the sky.
A shadow?
What kind of shadow?
I don't know. But it scared him.
And if Will really has True Sight...
I mean, if he can really see into the Upside Down,
maybe he saw that shadow again yesterday.
- So that's why he was frozen like that? - Maybe.
Can it hurt him?
I mean, if this shadow thing isn't from our world...
I'm not sure. Dustin?
Well, if you're in another plane,
you can't interact with the material plane,
so theoretically, no, the shadow can't hurt him.
Yeah, if that's even what's happening.
This isn't D & D. This is real life.
So what do we do?
We acquire more knowledge.
I'll go to Will's after school. See what's going on.
You guys stay here and find Dart.
Dart? What's he gotta do with this?
Will heard him in the Upside Down.
I don't know how yet, but he's gotta be connected to all this.
He's gotta be.
If we find Dart, maybe we can solve this thing.
Maybe we can help Will.
Hey! Hey, assholes!
Let us out of here!
Oh!
Not very pleasant in here, is it?
Sorry about that. Hospitality's not our strong suit.
You know, scientists and all.
Yeah. Okay.
You up for a little walk?
I'm assuming you're behind me.
"Men of science have made abundant mistakes of every kind."
George Sarton said that.
You guys know who George Sarton is? Doesn't really matter.
The point is, mistakes have been made. Yes.
- Mistakes? - Yes.
You killed Barbara.
Abundant mistakes, but, the men involved with those mistakes,
the ones responsible for what happened to your brother and Miss Holland's death,
they're gone. They're gone, and for better for worse,
I'm the schmuck they brought in to make things better.
But I can't make things better without your help.
You mean without us shutting up?
She's tough, this one. You guys been together long?
- We're not together. - Wanna see what really killed your friend?
Teddy, I brought you an audience today. I hope you don't mind.
More the merrier, sir.
I'd call it one hell of a mistake.
Wouldn't you?
See, the thing is, we can't seem to erase our mistake...
but we can stop it from spreading.
Like, it's like pulling weeds.
But imagine for a moment if a foreign state,
let's say, the Soviets... If they heard about our mistake...
do you think they would even consider that a mistake?
What if they tried to replicate that?
The more attention we bring to ourselves, the more...
the more people like the Hollands know the truth,
the more likely that scenario becomes.
You see why I have to stop the truth from spreading, too.
Just, same as those weeds there.
By whatever means necessary.
So, we understand each other now, don't we?
This is more of the same.
Oh, it's nothing. It's just scribbles.
Wait!
- What? What? - Wait.
- Wait. These black lines, see? - What?
Look, they connect.
They connect.
Does this mean anything to you?
No.
I mean, is it some sort of maze or a road?
I mean, it's sort of forking and branching like... like lightning.
You think it's that storm?
No, the storm he drew was completely different. He used red.
And this is all blue and it has some weird dirt color.
I mean, maybe it's roots.
'Cause remember, he was saying it was spreading and...
Killing.
He said they were killing.
Vines.
He's drawing vines.
Hey, Max. Have you seen Dustin? We're supposed to meet after class.
Max!
Hey, Max! Hey, where you going? Come on! We've gotta go look for Dart.
Yeah, good luck with that.
What is wrong with you?
What is wrong with me? What's wrong with you?
- I don't understand. - No! I don't understand!
You guys act like you want me to be your friend
but then you treat me like garbage!
- That's not true! - Yes, it is!
You go and hide in the AV Club,
keeping secrets like we're in second grade or something.
You know, I thought you guys wanted me in your party.
- We do. But it's... - But what?
There... there are just things.
Things we can't tell you, all right? For your own safety.
- My own safety? - Yes!
- Because I'm a girl? - What? No!
Did you keep secrets from El?
How do you know about El?
Did you?
That was different. Trust me. Okay?
That was just... just different.
Okay. You know what? Forget it, okay?
I don't wanna be in your stupid party anyway. I'm out.
Have a nice life.
- Max! - You still stink, by the way!
Oh, shit!
That kid you were talking to, who is he?
He's no one.
- No one? - This kid from my class.
Why was he talking to you?
It was just about a stupid class assignment.
- Then why're you so upset? - I'm not!
He causing you trouble?
Why do you care?
Because, Max, you're a piece of shit,
but we're family now whether we like it or not,
meaning I'm stuck looking out for you.
- What would I ever do without... - Hey!
This is serious shit, okay?
I'm older than you.
And something you learn
is that there are a certain type of people in this world that you stay away from,
and that kid, Max...
That kid is one of them.
You stay away from him, you hear me?
Stay away.
"Ives.
Terry."
Jane.
Papa.
...President Reagan's...
Three to the right. Four to the left.
Rainbow.
Three to the right. Four to the left.
Rainbow.
Three to the right. Four to the left.
Four-fifty...
Jane.
Mama?
Mama!
Mama?
Mama!
Mama...
Mama!
Hello?
Will!
Mrs. Byers?
- Hey. - Hey, Mike.
- Is Will here? - You know what?
Now is not a really good time.
Is he okay?
Yeah. You know, he's... he's just not feeling real well.
He's laying down, so I'll tell him you stopped by, okay?
It's about the shadow monster, isn't it?
Have a nice day.
Doesn't really matter. The point is, mistakes have been made.
- Yes. - Mistakes?
The men involved with those mistakes,
the ones responsible for what happened to your brother
and Miss Holland's death, they're gone...
...the ones responsible for what happened to your brother
and Miss Holland's death, they're gone.
You still wanna do this?
Let's burn that lab to the ground.
Mew-mew, dinner!
Where are you? Mew-mew!
- Hey, Dusty! - Hi, hey. Hey, Mom.
- Everything okay? - Yeah, everything's fine. Yeah.
Dart, I've gotta talk to you, buddy.
It's about my friend, Will.
I think...
What the hell?
Dart?
Oh, Jesus.