Lucas warns Mike on-radio that “the bad men are coming’. Mike, Dustin and El flee the house almost certainly, and narrowly escape with Lucas, with El flipping a van to ensure escape. Reaching their junkyard base, Lucas reconciles with Mike and El. Joyce and Hopper find Jonathan with Nancy at the station, revealing his knowledge to his mother.
The group contact Mike and rendezvous with him at the junkyard, formulating a plan to make a sensory-deprivation tank to revitalize El’s powers. They create it in the middle school gymnasium, which El uses to find. She finds Barbara dead, partially eaten, and Will alive, hiding in the Upside-Down version of “Castle Byers”, his fort. Hopper and Joyce attempt to break into Hawkins Laboratory to save Will, but are apprehended by security guards. Nancy and Jonathan resolve to renew their attempt to kill the monster, and steal their hunting gear back from the police station.
In the Upside-Down, an incapacitated Will is shown singing in Castle Byers, as the monster breaks in.