Eleven struggles to reach Will, while Lucas warns that "the bad men are coming." Nancy and Jonathan show the police what Jonathan caught on camera.
Lucas warns Mike on-radio that "the bad men are coming". Mike, Dustin and El flee the house and narrowly escape with Lucas, with El flipping a van with her abilities to ensure they escape. Reaching their junkyard base, Lucas reconciles with Mike and El. Joyce and Hopper find Jonathan with Nancy at the station, and Jonathan reveals his knowledge about the creature to his mother.The group contacts Mike and his friends and they rendezvous with him at the junkyard, formulating a plan to make a sensory-deprivation tank to amplify El's powers so she can search for Will and Barbara. The united group breaks into the middle school, constructing the tank in the gym. With Joyce's help, El successfully enters the Upside-Down to find Barbara and Will. 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 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.
