Archive of Our Own

Chapter Text

INT. RADIO STATION - LOUNGE - NIGHT 1

ECU: We see a brown colored pencil moving rapidly over a piece of paper, shading in a DRAWING. A hand brushes some of the pencil shavings away. Trades the BROWN pencil out with a YELLOW one. Starts to shade more. We see the scene from THE CAVE begin to take shape. The DEMOGORGON looming at the end of the TUNNELED CAVE. The DESOLATE YELLOW BACKGROUND at the mouth. Rock and stone surrounding it. The hand brushes at the sketchpad one last time and --

We PULL OUT to see Will holding his sketchpad up against his knee, propped up on the edge of the sofa. Mike sits next to him, watching curiously over his shoulder. On the table in front of them, Will’s bag lays open, a box of colored pencils poking out, along with some other art supplies.

Will sits up and places the sketchpad on the coffee table in front of him. Lucas, Erica, and Dustin sit across from him. Everyone leans in to look.

LUCAS

Whoa, Will. This is --

MIKE

Cool.

DUSTIN

Cool? It’s awesome.

(beat)

Uh -- may I?

Dustin points down at Will’s sketchpad. Will nods.

WILL

Of course.

Dustin picks it up to study it. Erica peaks over his shoulder, frowning. We PAN UP to see Steve, Robin, Nancy and Jonathan standing a couple feet behind them.

Steve and Robin peer over Dustin and Erica, nosy. They look down at the drawing. Robin raises her eyebrows, impressed.

ROBIN

Dustin’s right. You got talent, Byers.

WILL

Oh -- Thanks --

DUSTIN

Of course I’m right. I’m always right.

ERICA

Always?

LUCAS

Always is a stretch, man --

STEVE

Weird.

MIKE

Weird?

ROBIN

What’s weird?

STEVE

Nothing, I just --

(to Will)

I was expecting your, uhm -- vision to be in the Upside Down.

JONATHAN

Wait -- what?

NANCY

Hold on --

Nancy and Jonathan walk up behind Steve and Robin. Nancy pushes herself in between them, then reaches down to grab the sketchpad from Dustin’s hands. She holds it up, squinting at it in the dim light.

ECU: Will’s drawing, the YELLOW LANDSCAPE. THE DEMOGORGON.

ERICA

What do you mean? It’s not the Upside Down??

STEVE

I mean -- it doesn’t look like the Upside Down.

LUCAS

But there’s a Demogorgon there.

NANCY

No -- Steve’s right.

DUSTIN

(muttering)

Guess there’s a first time for everything.

Steve grits his teeth, Dustin’s comment clearly striking a nerve.

Nancy ignores it, her focus elsewhere. She lowers the sketchpad, looking over at Will.

NANCY (CONT’D)

This is what you saw? Exactly how you saw it?

WILL

Yeah.

Nancy shakes her head. Baffled.

ROBIN

So -- wait. Is it the Upside Down? Or is it -- not the Upside Down?

We PAN ACROSS as everyone’s eyes turn toward Will. He takes a deep breath, looking around nervously. Uncomfortable with the direct attention. His eyes land on Mike.

Mike raises his eyebrows. Gives an encouraging nod.

WILL

I, I don’t know. Not for sure, anyway. But -- it was cold.

FLASHCUT OF THE BOY IN THE CAVE, BREATHING HEAVILY, SCARED. WE SEE HIS BREATH HIT THE AIR, RELEASING A CLOUD OF FOG.

WILL (CONT’D)

Only -- it wasn’t as dark. And there were no vines or... spores. Just the Demogorgon. And the gate.

LUCAS

So -- then it’s got to be the Upside Down, right?

DUSTIN

Not necessarily.

STEVE

Not necessarily?

DUSTIN

The only thing we really know about the Upside Down is that it’s an alternate dimension. For all we know this could be something else entirely.

Erica rolls her eyes. Gives Dustin an unimpressed look.

ERICA

An alternate, alternate dimension?

DUSTIN

I said it could be.

LUCAS

Okay -- but from what we know, logically speaking, gate plus Demogorgon equals Upside Down.

DUSTIN

Sure -- but there are other factors that need to be taken into account.

LUCAS

Like what, Dustin?!

DUSTIN

Atmosphere. Weather. Time --

MIKE

Time?

ROBIN

Right! The Upside Down is like -- creepily frozen in time --

NANCY

On the day Will went missing.

STEVE

Okay. Does... Is that supposed to mean something?

ERICA

Well, today is also November 6th.

STEVE

Oh. Yeah. Totally not ominous or creepy at all, then...

DUSTIN

It’s not about whether it’s creepy. It’s about analyzing what we know and what we don’t know -- and hopefully coming up with an accurate theory as to what the hell is going on.

MIKE

Dustin’s right. Even if this isn’t the Upside Down, there’s still something about today -- something important. We just haven’t figured out what it is yet.

LUCAS

Or how it’s all connected.

WILL

Or what it has to do with Vecna’s plans for me.

We PUSH IN on Nancy. She stares down at the drawing. Shakes her head. Her face twists. Remembering --

NANCY

Vecna... when we were in the Upside Down, he showed me a vision. A vision where -- where darkness spreads across Hawkins and -- monsters... monsters are everywhere. Hurting people. Killing people.

(beat)

If that’s still his plan... then, does that mean --

STEVE

Whoa, whoa, whoa. We don’t think this is happening today, do we?

LUCAS

Hold on. If Vecna’s plan really is to destroy the world, and he’s after Will... You don’t think...

Nancy, Steve, and Robin look up at Will. Lucas and Dustin exchange a nervous look. They cast a glance toward Mike. Mike slowly turns his head toward Will. Anxious.

Will swallows thickly. His eyes find --

Jonathan stands across the room, arms crossed over his chest, listening intently. When Will looks at him, he stares back at him. Worried.

WILL

For some reason -- he needs me in order to do it.

Will glances over at Mike. Mike takes a deep breath, shaken.

Off the two boys, we CUT TO --

INT. VOID

El stands in the center of the void. She turns in a slow circle. We PAN AROUND her, the FAMILIAR FIGURE appearing over her shoulder in the distance.

El’s eyes widen as she senses it. She turns in place to look at the figure. She takes a deep breath. Begins to walk toward it.

As El gets closer, we start to see more details of the figure. Black, fingerless gloves. Laced boots with tiny metal spikes. The red streak in her hair spills over one shoulder. The other side of her head is shorn...

She looks the same as she used to, only older. Her clothes are more distinct. Her stance full of confidence.

El slowly reaches toward one of her gloved hands. As she does, the young woman turns her head slightly, as if sensing her presence.

El hesitates for a beat more, then finally dives for the woman’s hand. She grabs on tightly. Squeezes.

ELEVEN

(beat)

Sister.

KALI, 20, turns to face El. She’s got on dark eyeshadow, heavy around her bottom lids, and dark lashes to match. She stares at El. HER EYES WIDEN. SHOCKED. CONFUSED.

Kali tilts her head a little, almost unsure if the young woman that stands before her is truly the same as the little girl she met two years prior. She takes a step towards El.

Kali reaches down, taking El’s other hand as well. Kali studies her -- in disbelief.

KALI

Jane?

El lets out a breath. Emotional. Tears spring to both girls’ eyes. Kali smiles. El laughs. Nods. Kali brings a hand up to El’s cheek. Cups it gently. Hesitantly, she pulls El into a hug. El hugs her back, squeezing tightly.

KALI (CONT’D)

You’ve grown up... Sister.

El laughs again. Closes her eyes. She missed her.

We PULL OUT, WIDENING on Kali and El, and --

MAIN TITLES

EXT. COMMUNITY CENTER - NIGHT - ESTABLISHING

The quiet parking lot of the shelter. Faint lights glow inside the windows of the brick building. The parking lot is filled with cars. In front of the building, a few SOLDIERS pace, guarding the entrance. As we PULL OUT --

VROOOMM! Three MILITARY HUMVEES turn sharply into the parking lot. They pull up alongside of the brick building, screeching to a halt. We PUSH IN on the door of the vehicle as it pops open and --

One of the soldiers in front of the shelter gives a salute.

SOLDIER 1

Sergeant Meyers, sir!

MEYERS steps out of the Humvee. He adjusts the coat he has on over his uniform. He looks toward the other two Humvees as more soldiers step out. Nods at them.

MEYERS

Find them.

The soldiers nod back at him, head for the door of the building, and --

INT. COMMUNITY CENTER - VARIOUS - NIGHT

RETURN FROM WITCH MOUNTAIN plays on a big VIDIMAGIC, projecting onto a screen on the far side of the COMMUNITY CENTER’S gymnasium. A group of children stare up at the screen. A few younger kids hold stuffed animals. The older kids lounge around in the back -- looking bored.

Marie sits at the reception counter, her desk lamp turned on and a magazine in her hands as she flips through the pages.

CL-CLACK! The sound of a door opening causes Marie to look up. She sets her magazine aside to stand, peering through the reception counter to see who is coming in so late.

Meyers appears in front of the counter. Soldiers pass by him, entering the shelter, their flashlights sweeping over the room.

MARIE

Excuse me! It is past curfew, which means the Military Police --

MEYERS

We are allowed to be here under the direction of our government or a superior officer’s orders. If you have a complaint, you can take down my identification number and file it with the department in the morning.

The soldiers begin sweeping their way through the room, shining their flashlights in civilians faces. Making them squint through the darkness. One officer pulls a blanket off of an elderly man, shining his flashlight down in his face. One of the soldiers stomps over to where the kids are sitting. He accidently trips over the VIDIMAGIC cord, the movie on the screen going dark. A few of the kids make noises of disappointment.

Marie looks exasperated. She scoffs.

MARIE

I don’t care if you’re under orders from God himself! You can’t just disrupt my residents in the middle of the night --

MEYERS

Actually, I can. And I will -- until we find what we’re looking for.

(beat)

In your registry, it says there’s a family that lives here -- under the name Byers? Have you seen them around?

MARIE

Byers?? What for?

Meyers narrows his eyes. Suspicious. He places his elbows down on the counter. Leans across it.

MEYERS

Ma’am, if you know anything about where they might be, I suggest you tell me before I have my men turn this whole place upside down.

Marie takes a deep breath, glaring at Meyers all the while, as we PUSH IN and --

EXT. COMMUNITY CENTER - NIGHT

At the front entrance of the shelter, a few armed soldiers still loiter around the HUMVEES, when --

WHOOSH! Meyers pushes through the front door of the shelter, reaching underneath his coat and pulling out a WALKIE. He raises it to his lips as he walks down the sidewalk.

MEYERS

They’re not here, sir.

INT. HAWKINS LABS - MAP ROOM - NIGHT - INTERCUT

Sullivan stands at the center of the map room, watching with a close eye as he stares at the lit-up map of Hawkins, waiting for more activity.

He raises his own walkie to his lips.

SULLIVAN

Then where are they, Sergeant?

MEYERS (OVER WALKIE)

Apparently, they’ve been staying somewhere else. A family friends -- under the name Wheeler.

Sullivan slowly lowers his walkie. His eyebrows draw together, confused. He stares up at the MAP, where the WHEELER HOUSE is, at the end of the MAPLE STREET cul-de-sac. He frowns.

SULLIVAN

(low)

Wheeler...

WOOP! WOOP! Alarms suddenly start blaring over the loud speakers, the LAB’S ALARM SYSTEM triggered by something. Sullivan’s head snaps up toward the speaker, as --

INT. HAWKINS LABS - FILE ROOM - NIGHT

Hopper’s head snaps up toward the speakers. He stares at it for a second, before his eyes fly to the opposite corner of the room, where a camera’s red light flashes at them.

HOPPER

Shit.

Hopper rushes to pack all the files together in one stack. Owens helps him, swiping all of the important documents off the table. Hopper hands him the stack as he draws one of the guns from his belt.

Across from him, Powell does the same, positioning himself so he’s facing the door. Ready to defend themselves if need be.

POWELL

How are we getting out of here?

HOPPER

Same way we came in.

OWENS

How did you come in?

HOPPER

Oh, don’t worry. You’re going to love it.

Hopper approaches the file room door, ready to fling it open, when --

OWENS

Hold on.

Hopper and Powell both turn back to look at Owens. He looks between them. Tense.

OWENS (CONT’D)

There’s something else you might be interested in before we leave.

Off Hopper, looking confused, and --

INT. RADIO STATION - LOUNGE - NIGHT

The kids are still gathered around the coffee table and the WALKIE at the center of the room. Steve paces back and forth as they wait. Robin leans against a desk on the far side of the room, looking through the doorway. Jonathan stands in front of a window on the far side of the room, looking outside. Dark clouds fill the sky. There’s a distant rumble of thunder.

Nancy stands close by. Arms crossed over her chest as she stares at the WALKIE on the table. After a beat, she glances over toward where Jonathan is standing. She takes a deep breath and walks over to him.

Jonathan turns to her as she reaches him. He straightens, giving her a concerned look.

JONATHAN

Hey.

NANCY

Hey.

Nancy glances out the window. Sees a distant flash of lighting arch across the sky.

NANCY (CONT’D)

Looks like it’s about to rain, huh?

JONATHAN

Yeah, it does.

(beat)

Are you -- Are you doing okay?

Nancy’s arms tighten over her chest. She tilts her chin up a little, blinking back a mist of tears. She forces a smile.

NANCY

Ask me tomorrow?

JONATHAN

(nods)

Yeah, of course.

A beat of silence. Then, Nancy glances over at Jonathan again. She chews on her bottom lip for a moment.

NANCY

What about you? I mean... I know all this stuff... with Will...

Jonathan shakes his head.

JONATHAN

I’m fine. I mean -- I’m worried, obviously. Between the Demogorgon and Vecna apparently needing him for some sort of -- nuclear plan to end the world...

Jonathan glances over his shoulder, toward where Will is sitting on the sofa.

JONATHAN (CONT’D)

I can’t help but think what might happen to him. Nevertheless, how he’s feeling...

NANCY

He’ll be okay. Will’s a strong kid --

JONATHAN

Yeah, but he shouldn’t have to be! I should be there for him, I should --

Jonathan cuts himself off. He takes a deep breath.

JONATHAN (CONT’D)

Will... He’s always struggled with showing people how he really feels. And lately -- I can tell there’s something weighing on him. Something that he won’t even tell me. And I think it’s because -- I haven’t been there for him when I needed to be.

(beat)

I can’t let that happen again. It’s -- my responsibility.

Jonathan looks at Nancy, desperation in his eyes.

JONATHAN (CONT’D)

I can’t lose him again, Nancy.

A beat of silence as Nancy absorbs Jonathan’s words. She nods, understanding.

NANCY

Will’s really important to you, isn’t he.

JONATHAN

Yeah. He is.

An echo of THUNDER rumbles in the distance once more. Jonathan and Nancy turn back to look at the brewing storm. A flash of lightning arches across the sky, as --

We focus back on our kids, who surround the WALKIE. Will massages the center of his left hand, staring at it distantly. He looks distressed, like he’s in pain. After a moment, he slowly raises his eyes, and we PAN AROUND to see --

Lucas, Erica, and Dustin, all stare at the walkie, looking exhausted. After a beat, Dustin glances up. His eyes land on something across from him. He lifts his head. Frowns.

DUSTIN

Is he asleep?

Lucas and Erica both look up too. Will blinks. He turns his head to follow their gazes and --

Beside him on the couch, Mike has slumped into the armrest, hand propping up his chin. His eyes are closed. He breathes evenly.

Lucas leans forward a little. Snaps his fingers across the coffee table.

LUCAS

Hey, Mike!

(beat)

Out like a light.

ERICA

(low)

Should we... wake him?

WILL

No, don’t.

Everyone’s attention snaps to Will. Will looks between them, anxious. He opens his mouth, about to explain --

WILL (CONT’D)

It’s just --

SKKKRCHH! The radio comes to life with static. Everyone’s attention snaps toward it. Steve stops pacing. Jonathan and Nancy look over from their spot on the window, when --

THUMP! THUMP! A pounding sound starts pulsing through the speaker. Like HEAVY FOOTSTEPS.

Robin straightens from where she’s leaning, staring at something, and --

Through the doorway of the lounge and into the broadcast room, we can see the picture frames on the wall shake in time to the THUMPING SOUND coming through the WALKIE.

ROBIN

Uhm -- guys?

THUMP! THUMP! Will, Lucas, and Dustin stare at the WALKIE. Their breathing quickens. THEY KNOW THAT SOUND. ANOTHER RUMBLE OF THUNDER ECHOES FROM ABOVE, AS --

THE LIGHT FIXTURES SUDDENLY COME TO LIFE. DUSTY LAMPS BEGIN TO FLICKER. THE FLASHLIGHTS START TO GO HAYWIRE.

ERICA

What’s happening???!

The thumping over the walkie gets louder, the picture frames rattle more, and MORE, AND --

ROBIN

Guys?!!

GOOSEBUMPS SUDDENLY RAISE ON THE BACK OF WILL’S NECK. HE INHALES SHARPLY. REACHES A HAND UP TO GRAB HIS NAPE. HIS VOICE SHAKES.

WILL

He found us.

CUT TO --

INT. HAWKINS LABS - MAP ROOM - NIGHT

ALARMS STILL BLARE INSIDE THE LAB. In the MAP ROOM, lights begin to flash on the board over the Northwest quadrant of Hawkins. Sullivan stares at the lights as they continue to flicker, his expression darkening. He puts his hands on the railing he’s standing in front of. His knuckles tighten around the metal.

SULLIVAN

There’s more of them.

WHAM! Behind him, a soldier suddenly bursts into the room. He salutes at Sullivan.

SOLDIER 2

Sir! There’s been a security breach! We think there may be intruders in the building, sir!

Sullivan whips his head around. He straightens. Starts marching toward the doorway.

SULLIVAN

I want this place locked down. NOW!

Off Sullivan, we CUT TO --

INT. HAWKINS LABS - MAIN FLOOR HALLWAY - NIGHT - MOMENTS LATER

Powell and Hopper follow Owens down the hallway. There’s activity everywhere. Military Police run along the hallway as the alarms blare. Hopper watches the flow of soldiers for a beat.

HOPPER

(low)

Looks like our friends finally woke up. They’re headed for the stairwell.

Powell glances over his shoulder. He casts a stressed look back at Hopper.

POWELL

The one we’re supposed to take back down?

Hopper opens his mouth, when --

OWENS

There’s another stairwell on the opposite end. They still haven’t opened up that part of the lab.

POWELL

Doesn’t that mean they’ll make it down there before we do?

HOPPER

They might be waiting for us at the bottom...

Owens takes a sharp right turn. He walks up to a door with a card lock. Hopper quickly reaches down toward his belt. Takes the stolen M.P. key card off his hip.

HOPPER (CONT’D)

This better be worth all the trouble, Doc.

OWENS

Like I said, Jim. You can still trust me.

Hopper gives Owens a skeptical look, before he swipes the key card, opens the door, and we CUT TO --

INT. RADIO STATION - LOUNGE - NIGHT

THE THUMPING SOUND STARTS ABOVE THE KID’S HEADS. Lucas, Dustin, Erica, and Will jerk their heads up toward it. DUST RAINS DOWN FROM THE CEILING, PAINT FLAKING OFF AS SOMETHING POUNDS FROM ABOVE THEM.

Across the room, Robin turns her head to watch as one of the picture frames in the broadcast room is knocked from the wall. GLASS SHATTERS! A CRACK STARTS TO FORM IN THE PAINT.

BACK ON THE CEILING. THE PAINT CHIPS BEGIN TO FORM CRACKS, BREAKING AND SPREADING AS --

WILL GASPS, HIS EYELIDS FLUTTER, AND WE SEE --

FLASHCUT of the BOY IN THE CAVE, MIND FLAYER PARTICLES INVADING HIS HAND. WILL IN THE FIELD, MIND FLAYER PARTICLES INVADING HIS BODY. THE BOY IN THE CAVE, KILLING THE DEMOGORGON. WILL thrashing against his BINDS in HOPPERS CABIN. FLASHCUT OF the HOT POKER that NANCY BURNED HIM WITH. FLASHCUT OF SOLDIERS WITH TASERS ZAPPING AT A WHITE UNIFORM. FLASHCUT OF A RED GATE OPENING. FLASHCUT OF AN UNFAMILIAR HAND, SLIPPING OUT OF HIS REACH AND --

Next to Will, Mike suddenly snaps awake with a gasp. Sweaty. Shaking, and --

CR-CRACK! Mike’s gaze snaps up to the ceiling as A RED LIGHT BEGINS TO CRACK THROUGH THE CEILING, AND --

THROUGH THE DOORWAY OF THE LOUNGE, A RED LIGHT BEGINS TO CRACK THROUGH THE WALL WITH THE PICTURE FRAMES. Robin whips her head toward the others.

ROBIN

GUYS??!! I THINK WE SHOULD GO!!

ERICA

Holy shit.

DUSTIN

Mother of --

Steve grabs onto Dustin’s shoulder, yanking him out of his chair and away from the gate.

STEVE

MOVE, MOVE, MOVE!

Robin rushes toward Lucas and Erica, grabbing their hands and pulling them forcefully away from the center of the room.

On the opposite side of the table, Nancy rushes over and grabs Mike’s hand, dragging him up.

NANCY

Come on! COME ON!

Mike lunges forward, snatching his WALKIE and his backpack as Nancy drags him away. Jonathan does the same with Will, grabbing his bag for him and heading for the BROADCAST ROOM.

Everyone else follows as JUST ABOVE THEIR HEADS, FROM THE GATE ABOVE THEM --

WHAM! DEMOGORGON 1 SUDDENLY DROPS INTO THE ROOM, LANDING ON THE COFFEE TABLE AND SMASHING IT INTO THE FLOOR. ITS FOOT CLAWS DIG INTO WILL’S DRAWING, TEARING IT TO SHREADS AS --

INT. HAWKINS LABS - LABORATORY - NIGHT

WHOOM! The laboratory door opens and Owens bursts inside, followed by Hopper and Powell.

As he makes his way over to the GLASS CASES that hold the GREEN SUBSTANCE, Hopper pulls up short. He recognizes the liquid. A shocked look crosses his face.

HOPPER

Don’t tell me Sullivan is trying to rebuild the Russian’s can-opener...

OWENS

Why would he need to when this whole town has become a gate to the Upside Down.

Owens starts quickly twisting the cylinders out of position, the glass case hissing as he collects multiple tubes of the GREEN LIQUID and hugging them against his chest.

Powell walks along the aisle of glass cases, trying to study the liquid. He makes a disgusted face.

POWELL

Then -- what exactly is this stuff?

Owens starts handing off a couple of the cylinders to Powell, who grimaces as he takes them, holding them cautiously in his hands.

OWENS

Well, it’s a kind of fuel. So, just find the right ingredients, add a little spark -- and you get --

HOPPER

Fire.

OWENS

Not just any fire.

FLASHCUT of the DEMOGORGON IN THE CEMETERY, BURNING INTO CINDERS.

Hopper turns toward Owens, eyes wide.

HOPPER

You’re saying we can kill a Demogorgon with this?

OWENS

With this? You can pretty much kill anything.

Hopper looks impressed. He glances across the room. We can see a WHITE LAB COAT hanging in the corner. He quickly walks over. Grabs it off the hook.

POWELL

Hop?

Hopper glances back at him. He nods toward the cases.

HOPPER

Grab as many of those as you can. We’re going to need them.

Off Powell, and --

INT. RADIO STATION - BROADCAST ROOM - NIGHT

The group starts to run for the EXIT of the radio station, when --

ROBIN

HOLD ON!

Steve and Dustin pull up short as DEMOGORGON 2 stumbles into the room from the other GATE. IT SHAKES IT HEAD, FREEING ITSELF OF THE GATE’S GOOEY MEMBRANE.

STEVE

Oh, shit!

Robin’s head whips toward the desk in the corner, where her SHOTGUN is. She dives for it just as --

Nancy digs into the back of her belt, whipping out her REVOLVER. She aims toward DEMOGORGON 2 AS IT TURNS TOWARD THEM. IT FOCUSES ON WILL.

Will takes a step back, terrified. We PULL OUT as Jonathan steps in front of him. Then, Mike steps in front of both of them.

Nancy takes another step forward, toward the Demogorgon. She shouts at Steve and Dustin --

NANCY

MOVE!

Steve and Dustin both duck just as Demogorgon 2 let’s out a ROAR and --

BLAM! BLAM! Nancy steps between them. Fires two shots into Demogorgon 2’s face as --

BACK ON Robin. She whips her gun around, back toward the ENTRANCE of the lounge. She clicks the safety of the shotgun off. Raises the gun to aim it through the open doorway. There’s a series of scrambled footsteps, the sound of more WOOD cracking, before DEMOGORGON 1 suddenly appears and --

BLAM! Robin shoots Demo 1 in the face, flicks to the bottom barrel and as it begins to recover --

BLAM! BLAM! Nancy fires two more shots into Demo 2, as --

BLAM! Robin’s second shot hits Demo 1 square in the chest, causing it to stumble backwards, as WE CUT TO --

INT. HAWKINS LABS - LABORATORY/HALLWAY - NIGHT

Hopper, Owens, and Powell exit the laboratory room. Over his shoulder, Hopper holds the lab coat filled with cylinders. He’s folded it like a Santa sack, the green light of the liquid bleeding through the white fabric.

They turn the corner of the doorway, heading down the hallway, opposite the flow of soldiers. All three of them duck their heads, trying to look inconspicuous as the rest of the lab rushes with chaos.

Powell leans over to whisper to Hopper.

POWELL

How are we not dead yet?

HOPPER

Because -- they don’t know who they’re looking for.

OWENS

It won’t be that way for long.

They round the corner again, only to be met with a closed door. Powell reaches down for his key-card this time, swiping it through to grant them access into the next part of the lab. He swings the door open for them, and --

INT. HAWKINS LABS - NORTH WING - NIGHT

Hopper, Powell, and Owens step into a darkened hallway. It looks like the lower levels of the lab did -- dusty and abandoned. Powell digs into his pocket and pulls out his flashlight, lighting up the hallway.

POWELL

I’m starting to get a bad feeling about this...

HOPPER

Hang in there, Chief.

Powell huffs a laugh, then starts to lead them down the darkened hallway, as --

INT. RADIO STATION - BROADCAST ROOM - NIGHT

BLAM! BLAM! Nancy uses up the rest of her bullets on Demo 2. It WHINES and FLINCHES, clawing at the air as the BULLETS hit its face. Over her shoulder, Dustin watches her flick the revolver open, dumping the shells out.

DUSTIN

Whoa, whoa, whoa -- Nancy what’s the plan???

NANCY

Shut up. I’ve got this.

DUSTIN

Nancy?!

NANCY

I’ve got this!

DEMO 2 starts to shake off the gunfire as Nancy frantically loads more bullets into the chamber, as --

ROBIN (O.S.)

SHIT, SHIT, SHIT!

Steve whips his head around to look at Robin. She holds the shotgun open in her arms, hands shaking as she digs into her pocket to fish for more bullets. Next to her, Steve spots his backpack, THE HANDLE OF HIS BASEBALL BAT STICKING OUT OF THE TOP.

Lucas’s head turns toward the lounge, where DEMO 1 is recovering. He pulls Erica around, putting himself defensively between her and Demo 1.

He casts a glance over at Robin. Nervous.

LUCAS

A little faster maybe?!

ROBIN

I’m sorry -- I’m trying, but I’m still new to this!!!

Steve suddenly appears beside her, reaching down to grab the handle of the baseball bat, by her feet. He picks up. Swings it around in his hand.

ROBIN

Steve?

STEVE

Don’t worry. I’ve got this.

ROBIN

STEVE!!

Across the room, Nancy is still trying to load bullets into her revolver. DEMO 2 finally rises to its full height once more. It snaps its head around to look at them.

DUSTIN

NANCY?!!

Behind them, Steve steps in front of Robin, facing the lounge, where DEMO 1 claws back to its feet. He scuffs his feet against the floor, as if stepping up to the plate. He raises the bat over his shoulder, as --

DEMO 2 LET’S OUT A ROAR!!

MIKE

NANCY! MOVE!

NANCY LOOKS UP FROM HER GUN JUST AS THE DEMOGORGON LUNGES TOWARD HER, WHEN --

WHOOM! AN INVISIBLE FORCE THROWS THE DEMOGORGON BACKWARD, SENDING IT FLYING THROUGH THE RADIO STATION’S DOORS WITH A SMASH!

Nancy flinches, staring at the smashed exit, wide eyed, as --

DEMO 1 lets out a SNARL, AND LUNGES AT STEVE! Steve tenses, ready to swing, when all of the sudden --

WHOOM! THE INVISIBLE FORCE CATCHES DEMO 1 AND SENDS IT FLYING INTO THE WALL. IT HITS HARD, MAKING A DENT IN THE DRYWALL, BEFORE --

WHAM! THE INVISIBLE FORCE SLAMS IT UPWARD, INTO THE CEILING, BEFORE --

SLAM! IT SENDS IT FACE FIRST INTO THE FLOOR. DEMO 1 GOES STILL.

Steve’s eyes widen. He slowly lowers his bat, turning his head around to see --

El steps into the BROADCAST ROOM. Her nose is BLEEDING. Her headphones are around her neck. Joyce stands just behind her, wide eyed.

Everyone turns to look at her, breathless. She takes a second to wipe the blood from her nose, before we CUT TO --

EXT. RADIO STATION - NIGHT - MOMENTS LATER

El’s boots slowly crunch over the broken glass from the radio station doors as she steps out onto the grass field. She breathes heavily. Strained.

Across from her, DEMO 2 has been thrown into the grass between JOYCE’S PINTO and POWELL’S CRUISER. We watch as it slowly rises from the ground, facing El.

Behind El, Joyce and Nancy step out of the station. El doesn’t take her eyes of the Demogorgon, but she tells them --

ELEVEN

Go.

Nancy’s eyes flash over to Joyce, who quickly pulls the keys to POWELL’S CRUISER from her pocket and drops them into Nancy’s open palm.

Nancy and Joyce swivel their heads around to look at the others.

NANCY

Alright, let’s go. LET’S GO!

FROM ABOVE the radio station, we see the group split in two. Nancy, Dustin, Lucas, Erica, Robin, and Steve head for POWELL’S CRUISER. Joyce, Will, Jonathan, and Mike head for JOYCE’S PINTO.

As they run toward the vehicles, the Demo’s head SWIVELS TOWARD WILL. Will’s eyes widen as it stares him down, his footsteps stuttering momentarily, as --

THE DEMOGORGON LETS OUT A SNARL! IT BEGINS TO MOVE TOWARD WILL, WHEN --

El lifts her hand, STOPPING THE DEMO IN IT’S TRACKS. IT ROARS ANGRILY, TRYING TO FIGHT THROUGH THE INVISIBLE FORCE. ITS CLAWS DIG INTO THE GROUND, TRYING TO PUSH THROUGH. EL GRUNTS, HER NOSE BEGINNING TO BLEED, AS --

Will stares at her for a beat. Then, Mike grabs his sleeve and tugs him along, forcing his feet forward again.

MIKE

Come on!

JONATHAN

Hurry!

They make their way to JOYCE’S PINTO, as --

INT. POWELL’S CRUISER - NIGHT

Nancy throws the front door to the cruiser open. Beside her, Steve slides into the passenger’s seat. He whirls his head toward the backseat, where Robin, Lucas, Dustin, and Erica are trying to cram themselves in side-by-side.

STEVE

Everyone good?

ROBIN

You mean other than the fact that we almost just got eaten in there???

Dustin starts to slide closer to Erica. Erica makes a face, shoving him backward.

ERICA

Oh, hell no. You’re not sitting on my lap! MOVE.

DUSTIN

Jesus Christ --

NANCY

Close the door, Lucas!

LUCAS

There’s not enough room!

ERICA

Close the goddamn door!!!

LUCAS

ALRIGHT, I’M CLOSING IT!!

Lucas shoves himself into the car, landing in Dustin’s lap as he pulls the car door shut behind him.

DUSTIN

What the hell are you doing??!!

LUCAS

They said to close the door!!!

Nancy jams the key into the ignition and the engine roars to life. She lifts her head to see El still facing off against the Demogorgon through the front windshield. Then she turns her head toward where Mike, Will, Jonathan, and Joyce have just finished climbing into the Pinto.

Off Nancy, anxious, as --

INT. HAWKINS LABS - LOWER FLOOR - NIGHT

Hopper, Powell, and Owens creep down the lower floor hallway. As they do, they begin to pass a SERIES OF DOORS, EACH WITH A NUMBER. HOPPER STARES THE NUMBERS AS THEY PASS. 10. 9. 7. THEN --

INT. HAWKINS LABS - RAINBOW ROOM - NIGHT

We are inside the RAINBOW ROOM, looking out the double doors and into the empty hallway. Powell passes first, shining his flashlight into the room for a brief second before he keeps walking. Owens follows.

Hopper pauses, the doorframe framing his silhouette as he looks into the room. He digs into his pocket and pulls out his FLASHLIGHT. He clicks it on, shining it into the room. The light shines across children’s toys, blocks, boardgames, a figure 8 ball, the rainbow paint across the walls, and finally --

Hopper’s light lands on the far end of the room, where -- through the broken observation glass, we see a huge crack splitting up and down the wall. AN OLD SCAR.

FLASHCUT of a YOUNG ELEVEN sending HENRY to DIMENSION X. YOUNG HENRY taking CAPTAIN BRENNER’S HAND. HENRY’S GATE opening in HAWKINS LAB, AS --

EXT. RADIO STATION - NIGHT

El grits her teeth, still fighting against the DEMO as it begins to thrash around in her invisible hold. She raises her other hand to try and help. Blood begins to drip from her other nostril. She lets out a grunt of pain as a SHARP RINGING slowly starts to grow, and --

FLASHCUT of YOUNG EL, IN THE VOID, REACHING OUT TO THE DEMOGORGON FOR THE FIRST TIME. OF THE GATE to the UPSIDE-DOWN opening in HAWKINS LAB -- the day Will went missing. Of EL CLOSING THE BIG GATE, the MIND FLAYER VISIBLE THROUGH THE DOORWAY, AND --

ECU: As the DEMOGORGON’S FEET continue to claw at the ground, CRACKS BEGIN TO OPEN THROUGH THE DIRT. A RED GLOW STARTS TO BREAK THROUGH, AND --

INT. HAWKINS LABS - LOWER FLOOR - NIGHT

Hopper stares at the wall, tense. He grips the lab coat filled with the GREEN LIQUID tighter, when --

A LIGHT SUDDENLY APPEARS AT THE END OF THE CORRIDOR. THE SOUND OF BOOTS ECHOING OFF THE TILE.

SOLDIER 2

THEY’RE HERE!

Hopper startles, head whipping toward the glow of the soldier’s flashlight, before he quickly starts backing away.

HOPPER

(muttering)

Shit.

SOLDIER 2

HEY! STOP RIGHT THERE!

Hopper swivels his head back toward the front and starts to run after Owens and Powell. As he sprints around a corner, the two men turn back to look at him, concerned.

POWELL

Hop?

HOPPER

Run. RUN!

They start to sprint toward the BOILER ROOM, just as --

EXT. RADIO STATION - VARIOUS - NIGHT

THE DEMOGORGON BEGINS TO SINK THROUGH THE RIFT IN THE GROUND. EL’S HANDS PUSH IT DOWN, SHOVING IT BACK INTO THE UPSIDE DOWN.

IN THE CARS, everyone watches El with shock as the Demogorgon claws at the edges of the gate, before it is suddenly SWALLOWED UP by the rift.

El lowers her hands, releasing her hold on the Demogorgon. She gasps for air, her stamina wearing thin, as --

Joyce starts up the Pinto, hitting the gas before swinging it around to pick up El.

From inside POWELL’S CRUISER, Steve taps Nancy’s shoulder.

STEVE

Alright, go. Go go go!

Nancy throws the car into reverse, backing up quickly before throwing it back into drive. Meanwhile --

The PINTO drives up alongside El. Mike pops the door open and offers his hand out to her.

MIKE

El!

She takes it, letting Mike pull her into the backseat, before he reaches across and closes the car door behind her.

In the front seat, Jonathan stares across the console, toward the driver’s side window. He narrows his eyes as he sees something SHIFT THROUGH THE RADIO STATION’S BUSTED UP ENTRANCE.

JONATHAN

We got to go. We got to go!

Both Joyce and Will whip their heads around to follow his gaze. Through the doorway, a shadowy creature stomps forward, creeping out of the darkness, and --

IT’S DEMO 1. It’s a little banged up from El’s attacks, but IT’S FOCUS IS LOCKED ON THE PINTO. ON WILL.

JONATHAN

MOM -- !

Joyce stomps down on the gas pedal, tires SQUEALING as they kick up a cloud of dust and dirt, before she’s suddenly speeding after POWELL’S CRUISER.

The DEMO stands in the doorway, watching the cars speed away, when --

MORE SHADOWY CREATURES SUDDENLY CRAWL OUT OF THE BUILDING ALONGSIDE THE DEMOGORGON. AS THEY ENTER THE LIGHT, WE SEE THREE DEMODOGS.

DEMO 1 lets out a SCREECH, heading after them. We CUT TO --

INT. HAWKINS LAB - BOILER ROOM - NIGHT

Powell, Owens, and Hopper race into the boiler room, before Hopper quickly turns to shove the door closed. He turns the lock on it, just as --

WHAM! Something on the other side runs into the door. It shakes as they try to open it. A voice shouts --

SOLDIER 2 (O.S.)

OPEN UP!

BANG BANG BANG! They pound on the door. Hopper takes a step back for a moment, making sure the lock will hold, before he follows after Powell and Owens, who have already made it over to the hole in the floor.

Powell crouches down, throwing off his soldier’s cap as he gets ready to drop back into the tunnels. Owens stares down at the hole with recognition. He looks like he might be sick. He glances up at Hopper.

OWENS

You’re kidding. This is how you got here?

HOPPER

I told you, you were going to love it.

OWENS

Oh, yeah -- this is great. Really takes me back.

Powell drops down into the tunnel, then glances back up as --

BANG BANG BANG!! The soldiers are getting louder. More persistent. Hopper swings his head toward Owens.

HOPPER

You could always stay.

Owens lets out a sigh, bends down, takes Powell’s hand, and --

INT. TUNNELS - NIGHT - INTERCUT

Owens lands inside the narrow passageway. He glances around, nervous, before turning to see Hopper jump down right after him. He hands off their haul to Powell, who hefts the lab coat filled with the glass cylinders over his shoulder.

Hopper glances up at the entrance and grabs the shovel that’s leaning against the wall of the cave. Powell takes a cautious step back.

POWELL

You sure about this?

HOPPER

Can’t have them following us. Just... back up a little more, would you?

Powell and Owens walk backwards down the tunnel, until they’re a safe enough distance away. Then, Hopper lifts the shovel over his head. He thrusts the spade into the unstable dirt near the entrance, just as --

BANG! Above them, the soldiers put a dent in the boiler room door.

Dirt rains down on Hopper. He chucks the spade into the dirt again and --

WHAM! The soldiers burst through the door and tumble into the BOILER ROOM. One of them shines his flashlight around. He spots the hole in the floor.

SOLDIER 2

OVER THERE!!

They begin to race toward the hole, but just as he does --

THUNK! Hopper hits the dirt one last time and DIRT AND ROCKS start to CAVE IN THE TUNNEL. He quickly stumbles backward as the tunnel begins to come down on top of him, just as --

ABOVE THEM, the soldier appears, shining his flashlight on them for a split second.

SOLDIER 2

WAIT!

DIRT TUMBLES IN! THE SIDES OF THE CAVE BEGIN TO FALL DOWN ON TOP OF HOPPER. HE QUICKLY TURNS TO RUN, TRYING TO GET AS FAR AWAY FROM THE CAVE IN AS POSSIBLE, BUT HE’S SWALLOWED UP BY THE TUMBLE OF DIRT!

POWELL

Jim!!!

Powell and Owens both raise their hands to shield their faces from the cloud of dirt as it hurtles toward them. It rushes past, leaving their clothes and faces covered in grime. They both cough as the air settles.

Powell opens his eyes again, shining his flashlight around the tunnel. He starts toward the cave-in, eyes desperately searching, but HOPPER IS GONE. Nothing but a MOUND OF FRESH DIRT can be seen.

Powell stares in fear. In disbelief, when all of the sudden --

WHOOM! A hand bursts out of the dirt. It begins to claw its way out, and --

Powell rushes forward to help. He sets the flashlight aside, reaching instead for Hopper’s hand and pulling at him.

After a beat -- Hopper tumbles out of the mound of dirt and stone, breathing hard. He’s got a fresh cut on his cheek, but other than that he’s unscathed.

Powell lets out a deep sigh of relief.

POWELL

Jesus -- I thought you really buried yourself alive, there!

Hopper lets out a cough. He spits some dirt off his lips. Sits up.

HOPPER

Not my first time crawling out of a grave.

He reaches up slowly, to the ARMY UNIFORM he stole. He begins to unbutton it, stripping off the dirty clothes to reveal that he’s still wearing his own clothes underneath, before he looks over at Owens.

HOPPER (CONT’D)

You second guessing your choices yet, Doc?

Owens smiles. Shrugs.

OWENS

As long as I’m not the one you’re burying...

Hopper huffs a laugh, pulling off the uniform the rest of the way, before we CUT TO --

INT. JOYCE’S CAR - NIGHT

In the backseat, Mike holds on to El’s shoulders. He scans her face, concerned. Behind him, Will looks on, equally as worried.

MIKE

El! You okay?

El nods. In the front seat, Jonathan digs into the glove compartment. He rummages through it for a second, before pulling out a handkerchief. He turns in his seat, holding it out for El.

JONATHAN

Here.

El takes it. She wipes the blood from her nose. Mike slowly lets go of her shoulder.

MIKE

You sure you’re alright?

ELEVEN

(nods)

I had to send it back. Or it would’ve broken free.

Off El, and --

INT. POWELL’S CRUISER - NIGHT - INTERCUT

ECU: In the rearview mirror, we can see Joyce’s Pinto following the cruiser. Steve reaches up, adjusting the mirror back into position, before turning to glance at Nancy.

STEVE

He found us, didn’t he. Vecna.

ROBIN

How?

Nancy shakes her head. She grips the steering wheel tighter.

LUCAS

Maybe he got into one of our heads??

DUSTIN

Or more than one of us.

ERICA

Can he do that??

DUSTIN

Probably --

NANCY

Either way -- we have to keep moving. Otherwise, he’ll find us again.

Steve glances back to look at Robin, anxious. Robin takes a deep breath, and --

BACK IN THE PINTO

Jonathan gives Joyce a weary look.

JONATHAN

So, that’s the plan? Keep running until we run out of places to hide?

JOYCE

The plan is to end this. Let’s just hope that Hopper and Powell found what they needed, and --

SKKRCCHH! Mike’s WALKIE crackles with static, before we hear --

HOPPER (OVER WALKIE)

Anybody copy? Over.

In the front seat, Joyce lets out an audible sigh of relief. Mike offers the walkie out to El. She sits up, taking it in her hand.

ELEVEN

We copy.

INT. TUNNELS - NIGHT - INTERCUT

Hopper now leads Owens and Powell through the tunnels, flashlight out in front of him and WALKIE in his hand. He nods when he hears El’s voice, relieved.

HOPPER

We got what we needed. We’re headed back to the radio station --

IN THE PINTO

Mike and Will exchange a look, hopeful. Beside them, El shakes her head, urgent.

ELEVEN

No! Don’t go back!

IN THE TUNNELS

Hopper slows down a little. He raises the walkie to his lips, concerned.

HOPPER

Why not? What happened?

ELEVEN (OVER WALKIE)

He found us, Hopper. We got away -- in Joyce’s car.

Hopper takes a deep breath, anxious. He turns his head to the side. Another tunnel splits off in another direction. Hopper thinks for a moment, then --

HOPPER

Where are you right now?

IN THE CRUISER

In the backseat, Lucas still sits halfway in Dustin’s lap. Dustin quickly scrambles for the walkie at the side of his bag. He pulls it out, holding it up to his lips.

In the front seat, Steve watches through the front window as they drive past an intersection. He turns over his shoulder.

STEVE

We just passed --

DUSTIN

(snapping)

I know where we are, Steve.

Steve falls silent, pinching his lips together. Robin casts a sideways glance at him, worried. Dustin lifts the walkie to his lips.

DUSTIN (CONT’D)

(into walkie)

We just hit the end of Cedar.

HOPPER (OVER WALKIE)

Alright. Head for the High School, I’ll meet you there.

DUSTIN

The High School? Why?

IN THE PINTO

El holds the WALKIE up. Everyone listens as --

HOPPER (OVER WALKIE)

It’s halfway in between your location and ours. Head there, keep your heads low, and just -- stay safe. We’re on our way.

(beat)

You copy, kid?

El moves the walkie closer to her face.

ELEVEN

I copy.

IN THE TUNNELS

Hopper nods. He turns to look back at Powell and Owens. Powell raises an eyebrow. Hopper reaches out. Pats his chest.

POWELL

Does that mean they drove my cruiser?

HOPPER

Change of plans, Chief. You’ll get used to it.

Off Powell, letting out a sigh, and --

INT. HAWKINS LABS - FIRST FLOOR - NIGHT

Inside the lab, the alarms have finally stopped blaring. Sullivan swiftly walks down the corridor. As he does, the soldier who was pursuing Hopper on the LOWER FLOOR approaches him. He salutes.

SOLDIER 2

They’ve managed to escape, sir.

Off Sullivan, looking pissed, we jump to --

INT. HAWKINS LABS - SURVEILLANCE ROOM - NIGHT - MOMENTS LATER

Sullivan bursts into the surveillance room. Inside, a few M.P.’s lean over the monitors, combing through footage. One of them is the Corporal from before, who gave Hopper directions to the FILE ROOM.

SULLIVAN

Whatever news you have for me, Corporal, it better be good news.

The Corporal whips his head around. He salutes.

CORPORAL

Sir! If I’d been more observant --

SULLIVAN

Save it. I’m not interested in recounting incompetence. Have you found them or not?

The Corporal swallows thickly, sweating. He turns, pointing toward a monitor.

CORPORAL

There. That’s them, sir.

SULLIVAN

You spoke to them? What did they want?

CORPORAL

Directions, sir. To the file room.

On the screen, beside Hopper, we see OWENS.

SULLIVAN

Which explains our missing scientist.

Sullivan stares for a beat, studying the screen, when his eyes narrow on HOPPER. He takes a step closer to the screen. Tilts his head.

SULLIVAN

Did they look familiar at all, Corporal?

CORPORAL

No sir. It was my officer who suspected they might be impersonators.

Sullivan looks even closer at Hopper’s figure on the grainy screen. His eyes slowly widen as he recognizes him.

SULLIVAN

Impersonators -- or dead men walking.

(beat)

You want to redeem yourself, Corporal? Start by finding out what information they were after. I want to know exactly why they were here -- and what they took.

CORPORAL

Yessir!

The Corporal makes a swift exit out of the room, a few other soldiers following after him. Off Sullivan, watching the monitors, we CUT TO --

EXT. HIGH SCHOOL - NIGHT

The High School parking lot is empty. The school is dark. In the sky above, the clouds have gotten even darker, before --

SHOOM! A flash of headlights rakes over the school, lighting up the brick where Andy wrote in paint that morning. It’s been scrubbed clean, but we still see a light stain of the words: BURN IN HELL FREAKS.

POWELL’S CRUISER pulls up to the front entrance first, quickly followed by JOYCE’S PINTO. Everyone climbs out, heading for the entrance of the school.

Joyce is the only one who hesitates, glancing toward the FOOTBALL FIELD. Will notices.

WILL

Mom?

Joyce looks back at him. El and Jonathan also pause. They look over at Joyce.

JOYCE

I’m pretty sure I remember where the tunnel is around here. We should get a head start on digging them out -- just in case.

WILL

Do you want some help --

JONATHAN

I’ll help.

Jonathan starts rounding the car to join Joyce, who looks a little surprised. Then, Jonathan looks back at Will and El. He gestures between them.

JONATHAN (CONT’D)

Stay with El.

WILL

Jonathan --

Will gives up as Joyce and Jonathan begin to walk toward the back of the school. El glances over at him, smiling sympathetically. Will glances back at her. He smiles back.

WILL (CONT’D)

They do know I’m older than you, right?

El huffs a laugh, as --

Steve, Robin, and Nancy approach the front doors, Dustin, Lucas, Mike, and Erica behind them. Nancy digs into her pocket. Draws out a set of keys.

STEVE

How do you even have those?

NANCY

I might’ve -- ‘forgotten’ to hand them back in after I graduated from being head of the school paper.

Steve raises his eyebrows. Nancy shrugs.

NANCY (CONT’D)

What? I figured they might -- come in handy...

ROBIN

You just wanted free access to the printers, didn’t you?

NANCY

Maybe...

(beat)

Listen, printing so many flyers every month isn’t cheap -- okay?

Steve and Robin exchange an amused look before Nancy unlocks the door, places her hand on the handle, and --

INT. HAWKINS HIGH - HALLWAY - DAY (MINDSCAPE)

CLICK! We are suddenly snapped into the bright school hallway of HAWKINS HIGH, only newer. Nicer. The main doors open and in steps MAX.

It’s mid-school day. Students are walking around with their books and bags. Their clothes match the rest of Henry’s memories, 60s-style.

Max takes a couple timid steps forward, out of place despite the familiar setting. She glances around, looking for someone, when she finally spots --

Henry stands in the center of the hallway. He’s wearing slacks. A neat button up. His hair is freshly combed. He wears a backpack. In one hand, the TRANSISTOR RADIO. In the other, a piece of paper.

He stares down at it. Glances around. Lost. He tries to peer over his classmates. Looking for something, when --

WALTER (O.S.)

Hey! Henry!

Henry whips his head around. Over his shoulder, Max watches. Their eyes both land on WALTER HENDERSON, 16, a lanky boy with curly hair. He walks with a friend. They’re both taller than Henry. Older. They loom over him as they approach.

Max takes a step forward. Then she blinks, looking down at her shoe, slow to realize that she was about to help him.

Walter’s friend glances around at Walter. He points at Henry, disbelieving.

WALTER’S FRIEND

You know him?

WALTER

What? No! You haven’t heard about the new kid?? Well, I did. You want to know what I’ve heard??

Walter takes a couple steps toward Henry. Grinning. Sizing him up. He leans his face in close. Henry takes a tiny step backward. Nervous.

WALTER (CONT’D)

I heard he put a kids eye out at his last school in Nevada! Is that true?

Henry looks between them. He goes pale. Shakes his head.

HENRY

It’s not --

WALTER

Sure, it is. I heard all about you! I heard you’re some kind of psycho.

Henry’s left arm jerks to the side. He stumbles with the force, his shoulder slamming into the lockers beside him. The light above him begins to flicker.

His radio clicks on. It begins to ring with static.

WALTER (CONT’D)

Hey! What’s with that radio, psycho? What is it for? Communicating with the mothership?!

Walter goes to grab Henry’s radio. Max takes another step forward. Anxious. Henry jerks it away from him.

HENRY

DON’T TOUCH IT!

Walter jerks away, startled. Above them, the light grows BRIGHTER and BRIGHTER and --

POP! Walter jumps at the sound. He glances up to see the lightbulb has gone out.

WALTER

Whoa! How did you do that -- ?

Max starts marching forward, fed-up.

MAX

Leave him --

PATTY (O.S.)

Leave him alone, Walter.

Max whips her head around to see Patty standing there. She stares Walter down, looking bored.

WALTER

Oh, God, here we go. You meet Patty, yet, new kid? Bob Newby’s -- “sister.” The little foundling -- the girl from nowhere?

Patty turns away from them. Begins to walk toward her locker. Walter follows.

PATTY

Drop dead, Henderson.

WALTER

Or what mystery meat? You know -- I heard they found her in a dumpster --

Patty turns on Walter. Raises an eyebrow. Taunting.

PATTY

Yeah? Well, I heard you made out with your cousin last summer.

Walter swallows thickly. The smile slips off his face.

WALTER

That is a goddamn lie, Newby!! Who told you that?!

PRINCIPAL NEWBY (O.S.)

Patricia!

PRINCIPAL ROBERT NEWBY, late 40s, swiftly makes his way down the hall. He breezes past Henry and Max. At the sight of him, Walter’s friend scampers off.

The principal heads straight for Patty and Walter. He raises a finger at her, accusingly.

PRINCIPAL NEWBY (CONT’D)

That’s a lunch detention.

Patty makes a face. Exasperated.

PATTY

What?! But, Dad, he was --

PRINCIPAL NEWBY

I didn’t raise an idiot, so stop acting like one. You alright, Walter?

Principal Newby lays a hand on Walter’s shoulder. They start to walk away. Patty rolls her eyes.

Henry stands in the middle of the Hallway. He stares at Patty as she turns away, finally reaching for her locker. As she starts to open it --

RIIINNNGG! The school bell goes off. The hallway has grown quiet, the kids emptying out as class begins.

Patty glances over her shoulder. She sees Henry is still standing there. Holding his radio. Awkward.

PATTY

You alright?

HENRY

You shouldn’t have done that.

PATTY

Yeah, well -- don’t mind Walter. He’s literally crazy, but his family runs the liquor store, so he gets away with everything. Anyway, he really did make out with his cousin.

Henry glances down at the piece of paper in his hands. He spots his locker number, across the same row as Patty’s, just a little further down the hallway. He starts to drift toward it.

HENRY

How do you know?

PATTY

My dad makes us go to church. It’s the least I can do to listen to confessions.

Patty finishes exchanging her books out of her locker, smirking. She closes it purposefully. Henry glances across at her, studying her for a moment. Then he reaches up to his own locker, beginning to spin the dial.

HENRY

Must be hard...

PATTY

What? My dad being the principal?

HENRY

Being an orphan.

Patty tilts her head. She narrows her eyes at Henry, then starts to approach him.

PATTY

You’re turning it the wrong way.

HENRY

What?

PATTY

Just give me your combination.

Patty snatches the piece of paper from his hands, then leans up against the lockers beside him. She looks down at the piece of paper, reading it off to him.

PATTY

Spin left, 75.

Henry stares at her for a beat. Then does as he’s told. Patty lifts her chin, defiant.

PATTY (CONT’D)

It’s not true, you know. I wasn’t found in a dumpster.

HENRY

Well, don’t you think I can do this myself --

PATTY

23, spin right!

Henry sighs. Spins the dial to the right. Patty looks back at him again, smiling.

PATTY (CONT’D)

My mom had to keep me a secret. Because my real mom is...

Patty glances around cautiously, then --

PATTY (CONT’D)

Ella Fitzgerald! Left, 11.

HENRY

The singer.

POP! The locker opens. Henry sets his radio down.

PATTY

I know! Once you say it out loud the resemblance is uncanny.

(beat)

Say!

Patty spots Henry’s radio. She scoops it up her hands, taking a closer look. Henry immediately whips his head toward her, alarmed.

HENRY

Whoa -- hey -- !

PATTY

Is this a Captain Midnight radio?

Patty raises an eyebrow. Turns to glance back at Henry.

PATTY (CONT’D)

Are you a part of the Secret Squadron?

Henry stares back at her for a beat. Then, he turns, jumps into the air, before landing in a pose and raising his fist into the sky. Patty’s eyes widen as he says --

HENRY

Justice through --

HENRY/PATTY

-- strength and courage.

Henry glances back at Patty, who steps into the same pose, looking surprised. Then, she takes a step forward to hand Henry back his radio.

PATTY

Aren’t you a little old for that??

Henry takes it.

HENRY

Aren’t you?

(beat)

They gave it to me a few years ago for cracking the Code-O-Graph.

Patty’s eyes widen. Her jaw falls open.

PATTY

You cracked the Code-O-Graph?!

Henry’s eyes widen too. He grows excited.

HENRY

Yeah, it was easy! I’ve been writing everything in code for years so my mom can’t read it.

An awkward beat. Then --

PATTY

That’s... the coolest thing I’ve ever heard!

Henry reaches down, clicking on his radio. “Come Softly to Me” by The Fleetwoods begins to play. He begins to bounce in his heels, dancing a little. Patty’s eyes widen, bemused.

Henry gestures toward her lips.

HENRY

I like your... lipstick.

Patty blinks. Henry blinks too, then quickly reaches down to click his off radio. He turns toward his locker, looking like he’s about to crawl inside.

Patty takes a step forward. She lifts Henry’s paper with the combination on it, handing it to him.

PATTY

Patty Newby.

Henry takes it. Then offers out his right hand to shake.

HENRY

Henry Creel.

Patty takes it, and when she shakes, Henry’s left hand flies out -- the radio in his grasp coming to life again, “Come Softly to Me” continuing to play. He immediately scrambles to turn it off, shoving it behind his back before it finally goes silent.

Patty smiles at him, intrigued. She slowly starts to back away, down the hall.

PATTY

Welcome to Hawkins, Henry.

HENRY

Right.

As she walks away, we PAN ACROSS to see Max leaning up against the lockers. She eyes Henry up and down as he turns back to his locker, looking agitated. She shakes her head.

MAX

There has to be a reason you’re showing me all this right? Something you’re trying to tell me?

Henry stuffs his radio inside his locker. Closes it. Turns away, heading down the hall.

Max jolts forward, following him.

MAX

Henry.

HENRY

Jesus -- I like your lipstick. I like your lipstick? Of all the dumb, weird things you could possibly say --

MAX

Henry! Hold on!

Henry marches toward a classroom door, Max hot on his heels, before he grabs the handle, throwing it open, as we HARD CUT TO --

INT./EXT. HAWKINS HIGH - SHED - NIGHT

Darkness. Then, the shed door pops open, revealing Jonathan’s silhouette. He steps inside, flicking on a light. He glances around before he steps forward, grabbing a couple SHOVELS.

He steps out of the shed, handing the other one to Joyce. She takes it, and --

EXT. HAWKINS HIGH - FOOTBALL FIELD - NIGHT

Joyce and Jonathan walk across the length of the FOOTBALL FIELD, carrying their shovels with them. Joyce glances over at Jonathan, giving him a sideways look.

JOYCE

I saw what you did back there.

JONATHAN

What?

JOYCE

Volunteering? For Will?

JONATHAN

Oh, yeah. I just -- figured it’s safer if he sticks with El, for the time being.

JOYCE

(nods)

I’ve lost count of how many times she’s saved us, now.

JONATHAN

More than enough. Even though she doesn’t have to...

Joyce glances over at Jonathan again. She narrows her eyes a little as they reach the end of the FOOTBALL FIELD and walk into --

EXT. WOODS BEHIND SCHOOL - NIGHT

Joyce and Jonathan head over to the PICNIC BENCH. Joyce gets on one side of the bench, and Jonathan on the other.

JOYCE

You think it should be you -- protecting Will.

JONATHAN

Well, yeah -- I mean. I owe it to him. He’s my brother, and -- my best friend, and --

They shove it to the side, moving it out of the way to reveal a PATCH OF GRASS underneath. Here, the weeds have begun to WILT -- the leaves turning gray at the edges.

Joyce walks around the dead patch, hefting her shovel in her hands before placing the spade at the edge of the withering ground. She glances up at Jonathan.

JOYCE

And you raised him.

Jonathan jerks his head up to look at Joyce. Eyes wide.

JONATHAN

Well, I don’t -- I mean...

Joyce shakes her head. She looks down at the dirt. Begins to dig. On the other side, Jonathan watches for a beat, before he joins her.

JOYCE

You did. We both did.

(beat)

I know I put a lot on you -- as a kid. Even after... Lonnie. You and Will, you both grew up faster than most kids should. Sometimes I still wonder if I could’ve stopped that somehow...

Jonathan stops shoveling for a moment. He takes a deep breath, looking concerned.

JONATHAN

Mom... You had your hands full and -- you did good. You did really good.

JOYCE

I did my best -- which wasn’t enough sometimes, but... You and Will -- you’re still my kids. And you’re still allowed to find out who you are and -- and what makes you happy. You shouldn’t have to worry, or feel like you’re alone -- or worse; feel like you’re stuck. Like you don’t have a choice...

Joyce takes a step forward. She reaches out a hand. Puts it over Jonathan’s chest.

JOYCE (CONT’D)

You’re so grown up now. You’ve been grown up for so long. But I don’t want you to forget about this kid, in here. This kid who used to dream so big. Who begged me for a camera every birthday until he got one. You fit so much in here. So much that I don’t know about.

(beat)

You want to know how I know that?

Jonathan starts to get misty eyed. He shrugs a little.

JOYCE (CONT’D)

Because we’re alike.

(beat)

Just -- promise me we won’t end up being too much alike, okay? That you won’t get stuck.

Jonathan takes a deep breath, holding back tears. He nods half-heartedly.

JONATHAN

Yeah. Okay, Mom.

Joyce searches his face for a moment, trying to tell if he means it. After a beat, she nods too.

JOYCE

Okay.

Joyce pats his chest a couple times, then turns to continue shoveling. Jonathan takes a deep breath. He looks conflicted.

He spades the ground with a THUNK, and --

INT. HAWKINS LABS - FIRST FLOOR - NIGHT

Sullivan marches down the hallway, in a rush. Activity buzzes around him. As he makes his way down the hallway -- the Corporal approaches him. Sullivan slows as he salutes.

CORPORAL

Sir. We’ve found out what they were looking for.

SULLIVAN

And?

CORPORAL

From our ledgers, it appears they took two files. One on Brenner’s project -- and the other on a patient from 1984.

SULLIVAN

A patient?

CORPORAL

William Byers, sir.

Sullivan narrows his eyes, suspicious.

SULLIVAN

Byers, again. Do we know why?

CORPORAL

We’re working on getting the copies faxed from D.C., sir.

SULLIVAN

Let me know when we receive them.

CORPORAL

Yessir. Although -- that’s not all.

SULLIVAN

What else?

CORPORAL

About a third of the fuel has been taken too, sir --

Sullivan pauses in his stride, outside the door to the MAP ROOM.

SULLIVAN

Can we recreate the Owens’ solution?

CORPORAL

We’ve recorded the process.

SULLIVAN

Then we no longer need the good doctor. Put your men on it, Corporal.

CORPORAL

Yessir!

Sullivan swings the door open to the MAP ROOM, as he raises his WALKIE to his lips, and --

EXT. COMMUNITY CENTER - NIGHT

Meyers is leaning his elbows against the hood of one of the Humvees. He looks bored, holding a cigarette loftily in his hand. His WALKIE sits on the hood beside him.

SULLIVAN (OVER WALKIE)

Sergeant, copy.

He jerks his head up at the sound of Sullivan’s voice. He flicks his cigarette aside. Straightens, adjusting his coat. He grabs the WALKIE and holds it up to his lips.

MEYERS

Lieutenant Colonel, sir.

SULLIVAN (OVER WALKIE)

Change of plans.

Off the HUMVEES as they exit the parking lot and zoom on to the main road, as --

INT. CEDAR ROAD HOUSE - KICTHEN - NIGHT

The kitchen interior of a quaint, neighborhood home. On the countertop in the kitchen, a radio forecasts the weather. We slowly PULL OUT as through the speakers --

BROADCASTER

It’s looking like cloudy skies until sometime tomorrow. We have some severe thunderstorm warnings over Roane County. Hopefully it’ll quiet down long enough for everyone to get some z’s in...

Next to the radio, we see a BIG BLOODY STEAK that appears to have been in the middle of being prepped for someone’s dinner. As we continue to PULL OUT, we see a STREAK OF BLOOD next to the tray. It slides across the marble counter top, then down toward the floor.

A SQUELCHING sound grows LOUDER as we follow the streak of blood down to the tile. We follow the path, hearing something that sounds like an ANIMAL FEASTING. We pass a HIGH HEEL SHOE; blood smeared across it. A pair of MEN’S SPECTACLES, broken. Before --

We land on two DEMODOGS, pushing at each other as they eat from the same corpse. It’s unidentifiable -- just a bloody pile of flesh.

BROADCASTER (CONT’D)

In other news, there’s still been limited reports from the small town of Hawkins, which has been an occupied military zone since last April...

The third DEMODOG suddenly scampers into view, leaping up and grabbing the BLOODY STEAK with its mouth. It holds it in its mouth as it runs out of the kitchen. The other two dogs follow it, also wanting a piece.

We PAN ACROSS as they barge out a broken door, heading for the HOUSE across the street, where THERE ARE LIGHTS FLICKERING. We hear a distant human SCREAM come from inside, followed by the DEMOGORGON’S DISTINCT ROAR.

BROADCASTER (CONT’D)

The occupation has now lasted a total of 220 days. The military claims they’ll be headed out of Hawkins before the end of the year, but some reports claim that remains to be seen...

Off the DEMODOGS, and --

INT. HAWKINS HIGH - MRS. HONEY’S CLASSROOM - NIGHT

The group has taken refuge inside Mrs. Honey’s classroom. The atmosphere is TENSE. As we PAN ACROSS, we see Nancy leaning against the classroom door. Nearby, Robin looks at her, before swinging her head toward Steve, who paces back and forth nervously, bat in hand.

Toward the front of the classroom, Dustin watches Steve pace for a moment, before turning to face the other boys. They’re grouped around the four center desks, looking anxious. Erica stands in front of Mrs. Honey’s desk.

We see Mike fidgeting with his backpack on top of the table. He reaches inside, palming his WALKMAN. He clicks a few buttons, rewinding the cassette. As it starts to rewind, he glances sideways at Will.

Will doesn’t see it. Instead, he’s focused on El, who stands near the windows, holding onto her walkie tightly. After a beat --

El spots something outside the classroom windows. She perks up, lowering the walkie in relief.

Through the foggy classroom windows, Hopper, Joyce, Jonathan, Powell and Owens move back across the football field, toward the school.

El

They’re back.

Will stands, followed by Mike. We PUSH IN on the two of them as Will’s eyes widen. Mike makes a face, squinting.

MIKE

Is that...?

Will takes a deep breath, looking anxious. El’s brows furrow together as she sees OWENS through the window.

Off El, frowning, we cut ahead to --

INT. HAWKINS HIGH - MRS. HONEY’S ENGLISH CLASS - NIGHT - MOMENTS LATER

Everyone is now inside Mrs. Honey’s classroom. Owens stands at the head of the classroom. Hopper and Powell stand on the distant sides, flanking the room. Joyce sits at Mrs. Honey’s desk.

The four boys now sit at the desks in the center of the room. Erica sits beside Lucas. El stands beside Will. Jonathan, Robin, Nancy, and Steve stand nearby.

WILL

My... blood?

OWENS

Yes. It’s rare, but -- in some circumstances, it’s known that serious illness can cause this type of change.

Joyce scoffs.

JOYCE

Serious illness?? And -- why weren’t we told all this before, exactly?

OWENS

Our facilities were shut down before we had a chance to finish all of our testing, courtesy of a certain... reporter and his -- helpers.

Nancy and Jonathan exchange a quick glance. Jonathan closes his eyes, letting out a slow breath.

Joyce leans back in Mrs. Honey’s chair. She closes her eyes too, pain on her face. Hopper watches her closely.

Meanwhile, Will stares blankly into the distance, absorbing the information slowly. Mike glances over at him. Concerned. He takes a deep breath. Turns back to Owens.

MIKE

Alright, so -- this information, about Brenner’s father, and Vecna, and Will. How does this help us now?

OWENS

Well, I have a theory. When Will was connected to the Hive Mind, he was attached to the Mind Flayer’s consciousness. He was able to bear witness to its thoughts. To see its memories. Isn’t that right, Will?

Will nods slowly.

WILL

Yeah.

OWENS

So, if we were somehow able to help him regain those memories -- to grant him access to them -- we would be able to see directly into the Mind Flayer’s brain. Think of it as a type of a database. And -- if we’re successful, we could potentially find information on its more vital functionalities. Including how to eliminate it.

Will lowers his gaze for a moment, thinking. Meanwhile, Mike is looking more anxious by the second. Jonathan shakes his head.

JONATHAN

Okay... and how exactly do you plan on accessing these memories?

A thought strikes El. She lifts her chin toward Owens.

ELEVEN

You want Will to do what I did. With NINA.

Owens hesitates. Nods.

OWENS

Yes -- in a way. Only, we don’t have any archival footage of Will’s time connected to the Hive Mind. Not like we did of your time in the lab. Everything he needs to remember is already inside his head.

LUCAS

Wait a second.

(to Will)

Your dream last night. You said it was like a memory, right?

Mike whips his head around, confused.

MIKE

Wait, dream? What dream?

Will looks at Mike. Quickly shakes his head. Brushing it off.

WILL

It’s nothing, it was just -- it was the same thing I saw back at the radio station...

LUCAS

Well, then maybe that came from the Mind Flayer too, right? Maybe it really is one of your memories.

DUSTIN

The Mind Flayer’s memories, you mean.

LUCAS

Okay yes, but it’s Will’s memories -- of the memories.

Steve leans into Robin’s shoulder. Whispers in her ear.

STEVE

(low)

Does any of this make sense to you?

ROBIN

(low)

Nuh-uh.

DUSTIN

Right. Because the Mind Flayer remembers it’s time with Will --

LUCAS

-- So, what’s to say it doesn’t carry other people’s memories too?

ERICA

Okay -- maybe I’m overestimating how many people the Mind Flayer has possessed, but if it has stored every single victim’s consciousness into the Hive Mind, isn’t that like... a lot of memories?

DUSTIN

Not only that, but the Mind Flayer has probably lived for thousands of years. In fact, that’s probably why Will’s forgotten everything in the first place. Our puny human brains wouldn’t be able to compute all of that data. It would cause our heads to explode.

ROBIN

Yeah, or go brain dead.

Lucas blinks. Starts to think...

Owens lifts a finger.

OWENS

Not unless you had someone who could sort through it all. Someone who could travel inside the mind, and extract only the information that’s needed. Someone like --

ELEVEN

Me.

OWENS

That’s right.

Hopper straightens from the spot he’s leaning against. Joyce sits up in her seat.

HOPPER

Wait. Hold on a second --

JOYCE

Absolutely not.

OWENS

I understand your concerns --

HOPPER

You understand -- ?!!

JOYCE

After what these kids have already been through --

HOPPER

-- as if you haven’t also had a hand in all this -- !!

Owens purses his lips as Joyce and Hopper vent their frustrations at him. Powell raises his eyebrows in the corner, a little impressed.

The kids watch from their desks, wide eyed. Dustin takes a deep breath, nervous.

DUSTIN

Oh -- Jesus. Well, this might take a minute.

Lucas turns toward El and Will.

LUCAS

And I thought our parents could be intense...

ERICA

Mm-hm.

MIKE

(to El)

Do you think it could actually work?

El nods.

ELEVEN

It could. If Will remembers --

WILL

I’ll remember.

Mike clenches down his jaw. He gives El a concerned look. El looks back down at Will, also concerned.

ELEVEN

Are... you sure?

Will glances over at Mike, then rises to his feet. He announces to the room --

WILL

I’ll do it.

Hopper and Joyce both turn simultaneously to stare at him, eyes wide. Will takes a deep breath.

WILL (CONT’D)

If this will stop Vecna and defeat the Mind Flayer -- I’ll do it.

JONATHAN

Will --

JOYCE

Will. Absolutely not --

El reaches down and grabs Will’s hand. She turns back toward Joyce and Hopper. Nods, determined.

ELEVEN

We can do it. Together.

Off Hopper, taking an anxious breath, and --

INT. CEDAR ROAD HOUSE - NIGHT

On the street outside, military HUMVEES are parked along the neighborhood. We see MEYERS appear in the doorway of our Cedar Road house, his gun raised. He points it around the entry. Steps inside, a soldier right behind him.

His eyes follow the trails of blood that smear the floor, until he eventually reaches the DEMODOGS leftovers. He grimaces at the sight. Lowers his gun.

MEYERS

What the hell?

SOLDIER 3 (O.S.)

Sir!

Meyers jumps a little. He turns to where another soldier has appeared in the doorway.

SOLDIER 3

We’ve got the same situation across the street, as well as the two other houses on this block.

MEYERS

Any survivors of the attacks?

SOLDIER 3

No sir.

SOLDIER 4

Sir... if there’s this many --

SCREECH!! In the distance, the DEMOGORGON lets out an ear-piercing noise. Meyers quickly rushes toward the door, and --

EXT. CEDAR ROAD HOUSE - NIGHT

Meyers exits the house, turning his head to follow the noise. We RISE ABOVE the neighborhood to see a FARM HOUSE in the distance, surrounded in a field of corn. THE STACKS RUSTLE. SOMETHING IS MOVING WITHIN THEM.

MEYERS

They’re headed somewhere...

Off Meyers, as he and the other soldiers head for the CORNFIELD, and --

EXT. CORNFIELD - NIGHT - MOMENTS LATER

Meyers and his men approach the edge of the cornfield. The withered stalks rise above them. They pause at the edge, waiting for the signal to go in, as --

SCREECH! Another sound from the Demogorgon in the distance. Meyers takes a deep breath. He looks over at the men beside him. He signals for them to enter the cornfield.

The men enter, and we follow on Meyers as he disappears into the corn stalks alone, raising his gun as he slowly strides into the field. We hear Demo sounds in the distance, before --

The CRUNCHING SOUND of some CORN HUSKS comes from Meyers right. He jumps a little, swinging his gun in their direction. He takes a deep breath. Keeps walking. After a few more steps --

RATATAT!!! GUNFIRE STARTS GOING OFF FROM SOMEWHERE CLOSE BY. WE HEAR A HUMAN SCREAM. Meyers’ eyes go wide. He lowers his gun, starts to sprint toward the sound, but as soon as it starts, it stops again.

Meyers slows to halt. His breathing heavy. He raises his gun again. Walks a little further. After a couple steps, his boot kicks something on the ground. He jerks his gun down toward it to show us a BLOODY HAND. Meyers reaches out with his free hand, moving the husks aside to see A DEAD SOLDIER LYING ON THE GROUND. MAULED. HIS EYES OPEN.

MEYERS

Monster.

ANOTHER HUMAN SCREAM! RATATAT! We PUSH IN on Meyers as he whips his head around, horrified, before we CUT TO --

INT. HAWKINS HIGH - HALLWAY - NIGHT

Lucas holds the lab coat filled with GREEN CYLINDERS in his arms as he walks down the hall. Owens turns the corner, close behind him, with Erica in tow. Dustin, Robin and Steve bring up the rear.

ERICA

No way. The military kept that stuff?? You sure it’s not radioactive or something?

OWENS

No radiation. Just a highly acidic compound. Hence the shatter-proof containers.

STEVE

We shattered one.

DUSTIN

We crushed it underneath a metal door with two tons of force, Steve. That’s not the same as trying to shatter it against a wall or --

ROBIN

Or a table.

(to Erica)

Learned that the hard way, didn’t we?

Erica turns over her shoulder. Makes a face at Robin.

STEVE

Okay, but you know what I meant, man --

DUSTIN

It doesn’t matter what you mean, Steve. It matters what you say --

STEVE

What I mean? What I say? -- What’s the difference??

DUSTIN

There is actually a very distinct difference --

STEVE

Yeah, but you should know me well enough to know the difference --

DUSTIN

Then maybe I don’t know you as well as you think --

STEVE

Oh, come on, Dustin --

DUSTIN

Enough, Steve! Could you please just go somewhere else?! Anywhere else???

Steve slows to a halt, watching as Dustin hurries after Owens, Lucas, and Erica. Robin pauses a few steps after him, shooting him a worried look.

STEVE

It’s fine -- go help them. I’ll -- figure out something else to do.

ROBIN

Okay. Be careful.

STEVE

Yeah. You too.

Robin turns to jog after the other kids. Steve takes a deep breath, heads back the way he came.

As he does, he passes by Nancy, who hands Powell back the keys to his cruiser. He palms them before looking up at her with a warning expression. Lifts a finger into the air.

POWELL

If you kids dinged up my cruiser --

NANCY

Don’t worry. Steve wasn’t driving.

Powell huffs a laugh. He takes a deep breath.

POWELL

(beat)

You know. Ever since Hopper told me everything about what’s been going on -- I wanted to let you know that I’m sorry that we didn’t believe you, when you told us about Barbara Holland.

Nancy blinks. Her eyes widen slightly.

POWELL (CONT’D)

My job is to keep this town safe, along with everyone in it. I’ve failed a lot of people... but I’m going to try my best to make up for it now. They need to know what’s coming.

NANCY

You’re -- going to tell people the truth?

HOPPER (O.S.)

That’s not such a bad idea.

Both Nancy and Powell turn their heads to see Hopper approaching them from down the hallway, El’s bag slung over his shoulder -- prepping for something. He nods at Powell.

HOPPER (CONT’D)

If we have Demogorgons on the loose again, you got to start getting people out of here. Before more start coming.

POWELL

It’s not going to be easy, Hop.

NANCY

What do you mean?

POWELL

It’s Hawkins. Almost everyone in this town has lived here their whole lives. They’re not going to want to go anywhere. Especially not with the military here.

Hopper nods in agreement. Nancy makes a thoughtful expression. Then, an idea strikes her.

NANCY

So, let’s make them the enemy.

Powell and Hopper turn toward Nancy. She quickly reaches into her coat pocket, digging a hand inside before pulling out a few crumpled-up pieces of paper. She smooths them out before handing them to Powell, who starts to skim them over.

NANCY (CONT’D)

I started writing this piece on the how the military has started to abuse their authority around town?? It’s not much but... maybe with some editing...

Powell raises his eyebrows. He looks up at Nancy, holding up the papers.

POWELL

How long for you to print 500 copies?

NANCY

Twenty minutes?

Powell nods, handing Nancy back her story. Nancy smiles, a little excited. She starts heading off toward the NEWSPAPER CLUB ROOM. Powell follows a couple steps after her, giving Hopper a final nod. Hopper nods back at him, watching them go, as --

Joyce and El appear behind him. He glances down at El as she approaches.

HOPPER

Ready to call for your backup, kid?

We PUSH IN on El as she gives a nod, and --

INT. HAWKINS HIGH - THEATRE CLASSROOM - DAY (MINDSCAPE)

WHOOM! A closed classroom door suddenly swings open as Max tumbles inside. She immediately pauses to take in her surroundings. As we PULL OUT, we see that we are in a Hawkins High School classroom. A cluster of kids sit around the center of the room; their chairs pulled together in a loose circle. Surrounding them is a plethora of theatre items. Racks of clothes line the edge of one wall. Props sticking out of bins and set pieces crowd the other. The wall at the far end of the room says in big letters: PRODUCTION MEETING FOR FALL PLAY, TODAY!

At the center of the circle, we see a YOUNG JOYCE, 17, standing on top of a chair. She raises her voice, trying to grab the attention of the room as the students talk loudly over one another, laughing and chatting.

JOYCE

Enough, everyone! ENOUGH! Let’s get this meeting started!!

(beat)

Oh, uh -- you! Sorry, you can just take a seat anywhere.

Max blinks turning her head to see Patty walk awkwardly across the room to find an empty seat. She manages to find one next to WALTER and his FRIEND. Walter smirks sideways at her as she approaches. She ignores him as someone passes her a script and she settles in.

Max frowns, scanning the room with her eyes before --

She spots Henry, sitting behind a set piece of a cut-out tree. He seems off in his own world, away from the rest of the students, as he flips idly through what appears to be the script for the fall play. He doesn’t even seem to be aware that the meeting has started.

Their voices fade into the background as Max makes her way over to where Henry is sitting. She sits down beside him, curling her legs up in a similar position. She looks around, then looks back toward him.

MAX

You know -- this place hasn’t changed at all in the past twenty years? Although, maybe it is a bit... cleaner.

(beat)

I bet you like school -- compared to your house. Away from your thoughts. Your parents. Trust me, I know what that’s like...

Henry doesn’t respond. Max looks him up and down.

MAX (CONT’D)

You know, I still can’t figure out if you’re real or not? If this is just some -- messed up film reel of your life that I’m seeing, or if you’re trapped in here too.

(beat)

I must be totally insane to even be talking to you right now. I mean, you’re the one who cursed me. You’re the whole reason I’m here in the first place. I just -- I can’t figure out why... Which, I’ve decided, means one of two things. Either, one -- I’m dead, and this is hell. Or, two... I have to see your film reel all the way through. And hopefully, by the end, I’ll have found a clue on how to get back to the real world.

Max glances back at Henry. He still distracted by his script. She sighs.

MAX (CONT’D)

Anybody ever tell you you’re not very fun to talk to? It’s like talking to a --

BANJO STRUMMING interrupts Max’s next words, and she and Henry both raise their heads toward the sound in unison, as someone begins to sing in a timid voice --

PATTY (O.S.)

(singing weakly)

I'll sing a song from down our way, From the mountains where I'm dwellin'

Henry peaks his head out from behind the scene piece he’s behind. He curls a hand around the edge. Stares toward Patty with wide eyes, full of awe.

Max watches him with interest.

PATTY

(singing weakly)

'bout a --

WALTER

Oh GOD -- haha! Wait, wait! Sorry.

Walter stands up, interrupting Patty’s solo as he crosses the room, waving his arms around. The banjo strumming stops.

WALTER (CONT’D)

Isn’t our lead supposed to be American?

Patty narrows her eyes. Makes a face.

PATTY

I am American.

WALTER

Yeah, but you’re adopted -- so how would you even know?

Joyce steps in from the side of the room, points a finger at him.

JOYCE

Okay, stop it, Walter --

WALTER

No! It is a serious question.

Walter sidles up to Patty, leaning down to get in her face. He looks her up and down. Juts his chin out. Mean.

WALTER (CONT’D)

What are you, mystery meat??

Henry rises to his feet in an instant, taking his script with him. Max jolts as he does, surprised at the sudden movement.

Over Walter’s shoulder, we see a YOUNG CHARLES and a YOUNG SUE suddenly stand up. Charles takes a step forward, grabbing Walter’s arm and pushing him away from Patty.

CHALRES

Hey! You got a problem?

SUE

No one wants to hear that!!

WALTER’S FRIEND

What the hell, man!

Patty hands Sue her script, apologetic.

Max watches Henry’s grip tightens around his own script. Then, he lifts it up, flipping through the pages. Max sits up straighter, confused.

Across the room --

SUE

Are you okay, Patty?

PATTY

Yeah, just...

SUE

Just... go sit down.

Patty is about to go back to her seat, but before she can, Henry takes a step forward, coming out from his cover behind the tree.

HENRY

It’s bad luck not to finish a song.

Everyone whips their head around to look at Henry. He raises his script. Starts to cross the room toward the circle of chairs.

HENRY (CONT’D)

Act one, scene two? Page fourteen.

SUE

Okay???

She hands the script back to Patty. Patty takes it in her hands. Flips it open to the right page. She reads --

PATTY

It’s a sad song. I like the gay ones best.

HENRY

It doesn’t have to be sad. You never know the ending ‘til it’s sung all through.

PATTY

Then let’s make it a gay one.

HENRY

Sing your own ending.

Patty looks up from her script. She stares at him, wide eyed. Henry nods at her encouragingly.

HENRY (CONT’D)

Go ahead. Sing.

For a beat, everything is silent. Then, Patty folds her script. She turns away.

Henry’s face falls. He glances down at the music on his page. Then --

HENRY

(singing badly)

I'll sing a song from down our way, From the mountains where I'm dwellin', ‘bout a --

Over at his seat, Walter starts to laugh. Max stands up, her expression a mixture of confusion and shock.

Patty looks back over at Henry, then quickly opens her script again.

PATTY

(singing sweetly)

-- ‘bout a witch boy almost got a soul, Fer the love of Barbra Allen.

Was in the merry month of May, The greenbuds they were a swellin', A witch boy saw a mountain gal, And wished that he was...

HENRY

Human.

PATTY

(singing)

...human.

The room is silent for a beat. Max stares at them, before something seems to dawn on her.

MAX

(murmuring)

Witch Boy...

ECU: Henry raises his eyes from his script, looking across the room at Patty, and --

HARD CUT TO:

INT. HAWKINS HIGH SCHOOL - THEATRE CLASSROOM - NIGHT

ECU: Will stands in the center of the theatre classroom, his gaze distant, before looks down at himself.

We watch as he grabs the edge off Jonathan’s coat, starting to take it off as --

We WIDEN on the theatre classroom. It looks the same as the classroom Max was just in, only things have been moved around slightly. There are different set pieces. Different props stick out of bins at the edges of the room. The costume racks are a lot fuller than before. The chairs are no long gathered into a loose circle, but sit in neat rows, like a regular classroom.

Outside, the wind HOWLS. THUNDER RUMBLES. The windows are being pelted with RAIN. IT’S A DOWNPOUR.

Will and Mike stand with their backs facing one another, slowly changing out of their pajamas and into a fresh set of clothes that they’ve each picked out and set aside for themselves on a nearby table. Mike has already changed into a fresh set of jeans. He buckles them closed with a borrowed belt.

Then, Mike reaches for his collar, carefully yanking off his blood-spattered shirt before bawling it up in his hands. He stares at it for a moment, distant, before he takes a deep breath. He reaches for his backpack and stuffs it inside.

As he grabs his fresh shirt off a nearby desk, he sneaks a glance over at Will, who’s halfway through pulling his shirt off over his head. Mike stares for a long beat, watching his bare back, before his eyes travel down to the BURN SCAR just underneath Will’s ribcage.

He stares for a beat, before Will starts tugging his new shirt over his head. Mike blinks and looks away. He swallows thickly, then starts pulling his own shirt over his head.

Once his head has poked through the hole, he hesitates, before --

MIKE

Hey, Will?

WILL

Yeah?

MIKE

Are you sure you’re okay with this? With remembering everything about the Mind Flayer?

Will starts changing out of his pants, grabbing a pair of jeans nearby. He shrugs.

WILL

We have to kill it, right? So, if this is how we do it...

MIKE

Sure, but -- remembering how it thinks? How it feels? That doesn’t... scare you?

Will is halfway through pulling on a jacket when he suddenly pauses. He doesn’t turn around, but --

Over his shoulder, Mike is staring at him, a twisted expression on his face. Worried.

Will finishes shrugging his jacket on.

WILL

It’ll be okay, Mike. El will be there too... there’s nothing to worry about.

MIKE

Right...

(beat)

How long are you going to keep doing that?

Will blinks. He turns toward Mike. Confused.

WILL

Doing what?

MIKE

Lying to me.

Will stares at Mike blankly, caught out. Mike takes a step forward.

MIKE (CONT’D)

You honestly expect me to believe you’re -- fine with everything that’s going on right now? With the Demogorgon being after you again? With Vecna searching for you, and the Mind Flayer possibly needing you for its plan to end the world?? I mean -- were you ever even going to tell me about the dreams you were having? Or were you just going to lie about that too?

Will shrinks a little. He clams up. Defensive.

WILL

Well, I didn’t really know what was going on, Mike... I didn’t think it was important enough to bring up --

MIKE

But it was important enough to tell Lucas?

Will blinks, surprised.

WILL

What --? No, he just, he saw that I was off. He asked me what was wrong --

MIKE

And I haven’t?

Will swallows thickly. He stares at Mike in silence. He doesn’t know what to say. Mike lets out a sharp breath, frustrated.

MIKE (CONT’D)

You said you know you can talk to me, right? So talk to me, Will. You can tell me what’s wrong or if you’re not okay... You can tell me the truth, alright?? You don’t have to keep lying to me.

Will shakes his head. He turns away from Mike. His shoulders rising. Tense. Defensive.

WILL

I’m not lying.

MIKE

Will, come on --

WILL

I’m not lying to you, Mike. Okay?? I just -- I --

MIKE

I know about the painting.

Will jerks his head up. He slowly turns to face Mike again. His heart drops through the floor. His eyes wide.

WILL

(whispering)

What?

MIKE

The painting? Your painting -- that you gave to me in California? I asked El and she said she knew nothing about it. It wasn’t something she commissioned. It wasn’t even her idea...

(beat)

I should’ve figured it out sooner, but I -- I just went along with it because -- I wanted to believe it was true. But -- all that stuff you said about making El feel special? About... being the heart?? It was just a bunch of bullshit, wasn’t it.

Will continues to stare at Mike. His stomach slowly sinking. Listening to this is like torture...

WILL

Mike -- No, I --

Mike shakes his head, interrupting.

MIKE

It’s okay, Will -- I get it. I know you were just trying to make me feel better. But even if the truth made me feel a thousand times worse... I still wouldn’t have wanted you to lie to me. I don’t want you to lie to me, Will. Okay? You can tell me anything. Even if it makes you feel stupid. Even if it makes you feel crazy.

(beat)

I just... I want things to go back to the way they were, you know? When everything was... easier. Like -- like when we were kids.

Will is on the edge of tears. His heart pounds in his chest. He wants to tell Mike the truth so badly, but the truth is --

WILL

We’re not kids anymore, Mike.

Mike blinks. He stares at Will for a beat, then quickly looks away. He starts backing toward the door. Swallows thickly.

MIKE

Yeah -- No. You’re right. Sorry.

Will shakes his head. He can’t do this right now.

WILL

Mike...

MIKE

Forget it, Will. It’s stupid anyways...

Mike turns to leave. Will watches him go, tears starting to roll down his cheeks.

Mike grabs the handle of the door before he pauses at the last second. Will thinks he might turn around, but then we PAN DOWN to see --

Out of one of the prop bins, a SHINY METAL HANDLE sticks out. Mike reaches for it. He grabs onto the handle, hefts the prop out of the bin and --

Mike raises the SWORD in his hand, before letting it hang in his grasp at his side. He opens the door, takes a deep breath, and leaves.

We slowly PAN AROUND to see Will flinch as the door closes behind Mike with a soft CLICK.

As soon as he’s gone, Will’s face crumples. He starts to sob. He closes his eyes, burying his face in his hands, as --

INT. HAWKINS HIGH - BOYS BATHROOM - NIGHT

WHOOM! Mike bursts into the boy’s bathroom. He walks over to the nearest sink and presses his hands against the basin for support. He takes a deep breath as more tears begin to fall from his eyes. He blinks fast, trying to keep them from falling.

Mike quickly snaps a hand out to turn the water on, gathering it in his hands and splashing his face with it. He rubs his hands over his cheeks -- stops crying as soon as he starts. He dries his face off against the sleeve of his coat. He looks back up at the mirror and --

A SHARP RINGING FILLS THE AIR. Mike stares at himself for a moment, slowly lowering his arm as he watches his nose starts to bleed. He quickly reaches up to touch it, looking surprised as blood starts to run over his upper lip, and --

EXT. CORNFIELD - NIGHT

BLAM! BLAM! RATATAT! Meyers stumbles blindly through the cornfield, as gunfire goes off from several different directions. He heads in one direction, trying to get there in time, before hearing another scream and changing his mind, turning back the other way. He’s disoriented. Scared. He breathes hard, not sure where to turn, when --

The gunfire suddenly stops. There’s no sound at all, except for Meyers’ heavy breathing. Then, behind him, we hear the snap of the corn stocks. Heavy footsteps. A SHADOW LOOMS THROUGH THE FIELD AND --

Meyers slowly turns around to see THE DEMOGORGON before him. He stumbles backward a couple steps, raising his gun with shaky hands. It takes a step toward him, but then --

The DEMO seems to SENSE SOMETHING ELSE. It stops in its tracks. Tilts its head. Like a dog that’s heard a whistle only it can hear.

Meyers struggles with his hold on the gun. His hands sweating, He grips it tighter. He’s not sure whether he should shoot it or leave it, when --

The Demogorgon takes one last glance at him. It opens its mouth a little, letting out a tiny growl, before it turns away and disappears back into the field of corn.

Meyers blinks, confused. Then, he slowly starts to march after it. His limbs stiff.

MEYERS

Hey, wait. Wait!!

He stumbles through the field until he suddenly hits the edge of the field. Surrounding him on either side are the bloody corpses of his soldiers. Many of them have been gutted by the Demodogs -- half-eaten, with large bite marks in their flesh.

In front of Meyers, the three Demodogs are already bounding into the woods, on their way to wherever they’ve just been called to. The Demogorgon follows after them.

Meyers swallows down his fear. He raises his gun.

MEYERS

I SAID WAIT!!

BLAM! BLAM! He fires two shots at the Demogorgon’s back. It flinches slightly as they leave tiny wounds on its body, before it’s head suddenly whips back toward Meyers.

Meyers lowers his gaze. He grips his gun tighter, ready to avenge his fallen comrades.

The Demogorgon turns back around. It lets out a horrible ROAR, but just as it’s about to leap at Meyers --

SHOOM! SHATTER! A GREEN FIREBALL HITS THE DEMOGORGON. IT ERRUPTS IN THE GREEN FLAMES. MEYERS FLINCHES AT THE HEAT AS THE DEMOGORGON LETS OUT A HORRIBLE SCREECH. IT BEGINS TO BURN AWAY, AND --

Meyers lifts his head to see several soldiers from Sullivan’s special unit heading toward him and his fallen men. One of them has the GRENADE LAUNCHER. ANOTHER FIREBALL IS FIRED AT THE DEMO. IT STARTS TO SLOWLY DISSOLVE, AND --

A soldier runs up to Meyers.

SOLDIER 5

Were there more of them, Sergeant?

Meyers nods a little, in shock.

SOLDIER 5

Where’d they go, soldier?! Where’d they go!!

Off Meyers, looking shaken, and --

INT. HAWKINS HIGH - CHEMISTRY CLASSROOM - NIGHT

A chemistry classroom at Hawkins High. Bunsen burners sit on the lab tables, awaiting use. Towards the back of the room, Owens has taken over one of these tables. He empty’s out the lab coat’s contents, dumping the cylinders on the countertop.

Beside him, Lucas, Dustin, and Erica stand, intrigued.

OWENS

Alright. Start looking for anything with Acetone, Methanol, Toluene -- shoot.

DUSTIN

What? What is it??

OWENS

The Ethylene Oxide.

ERICA

What?

OWENS

There wasn’t anymore left at the lab.

ROBIN

Can’t we find it here?

OWENS

Not in a school, no --

DUSTIN

It’s highly flammable, as well as a serious air pollutant. If we want to get our hands on some, our best bet would probably be the hospital.

LUCAS

The hospital?

DUSTIN

They use it to sterilize surgical kits, and....

Dustin blinks. He raises a hand, tapping it against Lucas’s chest.

DUSTIN (CONT’D)

The soldiers. Earlier today.

LUCAS

Oh, shit. If the military is after this stuff too, then --

DUSTIN

How the hell are we going to get past them?

We PUSH IN on Robin as she raises her eyebrows.

ROBIN

I might have an idea.

Off Robin, and --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

Through the doors of the middle school gym, we see Steve pass by, looking around for someone. He peers into the gymnasium, pauses, then heads for the doors.

He pushes it open to reveal Jonathan at the center of the gym. He hovers over a familiar blue KIDDIE POOL. A long length of hose is balanced over one of his shoulders, the line of it trailing back to the locker room on the far side of the room. A wheelbarrow of salt bags sits beside him, one of the sacks slipping off the top and falling onto the floor. He struggles with balancing it all by himself, swearing as he tries to catch the sack and fails. He doesn’t even notice Steve approaching.

STEVE

Need a hand?

Jonathan casts him a sideways glance, skeptical.

JONATHAN

Nope.

He immediately drops the nozzle of the hose onto the gym floor. It echoes across the room. Steve cringes slightly at the sound.

STEVE

Look man, I’m sorry about earlier, okay? All of this, it’s been...

(beat)

I just -- I want to help. Okay?

Jonathan says nothing, just keeps busying himself with trying to untangle the hose. Steve raises a hand, exasperated. He shakes his head a little. Then --

STEVE (CONT’D)

Can I please help? Please?

Jonathan hesitates. He lets out a sigh, then turns to look back at Steve. He tosses him the hose. Steve catches it.

JONATHAN

Fine, just -- go turn the water on.

STEVE

(nods)

Got it.

Jonathan watches curiously as Steve jogs away, toward the boy’s locker room, then starts pulling at the corner of the kiddie pool, as --

INT. HAWKINS MIDDLE - BOY’S LOCKER ROOM - NIGHT

Steve heads towards the sink in the boy’s locker room. He attaches the nozzle to the faucet, then flicks it on with a SPLASH as we HARD CUT TO --

INT. HAWKINS MIDDLE - AV ROOM - NIGHT

CRACKLE! POP! Hopper, Joyce, and El face the HEATHKIT RADIO on the desk in the Middle School’s AV room. Hopper leans over the radio, fiddling with a couple wires as he tries to get it working. It sparks a little as he plugs it in. He quickly pulls his hand back.

HOPPER

Jesus.

El flinches backward at the loud sound. The ALC meter momentarily jerks to life. The display of the radio lights up. Hopper sits back with a sigh.

HOPPER (CONT’D)

There we go.

He grabs a hold of the microphone, untangling it from a couple wires, before sliding it across the desk so it’s sitting between him and El.

Hopper casts her a cautious glance.

HOPPER (CONT’D)

You told her how risky this would be, right? Are you sure she’ll even show?

El nods.

ELEVEN

She said she’d help. I trust her, Hop.

Hopper takes a deep breath.

HOPPER

I know, I know.

(beat)

Now for the hard part, then.

JOYCE

You don’t think they’ll intercept the signal that quickly, do you?

HOPPER

It’ll probably take them a minute or two -- but that’s not what I’m worried about.

Hopper tunes the frequency as Joyce rolls her eyes a little. She crosses her arms over her chest, as we CUT TO --

INT. MURRAY’S HOUSE - BEDROOM - NIGHT

It’s dark. A figure wrapped in a lump of fabric lays sprawled across a mattress. On the bedside table, a radio glows with a gentle light. Static crackles through the speaker, then a voice --

HOPPER (CONT’D/OVER RADIO)

Murray, do you copy? Over.

(beat)

It’s your good friend -- once again trapped in a life-or-death situation. Do you copy? Over.

We PUSH IN on the figure in the blankets, still fast asleep, as --

HOPPER (CONT’D/OVER RADIO)

I need you to wake up, Murray. We’re pressed for time and we don’t have a lot of it left. Murray. MURRAY!

In the blankets, MURRAY BAUMAN, early 50s, snaps awake. He whips his head toward the radio, suddenly wide awake, as --

HOPPER (CONT’D/OVER RADIO)

Murray, this is an emergency. I seriously need you to pick up right --

Murray grabs the microphone of his RADIO and lifts it up to his face.

MURRAY

I am here -- Now for the love of God, will you please stop saying my government name over the air waves!!!!

INT. HAWKINS MIDDLE - AV ROOM - NIGHT - INTERCUT

Hopper lifts his eyebrows.

HOPPER

Could always call you Bald Eagle.

El laughs through her nose. Hopper glances sideways at her. Gives her a wink.

MURRAY (OVER WALKIE)

No, no -- spare me, please! God! Now, what is this ‘emergency’ -- because if you think I’m going to break you out of Hawkins the same way Joyce and I did that Russian Prison, I cannot help you. Underground tunnels or not.

Joyce leans over El’s shoulder to speak into the microphone.

JOYCE

We don’t want you to break us out, Murray. We need your help breaking someone else in.

CLICK! Murray turns the lamp at his bedside on. He stands in his pajamas now, his face an expression of disbelief as he straightens. He lifts his microphone to his mouth again.

MURRAY

I’m sorry. What?

HOPPER

You heard her, Murray. We already have backup -- we just need your help to get it here.

MURRAY

Alright. Setting aside the fact that you both sound absolutely insane for a minute -- Do you realize how impossible it will be to smuggle someone into your town at the moment? Hawkins is currently its own surveillance state, which means it’s being watched around the clock -- by wire taps, watch towers, helicopters -- you name it. You would need a goddamn miracle to even leave the place, nevertheless enter. And who would even be crazy enough to try?!!

Hopper glances over at El. She shrugs. Hopper makes a face, skeptical, but he leans back over his microphone.

HOPPER

Same guy who broke into a Russian Prison twice to save a friend?

MURRAY

Jim --

HOPPER

If it helps -- we were told that the military occupation wouldn’t be a problem for her.

Murray suddenly tilts his head. He narrows his eyes. Curious.

MURRAY

That it wouldn’t be a problem -- for who?

Off Hopper, taking a deep breath, and --

INT. ABANDONDED TRAIN CAR - NIGHT

A pair of hands toss some belongings into a leather bag. Not much. Some dry snacks. An extra shirt. A worn-out book. A switch blade. The NOVEMBER 6^TH CHICAGO SUN-TIMES. A couple cassette tapes. The bag is zipped up, then tossed over a shoulder.

Kali’s back faces us as she walks down the aisle of a gutted train car, but we can see that she’s tried to make it ‘home’. She passes a pile of blankets and a stained pillow that seems to operate as a make-shift bed. There’s an old laundry basket that functions as a table, weird knick-knacks littered across it, along with an alarm clock that appears to be broken.

On the other side of the train car, some clothes hang over a string of rope, drying. A broken desk that’s missing a leg is being precariously balanced against one of the train car’s old railings. A boombox sits on top, along with a collection of old glass bottles.

From the ceiling, we see a couple strings of un-lit Christmas lights and a handmade windchime, made out of multicolored glass shards. Kali reaches up to brush her fingers across it as she leaves, making it jingle, before --

EXT. CHICAGO - ABANDONDED TRAIN TRACKS - NIGHT

Black lace up boots slowly make their way down the train car’s steps and land on the gravel below. We slowly PAN UP to see Kali’s face. She wears smokey eyeshadow. The streak of red in her hair is prominent. She lets out a little sigh, then takes a step forward.

WIDEN: Kali walks across the train tracks, headed somewhere. In front of her, the Chicago skyline rises above the horizon.

We PRE-LAP with the sound of a TELEVISION PLAYING and --

INT. VICKIE’S HOUSE - BEDROOM - NIGHT

A bright television screen. LITTLE SHOP OF HORRORS plays. In the background, we can hear someone crunching on bites of popcorn. As we PULL OUT, we see more of the bedroom. The TV sits on a big wooden dresser, with bottles of hair product and a hair straightener nearby. Beside the dresser, a small bookshelf has been stacked with VHS tapes. A lamp lights up a couple movie prop replicas and other cool figurines. As we begin to PAN AROUND, we can see the wall plastered with movie and celebrity posters that feature beautiful men and women.

At the far end of the room, opposite the TV, sits Vickie, holding a bowl of popcorn in her hand. Her eyes are glued to the screen, totally enthralled by the movie. She shifts the bowl of popcorn over in her lap, offering it to her left.

We PAN ACROSS further to see a small boy beside her, also red-headed and freckled, around the age of 8. This is MONTY, Vickie’s NEPHEW. He reaches his fingers into the bowl, grabbing a few pieces and shoving them in his mouth. He makes a face at the screen as SEMOUR asks AUDREY to marry him.

MONTY

It’s a good thing we have popcorn.

VICKIE

What do you mean?

MONTY

Because. This movie sucks.

Vickie stops mid-chew. She turns to glare at Monty, offended.

VICKIE

Excuse me?? This is a great musical to movie adaptation. Just because you haven’t seen the original on stage production --

MONTY

Yeah, because I’m not a dork like you.

VICKIE

Hey, kid -- watch it. I’m still your Aunt Vickie.

MONTY

And???

VICKIE

And I can still ask Veronica to ground you for a week if I want to -- and she’d listen to me, too.

MONTY

You don’t know that.

VICKIE

Oh yes I do.

MONTY

She’s my mom.

VICKIE

And she’s my big sister -- and do you know who she was spoiling before you came along?

Vickie points to herself, mouthing the word ‘me’.

VICKIE (CONT’D)

So shut up, eat your damn popcorn, and watch. The. Movie.

Monty glares at Vickie for a long moment. Then he raises his voice, shouting into the house.

MONTY

MOM!!

Vickie blinks. Her eyes widen in surprise. From the other room, her older sister, VERONICA, early 30s, calls back --

VERONICA (O.S.)

WHAT MONTY???

MONTY

I FINISHED MY HOMEWORK. CAN I PLAY DUCK HUNT NOW?!

VERONICA

ONLY UNTIL I’M DONE WITH MY HAIR!! THEN IT’S BEDTIME, Y’HEAR?

Monty begins to scramble out of the bed. Vickie’s leaps forward, trying to grab him. She catches air.

VICKIE

Wait!! I helped you finish your homework so you could watch with me!!! It’s almost done -- and it doesn’t count as a full watch unless you stay till the --

Monty scampers out of the room. Vickie lowers her head to the bedsheets with a groan, accepting defeat.

VICKIE (CONT’D)

-- credits...

BRINNNGG!! Suddenly the phone at Vickie’s bedside starts to ring! Vickie jerks her head up, a smile breaking over her face. She scrambles for the phone, picking it up before it even has a chance to ring a second time.

VICKIE

Vickie Dunne speaking.

ROBIN (OVER PHONE)

Hey, Vic. It’s me.

Vickie’s smile gets even wider. She cutches the phone cord, giddy with excitement.

VICKIE

Hey! Hi! I thought -- well, when you didn’t call at nine at thought you might be busy. But I -- well, I hoped -- not hoped but, I thought maybe ten --

EXT. HAWKINS HIGH - PAYPHONE - NIGHT - INTERCUT

Robin stands at the HAWKINS HIGH payphone, looking down at her boots with a fond smile as Vickie rambles on.

VICKIE (CONT’D/OVER PHONE)

-- but now it’s almost eleven, so I just thought I’d see you tomorrow -- but I’m glad to hear... I mean it’s nice to have called -- for you to have called me.

ROBIN

Yeah. Sorry about nine o’clock --

Back in Vickie’s room. She places her hand over the speaker for a moment, mouthing the word ‘shit’ as she closes her eyes, embarrassed. Her face begins to turn red.

ROBIN (CONT’D/OVER PHONE)

Some stuff happened, and -- I’d explain it, but you seriously wouldn’t believe me.

VICKIE

Did your mom try cooking again?

Robin laughs. She shakes her head a little.

ROBIN

Listen, just because the last batch of cookies I brought you were burnt to a crisp does not mean the house catches fire every time my mother picks up an oven-mitt, okay? I promise.

VICKIE

I’m still thinking she should stick to PB&Js.

ROBIN

You’re probably right.

Vickie frowns, hearing something in Robin’s voice.

VICKIE

Is everything okay, Robin?

Robin clenches her teeth. She closes her eyes, regretting what she’s about to say. She really does not want to ask Vickie this, but --

ROBIN

Actually... I need a favor. And -- I kind of really don’t want to ask you -- but I also kind of have to, because I think you’re the only person who can really help??

VICKIE

Okay... Although, it better be important because I am in the middle of a movie right now.

(beat)

What do you need?

ROBIN

Do you think -- you could meet me at the hospital?

We PUSH IN on Vickie, her eyes widening with worry, and --

INT. VICKIE’S HOUSE - VARIOUS - NIGHT - MOMENTS LATER

Vickie sprints through the house. She passes by Monty’s room, where he plays Duck Hunt on the Nintendo. Then, she zooms down the stairs, zipping up her coat as she goes. We hear Veronica shout down after her --

VERONICA (O.S.)

VICTORIA! WHERE ARE YOU GOING?!!

VICKIE

To meet my -- friend! I’ll be back!!!

VERONICA (O.S.)

VICKIE, IT’S PAST CURFEW!! VICKIE!!!!

Vickie quickly heads out the front door, snapping it shut behind her, and --

EXT. HAWKINS HIGH - PAYPHONE - NIGHT

Robin sets the payphone down with a sigh. She chews on her bottom lips for a second, before we watch her dig another quarter out of her pocket. She jams it into the phone, dialing a number. We hear a CLICK as someone picks up.

ROBIN

Hey, mom. No, no, no. I’m fine. I’m just at Steve’s again. Yeah. Yeah -- I know. I’m sorry. Sure. I’ll tell him you say hi...

As she talks into the phone, Mike passes by, headed up the hill toward the MIDDLE SCHOOL. His sword in hand. Behind him, Will walks a step or two behind. He looks lost in his thoughts, before he lifts his head to watch Mike from behind, solemn, as --

LUCAS (PRE-LAP)

So, that fight earlier, between you and Steve...

INT. HAWKINS HIGH - CHEMISTRY SUPPLY CLOSET - NIGHT

Lucas and Dustin sift through the supply closet, looking for chemicals used to make the fireballs. Lucas turns bottles so the labels are facing outward, before glancing back at Dustin.

LUCAS (CONT’D)

Do you... want to talk about it?

Dustin sighs loudly. He glances back at Lucas. Points a finger at him.

DUSTIN

Has anybody told you how strangely observant you are? It’s kind of creepy sometimes.

LUCAS

Like a stalker?

Dustin laughs. He turns back to the shelf he’s sorting through, picking up a bottle and reading the label, before starting to stack several bottles into his arms.

DUSTIN

It’s nothing, really. It’s just... ever since last spring, he’s been on my back about everything. And he’s always asking me these questions -- about what I’m doing or where I am -- like I can’t take care of myself.

LUCAS

Maybe he’s just worried about you.

DUSTIN

But he doesn’t have to be! I’m not thirteen anymore. I can handle things on my own. I don’t need anyone look after me anymore. Not again.

Lucas blinks. He turns to glance over his shoulder, at Dustin. He looks like he’s about to say something else, when --

Robin swings her head through the doorway of the closet. The boys quickly turn toward her.

ROBIN

I got it.

LUCAS

You did?

ROBIN

Yeah, but we got to go.

DUSTIN

Now?

ROBIN

Yeah, now! Right now!

Robin ducks out of the room. Lucas and Dustin meet each other’s gaze, before they frantically move to follow her, heading back into --

INT. HAWKINS HIGH - CHEMISTRY CLASSROOM - NIGHT - CONTINUOUS

Robin is already halfway across the room as Dustin and Lucas follow her out. Owens lifts his head as they do -- from where he’s carefully lowering a pipet into the first container. Beside him, Erica is setting up an apparatus.

Dustin and Lucas both dump the bottles of chemicals on a nearby table on the way by. Erica glances up from the chemistry set.

ERICA

Where the hell are you going?!

DUSTIN

To get the final ingredient.

LUCAS

We’ll be back!

ERICA

Wait!! I want to come --

ROBIN

No kiddos allowed!

Lucas turns around, pointing at Erica threateningly.

LUCAS

Stay here. Don’t burn anything else down, okay? We’ll be back soon.

They flee the room, leaving Erica alone with Owens.

OWENS

‘Anything else’?

Erica turns toward Owens. She gives him a shrug.

ERICA

What can I say? I have an affinity for flammable substances.

OWENS

Well then, you’ll make a perfect lab assistant.

Erica smiles a little, she looks back down at the apparatus, continuing to set it up, as --

INT. HAWKINS HIGH - NEWSPAPER CLUB ROOM - NIGHT

ECU: Nancy is carefully placing old scraps of newspaper titles together to form a new flyer. She uses tweezers to adjust the placement of everything, before inserting her handwritten column.

Powell stands beside her as she holds it up, glancing over her shoulder. She takes a deep breath. It’s a hack job at best -- looking a little bit like a ransom note made out of magazine clippings, but --

POWELL

(nods)

It’ll do.

Nancy glances back at him.

NANCY

It better...

She throws the final flyer into the copy machine, pressing a couple buttons, before it starts printing, before we CUT TO --

INT. HAWKINS HIGH - HALLWAY - NIGHT - MOMENTS LATER

Nancy and Powell step into the hallway. Nancy holds out the ream of flyers to Powell, printed and ready for distribution.

NANCY

500 copies, as requested.

Powell nods. He takes the stack from Nancy.

POWELL

Now for the hard part.

NANCY

Convincing everyone that it’s true, you mean.

Powell nods again. He starts toward the front door for the building. Holds up the stack of papers.

POWELL

Thank you for your help, Ms. Wheeler.

Nancy nods. Powell walks away, turning the corner just as --

Rapid footsteps suddenly echo down the corridor behind Nancy. She whips her head around to see Dustin and Lucas making a beeline for the front door, Robin on their heels, her shotgun still tucked under her arm. When she sees Nancy, she slows down.

ROBIN

Nancy --

NANCY

Robin --

SIMULTANEOUS:

ROBIN

Have you seen Steve?

NANCY

Have you seen Mike?

Off the girls, we CUT TO --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

VARIOUS SHOTS:

• Hopper, Steve, and Jonathan all stand around the kiddie pool, cutting open bags of salt and pouring them into the water.
• Mike loops his sword through the belt on his hip, having it rest at his side.
• Joyce sits nearby, wrapping up a pair of science goggles with duct tape. As she smooths over the last piece, she glances up. Across the gym --

El and Will sit on the first level of the gym bleachers. El reaches into her backpack, pulling out her blindfold. Will swallows thickly, looking anxious.

WILL

So, how will this work, exactly?  I mean, with my memories and everything... how are you going to find the Mind Flayer?

ELEVEN

A storm.

WILL

What?

ELEVEN

That’s what it looked like. With Billy. And Max. A red storm. If we follow it, we can find the memories.

Will nods. He takes a deep breath, stressed.

WILL

And -- do you think you might see other things in there too? Other memories? My memories?

El looks up at Will, noticing his anxiety. She reaches out a hand, placing it on top of his.

ELEVEN

Will. You can trust me.

WILL

I know. I know I can, I just... there are things. Things that I’ve -- never told anyone. And I’m worried... when you see them...

El squeezes Will’s hand.

ELEVEN

I understand.

WILL

Okay, but -- what if you don’t? What if... things change?

El shakes her head.

ELEVEN

They won’t. Promise.

ECU: El lifts up her pinkie finger to Will. Will glances down at it. He takes a deep breath, then takes it with his own, locking their pinkies together.

El smiles brightly, leaning forward to tap their foreheads together. Will closes his eyes as she does, taking another deep breath, as --

Across the room, Mike watches them, before --

Nancy slips into the gymnasium, both her own and Robin’s shotgun now in hand. She walks over to where Joyce is sitting, staring at the safety goggles.

NANCY

Mrs. Byers?

Joyce glances up.

NANCY (CONT’D)

Steve needs your car keys.

Steve pauses what he’s doing by the kiddie pool and turns toward Nancy and Joyce.

STEVE

What?? Why me?

Nancy glances over at him, lifting an eyebrow, before --

EXT. HAWKINS HIGH/MIDDLE - NIGHT - MOMENTS LATER

Steve makes his way down the steps to the middle school and toward the front of the high school, where Joyce parked her Pinto. Inside, Robin, Dustin, and Lucas are already waiting. Robin spots Steve and pats the door of the car door urgently.

ROBIN

You got the keys??

STEVE

Yeah, I got the keys!

ROBIN

Then, let’s go! Let’s go!!

Dustin leans forward in his seat, giving Robin a glare.

DUSTIN

I thought Nance was coming!

ROBIN

Change of plans, Henderson.

DUSTIN

Then I’ll stay here with Mike, Will and El --

Lucas grabs Dustin’s seat belt and yanks him backward. Through gritted teeth --

LUCAS

(low)

If you leave me alone with these two, I am never saving your ass again.

DUSTIN

(low)

How do you think I feel??!!

LUCAS

Dustin?

Dustin lets out a heavy sigh as Steve clambers into the front seat. He jams the key into the ignition and starts the engine.

STEVE

Where to?

ROBIN

Hospital.

STEVE

Hospital -- Hospital?? Why the hospital??

ROBIN

I’ll explain on the way. Just drive, Steve!

STEVE

Okay, okay! I should start charging a fee...

Steve throws the car into drive, zooming out of the school zone, as --

We PRE-LAP with the sound of CHURCH BELLS RINGING, and --

INT. HAWKINS CHURCH - HALL - DAY (MINDSCAPE)

BONG! A set of grand, wooden doors swings open, and we see Max step inside. Pews sit in neat rows on either side of the aisle, and a big cross rising above the alter at the far end of the room. People are gathered near the front of the church, all dressed in their Sunday best and waiting for service to start.

Max makes a face.

MAX

(sarcastic)

Oh, look at that. I’m saved.

Max glances around, looking for Henry. When she turns to her left, she sees him. He’s dressed in his Sunday best, for a service, with his radio still in hand. He walks toward her, fast -- like he’s running from something. Max frowns.

MAX

Henry?

Henry brushes past her, toward the entry of the hall. Max follows after him, back through the doors she walked through and into --

INT. HAWKINS CHURCH - ENTRY - DAY (MINDSCAPE)

They walk into the entry, where the CONFESSIONAL BOOTHS are, and --

HENRY

(muttering)

That’s -- That’s not real. That’s impossible --

MAX

Henry -- what’s going on? Henry --

Henry makes his way toward the exit, when one of the curtains to the confessional suddenly whips open, revealing Patty sitting inside the priest’s box.

PATTY

Henry???

Both Henry and Max jump out of their skin.

HENRY

Jesus Christ!!

Patty laughs, surprised. She’s in a gray dress. A white CHOIR ROBE hangs over the back of her chair. She smiles up at Henry as she gives him an amused once-over.

PATTY

Henry! What are you doing back here?

Henry shrugs a little, nervous.

HENRY

Trying to figure out if I’m crazy or if I’m actually the devil.

Patty raises her eyebrows, intrigued. She points at the booth beside her.

PATTY

Interesting. You want to confess?

HENRY

I wouldn’t know where to start.

PATTY

Oooo, scary. C’mon, confess! I dare you, devil boy.

Henry clams up. Patty’s eyes narrow at him. She stands up, moving over to where the parishioners usually sit during confessional. She pulls the curtain closed.

PATTY (CONT’D)

Look, I’ll go first. I hate choir almost as much as I hate being an orphan! See? It’s not that bad.

Henry draws a bit closer to the curtain. He shrugs awkwardly.

HENRY

Okay. Try having parents. My mother’s a nut-bag and my father’s an alcoholic...

Patty draws the curtain open. She raises an eyebrow.

PATTY

My father boozes and he hates my guts.

HENRY

The only thing my parents hate more than me is each other.

Patty stands, tilting her head. Henry can quickly see this is becoming a competition. She takes a step towards him.

PATTY

I was grounded once for ‘general ungratefulness’.

HENRY

My mom tried to do an exorcism on me!

PATTY

My mom abandoned me! And I have no friends!

HENRY

I have no friends -- and I have nightmares!

PATTY

Nightmares don’t make you the devil!

HENRY

They do if you can actually make them come true!

PATTY

Oh, you mean actually? Like a superpower??

Henry clams up again. He shakes his head.

HENRY

No. No -- like a super weakness.

PATTY

Wait --

He dodges around Patty, entering the confessional and drawing the curtain closed. Patty follows after him. She goes to open the curtain, but thinks better of it. Instead, she leans in to talk through the fabric.

PATTY (CONT’D)

Then -- Why don’t you just make it a good dream?

HENRY

What?

PATTY

If you don’t want to be bad, then why don’t you just make good dreams come true? Like... why don’t we go to Vegas?! You can do magic and I’ll be a famous singer!

HENRY

I thought you hated singing.

PATTY

I don’t hate singing, I hate choir. I hate... standing up there with the girls, and... they’re all so pretty and normal. And I’m just this... mystery meat.

HENRY

Well... maybe you have a superpower too.

PATTY

What?

HENRY

Clark Kent -- was an orphan. And so was Batman. And Robin. And --

PATTY

And Wonder Woman was --

Henry draws back the curtain to the confessional. He stands up.

HENRY

-- sculpted out of clay! Having no parents is basically a prerequisite to being a superhero!

PATTY

Mystery Meat is -- kind of a cool superhero name!

They’re both getting excited now. Henry lifts his hand into the air, mimicking a superhero pose.

HENRY

Now introducing Miss Mystery Meat, and her sidekick --

PATTY

Magic Meatball!

HENRY

Magic Meatball??

Patty laughs.

PATTY

Sorry, I don’t know why I said that. I was thinking about... meat.

Patty whips her head around as through the double doors of the church, as a muffled voice suddenly announces --

VOICE (O.S.)

And now our lovely girls’ choir will lead us in Agnus Dei.

PATTY

Dang, that’s me. I got to go. Don’t reveal my identity, or I’ll kill you.

Patty dives into the priest’s box to grab her choir robes. As she slings it over her shoulders, Henry raises his fist awkwardly into the air -- similar to the CAPTAIN MIDNIGHT pose.

HENRY

Your secret’s safe with me.

Patty raises her fist to match him. Then, she huffs a laugh. Smiles brightly.

PATTY

You’re definitely not the devil.

HENRY

No?

PATTY

No. Just a weirdo.

Patty turns to join the choir, but just as she’s about to leave, Henry leaps after her.

HENRY

Patty, wait!

Patty turns in place, looking back at Henry.

HENRY (CONT’D)

What is your dream?

PATTY

What?

HENRY

I mean, if I could make dreams real, what would you want?

We PUSH IN on Patty as her eyes widen, before --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

Will works off his new shoes and socks. A few feet to his left, Mike digs into his backpack, grabbing his WALKIE. He casts Will a sideways glance, then glances back down at his bag.

MIKE

Your jacket.

Will blinks.

WILL

What?

Mike glances up at him. He straightens, turning toward Will a little more.

MIKE

Your jacket. You should take it off before going in.

Will glances down at himself.

WILL

Oh. Right.

Will starts to strip off his jacket. He pulls it from his shoulders, glancing down at the material. He swallows thickly.

WILL (CONT’D)

Mike. About earlier... I just... I can’t, right now, but...

He trails off, struggling to find the words. Mike waits for a long beat, then offers out a hand to hold his jacket for him. Will blinks down at it, then glances up at Mike’s face.

MIKE

When you’re ready, then. Cool?

Will takes a deep breath. He hands Mike his jacket. Nods.

WILL

Cool.

Mike nods too, folding the material neatly in his hands, before --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT - MOMENTS LATER

Hopper, Joyce, Jonathan, Nancy, and Mike surround the bath as El and Will sink into the water. El has tied her blindfold around her neck, Hopper sitting beside her. She glances over at him as he studies her face.

HOPPER

Ten minutes and I’m pulling you out. Not a second more, you got that?

El nods.

HOPPER (CONT’D)

You stay safe in there, kid.

Across from them, Joyce helps Will settle into the pool, before offering up the duct-taped goggles.

JOYCE

If you need me, I’ll be right here the whole time, okay?

WILL

Okay mom --

JOYCE

You just call my name and we’ll pull you out of there --

WILL

Mom --

JOYCE

No matter what, your safety comes first --

WILL

Mom.

Joyce pauses as Will grabs her arm. He looks her in the eye, determined.

WILL (CONT’D)

I got this.

Joyce nods.

JOYCE

I know you do, baby. I know.

She pulls him into a quick hug. Will returns it. As he pulls away, he locks eyes with Jonathan, who gives him a nod. Will swallows, pulling the goggles over his head, and --

El looks over at Hopper. Nods. Hopper looks down at his watch. He turns the second hand to the top, ready to start it when he needs to.

Over his shoulder, Mike turns the volume up on his WALKIE until the steady stream of static can be heard, before he turns to look at El. She nods at him, reaching up and pulls her own blindfold over her eyes.

FROM ABOVE: We watch as El sinks down into the tub, laying down opposite of Will, their feet by each other’s heads. As she does, she reaches for his hand, clasping it as the lights above everyone suddenly shudder and flicker. Everyone glances up to watch.

We PUSH IN on El’s blindfold, AND --

INT. BYERS HOUSE - HALLWAY - DAY (WILL’S MINDSCAPE)

WHOOM! El’s eyes open to reveal her standing in the hallway of the Byers house. She blinks, looking down at the familiar carpet. The wooden paneled walls. From down the LIVING ROOM, we can hear a voice starting to rise. El walks toward it, peeking around the corner as --

LONNIE (O.S.)

I told you, you’re too old for this crap.

INT. BYERS HOUSE - LIVING ROOM - DAY (WILL’S MINDSCAPE) - CONTINUOUS

LONNIE BYERS, 30s, stands in the center of the living room. He’s pacing back and forth, clearing CRAYONS and PIECES OF PAPER off the coffee table. He chucks them into a garbage can.

Sitting at the table, we see a YOUNG WILL, 8 years old, sitting at the table, wide eyed. He watches helplessly as Lonnie continues to chuck out his things, rambling --

LONNIE (CONT’D)

I mean, I bought you a damn baseball bat for Christ’s sake. The least you could do is go outside and use it --

El frowns, taking a step into the room, when --

The front door suddenly swings open. A YOUNG JONATHAN, 12, steps in. Lonnie glances up from where he’s chucking Will’s stuff out. He lets out a sigh.

LONNIE (CONT’D)

Finally. Where the hell have you been?

JONATHAN

School library. I have a test tomorrow. Where’s mom?

LONNIE

Can you please take your brother outside and throw a ball around or something? This goddamn scribbling is getting on my nerves.

JONATHAN

Where’s mom?

LONNIE

Jesus Christ -- can’t you just listen for once in your life? Your mother got called in for an extra shift, she asked me to be here. Now can you two please just go outside or something?

JONATHAN

What are you doing with Will’s stuff?

Lonnie raises his hands in exasperation.

LONNIE

What does it look like I’m doing? I’m throwing it out. He wastes so much time on this crap. It can’t be healthy for a kid to just stay inside all day.

Lonnie picks up a box of colored pencils next. He tosses it into the bin with a clatter. Will flinches. Jonathan marches forward.

JONATHAN

You can’t --

LONNIE

I can’t?? I’m his father, aren’t I?! Yours too?? You know, good kids are supposed to respect their parents. Not act like entitled little shits. You should be glad I’m here instead of your mother -- since she’s not doing anything to keep her son from becoming a fag.

Lonnie picks up Will’s sketchbook next, but before he can shove it in the box, Will latches onto it. He tugs it back, desperate.

YOUNG WILL

Please don’t --

Lonnie rips the book out of his hand before pulling back and hitting Will’s shoulder with the sketchbook. HARD. He stumbles to the side with the force, landing on his hands and knees, tears stinging his eyes.

JONATHAN

NO!

Jonathan jumps forward, grabbing the sketchbook as he throws himself between Lonnie and Will. He grapples with it, trying to yank it out of Lonnie’s hands. Lonnie’s eyebrows raise, slightly impressed.

LONNIE

Oh, now you suddenly want to be a tough guy, huh??

Jonathan grits his teeth.

JONATHAN

Let go.

LONNIE

Or what? Well, come on. Let’s see it then.

JONATHAN

I said, LET GO!

Jonathan yanks the sketchbook out of Lonnie’s hands just as Will scrambles to his feet and makes a beeline for his room. He passes El on the way by. She watches him head for his room, before turning back to glare daggers at Lonnie, and --

INT. BYERS HOUSE - WILL’S ROOM - DAY (WILL’S MINDSCAPE)

Young Will tears into his bedroom, closing the door behind him before running around the end of his bed and ducking behind the mattress. He curls up into a ball, knees to his chest as he wipes tears from his face. He grabs his shoulder, where Lonnie hit him, and starts to cry harder.

Behind him, we hear a door open and close, before El slowly approaches. She carefully crouches down beside him and places a hand on his shoulder.

We slowly PAN ACROSS to see that YOUNG WILL is gone, replaced with OUR WILL. He has tears in his eyes, emotional. He shakes his head, burying his face in his knees.

WILL

I told you --

ELEVEN

Will.

Will glances up at her. She gives him a look, understanding and sympathetic, but --

ELEVEN (CONT’D)

We have to keep going.

Will grimaces as El stands up. She offers up her hand for him to take. He stares at it for a long beat before he sighs. He takes it and she pulls him to his feet.

ELEVEN (CONT’D)

Okay?

Will takes a deep breath, gathering courage, before he nods.

WILL

Okay.

Off El and Will, and --

EXT. BYERS HOUSE - DAY (WILL’S MINDSCAPE)

El and Will exit through the back door of the house. El takes a few steps forward as she squints up at the sky. IN THE DISTANCE, STORM CLOUDS HAVE BEGUN TO GATHER.

El glances back at Will before the two of them start heading in the direction of the clouds, and --

INT. HAWKINS MIDDLE - GYMNAISUM - NIGHT

The lights in the gymnasium flicker. Everyone glances up at the ceiling, then back toward Will and El in the bath. Joyce looks over at Hopper, worried.

JOYCE

How long has it been?

Hopper glances down at his watch. We watch the second-hand TICK, TICK down to the number TWELVE.

HOPPER

Four minutes.

Joyce’s face pinches, stressed. Beside her, Jonathan takes a deep breath. We watch as hand flexes in his lap, clasping and unclasping around one of the shotguns. Nancy glances down at his white-knuckled hand, hesitating, as --

Across from them, Mike kneels in front of the bath, one hand on the hilt of his sword. He stares into space for a moment, before his eyes land on Will, floating in the water. We PUSH IN on Will’s duct tape goggles, and --

EXT. WOODS - DAY (WILL’S MINDSCAPE)

Will and El walk purposefully through the woods, making their way toward the STORM. Will takes deep breaths as he follows El, trying to keep calm. After a few more steps, they reach a break in the trees, and --

EXT. HAWKINS MIDDLE - RECESS - DAY (WILL’S MINDSCAPE)

Will and El stumble out onto the MIDDLE SCHOOL recess field, and --

CRACK! Someone hits a ball with a baseball bat. A middle schooler goes running toward first base. Will watches the boy with a grimace. El glances around beside him, looking for a YOUNG WILL out on the field. Will glances back at her. He shakes his head.

WILL

Not here.

Will leads El over to the metal BLEACHERS. Through the gaps, we can see someone curled up underneath them, hiding from the rest of the kids.

We turn the corner to see that it’s a YOUNG WILL, 11, sitting crisscross underneath the bleachers. He scribbles in a black binder with a lead pencil. Four familiar adventurers decorate the page.

Then, a shadow suddenly falls over him. Will jerks his head up to see --

A YOUNG MIKE, age 11, stands over Will, one hand on edge of the bleachers as he peers down at him.

YOUNG MIKE

You’re here again? Lucas and Dustin managed to grab a kickball, if you wanted to play.

Will shakes his head. He resumes his drawing.

YOUNG WILL

I’m okay.

Mike nods a little. He takes his hand off the top of the bleachers. Then gestures to the spot beside Will.

YOUNG MIKE

Okay. Then -- can I join you?

Will nods. Mike settles into the spot next to young Will, as we PAN OVER to where El and Will stand nearby, looking on. We PUSH IN on Will as he blinks, realizing something. He swallows thickly, uncomfortable, then glances at the sky above them.

The dark clouds have moved closer. A LOW GRUMBLE echoes through the woods. Will stares at them for a beat.

WILL

El, I think we should --

VOICE (O.S.)

Look who it is! Frog-face and the fairy.

Will flinches, whipping his head back around to see TROY WALSH, 11, and JAMES DANTE, 11, loom over where Young Mike and Will are sitting.

TROY (CONT’D)

Are you hiding under here so you can kiss? Trying to turn frog-face here back into a princess??

James snickers beside him. Young Will shrinks into himself. El frowns.

ELEVEN

Mouth breathers.

Mike glares up at them, setting his jaw.

YOUNG MIKE

You’re not funny, Troy.

TROY

Who said I was joking, Wheeler? Every one here knows a queer when they see one.

Troy kicks the edge of Will’s binder, causing his pencil to scrap into his piece of paper -- tearing through his drawing.

TROY (CONT’D)

Oops! Looks like you made a mistake, Byers --

Mike rises to his feet, bawling his fists at his side.

YOUNG MIKE

Leave him alone, Troy. It’s not like he’s bothering you --

JAMES

That’s not true. He’s bothering us by existing.

Troy takes a step toward Mike, getting up in his face.

TROY

That’s right. And he’s not the only one. This whole town would be better off if all four of you freaks just disappeared.

Troy shoves Mike’s shoulder on the last word, causing him to stumble backward, sending his ass into the dirt.

YOUNG WILL

Mike!

James leans down, tearing Will’s drawing from his binder and crumpling it up in his hands. He throws it across the grass.

Troy looms over Mike, kicking at his leg before shoving his hands in his pockets.

TROY

Ugly and useless. You two are a perfect match.

The bullies snicker before starting to walk off. Young Will watches them wearily before his eyes land on the crumpled-up piece of paper Troy tossed across the grass.

Mike slowly lifts himself form the ground, walking over to the piece of paper and picking it up. He slowly smooths it out as he walks back over to young Will. He hands it to him.

YOUNG MIKE

Here.

Young Will stares for a beat, before reaching up and taking it.

YOUNG WILL

You could’ve just tossed it.

Mike sits back down beside Will.

YOUNG MIKE

No way! It’s too good to throw out! It just needs some tape. Right here.

Mike reaches over to point at the tear through the page. As he points, young Will glances over at him, eyes searching his face, before he looks back down at the drawing. He stares at it, ripped up and crumpled, before --

El glances over at Will, who can’t bring himself to look back at her.

WILL

Come on. We should keep going.

Will starts through the woods again. Behind him, El narrows her eyes as she glances back at the two boys underneath the bleachers, before she starts after Will.

As they continue to head in the direction of the storm...

EXT. HAWKINS STREET - NIGHT - ESTABLISHING

A quiet, desolate street. A single street light illuminates the road, when suddenly --

The DEMODGOS sprint through the light on all fours, scampering across the tarmac. The light above them flickers with their presence, as behind --

VROOOMM! Three MILITARY HUMVEES stay hot on their trail, trying to keep as on them, as --

INT. MILITARY HUMVEE - NIGHT

Two soldiers sit in the front seat, one driving while the other one holds a pair of binoculars to his face.

SOLDIER 5

I got eyes on three of them.

In the back seat, we see a soldier press a WALKIE to his lips.

SOLDIER 6

Three targets, heading southwest.

Beside him sits MEYERS, who looks like he’s about to be sick. He turns his head toward the last soldier in the back, who loads up a FIREBALL into his grenade launcher.

Meanwhile --

INT. HAWKINS LABS - MAP ROOM - NIGHT

Sullivan stares at the flickering circuit board on the map room wall, following the flickering lights with his eyes. He holds his own walkie.

SULLIVAN

Good work, soldier. Now don’t lose them.

CORPORAL (O.S.)

Sir.

Sullivan turns to see the Corporal lifting a stack of papers toward him.

CORPORAL (CONT’D)

The files, sir.

Sullivan grabs the files and turns away, beginning to flick through the papers. He reads through them rapidly, and we catch glimpses of medical charts, brain scans, and police reports, before we land on a BLOOD SCREENING. On the top, in black ink, it reads:

NAME: WILLIAM J. BYERS, DOB: MARCH 22, 1971

A few lines down:

DATE OF FIRST CONTACT: NOVEMBER 1, 1984

We PRE-LAP with the sound of a THUNDERSTORM, and --

EXT. HAWKINS MIDDLE - FIELD - DAY (WILL’S MINDSCAPE)

The storm hangs low in the sky, red lightning arching out from the clouds. It’s grown darker, so dark it almost looks like night. THE WIND HOWLS.

Will and El finally step out of the woods and into the FIELD. As they begin to walk closer to the storm, Will hesitates. We PAN AROUND as he watches the sky, experiencing déjà vu.

WILL

El, wait.

El turns toward him, watching closely as the field begins to turn darker. Bluer. The air grows colder. Spores begin to fall from the sky. Will looks down at his feet, the grass withering as we fade into the UPSIDE DOWN.

Then, over the school THE CLOUDS BEGIN TO TAKE SHAPE. A SHADOW RISES FROM THE STORM AND THE MIND FLAYER APPEARS, TOWERING OVER THEM.

Will stares at it, his heart racing as he remembers --

FLASHCUT OF THE MIND FLAYER TAKING OVER WILL’S BODY IN THE FIELD.

His breathing quickens, scared. El stares at him, noticing his panic. The wind starts to pick up. The Mind Flayer is coming closer. A tear tracks down Will’s face.

WILL (CONT’D)

This is when it happened. This is when it got me.

BOOM! A crack of RED LIGHTNING appears just behind the Mind Flayer’s shadow. El squints at it. She turns back toward Will. He’s frozen in place, watching as the Mind Flayer’s tornado touches the ground, before --

CLAP! El grabs his hand, tugging him out of his trance.

ELEVEN

The storm!!

She points toward the horizon, where the red lightning flashes.

ELEVEN (CONT’D)

We have to go through!

Will makes a face, pained.

WILL

El --

El squeezes his hand, looks him in the eye. Will’s face pinches. He takes a shaky breath. Closes his eyes, as they step into the memory, and --

THE TORNADO SUDDENLY ENGULFS THEM. Will’s face twists as we see the FLASHCUT OF THE MIND FLAYER ONCE MORE. MEANWHILE --

El lifts a hand, trying to see through the particles, when suddenly --

THE WIND PICKS UP. El’s hand slips against Will’s. She glances back at him, anxious. THEY’RE BEING PULLED APART. El digs her heels into the dirt. She grabs Will’s hand tighter.

ELEVEN

WILL!

Will’s eyes are still closed, but --

COLOR SPACE

We see FLASHES of colors and sound in rapid succession, so fast we can barely process. The shine of a red radio. The silver blade of a sword. Dark hair with a blue headband. The ticking wheel of a bicycle. The face of a GRANDDFATHER CLOCK, and --

BACK ON THE FIELD

Will’s hand slips out of El’s grasp.

ELEVEN

NO!

El dives after Will, grabbing onto him. As they topple to the ground, we HARD CUT TO --

INT. HAWKINS LABS - HALLWAY - NIGHT (WILL’S MINDSCAPE)

THUD! Will lands on the white tile of HAWKINS LABS, El in his arms, her hands holding onto the front of his shirt. Will quickly blinks his eyes open, before glancing down at El. He immediately sits up, concerned.

WILL

El?! Are you okay??

El blinks rapidly, slightly disoriented. Will helps her sit up. As she rights herself, we see that blood has started to drip from her nose. She lifts a hand up, touching it.

Will studies her, concerned. El looks back at him, anxious.

ELEVEN

We’re running out of time --

SCREECH! Will and El whip their heads around to look down the hall. Their eyes widen as we PULL OUT to see DOCTORS and SCIENTISTS lying dead on the floor, flesh gouged open and bleeding.

At the end of the hall, we see A GROUP OF DEMOGORGON’S through an open set of DOUBLE DOORS. They feast on something, piling on top of it.

Will looks toward them. He swallows thickly.

ELEVEN

Will. What is this?

WILL

I don’t know. I don’t remember this.

El slowly stands up, followed by Will. They walk forward carefully, toward the horde of Demodogs. As they draw nearer, the dogs start to lose interest in what their feasting upon, moving toward the open glass doors of the front lobby.

Meanwhile, Will and El head over toward the DEAD BODY on the floor. It’s BOB NEWBY.

Will quickly looks away, tears starting in his eyes. His breathing picks up again, on the verge of a panic attack.

El quickly moves in front of him, blocking his view of Bob. She ducks her head down to meet his gaze, reaching out to cup his face in her hands.

WILL

I can’t. El -- I can’t --

ELEVEN

You didn’t do this, Will. This isn’t your memory.

WILL

I --

ELEVEN

The Mind Flayer. We’re in its head. We’re close.

Will blinks. Something seems to dawn on him. His breathing slows a little. He takes a step back from El, reaching up to wipe away his tears.

WILL

Close...

BOOM! A HUGE CLAP OF THUNDER RESOUNDS THROUGH THE BUILDING. AN ARCH OF RED LIGHTING STREAKS ACROSS THE SKY OUTSIDE, SO BIG THAT IT CAN BE SEEN THROUGH THE ENTIRE LINE OF GLASS WINDOWS.

Will slowly walks toward the open glass doors, almost in a trance. El follows just behind him, concerned.

Another tear tracks down Will’s cheek.

WILL

The moment I felt closest to the Mind Flayer. That’s the center.

ELEVEN

Will?

Will looks down at his left hand. Determination falls upon his face. He turns towards El, offering it out to her.

WILL

I know where we have to go.

El takes a deep breath. She reaches out, taking Will’s hand. As they walk through the open doors of HAWKINS LAB and INTO THE CENTER OF THE STORM --

INT. CREEL HOUSE - ATTIC - NIGHT (MINDSCAPE)

CREAKK! The attic door slowly opens to reveal Max. She steps inside, slowly climbing the stairs. She looks exhausted. When she reaches the top of the stairs, she looks around -- hopeless. She’s back here again.

Behind her, two sets of footsteps start to make their way up the stairs, and she turns to see Henry and Patty. Patty holds a lantern while Henry holds his radio. They pass Max, heading toward the center of the room, where a ring of candles has been lit -- like they’re about to perform a séance.

PATTY

So, this is it, huh? When you do your magic, this is where you are? Right here?

HENRY

This is it.

PATTY

So, what do we do?

Henry kneels down in front of the candles, placing his RADIO down. He turns it on, tuning to a channel with static, before reaching for his blindfold.

HENRY

The static from the radio helps me focus. And I have to -- uhm -- wear this blindfold around my eyes. But -- look, I’ve never done this in front of anyone here, so it’s all a little weird --

Patty reaches out, taking the blindfold from Henry’s hands and helping to tie it around his head.

PATTY

You’re going to make my dream come true. It’s not weird. It’s amazing.

HENRY

Hey. Patty.

PATTY

Yeah?

HENRY

Could you hold my hand?

PATTY

Of course.

Patty takes it, intertwining their fingers. As she does, the LANTERN suddenly FLICKERS, along with the other LAMPS in the attic.

Max watches as Henry lifts his hand. Off Henry, and --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

TICK! ECU: The second hand on Hopper’s watch hits TWELVE again. He glances up at Joyce, who has her arms crossed over her chest. She looks back at him, worried.

HOPPER

Seven minutes.

Joyce hugs herself tighter. Beside her, Jonathan lets out a shaky breath.

Nancy looks up, glancing over at Mike. He hasn’t moved from his spot -- his hand still on the hilt of his sword.

As we PUSH IN on Mike, a SHARP RINGING slowly begins to build. As it grows louder, Mike flinches slightly. He blinks, raising his sleeve to his face and scrubbing at his nose. When he pulls it back, his eyes land on the STREAK OF BLOOD left behind.

He blinks, surprised, before his eyebrows furrow together. Thinking. He jerks his head up as a thought suddenly strikes him, before we HARD CUT TO --

INT. BYERS HOUSE - SHED - NIGHT (WILL’S MINDSCAPE)

ECU: The SHED DOOR opens to reveal two sets of feet. Behind them in the background, a tornado-like storm HOWLS. As they step into the entrance the BYERS’ SHED, and as we slowly PAN UP, we see that it’s El and Will, making their way inside the small, disguised room.

Everything has been covered up with tarp or paper. As the door closes behind them, the sound of the storm dies completely.

Will and El exchange a glance, before Will looks toward the center of the room.

There, a YOUNG WILL, 12, is tied up. He’s slouched over himself, sedated. The rest of the room is empty other than the BRIGHT LIGHT that shines down on him.

WILL

This is it. This is when I felt the most -- connected to it.

Will takes a step toward his younger self, as if being pulled towards him. As he does, El slowly lets go of his hand. He jerks his head back around to look at her, scared. She nods at him.

Will takes a deep breath. He nods back at her. Then, he turns back toward his younger self, reaching out a hand.

He places a hand on young Will’s shoulder. He closes his eyes, eyebrows furrowing. El watches closely, not taking her eyes off of them, but then --

We PAN ACROSS behind El, and when we reach the other side, we see that BOTH WILLS have disappeared.

El blinks. She whips her head around -- searching, but suddenly the façade of the shed begins to fade away, melting into darkness as we return to --

INT. VOID

El is back in the void. Alone. She turns in place. Eyes wide. Beginning to panic. Her feet splash in the shallow water.

ELEVEN

Will?! Will!! WILL!!!

VOICE (O.S.)

You thought you would find the answer here, Eleven?

El shudders at the sound of the voice. She turns in place as the DEFORMED FOOT of a MONSTER makes it way through the shadows, when suddenly --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

A PIERCING CLOCK CHIMES. We PUSH IN on the back of Mike’s head as he slowly turns toward the sound. No one else in the gym seems to hear it -- ONLY HIM.

His eyes widen as he looks down at the floor in front of him. IT STARTS TO CRACK OPEN. A RED GLOW HITS HIS FACE, AND --

INT. CREEL HOUSE - ATTIC - NIGHT (MINDSCAPE)

THE SECOND CHIME. Max flinches at the sound. She whips her head around to look behind her, but there’s nothing there. Her breathing picks up.

VOICE (PRE-LAP)

All this time, you’ve been searching for it. For me.

INT. VOID

THE THIRD CHIME. El takes a timid step back. Unprepared. Her breathing is shallow. Her nose bleeds.

INTO THE LIGHT, THE MONSTER APPEARS. HE’S SCARED FROM THE PREVIOUS BATTLE. HIS BODY IS IN DISREPAIR. THE VINES HAVE CLOSED THEMSELVES AROUND HIS TORSO, LIKE AN EXTRA SHIELD.

VECNA LIVES.

VECNA

Did you really think it would be so easy?

Off El, and --

COLOR SPACE

THE FOURTH CHIME. ECU: Will blinks as a rapid stream of colors and sounds bombards his senses.

We catch the same glimpses from before -- all in the span of a few seconds: The radio. The headband. But there’s more too. The sound of children laughing. Waves crashing on the coast. The red zipper of a lifeguard bag. A set of big silver glasses. The creak of a swing set. Birds chirping. Rain. Sunshine through the trees. White clouds. Someone drawing with a box of crayons. The sound of a hammer missing a nail. The clatter of dice rolling, and then --

WHOOM! Complete darkness. Will stands in the still mist of the MIND FLAYER PARTICLES. They glimmer in the darkness -- almost like stars. He narrows his eyes as one shine brightly, almost glowing in the darkness.

Will reaches out a finger to touch it. Slowly, he places his fingertip on the particle and then --

SHWOOM! A bright green light bursts out from the touch, radiating like a wave as it crashes into the surrounding particles, before --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

SPLASH! El and Will both gasp as they are simultaneously snapped awake, ripping off their blindfolds as they go. Both of their noses are bleeding.

Hopper hands find El’s shoulders. He studies her face, worried. The blood vessels in her cheeks have popped from strain. Her eyelids flutter. She’s been sapped of her energy. Hopper grimaces, then reaches underneath her arms to scoop her out of the water.

HOPPER

Come on, kid. I got you.

He picks her up in his arms, hauling her out of the pool and onto her feet, letting her lean against him for support. Across from them, Joyce’s hands find the sides of Will’s face. She looks at him the same way, worried. She wipes away the blood from his nose.

JOYCE

Are you alright, baby? Are you okay??

Will hums a little, nodding. He also looks exhausted, but not as strained as El. Jonathan bends down to help and they both pull Will out of the pool and onto the hardwood floor.

Beside Jonathan, Nancy’s eyes widen.

NANCY

Mike??

Everyone swings their head toward Mike, standing, sword in hand. Below him, a red glow shines up from the floor. FROM ABOVE we see that the cracks in the floor are growing, forming a new GATE. Mike readies his stance, holding his sword out in front of him, as --

The goosebumps on Will’s neck bristle. He reaches for the back of his neck just as --

BOOM! DEMOGORGON 1 shoots out of the hole and lands on the hardwood floor of the gymnasium, in front of Mike. IT ROARS, and Mike winds up, about to take a swing, when --

BLAM! FROM THE SIDE, HOPPER FIRES A SHOT INTO THE DEMOGORGON WITH HIS REVOLVER. IT STAGGERS TO THE SIDE AS MIKE DUCKS INSTINCTUALLY. It roars in frustration, as --

BLAM! BLAM! Hopper takes two more shots, El still leaning against him, before he calls to Mike --

HOPPER

Get her out of here!

ELEVEN

Hopper --

Mike looks back at the Demogorgon with a glare, before he rushes to El’s side. He swings her arm around his shoulder and starts to lead her toward the doors of the gymnasium, as --

CR-CRACK! Across the gym, on the far wall, another gate appears, DEMOGORGON 2 BREAKING THROUGH. It stumbles onto the hardwood floor and whips its head toward Will.

Joyce reaches down by the floor to grab her own shotgun, raising it toward Demogorgon 2, and --

BLAM! BLAM! BLAM! Joyce and Hopper both lay bullets into their targets, cutting back and forth in rapid succession. Then Joyce glances over her shoulder toward where Jonathan, Will, and Nancy stand.

JOYCE

You kids get out of here.

JONATHAN

Mom --

JOYCE

GO!

Jonathan hesitates, but then he starts to drag Will toward the doors. Will looks back at Joyce.

WILL

No, mom! MOM!

NANCY

Come on! Come on!!

The five kids head toward the doors to the gymnasium, and --

INT. HAWKINS MIDDLE - GYM HALLWAY - NIGHT

BOOM! They burst through the double doors, starting toward the exit, but as they head for the outside doors --

WHAM! The doors burst open and the THREE DEMODOGS topple inside. They all skid to a halt, before Jonathan shoves them down another hallway.

JONATHAN

Go, go, go!!

They begin to head in the opposite direction, Will taking up El’s other arm to help out as Jonathan turns to stall for time. He raises his shotgun toward the dogs. Aims as they scramble over the tile to find their footing, before --

BLAM! He lets a shot ring out. It hits the first dog. He switches the barrel, and --

BLAM! He hits the second dog. He lowers his gun as the third one starts to rush him. It leaps toward him, but as it jumps for him --

BLAM! The Demodog is thrown to the side by another blast. Jonathan whips his head around to see Nancy standing there, her smoking revolver raised. She lowers it as they stare at each other.

NANCY

I thought you couldn’t shoot.

Jonathan shrugs a little.

JONATHAN

Yeah, at point blank range.

A LOW GROWL causes them to whip their heads toward the Demodogs, who have already started to recover. Jonathan quickly digs into his pocket to reload, while Nancy steps in front of him, raising her revolver toward the Demodogs.

It HISSES as it stands, although it thinks better of coming at them this time. Instead, it begins to circle them like pray. The other Demodogs start to recover too.

NANCY

Jonathan??

CLA-CLICK. Jonathan snaps the barrel back in place. He raises the shotgun.

JONATHAN

We can’t let them get to Will.

Off Jonathan, as --

INT. HAWKINS MIDDLE - HALLWAY - NIGHT

Will, El, and Mike head down the main hallway of Hawkins middle. As they reach an intersection, Mike nods towards the exit at the far end of the hall.

MIKE

That way.

They haul El between them, her feet dragging a little as they head toward the exit, but halfway down the hallway, they suddenly hear the VROOM of the MILITARY HUMVEE’S, headlights scraping across the glass doors. They stop dead in their tracks. Start to turn around.

They head back the way they came, but as they start to approach the intersection --

BOOM! A loud, thunderous sound echoes down the hallway, like someone banging on concrete. They pull up short again, coming to a halt. They stare at the far wall, where a giant pawprint is painted.

BOOM! The sound comes again, only this time, paint flakes off the concrete. The pawprint begins to crack. A red glow fills the darkness of the hallway.

CRACK! The gate widens, spreading as the concrete shakes. El’s face pinches, knowing what’s coming. She slowly unloops her arms from around the boys.

MIKE

El --

She lets out a tiny noise of pain, taking a step forward as --

WILL

It’s him... He’s here.

Mike whips his head toward Will, then back toward the gate as the membrane suddenly breaks open. The red light grows brighter. El bawls her fists at her sides, lowering her gaze as, at last --

VECNA STEPS THROUGH, into the center of the hallway, facing the three teens. Mike and Will stand on either side of El -- staring. El face him head on, undeterred.

VECNA

We meet again, Eleven.

ELEVEN

One. Why now? Why here?

Vecna stares at her, unimpressed.

VECNA

I’m... not here... for you.

Vecna glances over at Will. Will’s eyes widen, frightened, before --

Mike moves in front of him, putting out an arm, before El follows suit, blocking both of them from Vecna’s view.

ELEVEN

I won’t let you hurt my friends.

VECNA

Oh, but you already have.

El grits her teeth.

ELEVEN

I won’t let you hurt them anymore.

Vecna takes a step forward.

VECNA

You can’t stop me.

VECNA LIFTS HIS LEFT HAND. THE VINES AROUND HIS ARM SHOOT OUT, EXTENDING HIS REACH. THE VINES COME FLYING TOWARD THEM, BUT EL LIFTS HER HANDS AND LETS OUT A SCREAM, SENDING IT COLLIDING INTO THE WALL BESIDE THEM, TURNING THE CONCRETE BRICK INTO RUBBLE. However, JUST AS THE VINES ARE ABOUT TO BOUNCE BACK --

Behind El, Mike suddenly shifts on his feet. He lifts his sword, coming around in front of El and SWINGING DOWN ON THE VINES with a satisfying CRUNCH.

THE VINES SPLINTER INTO PIECES. Vecna retreats, his extending arm shooting back toward his body before he lifts his right hand and shoves it forward. El LIFTS A HAND, trying to stop him, but --

WHOOM! The invisible force knocks Mike and El backward, and they topple to the ground on either side of Will, unaffected by the blast.

Vecna takes a step forward. He lifts out his left hand to Will.

VECNA

William. Come.

Will stares at Vecna’s open hand. He blinks, shocked. A tear rolls down his cheek.

Mike pushes against the ground. Beside him, El does the same, both of them struggling to stand up.

ELEVEN

He’s -- not going anywhere -- with --

WHOOM! THE INVISBLE FORCE SHOVES THEM BOTH TO THE GROUND AGAIN, CRUSHING THEM AGAINST THE SURFACE. PUSHING THE AIR FROM THEIR LUNGS.

Mike struggles to break free, glaring up at Vecna. His sword is in front of him on the tile, just within reach, as --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

BLAM! Joyce’s shotgun rings out as she blasts another hole in Demo 2, before --

POP! POP! Hopper fires two more bullets into Demo 1, before whipping his head towards Joyce, watching as she releases the barrel to reload. He swings his revolver toward Demo 2, and --

POP! POP! He hits it two more times.

HOPPER

JOYCE?!

JOYCE

I’m good!

Joyce expertly pops the shotgun open, taking only a couple seconds to reload, before she popping it closed again. Then, she’s swinging her gun toward Demo 1, and --

BLAM! She blasts it away as they smoothly switch targets, as --

INT. HAWKINS MIDDLE - GYM HALLWAY - NIGHT

Nancy and Jonathan, where we left off. They stand back-to-back, watching wearily as the three Demodogs circle them.

JONATHAN

What are they doing?

NANCY

I don’t know. Unless...

Nancy lifts her head in the direction of the hallways that the teens escaped down. He eyes widen, as --

INT. HAWKINS MIDDLE - HALLWAY - NIGHT

Vecna takes another step towards Will, hand still outstretched.

VECNA

Don’t you want the truth? Don’t you want to know why? Why it chose you?

From her spot on the ground, El glances over at Will. She grimaces, tears starting to gather in her eyes. Helpless.

VECNA (CONT’D)

Aren’t you tired of being weak?

MIKE

Leave him alone, you son of a --

Mike yelps as the invisible force pushes him even harder into the tile. We hear one of his ribs CRACK against the tile.

Will flinches at the sound. Another tear traces down his cheek. Vecna takes another step towards him.

VECNA (CONT’D)

You could be powerful, William. You could be unstoppable. We could create a new world. A world without rules. A world without pain. Together.

(beat)

Join me.

From the ground, Mike’s eyes widen, horrified. El closes her eyes. Tears drip down her face, in deep pain. She remembers those same words.

Mike starts to panic, struggling against Vecna’s invisible force. Tears spring to his eyes.

MIKE

Will --

WILL

No.

Vecna tilts his head at Will, curious. Will’s expression hardens with determination. He shakes his head.

WILL (CONT’D)

I won’t go with you.

Vecna lowers his hand. He glares at Will.

VECNA

Then I’ll take you, instead.

Off Vecna, and --

INT. HAWKINS MIDDLE - GYM HALLWAY - NIGHT

Nancy blinks, realization dawning on her.

NANCY

They’re trying to keep us here.

JONATHAN

What??

Nancy raises her revolver toward the nearest Demodog. She glares at it, angry. Jonathan’s eyes widen.

JONATHAN (CONT’D)

Nancy, wait! NANCY --

Nancy pulls the trigger just as --

SHATTER!! From the exit doors, a GREEN ORB careens toward the Demodog and shatters against its skin. It immediately bursts into flames. IT SCREAMS!

Jonathan immediately throws his arms around Nancy’s waist, dragging him behind her to protect her from the heat.

The other two dogs yelp in surprise, heading for the exit, but as they burst through the doors, TWO MORE ORBS HEAD FOR THEM.

THEY BOTH BURST INTO FLAMES, BURNING AWAY INTO DUST.

Jonathan shields Nancy’s face with a hand, but as the flames die down --

Headlights shine on them from outside, the HUMVEES stationed around the entrance of the building. Nancy and Jonathan squint against the glare as --

INT. HAWKINS MIDDLE - GYMNASIUM - NIGHT

Hopper and Joyce continue to fire shots into the Demogorgons. Hopper turns back toward Demo 1, about to put another bullet into it, when --

THE GYMNASIUM DOORS BURST OPEN. Hopper whips his head around to see a soldier walk in, raising his grenade launcher, and --

He grabs Joyce’s hand, pulling her away and toward the nearest exit, as --

SHATTER!! The Demogorgon’s behind them erupt in green flames. Hopper and Joyce sprint out of the gymnasium and into a hallway, the Demogorgon melting into ash behind them, as --

INT. HAWKINS MIDDLE - HALLWAY - NIGHT

BOOM! Vecna takes a thunderous step forward. He reaches out his right hand again; vines SHOOTING toward Will. We follow the vines as they splay, whizzing toward Will, when all of the sudden --

WHOOM!!! ANOTHER INVISIBLE FORCE COLLIDES WITH THE VINES, STOPPING THEM IN MID-AIR. AS WE PULL OUT, WE SEE WILL’S LEFT HAND RAISED TOWARDS THE VINES, SHAKING FROM THE EFFORT IT’S TAKING TO HOLD THEM BACK. HIS NOSE BEGINS TO BLEED.

From the ground, El and Mike look on, completely shocked, before --

CRUNCH! Will closes his open hand and rips it backward with a yell, snapping the vines of Vecna’s extended hand just as --

Vecna’s right hand raises, an invisible force tugging Will forward. Will stumbles toward Vecna, landing on his hands and knees. He gasps for air as Vecna takes a step toward him, the vines on his arm regenerating.

VECNA (CONT’D)

You’re still weak, William. But we can change that. Come --

Will raises his hand shooting out is palm before pulling it back again, forcing Vecna to one knee. Will lets go just as quickly, gasping for air. Blood drips from both his nostrils. It’s taking everything in him just to wield these small attacks.

Vecna growls in frustration, slowly rising to his feet again.

Mike watches as he begins a slow, steady walk towards Will. Mike forces himself to reach out, grasping at the handle of his sword, as --

Vecna comes to halt in front of Will. He reaches down with his left hand, the vines curling around Will’s chin, before slowly lifting it towards him, forcing Will to sit back in his heels. He’s still bleeding, his breathing heavy.

VECNA (CONT’D)

You’re going to help me, William.

(beat)

You’re going to make my dream come true.

Vecna raises his right hand to Will’s face, grasping his head for a second. We hear the buzz of Vecna’s powers as Will tries to lean out of the touch, but his eyelids start to flutter. His head gets heavy before his eyes roll up into the back of his head, and he slumps forward -- Vecna putting him to sleep.

Mike and El both watch as Vecna’s vines wrap around Will more and more, before he lifts him off the ground and begins to carry him back toward the gate at the far end of the hall.

Mike continues to fight against the invisible weight that’s crushing down on him, struggling to push himself up.

MIKE

(wheezing)

No! Will!

He watches as Vecna and Will step through the gate, disappearing on the other side. Behind them, the gate closes back up, resealing itself so no one can follow, and --

The invisible force on Mike and El suddenly releases. Mike scrambles to his feet, breathless. His sword is heavy in his hands. Behind him, El sits up, curling over herself as tears begin to fall from her cheeks.

MUSIC: “Who’s Crying Now” by Journey begins to play, as --

INT. HAWKINS MIDDLE - GYM HALLWAY - NIGHT

Soldiers approach Nancy and Jonathan in the hallway. Nancy reaches for Jonathan’s hand as they head towards them. He squeezes her fingers tightly, before --

Soldiers grab their arms, tearing them apart from one another. Nancy struggles to keep her grip on Jonathan’s hand. He fights against the soldier’s grip to keep a hold of her, but --

ECU: Their hands break apart, as --

EXT. HOSPITAL - PARKING LOT - NIGHT

Steve, Robin, Dustin, and Lucas climb out of Joyce’s Pinto, heading to the front entrance of the hospital.

As they pass by, another car sits a fair distance away, and we watch as the door swings open and ANDY steps out, a toothpick stuck between his teeth as the other JOCKS follow suit.

Andy reaches up to pull the toothpick from his lips, tossing it to the ground before beginning to follow after the group, toward the hospital entrance, and --

INT. HAWKINS MIDDLE - A LITTLE DOWN THE HALLWAY - NIGHT

Joyce and Hopper turn the corner hand in hand, heading away from the gymnasium, as --

INT. CREEL HOUSE - ATTIC - NIGHT (MINDSCAPE)

Max slowly turns her head toward the attic stairs as a SHADOW SLOWLY LOOMS OVER HER. Her eyes widen, horrified, as --

INT. HAWKINS MIDDLE - HALLWAY - NIGHT

We PUSH IN on Mike, still standing in the hallway. He stares at the closed gate as a single tear rolls down his cheek, and --

END EPISODE