teeth of god, blood of man (i will be what i am)

The kids are gone. All seems lost. With November 6th on the horizon, the Party races against the clock to keep their loved ones safe, and to stop the end from coming to Hawkins.

Can cycles be broken? Can love defeat fear this time?

-------

a ST5 vol 2 & 3 rewrite, in script format. picks up directly after sorcerer

Notes:

IMPORTANT !! please make sure you have creator styles/work skins enabled otherwise this will look like a mess and i WILL cry bc i spent two whole days formatting it to look okay enough for ao3. it is meant to look like a script. if you're having any issues or in the case that it's not readable enough on your screen, you can get the pdf here.

now onto my long ass introduction. please bear with me as there's a few things i want to say (or don't, feel free to skip over this lol)

i. i started watching stranger things when it first aired back in 2016, and have been a fan since, though i never really got TOO invested or engaged in fandom until 2025. however will byers has always meant everything to me, i related to him since the first moment, i saw myself in him more and more every time a new season came out and i am deeply attached to his character. (which not to say that i'm not attached to everyone else too, i am!!) i saw the potential in the will/mike relationship as early as s2 but i was like okay they're never gonna do that tho. so i never let myself get invested. then sorcerer happened and i, who have been through several generational queerbaits and know damn well what they look like, was like. holy shit they're actually doing it. they're actually going there it's actually happening. so i fell face first and got INVESTED, completely sure i was gonna finally witness something as important and brave as the depiction of a same sex relationship between protagonists in the most popular show in the world. and then well. we know how that went. but not only did i witness the worst, most intentionally malicious case of queerbait i have ever personally experienced, i also watched a show that once was good fumble in every other aspect imaginable. a show that betrayed everything it claimed to stand for, that went against every storytelling rule, that refused to give pay off to all the things it set up over the years. the hurt and disappointment i felt lead me to something i've never really done before. i decided i wanted to give it a better ending, one that was at least kind of what i was expecting out of season 5. so here we are.

ii. this isn't a full season 5 rewrite, it's a rewrite of vol 2 and 3. the last four episodes, picking up directly after sorcerer. i did not have it in me to do a full season rewrite, since it would just have been completely different and too much work and effort and i am just some guy.

iii. i don't consider myself a writer. the only other time i've EVER written/posted fanfic in my life was a couple tiny destiel oneshots when i was 15. i'm more of a visual arts person and not good with words and i absolutely suck at descriptions, which is why i decided to do this in script format. this i could at least manage i think. i read every script from s1-s4 in preparation for this, and tried to keep the tone and style somewhat similar. i don't know if i succeeded lol. be nice to me <3

iv. you'll find that the first few scenes are similar or even almost entirely identical to the ones from the original episode 5, but that's not the whole episode i swear. i've kept scenes and i've kept concepts from the show but tried to execute them differently. this episode is the one that's the most similar to the original as i was trying to make a bit of a smooth transition from canon to My Thing. things start to diverge a lot from episode 6 onwards.

v. i wrote this for me. because my brain still cannot comprehend what i watched as canon and i desperately needed closure. i originally was going to just keep this to myself but then thought. fuck it why not share. so i'm sharing. so if you were also hurt by this final season, this is for you too. i'll try my best to do all these characters justice.

vi. as mentioned in the tags, i really could not be bothered to deal with the military sideplot in a meaningful way. i hope you'll forgive me. also. if you notice murray randomly disappearing halfway through the episode uhh. don't worry about it. he's just doing stuff off screen. stuff that is up to interpretation.

vii. english is not my first language so ummm yeah <3 if you see any errors/mistakes please let me know!

viii. finally, title is from the song "infinite baths" by sleep token

if you actually read all of this thank you. i'm giving you a kiss on the head. enjoy the ride.

content warnings for this episode: implied/referenced csa, mention of abusive parent, vomit, canon typical blood and gore

(See the end of the work for more notes.)

Chapter 1: FIVE: Eye of Vecna

Chapter Text

STRANGER THINGS

Episode #505

"Chapter Five: Eye of Vecna"

ext. mac-z - night

fade in:

We begin right where we left off. WILL is kneeling in the middle of the battlefield, dozens of bodies around him -- human and monster alike. His breathing is heavy.

JOYCE runs to him, helping him to his feet. She cradles his face in her hands.

JOYCE

Will! Will, are you okay?

WILL

Mom --

JOYCE

Baby, I don’t -- I don’t understand -- How did you...?

Will doesn’t get the chance to respond, interrupted by --

MIKE

He’s a sorcerer! He’s a real life, honest-to-God sorcerer!

Mike comes barreling towards them -- CRASHES into Will, pulling him into a tight embrace.

WILL

(breathless)

Mike...

When they pull apart, their hands linger. Eyes locked.

WILL (CONT'D)

You're okay --

MIKE

You did it! You really did it -- I knew -- I knew you could.

Will can’t help but smile at this. Though it drops almost immediately, giving way to despair.

WILL

The kids... They’re gone... He has them.

MIKE

I know. Derek, Mary, Glenn --

WILL

No. Not just them. The others, they didn’t make it out of Hawkins. I -- I could’ve helped if I’d just acted sooner but -- but I was too late. And now he’s got all of them. All twelve.

Will fights tears.

WILL (CONT'D)

We failed... I failed.

But as Mike and Joyce start to protest, they’re cut off by the sound of HELICOPTERS WHIRRING above them. Shit.

JOYCE

We need to get you out of here -- now.

WILL

Wait -- Lucas. He’s in the tunnels -- he’s hurt --

MIKE

We can get in through the Radio Shack, come on --

And as they rush towards the store,

CUT TO:

INT. military van - night (upside down)

A drop of blood trickles down a nostril. A hand wipes it away. WIDEN to reveal:

KALI. She sits behind EL and HOPPER in a stolen military van. Hopper drives. El turns to look at her. Concerned.

Are you okay?

KALI

I lost it. We’re too far.

HOPPER

It’s okay. We’re far enough now that they won’t catch up.

(beat)

Hell of a trick you pulled back there -- Or, uh, I guess I should say bitchin'.

KALI

Yeah... I'm a bad influence.

HOPPER

Yeah, join the club.

El gives Hopper a look. She's upset with him. Then she reaches back to take Kali's hand in hers. Squeezing. The sisters share a smile.

And as the camera moves behind them, focusing on Hopper's discarded BOMB VEST,

CUT TO:

INT. THE tunnels - night

CLOSE ON: Flashlight cutting through the darkness.

Mike is leading through the tunnels. Behind him, a limping Joyce is leaning on Will as they walk.

We follow the beam of light as it finally lands on --

MIKE/WILL

Lucas!

They all drop to the ground next to LUCAS, who is lying there clutching his chest. There’s blood on his shirt.

WILL (CONT'D)

Shit --

LUCAS

Hey... hey, guys...

JOYCE

Mike -- Mike, first aid.

MIKE

Shit. Shit, shit, shit --

LUCAS

It’s just a scratch.

JOYCE

Let me see?

Mike quickly rummages through his backpack as Joyce gently lifts Lucas’ shirt up. Lucas winces. There’s a big gash across his chest. Gnarly.

Will and Mike visibly recoil at the sight.

WILL

(lying)

It’s -- It’s not that bad.

MIKE

It’ll make a sick scar --

Joyce works on patching him up as best as she can.

LUCAS

The kids... It took them... I couldn't protect them, I -- I'm sorry...

WILL

You did everything you could. You fought, you risked your life --

(beat)

Nice swing, by the way.

Lucas’ eyes widen.

LUCAS

You... saw?

MIKE

He more than just saw.

INT. THE TUNNELS - NIGHT - MOMENTS LATER

LUCAS

So... Demos floating, limbs snapping -- dying -- That... was all you?

With Lucas now patched up, the group makes their way through the tunnels.

Will looks away.

WILL

I mean... yeah -- But --

LUCAS

Holy shit -- holy shit! I mean, you know what that means, right? You're like -- Will the Wise, but for real!

WILL

Not... really --

MIKE

He's more like a sorcerer than a wizard.

Lucas side-eyes him.

LUCAS

Yeah, okay... I mean, sure. But you get what I mean -- We've got another person with powers -- this totally changes the game!

WILL

I don't -- I don't have powers. I think... I'm stealing Vecna's -- like, siphoning them. And only when I'm close to the hive mind --

MIKE

I disagree --

WILL

(ignoring this)

And Vecna's not coming back.

LUCAS

But his demos might.

WILL

I don't think so... He got what he wanted. He has all the kids... All of his vessels.

Everyone turns to look at him.

JOYCE

"Vessels"?

WILL

That's what he called them... "Vessels for reshaping the world".

They share looks. Silent for a moment.

Then Mike turns to Lucas.

MIKE

Let's just hope your theory's wrong.

JOYCE

What theory?

LUCAS

November 6th... the day it all started -- is the day it all ends.

Will swallows. Joyce gives his shoulder a squeeze.

The group comes to a stop as they reach the ladder leading out of the tunnels. Mike helps Lucas with the climb.

MIKE

Take it easy -- it's okay, I got you.

Joyce stops Will before he can follow them up the ladder.

JOYCE

Will, hey --

She takes his hand in hers.

JOYCE (CONT'D)

You did not fail tonight --

WILL

Mom --

JOYCE

Let me finish -- what you did... was extraordinary. And -- and I'm sorry. I'm just so scared for you, especially with -- with, you know --

WILL

I know --

JOYCE

I've been holding you back and... it wasn't fair. Vecna chose you because he underestimated you. I know I did. I think... we all have. But I'm never making that mistake again. Ever.

Will gives her hand a squeeze, his eyes welling up. This means a lot to him.

JOYCE (CONT'D)

And maybe we don't know how exactly these powers of yours work -- but we can figure it out, like we always do, and use it against him. It's because that bastard underestimates you that he'll never see it coming. We'll figure this out, okay? I'm with you all the way.

Will nods, feeling better now. Lighter.

Okay.

HOPPER (PRE-LAP)

Well, rest in peace.

EXT. CHURCH YARD - NIGHT (UPSIDE DOWN)

THUNDER RUMBLES as we pan down to STEVE'S BEAMER, still stuck in the mysterious FLESH WALL.

Is this what you're gonna do? Make jokes -- pretend nothing happened? You find Henry, you come home -- that was the plan. But it was never real, was it?

HOPPER

Of course it was --

You're lying! Just like you lied about my training. You couldn't have me on your crawls because your plan was always to kill him alone and die --

HOPPER

No -- listen to me. Tonight was different -- you were in danger. I had no choice --

And the bomb?

HOPPER

That was... a fail safe --

El starts pacing now, angry.

A fail safe no one knew about! Because that's what you do. I saw in your eyes tonight. I saw. You were planning to die -- and you always have.

Hopper sighs. Pinches the bridge of his nose.

KALI (O.S.)

Hey, uh -- weren't your friends supposed to be in here?

El and Hopper both turn around to find Kali in the doorway of the church.

They're not?

KALI

No...?

HOPPER

Oh, you've gotta be shitting me.

Off Hopper and El, concern growing...

EXT. SUBURBAN STREET - NIGHT (UPSIDE DOWN)

Four pairs of shoes on cracked asphalt. WIDEN to reveal NANCY, JONATHAN, DUSTIN and STEVE. They walk down a dark street, flashlights on.

It's eerily quiet. Even for the Upside Down.

NANCY

Watch out for vines. We don't need a repeat of last time.

Steve absent-mindedly rubs at his neck.

STEVE

Don't you think it's weird? That we haven't seen any demos, I mean? No bats, nothing --

DUSTIN

Well now that you jinxed it --

STEVE

I'm just saying --

DUSTIN

You don't need to be saying --

Jonathan rolls his eyes. Here we go again.

NANCY

It is weird. But I'd rather not think about the implications of that right now, let's just --

STEVE

Wait --

Steve suddenly stops. Looks around.

JONATHAN

What now?

STEVE

Is this... my house? Shit, I didn't even recognize the street with all the -- apocalyptic decor --

He starts walking towards the house, curiosity taking over.

NANCY

Steve --

JONATHAN

This really is not the time --

STEVE

Just a minute --

EXT. STEVE'S HOUSE - BACKYARD - MOMENTS LATER (UPSIDE DOWN)

Exasperated, the group follows Steve into the backyard. It is indeed his house, except -- this one is overtaken by slimy, pulsating vines and bulbous growths.

STEVE

Holy shit...

The group stare at their surroundings until their gazes fall on THE POOL. There is no water, the vines thicker here, converging towards the center where --

DUSTIN

Um... Is that a -- corpse --

A gasp escapes Nancy.

JONATHAN

Oh shit --

Nancy starts walking towards the pool. Slow. Expression tight. Heart hammering in her chest. It can't be.

STEVE

Nance, wait --

But she isn't listening. It's like the rest of the world has fallen away, leaving only that single spot.

She descends into the pool -- slowly, carefully -- stepping over the vines. She crouches next to the cluster that's wrapped around what we can now clearly see is -- BARB'S BODY. It's decomposed -- though not as much as it should be -- covered in that otherworldly mucus, cheeks sunken in, eyes still open. White. Empty.

Nancy chokes back a sob.

She reaches out with a shaky hand, touching what remains of Barb's hand.

NANCY

(shaky)

I'm sorry -- I'm so sorry --

JONATHAN (O.S.)

It wasn't your fault, Nancy...

He's made his way to her now, crouching behind her. Hesitantly, he places a hand on her shoulder.

Steve and Dustin are standing a little further behind.

NANCY

I shouldn't -- I should've never left her alone -- I was selfish, I was so selfish and -- and stupid --

Tears are streaming down her face now, her breath catching in her throat. Jonathan wraps an arm around her.

JONATHAN

You were a kid --

NANCY

She deserved a better friend -- I did this -- I did this -- It should've been me instead of her --

JONATHAN

No --

Nancy pulls away from him. Takes a breath.

NANCY

We have to -- we have to bring her back. Bury her properly. It's -- it's the least we can do.

JONATHAN

Nancy...

She looks at him, at Steve and Dustin. Her eyes pleading.

Steve looks guilty.

STEVE

(quiet)

I... don't think we can do that, Nance.

Nancy's eyes harden.

NANCY

Screw that -- screw it, I -- I'll do it myself --

JONATHAN

Nancy --

Dustin takes a small step towards Nancy, hands raised.

DUSTIN

Hey, listen, I get it -- I get it, okay? I wish I could've brought --

(voice cracks)

...Eddie's body back. I tried -- I tried, but I couldn't. I think about it every single day. I couldn't do it, it just wasn't possible... We -- we can't carry her back, Nancy, not if we wanna make it home alive...

His eyes are pained. It's hard for him to talk about this.

DUSTIN (CONT'D)

I'm sorry.

Nancy's heart breaks all over again. She knows they're right. She turns back towards Barb, gives her one last look. Then reaches out and picks something up. Barb's BROKEN GLASSES. She wipes them gently with her sleeve. Puts them in her jacket pocket.

Then slowly she stands. Wipes her tears away. Takes a deep breath. Steels herself.

NANCY

Let's keep moving.

ROBIN (PRE-LAP)

Wait, so you're telling me... you took out that demo with your mind?

INT. Wsqk radio station - hangout area - night

The gang have all made it back to the station. Joyce, Will, Mike and Lucas. Robin and Murray. Erica. Reunited. They're sitting around the table in the hangout area, sporting new wounds and bruises. Robin holds an icepack to her cheek.

WILL

I mean...

MIKE

Three, to be exact!

LUCAS

Simultaneously.

Will flushes. Robin beams at him.

Robin

A real life wizard.

ERICA

More like a sorcerer, his powers are --

MIKE

Innate! Yes, thank you!

LUCAS

Why does it matter --

Mike/Erica

IT MATTERS!

Will's flush deepens. Is this gonna be a thing now?

Joyce stands. Claps her hands together.

Joyce

Okay, okay, enough -- Guys, let's focus. What's our next move?

WILL

We still... we still have no idea where he could be keeping the kids.

MIKE

And we still haven't heard back from the others...

MURRAY

At what point can we start assuming they've been eaten by --

LUCAS

Dude --

JOYCE

At no point! They -- I'm sure they're fine. We just need to... come up with a plan, come on, I'm listening -- no wrong ideas.

Silence falls between the group. Then --

MURRAY

You said Will is connected to this freak, right, so why not just -- use this connection to sneak up on him and -- kill him with his own power the same way he killed the demos! Boom. The end.

ERICA

That's stupid as hell.

LUCAS

And dangerous -- sneak up on Vecna? You saw what happened last time we tried that --

Will

It doesn't... work that way anyway. I have to be close to the hive mind to access that power --

MIKE

Okay, but how do you know that for sure though --

Robin

What if we just put Will in the back of the van and drive him around like a human antenna!

Everyone turns to stare at her.

Will

...What --

Robin

What? She said no wrong ideas.

Lucas

What if we just go into the Upside Down --

Erica

And how exactly would we do that, genius?

LuCAS

I'm not hearing you come up with any ideas --

The argument continues until everyone is speaking over each other.

Joyce's frustration builds and builds until --

Joyce

OKAY, ENOUGH. Okay, this isn't going anywhere, so let's just...

(sigh)

Let's just take a break, okay, eat something. Rest a little. Take care of your injuries. Then we regroup.

No one protests. They start to get up, leave the room.

Joyce

Wait, Robin, could you please try reaching Jonathan and the others again?

Robin

On it, boss! I mean, ma'am -- uh --Mrs Byers --

Joyce

Joyce is fine.

ROBIN

Right! On it, Joyce.

Joyce watches her leave the room too, anxiety growing...

INT. MAX'S SANCTUARY - DAY (CAMAZOTZ)

MAX is pacing back and forth in front of HOLLY, who sits on a rock.

Max

You need to go back.

Holly

What?! You said Henry is a monster, why would you ask me to go back --

Max

Because he can't know you know -- once he realizes you're gone he's just gonna track you down with his powers and then we're both toast --

Holly

No! I'm not going back there -- Why can't we just... go now! Let's leave this place --

Max

Holly -- We won't make it in time --

Holly stands. Steps closer to Max. Her eyes huge, pleading.

Holly

Please. We have to try.

Max

I've already tried! I told you --

Holly

No! You gave up. You accepted your fate. That's what you said.

Max sighs.

She continues pacing for a moment -- looks like she's having an argument with herself inside her head.

Then finally she stops. Turns to Holly.

Max

Fine. Okay. We'll try... But if things go wrong... if I tell you to run, you run -- got it?

Holly nods. Serious.

Holly

Got it.

Max

Promise?

Max holds out her pinky finger. Holly hooks hers around it.

Holly

Promise.

Ext. CHURCH YARD - NIGHT (UPSIDE DOWN)

Hopper paces, radio in hand. He's annoyed.

Hopper

Nancy, Jonathan, do you copy? We're at the church -- the one you were supposed to be at. Where the hell did you go? Jonathan! Nancy, you copy? Anyone -- come on.

He's only met with silence. He kicks a rock, frustrated.

We pan past him, towards the church, where --

Int. Church - night (UPSIDE DOWN)

El and Kali sit close together on a pew.

Kali

So you're saying... One actually exists. And is alive, and he's --

A monster. He's -- there's so much I need to tell you... So much that happened... It's -- it's too much --

KALI

Then don't tell me.

Kali reaches out and takes both of El's hands in hers. Looks at her.

Kali (CONT'D)

Show me.

El understands immediately. She nods. Then they both close their eyes.

MEMORIES START FLASHING RAPIDLY BEFORE US. THE LAB. THE FRIENDLY ORDERLY. THE MASSACRE. EL DISINTEGRATING HENRY. NINA. VECNA'S MIND LAIR. MAX DYING. HAWKINS IN SHAMBLES.

Kali and El pull back from each other with a gasp. Kali tries to catch her breath. It's a lot to process.

Kali (CONT'D)

Jane --

Now you know. Why he has to die.

Kali nods, no hesitation. Determination in her eyes.

Kali

And he will. We'll find him, Jane. We're gonna get him. He's going to pay and then -- and then we can deal with Dr. Kay.

El's expression shifts. Guilt.

I'm so sorry I didn't get to you sooner... I -- I should've looked for you --

Kali reaches for El's hands again, interrupting her.

Kali

Jane, you couldn't have known.

How did you... end up there?

Kali looks down at their joined hands. Frowns at the memory.

Kali

They killed my friends... Took me. Drugged me -- used those... things to stop my powers and -- every day, she took my blood. More and more. Always more. I don't know how long I was there, how much she took from me...

El squeezes her hand. Fights back tears -- eyes filled not with sadness, but rage.

Kali (CONT'D)

But what they didn't know was that I didn't need my powers to trick them -- and that's all it took. A trick -- making them think I was dead... I fought, I ran, I thought I'd almost made it out when -- when I saw --

Her voice starts to shake now, the memory too painful.

Kali (CONT'D)

They had a room... full of women, pregnant -- laying there strapped onto these tables, being pumped full of blood -- my blood... And they were sick, dying --

El's eyes widen in shock, tears now streaming down her cheeks. Anger rising.

Kali (CONT'D)

They captured me again. But this -- this is what she's doing. It makes sense now. She's trying to restart Papa's program --

I -- I don't understand --

Kali

It wasn't drugs that gave us our powers, Jane. It was blood. Henry's blood -- Papa used it on our mothers, made us -- and she's trying to do the same -- but my blood, it's not working. That's why she's after you. Why she wants you --

To make more... like us...

Kali

Yes.

We can't let her -- We need to -- stop this --

Hopper (O.S.)

Stop what?

Startled, they both turn to look at Hopper entering the church. The door creaks, closing behind him.

El quickly wipes her face.

Henry.

(beat)

Did you reach them?

Hopper squints, not buying it. But he lets it go, for now.

Hopper

No. They must've found a way back up. We should move.

El stands. Approaches him.

How can you be sure?

Hopper

I can't. But we can't keep waiting here, it's not safe -- the military'll be looking for us.

So we just -- leave them?

Hopper

We're not leaving them --

Kali

And how exactly do we get out of this hellhole?

Hopper

The gate at the trailer park -- it's less guarded, and now that we have your tricks too, I'd say we have good chances of making it back in one piece.

So now you're taking risks?

Hopper

I'm trusting you -- isn't that what you wanted?

El can't argue with this.

Fine.

And with that she stomps out the door.

They follow.

Int. Wsqk radio station - hallway - night

Lucas and Erica are carrying snacks down the hall, but we don't follow them -- we stay on the BATHROOM DOOR. It is ajar. From inside we start to hear someone HEAVING, RETCHING.

We slowly PUSH IN on the door, through the crack --

Int. Wsqk radio station - bathroom - night - CONTINUOUS

Will is hunched over the toilet bowl, spilling his guts out. His knuckles turn white as he grips onto porcelain.

Vecna (V.O.)

(echoing)

And you, Will... You were the first... and you broke so easily.

IMAGES OF PAST EVENTS FLASH QUICKLY BEFORE US. VECNA TOUCHING WILL'S FACE AT THE MAC-Z. VECNA TOUCHING WILL'S FACE IN THE UPSIDE DOWN LIBRARY 4 YEARS AGO. A PULSING VINE BEING SHOVED VIOLENTLY DOWN HIS THROAT.

Vecna (V.O.)

(echoing)

Some minds, it turns out... simply do not belong in this world.

Will gags one more time, empties the remnants of his stomach. There are tears on his cheeks. He wipes his mouth, flushes, then drops his head down onto the bowl. Then --

A KNOCK ON THE DOOR. Will jumps.

Joyce (o.S.)

Will, is that you?

Will

Just -- just a moment --

JoYCE (O.S.)

Sweetie, are you okay?

Will

I'm fine, mom -- just --

The door creaks open. Joyce steps in, concern on her face growing as her gaze drops to find Will on the floor.

Joyce

Oh, baby --

She drops to the ground next to him, the door closing with a CLICK behind her. Her hands reach out, searching, comforting -- she pushes sweaty hair out of Will's forehead.

Joyce

Baby, what's wrong? Did you -- did you eat something bad? Are you --

Will

Mom, no, it's -- it's fine, I'm okay -- Please, just --

He tries to school his features into something normal. Fails. A sob escapes him.

Joyce cradles his face in her hands.

JoYCE

It's clearly not fine, Will -- I -- I can't help you if you don't talk to me...

Will looks away. Anywhere but her. His breath hitching. He feels... shame.

Will

It's -- it's just... back there... The way he... spoke to me... The way he -- he touched me -- I remembered -- he was there... in the library and -- and he touched me and -- I can still feel it... in my throat... inside me, I --

He chokes on another sob, unable to keep going. Joyce pulls him tightly into her arms, fighting tears herself. Will clings to her.

Joyce

You're safe now, baby, I got you -- I've got you --

Will

I -- I don't want him to touch me again, mom, I can't --

Joyce

He will never touch you again, Will, you hear me? Never. I won't let him --

Will shakes his head. Knows she can't promise that. Knows better.

Will

I just feel like... there's this rot inside of me... and it just keeps growing and -- I just want this to be over... I'm so -- tired --

Joyce

I know, baby, I know...

She holds him tighter against her chest. Doesn't know how to comfort him, how to make it all better.

We PUSH IN on her expression -- jaw clenching, eyes filled with sorrow -- but also rage. And on that visual,

Cut to:

Int. WSQK RADIO STATION - hangout area - NIGHT

Robin sits at the window, speaking into her radio. We can tell this has been going on for some time.

Robin

Nancy, do you copy? Steve, Hop, El, anyone -- does anyone copy?

We push past her, towards the SITTING AREA, where Lucas and Erica are eating their snacks.

Erica

I wanted those skittles.

Lucas

Too bad.

Erica reaches out and FLICKS HIS FOREHEAD.

Lucas

Hey! I'm literally injured!

Erica

Aww, baby got a boo-boo.

Lucas

Dick.

Erica

Ass.

They both snort. Lucas shifts in his seat.

Lucas

So... what really happened with you and Tina anyway? You guys were like, joined at the hip.

ERICA

Is this what you wanna talk about right now? Tina?

Lucas

Would you rather talk about Vecna again?

Erica

No... Since when do you care anyway?

Lucas

Hey, I care -- and you obviously do too, even if you act like you don't.

Erica

I -- don't --

Lucas gives her a look. She sighs, looks down at her hands. This is clearly hard for her to talk about.

Erica

She's just -- she thinks I was trying to sabotage her stupid relationship with her stupid ass boyfriend. Thinks I was "jealous" --

Lucas

Were you?

Erica looks like she just got slapped.

Erica

What -- hell no! Josh is ugly. And stupid.

Lucas

But she likes him --

Erica

Yeah, and I don't get why --

Lucas

Erica, what is this really about?

Silence. Robin can still faintly be heard speaking into the radio in the background. Erica takes a breath.

Erica

It's just... Ever since they started talking it's always -- Josh this, Josh that -- always hanging out with him, and when she's not, it's all she talks about -- and I just...

Lucas

Got scared you're losing her.

Erica blinks at him, surprised. Then nods. She looks... embarrassed. It's an unusual look on her.

Erica

I miss my best friend... She might be a bitch, but she's my bitch.

Was.

Lucas

So why not just... tell her that? You know, communicate.

Erica rolls her eyes.

Erica

I don't... know. It doesn't matter anymore anyway. After tonight, she'll never speak to me again. It's over.

Lucas

Hey, you never know --

ERICA

Lucas, I drugged her entire family! We kidnapped them and tied them up in a barn and left them there and now her shithead little brother got taken by an evil interdimensional monster! If we survive this I’ll be lucky if I don’t end up in juvie!

Lucas

Come on, no one’s gonna actually believe a 14 year old girl could’ve done all that --

Erica

It’s their word against mine -- and you know how that works.

Lucas’ face falters. He swallows.

Lucas

Yeah, I know…

They’re quiet for a moment, the weight of the situation dawning on them. Then Lucas bumps his shoulder against Erica’s.

Lucas

I‘ll bring you skittles in prison?

Erica tries to appear offended, then ends up snorting -- she can't help it. Lucas laughs with her and, with this heartfelt moment between siblings,

Cut to:

Ext. Desert - day (CAMAZOTZ)

Holly strides across the desert with determination, Max following close behind her. They've left the sanctuary. The desert is vast all around them, seemingly neverending. Big and dry and so, so empty.

Max slows down, catching her breath.

Max

Holly, wait -- wait. You don't even know where you're going --

Holly

You're too slow!

This strikes a nerve in Max -- though she tries to suppress it. Holly is just a kid.

Holly finally slows -- turns around to look at her.

Holly

So what are we meant to be looking for?

Max

Something that looks... off. Like out of place, like it doesn't belong here... We need to find the memory of your first meeting with him... the one where he first... "marked" you. Hopefully it'll lead us out of this place.

Holly

"Marked"...?

Max

Yeah like... like a curse. A spell.

Holly frowns. She looks around then and -- spots something. Her eyes widen.

Holly

Something like that?

Max follows her gaze to -- A STAIRCASE. THERE IN THE MIDDLE OF NOWHERE. IT LEADS DOWNWARDS INTO DARKNESS. INTO NOTHING.

The girls approach it, staring down into the darkness.

Max

Well that was... easy. Too easy.

She turns to Holly, expression serious.

Max (CONT'D)

Okay, listen -- anything you might see in there -- it isn't real. It's like a memory... a dream. It can't hurt you, okay? And remember --

Holly

If you tell me to run, I run.

Max nods. Good. She extends her hand. Holly takes it. They begin to descend down the stairs, into the nothing, and into --

Int. Wheeler house - basement - night (camazotz)

THE WHEELER BASEMENT. It's dark. LIGHTNING CRACKLES outside the window, rain falling against it heavily. Max and Holly try to adjust to their surroundings when they hear --

HIGH PITCHED SCREAMING. Startled, the girls SPIN AROUND to find --

HOLLY -- Memory Holly -- and MARY, Holly's friend. They're huddled together on the floor, blankets wrapped around them. They're watching a movie on TV.

They erupt into a fit of giggles.

Max

Jesus --

Holly

I remember this... This was on Halloween. Will and Jonathan let us have the basement for the night so we could watch a scary movie without Mom knowing --

Max

Wait, Will...? What do you -- what?

Holly

Yeah! Will's been living in our basement! He's been helping me improve my drawings -- he's so nice! I wish the Byers could stay with us forever, but dad says they can't -- keeps calling them "free-loaders" -- I think he's being mean. They literally lost their home in the big Quake -- even though I guess it wasn't really their home anymore...

Max blinks. Tries to process all this information.

Max

... Okay, clearly I've missed a lot.

CRACK! THUNDER RUMBLES outside. The woman on the TV screen WAILS IN HORROR. LIGHTNING FLASHES in the window, and as it dims --

HENRY APPEARS IN ITS PLACE. Stupid hat and everything. He stares ominously into the basement.

Holly GASPS. Max rushes to close the curtains, making him disappear.

Max (CONT'D)

Okay, we need to keep moving --

Holly nods fast, grabs her hand again. They rush towards the door and --

Cut to:

Int. Wsqk radio station - dj booth - night

Robin SMACKS her forehead down onto the console. She exhales, frustrated. Tired. Worried. She picks her head back up and continues speaking into the radio. Not giving up.

Robin

Nancy, do you copy? Steve? I swear to God if you're dead, Harrington --

Will (O.S.)

Still nothing?

Robin spins in her chair to find Will leaning in the doorway. He looks exhausted. Pale. Eyes red rimmed and swollen.

Robin

Still nothing.

Will crosses the room, sits down on a chair across from her. Robin sets the radio down.

Robin (CONT'D)

You okay?

Will

Yeah -- yeah, I just... I wish I could help.

A small laugh escapes Robin.

Robin

I think you've done more than your fair share of helping tonight, little Byers.

Will looks down at his hands. Smiles a little. For a moment, a comfortable silence settles between them. Then --

Will

So... Does -- does anyone else know? About you, I mean -- about --

Robin

Steve knows. He was actually the first person I ever told --

Will is taken aback by this, eyes widening.

Will

What -- Steve? Like... Harrington?

Robin

The one and only. My once sworn enemy.

Will

And he was just... cool with it?

Robin

Uh-huh.

Will

I mean, I like Steve, he's great, but -- I don't know, he just seems -- kinda --

Will makes a face. Robin laughs.

Robin

Trust me, I know -- but guess people can really surprise you like that sometimes. I mean, I don't know if I'd even be with Vickie if it wasn't for him -- I was like, totally convinced she wasn't... y'know... like me. But Steve -- he was all like --

(bad Steve imitation)

No! You're wrong! She totally likes boobs!

(back to normal)

And -- turns out he was right! And to think I would've given up without ever knowing, God --

She shakes her head at the memory. Will considers this, the gears in his head turning.

Will

...Huh.

Robin

What I'm trying to say is -- everything turned out okay in the end. More than okay.

Will

Thank you, by the way. For telling me -- talking to me about all this... It -- it really helped.

ROBIN

Helped? You mean -- my endless yapping helped?

Will

Yeah, it really did -- and... it's -- it's nice to know I'm not -- I'm not alone...

Will meets her eyes, and for a moment it's there -- fear -- but Robin smiles at him. Kind and encouraging.

Will picks up a pen from the table. Something to fidget with.

Will (CONT'D)

I've just been so... afraid -- so ...

(voice breaks)

Ashamed. And I... you know... my dad used to call me these -- these awful things...

(beat)

Guess he was right.

Robin

WELL SCREW YOUR DAD!

Will's eyes WIDEN, startled. Robin covers her mouth with her hand.

Robin (CONT'D)

Sorry, too loud --

(quieter)

But screw your dad. Seriously. He doesn't get to define this for you -- only you get to do that. Only you.

Will's hands tighten around the pen. He exhales, shaky. Then nods. His eyes misty.

Will

Yeah -- yeah... Thanks, Robin. Thank you.

robin

Hey, where's your shithead dad live, by the way? We can go egg his house -- or -- or slash his tires -- or both!

Will

You know... I might actually take you up on that.

Robin

We'll leave a note for your mom this time.

Will bursts out laughing. Robin joins him, the sound echoing out as we --

Ext. Hawkins lab - nigHT (UPSIDE DOWN)

LOOK DOWN AT HAWKINS LAB FROM ABOVE. We slowly TILT DOWN to find Nancy, Jonathan, Dustin and Steve standing outside the gates with their backs turned to the camera. They stare up at the building looming above them. The infection here is worse than we've ever seen it before. Vines huge and covering every surface. Growths pulsing. The air thick with spores. This is it. THE HEART OF THE UPSIDE DOWN.

Steve

This place feels wrong. Like, extra wrong.

Dustin

Thank you, Steve. We love it when you state the obvious.

Nancy

(ignoring them)

Let's move.

She adjusts the strap of her shotgun and starts walking towards the building, leading the group.

Int. Hawkins lab - NIGHT - MOMENTS LATER (upside down)

The group, now inside the lab, walks down a dark corridor -- careful not to step on any vines, which are covering every wall. Pulsing. Alive.

Jonathan

So what are we looking for, exactly?

Dustin

I think we'll know when we see it.

Steve

That's so helpful.

Dustin stops. Glares at him.

Dustin

You know what, Steve --

Nancy

Hey --

She steps between them, frustrated.

Nancy

Can you two just -- stop? Whatever this --

(gestures between them)

Is -- you need to either let it go for now or get over it. My baby sister is missing. We have more important things to worry about than this -- petty bullshit.

They both look as if they got scolded by a parent. Behind them, Jonathan holds back a laugh.

Steve

Right. Sorry.

Dustin

Yeah. Sorry, Nancy.

She rolls her eyes, then pushes past them. Starts walking again. The boys follow.

As they disappear out of frame, they take what little light remains with them. The hallway gets darker and darker until all we can see is --

Ext./int. Unknown

DARKNESS.

IMAGES START RAPIDLY FLASHING BEFORE US. BLURRY, DREAM-LIKE. RIDING BIKES IN THE DARK, FRANTIC. POLICE SIRENS. RED AND BLUE LIGHTS, FLASHING. RED AND BLUE, RED AND BLUE. WILL'S LIFELESS BODY BEING PULLED OUT OF THE WATER. THE WORLD SPINNING, SOUND DROWNING OUT AND --

INT. WSQK RADIO STATION - BASEMENT - night

ECU: EYES SNAPPING OPEN, PUPILS DILATING. WE HEAR A GASP.

WIDEN to reveal: Mike as he jolts awake. He had fallen asleep sitting upright on the old couch. The basement is otherwise empty -- though soft muffled conversations can be heard from upstairs.

It was just a dream.

Mike rubs his eyes. Tries to even out his breathing. His head is pounding.

We hear the faint sound of footsteps coming down the stairs --

WILL (o.S.)

Oh, hey I -- I didn’t realize you were down here.

Mike turns, gaze softening at the sight of him, shoulders relaxing.

MIKE

Yeah, uh -- I might’ve dozed off a bit.

Will

Are you okay? You hit your head pretty hard back there --

Mike

Yeah, it’s fine. It looks worse than it is.

Will steps closer, takes a better look at him. Winces.

Will

Jesus, Mike, you still have blood on your face -- hold on, let me --

Mike

Will, it’s okay --

But Will has already turned around and started rummaging for a first aid kit. Mike is too tired to keep protesting.

Will finds a first aid kit in a cupboard, grabs a towel and a water bottle and returns to Mike, sitting down on the couch next to him -- close, but not too close.

Mike watches as Will wets the towel. Tentatively, he reaches out and starts cleaning the wound on the side of Mike’s head. Gentle. Careful.

Mike’s breath catches in his throat.

Will

Sorry, does it hurt? Shit --

Mike

No -- no. It‘s okay.

Will stares at him for a moment, hesitating. Then nods and gets back to work, trying his hardest to keep his hands steady.

Will

You don’t have to do that, you know... Pretend like you’re not affected by any of this.

Mike’s eyes snap up to Will’s. He wasn’t expecting this. Knows there's no use denying it -- Will's always seen right through him.

Will (CONT'D)

I mean... So much has happened. Your parents... Holly... Everything is just... crazy right now, and what I’m trying to say is -- you don’t have to keep putting on this brave face for everyone else’s sakes. You’re always there for everyone -- leading us, supporting us. But you don’t have to carry everything alone, I... We want to be there for you, too. Share the burden, you know?

Mike is quiet for a beat, a vulnerability in his eyes that he doesn’t allow many to see.

Will, having finished cleaning up most of the blood, focuses on applying disinfectant to the wound. Mike takes a deep breath.

Mike

I’m kinda scared shitless, to be honest. Like, all the time.

Will meets his gaze.

MIKE (CONT'D)

I mean -- I have no idea what I’m doing -- all these plans, if they’re helping or just making things worse. And what if we could’ve prevented it? What if we’re focusing on the wrong things? The kids... Holly, she must be so scared, and alone, and I'm supposed to watch out for her and -- and I wasn't there -- She --

WILL

Mike.

Will drops the disinfectant back into the kit, then places a hand on top of Mike’s fidgeting one. His voice is quiet, gentle.

Will (CONT'D)

I’m scared, too. But we’re gonna find Holly, and we’re gonna find the rest of the kids. Maybe now with these... with these powers, maybe I could use them for something good. Maybe I could find them, somehow.

Mike nods. Breathes out.

Mike

Yeah... yeah. We’ll make a plan.

Will

We will. This isn't just on you.

Another nod. Mike holds Will’s gaze, visibly deflating. His expression a bit lighter now.

Mike

Thank you, by the way. You saved my life back there -- everyone’s lives. That was incredible.

Will averts his eyes, but can’t help a small smile from forming. Their hands still lay on top of each other between them.

WILL

You’re welcome.

Mike smiles, too. The nerdy excitement from before is about to make a full comeback.

Mike

I mean, holy shit, how did you even know how to do that?

WILL

I didn’t -- I don’t know, I just -- He... he tried to make me doubt, to make me feel small. To remind me of all the ways in which I’m weak and -- and wrong. But -- but you were in danger and I guess I just... reached inside myself, tried to find good memories to hold onto... Memories from before all this -- of Mom and Jonathan and... and you. I tried to remember... to focus on how I felt back then.

Will looks back up again.

WILL (CONT'D)

And it just worked.

Mike’s eyes are basically sparkling. In awe.

Mike

What was the memory?

Will

...The day we first met.

Mike’s smile grows bigger.

Mike

On the swings.

Will nods.

A beat. Then --

Will

(quietly)

...Still the best thing you’ve ever done?

Mike

(no hesitation)

By far.

Their eyes lock. The moment feels charged, intense. Electricity in the air. Then suddenly --

LUCAS BARGES INTO THE BASEMENT.

Mike and Will jump back from each other as if burned, startled.

Lucas

Hey, uh --

Lucas pauses. Looks between them. He raises an eyebrow, but doesn’t comment.

Lucas (CONT'D)

Um. El and Hop are back. With a surprise.

Mike and Will exchange a quick look, then stand up off the couch and rush towards the stairs, wasting no time.

Int. WSQK RADIO STATION - hangout area - MOMENTS LATER

The boys enter the hangout area in a rush.

REVERSE TO REVEAL: El. She looks drained, her hair a mess. Clothes rumpled and dirty. But her face lights up as soon as she spots them and --

She RUNS TO THEM, pulling both Will and Mike into a hug. Relief washes over the boys as they hug her back.

When they pull apart, Will reaches out to touch her face.

Will

Are you okay?

Mike

We were so worried --

I'm okay. I'm okay --

Their gazes drift past her then, to Hopper and Joyce in the back -- her hands on his face, searching for injuries. He looks like hell too.

On the couch, Erica sits next to -- a girl they've never seen before. She looks even worse for wear than El and Hopper.

El (CONT'D)

This is Kali... My sister.

Surprise crosses their features. Kali raises her hand in a small wave.

Mike

Holy shit --

Will

We've heard so much about you --

Then they notice -- her appearance. Her clothes. The buzzed hair, dark circles under her eyes, bruises and puncture marks on her arms.

Mike

How did -- What happened?

Hopper

We found her in the military base down there, hooked up to all these -- machines. They've had her for God knows how long.

El's jaw clenches in anger.

Robin enters the room carrying a blanket, drapes it over Kali's shoulders. Kali flinches -- barely noticeable -- but gives Robin a grateful nod.

Kali

Thank you.

They've made this... weapon. It hurt me. I couldn't -- I couldn't use my powers.

Mike

Wait, what -- is that even possible?

Hopper

Some sort of -- sonic thing. Only she could hear it. Completely debilitated her.

El looks shaken at the memory of it. Will gives her shoulder a gentle squeeze.

Joyce's fists clench at her sides.

Joyce

We won't let them hurt you again -- either of you.

Kali doesn't look like she believes her.

Will

Wait, what about Jonathan and the others? Did you see them?

Hopper

We were supposed to meet them at the church, but when we got there it was empty. We assumed they might've made it back.

You assumed --

LUCAS

Shit...

Joyce's eyes widen in fear.

Joyce

Well they're not back, Jim! How could you -- just leave them down there --

Hopper

I couldn't have known -- we had the military on our asses, I had to get the girls outta there!

JoYCE

What if -- what if they --

Hopper

They're probably fine --

Joyce

PROBABLY -- !?

Joyce looks like she might start pulling her hair any moment, starts pacing -- her anxiety growing and growing.

El still looks tense as she turns towards the boys.

...Henry showed up? Here?

Guilt crosses their faces. Will nods.

Will

He took more kids... killed so many soldiers... We couldn't stop him...

Mike

It was a bloodbath...

Lucas

And we would've all been dead if not for Will --

Hopper raises an eyebrow at this.

Hopper

Will...?

Robin suddenly jumps out of her seat, excited in a way that doesn't fit the vibes of the room.

Robin

OH YEAH -- you guys missed that! Will obliterated three whole demos -- with his mind! One moment I was about to get torn to pieces, then the next --

(starts gesturing wildly with her hands)

CRACK CRACKITY POP! DEAD!

LUCAS

It was crazy --

MIKE

You guys didn't even get to see him up close -- it was incredible --

Hopper

Say what now?

El turns to Will, eyes wide. Even Kali has sat up, though she looks confused more than anything.

Will is once again turning red from the attention.

Will... you -- you have powers too?

Will

They're not... mine. I was tapping into the hive mind and just kind of... took control of -- his powers. Like... like pulling the strings. I don't really know how to explain it --

But El doesn't need an explanation. She faces him now, taking his hands in hers.

Will, that's amazing --

will

It's -- it's proximity based, though. I think I can only access this power when the hive mind is close -- which doesn't help us now -- it's useless --

How do you know that for sure?

Will

Because -- because that's the only time it's ever worked --

But you don't know.

Mike

That's what I've been saying --

Lucas

Yeah, yeah, innate, we get it --

Will

Guys -- I -- El... what are you saying?

What if you don't have to be... in close proximity?

For a moment, her eyes glint.

Will raises his eyebrows and --

INT. WSQK RADIO STATION - hangout area - MOMENTS LATER

CLOSE ON: AN EMPTY COKE CAN BEING SLAMMED INTO FRAME.

WIDEN TO REVEAL: Will sitting in the middle of the couch, staring at the can in front of him in confusion. The entire gang has formed a half circle around him -- some sitting on the couch and others standing. El stands above him, hands on her hips.

Will looks up at her.

Will

What am I supposed to do with this?

Destroy it.

Will blinks.

Will

Wh -- El, I told you, I can't do that --

You haven't even tried!

Will

(getting frustrated)

Because there's no point -- I'm not... I'm not like you.

Kali

I think you're afraid.

Everyone turns to look at her, surprised that she spoke up. Will looks... caught.

Kali (CONT'D)

And that's fine. I don't blame you. When Jane first came to me, she was holding back too.

She looks up at El, who gives her a small smile. Then turns back to Will.

Kali (CONT'D)

I don't know what happened to you -- what was done to you... but I understand fear. You're scared of what it means, having powers that came from him. That it makes you like him.

Will sucks in a breath. His hands tremble on his lap. He feels... exposed.

Will

Can you read minds, too?

Kali

Not that I know of. I just make illusions.

Will

Could've fooled me.

El puts a hand on Will's shoulder.

You're not like him, Will.

Mike

Nothing like him.

Lucas nods next to him. Robin too. Erica just looks impatient.

KALI

I say give it a try. Jane and I will guide you through it.

(nodding)

Kali is a really good teacher.

Will hesitates. Looks back at Joyce who's standing behind him. She smiles at him. Nods -- encouraging.

Will turns back around to face the coke can again. Inhales. Exhales.

Will

Okay -- okay.

El kneels down in front of him.

Okay. Close your eyes.

Will very much looks like he doesn't want to be doing this, but he does -- he closes his eyes.

El (CONT'D)

Try to slow your breathing. Drown out everything else. Try to find that... connection. Reach for it.

Will breathes in. Breathes out. Tries to focus. He seems to be struggling.

Will

Nothing's happening.

You're too... tense.

Will

It's kinda hard to focus when there's a dozen people here watching me --

Joyce

We can -- turn around if you --

Erica

Great. Our sorcerer's got performance anxiety.

Lucas

Erica!

Mike

Guys, shut up! Let's just... give him some space, okay? Back up.

Will

No -- it's fine, I'm fine, I -- I can do it. I'll try again.

El gives him a nod.

Will braces himself. Repeats the steps from before. Tries to empty his mind, tries to reach...

Everyone around him falls quiet. Watching.

Remember how you felt -- when you used your powers before... they exist within you. You just have to reach for them.

Kali

Embrace them.

Will clenches his fists where they've been resting on his lap. He inhales -- sharper this time.

Kali (CONT'D)

Focus on a memory -- one that makes you feel strongly. Hold onto that feeling. Use it.

Will's breathing comes out faster and faster --

GOOSEBUMPS ON THE BACK OF HIS NECK --

Reach for it, Will.

THE LIGHTS FLICKER. EVERYONE IS HOLDING THEIR BREATHS.

WILL'S EYES SNAP OPEN -- WHITE -- PUPILS GONE.

Lucas

Holy shit, he's doing it --

Mike elbows him.

Will grits his teeth.

THE COKE CAN RATTLES AND --

CRACK! IT BURSTS INTO PIECES, FLYING EVERYWHERE.

Hands come up to cover faces. The silence only lasts a second.

Robin

HE DID IT! HE DID IT --

El's hand reaches out to squeeze Will's shoulder. She's beaming at him.

Mike wears an even wider grin.

Mike

(under his breath)

Innate.

Behind them, Hopper leans down towards a shocked Joyce.

Hopper

Welcome to the club.

Will breathes heavily as the tension leaves his body and his eyes return to normal. He did it, he really did it.

We slowly ZOOM IN on his face, drowning out the sounds of everyone around him having started talking over each other -- He stares at the remnants of the coke can as blood begins to trickle down his nose...

Int. HAWKINS LAB - hallway - NIGHT (UPSIDE DOWN)

CLOSE ON: STRANGE THICK LIQUID slowly dripping from the ceiling. A drop falls on --

Steve

(disgusted)

Ugh -- what the hell is this?

He tries to wipe the mystery liquid off his hair, visibly cringing.

Steve (CONT'D)

I thought there was no water in the Upside Down --

JonATHAN

Could be demobat poop or something.

Steve

What -- don't say that, man!

Jonathan snorts.

Nancy and Dustin are walking ahead of them, flashlights in hand.

Dustin

This is weird.

Nancy

What is?

Dustin pauses -- points his flashlight towards the end of the hallway.

Dustin

The vines -- it's like they kind of... stop here. See?

Nancy points her flashlight to the ground where the vines start to thin out -- their ends seem... charred. Dead.

Nancy

That would explain the air being clearer here.

They reach the end of the hallway, turning the corner when --

Jonathan

What the --

They all stop in their tracks, eyes widening at the sight before them.

REVERSE TO REVEAL: A VERY DIFFERENT HALLWAY. It looks wrong. But there's no vines, no spores -- it's the WALLS, the doors, everything around them looks like it's melted -- or partially melted.

Steve

Is that liquid?

Dustin approaches the "melted" part of the wall, nudges it with his shoe.

Dustin

It's solid.

JonaTHAN

How does this even happen?

Nancy

Guys...?

They turn towards her, a few feet away -- following the beam of her flashlight to a -- CORPSE?

STEVE

Holy shit, please tell me it's not anyone else we know --

Nancy

I don't... think it is.

The boys slowly approach her. The corpse is more skeleton than anything, and it looks like it's fused to the floor, part of it melted off.

Dustin

Jesus Christ --

JonaTHAN

Is that a military uniform?

Nancy squints at what remains of the skeleton's clothing. There's a BADGE -- partially melted.

Nancy

U.S.S. Eldridge...?

Behind her, Dustin YELPS.

Everyone spins towards him, finding him having bumped into ANOTHER SKELETON -- this one's partially in the wall, like it's become part of it.

As Dustin tries to catch his breath, Nancy shines her light down the rest of the hallway, revealing MORE AND MORE DEAD SOLDIERS -- all of them weirdly melted and fused to surfaces.

Steve

What the hell happened here...

Jonathan

Nothing good.

Dustin

I don't like this at all --

Nancy has tuned them out, gaze zeroed in on one of the soldiers -- she's noticed something.

She kneels down in front of the skeleton, her hand reaching out --

Steve

Jesus, Nancy, please don't touch that --

Nancy touches it. Her fingers disappear beneath rotten fabric, re-emerging moments later holding a piece of paper. She unfolds it, eyes scanning the page. It's a LETTER.

Nancy

This is weird.

Jonathan

What's it say?

Nancy

"Dear Charlie... I hope you're well. I'm still not used to not having you around, I keep going to your room out of habit and finding it empty. I know you're out there protecting our country, and I'm so proud of you, but I also worry. Are you eating enough? Francine misses you something awful, keeps asking when you're coming home. She says you promised you'd teach her to ride the horse. Your father misses you too, but you know how he is. Take care, and write back soon. Love, Mom"...

The boys blink as Nancy finishes reading the letter.

Steve

Okay, that's depressing, but it's just like, a letter --

Nancy

That's not the weird part --

JonaTHAN

What is?

NANCY

The date.

Nancy turns the letter towards them.

ECU: In half faded handwriting, THE LETTER IS DATED 1943.

Dustin

Holy shit --

Steve

Wait wait wait, hold on -- how is -- how's a bunch of soldiers from 1943 end up dead in Hawkins Lab -- in the Upside Down?!

They all turn to look at Dustin. Expectantly.

Dustin opens his mouth. Closes it. Then --

Dustin

What are you looking at me for -- I don't freaking know! Out of everything that's on my Upside Down bingo card, this doesn't even close to make the list --

Nancy

Okay, okay -- so we keep looking. There must be more around here.

She carefully folds the letter, tucks it into her pocket, then begins making her way down this graveyard of a hallway -- not waiting for the others to agree or disagree.

They follow.

At the end, the hallway splits in two.

Dustin

Um... which way?

Nancy

Let's split. Jonathan and I go right, you two go left. It'll be faster.

Steve opens his mouth to protest. Nancy gives him a look.

The protest dies in his mouth.

Dustin doesn't look too happy either.

Dustin

You're really gonna do this to me right now?

Nancy

You'll live. Radio if you find anything.

JonaTHAN

And don't do anything stupid.

Steve rolls his eyes.

And with that, they split.

Int. WSQK RADIO STATION - hangout area - NIGHT

Kali sits alone on the couch, blanket still wrapped around her shoulders. Her gaze is far away -- mind elsewhere.

She's brought back to the present by a steaming mug being placed in her hands.

Tea.

El sits down next to her, her eyes gentle. Kali manages a small smile.

Kali

Thanks.

How are you feeling?

Kali takes a sip of her tea, her fingers tightening around the mug as if its warmth is fleeting.

Kali

Better. I don't remember the last time I had something warm.

I can bring you some food, too --

El makes to stand back up, but Kali stops her.

Kali

Jane, it's okay -- I'm okay. Thank you.

El nods -- though hesitant. She feels the need to do more.

Kali (CONT'D)

Hell of a family you've got yourself here. No wonder you wanted to come back so bad.

Thank you for helping -- with Will.

Kali

That boy is way more powerful than he thinks.

He's like... a brother to me. He and Jonathan. Joyce -- their mom -- she took me in when we thought Hopper was gone... Gave me a home when I had none.

Kali

I'm really glad you have them, Jane.

El shifts in her seat so she can face her sister better, hand reaching out to rest on her leg. Her eyes are big, almost hopeful.

(slowly, carefully)

They could... be your family too... If -- if you wanted.

Kali smiles at her -- though it's more of a sad smile. She looks away.

Kali

Yeah, maybe...

OVER BY THE WINDOW

Will and Lucas sit at the window -- Will holding a tissue to his nose.

Will

Do you think Dustin's okay?

Lucas

He better be.

(quieter)

He has to be...

Will sighs. He removes the tissue from his nose, balls it up in his hands.

Lucas (CONT'D)

You know he was lying earlier, right?

Will

Oh yeah, no doubt.

Mike (O.S.)

Who's lying?

He's just walked up to them, holding a granola bar. He holds it out towards Will.

Will takes it.

Will

Dustin. About how he got hurt.

Mike's eyebrows furrow.

Mike

Wait, what --

Lucas

Dude, did you really think he crashed his bike into a lamp post or whatever he said?

Will

Like, unless the lamp post had fists --

Mike

Why would he lie about that?

Lucas

I don't know, Mike, why does anyone lie?

Mike considers this, his shoulders tensing. He seems upset by it. Doesn't say anything.

An uncomfortable silence settles between them, broken only by Will unwrapping his granola bar.

Mike clears his throat.

Mike

Anyway, I was thinking --

Will and Lucas turn their attention back to him, grateful for the subject change.

Mike

Will -- you said that when you were tapped into the hive mind, you could see what the demos saw, right?

Will

...I don't think they can really -- see -- but technically, yeah.

Mike

Right -- so now that we know you don't have to be close to the hive mind to use your powers -- what if you used the connection to see through his eyes?

(beat)

Be the spy again.

Lucas sits up straighter, eyes widening.

Lucas

You could see where he's keeping the kids --

Mike

Exactly!

Will swallows. Looks down at the now empty plastic wrapper in his hands.

Will

Mike... you -- you know what happened last time I tried to be the spy... You saw.

Mike

That won't happen this time -- you know how this works better now, you're older, you have more control --

Will

Mike --

Mike

You'll just be -- in and out -- quick. He won't even know you're there.

Will

We can't know that -- he's powerful. We shouldn't... underestimate him. He could spy back just like last time and someone else ends up dead and it's my fault --

Lucas reaches out, puts a hand on Will's shoulder.

Lucas

Look, he already knows where we are -- he was here. He could've already killed everyone if he wanted. But he didn't.

Will takes a deep breath, conflicted.

Mike

Lucas is right. And yeah, we shouldn't underestimate him -- but we shouldn't underestimate you either.

Lucas

I think it's worth the risk... This might be the only way we could find them.

Will looks between them, considering -- really considering. Finally, he stands. Breathes out.

Will

Fine. Gather everyone.

Int. WSQK RADIO STATION - hangout area - LATER

Joyce

I... I don't know about this.

Everyone has once again gathered around the table -- Will, Mike and Lucas in the middle.

Hopper paces.

Will

What other choice do we have? We don't have time to look for other options -- while we're sitting here arguing, he could already be --

Will swallows hard -- can't finish the sentence.

I think it could work.

Hopper

It's too dangerous. We can't risk him using this -- finding us --

Mike

He already found us! If he wanted us dead, we would be dead. He got what he wanted --

Hopper pinches the bridge of his nose.

Hopper

Or we'd be walking right into his trap --

Will stands, clenching his fists.

Will

It's a risk I'm willing to take.

(beat)

When... when I was lost, you guys did everything you could to find me -- to save me. If you hadn't taken risks, I wouldn't be here now.

He turns to Joyce -- meets her eyes.

Will (CONT'D)

Look, I have these powers... for once, I can actually do something -- and I'm going to. I won't let these kids go through what -- what I went through. Not when I could prevent it. I won't.

Joyce reaches out -- squeezes his hand. Her eyes shine with what looks a lot like pride.

Joyce

Okay.

Hopper

Joyce --

Joyce holds up a hand.

Joyce

But we do this carefully. We'll take precautions.

Will nods, thankful for the trust. It takes some weight off of him knowing his mom has his back. Believes in him.

Lucas

The basement.

Eyes turn to him, expecting elaboration.

Lucas (CONT'D)

What if -- what if we tried the same thing we did with the shed -- back when... with the Mind Flayer -- when Will was --

He cuts himself off.

Will tries not to flinch -- unsuccessfully.

Joyce stands, starts pacing too now.

Joyce

Yes, yes that could work --

Will

Okay, you're not tying me up this time, though. I'm not -- possessed.

Joyce

No, no of course not, honey -- we just need to... obscure the surroundings. Just in case.

Robin

Wait, you tied Will up before? Jesus.

Erica elbows her.

Robin (CONT'D)

What? I wasn't there, I literally don't know what you guys are talking about --

Joyce claps her hands together, getting everyone's attention.

Joyce

Okay, someone... explain to Robin. The rest of you -- basement. Try to cover things up. Anything that could give away our location or other important information.

One by one, they start leaving the room -- heading to the basement.

Hopper lags behind for a moment, clearly still frustrated and not entirely convinced this is a good idea.

El stops on the way to the basement -- turns to face him.

Will can do this.

Hopper

Or he could put you in danger.

El takes a step closer to him, her eyes steel.

We are always in danger.

(beat)

Everything I have been able to do, I did because you believed in me. Do the same for Will.

And with that she turns and walks away, not giving him the chance to respond.

Int. Wsqk radio station - basement - NIGHT

A BIG TARP is thrown over a bunch of things in the corner of the room -- crates full of supplies, boxes -- covering them up.

Mike and Lucas step back, dusting their hands off.

Lucas

This should be good enough, right?

He gets no response.

Lucas (CONT'D)

Mike?

Mike

Since when are those two so close?

Lucas

(wtf)

Huh...?

He turns around, confused. Follows Mike's gaze, landing on --

WILL AND ROBIN on the other side of the room, trying to cover up the big map of Hawkins on the wall. Robin is saying something that makes Will laugh -- his head tipping back.

Lucas raises an eyebrow.

Lucas

Um... I don't know -- nothing like impending doom to bring people together, right?

Mike's mouth twists. He crosses his arms over his chest.

Mike

It's just kinda weird.

Lucas

How is it weird?

Mike

I don't -- know, just like -- out of nowhere --

Lucas

...You know Will's allowed to have other friends, right?

Mike finally SNAPS back towards him, eyes wide.

Mike

(extremely defensive)

Wha -- I -- I never said he isn't!

Lucas

Right.

Mike

I didn't! I didn't.

Lucas

Then why're you being all weird about him talking to Robin --

Mike

I'm not being weird -- I'm just --

(swallows)

Whatever, man. I'm just -- gonna go see if they need help.

Lucas reaches out to stop him --

But Mike is already walking away.

Lucas

Wait, no -- Mike!

OVER BY THE MAP

Robin

You're like, way too nonchalant about all this -- I mean, all that shit you went through, and you were what -- thirteen?

Will snorts, handing her another piece of tape.

Will

Yeah, I mean -- I kinda have to be... otherwise I feel like -- I'd just go insane.

Robin

It's insane that you're not completely batshit, off the deep end insane.

Will

(shrug)

Or maybe I am, and I'm just good at hiding it.

Robin laughs, about to respond, but she's interrupted by --

MIKE WALKING TOWARDS THEM, eyes intense -- his face a little... flushed?

Robin

Oh, hey, little Wheeler.

Will's attention snaps to him, eyebrows furrowing. He notices Mike's... jittery-ness.

Will

You okay...?

Mike

(very normal)

Yeah -- all good. You guys need help?

Will

Um --

Robin

Actually -- you're tall. Yes. Come here --

BACK OVER TO THE CORNER

Lucas watches the whole interaction, shaking his head.

Lucas

Jesus...

Erica

Nope, just me. Are you gonna do anything useful or just sit there and gawk.

Lucas startles. Where'd she come from?

Erica shoves a crate full of stuff into his hands, making him wince.

Erica

Mrs. Byers said to take this upstairs.

Lucas

So take it upstairs.

Erica

I have more important things to do.

And before Lucas can question this, she spins around and walks away, back towards Joyce.

Lucas rolls his eyes. Starts heading for the stairs.

Int. WSQK RADIO STATION - HALLWAY - NIGHT

El sets a box down by a pile of more boxes. Wipes sweat from her brow.

A pair of hands sets another box down by her feet. She looks up to see --

Hopper.

She quickly turns from him, starting to head for the basement again.

Hopper (o.S.)

El.

El pauses, but doesn't turn back around. Not yet. Her fists clench.

She waits.

One.

Two --

HoppER (O.S.) (CONT'D)

Look... I know you're mad. I get that.

We stay on El, her eyes closing. Breath quickening.

We hear Hopper step a little closer behind her.

She tenses.

Hopper (O.S.) (CONT'D)

I don't wanna fight, I -- can we just... talk?

(quiet)

I don't want to talk to you.

Hopper (O.S)

Then listen. Just for a minute.

El doesn't respond, but doesn't move either.

Hopper (O.S.) (CONT'D)

What... what happened back there. I'm sorry, okay? I'm just -- I'm just trying to protect you.

El finally SPINS around to face him -- her expression twisted. Angry. Hurt.

You keep saying that -- but how are you going to protect me if you're dead?

Hopper reaches out a hand -- tentatively. It hovers between them.

Hopper

El -- that's not --

El SLAPS his hand away, fighting tears now.

You think you're... disposable. But you're not. I don't want you to sacrifice yourself for me. I never asked for that -- but you keep -- you keep going and blowing yourself up and leaving the rest of us trying to -- pick up the pieces --

Tears slip down her cheeks now.

Hopper looks like he's been stabbed directly through the heart.

Hopper

(voice shaking)

You're right -- you're right, El, okay? I'm sorry -- I never wanted to hurt you --

El takes a step closer. Grabs onto his shirt, her eyes pleading.

I need you to understand. You are not a black hole. You're my dad -- and I need you. So stop trying to leave me.

Hopper PULLS her tightly into his arms, unable to hold back his own tears any longer -- and she lets him. He kisses the top of her head.

A sob escapes her.

Hopper

I'm not leaving you, you hear me? Not again. Never again. I'm sorry, I'm so sorry --

(between sobs)

Promise --

Hopper

I promise.

El clings to him, finally letting it all out.

And off this emotional moment between father and daughter,

CUT TO:

Int. HAWKINS LAB - HALLWAY - NIGHT (UPSIDE DOWN)

Steve and Dustin walk down yet another dark hallway. The creepy unnatural melting has continued this way too.

There is distance between them.

Dustin

He was saying that to you, by the way.

Steve

What?

Dustin

Jonathan. When he said "don't be stupid", that was directed at you.

Steve scoffs.

Steve

I don't know man, from what I can see here I'm not the one who got his face smashed in and missed the crawl -- messing up the whole operation.

Dustin

So it's my fault that I was brutally attacked?

Steve

Don't act like it's not what you wanted -- this is all you do now -- look for fights. Be an asshole. Push your friends away --

Dustin

Screw you, Steve --

Steve

No, screw you. I'm done. I've been sitting here and taking it -- all your angsty bullshit -- because I know how hard it's been for you. But I can't do it anymore, man -- I can't. You clearly don't give a shit about the rest of us who are still here.

Dustin freezes. Jaw clenching.

Dustin

What's that supposed to mean?

Steve stops too. Turning to face him.

Steve

You know what it means -- what this all has been about -- Eddie! And how none of us could ever possibly be as perfect as him --

Dustin

Eddie wasn't perfect -- he was real! He didn't give a shit what anyone thought of him. He was smart and he was brave and kind and he cared --

Steve

So if I'm so dumb and useless then how come I'm still here and he's not, huh -- ?

Dustin

(voice trembling)

Shut up --

Steve

I told you that night -- I told you, don't be heroes -- but what does he do? Run directly into a swarm of demobats --

Dustin

He saved my life --

Steve

He didn't save shit! All he did was get himself killed!

Dustin LUNGES AT STEVE WITH ALL THE FORCE IN HIS BODY -- HIS BACK SLAMMING INTO THE WALL BEHIND HIM.

STEVE GRUNTS.

STEVE (CONT'D)

WHOA -- what the hell, man!? Get off --

Dustin doesn't. Steve tries to push him off, but Dustin DIVES BACK IN -- fists colliding with Steve's chest.

Steve (CONT'D)

Stop -- Henderson, stop -- what are you doing --

Steve tries to restrain him, to grab his arms -- but Dustin is FERAL -- pushing and pushing and pushing --

It's unclear whether the sounds coming out of him are screams or sobs.

Steve (CONT'D)

Stop it -- Jesus, you're gonna hurt yourself --

Steve manages to push him off for just a moment.

Then Dustin DIVES IN AGAIN -- PUSHING HARD -- SHOVING STEVE INTO A DOOR AND THEY --

INT. HAWKINS LAB - ROOM - NIGHT (UPSIDE DOWN)

TUMBLE INTO A ROOM -- FALLING TOGETHER ONTO THE FLOOR.

THEY ROLL IN A MESS OF LIMBS -- Dustin ends up on top, not even taking a moment to look down at Steve before he PUNCHES HIM IN THE FACE. HARD.

STEVE

DUSTIN -- WHAT THE F --

DUSTIN

FIGHT BACK! Why won't you fight back!

STEVE

NO! Stop, man --

Blood is gushing out of Steve's nose.

Dustin's eyes are wild, tears streaming down his face, fist raised -- ready to come down again.

Steve squeezes his eyes shut. Braces for it.

It doesn't come.

Slowly, he opens his eyes again.

Dustin's fist has been lowered, but he's not looking down at him anymore -- gaze raised to stare at the room they've landed themselves in, brows furrowing.

Dustin finally gets off of him. Stands.

Steve groans. Pulls himself up to a sitting position so he can see what Dustin is looking at.

WIDEN TO REVEAL: The entire room. We see it now. Splashes of actual color on the walls. On the floor. Toys scattered around.

We are in what we recognize as --

THE RAINBOW ROOM.

Cut to:

Int. Hawkins lab - stairwell - NIGHT

Nancy and Jonathan ascend the stairs -- or whatever is left of them -- careful not to step on the parts that are melted off.

We get the impression that they haven't been talking much, if at all.

Jonathan looks like he wants to say something, glancing at Nancy and then away -- and then back again.

Jonathan

Hey, so...

Nancy looks straight ahead, her jaw set. She pauses in front of a big melted gap between steps on the stairs.

Nancy

Help me with this.

Jonathan falters for a moment. Then nods.

He makes the jump across the gap, then holds his hands out for Nancy to take -- helping her across too.

She quickly lets go of him, continuing her ascent without lingering.

JonATHAN

Nancy.

She spins around to finally look at him.

Nancy

(irritated)

What?

Jonathan

...are you okay?

Nancy blinks at him, her jaw clenched.

Jonathan (CONT'D)

(quieter)

Right, sorry. Stupid question.

Nancy exhales. Shakes her head, apologetic.

Nancy

No, I -- sorry. I just -- no. No, I'm not. None of this is okay. But it's not -- about me. We can't lose focus, we need to keep going --

JonATHAN

Hey --

NANCY

I need to keep going --

Jonathan

Nancy.

His hands find hers.

JonaTHAN

I understand. But you can't -- you don't have to be all tough about it, you know? And -- and do this thing you do where you have to figure it all out by yourself and take charge as if it's just you against the whole world --

Nancy

I can't afford to break right now, Jonathan --

(voice trembling)

Holly needs me --

Jonathan squeezes her hands, his eyes meeting hers -- their positioning on the stairs making them even.

His voice is gentle.

JONATHAN

I know -- I know better than anyone what it's like. I've been exactly where you are.

Nancy swallows, a hint of guilt crossing her features for a moment.

Jonathan (CONT'D)

When Will was lost, I -- I blamed myself. And I know that's exactly what you're doing right now, too -- and that nothing I say will change your mind. But... back then, you were there with me. It didn't fix it, but it helped that -- that I wasn't alone in it.

Jonathan doesn't break eye contact.

JONATHAN

We found Will. And we will find Holly. Together.

For a moment it seems like he's gotten through to her, her eyes glassy -- but softening.

Then it crumbles.

Nancy

We found Will in time, but not --

JONATHAN

That -- that won't be Holly --

Nancy drops his hands. Turns back around, quickly wiping her eyes.

Jonathan sighs, frown deepening. He follows her up the rest of the stairs nonetheless.

They reach the top. A door labeled ROOF ACCESS.

Nancy pushes it open.

Ext. Hawkins LAB - roof - night (UPSIDE DOWN)

CRACK! Red lightning flashes in the dark sky above the lab as Nancy and Jonathan make it to the roof.

The weird melting effect is worse up here -- much worse.

They start looking around, flashlights in hand.

Nancy

Jonathan...?

Jonathan walks up to her, eyes questioning.

Nancy

Dustin said we'd know when we see it, right?

JoNATHAN

What'd you see?

Nancy points her flashlight towards the dark sky. Jonathan's gaze follows it.

Jonathan

What -- what am I looking at?

Nancy

There's -- something there.

She moves the flashlight around. Jonathan squints.

Then we see it -- subtle, but there. A glinting in the air above them, shifting.

JONATHAN

What... is that?

Nancy

No clue.

Jonathan picks up a piece of debris from the ground. THROWS IT AT THE GLINTING AIR.

ZAP! IT HITS... SOMETHING. LIKE AN INVISIBLE BALL MADE OF ENERGY. IT CRACKLES. LIGHTING UP. SHIFTING.

It dies down after a few moments, settling back to its original state.

Nancy (CONT'D)

What the...

Jonathan reaches for his radio, eyes still glued to the sky.

Jonathan

Dustin, do you copy?

Static on the other side.

Jonathan (CONT'D)

Dustin? We might've found something -- Dustin?

More static.

No answer.

JONATHAN (CONT'D)

They must be out of range.

Nancy unhooks her shotgun from its holster on her back. Begins to raise it towards the sky.

JONATHAN (CONT'D)

Nancy...?

Nancy

We don't have time to wait for them.

The shotgun is now pointed directly at the glinting sky.

JonATHAN

Wait --

BOOM! THE SHOT ECHOES THROUGH THE NIGHT.

For a moment, nothing happens.

Then --

THE AIR CRACKLES AGAIN. LIGHTING UP. BUILDING AND BUILDING UNTIL A BIG BALL OF ENERGY NOW FLOATS ABOVE THEM. LIGHT AND DARK AT THE SAME TIME. SHIFTING. PULSING VIOLENTLY.

Nancy and Jonathan stare up in horror. Jonathan grabs Nancy, pulling them both backwards --

IT KEEPS BUILDING. THE LIGHT BLINDING. SOUND DEAFENING. PULSING AND PULSING AND PULSING UNTIL --

BOOM!

THE BALL SENDS OUT A BIG, POWERFUL PULSE OF ENERGY, SENDING NANCY AND JONATHAN FLYING BACK --

INT. HAWKINS LAB - RAINBOW ROOM - NIGHT (UPSIDE DOWN)

Dustin's eyes WIDEN IN HORROR.

STEVE

WHAT -- WAS THAT --

THE GROUND STARTS TO SHAKE -- EVERYTHING SHAKES.

DUSTIN GRIPS ONTO THE NEAREST SURFACE -- HOLDING ON FOR DEAR LIFE.

STEVE IS KNOCKED TO THE GROUND.

EXT. HAWKINS - NIGHT (UPSIDE DOWN)

THE PULSE SPREADS OUT FROM THE LAB AND ACROSS THE ENTIRETY OF THE UPSIDE DOWN AROUND IT.

HARD CUT TO:

Int. Wheeler house - kitchen - NIGHT (CAMAZOTZ)

A door opens.

Holly walks into the room, Max right behind her. We can tell they've been at this for a while.

They take in their surroundings.

Max

How are we back here again?

Holly looks confused.

The kitchen looks normal. The way it always is. Quiet. Nothing out of place.

Holly

There's no one here... I don't know which day this is.

Max

Nothing jumps out at you? At all?

Holly shakes her head.

Holly

Shouldn't I... be in my own memory?

Max

Maybe you haven't come down yet?

THUD.

The girls startle, a small yelp coming out of Holly.

Holly

What was that --

Max

Sounds like it came from upstairs...

Max makes to go towards the sound, but Holly --

Holly walks over to the counter. A glass of red wine sits on it. Half empty. She picks it up -- stares into it.

Holly

... Mom...

Max pauses -- turns back to look at her.

Max

What...?

THUD.

THE LIGHTS BEGIN FLICKERING.

CRASH! THE GLASS SLIPS FROM HOLLY'S HANDS, SHATTERING ON THE FLOOR -- RED WINE POOLING, EXCEPT, IT'S NOT WINE ANYMORE -- IT'S --

BLOOD.

THE SCENE SHIFTS AS THE LIGHTS CONTINUE TO FLICKER.

WE FOLLOW THE POOL OF BLOOD, LANDING ON --

KAREN.

WRITHING ON THE FLOOR, THE SLASHES ON HER NECK GUSHING OUT BLOOD. TOO MUCH BLOOD.

HER BLOODIED HAND REACHES OUT, SHAKY, TRYING TO GRAB THE PHONE DANGLING FROM ITS CORD.

HOLLY SHRIEKS.

MAX (CONT'D)

Holy shit --

Holly

MOMMY --

Holly immediately makes to rush towards her, but Max stops her.

Max

Holly, listen --

Holly

NO! We -- we have to help her! I have to help her, please -- I --

Max steps in front of her, cutting off her view of her mother. She puts her hands on Holly's shoulders, getting on her eye level.

Max

This isn't real, Holly, remember? It's just a memory -- we can't do anything -- we have to keep moving --

Holly is hyperventilating now, tears streaming down her face.

Holly

No -- no no I have to -- I can't leave her --

Max

Holly, please --

CREAK.

The girls FREEZE -- eyes wide.

CREAK.

Their gazes SNAP towards the staircase.

CREAK.

A FIGURE STEPS INTO VIEW ON THE TOP OF THE STAIRS -- A HAND ON THE BANISTER. PALE. HUMAN.

AND --

INT. Wsqk radio station - BASEMENT - NIGHT

A hand fidgets with a piece of loose thread.

WIDEN TO REVEAL: WILL. He sits on a chair in the center of the room as people move around him in a blur. His leg is bouncing.

A hand comes down on his shoulder. Gentle.

Joyce

You okay, sweetie?

Will stands and turns to face her. Wipes his sweaty hands on his pants.

Will

Yeah -- yeah, I'm okay. I'm ready.

Joyce nods. She looks nervous too, but doesn't speak on it.

Her hand lifts to cup Will's cheek.

Joyce

You got this.

Will manages a small smile. Nods.

Hopper claps his hands together.

Hopper

Alright, anyone who's not absolutely needed for this, scram.

Erica drops the crate she'd been carrying onto the ground. Loudly.

Erica

What -- we don't get to be here for the actual cool shit?

Hopper

Unless you're needed, no.

Erica

That's --

Mike

I'm not going anywhere.

He's moved next to Will, jaw set.

Lucas

Me either.

Hopper pinches the bridge of his nose.

Hopper

Kids... come on, this is not a game.

Erica

Why are you needed?

Hopper

I'm the adult --

Will steps in the middle, frustrated. He looks Hopper straight in the eye.

Will

El, Mike and Lucas stay.

Hopper

Absolutely not -- we can't risk him seeing El --

El crosses her arms over her chest.

Will chose.

Hopper turns to look at Joyce, silently begging for help. He does not receive it.

Joyce

I think it's best if they stay here.

Hopper looks like he's five seconds away from pulling his hair.

He sighs, defeated.

Hopper

Fine. Fine. But everyone else -- upstairs. If anything happens, you'll probably hear it.

Erica rolls her eyes, picks the crate back up, and stomps up the stairs.

Kali exchanges a silent look with El, a nod, then follows Erica.

Robin stops in front of Will. Gives his shoulder a squeeze.

Robin

Get 'em, sorcerer.

Will smiles. Nods.

Robin leaves with a salute.

Mike watches the exchange, fist curling at his side -- just for a second -- blink and you'll miss it.

He turns to face El.

Mike

Will he be able to still communicate with us? Like you can?

I'm... not sure. He should be.

Will

We'll find out.

Mike doesn't look very reassured.

El nods, reaching out to give Will's hand a squeeze.

I'll be right here.

Will smiles. Grateful for her.

Mike looks like he wants to reach out, too, hand twitching.

Joyce

Okay, everyone step back. Give him some space.

He doesn't.

Everyone moves back, mostly out of Will's line of sight.

Lucas dims the lights.

Will stands in the middle of the room. He exhales. Shakes out his hands, bracing himself.

Joyce

Anything starts to feel off, you get out of there, okay?

Will

Okay.

He closes his eyes. Slows his breathing. Repeats the process from before -- the way El and Kali showed him.

He reaches for the connection.

A SHARP INHALE.

GOOSEBUMPS AT THE BACK OF HIS NECK.

THE LIGHTS FLICKER.

Once again, when his eyes open, they are white.

Joyce

Honey? What's happening?

No response.

Will is trying to control his breathing, teeth gritted.

Lucas

He can't hear us?

Mike

Will...?

Will's head tilts slightly to the side. Breath slowly steadying.

Will

I'm in. I see... through him.

Hopper

What do you see, kid?

Will

I'm... in Mike's house.

Mike

My house?

Will

The stairs? He's... going downstairs.

Shared looks between the group. Confusion. Worry.

CUT TO:

INT. WHEELER HOUSE - NIGHT (CAMAZOTZ)

Now we see him. Henry -- in his human form. Slowly descending the stairs.

Holly gasps.

Max grabs her arm, pulling her behind herself.

Henry

I've been wondering where you are, Miss Wheeler. You know it's rude to hide from your host.

Holly

You -- you lied! You lied!

Max

Holly, stay behind me --

Henry has now fully descended the stairs, approaching them menacingly. Eyes piercing.

His gaze lands on Max.

Henry

You.

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will

Max...?

All eyes snap towards him.

Lucas/EL

MAX!?

Will's breathing begins quickening again.

Panic.

Will

Holly --

Mike

Holly? You see her?

Will nods.

The tension in the room has skyrocketed.

Lucas

(desperate)

Will, what did you mean, Max?

Int. WheeLER HOUSE - NIGHT (CAMAZOTZ)

Max

Stay away from her --

Henry takes a step closer.

Then another.

Henry

She isn't your friend, Holly. She's a deceiver. Your friends are back at the house, waiting for you.

He reaches a hand out. Calm.

Henry (CONT'D)

Come with me.

Max pushes Holly even further behind her, Holly clinging to her sleeve, terrified.

Holly

No -- no! Max told me the truth -- you're a monster! You lied!

MAX

Holly, stop --

Henry drops his hand. His expression twists, abandoning the act.

Henry

Monster... that's such an interesting word.

His hand raises again -- but this time, it shifts. Skin twisting, rotting. It spreads and spreads until there is no hint of Henry left -- only Vecna.

Holly's eyes widen in horror.

Vecna

Tell me, Holly... what makes one a monster?

Max

Holly -- now. Now! Run!

But Holly is frozen, hyperventilating.

Max risks a glance back at her.

Max (CONT'D)

NOW, HOLLY!

Vecna's hand SHOOTS OUT.

MAX IS LIFTED INTO THE AIR, HER BREATH KNOCKED OUT OF HER.

HOLLY

NO! LET HER GO!

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will

No -- no no no no --

Joyce

Will, what's happening!?

Will

He's -- he's got them --

Shared looks. Terror.

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

VECNA SQUEEZES HIS HAND.

MAX CHOKES. HER HANDS FLYING UP TO HER NECK. LEGS KICKING.

SHE TRIES TO SPEAK. CAN'T.

HOLLY WATCHES IN HORROR -- IN TEARS.

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will

No.

He steadies his breath. Hands clenching.

AND --

INT. WHEELER HOUSE - NIGHT (CAMAZOTZ)

VECNA FREEZES. HAND SUSPENDED MID AIR. CONFUSION CROSSES HIS FEATURES -- JUST FOR A SECOND -- HE CAN'T MOVE.

ANGER REPLACES CONFUSION.

MAX DROPS TO THE GROUND, GASPING FOR AIR.

INT. WSQK RADIO STATION - BASEMENT - NIGHT

WILL'S BREATHING IS RAGGED -- TEETH GRITTED, HEAD TILTED TO THE SIDE. BLOOD BEGINS TO DRIP FROM HIS NOSE.

HE HAS TAKEN CONTROL.

Mike takes a step towards him, panicked. Hopper pulls him back by the back of his sweater.

Lucas looks at El, desperate. She holds a hand out.

He's got this -- he's got it.

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

Holly rushes to help Max back to her feet.

The girls stare at Vecna -- still frozen, grunting -- in horror.

Max

(breath catching)

Wh -- what --

His eyes SHUT.

When they open again, his expression is... different.

Vecna

MAX -- if -- if you can hear me --

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will

... you need --

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

Vecna

... to RUN --

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will

RUN!

Will grunts -- struggling to keep control. He's drenched in sweat, blood dripping from both his nostrils.

He raises his fists, YELLING OUT as he moves them in a SNAPPING motion.

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

CRACK! VECNA'S LEG SNAPS IN HALF.

HE SCREAMS OUT IN PAIN.

MAX QUICKLY GRABS HOLLY. DRAGS HER TOWARDS THE DOOR -- ANY DOOR. IT'S NOW OR NEVER.

Behind them, Vecna struggles to regain his composure. His eyes are closed, teeth gritted.

Vecna

Get out of my head.

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will CRIES OUT IN PAIN.

Joyce

Will! Will, get out of there!

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

Vecna

GET. OUT!

INT. WSQK RADIO STATION - BASEMENT - NIGHT

Will is FORCEFULLY THROWN BACK -- HITTING THE WALL AND DROPPING TO THE GROUND.

JOYCE/MIKE

WILL!

They RUN towards him, dropping to their knees. The others not far behind.

Int. WHEELER HOUSE - NIGHT (CAMAZOTZ)

Vecna breathes heavily.

Slowly, he stands -- his broken leg piecing itself back together.

Max and Holly make it to the front door -- Max fighting with the doorknob.

Holly

Come on -- come on!

Max

Shit -- it's stuck --

Behind them, Vecna limps towards them.

Vecna

Foolish girls...

His mangled hand SHOOTS OUT AGAIN.

Vecna

You can't run from me.

Max is sent FLYING ACROSS THE ROOM.

HOLLY SCREAMS -- AND THEN --

Silence.

Max groans, dragging herself upright, vision blurry.

She looks around. Frantic.

Max

No -- no no no no --

The house is empty.

Int. WSQK RADIO STATION - BASEMENT - NIGHT

Will's eyes flutter open. Slowly. They've returned to their normal color.

Half a dozen faces come into view above him. Worried. Scared.

He blinks.

His head is propped up on Joyce's lap, her hands in his hair.

Joyce

Sweetie...?

Mike's hand is gripping onto his arm. El's hand holding the other.

His breath stutters.

Will

Max... he's got Max...

CUT TO BLACK.

END EPISODE

Notes:

let me know your thoughts!!

i have the outline for the rest of the episodes written. everything is planned out. i just need to actually. write it. and i'm very slow so bear with me lol

work skin (that i slightly edited) from here. thank you user astronought for my life

if anyone's interested, i made a playlist for this !! if you don't mind the potential whiplash from going from 80s pop to heavy metal and back lol

come talk to me on tumblr !!!!

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