- Nancy and Jonathan follow a lead, Steve and Robin sign on to a secret mission, and Max and Eleven go shopping. A rattled Billy has troubling visions.
- Billy succeeds to escape and when he stops his car in a phone booth to report what happened to the police, weird creature approaches and he sees himself among them. Mike misses the date with El without explanation and when she calls him, he lies to her. There is a mob protesting the loss of jobs caused by the new Starcourt Mall and Kline presses Hopper to stop them. Dustin meets Steve and asks him to help to translate the Russian message that is encoded and Robin asks to join them. El and Max go to the mall for shopping and Mike tries to find a gift for El. Nancy and Jonathan decide to investigate a lead at Mrs. Driscoll's home about rabies rats. Billy is dizzy with flashbacks in the Upside Down. Joyce stands Hopper up at the restaurant.—Claudio Carvalho, Rio de Janeiro, Brazil
- Billy escapes from the factory where he was dragged and makes his way to a payphone to dial 911. Before he can speak, he is taken into the Upside Down where a vision of himself confronts him.
Mike makes an excuse for why he can't see Eleven that day, which she does not believe. Hopper witnesses this and is clearly pleased. He goes to see Joyce and implies that he had the planned heart to heart talk which worked. He asks her to dinner again, explaining that it will not be a date. As he leaves, he trips over refrigerator magnets which have fallen down. Joyce tries to put them back, but they won't stick.
Dustin meets up with Steve and tells him about intercepting the Russian conversation on his radio. He brandishes a Russian-English dictionary and asks for help translating. Robin, who is proficient in languages asks to try. They are successful in translating half, but it sound nonsensical. Dustin and Robin argue that it is code. They notice that a piece of music from the mall is played in the background, meaning that the Russians are operating under the mall.
Eleven seeks out Max to ask for advice about Mike. Max urges her to dump him. At the same time, Mike is talking to Lucas and Will, telling them about Hopper threatening him. Lucas argues that Mike handled the situation poorly and gives him advice on how to fix it. Meanwhile, Will is setting up to play Dungeons and Dragons and is upset when they take off.
Karen confronts Billy at the pool and it is revealed that she never went to the hotel to meet him because she ultimately decided that she can't do anything to hurt her family. Billy has a vision of hitting Karen, but only tells her to stay away from him. The viewer sees Billy's point of view briefly, which seems distorted. He has a flashback of meeting with the vision of himself who says he needs his help to build something. A female lifeguard asks if he is okay.
Nancy and Jonathan follow a lead to a Mrs. Driscoll who shows them that rats have been eating her garden fertilizer. She trapped one of the rats who is behaving oddly. The rat explodes into slime when no one is looking, and the slime oozes out of the cage.
Protesters who lost their jobs when the mall opened gather outside town hall to protest Mayor Kline's leadership. Kline asks Hopper to remove them on the grounds of protesting without a permit.
Max takes Eleven shopping at the new mall. Lucas takes Mike to the mall to buy Eleven a present by way of an apology. Will tags along but just wants to play D&D. The girls discover the boys at the mall and Eleven confronts Mike about his lying to her. Eleven and Max break up with Mike and Lucas.
Joyce goes to Mr. Clarke for help learning about electromagnetics. He demonstrates how magnets can stop working if there is a break in the electromagnetic field. Hopper waits for Joyce at the restaurant until he realizes that she is not coming.
Billy kidnaps the lifeguard and brings her to the factory where she hears a monster snarling. She screams in terror as Billy watches passively.
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