After discovering Dart's true nature, Dustin had no choice but to call in his friends and form a plan to trap him. Failing to contact Will, Mike, Lucas, and Hopper, he had no choice but to recruit Steve Harrington. They came up a plan to lure Dart towards the junkyard and stop him for good. Finally, Dustin gets a hold of Lucas and tells him as much as he could. He was shocked to see Max with him when Lucas made it to the junkyard.

After forming an alliance, burying the hatchet, Dustin and Lucas made peace and began to help Steve and Max set up the junkyard.

After securing a bus as their safe house, they waited patiently for Dart to take the bait of gasoline coated beef chunks. On the way, Dustin and Steve left a trail for him to follow. Dart should be at the junkyard any minute.

As night fell, they all sat in the bus, waiting. Lucas took the roof and scans the area with his binoculars as Steve played with his lighter, ready to light up the monster.

"So, you really fought one of these things before? And you're, like, totally, 100% sure it wasn't a bear?" Max scoffs.

Dustin rolls his eyes, "Shit. Don't be an idiot. Okay?" Max looks at him in shock with his attitude, "It wasn't a bear. Why are you even here if you don't believe us? Just go home."

Max scoffs, "Geesh. Someone's cranky. Past your bedtime?" She says sarcastically as she heads up the roof to join Lucas.

"That's good. Just show her you don't care." Steve grins, thinking he was following his advice he gave him not too long ago about women.

Dustin frowns, "I don't."

Steve gives him a coy wink.

"Why are you winking, Steve? Stop." Dustin scoffs, looking at him weirdly.

Max sighs and looks out towards the distance, they could see the whole town from where they were, "It's kinda awesome."

Lucas frowns, "Huh?" Looking over towards her.

"The fog, I mean. Looks like the ocean." She smiles, thinking about the California waves.

"You miss it?"

"What?"

"The ocean. The waves? California? Hawkins seems pretty lame, I bet."

"No, no, no, it's not that. It's just...My dad's still there. So..." Max sighs.

"Why?

"It's this legal term called 'divorce'. See, when two married people don't love each other anymore--" She says sarcastically, but Lucas stops her gently.

"Yeah."

"My mom and my stepdad, they wanted a fresh start away from him. As if... As if he was the problem, which is total bull. And things...are just worse now. My stepbrother's always been a dick, but now he's just angry...all the time and...Well, he can't take it out on my mom, so..."

"So he takes it out on you?" Lucas frowns in concern.

Max scoffs, "I don't even know why I'm telling you this. It's just... I know that I can be a jerk like him sometimes, and I do not want to be like him. Ever. I guess I'm angry, too, and...I'm sorry. Jesus! What's wrong with me?" She furiously rubs her eyes as she feels tears forming.

"Hey. You're nothing like your brother, okay? You're cool and different. And you're super smart. And you're, like, totally tubular." Lucas holds his hands up as he mocks a surfer's voice.

Max chuckles, "Nobody actually says that, you know."

"Well, I do now."

"And it makes you seem really cool." Max says sarcastically but laughs and smiles.

"I like talking with you, Mad Max."

"And I like talking with you, stalker."

Suddenly, they both jump from where they sat as they hear the growling in the distance, slowly getting louder as it creeps closer and closer into the junkyard.

Dustin and Steve both jump and scramble for the window, watching every inch for Dart.

"You see him?" Dustin asks.

Steve shakes his head, "No."

"Lucas, what's going on?" Dustin calls out as he looks up through the exit hole.

"Hold on!" Lucas calls back, scanning the area with his binoculars.

No one could see anything due to the thick fog that was taking over the night. Blinding them from their hunter, but they could hear it. The soft growling in the darkness.

They continue to search, but nothing...till Lucas spies something moving in the fog.

"I've got eyes! Ten o'clock! Ten o'clock!" Lucas shouts and stutters in fear when he sees Dart, the Demogorgon.

Steve and Dustin scan where he was talking about, and Steve was the first to spot him.

He points out into the distance, "There."

Dustin looks where he was pointing and sees him, "What's he doing?" He frowns, wondering why Dart wasn't going for the bait.

"I don't know." Steve shakes his head; he was clueless as well.

Max frowns and snatches the binoculars to see what they were looking at. She could see something moving in the shadows, but she couldn't make it out clear. She could hear it chitter very lowly.

"Wait. You sure that's not a dog?" She asks as she looks back at Lucas.

Lucas double takes at her, "What?" He scoffs but goes back to watching Dart. He ducks down with Max, afraid if it spies them, it'll attack.

But Dart never made one more towards them nor to the bait.

"He's not taking the bait. Why is he not taking the bait? Maybe he's not hungry?" Dustin panics, wondering why the plan working.

Steve sighs, realizing what needs to be done, "Maybe he's sick of cow." He gets up and grabs the spiked bat.

Dustin watches in confusion, "Steve? Steve, what are you doing? Steve?"

Steve breaths heavily as he amps himself up. He turns to Dustin and gives him his lighter, "Just get ready." He says.

He turns towards the door and pulls the handle to open it. The metal creaks as he slowly opens it and walks out.

Steve shudders in fear as he walks towards the Demogorgon as it continues to chitter. He whistles at it, gaining it's attention as he waves the bat around.

"Come on, buddy." He calls, whistling more.

Lucas and Max watches with fear. Max gets up and gets into the bus as Lucas continues to watch.

"What's he doing?"

"Expanding the menu." Dustin says for them hear.

"Come on, buddy. Come on, buddy. Come on. Dinner time. Human tastes better than cat, I promise."

"He's insane." Max exclaims in disbelief.

"He's awesome." Dustin says with a grin.

Lucas keeps his eyes on Steve, but notices movement from the corner of his eyes. He looks fast and sees another Demogorgon!

"Steve, watch out!" Lucas shouts.

"A little busy here!"

"Three o'clock! Three o'clock!" Lucas shouts and points.

Steve takes his eyes off Dart really quick and begins to see more Demogorgons appearing. Growling and surrounding him.

Dustin's eyes widen in fear, and he rushes towards the door, yanking the handle.

"Steve! Steve! Abort! Abort!" Dustin yells.

Steve turns fast and runs for the bus, hearing the creatures growl and snarl behind him. Screeching in hunger.

"Steve, run!"

"Steve, hurry!"

"Steve, run!"

Steve jumps into the bus, slamming the door behind him just in time. But the Demogorgons slam into the door, growling and clawing at the metal. Making the entire bus shake.

"Shit!" Dustin yells as he's shaken around by the impact.

"Are they rabid or something?" Max exclaims in fear.

"They can't get in! They can't!"

The creatures continue to growl and soon, the slamming begins again. Everyone was throttled around by the impacts. Screaming in terror.

"Shit!" Dustin screams and rushes to his headset that was connected to his COMM as the monsters screech from outside. "Is anyone there? Mike? Will? God! Anyone!" Dustin grunts as he's thrown against the seat by the banging, "Shit! We're at the old junkyard, and we are going to die!" He yells into the headset.

Steve rushes to the door and presses his feet against the boards to keep the creatures from getting inside. They all knew it was only a matter of time before the creatures break in and kill them all.

Max gasps when she hears another source of loud banging and sees something climbing the bus. It's heavy weight made dents at every step it took. Finally, she slowly looks up and sees the creature peeking from the open hatch. It growls loudly at her, opening it's face.

Max screams and screams in terror till Steve shoves her back and holds the bat up in protection. It growls louder.

"Out of the way! Out of the way! You want some? Come get this!" Steve challenges.

The Demogorgon snarls loudly as it rears its claws back, but before it could attack, a loud thud is made and the Demogorgon was jerked back. It growls in confusion and screeches when something yanks him off the bus.

With a loud roar, a creature tosses the Demogorgon across the junkyard, making it slam into a car. It gets up and growl, but a car on top of that car falls and slams right on top of it, crushing it.

Everyone rushes towards a window, peeking through the gap to see what that was. Growling lowly, a familiar figure stands in front of the bus. It was Theo! He growls lowly and eyes the creatures surrounding him. Lucas and Dustin look at each other.

"Rematch!" They shout excitedly.

Theo snarls and flings his claws out, challenging them all, "MY...FRIENDS!" He growls.

One Demogorgon rushes towards him with a snarl, but Theo catches it in the air and tosses him away. But another jumps his back. Theo growls and twists sharply, making it fly off him. Another shoves him against the bus, making everyone shout and scream. While Theo was distracted, a Demogorgon tries to climb the bus again. He could hear everyone in the bus screaming in terror.

Delivering a punch, Theo breaks away and climbs the bus, grabbing the Demogorgon and yanking it away from the kids. Another tries to ambush him from behind, but Theo slams his foot across it's face, making it fly backwards. Theo grabs the Demogorgon by it's face and begins to pull. With a furious roar, he rips the Demogorgon in half. Growling in triumph at the other creatures.

Dart steps back and lifts his head, as if he senses something. He lifts his head and howls, alerting the others to follow. Theo growls and pants watching the creatures run. He moves and jumps off the bus.

"Pussies!" He growls and tosses the dead Demogorgon away.

Dustin and Lucas move to open the door, ignoring Steve and Max's shouts of protest.

"Yeah!" "You kicked their asses, Theo!" They both cheered.

Theo turns and sees his friends rushing out of the bus, cheering him, "Lucas...Dustin....Okay?" Theo asks with a hiss.

"We're fine. Thanks, dude. You saved our asses." Dustin sighs.

Theo, suddenly, growls and stiffens as Steve comes out, waving his spiked bat. Lucas and Dustin shout in protest, standing in front of Theo. Protecting him.

"Wait! No! No, Steve!" "Steve, put it down!"

"What the hell is that?" Steve shouts as Max holds on to his jacket as she hides behind him.

"Steve. Calm. This is Theo." Dustin says slowly and places a gentle hand on Theo's arm. "He's a good guy. Remember Miss Holloway? This is her cat."

Steve frowns at him, "What?"

Max gasps, remembering what Lucas told her...he told her everything about what happened to Will. Eleven...and...

"You were telling the truth? About the baker being a witch?" She gasps at Lucas.

"Yeah, but she's a good witch. She protected us several times and helped us find Will. And Theo is her familiar." Lucas says.

"A pet that can transform into anything. Trust us. He's good." Dustin says and turns to Theo. "Theo, these are our new friends. This is Steve..." He points at Steve who slowly puts the bat down and Max walks around, eyeing the creature in curiosity. "And Max."

Theo tilts his head at both of them, "Max..." He hisses softly. Theo walks towards Steve, making him jump in panic, "Steve." Theo lifts a large hand, making Steve tremble in fear but he gasps as he feels claws touching his hair. "...hair-boy." Theo purrs.

Lucas and Dustin both burst into laughter,

"Pfffft! Hahahahahaha!" Lucas covers his mouth.

"You got that right, Theo. Hair-boy." Dustin snorts.

"I... apologize...for my...appearance. Wanted...to protect...my friends. This form...is the only way....to fight." Theo hisses and steps back. Growling, his body twists and begins to shrink back into his feline form. His bones crunching as he kneels soon, he lets out a soft meow as he sat, looking up at everyone, purring softly.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Hopper paces the little control room as they all wait for the soldiers to reach the destination. The lab tech keeps his eye on the screen, monitoring the soldier's movements as they slowly draw closer and closer to the area Will marked as the hot spot of it all.

"Almost there, ladies."

"Roger."

"All right, stay frosty, boys."

Finally, they made it to the area that Will stated that the monster didn't want anyone there. When Hopper looks at the screen, he frowns in realization.

"Wait. That's where I was."

"What?"

"It's that damn graveyard." Hopper says to Owens.

The soldiers scan the area, but they couldn't see anything, "Sir, there's nothing here."

The tech scoffs at Owens, "Looks like your kid's full of shit, Doc."

Suddenly, low growling erupts from one of the tunnels and the soldiers draw their guns towards the sound.

Hopper and Owens snap their heads as growling is made from the speakers.

"Got some kind of fog moving in now."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Amelia sighs as the soldier shows her the cafeteria, "Do you need an escort back, ma'am?" He asks.

She shakes her head, "No, thank you." She walks up to the bars and looks at the food they had serving. She scoffs, "Yummy." Nothing looked edible. But it'll have to do. A woman walks up to her and Amelia gives her a small smile. "Hi, um, what kind of sandwiches do you have?"

"We have ham, baloney, salami, turkey..."

"Um, I guess I'll take two ham and cheese sandwiches. Two baloneys with mustard. And...do you have pizza?" She asks.

The woman nods, "We have many selections."

"I'll take a pepperoni slice, please. Oh, and do you have any candy bars?" Amelia asks.

"The vending machine is right around the corner." The woman points.

Amelia nods, "Thank you. I'll be right back to pick up the food." She says and moves towards the corner while they were fixing her food.

In Will's room, Will was overwhelmed with guilt as he whimpers softly, tears filling his eyes.

"I'm sorry." He stammers.

Joyce and Bob perks up, frowning in confusion how Will was acting, "What? What do you mean, sweetie?" She asks as Mike sits up, listening to what he was saying.

Shuddering, "He made me do it." He whimpers.

"Who? Who made you do what?" Joyce frowns.

"I told you. They upset him. They shouldn't have done that. They shouldn't have upset him." He begins to cry softly as Mike's eyes widen in realization.

"The spy." He gasps and turns to run, "The spy!"

"We've got movement."

Down below, they tech scans the screens and sees movement that was heading towards the soldiers.

"You've got company, fellas."

Mike rushes towards the soldiers that blocked the exit, holding him back. He needed to warn them all! They were coming! They were coming!

"Whoa, whoa!"

"I need to get through! It's a trap! It's a trap! I need to warn them. It's a trap!" Mike shouts over and over as Bob holds him back.

Suddenly, a thick fog erupts from the tunnels. Blinding all the men from their enemy that lurked in the darkness.

"I can't see shit!"

"Where are they? Where are they?"

"They're right on you!"

Before everyone knew it, the soldiers were attacked by the army of Demogorgons. All Hopper and Owens could hear was gunfire and screaming mixed with growling.

Joyce continues to calm Will down, but he was so upset for what he just did. He struggles to warn his mother but the monster was restraining him.

"Will, sweets, talk to me. You got to help me understand." She begs.

Straining to talk, "It's too late." Will grunts out.

Hopper watches in horror as the creatures overpowered the soldiers, ripping them all apart as they screeched in triumph.

Amelia hits the button on the vending machine, sighing in annoyance as the candy bar gets stuck, "Figures."

Suddenly, she gasps and looks up as she hears growls erupt in the air. She looks around in terror. A horrible feeling overpowers her. Something was happening. She looks around and sees no one affected by the sounds. As if she was the only one who could hear it.

"Oh, my god." She gasps.

Will slowly relaxes, giving his mother a blank look, "You should go now. They're almost here."

Hopper moves towards the glass shield and hears growling slowly approaching them. Screeching down below in the darkness. Drawing closer and closer. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Growling lowly, the demogorgons make their way up towards the glass shield. One single small creature, crouching like a dog, growls lowly at the humans behind the glass. Hopper and Owens look at the creature, seeing the familiarity of its features.

"Mother of God." Owens gasps out.

It looked at all the humans around them. Hopper and Owens look at the creature in shock. It had no eyes but...it was like it could see them anyway. It slams itself against the glass but it couldn't break through

"It's... it's polycarbonate. It can't get through." Owens stutters.

Growling louder, as if it was calling out, more creatures crawl out of the hole. The creatures begin to slam themselves against the glass. Over and over, till it begins to crack.

"Mother Mary and Joseph." The tech gasps as everyone backs away in caution.

The glass continues to crack more as the creatures violently slam against it.

"You sure about that glass?" Hopper asks as they back away.

Owens backs away further and slaps his hand over the alarm button. Sounding the alert that there was a breach and for everyone to take cover!

Mike and Bob snap their heads up as the alarms go off, "What the hell?" Bob frowns.

"We're too late." Mike gasps.

"What?"

"We're too late!" Mike shouts and rushes back into the room as the soldiers take off to find out what was going on.

"What's going on?" Joyce turns, frowning in confusion.

"We're under attack." Mike pants out.

Amelia gasps and looks up as the alarms were going off, "Jim!" She gasps and takes off running to find him.

"What's going on down there? Does anybody copy?"

Everyone rushes out of the control room, urging them all to run for it. Hopper and Owens take off as fast as they could to get out of the room right before the glass shattered behind them. Hopper slams the door shut and Owens locks it. But it wasn't enough, the monsters were too strong.

"Stairs! Stairs!" Owens shouts and urges Hopper towards the emergency stairs while the others ran for the elevator.

The techs and doctors rushed to escape the creatures, but the elevator was too slow to shut.

Mike quickly grabs a syringe, holding it up.

"We need to make Will sleep." He says urgently.

"What?" Joyce frowns at him.

" He's a spy. If he knows where we are, so does the shadow monster." He states.

Will begins to panic, "He's lying!" He shouts.

"He killed those soldiers. He'll kill us, too!"

Will begins to scream over and over and Joyce tries to hold him down, "He's lying! He's lying! He's lying! He's lying! He's lying!"

The soldiers that were assigned to watch over them heads towards the elevator as they see it stopping at their level. It dings and opens. Inside were several bodies of doctors and nurses being eaten by the creatures.

The creatures stopped chewing on the bodies and see the men, "Shit!" They begin to fire their guns, but it wasn't enough.

Bob jumps at the sound of gunfire nearby, "Those are gunshots!" He shouts.

Will continues to scream, "He's lying! He's lying!"

"Okay, Will, Will, listen, listen. Do you know who I am? Do you know who I am?" Joyce demaned him to answer her.

Will frowns at her, "You're...You're... You're Mom."

She sighs, she could see he was still there, but Mike was right...the monster was in there, too. She turns and grabs the syringe, loading it up with medicine to knock him out.

"Hold him down."

"No! No! Let go! No! No! Let me go! Let go! No, let me go!" Will shouts and fights Bob and Mike, but they were too strong.

"I'm sorry. I'm sorry. I'm so sorry." Joyce whimpers.

"Let me go! Let go! Let me go! No! Let go! Let me go! Let me go!" Soon, Will quietens down.

Amelia grunts as she slides to a stop, slamming into the wall, but doesn't stop running. She gasps and skids to a halt as a Demogorgon stands in her way with a loud growl. It rushes towards her, growling loudly.

Amelia holds her hands up and shouts in ancient Latin. The Demogorgon roars in pain and falls to the ground, sliding across the floor and dies at her feet. Panting, she gasps as she hears gunshots behind her and more growling. She takes off running again, struggling to reach Will's room. Hoping that Jim was there.

Hopper and Owens rush into the room and first thing they see is Joyce holding a syringe and Will was passed out. Jim looks around when he noticed that Amelia wasn't in the room.

He looks at Joyce in fear, "Where's Amelia?"

Before she could answer, he turns fast as the sound of loud growling was made and the wooden door was being torn apart.

"We gotta go. We gotta go." He says and rushes to pick up Will, carrying him as he leads them all out of the room and turns fast down a hall. They race to avoid the monsters that were attacking everyone in the building.

Everywhere they went, monsters attacked soldiers and doctors, gunfire was going off left and right. People screaming everywhere.

"Come on!"

Joyce whimpers as they run, finding a way out, but they were trapped.

Hopper leads them towards a room that looked like a small security room with camera monitors. Watching almost every corner of the building. Bob gasps as he looks at the screens.

"Oh, my God." He says in shock.

Everyone looks and sees the monsters on the screen. They were everywhere. Killing everyone in their path.

"Oh, my God." Hopper scans the screens, searching for Amelia. "Come on, Babe, where are you?" He whispers. "Where are you?"

"There!" Mike points at one screen.

Everyone looks and sees Amelia slowly walking down a hallway, looking all around in terror.

Amelia didn't like the fact that it grew quiet so quickly, but she could still hear the creatures. Somewhere...lurking in every corner. Every shadow. She had to be careful. She slowly goes to a corner and peeks down the hallway. It seemed clear, but she can't be too careful. She sees the path that led back towards the room. She looks down the hallway again and quickly makes her way towards the path.

Suddenly, she skids to a halt and gasps as she sees a Demogorgon slowly walking around the corner, moving towards her.

"Oh, god." She whispers and slowly backs away. She was too close to call forth her powers. One word and it could rip her apart. Whimpering, she tries to find some way to protect herself.

Hopper's heart drops to his stomach as he watches the screen, "Oh, no. No." He gasps.

Amelia backs away further as it follows her. Whimpering, she prays to the goddess for her safety and protection.

With a loud snarl, it pounces her, sending her to the floor and holds her down. Amelia lets out a scream as it roars in her face.

"No!" Hopper shouts and soon, the power goes out all over the building, leaving them in the dark. Hopper was frozen as he looks at the dark screen. He gasps and backs away in horror. He falls to onto a seat, still frozen. That couldn't have happened. It couldn't. He can't lose her. No. No.