Finally, they've reached the laboratory in the prison. Jim slowly lifts the grate, scanning the area with his flashlight. Making sure there were no soldiers or guards. It was dark, faint lights shined in the corners. Something was definitely wrong. It was quiet, too quiet for Jim's liking. He was starting to regret letting Amelia come with them. Into the Lion's den. That's what it felt like being in the lab again. Into the Lion's den. He carefully pushes the grate off and opens the path wide as he gets out first, holding the flame thrower up in caution.

"Okay. It seems clear." He whispers and turns to reach out into the tunnel. "Come on, Babe."

Murray gives Amelia a boost and helps her up as she reaches and grabs Jim's hand. She grunts softly as she uses his hand to push herself up and out of the hole. She sighs and gasps softly as she looks around them. Seeing broken lights and debris scattered everywhere. There was struggle. Jim turns and helps Joyce out and then Murray climbs out. Jim walks ahead, keeping Amelia behind him in protection. Amelia shudders in fear as she moves with Jim, drawing closer towards the cell that held the particles. She didn't want to see Vecna again, but they had to destroy everything.

But as they approached the glass shield, it was shattered. Amelia gasps, letting out a tiny whimper of fear. Jim uses one arm and pulls her close against him, holding her in protection. The four of them turn and Joyce gasps in terror.

"Oh, dear God." Murray says in fear.

All of the containers were broken. All that held the Demo-Dogs and Demogorgons. They were gone.

"Where are they?" Amelia shudders.

"Let's find out." Jim says and moves towards the door, lightning up the flamethrower. He leads them all down the steps, back towards the control room. They were expecting guards and scientists waiting for them, and they were half right. There were guards and scientists, but...they were all dead.

Amelia covers her mouth in horror, feeling her stomach churn at the sight of dead bodies everywhere.

Suddenly, they begin to hear the sound of shaky gurgling. As Jim draws closer to the sound, they find the warden, leaning against the wall. He was wounded very badly. He just lies there, gasping for breath. They all knew he didn't have much time and they needed answers.

Murray rushes to his side and begins to ask in Russian, "What happened here?"

The warden lets out a strained wheeze of breath and begins to speak weakly in Russian and Murray translates as best as he could.

"'The monster got in. The guards, they tried to stop it. The gunfire shattered the tanks. The others came alive'." Murray translates.

"The particles. Ask him about the particles." Joyce says.

Murray asks in Russian and the Warden's face lights up in fear as he replies.

"'He says they call it 'the shadow'. The shadow went into them'." Murray translates.

"Into who?" Jim frowns, afraid of the answers.

Murray asks, but the warden begins to gasps, struggling to speak but his head slowly falls to the side and he slowly lets out his last breath. Murray sighs, shaking his head.

Amelia gasps as the loud sound of Demogorgons and Demo-Dogs bellowing through out the prison. Jim holds the flamethrower tightly in his hands. Feeling the flames whoosh. Murray turns towards the security monitors and his eyes widen at the sight.

"I think this answers your question, Jim." Murray says and points at the video of dead prisoners and guards scattered all over the prison. But what made him watch in fear were the sight of half of a dozen creatures roaming all around the prison...feasting on the bodies. Murray turns towards Jim and Amelia, "The shadow is in them."

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

After the bats left the house, Steve, Nancy, Robin, and Theo all headed towards the house and finally made it to the door, but they freeze when Steve opens the door. Inside the house...the floor was covered with vines. The tentacles slithered and rolled over the floor with wet sounds.

"Oh sh¡t. That's not good." Steve mutters and goes first, trying to avoid touching the vines.

Robin moves and her eyes widen at the sight, "Shit." She mutters.

Nancy gains her attention, "It's okay." She whispers.

Theo grunts and Robin looks over to him, "You got this...Robin." He growls softly.

Robin sighs and begins to follow Steve's footsteps. Nancy shudders softly at the sight and gasps as she feels a clawed hand on her shoulder. She looks up at Theo, fear in her eyes.

"You can do it. Just...be careful." He growls softly.

Nancy swallows hard, but nods and follows Robin and Steve. Theo snorts as he watches them and looks down at the vines, "So...it comes down to this...asshole." He snarls and moves carefully, avoiding the vines.

Together, the four of them basically hopped from one spot to another, balancing themselves to avoid the vines. They just needed to get to the stairs and, hopefully, it'll get easier from there.

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

With Max keeping Vecna busy, Erica was still inside the rocket, but she gasps when she sees headlights heading towards her. Her eyes widen in terror when she sees its was Jason and his friend. She rushes down the slide and takes off running.

"Come here, you little bitch!"

Thud snaps his head towards the window and growls lowly as he hears voices outside and footsteps running. He heads down the stairs and towards the back. From where he stood he could see Erica running away from a bigger human. He growls lowly as the human grabs her and holds her down roughly. Thud turns and stomps out the back. Lucas barely pays any attention. He was only focused on Max's safety.

He rushes back to the window to signal Erica, panicking as he pants heavily, "What the hell is taking so long?" He grits his teeth.

"Let me go, you meathead!" Erica shouts as the teenager holds her down with her arms behind her back, making her yelp in pain as he tightens his grip.

"Shut your mouth or I'll break your arms. Hear me, you little sh¡t?"

Suddenly, the guy was yanked off her with a yell and Erica quickly turns to get on her back, she gasps as she sees Thud holding him up in the air.

"Ow! Let me go! Let me go!" He yelps as Thud was holding him by his underwear, giving him an atomic wedgie.

Erica laughs, "Now who's the little shit?" She grunts as she sends her foot up, kicking him in the nuts, making him cry out in pain. "Crit hit!"

With Thud busy with the intruder, neither of them realized that Jason was in the house...with a gun pointed at Lucas.

"Jason? You can't be here right now, man."

Jason frowns at the sight of a catatonic Max sitting on the floor with her eyes rolled back, "The hell have you done?"

Lucas slowly holds his hands up in surrender, "Jason. You need to leave."

"Is this what you did to Chrissy?" Jason snarls.

"Just listen, Jason." Lucas begs him to see reason, trying to explain to him.

"Hey."

"You need to go, man."

"Hi. Can... Can you hear me?" Jason tries to call to Max, making sure she was okay.

"Jason, don't touch her. I'm not messing around." Lucas warns, afraid he'll wake her up before it was time.

"Hey."

"Please, just..."

"Hear me?" Jason continues to call out, but Max couldn't hear nor wake up. Lucas moves to stop him, but Jason snaps his gun up at him in warning, finger on the trigger, "Hey, back up! Back up!" He shouts.

Lucas gasps, holing his hands up as he backs away. Trembling in fear.

"Not another step." Jason snarls.

"Wa... Wait. We... We don't have to do this." Lucas stutters. "We don't have to do this."

"I hope you're right." Jason grits his teeth, his eyes were red and bloodshot. He looked like he hasn't slept in days. Twitchy and alert. That was a bad sign for Lucas. He couldn't make a wrong move.

"Wait" Lucas trembles.

"Is there anyone else in the house?" Jason asks.

Lucas shakes his head, he couldn't let him know about Thud, "No. No."

"Turn around."

Lucas frowns, "What?"

"Turn around!" Jason shouts.

"Okay, okay. Relax, relax." Lucas says and does what he says.

"And put down your flashlight."

Lucas slowly puts his flashlight.

"It's okay."

"Okay." Jason moves and kicks it away, not wanting any weapons on Lucas, anything that could stop him. "And empty your pockets. Empty your pockets!" He shouts.

Lucas scrambles to empty everything out of his pockets. Nothing worth killing for. But Jason wanted blood anyway. He wanted vengeance.

"Okay. Okay. Okay. Okay." Lucas pants heavily.

"Now, this is what's gonna happen. I'm gonna back away to the top of the stairs there. Then I'll watch as you wake her up from whatever the hell this is." Jason states.

Lucas turns and shakes his head, "I can't. Jason. If I wake her too soon, we all die." Lucas warns.

Jason shakes his head with a scoff, "No. You don't wake her up right now, you die, Sinclair." He warns, clicking the safety, "Just you."

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

Inside the prison, Jim leads Joyce, Murray, and Amelia down to where he fought the Demogorgon with the prisoners. Barely escaping if it wasn't for them. More of the guards surrounded the battle ground. He was pretty sure that the prisoners were dead as well. Knowing how strong these things can be, they would rip the cells like twigs.

"You shut off this fence, right?" Jim asks, knowing them so well when they were trying to free him, they must have pressed every button on the control panel to get to the right one to let him out.

"Yeah."

"Good. So you can turn it back on again." Jim says, coming up with a plan.

Chuckling uneasily, "Jim, you wanna clue us in on what you're thinking here, or are we supposed to read your mind?" Murray asks.

Jim looks around, "This pit was designed to trap monsters. We get 'em in here, we lock it up," He turns and looks up at the balcony, the height was high enough, "We rain fire from above, and we hope to hell that gives El and the kids an upper hand." He states.

Murray frowns, "Uh, okay. I'm with ya. Except for the whole, uh," He chuckles uneasily again, "'Getting them all in here' part."

"It's a hive mind. Remember?" Amelia says as she looks over towards Murray.

"She's right." Jim says and walks over towards Murray, "You draw one, you draw 'em all." He says and hands Murray the flame thrower, "You're the grill master."

"Okay." Murray mutters and takes the flamethrower.

Jim turns towards Joyce, "And you, you're the jailer. You get that fence turned on. And once they're all in here, lock that door behind 'em." He states and looks over towards Amelia, walking over to her, "You...you stay with Joyce. Okay? Keep a look out for any surprises."

"What about you?" Amelia asks worriedly.

"I'm the bait." He sighs out.

"No." Amelia shakes her head.

"Lia, listen to me. He wants me...right? Because I'm yours. He'll come after me." Jim says as he turns and heads back into the security room with her and Joyce, scanning the monitors. He finally finds what he was looking for. He points at the Demo-dog that was eating a scientist. "That one there. See him? In the laundry room? It's not far from here. He's all alone." He states.

Amelia begins to think about that night in the Mall. Her screams echoing around her as she believe that Jim was dead and gone. Taken from her. It felt like the world cried for her. Her heart ripped from her chest. Her wails blended with her screams.

Jim looks down at her frozen face, staring out into space, "Hey." He gains her attention, snapping out of her thoughts as he moves closer. "I'm gonna die someday. But not today." He says softly and reaches to stroke her cheek with a crooked grin. "I still got a date to make, remember?" He whispers.

"Jim...that night...when I thought I lost you." Her voice cracks. "I died that night with you."

"This time, it's gonna be different." Jim states as he leans down and presses his head against hers, silently promising to come back to her...no matter what.

Amelia's lips begin to tremble, "It better be. I am not having another funeral. I can't take that pain ever again." She sniffles and looks up at him.

Jim leans down and kisses her lips softly, holding her in his arm. He was determined to come back. For her. And for them. He gently strokes her stomach, feeling his children move against his hand. He wasn't going to miss anything. Not this time. He slowly and painfully lets her go, walking away to finish this once and for all.

Whispering softly in Latin, Amelia prays to the Goddess for his protection. Asking for her help during this battle. To help them all. The kids. Starshine. Protect them all.

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

Weapons up and ready, each group prepared themselves for battle as they faced their enemies. Dustin, Eddie, and Psy stood back to back with each other, ready to face the bat army as they swarmed around the trailer, screeching thunderously. The sounds of their wings flapping was deafening to their ears. Almost as loud as the powerful thunder booming outside with the red lighting. The swarm thrashed their bodies against the boards and metal, doing all they can to get to them. Psy growls lowly as he grips his axes. Swirling them in his hands. He amps up as excitement rush through him.

"Come on. Come on." He whispers softly, ready to fight.

Dustin and Eddie stood ready, but scared. They both breathed heavily. Nervous how this was going to go down. Suddenly...the screeching and the thrashing stopped. All three of them frown in confusion and looked at each other. Wondering what happened.

"Why'd they stop?" Dustin whispers.

"Think they went back to Vecna?" Eddie whispers back.

Psy tilts his head a little as his ears rotate, he was scanning for echolocation. Very softly, he could hear them. Chittering like spiders. "They're still out there. Waiting for something." He whispers.

"We can't let them leave, not until the others hit Vecna." Dustin whispers.

"Then let's let them know we're still here." Pys whispers, then raises his voice, "Hey! Hey, dipshits!" He shouts. "Give up that easy, huh?" He snorts and grunts when Eddie elbows his side.

"Shh! Is that really necessary?" Eddie whispers.

Suddenly, clattering is made and they snap their heads up with wide eyes.

"They're on the roof." Psy says.

Dustin pants heavily, "Oh, shit. Shit. Shit. Shit. Shit. Shit." He mutters as they begin to follow the noise.

They could hear them. The swarm sounded like they were trilling together. Almost communicating with each other. Psy eyes the sound, following it with Dustin and Eddie. The clattering sounded louder...by a small, round vent.

"They can't get in through there, can they?" Dustin asks and looks over his shoulder at Eddie.

Before Eddie could answer, a bat bursts through cover. Shrieking loudly. The three of them yell as Dustin rush towards it, stabbing it with his spear.

"Die! Die!"

Eddie joins in and stabs at the Bat while Dustin continues to yell.

"Die! Die! Die!" Dustin yells.

Psy yells and shoves his axe into the bat's head, chopping it off. Eddie and Dustin shout in surprise, but more were coming, fighting to get in. They even ate the dead to get through. Anything to get to them.

At the Creel's house, Nancy, Robin, Steve, and Theo managed to make it to the stairs. But they continue to try and avoid the vines. They were covering the stairs as bad as they covered the floors. Steve took the lead as they were drawing closer and closer to the attic.

"Ugh." Robin grunts in disgust, struggling to avoid the vines.

Nancy grimace and grunts, "Ugh."

Steve pants as they finally reached the top. He turns and helps Nancy and Robin. Theo growls lowly as they all stand before the door that stood between them and Vecna. Theo snarls and flings his hands out, his claws extending and sharpening. They all take a single step, but the whole house begins to rumble, causing them all to lose their step. Nancy falls backwards in to Steve's arms while Robin falls against Theo. In just a second, it stopped. They all slowly and carefully get to their feet, wondering if Vecna knew they were there...inside the house.

Robin looks down as she hears a tentacle trill by her feet. She snaps her head up at them all and yelps when the tentacle drags her to the floor and slams her against the wall, bounding her with several tentacles.

"Steve! Nancy!" Robin calls out and grunts when a tentacle wraps around her throat.

Steve, Nancy, and Theo rush to help Robin. Theo growls and claws the tentacles, ripping them apart. Steve uses an axe to chop them up, but he grunts as he feels tentacles wrap around him, yanking the axe out of his arms and sending him against the wall. Nancy yelps as she feels one wrap around her leg. She struggles to fight but screams when she's slammed against the wall. Theo growls and fights, he rips through the tentacles, not giving up. But one wraps around his neck, throttling him in the air. Theo gags and grabs the tentacle, grunting at the impact of the slams.

Psy snaps his head up as he senses Theo in trouble. He could hear them all...choking to death.

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

Jim slowly and carefully walks through the hallway towards the laundry room, gripping his assault gun tightly in his hands. In the distance, he could hear a faint rhythmic thumping sound and it sounded like it was coming from the laundry room. Amelia and Joyce both watched from the monitors, keeping an eye on his safety as he begins to reach the laundry room. Soon, he finally reaches the door and slowly opens it, holding his gun in front of him as he moves inside. Seeing the room filled with bodies. He scans the room and, soon, he hears it. The sound of flesh tearing and bones crunching agains teeth. He looks towards the other side of the room...there it was. The Demo-Dog, feasting on the body of a dead scientist. It trills softly, chittering as he eats.

Licking his lips, Jim slowly lets out a whistle, gaining the Demo-Dog's attention. It turns fast, seeing Jim and opens it's Venus-like mouth, roaring loudly. Jim quickly slams the door shut and takes off running. He could hear it's body pound against the metal, not matter how far he ran. He could still hear the roars and the metal pounding. He gasps as he hears the door burst off the hinges, running as fast as he could to get away.

Amelia and Joyce continue to watch nervously, seeing Jim run for his life from the Demo-Dog. Amelia didn't want to lose Jim. Not again.

Meanwhile, in Upside Down, Eddie, Dustin, and Psy continue to fight the bats that kept trying to push their way in through the small hole in the ceiling. No matter how many times nor how many they kill, they just keep coming. Dustin continues to yell as he spears them. Psy shouts as he axes another bat, but another tears through the dead. Eddie grunts, realizing they weren't going to stop. He rushes to grab something, anything to...plug the hole! He grabs the plunger and rushes back towards them.

"Eddie! I need you!" Dustin shouts.

"Son of a bitch!" Psy grits his teeth.

Eddie runs towards them, "Get out of the way! Get out of the way!" He yells and shoves the plunger agains the hole, blocking the bats' path.

All three of them pant heavily, exhausted from the killing. But Psy was loving it. He chuckles and rotates his arm.

Panting, "Holy shit. Holy shit." Eddie gasps.

"Nice." Dustin pants.

"Thanks." Eddie steadies his breathing.

That feeling was coming back, Psy could feel Theo's trouble, "Something's wrong." He frowns.

"Yeah, no shit." Eddie scoffs.

"No, something's happening with Theo and the others. They're in trouble." Psy states and begins to gather his weapons.

"Woah, woah, woah, where'd you think you're going?" Eddie frowns.

"We need you here. That's the plan." Dustin states.

"Well, looks like the plan just failed." Psy says sarcastically, he snaps his axes into the straps and turns towards them. "If they're in trouble, then that mean's Vecna has them. It'll be better for me to go on my own. You two stay here and keep the bats' attention on the trailer. Do whatever you need to do, but do not let them get through the gate. Got it?" He states.

"But what if we need you?" Dustin asks, scared to have their only source of protection go off and leave them.

Psy snorts as he pats Dustin's shoulder, "Are you kidding? You two? Look at yourselves. You're badasses. You guys got this." He grins and sends Dustin a wink.

Dustin and Eddie were still unsure, but they couldn't stop him. Not a demon. Psy goes towards the door, peeking out through the door crack. The Bats were still out there, but the chain-link still held. They weren't near the door anymore, they were more focused on finding a way inside. He carefully slides through the door and shuts it. Eddie and Dustin rush to lock it behind him. Watching through the window as Psy moves towards around the chain-link. He didn't want to risk unlocking anything or tearing anything apart to get out, so he decides to call his power for help.

Eddie and Dustin frown as they hear slithering sounds coming from Psy. With a step forward, Pys' body easily walks through the chain-link, molding with the metal and blends back in as he walks through. Eddie and Dustin watch with wide eyes and look at each other in shock.

Psy exhales and amps himself and takes off running before the bats noticed him.

"Holy shit!" "Holy shit!" Eddie and Dustin both exclaim in shock as they turn back to face each other. "That was awesome!" They exclaim.

Panting heavily, Psy races against time to reach his friends. Running faster than a mer human could. Not caring if he hits the vines. Let Vecna know he was coming. He had a bone to pick with him anyway. With a loud roar, he takes his axe and swipes a few vines through his path.

Dustin scans around the trailer, looking to see if there were any more areas the bats could get through. He turns towards Eddie, "Are there other vents?" He asks.

Eddie thinks about it, but suddenly, his eyes widen in realization, "Oh, shit!" He rushes towards his room, "Shit! Shit! Shit! Shit! Shit!" He shoves the door open and spies the floor vent but before he could do anything, the bats exploded from the vent, swarming all around the room. Eddie yells and shoves Dustin back. "Shit!" "Shit!" They yell as Eddie shuts the door closed.

With the swarm trapped in Eddie's room, they watch the door throttles as the swarm thrashes all around the room. Chipping the door down slowly. Eddie grabs his spear and spiked shield, preparing for the worst as Dustin backs away towards the gate.

"That's not gonna hold!" Dustin shouts and reaches to grab the tied sheets, having no choice but to abort the mission.

"Let's go! Let's go!" Eddie shouts and Dustin begins to climb through the gate. "Come on! Quickly!" He urges him to climb faster.

Finally, Dustin was through the gate and he falls on to the mattress, face first. The door was about to give out, Eddie rushes to the sheets.

"Eddie, come on!" Dustin shouts.

Eddie throws his weapons down and begins to climb, but Dustin frowns when he stops. He was scared that maybe Vecna had him, but it wasn't Vecna who stopped him...it was himself. Eddie looks up at Dustin and back to the Bats. Psy warned them to not let them get through the gate. If they both go through, what's to stop the bats? They can't close the gate. And they cannot let them into their world. They would kill so many people.

"Eddie, come on! Let's go! Eddie, you're so close! Eddie! Let's go!" Dustin continues to call out, urging Eddie to climb, but he frowns at Eddie, "Eddie.Eddie! What are you doing?" He begins to panic as he watches Eddie climb back down and grabs his spear, "Eddie, no!" Dustin shouts.

Eddie yells and one swipe took out the tied sheets. Cutting off his way out.

"Eddie!" Dustin watches Eddie shoving away the mattress, "Eddie, stop! Eddie, stop! Stop! Stop! Eddie, what are you doing?" He cries and shouts.

Eddie grabs his shield and holds his spear tightly in his hands, "I'm buying more time." He says and takes off.

"No! Eddie, please!" Dustin begs.

But Eddie was determined. He had to get the bats away from the gate...so everyone can get home. He was afraid, yes, but he had to help his friends. The swarm screeched loudly all around the trailer. Eddie rushes to one of the bikes, hearing the bats snarl behind him. Panting heavily, he rushes to pedal away, drawing the swarm away from the gate. 

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

With Max still trapped in her mind with Vecna and Lucas was held gunpoint by Jason, it was up to Thud and Erica. No matter what Max did, no matter how hard she thought, Vecna was one step ahead. Already ambushing all her friends. Killing them slowly. Thud could feel his friends were in danger. Erica watches a worry look form on his face. Erica and Thud rush into the house, searching for Lucas.

"Friends...dying." He growls with a whimper.

Erica gasps softly and begins to call out, but Thud covers her mouth quickly. Erica grunts, her shouting muffled by Thud's large hand. He hushes her softly as he hears Lucas' voice in the attic. He points to the ceiling, giving her the idea. She pants as he lets her go, nodding as they both slowly head up the stairs. Every step they took, Lucas' voice becomes louder. "No, no, you're not listening. Just listen. There... There's no cult. There never was."

When they finally reach the attic,Erica's eyes widen as she sees her brother and Jason, and Jason had a gun! Thud growls softly as they watch.

"You expect me to believe that?" Jason scoffs.

"It's the truth."

"Then why was Chrissy at Eddie's trailer?" Jason asks, demanding answers.

"She was buying drսgs."

"Liar!" Jason shouts, making Lucas and Erica flinch in fear.

"Okay." Lucas pants, holding his hands up, "Okay. Chrissy... She was seeing things. Terrible things. Things Vecna forced her to see. She was scared." He explains.

Jason scoffs, shaking his head, "No. She just needed help. That's how I know you're lying. If Chrissy was scared, if... if Chrissy wanted help, she would've come to me! Not Eddie! Not that freak! Never!" He shouts.

Lucas frowns at Jason, seeing a whole new side of him, "You're wrong about Eddie."

"No. But I was wrong about you. I never should've let you in the door." Jason snarls.

"And I never should have knocked. I thought I wanted to be like you. Popular. Normal. But it turns out, normal's just a raging psychopath." Lucas sneers.

"You have five seconds to wake her up. Four. Three..."

Suddenly, Lucas charges at Jason, making the gun go off. Thud growls and protects Erica.

"Lucas!" She shouts but Thud holds her back, protecting her.

Jason and Lucas fights and shoves each other. Punching one another as Max battles Vecna in her mind.   Jason shoves Lucas to the floor and stalks towards him. Lucas gasps as he walks over the Walkman and headphone, crushing Max's only way out.

"No! No!" He grunts as Jason yanks him to his feet and begins to punch him again. And he was winning.

"Thud! He's going to kill him!" Erica shouts.

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

Nancy, Steve, Robin, and Theo continue to be trapped against the walls, hopeless, powerless as the tentacles slowly strangle them, cutting off their air. Nancy gags and gasps. Fearing that this was the end. She sobs softly, thinking how she never got to say good-bye to her mom. Her dad. Holly and Mike. To Johnathan. To tell how she feels about Steve. She can't let this asshole win. She can't. Steve grunts and chokes, struggling to breathe. Robin whimpers and grunts. Theo growls and gags, clawing at the tentacles.

Suddenly, a loud yell is made and an axe hits the wall, chopping the tentacles off of Theo's body, making him fall to the ground. Theo grunts, coughing in fits as he groans. The tentacles snarl and fight, but Psy was stronger. He swipes the tentacles at every turn and rams the blade into the wall again, hitting the tentacles that held Nancy. Nancy gasps for air as she falls into Theo's arms. Coughing and gasping for air. Psy yells and hits the tentacles again, chopping them all to free his friends. When he feels one try to wrap around his ankle, he brings the blade down it, making it squeal. Steve grunts as he was free and Theo catches him before he could hit the floor. Psy spins and catches Robin as she falls.

Panting heavily, Nancy, Steve, and Robin stood in shock while Theo steadies his breathing, chuckling softly.

"Glad you came." Theo bro hugs him.

"Could hear your squealing a mile away." Psy snorts and pats his back.  "Glad I wasn't too late." He sighs. 

"I thought he's immortal." Steve rasps and coughs, clearing his throat. 

"I'm talking about you three." Psy snorts as he looks over towards the humans. 

The three of them look at him in worry, but relieved that he saved them.

"But I can still get hurt." Theo scoffs and rotates his sore neck.  "Let's take this asshole." He snarls as they all face the door that lead to the attic.  To Vecna. "Vecna...has Max." He says and turns towards them all and grins.  "But Eleven...has Vecna."

Nancy gasps softly, "Give her some time.  Let Eleven take care of that asshole.  If she runs into any trouble..."

Robin holds up a Molotov cocktail, "Light him up." 

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

Eddie races to get away from the Bats as far as possible, but at the same time, to keep them on his tail.  Panting heavily, he pedals as hard as he could.  Hearing the swarm shrieking loudly as the thunder continues to boom and light up the sky.  His wheeled rattled at every push he gave. 

"Come get me, you sons of bitches!" He shouts over his shoulder, grunting as he struggles to shove through the exhaustion. 

Dustin couldn't let Eddie risk his life for him. He shoves away the mattress and begins to grab everything he could use to climb up into the gate.  He grabs a chair and backs away, with the right speed and right distance, he could make it.  But if he doesn't....

"Screw it."

Dustin yells and jump on the chair and up into the gate, grabbing the edges.  He strains and struggles to pull himself up.  He really needs to lay off the pancakes! 

Eddie continues to pedal hard, but the swarm was gaining on him.  He grunts loudly as one of the bats slam into him, sending him to the ground.  He holds his shield up, protecting himself. 

Dustin struggles to pull himself through, he yells as he falls through, but he screams in pain as feels his ankle snap.  Eddie's breath became erratic as he struggles to get away from the bats.  He just wanted to run from them.  Run away.  But something stops him.  He begins to hear his own pitiful voice from the past.  He always runs from his problems, from his fears. 

"I didn't know what to do, so I... I... I ran away. I just ran, and I left her there." He can't fail Chrissy again.  He had to make it up for her.  For...abandoning her like that. "I mean, look at us. We are not heroes."

He was never the hero.  Maybe...he slowly turns towards the swarm...just maybe...he can be today.  He grits his teeth at the swarm, taking his shield in his hands and his spear, hearing it ring.  The swarm grew as big as a tornado before him.  But he showed no fear.  No more fear. 

"For Chrissy." He whispers. 

Suddenly, the swarm dives down and begins to charge.  With a loud bellow, he holds his shield up in protection, feeling the thunderous pounds they gave him and hearing their flesh tear at the spikes. 

Dustin managed to find crutch to help him walk since his ankle was no good.  He rushes as fast as he could to search for Eddie.  He managed to find him at the end of the trailer park, fighting the swarm. 

"Eddie! Eddie! Eddie!"

Eddie grunts and slices through the swarm, killing every bat that hit him, "Come on!" He shouts through the roar of thunder. 

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

Jason and Lucas continues their fight.  Charging at each other, punching, kicking to win the battle.  Lucas wasn't going to give up.  He can't give up. Jason roars as he punches and grunts in impact at Lucas' punches.  Jason was determine to bring him down.   When Lucas shoves him away, elbowing him in the gut, Jason grabs on to a beam and reaches for a vase, smashing it across Lucas' head.  Lucas grunts in pain and falls to the floor.  He whimpers and holds his hand up, begging Jason with his eyes to stop, but Jason was far gone. 

Jason stomps towards him and yells when a large figure slams into him.  Thud growls loudly as he holds Jason back.

Jason yells in fright as Thud roars down at him. 

"Thud, no!" Lucas shouts and grunts as he gets up.  "Thud! Thud!"

Growling lowly, Thud looks over towards Lucas.

"Let him go, Thud.  Let him go." Lucas pants.

Jason whimpers as Thud turns back to glare down at Jason, snarling softly.

"He's mine, Thud.  Let him go." Lucas says strongly.

Thud growls lowly and slowly puts Jason down and backs away to protect Erica.  Jason's eyes remained wide in fright as he eyes the creature.  He looks over towards Lucas, who gave him a cold glare, fury in his eyes.  "It's true.  It's all true.  I was right.  You're really are devil worshipers.  And that...that...demon is proof!"

"That demon..." Lucas snarls.  "...is my friend.  Let's finish this, asshole."

"You're damn right let's finish this, Sinclair." Jason snarls and yells as he charges at him, but Lucas was ready for him.  He punches Jason right in the face, making him stumble, but he wasn't done.  Lucas yells and continues to overpower him.

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

Amelia gasps as she feels the dark cloud suffocating her.  Something was very wrong.  Joyce turns fast and kneels next to her in worry.

"Amelia, what is it?"

Gasping softly, "Something is wrong." She grunts as her body is forced back against seat.

Joyce watches with wide eyes as Amelia's eyes roll back till she could see the whites of her eyes, "Amelia? Amelia!" She gently pats her face, "Amelia, wake up!  AMELIA!" She panics when she wouldn't wake up. 

Amelia snaps her eyes open as she stands in the middle of a blood red world.  Thunder boomed around her as pieces of a broken house floats all around her.  She gasps as she realizes where she was.  In Upside Down.  In Creel's house.  Vecna's house. She whimpers and backs away, but yelps when she bumps into a hanging body.  Teenager girl's broken body, hanging up for display.  She sobs in terror at the sight.  Covering her mouth in horror.  She gasps as she sees two more.  And hears a dark voice behind her. 

"You're right." Vecna's dark voice speaks. 

Amelia slowly turns and gasps as she sees Starshine and Max, wrapped in his vines as Vecna stood in front of Starshine.  Her heart broke as she watches her daughter sob in terror at the sight of Vecna. 

"You and I, we are different. And Papa did hurt me. But he was no monster. He was just a man. An ordinary, mediocre man. That is why he sought greatness in others. In you. And me. Hmm. But in the end... he could not control us. He could not shape us. He could not change us. Do you not see, Eleven? He did not make me into this. You did." He snarls. 

Starshine's face lights up in shock.

"At first, I believed you had sent me to my death. To purgatory. But I was wrong. I was somewhere new." Vecna moves away and looks around, thinking about when he first came here, "I became an explorer. An explorer of a realm unspoiled by mankind. I saw so many things. And one day, I found the most extraordinary thing of all. Something that would change everything. I saw a means to realize my potential. To transcend my human form. To become the predator I was always born to be."

Starshine gasps in realization, "It was... It was you. Always you." She says in shock, realizing now...Vecna...Henry...One...was The Mind Flayer.  The ruler of Upside Down. 

"All I needed was someone to open the door. And you did that for me. Without even realizing it. Didn't you?" Vecna says with a smirk in his voice.  "And then...she...came into our lives.  Amelia..."

Amelia frowns as slowly walks towards the two of them, realizing neither of them couldn't see her.   

"When you opened the door...letting my pet loose...you didn't realize you were letting others in." Vecna says, meaning Will...Mike...everyone she knew...especially Amelia.  "You...invited her in.  Without realizing it.  You call her...mother.  I shall call her...wife." He growls softly, "Her power holds the key to make my dream complete.  The moment I felt her power...it was far beyond my expectations.  And learning about her family..." A wicked grin forms on his face, "The heir we shall have...what we shall be.  Adam...and Eve." Vecna reaches up and strokes Eleven's cheek with his large hand, making her flinch. "You could have joined us, Eleven.  But...when you realized...you opened the doors for me, you chose to resist. So I sought a means to open my own doors. I sought... your power. So, don't you see? Once again, you have freed me." Vecna says.

Starshine shakes her head, sobbing softly, "No. You don't have to do this. You can still stop this."

"It is over, Eleven. Your friends have lost." Vecna states.

Amelia gasps as she hears an explosion of light and turns to see before her several visions before her.  She sees Eddie fighting a swarm of bats...and losing.  The echoing of his cries of pain and flesh tearing.  She gasps and sees Steve, Nancy, Robin, and Theo.  She looks at another and sees Jim, running from the Demo-Dog, and falling. 

"No." She sobs and looks at another, watching Lucas and Jason fighting. Lucas's eyes was nearly swollen shut and he carried a large cut on his head.  

"There is nothing... nothing you can do to stop this now. Hawkins will burn and fall. And the rest of this senseless, broken world. And I will be there. I will be there to pick up the pieces when it does.  And remake it into something... beautiful.  There was a time when I had hoped to have you by my side. But now I just want you to watch." Vecna snarls and turns towards Max.

Amelia gasps as she watches a vine begin to wrap around Starshine's neck, slowly choking her.  Vecna stands before Max as she wakes up from being knocked out.  Whimpering softly.

"Don't be afraid. Try and stay very still. No. It will all be over soon." He says softly and begins to lift his hand over her, his eyes rolling back as he unleashes his power. 

Joyce struggles to shake Amelia awake, but she wasn't budging, "Amelia, come back!  Please!  Come back!  Jim, needs you!" She calls out. 

Amelia gasps and rushes towards Starshine, "Starshine!  Don't give up.  Don't give up.  Don't let him win.  Starshine!" She grips Eleven's head, but she still couldn't hear her or see her.  But, suddenly, they begin to hear Mike's voice...calling out to Eleven.

"El? I don't know if you can hear this, but... but if you can, I want you to know I'm here, okay? I'm right here. And... I love you. El, do you hear me? I love you. I'm sorry I don't say it more. I... It's not because I'm scared of you. I'm not. I've never felt that way. Never. But I am scared that one day you'll realize you don't need me anymore. And I thought if I said how I felt, it would somehow make that day hurt more. But the truth is, El, I don't know how to live without you. I feel like my life started that day we found you in the woods. You were wearing that yellow Benny's Burgers T-shirt. And it was so big, it almost swallowed you whole. And I knew right then and there, in that moment, that I loved you. And I've loved you every day since. I love you on your good days. I love you on your bad days. I love you with your powers, without your powers. I love you for exactly who you are. You're my superhero. And... I can't lose you. Okay? Do you hear me? I can't lose you. You can do anything. You can fly. You can move mountains. I believe that. I really do. But right now, you just have to fight. Okay? El. Do you hear me?  You need to fight! You have to fight. Fight! Fight!"

Mike's voice echoes all around her and Starshine.  She laughs with Starshine when he mentions the shirt and how big it was on her.  Amelia sighs and closes her eyes, welcoming the Goddess. 

"Starshine...hear my voice.  Starshine..."

"Starshine..." Amelia's voice begins to echo around Eleven.  Eleven gasps and looks out before her, almost seeing Amelia form before her.  "Shine, my darling." Her voice calls out.  Echoing from the past. "You are the light in my darkness."

Eleven cries as she shuts her eyes, welcoming the past.  Seeing Amelia standing behind her in the mirror as she helps get ready for the Snow-Ball dance.  Smiling at her with love, like a mother who loves her daughter.

"Like a star shining bright.  Shine.  As bright as you can." Amelia whispers.  Eleven almost could feel her arms around her, hugging her body gently.  "Fight and let it all go.  Unleash your power.  Let in the Goddess. She'll help you. Fight..."

Eleven sighs and opens her eyes slowly, seeing a bright light shining before her.  At first, she was afraid.  Afraid that it was her end...but as she looks into the light, she could see the form of a beautiful woman.  She couldn't see her face, but she held such beauty and power.  This wasn't her end...this was her beginning.  She watches the woman hold out her hand and Eleven wanted to take it.  She gasps as she sees her hands were free.  She was free from her bonds.  She slowly reaches out and takes the hand.  She gasps softly as she begins to feel...warm.  As if someone has wrapped the most comfortable blanket around her body and soul.  She felt so much comfort and peace.  It made her smile through her tears.  Slowly...like a flame growing...she begins to shine.

Amelia gasps and snaps up, causing Joyce to sigh in relief, "Oh, thank god.  Oh, thank god! Are you okay?" Joyce asks.

Amelia sighs, "Shine bright, my darling." She whispers.

"What?" Joyce frowns.

Amelia snaps up as she hears Jim's screams through the monitor, seeing the Demo-Dog jump him.  She snaps to her feet and rushes out of the control room.

"Amelia!" Joyce shouts but she didn't stop.  She needed to save Jim.  To save them all.