Dustin and Lucas roll the kiddie pool into the gym and try to set it up. They grunt as they unroll it and try to spread it out, but the sides kept bending inward.

"This damn thing is heavy. Come on. It's upside down." Dustin grunts.

"No, this way." Lucas protests as he tries to spread it out with Dustin.

"Okay, um...How does this even work?

"Try that side."

Dusting grunts in frustration, "Son of a bitch!"

"Pull it back. Pull it back." Lucas says.

"I am!"

"One, two, three." Lucas counts and they try to fling it out to spread, but it made it worse.

"Shit!" Dustin shouts in frustration.

Nancy and Mike were trying to break into the gardener's supply building, but to their disappointment it was locked with a padlock. Nancy yanks on the lock and grunts in frustration. She moves away to look for a rock, but Mike tries to be the tough guy and tries to ram it with his body. But he grunts and groans in pain as he grips his shoulder.

"Stand back." Nancy says and brings a rock down over the lock, breaking it loose.

Mike's eyes widen in surprise, "Whoa."

Together, they start loading up their wheelbarrow with garden hoses. They each carried one and begin to walk back towards the gym, but Nancy was growing curious about Mike's new friend, Eleven.

"What did she even eat?" She asks.

Mike frowns in confusion, "What?"

"Eleven."

"Oh. Candy, leftovers, Eggos...She really likes Eggos." He says, shrugging.

She couldn't help but chuckle, "I knew you were acting weird. I just...I thought it was because of Will." She confesses.

"I knew you were acting weird, too. I thought it was 'cause of Steve." He says.

Nancy stops pushing the wheelbarrow, "Hey...No more secrets, okay? From now on we tell each other everything." She states.

Mike nods, "Okay. Do you like Jonathan now?" He asks.

Startled by his question, "What? No. No, it's...it's not...it's not like that." She says and Mike nods, not believing her one bit, "Do you like Eleven?" She asks.

Now it was his turn to be shocked, "What? No. Ew. Gross."

Nancy frowns, but laughs inside, knowing he was lying. Her brother's first girlfriend. She was so proud, but they needed to get back to the gym.

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

Eleven sat in a classroom with Joyce and Fi as Joyce tapes up a pair of safety goggles with duct tape. Fi holds Eleven close as she rest her head against her chest, she strokes Eleven's head gently.

"This will keep it dark for you. Just like in your bathtub" Joyce explains as she holds up the goggles. She sighs and smiles at her, "You're a very brave girl. You know that, don't you? Everything you're doing for my boy...for Will...for my family..." She sighs and sniffles, "Thank you." She smiles at her. "I can tell your sister is very proud of you, too."

Fi smiles at her and looks down at Eleven, "Always." she kisses her head."

Eleven gives a soft smile and feels Joyce reach out for their hands, " Listen. I am gonna be there with you the whole time. Your sister, Gloria, we're all there for you. And if it ever gets too scary...in that place, you just let me know, okay? Let me and your sister know."

Eleven understood what she was saying, and she was very touched. No one has offered her comfort or protection, other than her sister.

"Yes." She says.

Gloria walks into the room, "Ready?" She asks.

Eleven's breath trembles softly, "Ready." She says.

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

Now that the pool was up, Nancy unrolls the hoses and hooks them up to the nearest sink. Dustin, Mike, and Lucas helped fill the pool up as Nancy was in control of the temperature. Lucas held a thermometer in the water to make sure it was at the right temperature.

"Colder!" Lucas yells when it went up up too high, "Warmer!" Now it was too cold. "Right there!" He says quickly as they reached the perfect temperature.

Hopper sets up the radio. Eleven explains when there's white noise, it can help her concentrate. And not to mention, connect herself with the dark world.

Jace and Jonathan cut open the bags of salt and begin to pour it into the water. When they believed they had enough, Dustin tests it with an egg. With the right measurements, the egg should be floating. But it doesn't.

The boys sigh in disappointment and Jace and Jonathan put a few more bags of salt into the water.

Dustin tests it again and this time, the egg was floating. Dustin chuckles as the boys pat his back. Proud that they had everything ready.

Joyce hands Eleven her goggles and she puts them on. With the help of Joyce and Hopper, they lead her into the water.

"I'm right here, Sister." Fi says as she watches her get into the water.

Eleven sighs as she lies back and floats into the water. Her sight blacken out and nothing beside the sound of the radio's static was made in her ears.

Suddenly, the lights go out in the gym and the sound of electricity surging was made. Everyone watches in alert, knowing that Eleven could be on the hunt. Fi reaches out and takes her hand. Connecting with her sister's waves, she gasps softly as she looks beyond.

"What's going on?" Nancy frowns.

Jace shakes his head, "I don't know."

"Connected to waves. I'm in the dark with sister. I see what she sees." Fi says as she continues to stare out into space.

Eleven begins to breath heavily as she concentrates on finding Will and Barbara. She snaps her eyes open and finds herself in the dark world. All alone. Until she turns to look around and sees something beyond.

"Barb?" "Barbara?" Eleven calls out.

Nancy perks up in alert and hope, waiting for answers.

Eleven walks towards to the small mound of upside down, seeing a girl lying down in the moldy dirt and grass that was covered in vines.

Fi begins to breathe heavily as a tear trickles down her eye. Gloria and Jace watches with concern. She looked so disturbed.

Eleven gasps when she was close enough to see Barbara's dead body and squelching noises was made from her mouth as a slimy slug-like creature crawls out and trails over her lips. Leaving a long trail of slime.

Eleven's breathing picks up in panic and the lights begin to flicker.

"What's going on?" Nancy asks.

Mike shakes his head, "I don't know."

"No waves. No waves." Fi's voice cracks.

"What? What are you saying, sweetie?" Gloria says softly.

"No waves. No waves." Fi cries softly.

Gloria covers her mouth in horror when she realizes what Fi was trying to tell them. Jace gasps and looks down in sadness.

"What is she talking about?" Nancy frowns at them and turns to Eleven, "Is Barb okay? Is she okay?" She asks.

Fi could hear her sister screaming in the dark world, "Gone! Gone! Gone! Gone! Gone!" Mixing with her voice in this world, "Gone. Gone."

"No waves." Fi cries.

Nancy covers her mouth and cries for her lost friend. She couldn't believe it. Barb was dead. She was dead!

Eleven continues to call out, "Gone." She was becoming distressed and Joyce could see it.

"I'm sorry. I'm so sorry." Fi cries.

Jace rubs her back, hushing her gently, "Fi, it's not your fault. It's ok. Calm down. I'm here. I'm here."  He moves to pull her into his arms, making sure he doesn't break the connection, "I'm here. It's ok." 

Fi's sobs begin to sustain and she calms, but she could hear her sister screaming and Joyce was tying to comfort her.

"It's okay. It's okay. It's okay."

"Gone. Gone!"

"It's okay. It's okay."

"Gone!"

"Hey. It's okay." Joyce says as she grabs Eleven's other hand in comfort, Eleven could hear Joyce's voice echo around her in the dark world, "It's okay, we're right here. We're right here, honey. It's okay. I got you. Don't be afraid. I'm right here with you. I'm right here with you. It's okay. It's okay. It's okay. It's okay, you're safe. You're okay, honey."

"Sister, I'm here. Remember, we're here. I'm never leaving you. I promise." She begins to hear Fi's voice echoing around her.

Soon, Eleven begins to calm in both worlds. Remembering that she had comfort and protection. She wasn't alone. She closes her eyes and takes a deep breath. When she opens her eyes, she's welcome by the sight of a fort from upside down.

"Castle Byers." "Castle Byers." She says as she reads the sign.

Joyce and Jonathan perk up in alert. Did she find Will? They waited impatiently for a word to give them a sign if Will was alive or...gone.

Eleven slowly makes her way towards the fort while Fi snaps her head up as she gasps.

"What is it, sweetie?" Gloria asks.

"Weak waves. Weak waves!" Fi gasps.

Gloria gasps in relief and sighs as tears fill her eyes.

"What?" Joyce gasps.

"Will." "Will?" Eleven speaks.

Joyce and Jonathan gasp, she found him! Fi frowns as she continues to read the waves. "Waves weak, been inside Upside Down too long." She says.

Eleven was kneeling next to Will's weak body as he lies on the old bed in his fort. His skin was pale and his breathing was slow.

"You tell him... tell him I'm coming." "Mom is coming." Joyce stutters as her voice echoes around Eleven.

"Your mom...she's coming for you." Eleven says to Will.

Will slowly opens his eyes as he sees a girl kneeling next to him, telling him that his mom was coming. He felt so weak from the air and from hiding. He was so hungry and thirsty. He wants to go home.

"Hurry." Will's weak voice echoes. "Hurry." Joyce gasps as she hears Will's weak voice call out over the radio.

"Okay. Listen, you tell him to... to stay where he is. We're coming. We're coming, okay? We're coming, honey." Joyce stutters.

"Just...just hold on a little longer. Will. Will." Eleven says to Will, but, suddenly, the signal felt like it was becoming weak.

Fi begins to breath heavily in fear, "Weird waves. Weird waves! Weird waves!" She panics.

"What?" Hopper frowns.

Then, everyone jumps as they hear growling over the radio.

"Oh, shit!" Dustin gasps.

"The Demogorgon!" Jace says in alert.

"Weird waves!" Fi's voice begins to rise, "Sister!" She yells in panic.

Eleven jumps as she hears low growling made around her and, suddenly, the fort begins to fade around her as Will disappears in a cloud of smoke.

"Will? Will!" Eleven calls out for Will, but the signal was gone. She lost him. Eleven didn't know what to do. She sits on the ground and hugs herself, rocking back and forth in terror. They could hear her whimpering over the radio.

Eleven jerks to sit up, yanking off the goggles, everyone gasp in surprise and sigh as Eleven was back. She breaths heavily in exhaustion and Joyce holds her close when she feels her shake in terror.

"Oh, okay, okay. I've got you. It's okay. I got you. I got you. I got you, honey. You did so good. Are you okay?" Joyce soothes her.

Fi moves and hugs her with Joyce, hearing her sister cry softly, "Sister." Fi whispers and feels Eleven grip on her arm and Joyce's arm.  Hearing that growl again in the dark world...it was far more beyond than any nightmare she ever had before.  

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

After getting Eleven out of the pool and wrapped up in towels, she didn't want to be away from Mike. He holds her clothes as he helps her dry off. Fi helps with Jace while Hopper prepares to go look for Will.

"So this fort. Where is it?" He sighs as he asks Jonathan and Joyce.

"Uh, it's in the woods behind our house." Joyce stutters.

"Yeah, he used to go there to hide." Jonathan nods.

Hopper moves to leave the gym and head for the truck. He knew, in order to find Will, he needs to go to the gate. And the gate was inside the lab. He had no other choice.

He turns when he hears the doors open and sees Jonathan and Joyce following him, "Hey, get back inside." He demands and Joyce scoffs at him, "What, are you insane?"

No, I'm--"

He cuts her off, "Look, if something happens to me, I don't make it back--" He states, but this time, she cuts him off.

"Yeah, but then I'll go. You stay." She says as she begins to move towards her car.

"Are you kidding me?" He yanks her back.

She gives him a deathly glare that could freeze hell, "He's my son, Hop. My son. I'm going!" She says.

Suddenly, the door opens and Gloria walks towards them, "So am I." She says.

"Wha..." Hopper scoffs at her.

"Did you hear that poor boys voice, Hopper? Did you? He's in bad shape and he's gonna need a doctor. A real doctor who he trusts. And I'll be damned if I let any of those sons of a bitches near him after what they put us through." Gloria grits her teeth.

Hopper sighs, knowing she was right. Will did sound bad and might need medical help. He scoffs and gives her room to head to the truck.  He turns as he sees Jace watching them.

"Jace, you state here and keep everyone safe." He states. 

"Unc, you were lucky last time.  They might not let you go." Jace protests. 

"Which is why you need to stay here.  Protect Fi and her sister and protect the others.  Do NOT let them take them.  Do NOT." Hopper says with a warning finger. 

Jace sighs, "I won't.  You better get your ass out of there or I'm coming in there myself.  You can bet on that, Unc." 

Hopper sighs, "God, you're stubborn like your mother." He scoffs as Jace laughs.  

"I think I get it from you." Jace snorts. 

Hopper snorts and pats Jace's shoulders, "See you around, Kid."  He turns and moves towards his truck.  

 Joyce moves to talk to Jonathan.

" Now, listen, I need you to stay here..." She says.

"No." Jonathan shakes his head, protesting.

"...and watch over the kids." Joyce says.

"No, Mom. I can help." Jonathan begs.

"Please, I need you to stay, Jonathan." She begs.

Hopper pulls up the truck by them, "Joyce!"

"Please. Please, be careful." Jonathan begs.

"Joyce, come on!" Hopper urges her.

Joyce rushes to the truck and gets in, "I'm gonna find him. I'm gonna find him." She states.

Hopper takes off with the tires screeching behind him. They needed to hurry.

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

Jonathan found Nancy alone in the hallway. She was done with crying, now all that was left inside her was anger. Anger at that creature. That monster that killed her best friend, whom she loved like a sister.

He walks up to her and sits down next to her. He didn't know what to say. What could be said?

"We have to go back to the station." She suddenly says.

"What?" Jonathan frowns at her.

"Your mom and Hopper are just walking in there like bait. That thing is still in there. And we can't just sit here and let it get them, too. We can't." She says strongly and Jonathan agreed.

He sighs softly, "You still wanna try it out?" Meaning the blood theory.

"I wanna finish what we started. I want to kill it." She says as fury clouds in her eyes. She had the thirst for vengeance. For Barbara.

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

"So this is your plan?" Joyce exclaims in disbelief as she watches Hopper cut the fence with bolt cutters and yanks it open wide enough for them to fit through.

"Worked for me before, didn't it?" He grunts.

"Well, did it?" Gloria scoffs.

"Come on, trust me." He says and gestures to go through one by one.

Once they were inside the compound, they begin to walk towards the building. The closer they got there, the louder the security guard's radio became.

"I'd like to hear your thoughts on the war. I think we're dealing with a whole different environment here."

"I'll tell you what, we always planned on the Russians massing the fire and we..."

Hopper sighs softly, he knew what was going to happen, just waiting for it to happen. Joyce and Gloria had no idea what to expect. Suddenly, light blast all around them, making the women gasp in shock.

They all freeze where they stood and begin to hear people chattering and yelling commands at them.

"Don't move!"

"All right, move in."

The sound of guns cocking was made in the air. Hopper slowly lifts his hands up in surrender and Joyce and Gloria follow along.

"It's all right. Let me do the talking." Hopper says softly.

Before they knew it, they were arrested and taken into custody by the lab.

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

Inside Upside Down, Will kept his promise and stayed where he was. He waited for his mom to come for him. But how long will it be? He was ready to go home and be safe. Safe from the monster that was hunting him.

Singing softly and weakly, Will shudders from the cold as he keeps himself calm by remembering his favorite song.

"♪ If I go there will be trouble ♪ ♪ And if I stay it will be double ♪ ♪ So, come on and let me know ♪ ♪ Should I stay or should I go now? ♪

Suddenly, growling was made outside the fort. Will sits up fast and gasps softly. He could hear it. It was moving around outside. He could hear it's growls and footsteps circling around him. Soon, the growling stops.

Will sat so still, he couldn't move. His whole body shakes in fear.

"ROOOOAR!"

The monster bursts through the fort and Will screams as he was caught. Caught by the monster.

The Demogorgon.