Lily Mayfield had never been privy to the gates of the Upside Down. She hadn't lived in Hawkins when the Demogorgon first attacked, leaving small openings in its wake with every strike. She'd been blissfully unaware a year later when the Mind Flayer had inhabited Will Byers, up until the gate underneath Hawkins Lab was closed. And she'd been too busy fighting alongside her friends in the mall while a gate ran wild in the basement, until it'd been shut for what they had always hoped was for good.

When she swam down through the dark, murky depths of Lovers Lake, she didn't quite know what she was searching for. She couldn't see anything in front of her, but the instant she caught a glimpse of the faint red glow, every nightmare she'd ever had, every waking thought since the summer before, was now given a face.

An eerie red light pulsed through the endless mass of vines surrounding the gate, clinging like tentacles to the mud at the bottom of the lake. She continued to swim towards the center, reaching a hand out in front of her, and as the gravity began to shift, Lily was no longer swimming, but instead was flying through the air as it spat her out, landing on the hard, cracked ground a few feet away and she groaned, shutting her eyes tightly as she attempted to catch her breath.

"Lily!" a voice exclaimed, and Lily opened her eyes to reveal Madison standing over her, offering her a hand.

"Thanks," Lily mumbled, allowing the girl to help her up to her feet, and it was only then that Lily allowed herself to take in their surroundings.

Where the mud normally lined the bottom of Lover's Lake, the ground beneath them was hard and dried out, giving it a cracked appearance. The lake was empty, with no sign of water in sight, though cliffs had still formed up above where the shoreline was in the real world. Vines not unlike the ones surrounding the gate stretched out as far as the eye could see, covering not only the ground, but everything in sight. In the distance, she could make out Reefer Rick's house and the boathouse against the shore, vines climbing up the sides of the buildings from several angles. The sky was dark, tinged with red as crimson streaks of lightning shot through the clouds, and everywhere she looked, white particles floated through the air.

She'd spent a lot of time trying to imagine what the Upside Down was like, and seeing it in her nightmares, but it had never looked quite as horrifying as this.

"Where's Eddie?" Cameron asked. "Is he safe?"

"I don't know," Lily said. "He was still on the boa-"

Lily was cut off by a yell as Eddie fell through the gate, landing with a groan a few feet away from where the girls stood. He pulled himself up into a sitting position, rising to his feet while he grumbled about their current situation.

"Son of a bitch," Eddie began, studying the scene around them as a look of horror crossed his face. "God damn it. Whose fucking idea was this? Cameron, you and I are going to have a chat later." As Eddie's eyes found Lily's, he took a step forward, an indiscernible expression taking over his features. "And what the hell were you thinking?" he demanded.

"I couldn't just let them go in alone, Eddie." she explained. "I had to help our friends."

"I'm not talking about that!" he exclaimed. "I'm not mad that you came to help them, I'm mad that you left without me! I thought we weren't getting separated again, not after all of this."

"Eddie, I-" she began, but was cut off by Steve's scream echoing in the distance, pulling all of their attention in the direction it had come from.

"Over there!" Cam exclaimed, taking off into a run, and the others followed.

Lily sprinted after them to see a group of winged creatures covering Steve's struggling form lying on the ground. The creatures were gray, batlike in appearance except for the long tail wrapped around Steve's throat and pinning him to the ground as two more attacked his sides. His blood pooled where the bats had torn into his skin, though it slowly dripped onto the ground below him. Next to him lay a discarded oar from a nearby boat, and Nancy picked it up, swinging it like a baseball bat as the nearest creature, knocking it away as it screeched and began to fly off into the distance.

"Hey there," Nancy said, out of breath, and Eddie picked up the other oar as Nancy swung hers again, getting rid of the other bat at Steve's side.

Robin lurched forward, pinning the third creature down with her boot as Nancy swung the oar again, attempting to sever its tail in two, but she was unsuccessful.

"Hold it, Robin!" Nancy exclaimed, attempting to hit it again.

"I got it," Robin confirmed.

"Kill it!" Eddie shouted. "Kill it!"

The sound of screeching grew louder around them as Lily looked up to see another bat descending on them, though she couldn't yet tell where they were coming from. She lunged behind Eddie as he swung at it, hitting it and knocking it away while Nancy and Robin continued to attempt freeing Steve from the bat pinning him down. They watched as the bat now flew towards Nancy, whose back was to the creature.

"Nancy, behind you!" Eddie shouted. "Watch out!"

Nancy screamed as the bat landed on her back, sinking its claws into her sweater, but Robin was quick on her feet as she grabbed the tail, attempting to pull it off of her.

"It's not working!" Robin exclaimed, but Maddie was hot on her heels, and together, the two began to work at prying the bat off of Nancy while Debbie and Cam moved to help Steve.

"Lily!" Eddie shouted as he swung the oar back again, and she ducked as he hit a bat hovering near where she had previously stood, though as the creature went flying back from the impact, the oar split in two. "God damn it, shit!" he exclaimed.

Lily watched in horror as a bat descended on Cameron, digging its claws into her back not unlike the one still clinging to Nancy, and as the younger of the Munson siblings began to scream, letting go of Steve in the process, Lily dove for the discarded end of the broken oar, seizing it and rushing towards her.

"Cam!" Lily exclaimed, bringing the shattered edge of the oar up to the creature and driving it into its back.

The bat began to screech, black blood dripping where the oar now lay protruding from its body, and it let go of Cameron as Lily drove the oar down to the ground, cutting the creature off mid-screech as it connected with the pavement, still stuck under the sharp wooden rod. The two girls looked back up at each other as Cam took a shuddering breath, nodding at Lily.

"Thanks for that," she said, and Lily nodded back in return.

"N-no problem," she stammered nervously.

Still pinned on the ground with Debbie attempting to pry off the other bat, Steve leaned forward, sinking his teeth into the creature's tail as it began to screech, loosening its hold enough for him to jump to his feet and pull the creature off. Robin and Maddie managed to get the bat off of Nancy, throwing it to the ground as she drove the edge of the oar through its skull. Eddie was now up against another bat, driving it to the ground with his broken end of the oar, and Steve held down his own bat with one foot, using the rest of his strength to rip the creature in half before spitting the leftover black blood from his mouth, where it stained his teeth.

"Steve," Cameron breathed, approaching the boy as she began to inspect his injuries.

"Oh Christ," Eddie sighed in frustration as the other bats retreated, the sounds of their screeching fading off into the distance. "Jesus H. Christ!" he screamed, throwing the broken piece of oar onto the ground.

"Are you okay?" Cam asked Steve, who was cupping one of his sides with one hand, and he pulled it away, seeing it slick with blood.

"Well, they took about a pound of flesh." Steve said. "But other than that, yeah, never better."

Robin walked slowly over to one of the corpses, holding the flashlight steady as she studied it. "Hey, uh, do you think these bats have, like, rabies?"

"What?" Steve asked.

"It's just that rabies are, like, my number one greatest fear, and I think we should probably get you to a doctor like, really soon because once the symptoms set in it's too late. You're already, like, dead." she explained, Steve and Cam staring back at her incredulously as she spoke.

Thunder sounded again in the distance, accompanied by the screeching of the bats, and the eight of them rushed together to see a group of the creatures descend on the gate, calling out menacingly to the teenagers, as if they were guarding their only way out.

"Alright, there's not that many," Steve whispered. "We can take 'em."

However, Steve's confidence was soon overshadowed by screeching sounds overlapping in the distance, and Lily looked up in horror to see a swarm of bats now in pursuit of the gate, and the teenagers lurking too close to the exit for their liking. The blood began to pound in her ears as she instinctively took a step back, running into Eddie, and she glanced up to see the defeated expression on his face as he shook his head, running a hand through his hair.

"You were saying?" Robin asked.

Nancy looked over suddenly, spying a way up onto the shoreline that led into the forest beyond. "The woods," she spoke up, pulling their attention as she began to run. "Come on!"

Lily was hot on Nancy's heels as they raced up the path and into the trees, dodging the vines entangled on the ground so as not to lose her balance. While after the past couple days, Lily thought she knew the woods of Hawkins like the back of her hand, however the trees now towering over them were dead, casting very little shadow to hide them from the swarm of bats overhead.

"This way!" Eddie exclaimed, taking the lead. "We can hide back at Skull Rock, wait 'em out."

By the time the teenagers had reached Skull Rock, they nearly dove under the stone formation, the air above them now thick with bats, illuminated every few seconds by a blast of red lightning. Lily sat squished between Eddie and Debbie, eyes scanning for any sign that they were in the clear, and that they were somehow safe from the dangers of the Upside Down.

After a while, the screams began to fade, leaving them alone with just the thunder, and Robin slowly crept out from under the rocks, a relieved smile crossing her face as she nodded at them that it was safe to come out.

"Oh... okay," Robin mused, eyes still scanning the sky for any sign of the bats.

"That was close," Nancy said, and the others nodded.

"Too close," Eddie added.

Steve pulled himself to his feet, taking a couple steps before slumping against the rock, dazed. "Oh sh... shit," he muttered, Cameron hot on his heels.

"Steve?" Cam asked.

"I'm fine, I'm fine," he attempted to assure her, though it came out barely more than a whisper.

"Jesus," she muttered, inspecting his wounds before turning back to Nancy. "He's losing a lot of blood. Nance, give me a hand over here, would you?"

"Yeah," Nancy said, following after them.

Lily leaned back against the rock where she stood next to Eddie, and he turned to face her, panic now lacing his features as he looked her over, inspecting her for any sign of injury. "Are you okay?" he asked, trying to keep his voice steady, and she nodded in response. "Those bats didn't get you, did they?"

"I'm okay," she assured him. "They didn't touch me. Are you okay?"

He nodded. "Yeah," he said. "I'm okay." his eyes wandered up to the top of the rocks. "I'm gonna climb up there, see if there's anything around. That's gotta be a much better view, right?"

Eddie turned, climbing up the rocks while Cam and Nancy took care of Steve's wounds, and Lily craned her neck to watch as the Munson boy surveyed the area around them.

"Do you see anything?" she called up to him, but he shook his head.

"Nah, not much, anyways." he said. "Hey, so uh, this place is like Hawkins, but with monsters and nasty shit?" he called out to the rest of the group, turning around to look back down at them.

"Pretty much," Nancy said, and Eddie nodded, taking a step forward. "Wait, watch out for the vines!" she exclaimed, stopping Eddie in his tracks. "It's all a hive mind."

Eddie stared curiously at the vines twisted around the rocks. "It's all a what?" he asked.

"All the creepy crawlies around here, dude." Steve explained. "They're like, one, or something. Step on a vine, you're stepping on a bat, you're stepping on Vecna."

"Gross," Debbie murmured.

"Shit," Eddie said, carefully attempting to make his way down from the top of the rock.

"But everything from our world is still here, right?" Robin asked. "Except people, obviously?"

"As far as I understand it, yeah," Nancy confirmed.

"So theoretically," Robin suggested, "We could go to the police station and steal guns and grenades and whatever we need to blow up those bat things that are guarding the gate."

"Yeah, I highly doubt that the Hawkins PD has grenades, Robin," Steve retorted. "But guns, yeah, sure."

"Well, we don't have to go all the way downtown for guns." Nancy said. "I have guns in my bedroom."

Eddie leapt down from the rock, landing next to Lily as he stared at Nancy incredulously. "You, Nancy Wheeler, have guns, plural, in your bedroom?"

"Full of surprises, isn't she?" Robin asked.

"A Russian Makarov and a revolver." Nancy explained.

"Yeah, you almost shot me with that one." Steve murmured.

Nancy shrugged. "You almost deserved it."

While they spoke, Eddie sighed, shrugging off his denim vest and tossing it at Steve, who looked back at him with a confused glance. "For your modesty, dude." Eddie said simply.

As Steve went to respond, the ground below them suddenly began to shake, throwing them off balance. Lily pitched forward, but Eddie caught her around the waist, pulling her back with him as they hit the ground, dangerously close to a vine less than a foot in front of her. He wrapped a leg around her tightly, holding her securely against him as the ground slowly stopped moving, and finally lay still.

"Is everybody okay?" Maddie asked, sitting up from where she and Robin had been huddled together on the ground, and Lily nodded, sitting up as Eddie rose up next to her, though they made no effort to move apart from each other.

"Yeah, so guns seem like a pretty good idea to me." Eddie spoke up, and Lily nodded.

"Yeah, me too," Robin said.

"I agree." Lily said, turning to look at the rest of them. "So, Wheelers'?"

"Yeah," Cameron agreed. "Wheelers' it is."