Will is on his back in the grass beside Mike, both of them staring up at the sky, while Lucas, Max, and El are pointing out which buildings they can see from where they're standing. In his hands, Mike struggles to turn a blade of grass into a whistle.

Will chuckles, flicking the grass out of Mike's hands. Mike looks to him with a pout, but Will rolls his eyes. "You have to use a thicker blade."

"That one was fine," Mike insists. "All the others aren't dry enough."

"I doubt all of them aren't dry enough."

"Why don't you find one for me then?"

"Oh, come on." He sits up, pokes Mike's shoulder, and gestures to the grass around them. "We'll find one together."

Mike sits up with a smirk. The two of them are rifling through the grass when Nancy's voice comes over Mike's walkie-talkie. "Mike? Are you there? It's Nancy. I need you to pick up. It's important."

Will, Lucas, Max, and El all watch Mike bring his walkie-talkie to his ear. "Hi? What's going on? Over."

Jonathan's voice replaces Nancy's. "Is Will there?"

"Yeah."

"Okay, good. We need to talk to you. Where are you guys?"

Will leans over Mike's shoulder to talk into the walkie-talkie. "Is this about Mom?"

"Mom? No. What's happened to Mom?"

Will and Mike's eyes meet. Mike holds his walkie-talkie closer to Will. "She's gone to Illinois with Hopper. We don't know why."

"Illinois?"

"Is this about the Mind Flayer then?" Mike asks.

There's silence on the other end before Nancy says, "Is there something you know that we don't?"

"Actually, yes. I think so."

"What? What is it?"

"The Mind Flayer," Will says. "He's back, and he's got a new host."

They can hear the tension through the walkie-talkie. Nancy's voice grows higher. "How do you know?"

"I can feel it."

"Also," Mike adds, "we did a test. On Billy, who's the new host."

"A test?" Nancy says. "What kind of test?"

"We trapped him in a sauna last night to see if he was even the host to begin with, and the Mind Flayer got activated." Mike chews his bottom lip, his eyebrows drawing together. "Nancy, what's going on?"

"I saw something. Like last year with Will."

Will sits up, leaning so close to the walkie-talkie he's practically on top of Mike. "What do you mean?"

"I... last night, I went to the hospital to see Mrs. Driscoll, this woman who called the paper a couple days ago about rats eating her fertilizer," she explains. "Two nights ago, we found her at her house eating her fertilizer, so she was taken to the hospital. When I went to see her, something happened. She started screaming, and I could see something black spreading around her face and her neck. It was the same thing, the exact same thing that happened to you, Will, last year."

"Okay, so this crazy old woman who was eating fertilizer-" Mike says.

"Mrs. Driscoll."

"Right, yeah, Mrs. Driscoll. What time was this attack?"

"Last night."

"Right, but what time last night?"

"Around 9:00."

Jonathan's voice grows agitated on the other end. "You waited all night to call?"

"I was waiting for the doctors to run some tests."

"Wait, Jonathan," Will cuts in. "You weren't there?"

"Well, I'm here now, aren't I?" Jonathan shoots back.

"Hallelujah," Nancy mutters.

Lucas feigns pain, and Mike rolls his eyes while Max chuckles.

"Um, so, wha-" Nancy takes a breath. "What time was your... sauna test?"

"Around 9:00," Mike, Max, and El say.

"Well, that proves it. That proves my theory."

"She's flayed," Mike says, "just like Billy,"

"Flayed?" Jonathan asks.

"The Mind Flayer. He flays people. Takes over their mind. Once they do that, they basically become him."

"If there are two flayed-" Lucas starts.

"Three," Will cuts in, meeting El's eyes. "We have to assume there are more."

"Who's the third?" Nancy asks.

"Heather," El says.

"I'm sorry, I'm lost. Who is Heather?"

"She's a lifeguard at the pool," Max says.

"Heather Holloway?"

"Yeah."

There's silence on the other end until Nancy and Jonathan both utter, "Tom."

"Who?" Will asks.

"Heather's dad," Nancy says. "He works at Hawkins Post, and he was acting strange yesterday. I thought he was on drugs, but now maybe not."

"Where are you guys?" Jonathan asks.

"The field by Nelson's farm," Will says.

"Okay, can you come home now?"

"No, we're sort of in the middle of something right now."

"What?" Nancy says. "What are you talking about? More important than figuring out what the hell the Mind Flayer is doing back in Hawkins?"

"Actually, sort of. Dustin, Steve, Robin, and Erica are underneath the mall investigating the Russians who we think reopened the gate to the Upside Down. We can only stay in contact with them through Cerebro, and we have to know if they find the gate."

"What the hell is Cerebro?"

"Dustin's ham radio."

"What are you doing if they do find the gate?"

"We'll go with El to close it."

"Won't that kill all the Flayed? Like last year, we had to burn the Mind Flayer out of you before El could close the gate or else you would have died."

Mike pulls the walkie-talkie away from Will before he can answer and says, "Nancy, we already have a plan. We make sure the gate is there, find Billy and Heather and I guess Mrs. Driscoll, too, and whoever else is Flayed and burn the shit out of them before El closes the gate. Okay? If you want to investigate some more, be my guest, but we can't go anywhere until we know what's going on with Dustin and the others. Over and out." He shuts off the walkie-talkie before Nancy can answer.

Will gives him a look of annoyance. He grabs for the walkie-talkie, but Mike lurches away, keeping it out of his reach. "What the hell, Mike?"

"What the hell, yourself. We're not going anywhere until Dustin tells us if the gate's down there. We've been waiting around here for-" He checks his watch. "-nearly three hours. We're not moving until we hear from them."

Will rolls his eyes. "I know that, Mike, but we could have told Nancy and Jonathan to come here instead."

"Well..." Mike shrugs. "Maybe they'll come anyways. You told them where we were, didn't you?"

"Yeah, but that's not the point."

Max clears her throat loudly when Mike attempts to say more. She eyes him before saying, "Can we focus on the fact that we now know Billy and Heather aren't the only Flayed?"

"Yeah," Lucas says. "If there's that many Flayed, then how are we supposed to burn the Mind Flayer out of all of them at once?"

"Wait," Will says, "you heard what Nancy said about Mrs. Driscoll, right? Her attack was the same time you three did the sauna test on Billy. She must have reacted to the heat when Billy did even though she wasn't near it. Maybe all we need is to burn it out of Billy, and we burn it out of all of them."

"Okay..." Mike holds out his hand, counting down on his fingers. "So first, we have to find out if the gate's really under Starcourt. Then, if it is, we need to find Billy to burn the Mind Flayer out of him. Once that's done, then El can close the gate."

"What if the gate isn't there?" Max asks.

"Then we go to Plan B."

"What the hell is Plan B?"

"We go straight to finding Billy and burning the Mind Flayer out of him."

Lucas raises his hands. "Whoa, whoa, whoa. You were the one who said we can't just burn it out of him. We have to deal with the Mind Flayer."

"I know, but I don't know how."

Will looks at El. "Do you know how to defeat the Mind Flayer?"

She shakes her head. "No."

"It's fine. If the gate isn't there, we can always figure out another way to find it."

Mike huffs. "And what way is that?"

"I don't know."

"Wait," Lucas says, "remember how we first found where the gate was?"

Will and Max shake their heads, but Mike and El lean forward a bit.

"Compasses," Lucas explains, pulling one out of his pocket. "We'll know for sure where the gate is if we follow our compasses."

They quiet down when Dustin's voice comes over the radio. "Hey, Will," he says in a low voice. "We're out of the hallway. Over."

"Really? What do you see? Over."

"Not much yet. Different hallways. Oh, shit." He stops talking and the radio cuts out. After a long pause, he comes back on. "That was close. There are Russians everywhere. Over."

"Relax," Steve says. "All right? Relax. Nobody saw..." There's another long pause. "Shit! Jesus."

"What is-" Will starts to say, wringing his hands together nervously, but Dustin hushes him.

"I saw something," Erica whispers. "First floor, northwest."

"Saw what?"

"I saw a bunch of lights and machines and shit in some room. The door was open for a second."

"That could be anything," Dustin tells her.

"I'll take those odds," Robin says.

Steve huffs. "Well, Byers, what do you think?"

"As long as you don't kill yourselves getting in there, I'd check it out. Over."

There's an audible sigh before Steve agrees. "We're gonna move fast, we're gonna stay low. Okay?"

"Okay," Robin says. Will and the others wait in anticipation as the radio goes quiet.

"What do we do if they do find the gate?" Max asks. "Should we go there and get them out before we find Billy?"

"Yeah, we have to," Lucas says. "The longer they're down there, the more chances of them getting caught."

"We're in!" Dustin says over the radio. "It's a comms room. Steve just knocked some guard out! Over."

"What are you doing?" Erica asks.

"Getting us our ticket out of here," Dustin says.

"You want to walk all the way back?" Erica says.

"Well, we can hang out for a little bit," Dustin says. "Relax, have a picnic maybe."

"Guys, calm down," Will tells them.

"Don't tell us to calm down," Erica shoots back. "We're the ones stuck in a Russian base underneath the damn mall!"

"Erica!" Lucas scolds.

"You know we can get you," Will is saying. "We just needed to know, since you guys are already down there, if the gate is somewhere there."

"I don't know, Byers," Steve says. "I'm not seeing anything."

Then they hear Robin say, "Guys, there's something up there."

Pounding footsteps echo from the radio. Will sits up, his heartbeat quickening.

"Holy shit," Dustin says. "Looks like we found your gate, Byers."