As they walk up to the hospital, Will gets an uneasy feeling in the pit of his stomach. They go inside and start following Nancy to Mrs. Driscoll's room, but the woman at the reception desk yells at them swiftly. "Excuse me, where do you think you're going?"

They halt, and Nancy turns to her. "Oh, um... I was just going to visit my grandma again."

The woman puts her hand on her hip.

"And – and this..." Nancy motions to Jonathan, Will, and Max. "This is my family."

The woman gives her a look. "I don't care who they are. You know the rules. Two visitors at a time."

"Yeah, but-"

"Two!"

Nancy and Jonathan look to Will and Max. "Wait here. We'll be back soon with a plan," Jonathan says before he and Nancy rush off down the hallway.

Will and Max go to the waiting area. There's a vending machine in one corner, some chairs against the wall, and a table with a few magazines on it in another corner. While Max goes to look at the magazines, Will ducks over to the vending machine to check out what's inside. He puts in a couple quarters for a packet of Reese's pieces, and he watches the packet slowly move forward. Then it stops, stuck.

Making a face, Will rattles the machine. "Seriously?" he mutters.

Max trots up beside him. "What are you getting?" She looks to the machine and, seeing the packet of Reese's pieces wavering on the edge of the line, smacks her hand against the glass. The packet doesn't budge.

Will and Max knock on it a couple more times before Max takes out some quarters from her pocket and hands them to Will. "Here, try it again."

Will frowns at the coins in his hand. "No, it's okay." He tries handing them back to Max, but she moves her hands away. "Max, it's fine. I've got more of my own. You can get something yourself."

"Then use those to get me something, and you can use your quarters to get yours."

Will eyes her before shrugging and sticking the quarters in the machine. He gets Max a packet of Skittles, then puts his quarters in and gets himself the packet of Reese's pieces.

They take a seat in the chairs, eating their candy slowly. Will sits up straight when he feels a tingle in the back of his neck, but it vanishes as quick as it came.

Max scrunches her nose at him. "Are you okay?"

Will turns to look at her, shaking off the feeling. "Yeah, fine. The hospital just creeps me out a bit."

Nodding, Max goes back to eating her Skittles. "If we find the source, what do we do then? How does that get the Mind Flayer out of the Flayed?"

"Billy might be there. We get him, burn it out of him, and hopefully, that'll burn it out of all of the Flayed."

"I hope so." She looks to him. "You really think we'll be able to get it out of him?"

"I think we can try." He leans back in the chair. "I'm just worried about the others. What if something goes wrong, and the Russians capture them as well?"

"That won't happen. El can take them."

"I know she can take them, but they're basically going in there defenseless with no idea where Steve and Robin are. I just hope nothing happens."

Max finishes her Skittles and crunches the empty packet in her hand. "Nothing will. Don't worry. The only thing I'm worried about is how we're going to get the Mind Flayer out of Billy soon enough for El to close the gate."

Will huffs. "Yeah, I know." He leans over the side of the chair and peers down the hallway Jonathan and Nancy had gone down. "I wish I knew what Jonathan and Nancy are doing."

Max nudges him. "We could always go and see."

"The lady at the desk said only two at a time."

"Yeah, but if she doesn't see us go up, she can't stop us." Max grins menacingly, eliciting a laugh from Will.

"Okay, fine, but not right now. She'll see us for sure."

"Right, we'll wait until she's distracted..." Max turns towards Will and clasps her hands in her lap. "Will, can I ask you something?"

His eyebrows draw together. "Sure?"

"I didn't want to ask when we were with El in the field, but I was wondering... is there something going on with you and Mike?"

His heart skips a beat, but he tells himself to calm down. She can't mean what he thinks. There's no way she can know about what happened. But he can't seem to get any words out of his mouth to answer her.

"Sorry," Max says quickly. "I meant... well, I've noticed for a while now that..." Her face contorts as she struggles to come up with what to say. "You see, I don't want to offend you or anything, and I really didn't think too much about it before, but lately, it seems a bit different than earlier this summer..."

Will's panic is subsiding in exchange for confusion. "What?"

Her eyes looking to the ceiling, Max takes a breath. "Those movie dates we would go on. I guess that's when the thought first crossed my mind. Barely, to be honest, because it wasn't much. Just the situation in general, I think. I don't know exactly when, but recently it's become a bit more apparent, at least to me, that there's something... different than before. With you and Mike."

His stomach twists. "Max, what are you talking about?"

"I heard you two last night. Talking. I know it was really just talking, but then I woke up in the middle of the night to use the bathroom, and I saw his arms around you."

Will's breath hitches. When had that happened? He couldn't remember Mike having his arms around him last night.

"I'm sorry, I'm not trying to..." Her face grows worried. "Sorry, Will. Maybe I was reading the situation wrong. I'm not trying to accuse you of anything or... it's just, I thought if I was right, you might want to talk about it."

He swallows. "Why?"

"Well, I noticed Mike was a bit... you know how he is."

"Huh?"

"No, I just mean that he's been acting... dumb as hell. Treating you like garbage. I thought he only got that way with El and me, but have you noticed anything? You know, how he'll give you that look or argue with you like he does with El and me?"

"You noticed that?"

"Only a bit. I didn't think he was like that with you before. That's why I was surprised by it."

His stomach churns like a fire is burning inside him. "Who – who else has noticed?"

Max lifts her shoulders in a shrug. "No clue. Maybe just me. I haven't mentioned it to anyone, and no one's mentioned it to me. You guys aren't that obvious... but is it true then?" She shakes her head. "Sorry, you don't have to tell me."

He considers it and tries to calm himself down enough to speak by looking away from Max. His eyes land on the woman at the reception desk. Her body is facing the opposite direction, a phone in her hand. Seeing the woman occupied, Will nudges Max, hops out of the chair, and runs for it, sprinting down the hallway towards the stairwell. Max tears after him, her footsteps pounding against the tile. He doesn't slow down until he's in the doorway of Mrs. Driscoll's room. Max screeches to a stop next to him. "Where are they?" she asks as they stare into the empty room.

"I don't know." Pieces of a broken flower vase are lying on the floor, water in a puddle surrounding them. Will slaps his hand up to the back of his neck as a tingle rushes through his body. He backs out of the room.

"What is it?" Max gives him a worried look.

"Something's wrong. We need to find Jonathan and Nancy." They walk briskly down the hallway, peering into different rooms for any sign of the older teenagers. The lights flicker above their heads. Will hugs himself tightly.

"Did Jonathan still have your Supercom with him?" Max asks, holding up her own walkie-talkie.

Will bites his lip. "I don't think so."

They both jump when someone clears their throat behind them. Whipping around, they stand face-to-face with a middle-aged man who is sweating profusely. Will recognizes him from the portraits in the Holloway's house. Tom.

"Now what do you kids think you're doing?" He takes a step closer to them.

Max grabs Will's hand, stepping backwards slowly. "What did you do with Nancy and Jonathan?"

Tom grins. "Oh, don't worry, they're being taken care of."

Will's heart skips a beat. He spins around with Max, and they sprint down the hallway. Tom's pounding footsteps follow them. "Here," Max whispers and ducks into a room. They shut the door, glance about, and dive behind a surgical table. Max turns on her walkie-talkie and hisses, "Code red, this is a code red! Lucas, Mike, are you there? If anyone's there, we need you to come to the hospital. This is an emergency! Tom is here, and he's done something to-"

The door slams open, the crash of it smashing against the wall echoing throughout the room. Max shuts off her walkie-talkie, and Will covers his mouth, his hands trembling. Footsteps draw closer. The lights flicker. Max wraps her hand around Will's arm. He looks to her, and she gestures to the left side of the table. The footsteps are drawing closer from their right. Will gives her a swift nod, and they dash out from behind the table and sprint towards the door.

Max lets out a shout when Tom yanks her back by her hair and throws her to the ground. Tom then grasps Will's shirt collar and twists it in his fist. "Going somewhere?" Tom growls.

Will shoves Tom backwards, tearing out of his grasp, and rushes over to Max as she staggers to her feet. She clutches Will's arms to steady herself.

"Are you okay?" Will asks her, but her eyes grow wide.

"Watch out!" She pulls him to the side as Tom slashes a pair of scissors at them. The blades slice into his arm. Will jerks away, holding the shallow cut on his skin and ducking to the floor with Max when Tom flings the scissors at them. They barely miss Max's ear.

Before they can get up, Tom kicks Max in the face, knocking her on her back. She holds her arms over her face when Tom smashes his heel at her. Will latches onto Tom's leg, digging his nails into it, but Tom yanks his leg out of Will's hold then surges forward and grabs Will by the throat, lifting him into the air. Will chokes, clawing at Tom's hands and kicking his legs at him, struggling to take a breath. Black spots dance in his vision. His body burns. All he can hear is blood pounding in his ears. His brain feels like it's about to burst.

Air explodes into his lungs as Tom's grip on his throat releases when Max smashes Tom over the head with her walkie-talkie. Will collapses to the ground, but Max pulls him to his feet, and they stumble out of the room. As they tear down the hallway, Will lets out a hoarse cough, rubbing his throat. The back of his neck tingles. Max turns her walkie-talkie back on and screams into it, "Lucas, Mike, anyone, do you copy? This is a code red! We need you to help us! Please!"

Glancing behind them, Will realizes Tom is nowhere in sight. He slows down and puts a hand out in front Max. "Max, he's not following us."

They come to a halt. Max whips her head back and forth. "Where is he? Where'd he go?"

"I don't know." Will listens to the buzzing of the ceiling lights. The tingling in his neck grows stronger, but the dread that usually accompanies it hasn't fallen over him yet.

Max rubs her arms. "He couldn't have just vanished, could he?"

Running his hand over the back of his neck, Will watches the lights flash. "We need to find Jonathan and Nancy."

They rush through the hallways, peering into each room but finding no one, and then go to the next floor down. When they exit the stairwell, they gape at the bodies of dead doctors and nurses strewn about the floor. The wave of dread hits Will like he's jumped naked into a frozen lake. From the distance comes screaming. Will and Max look to each other before they tear down the hallway, the lights popping and crackling above their heads. Jonathan's voice echoes not far from them. They push through a door into an area of the hospital under construction and as they turn the corner, the feeling of dread in the back of Will's neck grows stronger.

Jonathan is smashing the window to one of the rooms, screaming Nancy's name, when Will and Max get to him. Max grabs at the door knob, but it's locked. Seeing as she no longer has a bobby pin, she begins kicking the door desperately as Nancy's screams emanate from behind it. Taking a step back, Will holds his forearm in front of him before rushing at the window, slamming into it as hard as he can. The glass shatters like ice, scraping the skin on his arm, but Will ignores the cuts and helps Jonathan climb through the broken window into the room. He helps Max in before jumping through himself.

"What the fu-" Max and Will gape at the meaty creature hovering above Nancy, its head turned towards them as it lets out a shriek. The lights in the room flicker. Jonathan bashes the creature in the face with a stool while Nancy staggers to her feet. Max rushes to help Nancy, but the creature, turning its attention away from Jonathan, whips a limb out at the two girls, flinging them backwards. They hit the wall and slump to the ground.

The monster turns back to Jonathan and throws him against a wall. "Jonathan!" Will screams as his brother crumples to the floor, knocked out. The monster moves closer to Jonathan, roaring. Glancing desperately at Max and Nancy who are trying to get to their feet, Will leaps in between his brother and the monster, screaming, "Go away! Go away!"

The lights above them shine brighter, blinding, until they burst, the glass shattering onto the tile floor. The monster shrieks into Will's face, spraying a slimy goo over him.

"Will!" Max shouts from the other side of the room. "Will, run!"

But there's nowhere to run. Will stares into the black eyes of the monster and screams as loud as his vocal chords let him. His neck tingles, his heart pounds, his body is cold like he's back in the Upside Down. He squeezes his eyes shut and continues to scream. A wave of searing heat falls over him. The roar of the monster turns into a deafening shriek. Will opens his eyes to see a fire blazing in front of him, searing the monster's flesh. It screeches, flinging its limbs about and staggering around the room to escape the flames. Nancy ducks around the monster, grabs the boards of wood lying on the floor, and tosses one to Max before smashing the monster in its face. Max joins in, wailing on the monster. Will shakes Jonathan until he wakes up, and they both stagger to their feet, keeping close to the wall to avoid the fire. Unlocking the door, Jonathan dashes out of the room and returns with the metal tank he'd used to try and break the window.

"Hey!" Jonathan shouts to catch the monster's attention and flings the tank at its head. It whips back, leaving a crack in the window behind it.

"Max!" Will yells from the other side of the fire. "The window!"

Max glances at it, nudges Nancy, and they begin smashing the glass. The monster flings an arm at them, but Jonathan throws a board of wood at it. Will shouts to Max when the monster turns on Jonathan, and she tosses the board of wood to Will. He sticks it into the fire until it lights up, and with all the force he can muster, he thrusts the flaming board at the monster, screaming, "Go to hell!"

The board hits the monster right in it's shrieking mouth, and the fire spreads over its flesh. It jerks back, its scream piercing the air. Will screams back at it, covering his ears. The fire spreads faster. Flinging around desperately, the monster smashes into the window behind it and shatters the glass before vanishing through it.

The smell of charred flesh hangs in the air. Nancy and Max stare wide-eyed at the window. Taking a step forward, Nancy gapes out of it and gasps. She turns and dashes out the door. Will, Max, and Jonathan meet eyes before running out as well. They sprint out the doors of the hospital in time to see the last bits of the monster ooze down a sewer drain.