All is quiet save for the faint sound of "Angel" by Madonna coming from El's room.

The song continues from a pink boombox on the dresser. Max, dancing, sings along using a hair brush as her microphone.

El is sitting on her bed flipping through teen magazines featuring the cutest boy actors of the era such as Ricky Schroder, Rob Lowe, Jason Bateman, and, obviously, Ralph Macchio.

El, looking through the glossy and super-trashy "Superteen", opens it to the poster centerfold.

Ralph Macchio. Posed comfortably, standing with his hands tucked into the front pockets of his rather tight-fitting blue jeans, perfectly quaffed black hair, smooth bronze skin, wearing a stylish blue and black sweater.

El gasps and smiles.

"Oh! You found Ralph Macchio." Max comments, chuckling.

"Macchio?" El repeated wanting an answer.

"Yeah! He's the Karate Kid," Max karate chops the air, "Hai-yah!" Max falls into laughter, "He's so hot, right? I bet he's an amazing kisser, too."

A look of realization slowly but surely, washes over Max's face giving her the biggest grin El has ever seen come from her.

"You know who else is super hot?" Max starts up again.

El leans her head forward, expecting an answer.

Max smiles, "Chris."

"Chris?" El repeats louder, furrowing her brow.

She did not see that coming

"Why?" El asks, questioning Max's ability to judge people.

This would be Eleven's first conversation about Chris and one she will soon want to forget.

"Haven't you seen how gorgeous his face is? I mean he's nice, funny, fit– he's practically perfect. How have you not noticed this?" Max states, clearly fantasizing about him.

El queries whether Max has even talked to him. El lives with Chris, she has noticed Chris' "gorgeousness" but has never taken it into consideration. It still crosses her mind every now and then, how Chris just eerily shows up. Maybe El's still getting used to the fact that she doesn't know who he is but everyone else seems to know.

Another thought about boys comes over Max's mind, "Hey, um, is Mike a good kisser?"

El is shy about the topic, "I don't know. He's my first boyfriend."

"Ex-boyfriend." Max corrected.

That sucked the fun right out of the air even more.

"Hey, don't worry about it. Okay? He'll come crawling back to you in no time, begging for forgiveness. I guarantee you, him and Lucas are like, totally wallowing in self-pity and misery right now. They're like," Max mocks Mike crying, "Oh, I hope they take us back. God, what I wouldn't give to see their stupid faces." Max says.

A sudden thought comes to El's mind. Max takes immediate notice.

"What is it?" Max asks, noticing a thought come across El.

~Later~

Static noise comes from El's boombox.

El is sitting cross-legged in front of the dresser. She puts on a black blindfold.

"Is this really gonna work? Holy shit, this is insane!" Max interrupts excitedly.

"Max." El says shutting Max up.

"Yeah, quiet. I'm sorry." Max apologises.

Distorted voices can be heard, only for El, until the voices begin to be concentrated.

"What's wrong with me? What did I do wrong?" One of the voices says. It's Mike's voice.

"Nothing." Lucas comforts Mike.

El's in a black void. El is observing from a distance. She's not wearing the blindfold. We're in Mike's basement, but it's not really Mike's basement. It's the In-Between. That's the safe space where El can go to spy, which is between her and her target's space. It's a black void; no beginning, no end, no sky, and no ground– save for a thin veil of water; a kind of pseudo reflective pool.

Mike is lying on his back on the couch eating nacho-cheese-doritos; Will is setting up "Will the Wise's" D&D campaign at a table and Lucas is pacing back and forth. Chris seems to have made his way back to the Boy's from his trip to the forest, he is lying on the floor with his head facing the stairs, listening to Mike's annoying rant.

"What did I do wrong? What could I have done wrong?" Mike continues to question.

"Mike, do I have to go through this again?" Lucas exaderates.

Back in Hopper's cabin, El says to Max, "I see them."

"What are they doing?" Max asks.

"Eating."

The coffee table in Mike's basement is littered with candy, empty bags of Doritos, and cans of New Coke.

"I don't understand what I did to deserve this." Mike rants.

"Nothing! Nothing! That's my whole point. . . you are the victim here!" Lucas furthermore explains.

"I know. It's just, why is she treating me this way– I don't know. . . "

"Mike– " Lucas exasperates.

"What did I do wrong? WHAT DID I DO WRONG?!" Mike demands aggressively.

"Mike. . . Mike, stop. Just relax. Relax. Okay? Stop asking rational questions."

El gets closer. It's a bewildering site to her.

"I know, I know, you're right." Mike agrees.

"Yeah." Lucas states.

"Because women act on emotion and not logic." Mike states, believing that he has finally solved the case of the "Female".

"Precisely. It's a totally different species." Lucas yet again agrees, stating another "fact" about the "Female Species".

Back in Hopper's cabin, El updates Max of what's happening, "They say we are species."

"What?" Max asks, confused.

"Emotion, not logic." El states.

"What?!"

Chris has had enough of Mike's rant and onslaught of lies, "Mike, WILL YOU SHUT UP!" Chris stands, "You continuously lie to yourself stating stupid facts about things you, have no idea about. And your whole rational question, 'What did I do wrong?' is just you clouding the fact that you screwed up yourself. You made-up that lie, you didn't come clean. This is not anyone's fault, it's yours."

El's shocked by this sudden burst of outrage.

Mike did not like it, not one bit, "Well how would you know about the whole "Female Species" and the situation I'm in, if you've never been in a relationship yourself! When was the last time you had ever talked to a girl? Have you ever talked to one in your whole life? No, you haven't."

Silence.

Chris lie's back down onto the floor and turns his back towards Mike. Mike feels sorry and wishes he could take back what he said, maybe he was a bit rational about the whole situation, Chris is right, it is his fault.

El walks closer towards Chris, until she is right next to him. El bends down, closely examining Chris' face for any sign of negative emotion. She had not detected anything at her first glance but out of nowhere Chris shoots up and looks at El directly in the eyes. El stumbles back in both concern and distraught. He looks at her as-if he could lash out at any given moment. It was a death-stare, but not a playful one, it was a "I will tear you limb from limb" death-stare, as if he was staring into her soul. Chris stands up remaining eye contact. El backs away slowly, cautiously. Chris eerily follows.

He extends his hand towards her shoulder but instead he grabs a book from a shelf that El couldn't see through the In-Between. El sighs, slightly relieved, but nonetheless scared for dear life.

Chris tries to shed some light into this thick, heavy atmosphere that has been created between Mike and himself.

"You have 'Tales of Untold Legends' in here? I've never seen a complete copy." Chris says holding the book front-on to Mike.

Mike also decides to cut the heavy atmosphere, "Oh, yeah, I haven't quite read it yet. But I'm going to read it, at some point."

In Hopper's cabin, El is unsure on how to describe what has just happened with the argument, and the little dilemma between herself and Chris, "Chris, disagrees with Mike and. . . Mike, hurts Chris' feelings?"

Max seems to understand, but it is unclear, "Wait, really?"

"Yes."

Will is more focused on his campaign than talking about girls and relationships.

"Guys, it's ready." Will says, indicating that they need to play.

"Will, not right now." Lucas says.

"So what, Chris is still single and Max and El broke up with you and Mike. What else is there to talk about?"

"Tons." Lucas rebuts Will's argument.

"Yeah, there is way too much to talk about." Mike says.

Mike lets out a huge guttural burp.

"Dude. you can smell the nacho cheese."

Lucas says to Mike, "I got that beat."

"What?"

"Oh, no." Says Will.

"Evacuate!" Chris says, bolting up the stairs.

Mike tries to stop Lucas before it's too late, "No, Lucas, no."

Lucas lifts his right leg and lets out a massive, somewhat time-consuming, fart.

El abruptly takes off her blindfold. The fart echo's through El's mind for a moment, before she bursts out laughing.

"What, what happened?" Max asks.

El is now in full-blown hysterics. Max doesn't know what's going on, but she starts laughing anyway.

Just then, the girls hear Hopper's truck pull in.

The truck comes to an abrupt stop.

Hopper comes stumbling in and closes the door behind him. Intoxicated and carrying a bottle of wine from Enzo's. He can hear music coming from El's bedroom.

"Hey! HEY!" Hopper says while rushing to El's bedroom door– which is closed, "When I say three-inches, three– "

Hopper bursts through the door.

"Do you knock? Jeez!" Max remarks, slightly startled.

"Yeah! Jeez!" El repeats.

"Oh, oh, oh, oh. Hey. I'm sorry. I thought that, uh– " Hopper slurs.

"Mike's not here." Max answers, finishing Hopper's sentence for him.

"Max wanted to have. . . a sleepover. Is that. . . okay?" El asks.

"Yeah. Yeah. Yeah," Hopper agrees, he starts to talk to Max, "You parents know about it?"

"Yup."

"Uh, yeah, it's cool. Yeah. That's– that's really cool."

Awkward silence.

"Do you need something?" Max asks, breaking the silence.

"Uh, no, no. I'll leave, I'll just let you. . . I'll leave you. . ."

Before finishing his sentence, Hopper closes the door.

Hopper stands idly and stares into a void before a sly smile, then a big grin.

After pouring himself a glass of wine, turning on the television, Hopper flops down on his Lazy-Boy recliner. He kicks off his shoes, crosses his legs and sits back. Totally content and very proud of what he'd accomplished. Master Class in Parenting by James Hopper.

Max and El are sitting beside each other on the bed. In front of them is their very own, unique, spin the bottle game. A red-coloured game board (about one-square-foot), a six-and-a-half-ounce glass coke bottle as the spinner, and written on yellow pieces of construction paper in black marker, scattered around the edges of the board, are the names of the other players. Steve, Nancy, Mr. Clarke, Mr. Wheeler, Dustin, Mrs. Wheeler, Chris and the one El just finished writing: Billy.

"Ready?" Max asks.

"Ready." El repeated.

El spins the bottle. It comes to stop at Mr. Wheeler.

"Mr. Wheeler." They say in unison.

"Ugh, boring." Max commented.

"Yeah, boring." El repeats, agreeing.

"Spin again." Max insists.

"Against the rules?"

"We make our rules."

Max and El share a chuckle before El spins the bottle. Stops at. . .

"Billy." They say in unison.

Max sits up and walks to the dresser. She picks up the boombox and the black blindfold and brings them back to the bed.

"Okay, look. I should just warn you, that if he's with a girl or doing something gross, just get out of there right away before you're scarred for life." Max warns El.

"Max– " El says.

"No, I'm just saying, I'm serious. He's really gross."

"Max!"

"Okay. Shutting up now."

Max turns the dial on the boombox to static. El puts on the blindfold.

El is standing in the black void. Then, she notices Billy's blue Camaro Z28 idling with the headlights turned on. The blue California license plate (PCE 235) remains attached to the car, just under the driver's side headlight.

El approaches the driver's side of the Camaro and continues walking alongside. The windshield is smashed.

El gets to the black of the vehicle. The truck is open, We can hear a girl whimpering.

Off in the distance, El sees Billy kneeling down. His back is turned to El.

The pained whimpering of a girl continues.

Back in the cabin, El's nose is starting to bleed. Left nostril.

"I found him." El notifies Max.

"What's he doing?" Max asks.

"I don't know."

Billy is still kneeling; back turned to El. El slowly approaching.

"Don't be afraid." Billy says, El can hear him.

In the cabin El updates Max on what's going on, "He's. . . on the floor– "

She gets closer to Billy.

"It'll be over soon." Billy continues to talk.

El also continues to talk to Max, " –talking to someone."

El slowly approaches.

"Just stay very still." Billy finishes.

Billy stands as the girl's whimpers and gasping for air become louder.

"Billy!" The girl cries out full of fear.

Just then, Billy quickly turns and locks eyes with El.

In the basement of Brimborn Steelworks, Billy is standing, looking behind him. Almost like a mirage, we see an image of El flickering, but not quite clear. Billy shifts his whole body to the mirage. His eyes widen as the flickering image he sees is about to become clear.

From the In-Between, El can see Billy evaporate into smoke.

El's breathing pattern increases. Tears fill her eyes. This is just like what happened with Chris, except Chris tried to cloud it and was somewhat more innocent than Billy's diabolical look in his face.

In Hopper's cabin, El tears off the blindfold, gasping for air. Her nose is bleeding; she is shivering with fear and a sense of insecurity comes over her.

"What is it? What happened?" Max asks anxiously.

El, shaking, in shock, locks eyes with Max.

El has to get out of there, she needs a breather, to process things. El comes out of her room to find that Hopper's fast asleep on his Lazy-boy with the TV still on, playing a movie quietly. She turns the corner towards the kitchen, Chris is standing right there in front of her, immobile, over the kitchen sink.

How did he get here from Mike's house in no less than seven minutes, without a vehicle?

Chris turns around and sees El standing there, staring at him. He is holding a spoonful of cereal in his mouth and the other hand is holding a bowl. Chris finishes his mouthful and puts his spoon back in the bowl.

"You're still up?" Chris asks, pointing at her.

"Max is having a sleepover here." El answers, she is slightly comforted by the fact that Chris looks a lot less scarier than Billy.

"Really? That's pretty cool." Chris says, nodding his head.

He takes another scoop of cereal.

Awkward silence.

"All right, I'm going to bed." Chris states, breaking the silence.

El nods and slowly heads back into her bedroom, and closes the door behind her.

"Are you alright?" Max asks.

"Chris is here."

"Wait, Chris? Why is he here?"

"He sleeps here."

"Woah, you must be lucky." Max comments.

El takes time to soak this in. Lucky?

~Morning - The Wheelers~

It's raining, windy. Apparently a perfect day for Ted Wheeler to be out mowing the front lawn.

Lucas is sleeping on one couch, Mike on the other.

Just then, Medieval music blasts from a small cassette tape player/recorder.

Mike and Lucas jolt awake. Will is dressed in a royal purple wizard costume– complete with a wooden staff taller than he.

"What are you doing?" Lucas asks, still waking up.

"Yeah, Will, can you turn down the music?" Mike also asks.

"Please address me by my full name." Will requests, ignoring Mike and Lucas' questions and demands.

"What?" Mike asks.

Will bangs his staff on the floor.

"My full name!" Will demands.

"Oh, my God! Okay, Will the Wise, can you please turn down the music?" Mike pleads.

"That is not music. That– is the sound of destiny! I have seen into the future, and I've seen that today is a new day. A day– free of girls!" Will exclaimed proudly, trying his best to motivate Lucas and Mike.

"What is happening right now?" Lucas asks.

"Will, come on." Mike begs.

Will hovers over his D&D board, he continues to speak, yet again ignoring Lucas and Mike, "A tribe of villagers are under threat from an evil force from the swamps of Kuzatan. (coo-zuh-tawn)"

"Will, it's too early."

Will stands tall.

"Is it? Is it, early, Michael?"

Mike and Lucas shoot each other a look.

Will continues, "Tell that to the villagers crying for your help; the children so frightened, they cannot sleep. Are you truly going to let them perish? Or are you going to come to their rescue and become the hero's you were always meant to be?"

Lucas raises his hands for a question.

"Uh, can I at least take a shower first?" Lucas asks.

~Later~

Max and El are walking. They're on their way to Max's house.

"It's gonna start pouring soon. We should be at the mall, or, like, watching a movie or something." Max suggests.

"You don't believe me?" El questions.

They walk across an abandoned lot and onto cherry lane.

"I believe you saw some super weird stuff, totally, but you said Mike has sensed you in there before, right?" Max clarifies.

El nods in agreement.

"So maybe it was just like that. Maybe Billy and Chris just sensed you somehow."

"But the screams." El mentioned.

"Yeah, I know, but here's the thing– when Billy is alone with a girl, they make, like, really crazy noises." Max made note of.

"They scream?"

"Yeah, but, like happy screams."

El is frustrated, "Happy screams? What is happy screams?"

It pains Max to try and tell El something so un-innocent, "It's like– I'm just gonna lend you my Mum's Cosmo."

They get to Max's house, stopping at the end of the driveway.

"His car's not here," Max states as she turns to El, "You really want to do this?"

El nods.

Max opens the door and enters– slowly. El is close behind.

"Why do I get the feeling we're gonna find all kinds of wrong in here?" Max says to herself.

The room is a mess. Dirty clothes are strewn about; the bed isn't made; heavy metal music plays on the radio; a plate used for an ashtray is sitting next to some cassette tapes.

Max walks to the bedside-table. She opens the drawer.

Penthouse magazines stacked neatly.

"Ugh. Gag me with a spoon." Max continues closing the drawer.

El opens the door to the bathroom and switches the light on. Max is behind her as they both enter. The bathtub to their right is full of water and empty plastic bags that were once filled with ice cubes. El stands over the tub.

"Max?" El asks.

Max stands beside El for a moment before reaching onto the water and pulling out a bag.

Max holds out the dripping bag, "Ice. It's just ice. It's probably for his muscles, or something. He works out like a maniac."

El's breath is trembling. El visually scans the room. She notices some blood on the doors under the sink counter.

El opens the door and checks under the sink. She pulls out a small green garbage bucket.

"El, what is it?" Max asks, concerned.

El reaches into the bucket and pulls out a red lifeguard first-aid-kit. Then a plastic yellow marine whistle attached to a lanyard. The whistle and lanyard are blood stained.

~At Scoops Ahoy~

Erica Sinclair and friends are back for some free ice cream. Erica stands at the cash register, ringing the service bell continuously.

Robin has her back to the girls. She's studying a Russian-English dictionary and listening to the recording of the coded message on her Walkman.

Robin sighs, turns to face Erica, and removes the headphones.

Erica gives a final few rings to the bell, and then with a phony smile says, "I'd like to try the Peanut Butter-Chocolate Swirl, please."

Robin replies also with a phony smile and chipper attitude, "No. No more samples today."

"Why not?" Erica questions, getting serious now.

"Because you're abusing our company policy." Robin answers smartly.

Erica is getting annoyed, "Where's the sailor man?" She demands.

"Sorry, he can't help you. He's busy."

"Busy with what?"

"Spy craft."

Just outside of Scoops Ahoy, near some oversized potted rubber plants, we find Steve and Dustin watching for Russians. Steve, using the plants as cover, has binoculars.

"See anything?" Dustin asks, checking up on Steve's findings.

"Uh, I guess I don't totally know what I'm looking for." Steve answers smartly.

"Evil Russians."

"Yeah, exactly. I don't know what an evil Russian looks like." Steve remarked.

"Tall, blonde, not smiling." Dustin retorts.

"Mm-hmm?" Steve acknowledges.

"Also, look for earpieces, camo, duffel bags, that sort of thing." Dustin describes.

"Right, okay, duffel bags."

Scanning the crowds, Steve spots a suspicious couple out front of Shapes. Anna Jacobi and Mark Lewinsky.

"Oh, you've got to be kidding me." Steve murmurs to himself, slightly annoyed.

Dustin had overheard Steve's ramble, "What?" He asks.

Steve takes another look through the binoculars before answering Dustin's remark, "Anna Jocabi's talking with that meathead Mark Lewinsky."

"Dude, if you're not gonna focus, just gimme the binoculars." Dustin insists.

"Aw, Jesus Christ, whatever happened to standards?" Steve asks.

Through the binoculars, Lewinsky is basketball air-dribbling and then takes an imaginary 3-pointer. This, clearly, impresses Anna.

"I mean, Lewinsky never even came off the bench." Steve remarks, doubting Lewinsky's "talent".

Dustin is unimpressed, "Dude, you are the worst spy in history, you know that right?" Dustin snatches the binoculars from Steve's hands, "Besides, I don't even get why you're looking at girls. You have the perfect one right in front of you."

"Seriously, if you say Robin again– " Steve protests.

"Robin."

"Don't."

"Robin, Robin, Robin, Robin, Robin."

With every "Robin" that Dustin utters, Steve quickly rebuts with a, "No."

"Robin."

"No."

"Robin."

"No."

"Robin."

"No, man, she's not my type, she's not even in the ballpark of what my type is, all right?"

"What's your type again? Not awesome?"

Steve shoots a sarcastic smile, "Thank you."

Dustin mimics Steve's smiles, "Hm."

"For your information, she's still in school. And she's weird. She's a weirdo. And she's hyper. And she did drama. That's a bad look. And she's in band?" Steve scoffs in disgust, "No."

"Now that you're out of high school, which means you're technically an adult, don't you think it's time you move from primitive constructs such as popularity?"

"Oh, primitive constructs? That some stupid shit you learned at Camp. . . Know. . . Nothing?"

"Camp Know Where, actually. And, no, it's shit I learned from life."

"Hm."

"Instead of dating somebody you think is gonna make you cooler, why not date somebody you actually enjoy being around? Like me and Suzie." Dustin suggests.

"Oh Suzie. Yeah, you mean, hotter than Phoebe Cates. Yeah that Suzie. And, uh, let's think about, how exactly did you score that beautiful girlfriend?" Steve scratches his head, "Oh yeah. With my advice. Because, that's how this works, Henderson. I give you the advice, and you follow through. Not the other way around, all right, pea-brain?" Steve argues.

~At the Wheelers~

"Do you guys hear that?" Will says, waiting for an answer, before answering it himself, "It sounds like. . . thunder."

Mike, Lucas and Will are sitting at the table playing D&D. Will is the Dungeon Master. It's his campaign. And he's so enthusiastic. A boombox plays marching music to create an even more fantastic atmosphere for Will. He's put a lot of thought into his campaign.

"But no, wait! That's not thunder." Will continues.

Mike and Lucas, however, are not that enthusiastic. Like, not at all. Bored, actually.

"It's. . ." Will slams down four-D&D figures on the game board, ". . . a hoard of Juju Zombies! Sir, Mike, your action."

Mike looks to Lucas, "What should I do?"

"Attack?" Lucas suggests.

"Okay, I attack with my Flail." Mike rolls the dice.

Will checks what Mike rolled, "Whoosh! You miss. Your Flail clanks the stone, the zombie hoards lumbers towards you, and. . ." Will rolls the dice, ". . . the Juju bites your arm. Flesh tears!"

So boring.

"Ahhhhhhh! Seven points of damage."

"Oh no! My arm! Lucas, look, my arm." Mike mocks sarcastically while holding out his "severed" arm towards Lucas.

Lucas snickers.

Will is moderately taken aback, but continues the campaign– albeit with a little less enthusiasm.

"Sir Lucas, the zombie hoard roars! Do you fight back or do you run?"

Just then, the wall phone rings. Mike and Lucas lock eyes on the phone with anticipation. Will stands immediately with his wizard's staff.

"No! It's a distraction! A trap. Do not answer it." Will exclaims, while still in character.

Lucas and Mike put down their D&D books and rush to the phone.

Will breaks character in order to stop Mike and Lucas, "What, no!"

Mike gets to the phone first and answers.

"El?" He asks, his face begins to turn disappointed before answering the person on the phone, "No. Sorry, not interested." Mike hangs up, and turns around to face the others, "Telemarketers."

"Maybe we should just call them?" Lucas insists.

"We can do that?"

"I think so."

"Yeah, but what would we say?"

Will is back in character and interrupts Mike and Lucas' conversation, "We'll say nothing! The Khuisar (coo-hi-czar) tribe still needs your help."

Mike, bored out of his mind replies with, "All right, then, I'll use my torch to set fire to the chambers, sacrificing ourselves, killing the Jujus, and saving the Khuisar. We all live on as heroes in the memories of the Kalamar." (cal-ah-mar)

"Victory." Lucas says in a low-key tone, before having an unenthusiastic high-five with Mike without looking at him.

"Fine." Will says annoyed, he throws his staff and wizard hat, "You guys win," He turns off the boombox, "Congratulations."

"Will, I was just messing around." Mike says, feeling bad.

Will ignores Mike. He takes off his wizard robe and begins gathering his things. Mike walks over to the table.

"Hey, let's finish this for real." Mike insists.

"Yeah." Lucas backs up.

"How much longer is the campaign."

"Just forget it, Mike." Will says angrily.

"No. . ." Mike looks to Lucas for back up, ". . . you wanna keep playing, right?"

"Y-yeah, totally." Lucas agrees.

"We'll just call the girls afterwards."

Will yells at Mike, "I said forget it, Mike, okay? I'm going home."

"But. . . Come on, Will."

Will brushes by Lucas, shoving him out of the way, "Move!"

Will makes his way up the stairs. Mike follows Will out into the garage.

The garage door is open. It's pouring rain outside. The Wheeler station wagon is parked in the garage. Will's bicycle is beside it.

Will comes out the door and walks to his bicycle, Mike follows closely behind.

"You can't leave. It's raining." Mike says. Mike stands opposite Will, "Listen, I said I was sorry, all right?"

No response from Will.

"It's a cool campaign, It's really cool. We're just not in the mood right now." Mike continues.

"Yeah, Mike. That's the problem. You guys are NEVER in the mood anymore. You're ruining our party." Will finally responds out of anger.

"That's not true."

"Really? Where's Dustin right now?"

Mike thinks, but doesn't know.

"See? You don't even know and you don't even care and obviously he doesn't either and I don't blame him. You're destroying everything, and for what? So you can swat spit with some stupid girl?"

This ticks Mike off, "El's not stupid! It's not my fault you don't like girls."

Ouch. That one stung.

Mike realizes what he has just said. He can see the hurt on Will's face.

Mike calms down and unapologetically says, "I'm not trying to be a jerk. Okay? But we're not kids anymore. I mean, what did you think, really? That we were never gonna get girlfriends? We were just gonna sit in my basement and play games for the rest of our lives?"

Will is nearly in tears at this point, "Yeah. I guess I did. I really did."

Will gets on his bicycle and pedals away. In the rain. Head hanging low.

"Will. . ." Mike says, trying to get Will to come back.

Will pedals away, leaving Mike standing alone.

"Will! Will come on!" Mike shouts out after him.

~Hawkins Community Pool~

The pool is empty, save for a beach ball floating in the deep-end. The rain dances off the water.

Two children run past, splashing in the puddles on the pool deck, giggling.

Dozens of patrons are running about. Some taking cover, others running to their parents who came to pick them up. Some kids have rain coats, others still in their bathing attire.

Max, El park their bicycles. Max is wearing a yellow raincoat. El is wearing a red raincoat. They walk inside the building after parking their bikes.

The pool manager, male, in his 20s and a lifeguard, female, 17 are sitting in the office flipping through magazines.

Max and El come to the counter.

"Excuse me?" Max politely asks.

Without looking up from his magazine the manager says with a dry monotonous tone, "No one in the water until thirty-minutes after the last strike. And don't try and argue with me. You want to get electrocuted, go climb a tree."

"Yeah, we don't care, we're not here to swim. Or get electrocuted." Max protested, confused about the last part.

"We found this." El jumps in.

El holds up the red lifeguard first-aid kit she found in the garbage bucket at Max's house. The manager looks up from his magazine, but is completely disinterested.

"Does that belong to anybody here?" Max asks.

"Oh yeah. That's Heather's. I'll get it back to her." The manager replied.

"We could give it back to her." El insists.

"You could. 'Cept she's not here. Bailed on me today." He complains.

Max and El shoot each other a look.

"What is this? You girls want a reward or somethin'?"

"No. We're just. . . Good Samaritans." Max says sarcastically.

El notices a bulletin board on the wall behind her. She walks over to it.

The neatly organized bulletin board (about 8-feet x 4-feet) is divided into two sections. On the right: General Pool and Community notices. American flags, Hawkins Fourth of July Parade and a Lightning Warning are the most obvious postings. On the left: Meet your '85 Swim season lifeguards.

Under that heading are six photos. Under each photo is, printed in black-ink capital letters, the name of the person in the photo. In order they are: (1st row) Adam, Katie, Zoe; (2nd row) Billy, Heather, Freddy.

El is immediately drawn to the bulletin board. El's gaze is only focused on one photo–

"Heather." Max says.

The photo is indeed Heather Holloway. She's wearing a red Hawkins Pool Lifeguard one-piece swimsuit. Around her waist is the red lifeguard first-aid kit. Around Heather's neck is the yellow marine whistle and lanyard.

"Do you think you can find her?" Max asks El.

El snatches the photo off the wall.

~Moments Later~

Max and El go from shower stall to shower stall turning on the taps. They're flooding the locker room.

El finds a diving mask and silver duct tape. She covers the mask with the duct tape; ensuring that no light can get through. She needs to be in complete darkness.

El is sitting cross-legged on the flooded floor. Behind her, the showers are still running. Max takes a seat on a bench next to El. El puts on the diving mask: her blindfold.

On the floor in front of El is the photo of Heather.

In the In-Between, a white mailbox on a wooden post. Underneath the mailbox is a painted white address placard with black numbers: 1438.

El approaches the mailbox and stops. She places her hand on the mailbox.

Just then, in the distance, a red door.

Back in Hawkins' Community Pool locker room Max asks, "What do you see?"

"A door. A red door." El replies.

In the In-between, El approaches the red door. She opens it. In the distance is a white porcelain-enamelled cast iron bathtub. El slowly walks to the tub.

El cautiously approaches the tub.

When she gets there, she looks in.

Water and ice is filled to the brim of the tub. She takes a closer look.

Just then, Heather pops up. El takes a step back; startled.

Heather, gasping for air, pleads, "Help me."

Suddenly, Heather is pulled under. El screams and quickly reaches into the tub to save Heather. But the tub vanishes.

On her knees, El looks down. She can see Heather being pulled into the darkness– reaching up to El.

El gasps, reaching for Heather.

Heather's screaming continues, "Help me!"

El is in the water reaching for her. Air bubbles coming from El's mouth as she screams for Heather.

Heather sinks deeper and deeper into the abyss.

In Hawkins Community Pool, El rips off her mask, panting, frightened.

"What happened? El?" Max asks, concerned.

El's nose is bleeding. Out of breath, El collapses in her hands.

~Starcourt Mall~

Dustin and Steve are right where we last saw them.

Scanning the crowd of shoppers. A good-looking man with long blonde hair (30s), wearing dark aviator sunglasses and carrying a duffel bag walking past Sam Goody.

"Target acquired!" Dustin says.

"Where?" Steve asks.

"Ten o'clock. Sam Goody's."

"Give me that." Steve huffs, snatching the binoculars from Dustin and has a look.

It's the same blonde man. Not smiling. Definitely suspicious.

"Shit!" Steve says, surprised that Dustin's description matched perfectly, "Duffel bag!"

Steve lowers the binoculars and he and Dustin lock eyes as the man walks past Scoops Ahoy.

"Evil Russian." They say in unison.

The blonde man ascends the escalator; visually scanning the crowd. He walks the final few steps up towards his destination.

About halfway down the escalator are Steve and Dustin running up the escalator trying to catch up to the blonde man.

Steve and Dustin, weaving in and out of people-traffic, are closing in on the blonde man. He's calm, cool, and collected. Clearly a well trained Russian operative.

"Slow down," Dustin insists, indicating Steve to slow down as they would make their presence known to the blonde man.

"We're losing him." Steve says.

"You're getting too close."

Steve bumps into a man walking in the opposite direction.

"Watch it, dickwad." The man bites at Steve.

The blonde man stops and looks behind him. Steve and Dustin duck into an alcove. Steve hides behind a plant, while Dustin picks up the receiver of a pay telephone.

Dustin talks monotone into the receiver, "Hello. Yes. I am fine. How are you?"

The blonde man continues walking. Steve and Dustin resume their surveillance.

Steve and Dustin hide behind a store directory. They keep a visual on the blonde man.

The blonde man casually and confidently walks into the Jazzercize studio where about one dozen women (20s to 50s) in colourful spandex are stretching.

Steve and Dustin aren't quite sure what to make of it.

The blonde man walks to the front of the studio, resting his duffel bag on a table. He turns to face the ladies.

"All right, everyone, listen up!" He says.

The blonde man unzips the duffel bag.

He takes off his aviators, "I just have one question for you. Who. . ." He reaches into the bag, ". . .is ready to sweat?"

The blonde man pulls out a boombox.

The man with beautiful blonde hair and the cool demeanour akin to seasoned spy is, in actual fact, the Jazzercize instructor.

The women cheer!

"Okay! That's right!" The man continues.

He flicks a switch on the boombox and the song "Wake Me Up Before for Go-Go" By Wham! Plays.

"Let's start it nice and easy now!" The blonde man says to the crowd.

The man unzips his black jacket to reveal his purple tank top and finely-tuned muscular chest and biceps. He gyrates his hips, eliciting an excited cheer from the women– especially the older women– in his class.

"Yeah, ladies! Warm it up!" He says.

Dustin and Steve look disgusted. Horrified, even.

"Bring it down to your hips! Start feeling that burn– everywhere, down to the loins, right?" The man continues.

Steve's disgust turns to awe as he watches the women seductively gyrate their hips around and around. Steve's focus is now on the butts of the women.

"Come on, ladies, show me what you got." The man says.

Now the blonde man is pumping his hips; in, out; in, out.

"Slow now. Just isolate."

Dustin's reaction is pure horror.

"Ooh, tip that up. That feels good!"

Back at Scoops Ahoy, Robin is sitting comfortably on the back counter. She is reading her translated notes from a notepad in one hand, and has a drink in a Scoops Ahoy cup with a straw in the other.

"The week is long. The silver cat feeds when blue meets yellow in the west. A trip to China sounds nice if you tread lightly. Tread lightly?" Robin rehearses as she picks up her Russian to English dictionary.

A knock on the back door gets her attention.

Robin opens the sliding window and climbs through.

Robin opens the door. It's a man (30s) from Lynx Transportation. He's wearing a dark blue uniform with the name "Lynx Transportation" on the left breast.

And a dark blue cap with the name Lynx on the front. He's carrying a medium sized box.

"Delivery for you." The delivery man says.

"Thank you." Robin says, accepting the package.

Robin sets the box down behind her before accepting the man's clipboard and pen, and then signs her name for the delivery.

Her attention is drawn to the logo on the man's uniform.

After signing her name, she hands him the clipboard and pen, but doesn't take her eyes off his cap.

"Have a nice day." Says the delivery man.

"Yeah, you too." Robin replies, lost in thought.

The delivery man has a hand cart stacked with three boxes. He walks down the hallway, Robin peers out the Scoop Ahoy back door.

She notices the back of the man's uniform.

The full Lynx logo is a silhouette picture of a Lynx inside a hollow circle above the red letters, "Lynx". Under the word "Lynx" is the word "Transportation". Same as the front of the uniform, except on the back logo is the Lynx silhouette.

"Silver cat? Silver cat!" Robin quietly says to herself.

Steve and Dustin are coming back from their mission.

"Hey Robin, you're not going to believe who Dustin thought was a Russian." Steve started to say.

"You did too." Dustin adds.

"No, I did not."

"You did, too."

Robin cuts between the two bickering friends and rushes out of Scoops Ahoy.

Robin runs in and steps on the bench to get a better look at her surroundings.

"A trip to China sounds nice," Robin says to herself, looking around, "A trip to China sounds nice," She continues to look around, visually scanning the Mall's shops, "A trip to China sounds nice."

Looking on the second level. Scanning the crowds, left and right she pans the stores. Her eyes stop at the restaurant called "Imperial Panda". The logo includes a panda bear.

"A trip to China sounds nice!" Robin repeats louder.

She checks her notes.

She reads from her notepad, "If you tread lightly."

She scans around again.

Her eyes dart from left to right, until landing on the store, "Kaufman Shoes".

"If you tread lightly." She repeats.

Robin checks her notes again.

"When– when blue and yellow meet in the west." She says to herself louder.

Robin looks around.

"When blue meets yellow in the west."

She locks eyes with the clock on the wall.

Situated under a half-moon shaped window is the mall's clock. A round turquoise face; small red bars to indicate where the numbers would be if there were numbers; and larger blue and yellow bars are the hands of the clock. The little hand was blue and the big hand was yellow.

Current time is 2:22pm. If the clock was a compass, the hands would be pointing towards the east.

"Meet in the west!" Robin exclaims.

"Robin!" Steve says, catching Robin's attention.

Steve and Dustin are standing beside Robin– but not on the bench.

"What are you doin'?" Steve asks.

"I cracked it." Robin replies, happy with herself.

"Cracked what?" Steve questions.

She hops down from the bench.

"I cracked the code."

~The Byers - Night~

Lucas and Mike, on their bicycle, pedal up to the porch. It's pouring rain. They're both wearing raincoats. They drop their bikes and walk to the door. Mike bangs on the door.

"Will! Will, I'm sorry, man, all right? I was being a total asshole. Please can you just come outside and we'll talk?" Mike apologises.

Mike bangs on the door again.

"Will!" He exclaims.

Lucas walks to the window and looks inside. The lights are dim.

The pounding on the door continues, "Hey, Will!"

"Come on, man! We're sorry!" Lucas says, knocking on the glass, "Will!"

Will's not at home because he's at his fort, "Castle Byers".

Will is soaked from the bike ride to his fort. But Castle Byers is built well enough to [protect its occupants from a downpour.

A small battery-powered lamp gives off a warm glow. Will is sitting quietly, flipping through the pages of a comic book. But he's not really reading it. His focus and thoughts are somewhere else. He throws the comic down and scoffs. Will looks around at his surroundings.

Will begins to go through his memories.

"Something's coming. Something hungry for blood." Young Mike says.

Little Mike, Dustin, Lucas and Will are sitting at a table playing D&D. Happier times. Before Will went missing.

"What is it?" Young Will asks.

"What if it's the Demogorgon? Oh Jesus, we're screwed if it's the Demogorgon." Dustin exclaims.

"It's not the Demogorgon." Lucas reassures.

The memory goes away as older Will gains consciousness and looks at the pictures on the wall beside him. He notices a drawing of Will the Wise. Mike's younger voice fades into Will's mind again.

"Will, your action!" He says.

"Fireball!" Will exclaims.

The boys are playing D&D. Have fun again.

Will rolls the dice.

"Fourteen!" Will says.

"Direct hit! Will the Wise's fireball hits the Thessalhydra (Theh-sawl-hi-drah)" Mike exclaims excitedly.

The boy's cheering echoes throughout Will's mind from that great night. The echoes fade away. Will looks to the table where the lamp is.

On the table is a toy train, a model glue and paint, a popsicle stick picture frame housing an older photo of the boys at a science fair. They're holding the 1st Place Trophy. All smiles. And a picture of the boys in Halloween costumes when they were Ghostbusters is presented.

Will picks up the boys in Halloween costume when they were Ghostbusters.

All the boys when they were young, sang the Ghostbusters theme song, "Who you gonna call?"

The Boys, Lucas, Mike and Dustin park their bikes. Will is there already, waiting for them. They're all wearing Ghostbuster uniforms. They continue singing.

"Ghostbusters!"

Will stare into the picture. The voices of the younger boys linger in Will's mind for a little bit.

"Egon!" Lucas says.

"Venkman!" Will says.

Will's eyes fill with tears as the echoes of fun fade away.

"Stupid." Will says, crying more, "So stupid."

Thunder claps outside. Will rips the photo in half. Then rips it again. He throws the pieces to the ground. Will starts ripping down all the pictures on the walls of Castle Byers.

"So stupid," He sobs, "Stupid."

He grabs a nearby baseball bat.

Will comes out of Castle Byers. He takes a few steps back, sobbing, takes one last look at his fort, and then starts swinging.

He smashes the sign above the door.

Smashes the branches forming the walls of Castle Byers. It begins to collapse.

Screaming. Sobbing. The sign falls to the ground. Will was about to hit another blow to the fort but– within another flash of lightning, Chris was standing there, holding the bat.

The fort had collapsed behind Chris, making Chris turn around and let go of the bat.

"Will. Will, what are you doing?" Chris asks, concerned for his friend, soaking wet and in the rain.

Will loses the strength in his legs and crumbles into Chris' arms as they both fall into the mud. Will sobs uncontrollably.

His fort, destroyed. Lightning flashes around them as the downpour continues. Will sits in the mud, sobbing. Chris slowly gives Will some space as something has happened, it was too loud for Chris to ask, so just let Will be.

Will's childhood. . .gone.

~Starcourt Mall~

The mall clock above the food court reads, 8:43pm. The blue hand and the yellow hand are nearly perfectly aligned.

When blue meets yellow in the west.

Two heavily armed guards (male, tall, fit, early 30s), wearing all black unmarked uniforms, watch as a transport truck reverses into the docking area.

Dustin, Steve and Robin are on the roof overlooking the loading dock. Dustin is observing through the binoculars.

"Look for Imperial Panda and Kaufman Shoes." Robin indicates Dustin.

A man in a yellow raincoat (20s) whistling, is rolling a handcart stacked with three boxes. The top two boxes are labelled as Imperial Panda.

"They're with that whistling guy, ten o'clock." Dustin updates Steve and Robin.

The whistling man's yellow raincoat has the Lynx logo imprinted on the back. The man stops.

"What do you think's in there?" Steve query's.

"Guns? Bombs?" Dustin suggests.

"Chemical Weapons?" Robin also suggests.

One of the guards is standing nearby. He's not smiling.

"Whatever it is, they're armed to the teeth." Dustin indicates.

Steve wipes the rain from his eyes.

That's great." He says sarcastically.

The other guard uses his key card to unlock a set of solid steel double doors. They open. The first guard stands nearby and the whistling man awaits with his cart to get into the building.

"Hey, what's in there?" Robin asks.

"It's just more boxes." Dustin replies.

Steve hastily reaches for the binoculars, "Lemme check it out."

Dustin refuses to give up the binoculars, "No, I'm still looking."

They struggle over the binoculars.

"Lemme see it!" Steve exclaims.

"Hang on!" Dustin replies.

The binoculars slip out of Dustin's hands. They fall to the ground, making a loud noise. This catches the attention of the guards.

"Duck!" Dustin says.

Robin, Steve and Dustin take cover behind the roof's ledge.

The second guard goes to investigate the noise. He readies his machine gun.

Steve and Robin are scared. They're holding hands. They look at each other before quickly letting go.

Guards 1 and 2 creep along the side of the transport truck.

"Оставайся здесь! Посмотри на дверь! (Stay here! Watch the door!)" Guard 1 says.

The door to the roof that Dustin, Robin and Steve were on, bursts open. Guard 1 jumps out. He visually scans the rooftop.

Dustin, Robin and Steve are not there.

Dustin, Robin and Steve managed to get back inside before the Russian got to the roof. The trio head to Scoops Ahoy.

"I think we found your Russians." Robin justifies.

~In a neighbourhood street~

In the distance a figure appears. Max and El. They're double-riding on Max's bicycle. They zoom past.

The bicycle comes to a stop at the mailbox. The same white mailbox that El saw in the black void. Below the mailbox read the address marker "1438". Heather Holloway's house.

The missing lifeguard.

"Is this it?" Max asks El.

El nods.

The bolt lock to the red door dishindges and swings open all-by-itself. El and Max are standing on the threshold. El used her powers to unlock and open the door.

El and Max walk into the hall and notice a large family portrait hanging on the wall. Heather, Tom and Tom's wife, Janet are smiling. It's clearly a professionally taken photo.

"This is her house." Max says.

"What?" El asks, making Max repeat herself.

"Heather's house."

Janet's laughter coming from the dining room breaks the momentary silence.

Billy, Janet and Tom are sitting at the dining table having dinner. Billy is being very charming.

"Isn't that cute, huh?" Billy comments on something in which we cannot hear.

Janet, holding a glass of red wine, is laughing at Billy's jokes.

"He's so funny." Janet says to Tom.

Their nice meal is interrupted. Tom notices the disruption first. Then Janet, then Billy.

"Max." Billy says.

El and Max are standing in the living room, which is situated next to the dining room, staring in disbelief at the pleasant social gathering.

"We didn't mean to barge in." Max apologies.

Tom puts down his glass of wine. He's not very happy about the intrusion.

"We tried to knock, but maybe you didn't hear us over the storm." Max interprets.

"I'm sorry, who is this dripping all over my living room right now?" Tom says, angrily.

Billy chuckles and swallows his food, "I'm sorry, Janet, Tom, this is my sister Maxine." He says sarcastically happy.

Billy stands from the table. Janet is pleasantly surprised. Tom, though, is still not happy.

"Oh!" Janet exclaims.

Billy walks over to Max and El.

"What on Earth are you doing here?" Billy asks.

He is standing opposite El and Max.

"Is something wrong?" Billy asks again.

"We just wanted to make sure everything was okay." Max answers Billy.

Billy's face washes over with fake concern, "Okay? Why wouldn't it be okay?"

"Where is she?" El asks, slightly hostile towards Billy.

Heather emerges from the kitchen carrying a tray of freshly baked cookies. She looks– good as new!

"Well, they're a little burnt, I'm sorry," Heather comments on her cookies, she notices El and Max.

"Heather! This is my sister, Maxine." Billy looks to El, "And, I'm sorry, I did not quite catch your name."

"El." El replies almost instantly.

"El. Now what is it you were saying, El? You were looking for somebody?" Billy questions.

She looks over to Heather.

"I. . . I saw. . . you– " El starts, but is cut off by Max.

"Your manager. At the pool. He said you guys didn't come in to work today, so we got worried." Max says.

"Heather wasn't feeling so hot today, so we thought we'd take the day off to nurse her back to health," Billy looks over to Heather, "But you're feeling just fine now, aren't you, Heather?" Billy asks.

"I'm feeling so much better." Heather answers.

El and Billy lock eyes.

"Do you girls want a cookie?" Janet asks politely.

Heather raises the cookie tray, "They're fresh out of the oven."

El and Max say nothing. They stare in disbelief.

~Moments Later~

Billy is standing at the doorway as he watches El and Max leave. He closes the door, but continues to watch through the window. Billy's pupils are fully dilated. He's thinking.

~End of Chapter 3~