A boy their age stands from the driver's seat and closes the door on the blue Camaro. He doesn't even park straight in the Byers' driveway. "Am I dreaming or is that you, Harrington?"

There's zero enthusiasm in Steve's voice when he says, "Yeah, it's me. Don't cream your pants."

Filly makes a face like she tastes something sour. "Cream? What?" She scoffs good-naturedly, shaking her head.

"Very cute. I'm Billy. Billy Hargrove. What's your name, sweetheart?" The interloper puts the cigarette in his mouth and holds it there while he divests himself of his leather jacket. He looks Filly up and down, taking his sweet time examining her figure.

Filly isn't sure why he's asking. Is this truly the time for introductions? Why is he calling her sweetheart? She answers, "You may call me Filly."

"It's a pleasure. You know, our names make a great match. 'Billy and Filly.' We could go out, and take it for a test drive," he suggests, smirking and striding a little closer to them. "Do you go to Hawkins?"

Another trivial question, but it's no skin off her back to answer. "I do not go to school." Why is this stranger even interested in knowing about her? Does he work for Brenner?

"She meant to say she's, uh," She can see the gears turning in Steve's head as he thinks of an excuse. "She's homeschooled."

Billy winks at her, smiling, then turns back to Steve and asks him, "And what are you doing here, amigo?" Filly thinks it's odd that he calls him that since Steve made it sound like they were not friends. Filly would not call her enemy her "amigo."

"I could ask you the same thing," Steve replies, stalking forward to meet him with Filly close behind. He shrugs his shoulders, tacking on, "Amigo."

Billy stares hard straight into Steve's eyes."Looking for my stepsister. A little birdie told me she was here."

"Huh, that's weird. I don't know her."

"Small? Redhead? Bit of a bitch?" Filly wants to tell him that she's not a bitch. Max is completely human and not a dog, but Steve had made her promise to let him do the talking.

"Doesn't ring a bell. Sorry, buddy." Steve doubles down, crossing his arms.

The wrinkle between Billy's brows gets progressively deeper. He takes another long drag of his cigarette. "You know, I don't know, This... This whole situation, Harrington, I don't know," the intruder says. He shrugs, closing his eyes and shaking his head in confusion. "It's giving me the heebie-jeebies."

Steve is motionless, deadpan with his response. Filly squirms nervously as the man gets closer and closer to her friend. "Oh, yeah? Why's that?"

Plucking the cigarette from his lips, he waves his hands around. He's exasperated, acting like Steve is pulling one over on him. "My 13-year-old sister goes missing all day. And then I find her with you, in a stranger's house, with a bruised and malnourished girl at your side. And you lie to me about it."

Steve chuckles, trying to keep the smile off his face. "Man, were you dropped too much as a child, or what?" Billy laughs out a plume of smoke and runs his tongue over his teeth. His earring dangles distractingly as Steve continues to lie. "I don't know what you don't understand about what I just said. She's not here."

"Then who is that?" He points over Steve's shoulder with the ember of his cigarette. The window!

Looking over, they see all four kid's faces huddled around the window, clear as day. "Oh, shit. Listen-" Steve starts, but is cut off by Billy pushing him hard down to the asphalt.

"I told you to plant your feet," he taunts. Billy follows it up with a stomp to Steve's stomach. Laid out flat, Steve can do nothing but groan while Billy storms past them and up to the Byers' home.

"Hey! You cannot do that!" Her instinct is to fall next to Steve, pulling the hem of his shirt up to check for evident injuries. "He can't just do that to you," Filly repeats, sniffling. Skimming her hand right above his belt, she thankfully doesn't feel any organs out of place.

"No, Fil," he protests, yanking his shirt down to cover his middle. His face is a shade more pink than it typically is. "Filly, go get the kids. I'm right behind you," he moans. The front door crashes open, then shut, and Filly knows she needs to move. She sprints away from the teenage boy to follow the other one in. Filly scrambles into the home toward the dining room. Dustin, Max, and Mike are screaming their heads off and she finds out why when she rounds the corner. Billy has Lucas held up by his collar and is shaking him against a standing bookcase in the dining area.

"Since Maxine won't listen to me, maybe you will. You stay away from her." Billy puts his face within an inch of Lucas', then raises his voice abruptly. "Stay away from her! You hear me?" He gives Lucas a few more shakes for good measure.

"I said get off of me!" Lucas drives his knee to Billy's stomach, forcing him to release his collar. When he stumbles back, Filly flies by him to shield the young boy. Billy rebounds quickly, glaring daggers at the two.

"You are so dead, Sinclair! You're dead."

Billy can't see Steve coming up behind him. Filly looks at him, pleading in her eyes, and he hardens. "No. You are." He snags Billy's shoulder, pulling him back and turning him to face him so he could lay a punch to his face.

"Steve!" Filly says in joy, along with some others. She rushes Lucas over to be with the others, hugging them all together as they are welcomed back. Filly can't help but breathe heavily, afraid for the well-being of her friends, though they are all relieved to see him.

Billy starts laughing, manically. "Looks like you've got some fire in you, after all, huh?" Billy yells, enthusiastic and energetic. He gestures wildly with his hands, almost aggressively. "I've been wanting to meet this King Steve everyone's been telling me about." He does a mock bow, putting his head down an inch and waving his arms.

"Get out." Steve pushes his with two fingers, giving him a clear indication that there is force behind it if need be. Billy pauses, but then swings for his face. Billy clearly isn't used to playing fair, going for a sucker punch off the bat. Steve ducks just in time and counters with his own swing.

Dustin makes two fists, pulling them down in a celebratory motion. "Yes! Kick his ass, Steve!"

"Get him!" Mike seconds.

Filly doesn't understand the nature of these shouts, but she still wants to participate. "Go, Steve! You are amazing!" He catches Billy with a savage right hook, then another, pushing him further into the kitchen. Billy is laughing again, even as he's getting beat. He butts up against the sink, and the shadow of the cabinets hides his hand grabbing a plate. He smashes it on the side of Steve's head, sending ceramic shards skittering across the kitchen. Steve stumbles from the hit, grunting in pain. The party quiets suddenly, worried for the brown-haired teen.

He advances on Steve who stumbles into the pantry door. He slams his fist into Steve's temple, driving him to the front room again. Billy overextends, going into the bookshelf, and quickly regains his balance. He beelines for Steve, grabbing him by his jacket. "No one tells me what to do." Billy holds him still, then headbutts him. He acts refreshed, as it gives him a second wind. "Whoo! Get up!"

He races to Steve's prone position on the living room floor, straddling his torso for better leverage. He pounds him with punch after punch, striking Steve until he bled from his mouth and nose. Filly has to do something, the kids will have to be on their own for a bit. Steve could die if this continues.

She got a running start, then leaped as high as she could onto the curly-haired teen's back. She wound her legs around his torso and her arms around his neck, wrapping him in a chokehold. He made a strangled wail, but couldn't get out much else. Billy reaches for her, trying to punch her even though she's behind him, but his strikes are weak. He can't get an angle on her. A pause, and then he stands and runs backward at the wall.

The impact compresses Filly's lungs, knocking the breath out of her, but she keeps her hold. It's the second hit that does her in, striking the back of her head on the doorjamb and then tossing her over his bowed head when she lets him go. She smashes her brow on the other side of the doorway, leaving her stunned and face down with her bottom raised in the air. "Hahaha, you see this, Harrington? Your girl is ass-up for me." Billy knows it's not true, but nothing can stop him from using it as ammo against Steve. Filly isn't sure what that's supposed to mean but she can tell it's an insult by the way he says it. All Filly can see is red streaming down one side of her vision. She presses the heel of her palm into it, hoping to stem the blood flow.

The scrawny raven-haired girl slumps to the side, facing Steve's motionless body, and her opponent leaves her be. He must have his eyes open, because Billy meets them and straddles him again, getting two more strikes to Steve's melon. The little redhead was behind him as fast as a jet, a syringe in her hand which she plunged into Billy's neck.

The muscular teen turns around to face her, but he can't focus his eyes on her. He wobbles unsteadily in Max's direction before falling like a ragdoll to the floor. She stares at the laughing puddle that is her step-brother, then grabs Steve's bat. She lifts it menacingly at him. "From here on out, you leave me and my friends alone, including Steve and Filly. Do you understand?"

"Screw you," he mumbles. The drugs worked incredibly fast. His eyes track the bat in her hands planting itself, nails and all, into the wood below his crotch. To Filly, Max looks pretty badass at that moment. She had read a little about men's particular attachment to their genitalia.

There's an audible creak when she pulls the nails from the wooden planks. "Say you understand! Say it! Say it!" she screams intensely.

He licks his lips, hesitant but knowing better than to refuse. The only things that move are his head and neck. "I understand."

"What?"

"I understand," he says a little louder.

Max accepts this and backs off. The drugs eventually win over his willpower and he passes out, enabling Max to swipe his car keys from his pocket. "Let's get out of here," she declares, holding up the keys.

As the party goes to huddle and talk through their plan, Filly crawls to the slightly older teen, kneeling to look over his face. "Hey, let us take care of him," Dustin pleads. "You're about to bleed all over his open wounds, kind of gross."

"It's fine, it only needs a few stitches. I will sew it up soon."

"Yeah, you need to take care of your wound first, you're the only one who can do that." Lucas sheepishly rubs the back of his head. He pulls out the instant ice pack and a pack of bandaids from a large first aid kit."But we can totally deal with blunt force trauma!"

"Max, would you give me a hand please?" All the color drains from the redhead's face. She wasn't squeamish by any means, but watching someone put stitches into themself up close was on another level.

Gulping, she gives in. "Sure, Filly."

"We need a needle and thread." They find them in the linen closet, tucked in a sewing kit up on the top shelf. The older blue-eyed girl brings them to the guest bathroom and snags a first aid kit from below the sink. There are scissors, alcohol, gauze, and bandages inside.

"Do you need help with this part?" Max wonders to the older girl.

"Yeah, could you hold that mirror for me?" she asks, rubbing a cotton ball soaked with alcohol over the gash on her left eyebrow that had stopped oozing blood a while ago. She trims the brow hairs so she can see the whole wound. "This should only need two." Filly places the two pieces of skin back together, pinching them with one hand. Max hands her the sanitized needle, already threaded.

She moved the mirror around so Filly could see the spot she was sewing. Max winces at every stab of the needle and even when she ties the two stitches off with square knots. "I still don't understand why you want to go to this place. I wish El wasn't going either. It's very dangerous.," she mutters, but Max hears her perfectly. She finds a washcloth and gets it wet in the sink. Filly had only cleaned a spot, but the rest of her face was still covered in blood.

"Come here," she tells Filly, who kneels in front of her. Max gently places the rag on her face, cleaning the dried blood that stains her pale complexion. She shakes her head, looking pitifully at Filly. "We think El needs our help. You said you didn't want her to end up like Bob. You can do something about it! Help us."

She gives it a fair chance. Maybe if she says no, the kids will just break out when she falls asleep and do it alone. It's what Filly would do, in their position. She would not let someone stop her from doing what she thought was necessary. "You're right," she admits after a long silence. Filly sighs, looking resigned. "I know we have not had many good interactions, and maybe started off on the wrong foot, but I will assist you with whatever you need."

"Not many- Are you joking? Filly, you're the coolest girl I know!" Cobalt blue eyes sparkle up at her looking somewhat similar to her own. "You're completely roughing it all the time. No hot showers or air conditioning, and you don't need anyone's help. You're awesome."

Filly feels embarrassed, something she has only read about but instantly identifies. "Thank you."

His vision is blurry and everything is hard to see. Steve looks around, taking in the blurs until they morph into faces. There's a can of gasoline and he's in a car. Dustin sits on his left, then Mike. He glances the other way, finding the face of an angel. "Filly?" She looks back at him, surprised. Her head is bandaged up, a wrap of white around her wild black hair, and fresh blood stains her light shirt. His eyes can barely focus on her, but she looks down at him anyway with a gentle smile.

"Steve." She holds an ice pack to his forehead and strokes the back of his neck. He shudders when her nails brush his hairline. When he goes to wipe his eyes, she switches hands to pull his own away. "Please, don't touch it. You are healing." His face hurts and so does his back. His head is pounding, making him feel like he was run over by a bus. He groans, then turns back to Dustin when he feels a hand on his arm.

"Hey, buddy," Dustin coos from his left. "It's okay, you put up a good fight. He kicked your ass, but you put up a good fight, buddy."

"Okay, you're going to keep straight for half a mile, then make a left on Mount Sinai," Lucas instructs from the passenger's seat.

The thought hits Steve that he doesn't know who's driving the car. His eyes wander over to the driver's seat. "What's going on?" he slurs. Maxine turns around to look at him, keeping her hands on the wheel. How does she even reach the pedals? "Oh, my God."

Dustin shushes him. "Relax, Steve, she's driven before."

Mike scoffs. "Yeah, in a parking lot."

"What difference does that make?" Filly questions. "She told me she was a skilled driver."

"They were going to leave you behind."

"And I said Steve will be the least of your problems if that happens." The car speeds up, The sound of the air against the car whistling in their ears even with the windows closed. Filly smiled innocently at the curly-haired boy. "Don't forget that part."

"Whoa, whoa, whoa, whoa. What's going on?" He's finally starting to wake up. "Oh, my God. No! Whoa! stop the car. Slow down."

"I told you he'd freak out," Mike prods, sounding quite proud of himself.

"Stop the car!" Steve's voice is high, fraught with anxiety. He can't believe they would do this to him, knowing he didn't approve. The only saving grace is that this isn't his car.

"Everybody shut up!" The too-young driver roars, daring any of her friends to keep yelling. "I'm trying to focus!"

Lucas dares, but for good reason. "Oh wait, that's Mount Sinai! Make a left!"

"What?"

"Make a left!"

Straining the car to catch this turn without slowing down, it throws Steve into Filly and Dustin and Mike into Steve. He puts an arm behind her head, places the palm of his hand on the door and does his best not to crush her. The car runs straight through a mailbox at the roadside, plowing it down and continuing down the dark forest path. Steve screams, holding tight onto Filly's hand. She grabs it back, strengthening her grip to show him she's there. Lucas lets out the shrillest scream of all as the car accelerates again.

"Hello!" Steve shouts when Max depresses the brake for the first time. They all slide in their seats from the rough stop.

"Whoa."

"Incredible."

"I told you. Zoomer." Max's words are the magic words and everyone flees the vehicle. The kids get their gear on and Filly stays behind, holding down the front seat for Steve to get out. Once he does, she gets her own gear together, consisting of leather motorcycle gloves, a spray-painting mask, and polarized goggles strapped around her head. She grabs a flashlight as well as a dull machete. If she swung with enough force, it could still cut the soft flesh of the Demo-dogs.

"Oh, no. Guys." Steve catches himself on the car door before the headrush sends him to the ground. "Hey, where do you think you're going?"

"What are you, deaf? Hello!" He calls to Mike who walks past, ignoring him while he ties a rope to the Camaro's front bumper. He yells at the kids who stubbornly pretend not to hear him, "We are not going down there right now, I made myself clear! Hey, there is no chance we are going into that hole, alright? This ends right now!" He snatches a pack from the trunk that Dustin had been going for, then turns around to walk away but doesn't get far. Filly calls his name, making him turn back around.

"Steve!" she shouts. It was the first time she raised her voice with him like that, but he needed it. "I know you're upset but... my sister will die without our help. Those things... When she closes the gate, they will converge on her location, and just like Bob, she will die. Then we will all die." Her face is resigned, because she's already made peace with it. If she dies today, she will die with no regrets, but she doesn't want that. She wants to live. Filly needs to live a normal life and have experiences and feel things. She wishes she could be free, the kind of "free" that allows her to walk around public places as she pleases and even go to school.

She wants the kids to be free, too.

"I know you promised that you'd keep us safe. So keep us safe." Dustin foists over a backpack with Upside-Down proof gear and his bat. Steve dons the red bandana, mechanic gloves, and swimming goggles defeatedly. Mike calls to them, letting them know the rope is ready. Steve, though frustrated, gives in to their pleas and dons the red bandana, work gloves, and yellow goggles. With everyone having the proper equipment, they descend into the abyss.

Steve insists on being the first one down the hole "in case it's a trap." Filly follows right after him.

Before the others start to descend, she turns to him. "Steve, listen," she begins. She runs into obstacles when it comes to being vulnerable with people. Being genuine was difficult when her whole life taught her not to. "You were my hero tonight. I can't thank you enough for what you've done, and you're still ready to do more, so... Thank you."

"It's nothing. All in a day's work." Steve's posture stiffens a fraction and a few beads of sweat sprout on his forehead. "I just want to make sure you and the kids are safe." She smiles broadly. After a beat, she returns to the children and sees the last of them down the rope.

They have a long way to go. Mike starts in front, nose in his hand-drawn map, but Steve intercepts him. "Whoa, whoa, whoa. Hey, hey, hey, hey. I don't think so." He takes the map from Mike and looks toward Filly. "Any of you little shits die down here, me and Filly and getting the blame. Got it, dipshit? From here on out, I'm leading the way. Come on, let's go."

Making their way down the tunnel is deceptively easy at first. The place is all slime and gloom and darkness, which is unsurprising but still disturbing. Particulates float in the air and pollute all of the tunnels. "What is this place?" asks the newest member of the party.

"This is the Upside-Down. It is our world, but lifeless and cold." A shiver runs down her back at the thought. "The things that dwell here are the stuff of nightmares."

Max stares at her sadly. They both look back, hearing Dustin's wild screaming from behind them. The party snaps back, hurrying in his direction and calling out for him.

"Dustin!" Filly is the first to reach him, pulling up on his arm to get him off the ground. The others are behind her, worrying all the same. "What happened?"

"It's my mouth! Some got in my mouth! Shit!" He sputters and coughs, but nothing comes out. They wait for him to be able to talk. He straightens and slowly turns his head to look at them. "I'm okay."

"You serious?"

"Very funny, man." Steve and the rest turn around and start trekking back the way they came. "Nice. Very nice."

Filly stays with the boy until he's steady and has his bandana back over his nose. They catch back up to the group. Filly waves, then sidles back up to Steve, sending him a smile as she approaches. "Greetings."

He breathes out a laugh, but he keeps his eyes on the path ahead. "You're something else, Fil."

Her nose scrunches and her face twists, showing her distaste. "What does that mean? Something else besides...?" She doesn't say "human" because she can't take it if he says yes.

"It's... Well, you're funny, you're kind, and you're just extraordinary." He looks down at the warped tissue they step over to watch his step. "You're not average, you're unique in almost everything you do. Things no one can do, you can." He looks down at the warped tissue they step over to watch his step.

"So it's a good thing!" Filly beams at the young man. "Jeez, I thought something different before you said that."

"Why? What did..." She watches the gears in his head spinning round and round. He turns to her, a hand coming to the back of her elbow. It's strangely warm and tingly. "Oh. No, Fil, I'm sorry. I didn't mean it like that."

"I know that now, Steve. It is alright." They proceed around one final bend in the tunnel.

"Alright, Wheeler. I think we found your hub," Steve states, shining the beam of his flashlight into the middle of the room.

"Let's drench it." Mike's voice is intense, his face giving away little with all the coverage.

This is where the gasoline came into play. All the jerry cans they carried down were for this particular spot, to douse it and then light it up. With 6 pairs of hands, it takes no time at all. "Light 'er up," Dustin commands. Steve does as told, sparking the Zippo lighter and throwing it into the gasoline. Instantly, the whole room goes up in flames. The tentacles that make up the floor come alive. They shriek and flail, causing a ruckus.

"Go, go, go!" orders the oldest, leading the group toward the exit. "Let's go, let's go!"

"Oh, my God. Oh, my God. Oh, my God," Dustin repeats incessantly as they hightail it out of the horrid, gray place.

Steve looks down at the map, his flashlight still pointing straight ahead. "Hey, this way!" He leads them around another bend, and Mike trips. He's only on the ground for a second before a wily tentacle snatches his ankle.

"Help! Help!" He wails, praying his friends will save him.

"Mike!" She strikes the trunk of it, but the blade barely pierces the skin, getting stuck in it. "Help! Y'all!" She yanks it out and tries again.

The others gather around, trying to help her free Mike from the entity. "Stand back, everybody back!" Steve yells and rushes up to the limb, bat raised. He bashes it three times before it breaks, wriggling away from Mike's leg entirely. They can't linger there, Filly knows. The echoes in the tunnel get closer. They finally get Mike up, and then a screech in the tunnel alerts them that a Demo-dog is right behind them.

It's Dustin who steps up when a Demo-dog finds its way to them. Steve takes his shoulder, trying to help him stay calm. "Dart." Dustin's voice is stronger and steadier than she felt. Despite the group's insistence that he not go, Dustin proceeded. His steps are slow and careful. "Shhh. Stop," he orders when the insisting gets too loud. To his credit, the Demo-dog doesn't seem to want to attack him. "Trust me. Please."

Although seeing Dustin close to one of those things made her feel sick, she could not make his decisions for him. She has to let him choose his own path, be his own man."He can do this."

"Hey, it's me." He pushes his snorkeling mask up and pulls his bandana down, bearing his smiling face. "It's just your friend, it's Dustin. It's Dustin, all right? Do you remember me? Will you let us pass?" Almost in response, it opens its great, flowering maw and growls at him. But ultimately, it closes and it does not eat Filly's friend.

"Okay, okay, I'm sorry. I'm sorry about the storm cellar. That was a pretty douchey thing to do. Are you hungry? Yeah?" Pulling off his backpack, Dustin sets it down and pulls out a big version of the candies they were given for trick-or-treating. "I've got our favorite. See? Nougat. Look at that. Yummy. Here, alright? Eat up, buddy." While it eats, Dustin waves them on. Filly can't move, terrified of going near the thing. Steve has to pull her arm just to get her by the creature.

"There's plenty. I've got more," Dustin promises as Filly tiptoes past the monster. But then it's behind her, and she sets her eyes on the path ahead. After her, Dustin was the last one, so he left a large chunk of the candy there to occupy him. He can't help but turn and take in the image of Dart for the last time. "Goodbye, buddy."

The closer they get to the end, the louder the echoes in the tunnel become. They slowly go from rumbles to distinguishable growls. A quake in the earth sends them all to their knees. Getting up as fast as she can, Filly counts the heads to make sure they haven't lost anyone.

"What was that?" Max asks as she pops back up. The sounds turn into growls and Filly knows the Demo-dogs are hot on their trail.

"They're coming," Mike replies. "Run! Run!"