Before leaving for school, Mike tells Eleven to meet the boys by a set of nearby power lines at 3:15. Dustin and Lucas argue over the validity of a nearby Eleven's powers, and Dustin tries to get her to make Mike's Millennium Falcon toy float with no success. Lucas has brought his father's army supplies from Vietnam and a Wrist Rocket slingshot, and Dustin has brought food.
Mike Wheeler, Dustin Henderson, and Lucas Sinclair discuss "Operation Mirkwood", a plan to find Will and save him from the Demogorgon. Jonathan insists it is the erratic electricity and begs her to get some sleep before leaving. Jonathan Byers awakens to find Joyce talking to Will in his room, but realizes she is talking to an assortment of lights, making Jonathan watch as she asks Will to flicker one for her, which it does. Nancy tries to play it off, despite Karen noticing her wearing Steve's sweatshirt. Nancy leaves Steve asleep and goes home, where an anxious Karen Wheeler confronts her. The figure that took her there pursues her as she tries to climb out, calling Nancy's name (which she believes she hears momentarily) before pulled back into the pool and going silent. While Nancy Wheeler loses her virginity to Steve Harrington, Barb Holland awakens in a waterless, dark version of Steve's pool, every surface covered in fleshy black vines. Joyce is convinced Will is trying to talk to her.
An increasingly concerned Nancy looks for Barb and finds out what Jonathan's been up to.
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