Barb awakens in the Upside Down: a decaying, overgrown alternate dimension surrounded by a thick mist. Joyce believes that Will is communicating with her through electrical pulses in Christmas lights. Brenner allows Hopper to view doctored security footage from the night that Will vanished, leading Hopper to research the lab's history and discover that a woman named Terry Ives alleged years earlier that her daughter was taken by Brenner. Eleven recalls memories in which Brenner, whom she calls "Papa", put her in solitary confinement for refusing to telekinetically harm a cat. Steve destroys Jonathan's camera after discovering the photos from the party; however, Nancy later recovers a photo of Barb, having realized that Barb is missing. Returning to Steve's house to search for Barb, Nancy sees the Demogorgon but manages to escape. Joyce paints a makeshift Ouija board on her wall, allowing Will to sign to her that he is "RIGHT HERE" and that she needs to "RUN". Believing that Eleven knows where Will is, the boys ask her to lead them to him. Eleven leads them to a quarry, just as Will's apparent body is found under the water by the search party.