Did you hear that? Was that the fireworks? Did you see that? The trees are moving. Billy said the Monster can see Eleven. I think he is right and it has found the kids! Seconds later the creature's vast tentacles burst through the walls of the cabin. El uses her considerable power to push the Mind Flayer back over and over. Her friends fight to help her. They shoot and chop at the vicious thing. They use all their might to tug El away from the grasp of its jaws. Ultimately they succeed and the Monster retreats but not before it manages to take a bite.

Team Scoops Ahoy is on the run. Using a stolen key card they are finally able to rise to the surface. They sneak through back corridors and slip into a packed theater to make a plan. They need to buy some time. The eldest among them are still suffering the effects of the drugs given to them by the Russians.

Elsewhere in Hawkins, Mike and the gang break into a grocery store to treat Eleven's wounds. In a moment alone Mike apologizes to El for being jealous. He is so tongue tied he cannot say the word love out loud. This sweet scene in interrupted by Dustin calling a code red. The batteries give out on his walkie talkie so Eleven must return to the void to find him.

Hopper hopes the government will come and provide backup. He is angry with Joyce for the way she spoke to them. What if they don't come now? What is so dangerous about the Fair? Why did Joyce insist their children need saving from it? Alexei is able to communicate details about the Russian's base. You need two keys that are kept in a vault. You need to know Planck's constant to access it. Someone call Erica and offer her a sundae, She is a math genius. Alexei warns that people must not be near when the laser explodes. He has seen it turn people to dust.

Hopper and Joyce arrive at the Fair and start investigating. Murray decides to purchase Alexei some tickets and show him how fun American Independence Day can be. Unfortunately Grigori catches sight of his former comrade and shoots him for being a traitor. Hopper follows the murderous man into the hall of mirrors. Due to a bulletproof vest Jim is unable to defeat Grigori but gets information on the location of the children. One of the fallen Russians radio provides the clue they need to find them.

Back at Starcourt Robin tells Steve who she really had a crush on. Erica and Dustin track down the giggling pair in the bathroom. The plan to escape is to blend in with the crowd as the mall empties for the night. On their way to the bus they are spotted and have to run. Before long Team Scoops Ahoy is cornered. Time is running out. A car alarm begins to blare. Eleven, Mike and the gang appear and El launches the car at the enemies.

Finally the kids are reunited but the joy is short lived. This "Red Dawn" situation is certainly related to the gate. The how and why remains a mystery. Billy is tracking El through the blood she shed in the grocery store. I fear he is closing in and the creature he serves won't be far behind.