Picking up with Steve, Robin, Dustin, and Erica in the underground Russian base, Steve and Dustin recognize the portal the Russians are creating as a Gate to the Upside Down, describing it to Robin as "bad", "end-of-the-human-race-as-we-know-it kind of bad". They realize that the officer they incapacitated earlier is now gone, and an alarm begins to blare, so they retreat back the way they came as several Russian soldiers spot them. They race past the Russians’ electrical ray and then barricade the door to another area, Robin and Steve holding it fast while Dustin and Erica escape. Dustin screams "I won’t forget you!" before closing a grate over himself, just as the Russian soldiers break through the door and capture Steve and Robin.
At the hospital with Max, Lucas, Mike, and El, Will senses that the Mind Flayer is there, while a fleshy monstrosity several floors above screams again. It comes after Nancy Wheeler, who flees and barricades herself in a room. Although it cannot enter normally, it begins disintegrating into a viscous pile of flesh that proceeds to ooze under the door, reforming into a discrete entity. Although Jonathan Byers tries to come in after her, the creature attacks Nancy and is about to take her when El arrives, blasts the door off of its hinges with telekinesis, and effortlessly tosses the creature from wall, to wall, to ceiling, and back to the floor again, crushing each surface it lands on with the force of impact. The creature however, begins getting back up again as if being tossed around like a rag doll had been just a love tap. Seemingly unharmed, it lunges at El until she launches it backward through the window and out of the hospital to splatter onto the ground several floors below, where it once again begins to disintegrate into a viscous liquid that drains away into the sewers. From there it flows back to the basement of Brimborn Steel Works with Billy Hargrove and Heather Holloway, where it rejoins the greater mass of flesh that is the Mind Flayer. Billy then says, "it’s time".
The next day, the Fun Fair is being livened up for Mayor Kline’s Independence Day festival. Kline yells at a food stall worker to get out of the "main thoroughfare" before he notices the Russian agent who bribes him, and they go inside a playground ride to talk. The agent is insistent that Kline find Jim Hopper within the day, and chokes Kline to make his point. Hopper however is still with Murray Bauman, Joyce Byers, and Alexei, the latter being interrogated. Alexei demands a cherry Slurpee instead of strawberry or he won’t talk, so Hopper drags him and throws him out the door with the keys to his cuffs and the car on the assumption that Alexei is more scared of his Russian comrades than of Hopper, that he’ll return. Alexei does indeed uncuff himself, start the car, and begin to drive away, but then he stops and brings the car back, throwing the keys to Hopper and saying he likes strawberry, too.
Meanwhile Dustin and Erica have been stuck in air ducts for roughly ten hours trying to make it back to the elevator to the surface, but are blocked from moving on by a fan. Dustin tells Erica about the Upside Down and Eleven and asserts that she is a nerd before finally disabling the fan, much to her chagrin. Their companions however are in much more dire straits, with Steve being tortured in an interrogation room. A Russian officer, Ozerov, queries Steve about who he "works for", but Steve insists that he works for Scoops Ahoy, being in his work clothes at the time. Ozerov then changes tactics and asks how he managed to get into the facility. Steve reiterates a lie that he lost his shipment and came for it when the loading bay turned into an elevator and he happened to be taken below. He assures them that no one else knows about the facility and then goes on a tangent about ice cream, which causes Ozerov to burst out laughing, saying "I like this guy", before again demanding to know who Steve works for and having his torture resume.
Later Steve is dragged, unconscious, into another room with Robin. Although seemingly unharmed, she is slapped when she questions what they did to Steve, and they are tied to a chair together back-to-back. Ozerov approaches her, mockingly saying that Steve needs a doctor, and that they have "the very best" before Robin spits in his face. He then says that "you’re going to regret that" before departing.
El is then seen walking the Void, trying to use her powers to locate any of the Flayed. She has been completely unsuccessful, despite trying for a considerable amount of time, and Mike becomes worried that she’ll hurt herself if she continues. Max begins to argue with Mike, implying that Mike is trying to control El and that he doesn’t treat her like a person. Inflamed on by Nancy, everyone starts to agree with Max until Mike demonstrates Max’s "irresponsible" use of El’s powers, and elaborates that he is only concerned because he loves her and doesn’t want to lose her again, shocking everyone into silence. El then comes in and reports that she has found someone.
At Murray's Warehouse, with Murray himself translating, Alexei explains that the ray the Russians were using to open a Gate into the Upside Down, "a doorway between worlds", is called the Key, which emits large amounts of energy. It consequently requires a large quantity of energy to function as well, and so Russians have purchased properties all around East Hawkins that were near transformers, using them to siphon off energy from the town’s power grid.
Hopper asks Alexei why the Key was built in Hawkins rather than in Russia, assuming that they’re trying to simply destroy America by opening a Gate in Hawkins. Alexei says that there were many such "Keys" all around Russia before, but that they had all "turned out wrong". To demonstrate, Alexei shoves a straw, the "Key", at a packet of fries, causing the straw to bend rather than penetrate through, flashing back to several failures and accidents using the Key. Alexei explains that the Key was only half of the equation, that location is the other half, and since "this door had been opened once" in Hawkins before, that because it was still "healing", the Key could work there. He then has Joyce hold up a burger wrapper, and easily punches the straw through to the other side. When Joyce asks if the "door" is open now, Alexei says that it is "opening", and Joyce realizes that the opening of the Gate allowed the Mind Flayer to reconnect with other pieces of himself in the real world and bring them back to life.
Realizing the danger, Joyce heads out to assure that the kids are safe, while Hopper and Murray share a few glasses of vodka when they realize how dire the situation is. Hopper asks Alexei if they can turn off the Key, and although he says yes, he says that he is compromised and no longer has access. Hopper assures Alexei that he can bring him to his Key, but Alexei just laughs at him, because the Key is housed in a fortress built by the "greatest Russian minds, guarded by their greatest warriors", that breaking in is "impossible".
Ironically, Dustin and Erica are at that very moment sneaking around the fortress they broke into. They commandeer a cart and an industrial taser and intend to head for the exit as Robin screams for help, Steve finally awoken by her yelling. Steve and Robin try to hop over to a table with scissors on it to free themselves, but they instead fall over, and Robin starts laughing hysterically. She finds it too "trippy" that she’s going to die in a secret Russian base next to Steve "The Hair" Harrington, and relates how she always noticed him in class in the past, two days a week for a year. She says that although they tried to ignore it, they all wanted to be popular like Steve was, accepted, normal, and that she was obsessed with him. Steve regrets not talking to her in class, saying that had he done so, maybe he would’ve passed and gone to college instead of working at Scoops Ahoy, and that he and Robin wouldn’t be in this terrible situation. They say their time working together was "fun while it lasted", and then Ozerov comes in. Bringing in Dr. Zharkov, Ozerov tells Steve to speak the truth so that his "visit with Dr. Zharkov will be less painful", and Zharkov injects him with a debilitating injection.
Back at the Wheeler house, El finally locates Billy, staying in his room on the Fourth of July. They realize it’s a trap, that the Mind Flayer wants them to find Billy, but Lucas insists that since they know it’s a trap they can be ready for it and defeat them all the same. El instead tries to see where Billy had been, as she had done with her own mother. Mike objects, but El asks Mike to trust her and goes forward anyway. She finds Billy and grabs his arm, but he latches onto her, and as El falls back, she suddenly finds herself on a beach, seeing Billy as a small child. Walking through his memories, El sees a large cloud formation at the end of the beach, the source, and heads toward it.
Again at Murray’s Garage, Hopper sends out a distress signal. Together with Joyce, Alexei, Murray they then head back to Hawkins to recover their children, who are close to the Gate and in danger. In the base however, Steve and Robin have been given some kind of euphoric drug as the doctor comes back in. Ozerov again asks Steve how he managed to get inside, and he repeats his lie, so Dr. Zharkov begins to rip out one of his nails before Robin blurts out that "it was a code". She relates everything to him, and that now everyone knows about the base because they broadcast the signal all over town. Ozerov asks who knows specifically, and Steve says that Dustin Henderson knows, and that he’s long gone. At that moment however, the alarm begins blaring and Ozerov rushes out to find a hole eaten through the floor by more of the acid from earlier. While Steve and Robin are less guarded, Dustin and Erica rush in and tase Dr. Zharkov, freeing them.
As El continues into Billy's memories, she sees a younger Billy abused by his father Neil Hargrove. She sees Neil abusing Billy’s mother as Billy is helpless to defend her, as she is forced to leave Billy behind in a divorce. Billy, growing, is shown bullying other kids, calling them "pussy" just like his father did, and El also witnesses Billy meeting his new stepsister Max, refusing to shake her hand. Walking toward the screams, El finally reaches the point where Billy was captured and Flayed at Brimborn Steel Works; the eye of the memory storm.
Locating him, El tries to return from the Void, but she can’t find Mike or anyone else at the house. Billy, however, arrives, and the Mind Flayer appears to speak through him in a much deeper voice than Billy’s usual. He says that now that she’s looked for him, he can see her, that "we can all see you", and throughout the conversation the Flayed all throughout town are approaching the Brimborn Steel Works. Referencing the day El first opened the Gate to the Upside Down by making contact with a Demogorgon in the Void, Billy continues:
|“||You let us in. And now, you are going to have to let us stay. Don’t you see? All this time, we’ve been building it. We’ve been building it…for you. All that work, all that pain…all of it…for you. And now it’s time. Time to end it. And we are going to end you. And when you are gone, we are going to end your friends. And then we are going to end…everyone.||”|
El, in a rage, uses telekinesis to launch Billy away, finally awakening from the Void and sobbing with her friends. It’s not over yet however, because as the Flayed arrive at Brimborn Steel Works, they each melt down into flesh to be absorbed by the Mind Flayer’s main form. The Mind Flayer grows larger and larger as he absorbs dozens of flayed men, women, and children, including Heather, Janet, and Mrs. Driscoll. Eventually, the Mind Flayer grows large enough to burst free of the steelworks, and then shrieks in challenge.
- Joyce Byers - Winona Ryder
- Jim Hopper - David Harbour
- Mike Wheeler - Finn Wolfhard
- Eleven - Millie Bobby Brown
- Dustin Henderson - Gaten Matarazzo
- Lucas Sinclair - Caleb McLaughlin
- Will Byers - Noah Schnapp
- Max Mayfield - Sadie Sink
- Nancy Wheeler - Natalia Dyer
- Jonathan Byers - Charlie Heaton
- Steve Harrington - Joe Keery
- Billy Hargrove - Dacre Montgomery
- Robin Buckley - Maya Hawke
- Erica Sinclair - Priah Ferguson
- Karen Wheeler - Cara Buono
- Murray Bauman - Brett Gelman
- Alexei - Alec Utgoff
- Mayor Kline - Cary Elwes
- Doris Driscoll - Peggy Miley
- Heather Holloway - Francesca Reale
- Janet Holloway - Holly Morris
- Ozerov - Misha Kuznetsov
- "Stand up And Meet Your Brother" by Possum River - Mayor Kline watches the Fun Fair being put together.
- "Woody Woodpecker Score from 'Buckaneer Woodpecker' ep. 242" by Clarence E. Wheeler - Alexei watches cartoons in Murray's house.
- "Package Deal" by Danny Elfman - Hopper complains about Alexei.
- "Neutron Dance" by The Pointer Sisters - Alexei steals the car but doesn't drive away.
- "Stairway Chase" by Danny Elfman - Joyce calls for backup.
- "Satyagraha (Highlights): Act II, Tagore, Scene 1 - Confrontation And Rescue (1896)" by Christopher Keene - The Flayed gather at Brimborn Steel Works.
- "What Did You Do To Him?" - The Russian guards restrain Robin and Steve into a room.
- "Boys and Girls" - Eleven comes out of the room after hearing Mike and Max argue.
- "The Door Is Opening" - Alexei explains that the Russians are trying to open the Gate to the Upside Down while Murray translates his words.
- "Find the Source" - Max, Nancy, Mike, Jonathan, Will, and Lucas discuss the logistics about the source of the Mind Flayer.
- "I Need You to Trust Me" - Eleven asks Mike that she needs him to trust her into looking for Billy in the void.
- "William" - Eleven goes through Billy’s memories in the void.
- The phrase "E Pluribus Unum" is a Latin phrase meaning "Out of many, one", and is the traditional motto of the United States, as well as being a reference to the many hosts combining to form the main monster of season 3.
- On December 9, 2018, a teaser trailer for the third season was published across social media, listing the titles of the eight episodes, the sixth of which was "The Birthday".
- In a social media post, a video was shared that showed how actress Millie Bobby Brown filmed the scene in which Eleven was falling through the Void.
- The exact circumstance of how Max Mayfield and Billy Hargrove met is portrayed differently from how it is initially shown in the tie-in novel Runaway Max.
- It's possible to call Murray Bauman's phone number (618-625-8313). When calling, the caller will receive a message from Murray:
- "Hi, you have reached the residence of Murray Bauman. Mom, if this is you, please hang up and call me between the hours of 5 and 6 pm as previously discussed, okay? If this is Joyce, Joyce, thank you for calling, I have been trying to reach ya. I have an update. It’s about, well, its probably best if we speak in person. It’s not good or bad, but it’s something. If this is anyone but my mother or Joyce, well, you think you’re real clever, getting my number, don’t ya? Well, here’s some breaking news for you: You’re not clever. You’re not special. You are just simply one of the many, many nimwits to have called here, and the closest you will ever get to me is this prerecorded message so at the beep, do me a favor and hang up and never call here again. You are a parasite! Thank you and good day."
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