Under Starcourt Mall, Steve Harrington, Dustin Henderson, Robin Buckley and Erica Sinclair watch the Russians holding the gate open before moving to leave. They realize the guard Steve beat up is gone just as alarms start to blare and the guards find them. They are chased through the base and barricade themselves in a room, Dustin and Erica escaping into the ducts while Steve and Robin are captured. At the hospital, the skin on the back of Will Byers' neck flares up as Nancy Wheeler flees from the monster made of Tom Holloway and Bruce Lowe's bodies. She barricades herself in a room, but it dissolves itself into ooze and slides under the door. Before it can kill her, Eleven arrives and throws it out a window. The group hurries outside to find its remains sliding down a sewer grate, where it rejoins the Mind Flayer. A watching Billy Hargrove tells Heather Holloway "it's time."
Larry Kline meets with the Russian at the assembling Fourth of July Fun Fair and berates him for not taking care of Jim Hopper. He insults the Russian's abilities and is attacked, being reminded that Hopper is his problem, and that he will be killed the next day if he does not find Hopper. Hopper brings Alexei the meal he requested, but he turns it down when he finds Hopper got him the wrong flavor of Slurpee. Communicating through Murray Bauman, Alexei adamantly refuses to talk, and Hopper throws him outside with the keys to their car and his handcuffs. As Joyce Byers and Bauman stare at him in shock, he explains that Alexei understands the Russian will kill him for presumed betrayal and he therefore has no better options. Hopper turns out to be right despite Alexei unlocking himself and getting in the car, and Alexei agrees to talk.
Dustin explains to Erica the events of the past two years and why the gate being reopened is so dangerous. Erica accepts everything, save for the idea that Lucas would be competent enough to save the world. As Erica does the math on how long it will take them to walk back to the elevator, Dustin smugly proclaims her a nerd, which she attempts to deny. Steve is violently interrogated by a Russian colonel, who does not believe his story of accidentally ending up in the base. Robin is tied together with an unconscious Steve. At the cabin, Eleven searches for the Flayed in the void. Mike Wheeler expresses anxiety at her being under for so long and Max Mayfield argues with him about Eleven's limitations. Nancy calls the places that complained about rats to see if any more of their chemicals have gone missing, but finds nothing. Mike and Max's argument grows, she and Eleven spying on the boys coming up, (to Lucas' horror) climaxing when Mike blurts out that he dislikes the plan because it puts Eleven in danger, and he loves her and cannot bear to lose her again. Eleven emerges a moment later, having missed the conversation and informing the group she has found Billy Hargrove.
Alexei identifies the Russian machine as "the Key," and the properties bought up by the Russians are located near transformers used to steal electricity. The Russians are in Hawkins specifically to harness the power of the gate, which is slowly opening. Joyce hurries to the phone to call the kids, and Alexei notes that two people are needed to shut the machine down and that the base holding it is impenetrable. Dustin and Erica pop out in a room full of canisters of the green liquid and steal a Russian loading car. Erica notices a cage large enough to hold a demogorgon and steals a cattle prod. Steve groggily awakens, and he and Robin try to shimmy over to a nearby table to cut their ropes. They fall over on their sides. Robin laughs at the absurdity of the situation, reminiscing about how she shared a history class and was obsessed with Steve, and he was not even aware that she existed. The Russians arrive with a doctor, Zharkov, who injects them with a truth serum.
Eleven finds Billy sitting alone in his room, and they conclude it is a trap to lure them. Eleven remembers seeing her mother's memories and realizes she can do the same with Billy to find the Mind Flayer's source. Eleven assures Mike she will be safe and enters the void. Billy shows her the townsfolk's possessions and the Mind Flayer with a physical form before she falls into a memory of a young Billy on a beach in California with his mother. A storm flashing red lightning rolls in and Eleven walks towards it. Hopper calls the men from Hawkins National Laboratory warning them about the Russians and telling them to contact Sam Owens for backup, giving them Bauman's number at the end, which horrifies him. Annoyed at Hopper's lack of urgency, Joyce calls back and intimidates Hopper's contact into moving things along, before ordering the adults back to Hawkins. The truth serum is botched and only gets Steve and Robin high, but she confesses to finding the code when Zharkov almost removes Steve's fingernail. Steve taunts the colonel (revealing Dustin's name in the process) and Dustin himself distracts the guards by dropping the green fluid through the floor, damaging several layers of wiring. He and Erica burst in and electrocute Zharkov to death, freeing Steve and Robin.
In the storm, Eleven sees memories of Neil Hargrove berating Billy for his weaknesses and abusing his wife, causing her to leave him and Billy. A now teenaged Billy beats up other children and is introduced to a young Max. Eleven hears Billy shouting in the storm and stumbles upon Brimborn Steel Works in the eye of the storm, which she relays to her friends. She leaves the void to find the cabin empty, and the lights flicker as the Mind Flayer appears to her in Billy's body, revealing she is still in the void. As he tells her that he can now see her, the Flayed, now made up of dozens of people, activate amid the Fourth of July celebrations and converge on the mill. The Mind Flayer tells Eleven that she let it in, and now she must let it stay. He tells her that he has been building something for her, and that they are going to "end it," which includes her and everyone she loves. She throws him away and exits the void for good, breaking down in Mike's arms. The Flayed descend to the mill's basement, where they melt into flesh and add themselves to the Mind Flayer's body. Now fully formed, it bursts out of the basement and roars.
- 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 (credit only)
- Neil Hargrove - Will Chase
- Young Billy - Christopher Convery
- Dr. Zharkov - Arthur Darbinyan
- Mayor Larry Kline - Cary Elwes
- Murray Bauman - Brett Gelman
- Grigori - Andrey Ivchenko
- Ozerov - Misha Kuznetsov
- Doris Driscoll - Peggy Miley
- Heather Holloway - Francesca Reale
- Billy's Mother - Beth Riesgraf
- Alexei - Alec Utgoff
- Hospital Receptionist - Chantell D. Christopher
- Fair Worker - Dinarte De Freitas
- Government Man - Pat Gallaher
- Fireworks Kid - Samuel Goergen
- Guard #1 - Evgeny Krutov
- Suburban Wife - Healy Lange
- Russian Soldier - Andrei Lapionak
- Janet Holloway - Holly Morris
- Young Max - Jacey Sink
- Smaller Kid - Drew Youngblood
- Terry Ives - Aimee Mullins (archive footage, uncredited)
- "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.
- "The Wild Ride" by Danny Elfman - Hopper loses his patience with Alexei entirely.
- "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.
- "He’s Here" - The Flayed Monster chases Nancy.
- "The Trees Are Moving" - The Monster escapes through the sewer.
- "Not Chinese Food" - The Monster makes it’s way back to the steelworks.
- "Do You Accept The Risk?" - Mayor Kline notices Grigori
- "What Did You Do To Him?" - The Russian guards restrain Robin and Steve into a room.
- "It’s Just Ice" - Eleven searches for the Flayed in the void.
- "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.
- "The Week Is Long" - The Russians interrogate the now drugged Steve And Robin.
- "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".
- Young Max in Billy's memory is played by Sadie Sink's actual sister Jacey.
- 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, which was released a month prior to the season's release.
- 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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