On the Fourth of July, Larry Kline gives an excited speech at the Hawkins Fun Fair while Ted, Karen and Holly Wheeler go up on the ferris wheel to watch the fireworks. As the fireworks begin, Holly notices something moving in the trees out towards the woods. Eleven explains to her friends what the Mind Flayer told her and they hear a distant roar. Nancy Wheeler realizes the Mind Flayer remembers the cabin as Will Byers' neck flares up, and the group hurries outside to see it thundering towards them from a distance. Dustin Henderson and Erica Sinclair drive a drugged Steve Harrington and Robin Buckley through the Russian base as the latter two argue over the naming of the Indy 500. They take the elevator back up (which Steve and Robin find deeply engaging) and Steve realizes the Russians took his car keys, leaving them with no easy way out of Starcourt Mall. As they emerge from the elevator, the armed guards spot and chase them, causing them to flee into the mall.
Nancy arms herself with a shotgun and Jonathan Byers with an ax, and the kids barricade the cabin before they group up inside and wait for the Mind Flayer to arrive. The cabin shakes and goes still for a moment before a tendril bursts through a window, targeting Eleven until Jonathan strikes it with the ax. It disarms and attacks him until Nancy unloads on it with the shotgun, stunning it long enough for Eleven to tear it apart. Two more tendrils follow it, and Eleven struggles to hold them both at bay. She tears them apart as well and the Mind Flayer itself destroys the roof, a tendril coming straight from its mouth wrapping around Eleven's ankle. Mike Wheeler grabs her, followed by the rest of her friends as they try to keep her with them. Nancy shoots it while Lucas Sinclair severs the tendril with the ax. The piece of tendril left embeds itself in her leg and Mike rips it out, and it scuttles out the window to rejoin the body. Eleven tears its head in half and the group flees in Nancy's car.
Dustin hides the group in a densely packed premiere of Back to the Future and orders Erica to keep watch over the still drugged teens before going to find a ride out of the mall. On their way back in to Indiana, Alexei explains to Murray Bauman that the Key can only be turned off by two keys in a safe, the code being a famous number known as Planck's constant, which Bauman relays to Jim Hopper and Joyce Byers. Annoyed with their arguing over whether or not the kids are safe, Bauman tells them to cut the constant shouting and admit their sexual attraction to each other. Bauman again psychoanalyzes the two easily and tells them to either quit arguing or finally have sex. When Alexei asks what he said, he tells him "I told them they should have sex," leaving Alexei shocked that they had not already as they arrive back in Hawkins.
The kids break into Bradley's Big Buy to find medical supplies for Eleven's leg wound. Max Mayfield takes over cleaning it and instructs everyone to split up and get her supplies. Nancy correctly guesses to Jonathan that the Mind Flayer's physical form is made of the dissolved bodies of the Flayed, and Lucas finds fireworks that he hopes to use against the Mind Flayer. Mike apologizes to Eleven for his possessive behavior, happy that she and Max are friends. He tries to explain the term "love makes you crazy" while leaving the "love" out, but is interrupted by Dustin calling him on his Supercom. Dustin tries to communicate his need for transportation, but the batteries on his radio die. As he asks Erica for some, he notices Steve and Robin have run off. Outside the theater, Robin tries to explain the logistics of Marty McFly being the same age as his mother to Steve, and they become distracted by the lights on the mall ceiling, their intense pattern causing the two to run to the restroom and vomit. Hopper and Joyce look for the kids at the fair and walk past Kline, who hurries to call the Russians.
Mike, Lucas and Max argue over Lucas' love of New Coke while Eleven locates Dustin using the void. As the group leaves to go get him, the blood removed from Eleven's leg begins to move. The drugs wearing off, Robin asks Steve if he has ever been in love, and he admits he was with Nancy. He states that he is no longer in love with her and has moved on, confessing to Robin that he has developed feelings for her, which she responds to with a distressed look and silence. Steve joins her in her stall and asks what her thoughts are, and she tells him the drugs are clouding his mind and she has things about her that Steve would be repulsed by. When he insists that he is thinking clearly, she reminds him of telling him about her obsession with him, not stemming from a crush, but from the fact that he was so emotionally unappealing and yet a student in their class named Tammy Thompson still was infatuated with him. Steve realizes Tammy is a girl and Robin is coming out to him as a lesbian, and immediately starts cracking jokes about her apparent poor taste in women, causing them both to laugh as Dustin and Erica find them. Billy Hargrove enters the supermarket and dips his fingers in the living blood, using it to track Eleven.
Alexei warns Bauman to avoid the Key when it explodes and asks for American citizenship if the plan works. Bauman decides to take him to the fair, where Alexei is enamored by the food and games. Hopper and Joyce see the Wheelers getting on a centrifuge ride and follow them in, unable to get the kids' location out of them. The ride starts without warning and Hopper and Joyce instinctively hold hands. The Starcourt group tries to blend into the crowd as the film ends, but realize the Russian guards are individually searching people at the exits and flee from them when noticed. Alexei wins a prize at a dart throwing game and goes to show Bauman, but the Russian emerges from the crowd in front of him and uses the fair's noise and silencer on his pistol to shoot Alexei in the chest, calling him a traitor in Russian as he passes. A horrified Bauman drags Alexei aside and gives him his shirt to put pressure on the wound with. As he locates and frantically shouts at Hopper and Joyce, the former notices the Russian and several goons moving in on them and gives Joyce his keys, telling her to find Bauman and pull the car around the back of the fair before fleeing into a funhouse. Joyce regroups with Bauman to find Alexei dead and punches Kline as they leave. Hopper beats one goon and takes his gun and radio, and the Russian follows him into the mirror maze. Hopper gets the jump on him and shoots him several times before fleeing as the other goons arrive, the Russian saved by his bulletproof vest. Hopper exits the funhouse to find his car waiting for him, and the three drive off. Murray overhears a message on the Russian's radio that they have found "the children" in the mall.
The guards almost find the Starcourt group, but are killed when the kids arrive and Eleven throws a model car at them. As the two groups reunite and start sharing the events of the past two days with each other, Eleven collapses, her leg wound pulsing and seemingly moving.
- "R.O.C.K. In The U.S.A." by John Mellencamp - At Mayor Kline's 4th of July fair.
- "Einstein Disintegrated" by Alan Silvestri - Dustin tries to warn Mike about the Russians infiltrated in Hawkins.
- "The Trees Are Moving" - Holly Wheeler notices the trees moving during the fireworks show.
- "He’s Here" - Eleven rips the Flayed Monster‘s head in half.
- "Scoops Troop" - Nancy, Jonathan, Eleven, Mike, Lucas, Will and Max break into Big Buy.
- "Blank Makes You Crazy" - Mike apologises to Eleven for his behaviour.
- "The Ceiling Is Beautiful" - Intoxicated Steve and Robin stare at the ceiling.
- "Making Contact"- A piece of the Flayed Monster appears to have been removed from Eleven’s leg.
- "You're a Fighter" - Steve and Robin talk in the bathroom stall.
- "Planck’s Constant" - Murray tells Hopper and Joyce that Alexei’s been shot, Hopper spots Grigori heading their way as Murray speaks and begins to make a run for it.
- "Heather’s" - Hopper tells Joyce to find Murray and get the car going; repeats when Grigori is searching for Hopper in the mirror maze.
- "Sauna Test" - Eleven saves the Scoops Troop from the Russians.
- On December 9, 2018, a teaser trailer for the third season was published across social media, listing the titles of the eight episodes, the seventh of which was "The Bite".
- Some of the lines said by Mike in the grocery store were improvised by Finn Wolfhard.
- In an interview with Rotten Tomatoes, Millie Bobby Brown stated that Eleven's left leg injury was written into the script due to Millie actually breaking her left kneecap in half during filming.
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