Billy manages to seemingly "escape" from Brimborn Steel Works, fleeing in terror to his car to then get away. Arriving at a payphone, Billy dials 911 but then has flashbacks of being taken by the creatures in the Steel Works. The power in the phone booth appears to fail, and Billy finds himself in the Upside Down, approached by a shadowy group of people. He asks what they want, until he sees a complete reflection of himself approach.
In Hopper’s cabin, El calls Mike to ask why he hasn’t come over. Mike hurriedly lies about his nana taking a turn for the worse despite the original false alarm, requiring him not to see El that day, and Hopper is pleased to see that there is now some distance between the pair. Ecstatic, he celebrates with Joyce Byers at Melvald's General Store and pressures her into going to dinner with him before being called away to deal with a mob protesting the Starcourt Mall. Joyce however, is still confused by all the magnets no longer working.
At The Hawkins Post, Nancy manages to get off work to chase down a lead about diseased rats, taking Jonathan. Concurrently, Dustin meets up with Steve Harrington at Scoops Ahoy, relaying that he has found secret Russian communications, and that they can be heroes for reporting it if only Steve helps translate.
Also at the same time, El finds Max to talk about "boyfriend" issues, and despite El’s belief that "friends don’t lie", Max assures her that boyfriends lie all the time. Mike himself knows that El sees through the deception, but is too scared of Hopper to change course. Lucas tells Mike that he handled it very poorly, and indeed Max tells El to stop calling Mike and to ignore his calls, to "treat him like garbage" until he explains himself, and if he doesn’t, to dump him. Meanwhile, Mike continues to agonize over his mishandling, but Lucas reassures him that he can make up for his mistake, just as El and Max head out to "have some fun".
At the Hawkins Community Pool, Karen leaves Jill behind to ask after Billy, as she had not come that night and did not realize that Billy also didn’t come due to his crash. Billy, drenched in sweat, vividly imagines cracking Karen's head open on the side of the storage racks, but controls himself and turns to face her, telling her to "stay away from him". He heads out into the sunlight, but the light and heat blind and hurt him, and he becomes disoriented, every sound stabbing at his ears.
Back at Scoops Ahoy, Dustin and Steve have only just managed to create a Cyrillic-to-Latin analogue for the differences in alphabets between English and Russian. Frustrated by Erica, Robin asks to help translate because she’s bored out of her mind, being fluent in four languages and having been in band for twelve years. She has Steve take over the store while she helps with the project.
Arriving at Mrs. Driscoll’s house, Nancy and Jonathan to inquire after her report of diseased rats. Driscoll tells of how she likes the quiet since her husband past, "or at least I did", before showing the pair her basement. All her fertilizer bags are full of holes, ripped open by rats, all of the fertilizer within eaten. Although Nancy is skeptical of the situation, Driscoll says she assumed the rats had rabies and that people should be made aware of the hazard. A loud bang interrupts them, and Driscoll takes them to a cage; she caught one of the rats.
The protests on city hall continue, protesters chanting "[Mayor] Kline's a swine". Larry Kline calls Hopper in to talk with him, saying that the Starcourt Mall has brought in new stores that Hawkins loves, causing them to shop there instead of at mom and pop stores, what he terms "good old fashioned American capitalism", to which Hopper fires back that they’re just exercising their "good old fashioned American right to protest". Kline says he agrees, if they had a permit, which they do not, and so orders Hopper to disperse the crowd. Hopper objects that it would be bad for his re-election campaign, but Kline is unconcerned, saying that the party he intends to throw on Independence Day is all that the voters will remember.
Max and El arrive at the Starcourt Mall to go shopping, while Mike also happens to arrive at the Mall looking for something "pretty and shiny" that says "I’m sorry". Concurrently, Joyce heads to meet Scott Clarke several books in hand, while Jonathan spends time photographing the hyperactive rat captured in Mrs. Driscoll's basement. Above, Nancy finally finds a lead just as the rat goes into convulsions, pulling him away to depart just before the power flickers and the rat explodes. The exploded rat flesh then begins to slide out of the cage of its own volition, slowly coalescing into a new creature.
Still at the pool, Billy has flashbacks to his time in the Upside Down, where the "other" Billy told him to "build", to build "what you see here", which Billy does not understand. Snapping back awake, Billy realizes that the flesh he exposed to sunlight is literally burning, and he leaves his lifeguard post to take a shower. He notices then that dark veins are appearing on his arm, growing, and painful disjointed voices begin whispering into his head. He screams, and Heather comes to him, appearing to say "take me to him" until yet another hallucination wears off and she asks if he’s hurt and needs an ambulance, but rather than answer, he attacks her.
Back at the mall, El and Max are going on a shopping spree while Mike struggles to find an affordable "I’m sorry" gift for El. They finally bump into each other outside the Mall, with El demanding to know why Mike "treated her like garbage", but Mike says nothing in order to be safe from Hopper, so El dumps him. Hopper on the other hand, makes his way to his dinner with Joyce and orders an assortment of expensive drinks, but Joyce doesn’t show.
Joyce is still with Scott Clarke, who tutors her on electromagnetic fields. Learning that an unstable field can stop magnets from functioning, Joyce asks how this could be happening at her her house and Melvald's General Store. Clarke suggests "apophenia", coincidence, but says that theoretically it could take a massively powerful, high-voltage, and expensive machine to create a similarly unstable field large enough to spread throughout the area.
At the Starcourt Mall, Robin finishes translating the Russian message; "The week is long, the silver cat feeds, when blue meets yellow in the West". Together with Dustin they determine that it is encoded, but Steve figures out the exact same song on the radio came from a toy ride in the Mall itself. Since the toy ride was the "Indiana Flyer", Steve thinks the recording was not from Russia, but rather from within that very mall.
Hopper angrily leaves the fancy restaurant while Billy drives back to Brimborn Steel Works, with Heather tied up and gagged in the trunk of his car. He takes her unconscious form into the steel mill, where a fleshy monster awaits.
- Joyce Byers - Winona Ryder
- Jim Hopper - David Harbour
- Eleven - Millie Bobby Brown
- Mike Wheeler - Finn Wolfhard
- 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
- Bruce Lowe - Jake Busey
- Mayor Larry Kline - Cary Elwes
- Scott Clarke - Randy Havens
- Grigori - Andrey Ivchenko
- Doris Driscoll - Peggy Miley
- Calvin Powell - Rob Morgan
- Tom Holloway - Michael Park
- Heather Holloway - Francesca Reale
- Mom #1 - Caroline Arapoglou
- Candice - Allyssa Brooke
- String Quartet #4 - Michael Brooks
- Stacey - Sydney Bullock
- String Quartet #2 - Christopher R. Burndrett
- Photographer Toby - Scott Deckert
- Snobby Waiter - Lee Ellis
- Secretary #2 - Greta M. Glenn
- Secretary #1 - Nita Hardy
- Snooty Salesman - A. Smith Harrison
- String Quartet #1 - Kenneth Lambert
- Mom #2 - Cara Mantella
- String Quartet #3 - Amanda McClellan
- Newsman - Olan Montgomery
- Mom #3 - Lauren Revard
- Florence - Susan Shalhoub Larkin
- Angry Protestor - David Marshall Silverman
- "You Don't Mess Around With Jim" by Jim Croce - Hopper is driving down the road singing after successfully scaring Mike away from seeing Eleven.
- "Get Up and Go" by The Go-Go's - Nancy gets out of work and Jonathan leaves with her.
- "My Bologna" by Weird Al Yankovic - Joyce shows up to Mr. Clark's house
- "Material Girl" by Madonna - The girls shop and the boys fail to find a present.
- "Cold As Ice" by Foreigner - Eleven breaks up with Mike and then gets on the bus with Max.
- “Sick Of Cow” - Billy escapes from the steelworks.
- “Boys And Girls” - Eleven and Mike on the phone, and when both the boys and girls are separately discussing what to do about Mike and Eleven’s situation.
- ”Six Facts” - Billy is affected by the presence of the sun.
- "Starcourt" - El and Max got to the Starcourt Mall.
- "Rats" - After Jonathan leaves the basement, the rat explodes and the slime starts crawling out of the cage.
- "In the Woods" - Scott explains electromagnetism to Joyce.
- "Mirkwood" - End credits.
- On December 9, 2018, a teaser trailer for the third season was published across social media, listing the titles of the eight episodes, the second of which was "The Mall Rats".
- This episode revolves around the kids shopping and hanging out at Starcourt Mall while Nancy and Jonathan investigate the Flayed rats.
- In the previous episode, Lucas called Erica "mall rat" as they insulted each other; foreshadowing the title of this episode and its plot around the mall and "diseased" rats.
- The handshake Dustin and Steve used to greet each other is that of using lightsabers in the Star Wars movies.
- This is the second time that the song, 'You Don't Mess Around With Jim' has appeared. The first apperance of the song played back in Season Two.
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