Nancy and Jonathan follow a lead, Steve and Robin sign on to a secret mission, and Max and Eleven go shopping. A rattled Billy has troubling visions.
This episode provides examples of:
- Break His Heart to Save Him: After Karen breaks things off with Billy and he imagines hurting her, he just curtly rebuffs her and tells her to stay away from him. This likely saves her life, as it keeps Karen from suffering Heather's fate of being taken to the warehouse and given to whatever is controlling Billy.
- Bullying a Dragon: A minor case, but a group of teenage girls who roll their eyes at Eleven's first attempt at walking in heels get an exploding cup of Orange Julius in the faces for their trouble.
- Call-Back: The girl who gets a face full of milkshake courtesy of Eleven was the same girl that shot down Dustin at the school dance.
- Creepy Basement: The old lady with the fertilizer problem leads Nancy and Jonathan into a poorly lit basement. Made even creepier by the fact that she managed to capture one of the rats she spoke of... and it's making its cage rattle.
- Curse Cut Short: During the shopping montage, as the boys leave one store due to a teddy bear being way too expensive, Mike starts to say "I should have shoved that teddy bear right up his-" before it abruptly cuts to the next part of Max and Eleven's montage.
- Deus ex 'Scuse Me: Nancy calls Jonathan away from the basement so he misses how the rat explodes into material which then makes it way to the warehouse.
- Does This Remind You of Anything?: Billy's abduction of Heather, along with his admonition for her to stay still and wait out what's about to happen, is clearly framed as an allegory for rape.
- Double Standard: In-Universe. Billy verbally abuses a fat boy in public? Okay, cool, he's still cool and attractive. Heather calls for a boy to stop dunking, Karen's pool friends lament her as an annoying Valley Girl with a voice that is "nails on a chalkboard". This serves to highlight how they're all a gang of karens.
- Dramatic Drop: Mike drops his bicycle when encountering Eleven in front of the mall.
- Emerging from the Shadows: A clone of Billy emerges from the dark as a Wham Shot in the opening scene.
- Face Full of Alien Wing-Wong: Billy is alive, but was subjected to a similar event Will went through in the first season, where a creature from the Upside-Down forcibly implants something inside him via his mouth. It ends up connecting him to the Mind Flayer.
- A Form You Are Comfortable With: The Mind Flayer approaches Billy as a doppelganger of himself accompanied by a horde of shadowy people.
- Fake Period Excuse: Nancy uses this as a means to get time away from running errands to explore the story about the rats by mentioning to Tom that she needs to go to the doctor for "girl troubles". He nearly chokes on his coffee.
- Friendship Moment: Though it was obviously due to jealousy, Eleven was openly dismissive of Max during their sole encounter in Season 2. They've apparently been on better terms since, but Eleven showing up out of the blue at Max's house to ask advice still takes the redhead by surprise. They quickly bond over mutual irritation with things their boyfriends have done, and soon go to the mall, where they have a grand old time and genuinely seem to enjoy each others company.
- Gaussian Girl: Eleven and Max's glamour shots give off this look.
- Girl Posse:
- Erica has a crew of girls her age behind her as she demands another free sample of Peppermint Stick flavor from Robin.
- During the Shopping Montage, El gets mocked by a posse which includes all the girls who shot down Dustin at the Snow Ball. She uses her powers to cause a drink to explode in their faces.
- GPS Evidence: How Steve realizes from background music that the Russian chatter is from the mall.
- Imagine Spot: Two.
- When Karen is telling Billy they cannot have an affair because of her family, Billy looks as though he hit her head against the steel shelves, only to cut to a very un-injured Karen asking Billy to talk to her.
- When Billy is later trying to cool down in the shower, Heather comes to check on him and he imagines her saying "Take me to him".
- Inconvenient Darkroom Illumination: Nancy does this to Jonathan again. Unlike last episode, this time it's on purpose to get him to come along on her investigation.
- Landline Eavesdropping: While Mike is talking to El on the phone in the basement his mother (who has previously shown little sense of privacy towards Nancy) listens in using the phone upstairs. When he falsely claims his grandmother is sick rather than explain the real reason he's avoiding El for the day, his mother gives herself away by worriedly asking if something is wrong with Nana.
- Nice Job Breaking It, Hero: So Hopper was worried about Mike and Eleven's relationship. Too bad his interference drove Eleven straight to Max, who gets her to reject Hopper's rules, remorselessly break the heart of the person who was trying to protect her from being exposed out in the open and taken back to the lab, go to the mall and use her powers in public, and possibly jeopardize Hopper's deal with Dr. Owens.
- Obnoxious Entitled Housewife: Karen's pool friends, members of Billy's fan club, display both internalized misogyny and Gossipy Hen traits as they criticize Heather for her voice as she scolds a boy for dunking in the pool (despite the fact the object of their lust cruelly scolded a boy for his weight in public for running around the pool before). It also must be said all four women are housewives with not much to do in the summer but check out teenage lifeguards.
- Orifice Invasion: During the flashback to Billy's encounter in the warehouse, a tentacle attaches itself to Billy's face, seemingly shoving something down his throat. This turns out to be something that links him to the Mind Flayer.
- O.O.C. Is Serious Business: Karen becomes immediately aware something's wrong with Billy when he wears a shirt at the pool, and acts surprisingly blunt and rude to her when they talk. Though she's unaware that this is because of his new connection to the Mind Flayer, and he seems to realize it, as he tells her to stay away, apparently for her safety.
- Punctuated! For! Emphasis!: Max, when talking with Eleven: "Boyfriends lie. All. The. Time."
- Reasonable Authority Figure: Hopper tries to reason with Kline that the former small business owners outside City Hall are exercising their First Amendment rights. Kline concedes this is true, but points out that they do need a permit, which they don't have, and that's all that he needs to tell Hopper to remove them.
- Relationship Revolving Door: Max has dumped Lucas five times since the Snow Ball, though she's obviously gotten back with him each time.
- Running Gag: Most of Will's speaking lines during the mall scenes are him asking if they're done and can go play D&D now with increasing levels of frustration. Lucas and Mike always respond in the negative, also with increasing levels of frustration.
- Scooby Stack: The way Max and Eleven look around a corner at the mall to spy on the Girl Posse.
- Screw the Rules, I Have Connections!: When the waiter at the restaurant tells Hopper that he is not allowed to take the wine bottle outside, Hopper tells him that, being the chief of police, he can do anything.
- Shopping Montage: Scenes of Mike, Lucas, and (a reluctant) Will looking for "something sparkly that says 'I'm sorry'" for El while Max and El try on various clothes, accessories, and take glamour shots. All set to Material Girl.
- Skewed Priorities: When Steve listens to Dustin's recording, all he can focus on is the music playing in the background. Averted later on when the music turns out to be a giveaway that the Soviet message came from within the mall.
- Spanner in the Works: The deception involving Mike's nana falls apart immediately when Karen unwittingly reveals she's still on the line during Mike and Eleven's call, asking about his nana and revealing Mike is lying.
- Take That!: Mayor Kline's entire scene with Hopper sounds like a thinly-veiled criticism of Ronald Reagan. He flashes his pearly whites while talking about the virtues of unbridled capitalism, even when the consequences of it is protesting right outside his office. His answer to said protests isn't to listen to the problems of struggling workers, but to call the cops on them.
- A Taste of Their Own Medicine: Line used by Max to convince Eleven that she should dump Mike so he could experience what it feels to be treated like garbage.
- Teens Love Shopping: Max takes Eleven to the Mall and teaches her how to shop around for clothes that "feel like her" and even take glamor pictures when they aren't pulling pranks on bitchy girls.
- Unusually Uninteresting Sight: Steve is doing his job when he realizes he is serving Eleven ice cream and asks "Are you even allowed to be here?" before she and Max turn and laugh; he shrugs it off.
- Waving Signs Around: The protest at City Hall that Mayor Kline asks Hopper to stop.
- Wham Line: Combined with a Wham Shot. Dustin and Steve realize the Russians are in Hawkins. The Russian general's henchman is at the restaurant where Hopper was supposed to have a "not-date" with Joyce.
- What the Hell, Hero?: Eleven calls Mike out for lying about his Nana being sick.El: I dump your ass!
- Women's Mysteries: During the Shopping Montage, the boys run into the front entrance of a lingerie shop featuring some skimpy and bright colored articles that either freak them out or intrigue them before running.
