"You think you need them, but you don't. You don't. Oh, but I know you're just scared. I was scared once too. I know what it's like to be different. To be alone in this world."
— Henry Creel
The events of the massacre at Hawkins Labs are revealed. Joyce and Murray help Hopper escape the prison, with dire consequences. The Hawkins gang, stranded in the Upside Down, find their way out and learn new things about the Upside Down. Vecna comes for Nancy.
This episode provides examples of:
- Actually Pretty Funny: When Robin and Eddie fall through the gate into the real world, they both admit that the experience of doing so was pretty fun.
- After-Action Patch-Up: After fending off the attack from the hell bats, Nancy patches shirtless Steve up. Cue intense Ship Tease.
- Ain't Too Proud to Beg: Two begs Brenner to not punish him for assaulting Eleven, his previous taunting demeanor disappearing with terror in its place. Brenner punishes him anyway.
- Airvent Passageway: Downplayed. The duct from the lab's boiler room to the outside is only large enough for Eleven to fit in. The orderly helping her has to stay behind.
- Ambiguous Situation: In order to get Eleven to agree with his plan, Henry convinces her that a) Two and the others plan to kill her as soon as he recovers and b) Brenner is perfectly aware of it and in fact planned for it to happen. While none of this is too out-of-character for the involved, the fact that it's Henry talking casts some doubt on the matter (for instance, Henry claims that Brenner deliberately allowed Two and his cronies to sneak out of their rooms and turned off the security cameras, but Henry could have done it himself, or the kids might in fact just have lucked out). We'll probably never know what would really happen if El didn't agree to escape.
- …And That Little Girl Was Me: The Orderly tells Eleven about the child designated 001 that Brenner has kept secret, only to reveal that he himself was that child. After killing everyone else he tells El about the ill-fated Creel family, revealing himself to be the son of Victor. And just in case it wasn't clear by the end of the episode, the last shot reveals that he became Vecna upon his banishment to the Upside Down.
- Asshole Victim: Two and his lackies, who were shown cruelly bullying Eleven earlier, are brutally killed by the Orderly in his massacre.
- Attack Its Weak Point: Once his flaming spearhead begins to die down, Hopper once again goes for the Demogorgon's relatively fleshy mouth, throwing the spear into it. While this doesn't kill the Demogorgon, it hurts it more than anything else did.
- Bait-and-Switch: The Soviet commander tells Murray impersonating Yuri that he heard Yuri "had a screw loose", making it seem as though he's seen through the façade. Then he says that "Yuri" has "many screws loose" and starts laughing.
- Balcony Escape: The kids escape custody via the window in Nancy's room.
- Bedsheet Ladder: The kids in Hawkins tie some of Eddie's bedsheets together and toss it through an interdimensional portal to rescue the teens stuck in the Upside Down. Dustin lampshades the interesting physics behind it.
- Big Damn Heroes: Steve who ventured alone into the Upside Down gets restricted by a Tentacle Rope while flying bats start feasting on his body. Cue Nancy, Robin and Eddie showing up and kicking bat asses.
- Big Damn Reunion: After spending most of the season locked away from his friends and family, Hopper finally reunites with Joyce and Murray.
- Big "SHUT UP!": The Chief of Police delivers one in order to get everyone in the room to stop chattering.
- Blatant Lies: Erica calls out Dustin, Lucas, and Max for this when they deny knowing anything about Eddie.Erica: "Oh that's bunch of a bull!"Mr & Mrs. Sinclair: "ERICA!"Erica: "I mean, you realize they're lying? The whole couch is on fire!"
- Blood from the Mouth: Steve after the fight scene with the flying bats. In a twist from usual, it's not his despite the injuries he suffered - he bit one of the bat's heads off.
- Booze Flamethrower: Downplayed. Remembering the Demogorgon's only weakness is fire, Hopper steals a lighter and a bottle of alcohol and douses a spearhead.
- Boys Like Creepy Critters: We see a flashback of the young Creel boy excited about playing with a spider at the house.
- Bullying a Dragon: When Brenner first takes Henry, he knows Henry is a psychopath with dangerous telekinetic powers. But instead of killing Henry or keeping him drugged out of his mind and under lock and key, Brenner puts a single skin-deep chip in Henry's neck and makes him an orderly, giving Henry the chance to escape and kill everyone.
- Call-Back: Nancy gets the idea to communicate with the Upside Down party via lights from how Will did it in season 1.
- Call-Forward: One's head cock as he breaks the orderlies' necks repeats Eleven's exact gesture from Season One.
- Chess Motifs: When the Orderly and Eleven play chess at the Rainbow Room, the former compares Dr. Brenner to a chess player who moves the kids like pieces on a chess board.
- Cliffhanger: Hopper and Enzo escape the Demogorgon, but are still surrounded by Russian guards; Eleven finds out the truth of the Hawkins Lab massacre; Colonel Sullivan learns about Eleven's location and orders his men; and Vecna has put Nancy in a trance with no way to break her out of it.
- Conservation of Ninjutsu: In the previous episode, Murray struggled to take down the smuggler Yuri and needed Joyce's help. In this episode, he faces off against several armed soldiers and defeats them all in a few moments.
- Continuity Nod: When Nancy admits to owning guns, Steve fondly reminisces about Nancy nearly shooting him with one of them.
- Crazy-Prepared: Nancy admits to not only having guns in her bedroom, but also hiding them so they're out of 6 year old Holly's reach.
- Creepy Basement: When Eleven enters the poorly-lit boiler room and has a Jump Scare encounter with the orderly she was supposed to meet there.
- Creepy Child: Henry was apparently always a twisted, antisocial little monster. He was the one who killed the animals around the Creel house that his father thought was Satan's work. That's not even mentioning what he did to his family...
- Curb-Stomp Battle: Several happen in this episode alone:
- While Steve is pinned by the three bat creatures that attacked him, once Nancy, Robin and Eddie arrive, they easily demolish the small swarm - Steve even bit into one.
- When the Demogorgon is finally released, it tears through the prisoners with ease.
- Murray swiftly takes out four Russian guards with only his karate skills and the butt of his pistol. It helps that they're surveillance crew and unarmed whilst Joyce is covering him with the only other gun in the room.
- Once his powers are restored, the Orderly, AKA One, commits the titular massacre. Even the telekinetic children are helpless against him, though it's not shown if Two was able to put up any sort of fight like Eleven does, and even then, initially One was still winning when they were both channeling his lessons of using Rage and Sadness to amplify their powers.
- Once Eleven switches to using love instead of hate to fuel her power, she defeats One with ease.
- Cut Himself Shaving: When Dr. Brenner asks the kids if anyone knew why Eleven suffered a concussion the night before (while she pretended to not remember), Two quips she must have fallen. Brenner immediately realizes that Two's responsible due to such a blatant, flimsy lie, and punishes Two with a Shock Collar.
- Deathly Dies Irae: The four notes play repeatedly as bell chimes during the Orderly's Motive Rant.
- The Dog Was the Mastermind: The barely seen and mentioned son of Victor, long thought to be dead, turns out to be both the Orderly and Vecna.
- Everyone Knows Morse: Downplayed. Nancy asks her friends if they know morse when trying to contact Dustin and company, but the only one who does is Eddie, and even then it's only a simple "SOS" message. It's enough to get the Party's attention, though.
- Evil Cannot Comprehend Good: One is genuinely surprised at El's horrified reaction to the massacre. He expected her to be glad the kids who shunned and bullied her were dead. Likewise, he's visibly baffled and afraid when she manages to overpower his anger-fuelled psychic attack with the faint memory of her mother's love, clearly not understanding when Eleven could gain such strength from, despite having been raised by a loving family, as opposed to her brief contact with her mother at birth.
- Fed to the Beast: The Russians feed prisoners to the Demogorgon.
- Five-Second Foreshadowing: When the Orderly tells Eleven and Nancy about his childhood, he mentions being put in a hospital and having several tubes hooked up to him. Just like the tendrils that fuse into Vecna.
- Foreshadowing:
- When describing the concept of the Upside-Down's Hive Mind to Eddie, Steven summarises it as the Vines, monsters and creatures of the world all being 'like, One, or something', and that stepping on the vines is equivalent to stepping on Vecna and alerting him to their location. The episode ending reveals that all the creatures and monsters under Vecna's control are indeed, One.
- When Eleven psychically discovered Barb's body in "The Bathtub", the camera had a Gross-Up Close-Up of her mangled face and cocooned chest that prevented a better view of her fatal injuries, but they didn't seem consistent with the bestial mangling and physical trauma that the Demogorgon inflicted on Brenner's soldiers, or what the Soviet Demogorgon does to the prisoners in this episode. When Nancy is Mind Raped by Vecna and flung into a recreation of the Upside-Down swimming pool where she was killed, her body is shown to be physically contorted, with her limbs broken and twisted in the same manner as Vecna's other victims, as shown by Fred's entombed corpse in Vecna's mindscape. Not only does this and Vecna's dialogue imply that he was the one that really killed her, Eleven's Freak Out and breakdown over seeing Barb's body is hinted to be because it reminded her subconsciously of the mutilated bodies of the other test subjects in the Hawkins lab massacre, hinting at The Reveal that Vecna and the Orderly are the same person all along.
- From Dress to Dressing: Nancy rips parts of her dress off to make a Sarashi-like bandage for Steve.
- Gambit Roulette: Assuming the Orderly had been planning his revenge from the moment he was introduced, his plan relied on enough bad things happening to Eleven that she would trust him, then when he finally pointed out the Restraining Bolt in his neck not only would she volunteer to remove, but that she would do so successfully.
- Gravity Screw: Using a gate is shown to be this when Nancy's group gets out. The bed sheet Dustin fashions into a rope even just hangs in the middle of the air without any assistance.
- "Groundhog Day" Loop: The Upside-Down is a version of Hawkins that is perpetually frozen in time,
- Hey, Wait!: After Murray and Joyce successfully gain entrance to the prison, the commandant asks him out straight if he is Yuri, the nutty peanut butter smuggler. Murray freezes up but then the commandant continues saying that Murray can't be him because he is twice as nuts.
- Hoist by His Own Petard: Downplayed. In an earlier episode, One taught Eleven how to fuel her psychic powers with anger. It ultimately becomes his downfall as it allows Eleven to defeat him, but One is actually winning the fight at first when they duel using negative emotions to amply their abilities, due to his greater experience and infinitely crueler nature. It's when Eleven channels the faint memory of her mother's love for her instead that he's overcome, in such a one-sided manner that it's implied via his confused expression that he doesn't comprehend where she could be drawing such strength from.
- Hope Spot: As Nancy climbs through the gate in the Munsons' trailer, she doesn't fall into the real world but instead into the pool at Steve's house in the Upside Down. Cut back to Steve, and it's revealed that Vecna has used Barb's death to place Nancy under his thrall.
- Manipulative Bastard: The Orderly is revealed to have been exploiting Eleven's vulnerability and loneliness for his own ends by coming to her aid and showing kindness only to use her in his plan to murder everyone in the lab.
- Menacing Hand Shot: When Two gets punished for mistreating Eleven, the camera focuses on the Shock Collar in the orderly's hand as he is approaching the terrified boy.
- Misanthrope Supreme: One views humans as an infestation in an otherwise orderly world and wants to wipe them all out.
- Motive Rant: One delivers one to Eleven comparing humanity to a pest infesting the earth, how human laws are oppressive and how human life is utterly mundane and pathetic.
- Nice Job Breaking It, Hero: Eleven's flashbacks prove her innocent of the massacre at the lab. However, they also reveal her to be responsible for major conflicts in the series:
- She accidentally opened a hell gate when she defeats One, setting up the events of Season 1.
- She unwittingly removed the Restraining Bolt from the Orderly's neck who turns out to be One, who then ran amok at the lab and later turns into Vecna, the Big Bad of Season 4.
- The Noisy Straw: Erica's signature move. She blackmails Lucas into coming clean about the gang's secret mission and slurps loudly on her drink while he recaps the events to her.
- Oh, Crap!:
- Joyce's face screams this as she hears the Demogorgon, no doubt remembering the events of Seasons 1 and 2.
- One when Eleven overpowers him and opens the Upside-Down's gate on him.
- Once More, with Clarity: We've seen Brenner's side. We've seen what El remembers... now we get to see what really happened at the lab the day of the massacre.
- Origins Episode: This episode details the origins of Vecna, and how he evolved from a superpowered human to a hellish abomination.
- Plot Armor: Hopper and Enzo are the only two survivors of the Demogorgon attack because they're the only important characters. Hopper is particularly affected while trying to light his spear as the Demogorgon attacks everyone except him.
- Porn Stash: Apparently Erica found one under Lucas' bed which she blackmails him with in order to get introduced into the masquerade.
- The Power of Hate: Once again, Eleven uses her anger about how she was abducted and her mother mistreated to channel her powers and fight One. It doesn't work.
- The Power of Love: Ultimately, she uses the memory of her mother's love to fuel her powers. With that, she defeats him easily.
- Prayer Is a Last Resort: Discussed. When the gate to the Demogorgon is opened at the prison yard, Dmitri notes that he hopes Hopper's prayers have been heard.
- Pre-Explosion Glow: Same as done with the Demogorgon in the season 1 finale, One glows from the inside before getting destroyed by Eleven.
- Pop the Tires: Erica slows the police down by popping one of their vehicles' tires as she passes by while she and the Party escape.
- Punctuated! For! Emphasis!: Lucas to his sister when he wants her to confirm that she won't tell the adults about Vecna and the Upside Down:"Do. You. Copy?"
- "The Reason You Suck" Speech: Owens calls Brenner out for indulging in his memories of the past with Eleven rather than focusing on what they are actually trying to accomplish.Owens: We're running out of time here, Martin. Hawkins is running out of time.
Brenner: I understand the stakes quite well.
Owens: You know, sometimes I wonder if you really do. Or maybe you've just done all this 'cause you missed your daddy-daughter time. I've given you everything you asked for, I've compromised my principles, I've risked my life, my family's life, all because you assured me this would work, that this was the only way. But I don't see any progress out there, Martin. You know what I see? I see a frightened, traumatized little girl. Good for us. - Red Eyes, Take Warning: When the Orderly massacres the other experiments, his eyes are left bloodshot, which contrasts strongly against his pale skin and blue irises.
- Restraining Bolt: The Orderly, AKA One, has one implanted in his neck which contains his Psychic Powers. Once it's removed by Eleven, he goes from being assaulted by the Hawkins Lab guards into a lethal killing machine that tears through them with ease.
- Retcon: The flashbacks to the massacre reveal that Eleven first opened a gateway to the Upside Down not during one of Brenner's experiments, but when trying to kill One. Semi-justified as that gate was a permanent two-way portal between the realms, whereas the initial breach she tossed One into seemed to have been a one-way accident and it closed behind him, with Eleven not fully aware of what she'd done. Likewise, the later portal was opened when Eleven's powers had gotten stronger, and Vecna implies during a later conversation that he'd been intentionally manipulating the Upside-Down to both invade through the portals and keep them open.
- The Reveal: Several:
- The Orderly is revealed to be One, formerly known as Henry Creel, and later Vecna.
- Eleven is revealed not to be the cause of the massacre of the rest of Brenner's test children, One is.
- The Upside Down is not just a parallel plane of Hawkins, it's specifically a Hawkins frozen on November 6th, 1983, the day that its interdimensional gate between the two planes was first opened.
- The method Will used to communicate with Joyce through the lights in Season 1 is depicted as energy from the real world causing a light to appear in the Upside Down that people there can manipulate and intensify the corresponding light in the real world, even if the source isn't present in the Upside Down.
- The bloodstains on Eleven's hospital gown aren't from her murdering the other children, but from where Henry threw her around the Rainbow Room and into their bodies.
- When Vecna pulls Nancy into his mindscape, he finally shows the location of Barb's body — in the Upside-Down version of the swimming pool where she was attacked. Not only does it seem to still be there, but the corpse's twisted and mangled limbs, it's atypical concooned state similar to the mental recreation of Vecna's victims in his mental version of the Creel family house and his dialogue imply that he was the one that actually killed her that night.
- Rivers of Blood: The pool at Steve's house in the Upside Down slowly fills with blood while Nancy stands in it. It's Vecna's way of getting under her skin for leaving Barb behind.
- Shipper on Deck: While Robin shipped Steve to Nancy in the previous episode, this time it's Eddie who ships Nancy to Steve by reminding him that it was Nancy's idea to follow Steve into the Upside Down which eventually saved his life. Eddie calls it an Act of True Love.
- Shock Collar: Dr. Brenner tortures Two with a shock collar in order to get him to admit to having hurt Eleven.
- Sick Captive Scam: At the lab, Eleven pretends to be sick from the lighting but escapes the orderly on the way to the medical quarters.
- Stealth Hi/Bye: Eleven ditches the orderly leading her to the medical quarters when he's not paying attention, and uses a key card One gave her to find a way out.
- Stereo Fibbing: During the kids' interrogation, Nancy's mother asks if Nancy was with them. Dustin confirms while Max denies it leading to an awkward moment of silence in the room.
- Straw Nihilist: Henry/One's Motive Rant essentially boils down to human life being nothing but a bunch of "made-up rules" meant to trap people, who are disgusting creatures, in a meaningless and oppressive existence.
- Tears of Blood: This episode clarifies that Eleven's tears of blood at the lab shown in an earlier flashback were caused by One trying to psychically pull out her eyes from the sockets as he did will all the other victims.
- Tempting Fate: Steve notes that they should be capable to take on those bat-like creatures since there ain't that many. Cue a screaming noise from the distance as another swarm of bats approaches.
- Tentative Light: Hopper's improvised torch which he uses against the Demogorgon dies down at which point he throws the spear into the monster's mouth.
- Torture Always Works: The military keeps torturing the agent from the Byers house who at first resists but after an extended time in the Punishment Box eventually submits and reveals Eleven's location.
- Tracking Device: The orderly shows Eleven the tracking device implanted in his neck which allows Dr. Brenner to track and control him.
- Trojan Prisoner: Joyce and Murray's plan involves Murray masquerading as Yuri, Yuri being forcibly disguised as Murray, and Joyce as the other "captive" American.
- Villainous Valor: Even when faced with an armed Murray, a Soviet guard refuses to open up the doors in the Gulag as it would put the Demogorgon in his comrades' path. Murray is impressed.
- Walking Shirtless Scene: Steve spends the first act shirtless and barefoot after being dragged into the Upside Down. Eddie later gives him his denim vest to help him preserve his modesty, but since Steve doesn't button it closed it still leaves most of his chest exposed.
- We Can Rule Together: When One offers Eleven the chance for them to dominate the world together, she refuses.
- Wham Episode: The origins of both Vecna and Dr. Brenner's experiments, along with the truth behind the lab massacre, are revealed: Vecna was originally Henry Creel, the telekinetic son of Victor Creel who used his powers to kill his mother and sister (then framed Victor for the murders). He was later taken in by Dr. Brenner and became the first child (labeled "001") in the Hawkins Lab program, eventually growing up to become the orderly that "assisted" Eleven. After regaining his powers, One slaughtered the rest of the children and orderlies, but a telekinetic fight with El sent him tumbling into the Upside Down, where the dimension's lightning transformed him into the terrifying monster he is now.
- This episode also reveals that the Upside-Down isn't just a Dark World version of Hawkins, but it's a version of Hawkins that has been frozen in time on the day the gates opened. Nancy realizes this when we she enters her room in the Upside-Down and discovers the wallpaper and other assorted details are things she used to have... but no longer does in the present.
- Wham Shot: When the orderly pulls up his sleeve to reveal his 001 tattoo.
- When One begins his monologue and the camera focuses on Henry Creel, Victor Creel's youngest son.
- The final shot, where we zoom in on Vecna's wrist to confirm what had been implied: he is One/Henry Creel/the Orderly.
- Who Would Be Stupid Enough?: Dustin doubts that the rest of the party wouldn't go into the gate, due to lacking means to defend themselves and not having a way of getting back out. Unfortunately, that's exactly where they went.
