Dustin feeds the creature he found in the trashcan a 3 Musketeers chocolate bar and names it d'Artagnan ("Dart").
In a flashback, Hopper leaves food in the woods for Eleven, and eventually she approaches him. Hopper moves her into his grandfather's old hunting cabin, telling her it is the safest place for the time being. In the present, Hopper refuses to allow Eleven outside, telling her that it is still not safe. Angry with his stalling, she leaves the cabin during the daytime and goes looking for Mike.
Bob recounts a childhood nightmare to Will and encourages him to stand up to his fears. Nancy persuades Jonathan to help her tell Barb's parents the truth. She arranges a meeting with Barb's mother in a local park the next morning.
Hopper confronts Owens with evidence that the blight comes from the lab. Owens reluctantly agrees to look into it.
Dustin brings Dart to school and shows it to Will, Mike, Lucas, and Max. Will realizes Dart is from the Upside Down. As the party argues about what to do with Dart, he molts and escapes into the school, necessitating a search. Eleven, meanwhile, happens upon Mike and Max as they are looking for Dart. Looking at them from a distance, she sees them arguing and mistakes it for flirting. Jealous, she makes Max fall off her skateboard.
On a videotape Will made while trick-or-treating, Joyce discovers an image of the monster.
Will finds Dart, triggering a vision of the Upside Down. Dustin recovers Dart, but keeps it secret from the others. Following Bob's advice, Will confronts the monster, but it invades his body.
This episode provides examples of:
- Advice Backfire: Bob's advice to Will about facing his fears would have been great if the latter's Bad Dreams were an obstacle in a mundane Coming-of-Age Story. It might have even worked in a different kind of supernatural thriller. Unfortunately, the Shadow Monster Will's been seeing is a very real threat in a Sci-Fi Horror series, so taking Bob's advice leads to disaster.
- Call-Back: Eleven reminds Hopper of the phrase "Friends don't lie!" which she picked up from her friends early on in Season 1.
- Camera Abuse: When Joyce jumps into her car to drive to the school, her accelerating tires throw a spray of dirt on the camera.
- Caught Coming Home Late: Subverted. When Dustin arrives home late, he tries to sneak into his room but his mom is shouting for him from the next room. The expression on his face tells us he is fearing the worst. But then it's revealed that his mom only wanted to know how the trick-or-treat night went.
- Cobweb of Disuse: Hopper's cabin is full of cobwebs when he and Eleven first enter. He explains that it belonged to his grandfather and the only usage he's gotten out of it in years is storing things.
- Connect the Deaths: Hopper connects the crop die-offs on a map that leads him back to Hawkins Lab.
- Defrosting Ice Queen: Or King, rather; while Mike has been rather stand-offish and cold towards Max and her efforts to join the Party, when she demonstrates her skateboarding skills he is clearly enjoying watching her despite himself and beginning to warm to her a bit. Unfortunately, Eleven sees this, mistakes it for flirting and reacts poorly.
- Easily Forgiven: Defied, just because Nancy doesn't remember what she said when she was drunk doesn't leave Steve in a happy mood. Since she refuses to apologize, which could mean she meant what she said due to the stress of keeping the truth about Barb's death a secret.
- Eureka Moment: Nancy gets the idea for her Caught on Tape coup of the next episode from seeing a boy with his Walkman.
- Evil-Detecting Cat: Dustin cat's reaction to Dart, who is hidden in the ghost trap.
- Face Your Fears: Bob advises Will to do this, relating how it helped him defeat a recurring nightmare he had as a kid. Unfortunately, this doesn't work out well for Will.
- Flashback Cut: When he sees Dart for the first time, Will has a quick flashback to him throwing up a worm-like creature at the end of Season 1. Just so the audience gets the connection between the two events.
- Flashback Effects: Combined with Mood Lighting. Flashbacks with Eleven in the woods are shown in a bleak bluish tint. They change to a warmer golden tint once she and Hopper have fixed up the cottage.
- Glamour Failure: The Mind Flayer's outline shows up as a distortion on Bob's video camera.
- Green-Eyed Monster: Eleven becomes jealous when she sees Max talking with Mike and uses her power to make Max fall off her skateboard.
- Hairpin Lockpick: Max opens the door to the AV room with a paper clip.
- Hard-Work Montage: Of Hopper and Eleven cleaning out the cottage and preparing the trip wire for unexpected visitors.
- Hide the Evidence: A low-key example when Hopper takes Eleven to his grandfather's cabin; it's filled with boxes of his old stuff, and while Eleven is looking around, the first one he grabs (and hides) is labeled "Sara", implying it's a box of his daughter's things or mementos of her.
- Huddle Shot: Of the kids looking at Dart in the trap.
- Irony: Mike has spent pretty much the entire season up to this point being stand-offish towards Max. So naturally, when Eleven sees them together of course it's the one time where we see him actually begin to enjoy her company.
- Jerkass Has a Point: Hopper to Owens when he informs Owens of the crop die-off. Owens tries to bully Hopper into submission, but Hopper counters that he has done what the government asked (helping to keep what happened quiet in exchange for the lab people keeping continued experiments under wraps), so in exchange Owens can send some people out to test the damage. Owens reluctantly agrees.
- Layman's Terms: Joyce demands this of Bob when he tries to explain to her how to hook up the video cassette to the TV.Bob: You gotta find the RF-P1U with coaxial cable so you can connect the video ins and outs.
Joyce: Bob, English.
- Line-of-Sight Name: Dustin names Dart after the first thing he feeds it, a Three Musketeers bar.
- Look Behind You: When the librarian refuses Dustin to check out more than ten books, he looks past her shoulders and says "What the hell?" While the librarian turns to a blank wall, Dustin not so quietly runs out of the library with his massive stack of books in hand.
- Missed Him by That Much: Played with. When Eleven sneaks into the school building to look for Mike, she misses him walking by, but seems to sense him and heads toward where he was... before going the wrong way. But a scene later she finds him in the gym with Max.
- Mistaken for Cheating: Eleven mistakes Mike's interaction with Max at the gym as flirting. And it hurts.
- No-Sell: Will tries taking Bob's advice to face his fears for the next time he has an episode, screaming at the Shadow Monster with all his might to go away...and gets an Orifice Invasion for his efforts.
- Not Afraid of You Anymore: Subverted. Will tries to demonstrate this to the Shadow Monster when he has a hallucination, only to find out the hard way that not only is it not a hallucination, but also that the Monster has capabilities that he was better off running away from.
- Orifice Invasion: The Shadow Monster forces itself into Will's body through his mouth, nose and eyes.
- Punctuated! For! Emphasis!: When Dustin is borrowing books from the library: Five. At. A. Time.
- Recurring Dreams: Discussed by Bob, who had a recurring nightmare of a Monster Clown when he was a child and believes that Will is experiencing something similar.
- Relationship Sabotage: Eleven gets jealous of Max being around Mike and causes her skateboard to pull out from under her.
- Rule #1: Hopper has three rules for Eleven which he calls the "Don't Be Stupid Rules".Hoppper: Rule number one: always keep the curtains drawn. Rule number two: only open the door if you hear my secret knock. And rule number three: don't ever go out alone, especially not in the daylight.
- Shirtless Scene: Billy playing basketball.
- Sixth Ranger: Mike treats Max like this, much to Dustin and Lucas's irritation.
- Stealth Hi/Bye: Eleven disappears inexplicably when the mother turns to look at the moving swing behind her.
- Suspiciously Apropos Music/Stealth Pun: "You Don't Mess Around With Jim" plays while Sheriff (Jim) Hopper and Eleven fix up their new home. Then she promptly messes around with him by breaking the "Don't Be Stupid" rules that he set down.
- Tastes Like Friendship: Dustin and Dart start bonding when both take a bite from his nougat bar. Later lampshaded by Mike:Dustin: We have a bond.
Mike: A "bond"? Just because he likes nougat?
- Weakened by the Light: Dart apparently can't stand being in the light and hates the heat.
- Wham Shot: Joyce checks the video Will made during Halloween night, and when she reaches the part where Will looks to the sky, she sees a pattern following the creature Will drew... which means that what he is seeing is real.
- You No Take Candle: For some reason, Eleven is not speaking fluent English when asking the mother for the directions to the school.Eleven: School. Where is school?