An ailing Max opens up to Susan — with disturbing results. While Hopper digs for the truth, Eleven unearths a surprising discovery.

Susan was definitely used to seeing people drive fast, but she's never felt it.

Joyce was swerving around every turn, crossing the yellow line more times than Susan would've been comfortable with. She exclaimed a couple of times whenever Joyce made a risky driving decision, even holding on for dear life when her new friend decided there was no such thing as speed limits.

Thankfully, much to Susan's relief, they arrived at the school in no time. Joyce parked on the grass next to the bike rack, much to Susan's discomfort.

The women dashed inside the building and headed straight for the Mr. Clarke's room, only to find no one there.

"Joyce, are you sure they're in trouble? What's going on here?" Susan asked, still a little confused as to why Joyce was so worried. While she was worried about her daughter herself, her brain was still rattling with questions.

"My son and his friends usually have AV Club after school, but the teacher who runs it isn't here, so they must be—"

"Max?!!"

"MAX!!!!"

The two women turned at the sound of two young boys calling Max's name. They ran out into the hall following it until they came across two young boys: one with a headset and the other with a walkie. They were screaming out for Susan's daughter in a manner that worried them both.

"Max, where are you?!!"

"MAX!!"

Joyce recognized the boys instantly. "Dustin! Mike!"

Dustin and Mike flinched at Joyce's loud call, but they proceeded to head towards her as she and Susan jogged in their direction.

"Mrs. Byers?" Dustin exclaimed, confused to see Joyce and a random woman at the middle school.

"What's going on? Where's Will?" Joyce asked.

"He's out looking for— wait, who is this?" Mike asked, gesturing to Susan.

"Boys, this is Miss Susan, she's Max's mother," Joyce quickly introduced the anxious woman to her son's friends. "Susan, this is Dustin and Mike."

"Miss Susan, thank God you're here," Dustin exclaimed, shaking Susan's hand really quickly.

"Dustin, what do you mean 'thank God?' Where's Maxine?" Susan asked in a panic.

The back doors suddenly swung open and everyone whirled to see Will stumbling over in an absolute hurry with his walkie in hand, catching the rest of the gang's attention.

"The field!" he breathed out, waiting for everyone to follow him before he made his way back outside.

Out in the field, like Will had said, Max was standing in the dead center with her eyelids closed and fluttering. Lucas was next to her, her skateboard tucked under his arm while the same hand held his walkie. The other hand was shaking Max's shoulder while he called her name in an attempt to snap her out of it, but to no avail.

"I just found her like this!" Lucas announced when he saw everyone sprinting his way. "I think she's having another episode!"

"Maxine!" Susan called out, grabbing Max's shoulders and kneeling down in front of her, Joyce and the boys surrounding her as they anxiously watched the scene. "Maxine! Max! It's okay, baby, mommy's here! Max? Max!"

Max unfortunately couldn't hear her mother's desperate cries, as she was rooted to the spot and felt shadows creeping into her body from all sides possible.

"Maxine, wake up! Can you hear me, baby?!" Susan called as she desperately shook Max and stroked her cheeks.

Max felt murderous and painful intents swarming her mind as everything on the other side was forced away from her thoughts.

"Max, honey! It's mom! You need to wake up, sweetie! Wake up!"

Max felt the shadows getting heavier on her body, only growing stronger with each passing second.

"It's mom!"

For some reason, the blackness in Max's vision started coming to light, but the shadow's rapid movements into her body did not slow down.

"It's me!"

Max did everything she could to teach for a sliver of air as the shadows shied away from her vision.

Everyone anxiously waited for a response from the stock-still ginger.

The shadows finally ceased.

And Max's eyes shot open.

Susan held onto Max's arm with one hand and carried her skateboard with the other as they took their leave, Max's backpack already over her shoulder. Joyce followed behind as she needed to give them a ride home, already cooperating with Will about coming to pick him up later.

"Okay, this is bad," Dustin piped up as the four boys watched Max leave. "This is really, really bad."

"Two episodes in two days," Will listed.

"It's getting worse," Lucas sighed.

"Do you guys think it's True Sight?" Will asked.

"How can it be True Sight? That makes no sense," Mike denied immediately.

"Mike, come on, quit being a douchebag," Dustin groaned.

"I'm not being a douchebag, I'm just trying to state the obvious!"

"What, the obvious fact that you don't like Max?"

Mike sighed and earned a disapproving glare from Will.

Nobody said anything after that as they watched Joyce drive Susan and Max home, the mother and daughter in the backseat in each other's arms.

\\0//

After Joyce had dropped Susan and Max off, the two immediately sat in the kitchen for a conversation on what happened to Max, Billy not being home yet.

"I said I can't remember," Max repeated for the third time.

"I need you to try, honey," Susan replied.

"Mom, I am! I just— it's all fuzzy now."

"Maxine, please. I know it's hard, but you need to try and make it clear again, okay?"

Max sighed. "I-I was on the field... and then... everything was blank and then you were there."

"Max, baby, you have to tell me the truth."

"I-I am, mom! I am!"

Susan then got up from her seat and walked over to the counter, picking up a piece of paper and bringing it back over to the table.

When Max saw her drawing of the shadow monster and scribbled shape on a bigger piece of paper similar to it, she felt cold.

"This shape. Miss Joyce and I saw it on Will's Halloween tape while you were there. It's the same shape as your drawing," Susan explained, her daughter growing pale. "Now, Miss Joyce told me that these episodes could mean something else. And I believe her. I think Dr. Owens is wrong. I think these episodes you're having are real."

Max swallowed hard.

"Maxine, baby, I love you with all my heart, but if you're not open with me, then I can't help you with this. And I want to, baby. I want you to be a happy and healthy girl. And if whatever's going on with you is holding you back, I need you to talk to me, okay?"

"You wouldn't believe me," Max numbly replied.

Susan leaned forward. "I've talked with Miss Joyce. I know what she's been through; she lost her son to something like this. I don't want to lose you, Maxine. Please, no more secrets, okay?"

Max finally nodded, a little more worried that Susan knew the story of Will, but somewhat more comfortable that her mom had an idea of what was going on with her. Susan inched closer to her daughter, tapping on her scribbled drawing.

"Now, this thing... did you see it out on the field?"

Max found herself slowly turning around to face whatever was behind her. She shuddered as the large shadow came into view above the school and loomed over her.

Max thought for a moment before answering with a shaking voice. "Y-Yes."

"Do you know what it is?"

Max may have seen tall buildings in the past, but she's never seen a moving, living, breathing shadow that was at least 50 stories tall. As it came into better view, Max saw the creature open up to reveal multiple limbs, looking somewhat like a spider. It also had an elongated, flame-shaped head that rose from the center of the body.

"N-No... but it's... it's almost like a... a feeling," Max shivered.

"Like the one you had in your nightmare?" Susan asked.

Max just stood and stared. Petrified. Her lips slightly parted as her breathing suddenly became shallow with fear.

She didn't know why she wasn't running, or calling for help, or why she was even there in the first place.

Or why she suddenly heard loud screeching rattle her ears from behind the clouds.

"Yes..." Max confirmed with a shiver, her eyes glistening and her voice nearly a whisper.

"What does it want?" Susan questioned.

Max sprinted down the hall as fast as she could, the shadows behind her screeching and chasing after her. She darted her head backwards a few times only to see the shadowy sea closing in on her. She tried to push herself to run faster, but the shadows only increased in speed.

"I don't know," Max slowly shook her head. "But... but it was c-coming for m-me..."

"Leave me alone! Leave me alone!! LEAVE ME ALONE!!!!"

"A-And I tried to make it go away."

Max was screaming now, but all of it was drowned out as the monster grew closer and screeched louder.

"I tried to f-fight it..."

Max didn't feel paralyzed, though. She tried to fight. She swung her arms around. They only grazed the spinning shadows. No harm was done.

And that's when Max froze.

"But it got me... it got me, mom..." Max whimpered.

"What does that mean?" Susan asked, her concern rising as tears slowly slid down Max's cheeks.

"I felt it... everywhere," Max answered, her lips trembling. "Everywhere..."

She suddenly felt something slither inside of her through her mouth. Then her eyes.

Then everywhere else.

Max felt like it was strangling her. Her body suddenly began to spasm as she tried to gasp for air.

Max felt like her body was crumbling to the ground as the rapid shadows grew more painful.

Max couldn't move, the chilling aura and screeching of the shadows growing louder and stronger.

Max's vision began to blacken, nothing but blackness swarming around her.

"A-And I still feel it... I just want this to be over!"

And Max broke. She broke down. Susan pulled her sobbing daughter into her arms and comforted her.

"Shhhh... Max, it's okay. It's okay, baby..." she assured her daughter before making her face her directly. "Listen to me, baby. I'm going to make sure nothing bad happens to you, okay? Whatever's going on with you, we can fix it. I will fix it, okay?

Mr. Smith let me off for a couple weeks because he knows we just moved here. And Neil's out on a business trip for the month, and you know Billy is out there doing God knows what, right? It'll be just you and me on this. You and I can work through this together. We will fix this. Okay, baby?"

Max nodded, and Susan let her sink into her arms once again. Susan looked down at the drawing and felt anger rise in her, determined to stop whatever evil this was from hurting her daughter.

Later that night, Billy's car rolled up onto the driveway and stopped rather abruptly. He knew it was almost past midnight, but he was thankful that the adult that was home didn't mind at all as long as she saw him inside the house the next morning.

Billy walked up to the front door, opening and closing it quietly behind him. He at first noticed how quiet the house was, and assumed that Susan and Max had both gone to bed. Billy strolled through the oddly silent house, thankful that his father wasn't home for a while, otherwise he'd be getting a face to face (or fist to face) conversation about being late yet again and not giving a shit about his family. He pushed away the ugly thought, not wanting to end his night on an uncomfortable note.

But curiosity struck his mind when he passed by the master bedroom's open door and didn't see his step-mom there. His next option was to stop by Max's, and sure enough, the two were fast asleep in the young red-head's bed. Susan was holding Max close and Max's fingers were intertwined in one of her mom's hands, the two in a deep slumber.

While the question why his step-mom and step-sister were in the same bed, as he's never seen that sight before, lingered in his mind, Billy decided he was too tired to care. Eventually, he closed Max's bedroom door and headed towards his room to turn in for the night.

However, it's a shame he ignored the question, because if he looked further, he would've seen Max's somewhat gray eyelids fluttering in her sleep, her eyeballs moving back and forth at quick intervals.

And then he would've questioned whether or not she was really asleep.

The next morning only made things more complicated for Susan. She was glad to see Billy home and sent him off to school after telling him Max was sick and would be staying home today. She had already called Joyce and told her that she might need her help figuring out what was wrong and confirmed with her that she would be there soon and help her call Hopper. But Susan had called for the chief about eight times, and no one was answering. She was even trying the police station a few times, but no one's seen him come in yet.

She didn't stop, though.

Susan sighed as the line kept ringing through her ear, tapping the wall in frustration.

"Hawkins Police."

Finally. "Hi, Miss Florence, it's Susan again."

"Oh, hi, Susan. Listen, I gave him your message..."

"He's still not there?"

"No, unfortunately, but..."

"Did he get any of mine or Joyce's messages from yesterday? Did you give—"

"Yes, do you wanna talk to..."

"Miss Florence, I'm really sorry to be giving you a hard time, but I need to talk to Chief Hopper immediately. Please tell him to call me the second he gets in. Please. Thank you. Bye."

Susan hung up quickly and sighed while massaging her forehead. She turned around when she heard soft footsteps down the hall and smiled to see Max slowly strolling down with a small bed-head hairdo.

"Hey, good morning, sleepyhead," Susan greeted as she gently kissed her daughter's forehead. "Feeling any better?"

The mother's heart sank when Max shook her head.

"Same as last night? Still got the weird feeling?"

"Yeah," Max replied as she and Susan sat down at the kitchen table.

Susan sighed softly and let her hand feel Max's forehead and cheeks, which felt surprisingly cool. Deciding to check her temperature, Susan went to retrieve a thermometer and helped Max slide it under her tongue. After a few minutes, Susan gently slid the device from Max's mouth and checked it.

Max saw her mom's face sink a little.

"Is it a fever?" she asked.

"No. Uh, actually, it's cold," Susan answered, keeping the result of 95 degrees fahrenheit to herself. "Do you feel cold?"

"Not really. Just... a little out of it, I guess," Max answered with an honest shrug. "Like I'm not 100% awake yet."

Susan shifted in her seat.

"You promised no doctor," Max reminded out of fear, still worried about walking into the lab again.

"And I meant it. No doctor," Susan replied firmly. "You know what? I have an idea. How about I run you a nice warm bath and get your body temp up to help you feel better?"

Max softly smiled at the idea and nodded.

"Okay, sound good?" Susan smiled and rubbed Max's shoulder, her daughter nodding again. With the double check confirmed, Susan went to prepare her daughter's bath.

\\0//

As Dustin strolled along to the front of the school, he heard the sounds of his friends near the dumpster.

"Stop being a baby and do it already!"

"This is so gross. Does he really have to be in there?"

As Dustin followed the voices, he noticed Will and Lucas standing by the dumpster, both of them holding wooden poles.

"What the hell's going on?" Dustin asked.

"What do you think? We're looking for Dart," Lucas replied.

Everyone jumped when a trash bag flew from the dumpster, the smell disgusting them more than they would prefer.

"Well, well, well. Look who finally decided to show up!" Mike angrily groaned as he hopped down from the dumpster. "And right after I drew the short straw. Real convenient."

"You stink!" Lucas exclaimed, he and Will backing away from Mike.

"What do you expect? I was in the garbage!!" Mike complained.

"Hey, uh, is Max coming?" Dustin asked after looking behind him.

"My mom told me she's staying home today. Miss Susan said she was sick," Will informed solemnly.

"Jesus, I hope she's okay," Dustin sighed. "I bet she's seen some really crazy shit."

"Yeah, me too," Lucas agreed.

Mike nodded along, which was probably the most satisfaction the boys would get from Mike showing sympathy for Max.

"Are you just gonna stand there? Or are you gonna help?" Mike then scolded Dustin as he tossed him a pole.
Dustin sighed and helped Lucas and Will poke and prod the bag of trash Mike had thrown out, a little cockroach skittering away at the sound of danger.

"All living things, from complex mammals to single-celled organisms, instinctively respond to danger," Mr. Clarke explained to his students during class time. "Expose a bacterium to a toxic chemical, and it will flee. Or deploy some other defense mechanism."

Lucas was somewhat paying attention, occasionally looking back at Max's desk, sad that she wasn't there.

"We're very much the same," Mr. Clarke continued his lecture, catching Lucas' attention again.

\\0//

Max, back at home, was now wrapped in a towel and had her hair tied in a messy bun in preparation for her bath. But she soon found herself approaching the bathroom rather warily and stared at down the bathtub. She didn't realize how tightly she was clutching the top of her towel close to her chest.

"When we encounter danger, our hearts start pounding."

Max's mom had already filled the water up to a reasonable warm temperature, yet that was what worried the young redhead.

"Our palms start to sweat."

As Max stared at the lukewarm water, she felt her heart rate rise for an unknown reason. She didn't know why, but she felt unsafe.

"These are the signs of the physical and emotional state we call..."

It felt like the still water was screaming at the young frightened redhead. Begging for her to come in. Something in the back of Max's head told her it was a trap.

"fear."

Max's neck tensed as she felt a cold sweat begin to run down her skin, followed by a river of goosebumps. Dark tunnels suddenly raced through her head and her breath nearly hitched. The screeching in her head got somewhat louder the longer she stared at the water; and for some reason, Max sympathized with it.

Susan groaned at the sound of Hopper's voicemail playing for the fifth time through her ears. She nearly punched the wall in frustration because of how many times she had called. She knew Joyce was coming, but she didn't know where Hopper was. And she knew she needed him here with Joyce now.

"Mom?"

Susan hung up the phone when she heard her daughter's voice.

"Yeah, sweetie?"

"The water's too hot."

Susan furrowed her eyebrows in confusion and walked over to the bathroom, Max trudging behind her with a ghostly white clenched fist on her chest while holding her towel. When Susan arrived, she noticed Max had pulled the plug and all the water was drained.

"Max, baby, I can cool it down a little, but we need to get your temperature back up," Susan coaxed as she