It's been a couple of weeks since Billy had been flayed. You and Billy's stepsister, Max's, party already tried to 'take it out' of him by locking him in the sauna. It didn't work since elevens powers died weak, and Billy had only gotten stronger.

But now there's a bigger problem in hand, the mind flayer had been attacking the starcourt mall, and Billy had been helping since he was flayed. He had attacked Max, Mike, El, and you. He took El and set her down in the middle of the mall for the mind flayer.

Eleven tried to fight back, but it didn't work, and Billy ended up pinning her down to the mall floor as the mind flayer got attacked with fireworks.

Eleven somehow went into his mind and grabbed a memory with him and his mom before she left, and she just started explaining it to Billy. Billy slowly started to turn back into himself, the part of him that was still there toom over more than the mind flayer part, and he realized what was going on.

Eleven needed more to get Billy to turn back so she got his favorite memory of him and his boyfriend, you.. She explained it again. It was a time that you and him went to the beach after an arguement and you two sat there, watching the sun set as Billy explained his passion of surfing, and how he couldn't do it in Hawkins because the waves are weak.

Billy slowly snapped back into reality and protected Eleven when the mind flayer tried to get her. He ran into the GAP store with her while the rest of the group was throwing fireworks at the mind flayer.

Billy leans his head back against the wall as he covers elevens mouth to make sure she doesn't make a sound to attract the mind flayer.