Stranger Things Episode 1.03 Chapter Three: Holly, Jolly

An increasingly concerned Nancy looks for Barb and finds out what Jonathan's been up to. Joyce is convinced Will is trying to talk to her.

Barbara wakes up in the empty pool near a tall dark creature. Climbing out, the world around her is completely different; dark, colorless and covered in roots. Nancy notices Barbara is gone, but she assumes she went home, and has sex with Steve for the first time. Hopper goes to the laboratory to speak to someone but the guard tells him to speak to Rick Schaffer. After some insistence, the guard lets him through. The black root-like substance is growing inside the lab.

Alone in Mike's house, El remembers a supervised test in the lab; she crushes a Coca-Cola can with telekinesis and her nose begins bleeding. Joyce strings Christmas lights around her home, establishing communication with Will, who can turn them on and off.

At the library, Hopper and deputies research Dr. Terry Brenner, the laboratory, and a woman who claimed her daughter was taken by scientists. El leaves Mike's house to meet the boys for another search and has another flashback in which she is instructed to inflict pain on a cat. Refusing, Dr. Brenner, whom she calls "Papa", has her put in solitary confinement. In the struggle, she kills two guards, pleasing Brenner.

At the high school, Nancy has not heard from Barbara since the party and is worried. Steve and his friends discover Jonathan's photographs and destroy them along with Jonathan's camera, but Nancy notices one of Barbara at the pool moments before she disappeared. She returns to Steve's house to search for her. Nancy finds Barbara's car and sees the creature in the woods. Nancy goes home, tearfully confessing to her mother that she lied about their whereabouts and is afraid for Barbara.

Joyce establishes a code with Will and the lights, which he uses to tell her that he is alive but unsafe. He tells Joyce to run as a creature begins to climb through her wall. Hopper tries to connect Brenner to Will's disappearance when he receives a radio call. El leads the boys to Will's house, claiming that he is hiding there, but Lucas, Dustin and Mike accuse her of lying. Will's body is discovered in a quarry.