Things escalate in the second episode of Stranger Things Season 3, “Chapter Two: The Mall Rats.” And the rats: they are YUCKY.

RELATED: Revisit the last episode here!

In the last episode, Hopper (David Harbour) was going crazy over Eleven (Millie Bobby Brown) and Mike’s (Finn Wolfhard) constant kissing and fairly overt disrespect of him as a father figure. He gave Mike a “ride home,” and whatever transpired in the car led to Mike LYING to Eleven at the beginning of this episode, and you know “friends don’t lie.” Mike pretends his Nana is sick, and he opts out of seeing Eleven for the first day in what we later learn from Hopper has been an uninterrupted six months of makeouts.

Distraught, Eleven turns to her only girlfriend, Max (Sadie Sink). Eleven describes what happened, and Max immediately sees through Mike’s lies and takes Eleven to the mall to shake off the blues. It’s Eleven’s first-ever shopping trip, where she learns from Max how to identify her own style, independent of Hopper or Mike’s influence. They have a full-on 80s shopping montage in The Gap, try on shoes and sunglasses and teach some mean girls a lesson after some tension in the shoe store by using Eleven’s powers to explode a soft drink on them in front of a boy. To cap off their fun, the girls buy ice cream from Steve Harrington (Joe Keery). 

As they head out, they encounter Mike, Will (Noah Schnapp) and Lucas (Caleb McLaughlin), who are also leaving the mall. Mike told his friends about the mess he’d made with Eleven, and on Lucas’ advice (and to Will’s chagrin), they abandoned their game of Dungeons & Dragons to look for an “I’m sorry” present for Eleven. Unfortunately, Mike’s meagre $3.50 wasn’t enough to find anything good, and when they’re caught by the girls he is both empty-handed and determined to stick to his lie about Nana. As a result, and on Max’s advice, Eleven dumps his ass.

Meanwhile, back at Scoops Ahoy, Dustin (Gaten Matarazzo) is punishing his friends by bringing a tape of the Russian transmission he intercepted with his ham radio to Steve instead of them. He enlists Steve to help him translate the Russian, using a Russian/English dictionary. They make little progress, as neither has any language abilities and both were unprepared for Russian using a whole different alphabet. Their efforts don’t go unnoticed by Steve’s coworker, Robin (Maya Hawke), though. She’s a whiz at languages and completely bored scooping ice cream, so she takes over for Steve. 

Dustin and Robin work through a passage of the tape until well after the mall is closed, coming up with “The week is long. The silver cat feeds when blue meets yellow in the west.” They agree that this is a coded message, and that after translating the rest of the transmission they may be able to identify a pattern, but they’ll probably need a super genius to help decode it. 

As they leave the mall musing over this, Steve falls behind. He’s fixated on music that plays in the background of Dustin’s recording, which he recognizes from… somewhere. While passing the ride-on toys in the mall, he realizes from where. He pops a quarter into a horse, and “Daisy Bell (Bicycle Built for Two)” begins to play. Whether or not it’s the key to the code, the song convinces Steve that the transmission didn’t originate in Russia– it’s coming from HERE. 

Steve, Dustin and Robin are working out one part of a puzzle that Joyce (Winona Ryder) is unwittingly also pursuing. She’s noticed that the magnets keep falling off her refrigerator at home, and when the same thing starts to happen at work– and the magnets don’t work anymore at all– she goes to the library for books on magnetism. The books don’t give her the answers she seeks, so she tracks down the boys’ science teacher, Mr. Clarke (Randy Havens). 

Together, they build an electromagnet, and Mr. Clarke demonstrates how the magnets could have become demagnetized by an unstable magnetic field. He’s pretty sure that what she’s observed is a coincidence, but if she were on to something, it would mean that a giant, expensive magnetic field is being generated somewhere… maybe nearby?

Joyce is so caught up in her detective work that she accidentally stands up Hopper for dinner. He’s had a hard day after being forced to break up a peaceful protest outside Town Hall by the sleazy Mayor Kline (Cary Elwes). The townspeople are angry about losing their livelihoods to the new mall, but Mayor Kline is sure that the big 4th of July celebration he’s planning for a few days hence will be all they remember after the fact. 

After jailing his friends, Hopper is eager to celebrate what he sees as his parenting success (separating Eleven and Mike) over a “friend” dinner with Joyce. When she doesn’t show, he gets drunk and leaves the restaurant in a publicly sloppy fashion. 

Nancy (Natalia Dyer) and Jonathan (Charlie Heaton) are working out another angle of the mystery. Faking a doctor’s appointment for “girl problems,” Nancy grabs Jonathan and ducks out of the newspaper to follow up on the call she received about diseased rats. They visit a sweet older lady who wants to show them the huge bags of fertilizer she purchased a week earlier that have been completely devoured by what she believes to be rabid rats. She’s also caught one of the little suckers in a cage. 

Jonathan takes a thousand blurry photos of the rat as it darts manically about the cage while Nancy calls exterminators and fertilizer purveyors to determine whether there are others who’ve seen evidence of something weird with the rats. When she gets a lead, she pulls Jonathan away from the rat just before something interesting happens.

The lights flicker as the rat begins having an apparent seizure. Its body swells, and it explodes like the rats in the steel works. THEN the gelatinous remains of the rat begin to move as a new creature, oozing through the cage’s bars and sliming away to somewhere else. And we have a good idea where…

Billy (Dacre Montgomery) survived his detour to the steel works basement, but he’s been changed. When he came to in the dark, he hopped in his battered car and sped to the nearest phone booth to call 911. Before he could report his emergency, everything changed. He found himself in the Upside Down, approached by an army of human shapes. One stepped up to him, and it was his doppelgänger. 

The next day, he arrives at the pool in terrible shape. He’s sweating and sketching and sensitive to the sun. He sneaks into the pool’s storage shed, maybe to drink some of the chemicals there. Karen (Cara Buono) follows him, to explain why she didn’t meet him at the motel, and he blinks into a too-realistic fantasy of killing her, then tells her roughly to stay away from him. 

Billy tries to do his job, but he blacks out in the lifeguard chair, returning to the Upside Down and his cryptic conversation with his other self– a self who wants to build something. He jerks awake and discovers that the part of his arm that had been exposed to the sun while he was out is completely blistered in uncharacteristic extreme sunburn. 

He runs to the shower to cool down, and a girl he works with comes to check on him. She asks if he’s OK, but he hears a voice telling him to take her “to him.” He restrains and gags the girl, bundles her into his trunk and takes her to the steel works basement, where he sacrifices her to… something. 

RELATED: Catch all of our Stranger Things Season 3 Recaps here!

Awesome moment: When Joyce arrives at Mr. Clarke’s house, he can’t hear her ringing the bell at first because he’s blasting Weird Al‘s “My Balogna.” This is a delightful allusion to Winona Ryder’s Gen-X classic, Reality Bites, forever be associated with The Knack’s “My Sharona,” on which Al’s song is based. Here’s Weird Al for your listening pleasure: