WEBVTT

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What the heck is that thing?

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I don't know, but it's got Rosario!

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Correction, it just ate Rosario!

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How did it grow that fast?

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It's hiding in the trees.

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Where did it go?

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Can anyone see it?

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- Mike!
- El!

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I got you!

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Whoa!

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But who's got you, Mike?

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Let them go!

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Hold on, El! Hold on!

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El!

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It's coming for us!

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Please be gone.
Please be gone. Please be gone.

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It's not gone!

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Grab my hand!

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Dude, help me!

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No. Not again.

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Over here, freak show.

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Again!

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Loaded! Go!

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Dude, throw me a stick or something!

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Will?

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Run!

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Watch out!

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Max, duck!

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Lucas!

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El! El!

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Hey! Jerk O'Lantern!

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Leave my friends alone!

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Heck yeah, Zombie Boy!

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- Yeah!
- Oh yeah, Will!

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Oh no.

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El.

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Nice job, man.

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Is she alive?

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If she's not,
she's definitely going to kill me.

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I think that pie was bad.

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Come on, guys. Let's get Rosario home.

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Good idea.

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Why am I covered in all this gunk?

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That was a heck of an
allergic reaction to pumpkin pie.

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The amount of barf was pretty gnarly.

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I wasn't allergic to pumpkin before.

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Puberty. Life changes.

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Am I right?

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You're an idiot, Henderson.

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Puberty? Seriously?

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I don't know.

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I want that vest back! Clean!

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No tumble dry!
Don't ruin the waterproofing!

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Okay, I gotta get Eleven back home
before curfew.

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Arcade meet-up tomorrow.
We'll figure all this out then.

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Good, because I can barely stand.

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Hey, you sure you still wanna be part
of all this, new kid?

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Dude, what? Are you kidding?

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You guys are way more entertaining
than anything I could ever find on cable.

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And you?

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I told you you were a rock star. Later.

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- Yeah, that was awesome.
- Good job!

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Yeah, man, you totally destroyed it.

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Thank you, Will.

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Friends help friends.

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Night! Don't let the pumpkin things bite!

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Come on!

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Something's really wrong with you, Max!

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Are you all right?

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Yeah. It's just…

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What if there are more?

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Then we'll stop them too.

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Hey.

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Here you go. One order of fries.

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Perfect. I'm starving.

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Hey, I bought these for Eleven to try.

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She's had fries before.

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Yeah, but cheese fries?

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Cheese fries?

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Mm. These are so delicious.

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Hey, dude, if you like those,
wait until you try chili cheese fries.

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Chili cheese fries?

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Yeah.

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Everyone, eat.

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So good!

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Guys, come on! Slow down!

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Hey, just be glad Dustin's not here yet,
or there'd be nothing left.

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Gives us a minute
to talk about the campaign.

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Because I was thinking of DMing this time.

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You wanna be Dungeon Master?

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You know,
when this Upside Down stuff is done…

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"When" being the operative word.

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First things first.

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"Aboleth."
According to the <i>Monster Manual,</i>

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our Snow Shark looks like
a snow-based Aboleth.

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Plus, Snow Shark sounds
like a <i>Jabberjaw </i>character.

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Bottom line is,

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something from the Upside Down
must have survived last year.

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That's how we got the Aboleth.

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El saved Charlie,

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and then we got more details
thanks to our H.I.C. tip boxes.

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One lead was to a freaked-out Charlie
who told me that a vine attacked him.

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The other lead was scoped out
by Agents Mayfield and Sinclair.

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Yeah, you are not calling us that.

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Anyway, a crop
of transformed pumpkin vines

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were discovered at Eugene's farm.

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More like almost killed us.

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Then, the Jerk O'Lantern happened.

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But the gate is closed.
Where are the vines coming from?

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And what happened
to these plants in our world

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that would make them turn Charlie
and Rosario into Upside Down creatures?

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We are missing something.

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Oh! What if the creatures needed something
from Charlie and Rosario?

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Maybe they weren't transforming Charlie
and Rosario into creatures…

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But feeding off of them!

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Of course! And using them as human hosts.

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<i>Gamma World </i>has a section
on plant and vine mutations.

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So you guys reference fantasy books
instead of actual science?

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Hey, whatever works.

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No, you're right.

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We need real answers
from someone who knows science stuff.

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Man, I wish Mr. Clarke was here.

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Hey, guys, I think
I might know someone who could help.

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All right everybody,
slice and bake cookies!

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Mr. Clarke warned…
told me about his AV Club students

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and their curious minds.

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Looks like he was right.

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Yep, that's us.

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Oh, hello.
I don't think I recognize this face.

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Are you in a different grade
than your friends, dear?

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School is at home.

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Oh!

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An independent!

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Some of our greatest minds
were homeschooled.

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If you ever need any help, I am here.

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Thank you.

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Mr. Henderson!

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Dan!

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I told you I'd get you your money!

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Relax. I'm not here for you.

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What's up, D Man?

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Gotta head to the store.

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I'll see you tonight.

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Okay, honey.

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My turn to dine and dash.
Consider this a down payment.

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- Bye, sweet pea.
- Later, Dan!

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- Bye, Dan!
- See ya!

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So, Mrs. Baxter,
we were talking evolution stuff.

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Yes, yes, yes, yes. I apologize.
Evolution. Please continue.

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If a creature was cut off from its home

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and now
in a completely different environment,

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is it possible that, in order to survive,

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it could evolve and adapt
to make the new location its home?

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That is correct.

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The isolated specimen
could form a new genetic branch

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thanks to natural selection.

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Is there any way that new branch
could make something evolve faster?

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Oh, yeah, yeah, yeah. It could indeed.

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Where there is isolation,
there are leaps in evolution.

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Like orchids.
They can evolve in a matter of days.

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Interesting.

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Oh, my good God, it is.

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Dragonflies, even some frogs,

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evolve into very different animals
at different phases of their life cycles.

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The evolutionary leap
makes it even more so.

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Life cycles? Like in <i>Alien?</i>

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Oh, I love that movie!

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When the alien egg sensed a person
as its unwilling host,

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it hatched
that bizarre, knuckled organism.

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Yeah, the crab thing on the dude's face?

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Which laid an embryo of its own
into the person's chest cavity.

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Until finally, bursting from his chest,

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ending the cycle
by turning into a terrifying adult.

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There's a cycle!

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Thank you so much, Mrs. Baxter.
You've been amazing!

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Oh, my pleasure, Treasure.
I could talk about this stuff all day.

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Evolution, extinction,
especially extinction,

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the biggest factor that triggers evolution
in the first place.

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Wait. What do you mean?

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The fear of extinction
is a great motivator.

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Like mushrooms and pine trees.
When they're dying, they release spores.

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These spores are gonna ensure
the survival of their species.

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Isn't nature just fascinating?

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Upside Down spores! It's gotta be!

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Whatever got stuck here
after El closed the gate is evolving

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to survive in our world!

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It would explain
why these creatures look so different

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than anything we've seen!

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Yeah, maybe it's releasing spores

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and turning plants in our world
into Upside Down creatures!

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And taking people!

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We need to check the fairgrounds
and Eugene's farm

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and stop these things from spreading!

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Max and I will check the farm.
The fair has way more ground to cover.

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Good idea!

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Ladies and gentlemen,

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the Hawkins Investigators Club
is on the case!

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Did you find anything?

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No, not yet.

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You know,
I'm really starting to hate this farm.

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Well, that's fair.

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This place does not hold
a good track record.

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It officially ruined pumpkins for me.

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Maybe, if Eleven comes along,
I might consider eating pumpkin pie again.

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Maybe.

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We did all right on our own,

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but yeah, El's powers
would've come in pretty handy.

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She ain't no tractor-driving Mad Max,
though.

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Ever wonder what you'd do
if you had El's powers?

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Oh, I would totally freak Billy out.
Like explode his bottle of gross cologne,

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crack his new windshield,
take the wheel while he's steering.

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He wouldn't know
where it was coming from. He'd go nuts!

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Wow, you've thought this through.

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Maybe a little.

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What about you?

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Probably the same with Erica.

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Your little sister isn't half as bad
as my stupid stepbrother.

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I'd take Erica any day of the week.

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How about tomorrow?

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Hey, look at those vines.

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Guess they didn't find a pumpkin
to latch onto.

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That ash around them looks
like dried-up spores.

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Did this come from the spores?

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It definitely came from something.

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Looks like the vine was
in the middle of mutating.

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Didn't get far, though.
Shriveled up worse than my Aunt Angela.

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Are you sure that's a good idea?

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Sure, it is. Could be evidence.

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Hawkins Investigators Club.
Case file number 002.

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We are in the woods south
of the Hawkins Festival Grounds.

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Twenty hours, twelve minutes post
our encounter with the Jerk O'Lantern.

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It's been dry since last night,

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so there's no new snow cover
to impede our continuing search.

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Mike! Another!

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It looks…

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…fresher.

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Everything we've seen so far
has been dead.

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On our present walk, we found the remains

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of a semi-mutated, Upside Down plant
covered in dead spores.

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We found it in the southern direction,

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which indicates the wind was blowing south
last night.

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Ya think, Sherlock?

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Things from the Upside Down like it cold.

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Winter in Hawkins
is its perfect playground.

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Ah!

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Okay, mildly freaking.
If I'm gonna be out here, I need a weapon.

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Okay. No. Nope.

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Aha!

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Great for protection against creatures

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and taking my mom's burnt barbecue
off the grill.

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Where'd you get all that stuff?

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From my brain.

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I've got a garage full of junk.

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I'm kinda like the Leonardo da Vinci
of trash.

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What can I say? I like to tinker.

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Luckily, my mom encourages me
to experiment.

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I think it's just to keep me busy
so I don't butt into her own science junk.

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Let's just say
she's definitely not like other moms.

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She is very funny.

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She's a total freak show.

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My mom too.

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Then again, so am I.
Which is why we get each other, you know?

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Well, sometimes. Kinda.

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What do you mean?

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We just go about things differently
is all.

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I like to stick it out and work on stuff,

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and she likes
to hop onto the next new thing.

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Once in a while,
she'll find a job she likes,

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but that usually doesn't last long.

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And then it's just us again,
and off we go.

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She thinks of it as learning experiences.

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I think of it as never having to unpack.

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Guys! Hold up. Over here.

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Holy moly.

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I was not expecting that.

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At least now we have an answer.

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If they don't find a host…

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…it dies.

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Now we know
it definitely has a limited life cycle.

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Yup. Less than a day.

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<i>Dustin, this is Lucas. Over.</i>

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Lucas, what is the situation? Over.

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It's confirmed.
We found dead mutated vines at the farm.

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There was ashy stuff all over them.

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<i>We think they may be spores.</i>

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We found the same thing.

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Our trail heads
right toward the old sawmill.

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<i>Who knows what we'll find.</i>
<i>Meet us there. Posthaste.</i>

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<i>And be careful. Over.</i>

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Well, this is
a horror movie waiting to happen.

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Jeez! You guys almost gave me
a heart attack.

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This doesn't make any sense.
The trail just ends.

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Hey, Chuck!

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Get on over here and help me out
with this haul from Eugene's farm.

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Are you kidding?
I'm still busy with yesterday's haul.

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Lazy, good-for-nothing…

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Hey! What are you kids doing here?

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Oh! Um… Hi there.

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Mill's closed.
Ain't got no time for a school field trip.

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We just wanted to know.

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Have you seen anything weird around here?
Anything strange or unusual?

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Heh. Just my brother Chuck.
But he's been strange his whole life.

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Hey, I heard that!

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Now get out of here.
This ain't no place for children.

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Oh, all righty then.
Thank you and your clone for nothing.

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You know, we ought to fix that front gate
to keep the riffraff out of here.

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This is all the wood you brought back?

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It's twice as much as you got.

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Get it off!

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I got you, brother! I got you!

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It's so weird.

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Everything led in this direction,
but there's nothing here.

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Maybe this is the end of the trail.

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I mean, there's only so much ground
we can cover, right?

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Maybe the one we found was the last one.

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- Not the last!
- Oh no!

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It's not working!

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Is he… dead?

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No. He's breathing.
He's covered in snot, but he's breathing.

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Aren't these things supposed to stay dead?

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It doesn't have a human host anymore!

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It should be dead, right?

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Does it look dead to you?

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Eat my silver fulminate, you jerk!

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El!

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El!

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El! El, can you hear me?

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El!
