Eleven proves to the boys that Will is still alive by channelling his voice through Mike's walkie-talkie. The boys realise that they need stronger equipment than a walkie-talkie if they want to contact Will, so they give Eleven a makeover so they can sneak her into the school. At school, Eleven uses Mr. Clarke's ham radio to channel Will talking to his mother.
Joyce and Jonathan go to the morgue to view the body. Joyce, however, refuses to believe it is Will. She has a heated argument with Jonathan, who accuses her of being in denial, as he tells her that they need accept that Will is dead and give him a proper funeral. Later she hears Will in her living room wall. Tearing away the wallpaper, she sees him behind a membrane. Will tries to explain the strange nature of the place he is stuck in, but has to flee as the monster returns for him. Joyce demolishes the wall with an axe but reveals only her front porch.
Nancy discovers a figure behind Barb in Jonathan's photo. She shows this to Jonathan, who realizes that the figure matches his mother's description of the creature: a humanoid figure with long arms and no face, and he begins to consider that Joyce might actually be telling the truth. Nancy tells the police about her missing friend and subsequently admits to her mother that she slept with Steve. When she tells Steve about the police, she is irritated that he cares only about not getting in trouble with his father.
Hopper confronts the state trooper who found Will's body and beats him until he admits he was ordered to lie. Hopper goes to the morgue and finds that Will's supposed body is a dummy. He decides to break into Hawkins laboratory.
This episode provides examples of:
- Arc Words: "Pretty" makes its second appearance here.
- "Awkward Silence" Entrance: Mike, Lucas and Dustin open the doors to the gym where the school is holding an assembly to honor Will. The speaker stops and everyone is looking at our heroes in an awkward moment of silence. Dustin wants to bolt but Lucas holds him back and they all walk in and join the assembly.
- Bad "Bad Acting": The coffin salesman. He sounds dramatic rather than sympathetic while trying to direct Jonathan to the much more expensive copper and bronze options.
- Bavarian Fire Drill: Subverted. Hopper attempts this to distract the state trooper guarding Will's "body" in the morgue. When the trooper proves too savvy and it doesn't work, Hopper ends up just knocking him out.State Trooper: Hey, you can't be back here!
Hopper: Yeah, I just got off the line with O'Bannon. He said that he needs to see you at the station. It's some emergency ...
State Trooper: What the hell are you talking about? I don't work with O'Bannon.
Hopper: Did I say O'Bannon? I meant ...
State Trooper: (vacant, hostile staring)
Hopper: (sighs) Okay. (punches the trooper out cold) - Bears Are Bad News: Nancy hypothesizes the monster she saw was a bear and describes it as such to the police investigators.
- Bluff the Impostor: That's how Hopper proves his suspicion that the man who found Will was just a puppet.Hopper: So that quarry, that's, uh, that's state-run, where they found the boy, huh?
O'Bannon: Yeah.
Hopper: (dry chuckle) Yeah, well, that's funny. 'Cause, you know, I know for a fact that it's run by the Sattler Company. - Cassandra Truth: Nobody believes Joyce when she talks about Will communicating through the lights and a faceless monster breaking through the wall. Fully justified, of course.
- Challenging the Bully: After being humiliated time and again by the school bullies, their misbehavior at the assembly puts Mike over the edge and he finally confronts them head-on. Thanks to Eleven he doesn't face any consequences. Not yet.
- Continuity Nod: Eleven calling Troy and James "mouth-breathers."
- Convenient Photograph: Nancy puts the pieces of Jonathan's photograph back together and notices that he captured a strange figure behind Barb.
- Cool Teacher: Mr. Clarke lets the kids have full use of the Heathkit ham shack after Will's wake.
- Creator Cameo: Executive producer and director Shawn Levy makes an appearance as a morgue attendant.
- Dark World: Will describes the world he's in like this.Will: It's like it's home, but it's so dark. ... It's so dark and empty, and it's cold!
- Dude, Not Funny!: The bullies laugh about Will's wake. Mike's response is very much this.
- Easily Forgiven: Though not much detail goes into it, Nancy doesn't bring up Jonathan photographing her changing and instead tries to make normal small talk, presumably because she thinks Steve went too far by breaking his camera, or just feels sorry for Jonathan losing his brother. Though Jonathan did apologize to her for it, but then she noticed something in the photo.
- Fakin' MacGuffin: Invoked. The body of "Will" found at the quarry is almost life-like and close to the real deal, enough to pass off as a real body at first glance; remarkable work from the scrubs at the Hawkins facility, considering they had less than a day to prepare it. It even had Will's exact clothes, to boot. It's identified as fake by Joyce and later confirmed to be an extremely detailed doll by Hopper.
- Flashback Echo: We see a piece of Eleven's past through this, showing the first time she used her mind to find and listen to a specific person.
- I Can Explain: The boys try to explain why they're breaking into the AV room instead of going to the memorial assembly for Will:Mike: We're just ... you know ...
Lucas: Upset.
Dustin: Yeah, definitely upset.
Mike: We need some alone time.
Dustin: To ... cry. - Identifying the Body: Joyce and Jonathan go down to the morgue to identify Will's body that has been found in the previous episode. When the body is uncovered, Jonathan can't take it and leaves to avoid a Stress Vomit. Joyce is still unwilling to believe that her son is dead and demands to be shown the birthmark on Will's arm. Then the scene cuts away.
- Imposter Forgot One Detail: It's impressive enough that the scrubs at the Hawkins facility made a life-like replica of Will's body down to the clothes he was wearing in what amounted to less than a day and they had the authority of denying the local coroner to examine it thoroughly, but the circumstances in which they framed the "death" couldn't impede Joyce as Will's mom from identifying it personally; however, she knew Will's birthmarks and recognized it as a fake almost immediately. Once Hopper realizes there's evidence of a cover-up, he dissects the body himself and confirms that it's an extremely well-made doll.
- On top of that, the body should be deformed from impacting the water from the height Will supposedly fell from. That it's intact is further proof it's a fake.
- Internal Reveal: Two of them, when Hopper and Jonathan separately get evidence that Joyce isn't crazy.
- It's All About Me: Steve is a lot more worried about his dad's reaction to the party than Barb's disappearance or the possibility of a faceless monster behind his house.
- Jack Bauer Interrogation Technique: Hopper beats up state police officer O'Bannon behind a bar for information.
- Jurisdiction Friction: In a rather unusual move, the Indiana State Police have forcibly taken over the case, even sending home the local coroner so someone "from state" can do the autopsy on Will. Hopper finds this all very suspicious, and talks to the trooper who called in the body. O'Bannon claims the quarry is state-owned, but Hopper points out it's actually privately owned, meaning O'Bannon had no legitimate reason to be there unless he was ordered to. This fuels Hopper's suspicion that a cover-up is occurring.
- Kubrick Stare: Eleven when she makes Troy pee himself.
- Last-Second Word Swap: Mike upon first seeing Eleven's disguise. This is copied by Eleven when she looks in the mirror afterwards.Mike: Pretty ... good.
- Leave Me Alone!: Nancy's reaction when her mother tries to make her open up about what happened the other night. This is because she senses that her mother is more interested in knowing when happened with Steve and less about what happened to Barb.
- Makeover Montage: A short one, in which the boys disguise Eleven as a normal middle school girl, complete with makeup, a blonde wig, and a pretty pink dress.
- Mama Bear: If needed, an illustration of the inner strength and devotion to her sons that Joyce Byers has; upon finally making contact with her son via an interdimensional window that appears in the wall of her house, when it appears that something horrible is closing in on her son and the window closes, her initial instinct is to grab an axe and smash the wall down to try and reach him again.
- Not So Stoic: Dr. Brenner panics and shouts to have Shepard pulled back in after hearing the monster approaching. He's visibly shaken by Shepard's death afterwards.
- Ominously Cut Tether: Shepherd is heard screaming, but all that comes back is a bloody piece of his hazmat suit attached to his tether.
- "Pan from the Sky" Beginning: The episode pans from the night sky onto the Byers's house where a police officer delivers the Death Notification.
- Poor Communication Kills: A non-lethal example, but during their argument outside the coroner's office, Joyce fails to tell Jonathan that there was apparently no birthmark on the fake body, since Joyce had demanded to see it right after Jonathan had to run away due to Stress Vomit. Had she mentioned it, Jonathan would have believed her or gone back to confirm for himself. Then they would have worked together at that point, and who knows how much that it would have changed the subsequent course of events.
- Potty Failure: In her confrontation with the "mouth breathers", Eleven uses her powers on one to make him wet himself.
- Power-Strain Blackout: The boys have to carry her out of the AV lab after she used all her strength to contact Will.
- Relatively Flimsy Excuse: The boys pretend Eleven is Mike's cousin from Sweden when they try to get into the AV Room. It's ambiguous whether Mr. Clarke actually believes them or just decided not to press them on it.
- Sanity Slippage: Hopper and Jonathan consider the possibility of Joyce undergoing this. Jonathan is convinced otherwise by the end.
- She Cleans Up Nicely: In order to sneak Eleven into the school, the boys give her a makeover, complete with a wig. Though he already likes her, a smitten Mike, and then his friends, freely admit that she is indeed a very pretty girl.
- Slut-Shaming: While the cops are completely justified in asking Nancy for details about the party where Barb vanished, Callahan continues to build on his previously established jerk credentials with his open contempt for Nancy going upstairs with Steve. Nancy's mother comes perilously close to continuing this once they get home, but realises her mistake when Nancy retaliates that her having sex with Steve had nothing to do with Barbara's disappearance.
- Soft Water: One detail that leads Hopper to realize the "corpse" is a phony is the fact that if Will really fell into the water from that height, his body would've been pulverized on impact with the water.
- Sound-Only Death: Shepard's death isn't seen on-screen. All you hear are screams and violence and flesh ripping, followed by silence.
- Spotting the Thread: Joyce asks to see the fake corpse's right arm, as Will has a birthmark there. Judging from how she storms out declaring that this isn't her son, it's heavily implied that the fake body didn't have the birthmark.
- Stress Vomit: Implied with Jonathan, who runs offscreen while gagging after seeing Will's body.
- Tap on the Head: Hopper knocks out a state trooper in the morgue with two punches.
- Wham Shot: Jonathan's amplified Convenient Photograph shows exactly what was behind Barb before she disappeared.
- You Have to Believe Me!: Joyce's crazy attitude goes a long way in making anyone discard her accounts as wish belief.
