And just like that, we’ve somehow reached the final episode of Stranger Things season 5 volume 1! The final episode of the first part of season 5 is the longest episode of the season so far, and the writers manage to pack quite a lot into the episode including an unexpected return, some brutal deaths, details on Vecna’s plan, and the rise of a new hero!
Let’s start with the Max storyline which weaves throughout the episode as we get answers for where Max has been and what happened to her after the events of season 4.

Stranger Things 5 episode 4 finally reveals what happened to Max after Eleven brought her back to life
After helping tend to Holly’s scraped knee, Max leads her back to the cave where she has been hiding out. We learn that Max was the one who wrote the note as she had to make sure Holly would come to the cave. Holly questions whether she can trust Max, so Max uses a fun story about Mike’s attempt to get a hot orange Mohawk at one point when he was younger.
Max reveals that they’re in a memory which exists within a world of thousands of memories. In her words, this is a prison of Henry’s making. She continues, explaining that with every victim he took, Vecna opened a gate to the Upside Down. When he took her, Vecna opened the fourth and final gate, splitting Hawkins in two. Max reveals that she should be dead and for a moment, she was.
We flashback to the moment in season 4 when Max died as she tells Holly about how she doesn’t remember how long she was dead; she just felt something calling to her. When she came to, Max was in the Rainbow Room, surrounded by Eleven’s dead siblings. She opened the doors and began running to an exit as she heard voices and saw shadows beyond the door. When she pushed through the doors, she ended up in Hawkins High in November 1959.
Max explains that she wasn’t actually there and was just an observer, a realization that led her to discover she was trapped inside Henry’s memories. Max notes that when you’re a prisoner there are only a few doors open to you. Door 1: Take your own life. Door 2: Accept your fate. And Door 3: You escape.
Choosing Door 3, Max continued moving from memory to memory. She quickly discovered it was like being trapped in a maze and recalled getting so turned around she ended up at the beginning. That’s when she heard Kate Bush. We hear “Running Up That Hill” as Max tells Holly how music finds you even in the darkest places. Max explains the music seemed to be coming from the real world. Even after all this time, Lucas hadn’t given up on her. Holly asks about following the music and Max reveals her theory that it could lead her back home, at least that’s what she thought.
When Max pushed through the wall in the Rainbow Room and followed the music, she entered a new memory. This time, she was in the memory, having been taken to the day that Henry cursed her – Henry’s first memory of her. She followed the music, and it led her through new memories, terrible memories. Eventually the memories ended, leading her to the night that Vecna killed her and took her prisoner.
She walked up the stairs and reveals she found the way out. Max saw a portal showing her in the hospital bed with Lucas by her bedside, she was so close she could feel his hand on hers. It was like she was there in the hospital with him. She began walking to the portal and then running toward it, but then the music stopped and the portal closed. Henry then showed up right behind her, so Max took off and kept running until she ended up at the cave. To Max’s surprise, Henry was scared. He was more than scared, he was terrified. She says there’s something about this cave, and this memory, that scares him so much he won’t come in. In the cave, she’s safe so she turned it into her sanctuary. Her home.
Max took Door 2: accept your fate; that was until Holly showed up. Now Door 3 is back. Max has a plan, a plan to get them out of here, but it’s going to take time, more time than they have. Henry will return soon and when he does, Henry cannot know Holly is gone. Max says she needs Holly to go back to Henry’s, it’s the only way they can have a chance at escaping. Holly agrees and tells Max to tell her what she needs to do. It’s the last we see of the duo in the episode.

Dustin unlocks a clue about the wall in the Upside Down
Stranger Things season 5, episode 4 begins as Joyce tries to assure Derek they’re trying to help him and asks him to calm down. Joyce says a monster came for him and they’re trying to protect him. Derek says Mr. Whatsit told him all about Will and suggests they’re lying. Joyce unties Derek and he shoves Joyce to the ground and pushes past Robin and Erica. Will tackles him, but he breaks free before they can tie him up after throwing dirt in Will’s eyes. He climbs to the top of the barn and pushes the ladder down. They all try to convince him to come down, but Derek refuses.
Will feels the chills as he then goes into a trance and sees a creature racing towards the barn. Joyce grabs an axe as the Demogorgon bursts into the barn. Joyce swings at the Demogorgon until it backs out of the barn and then Steve, Dustin, Nancy and Jonathan arrive and hit the Demogorgon with Steve’s car. The Demogorgon then opens up a rift and dives through. Steve thinks he can use the car to punch through the rift into the Upside Down. He floors it and he drives through just as the portal to the Upside Down closes. Once inside, they have signal and follow off in the direction of the Demogorgon.
Directly after, Will sees a vision of Holly and three other kids in the Upside Down in a Vecna web with the tentacles attached to their mouths as he comes to in a panic.
In the Upside Down, the Demogorgon seems to be taking Dustin, Steve, Jonathan, and Nancy into Roane Cemetery. Dustin is picking up interference and can’t pick up the signal. Nancy and Jonathan notice something ahead and yell for Steve to watch out as the car crashes into the wall of the Upside Down.
Elsewhere in the Upside Down, Hopper and Eleven are outside the military tower doing recon. Hopper isn’t sure about her theory that Vecna is in the facility, and questions how he could get to Holly if he doesn’t have his powers. Eleven wants to dive into things, but Hopper reminds her this isn’t training. As the two go back and forth, they hear Dustin coming in over the radio.
Jonathan, Dustin, Nancy and Steve are okay, but the car is stuck in the wall. They tell Hopper and Eleven and to meet at the cemetery and mention needing Eleven to help get the car out so they can keep tracking the Demogorgon. Hopper asks about the wall and mentions they hit the wall too on the opposite side of town and how they believe Holly is behind the wall. Hopper tells them they’re working on a solution as Nancy takes the radio and asks what kind of solution, but he cuts them off and tells them to stay put.
While listening to the radio, Dustin hears something. He grabs a map as we cut to Nancy, who is annoyed at Hopper telling them to wait. Steve mentions maybe they should do their own thing, and Jonathan interjects that maybe Steve shouldn’t be making the calls after getting them trapped in the Upside Down. Nancy reminds him it was her call because Verna took her sister. She agrees with Steve that they can’t just sit around.
Just then, Dustin comes in and says the wall is a circle, a circle completely surrounding the Upside Down. He heard the frequency they had heard before and realizes the interference they heard earlier was coming from the wall. Dustin measured the distance, and his calculations suggest it’s a big circle. Dustin says it’s not about the circle but the center, though. At the center is the DOE, Department of Energy aka Hawkins Lab. In other words, the center of it all is where the Upside Down was created.

Who does Dr. Kay have trapped? Hopper and Eleven make a shocking development in finding out
In the Upside Down, Eleven is preparing for the run. The plan is Hopper will destroy her kryptonite and then they’ll find out what Dr. Kay is hiding in the locked vault. After Eleven successfully makes it past security and lets Hopper into the base, the pair make their way to the lab.
Eleven creates a distraction which allows Hopper to sneak up on the scientist in the lab, whose key card they take and try to use to gain access to the locked door. Unfortunately, he doesn’t have access and isn’t of much help. They move to plan B with Eleven using her powers to open the doors, but before she can, an alarm goes off and a noise device renders her defenseless.
Dr. Kay finds Eleven behind a desk, covering her ear. Dr. Kay says she’s been looking for her for a very long time. Eleven says she knows her name is Dr. Kay and she knows who she’s taken. Eleven assures her that Dr. Kay and her men are going to die as we cut to Akers and his men searching for Hopper. They light up a closet they think he’s hiding in and end up killing the scientist instead. Hopper opens fire and takes out some of the guards, but his gun jams and Akers gets the upper hand. A tentacled creature from the Upside Down grabs Hopper and begins strangling him as Dr. Kay enters the room.
Dr. Kay calls Hopper the thorn in her side who’s made Eleven so hard to track. She asks why he risked her life for the other and things aren’t looking good for Hopper. That’s when Eleven comes in and tries to help. Despite her powers being unusable, Eleven is able to distract Dr. Kay long enough for Hopper to free himself and knock Dr. Kay out.
Hopper scoops Eleven up and says she needs to get to the woods where the kryptonite won’t get her. He gives her a compass and says to get to the graveyard to meet with Nancy and the others. He tells her how proud of her he is; he’s proud of how far she’s come and who she is. He tells Jane he loves her and walks out of the room with the keycard, closing the door behind him.
It truly looks like Hopper is about to die for as he walks down the hall to the locked door, we see flashbacks of his daughter Sarah dying and Hopper begins to cry. He musters the strength to keep going as he opens the door and goes inside. Thankfully, it was a fake out.
After the noise devices are disabled, the door unlocks and Hopper walks out. He guides Eleven to the room inside where we find, Eleven’s sister, Eight, hooked up to the machine! Turns out it wasn’t Vecna inside, but rather Eight. As for how long Dr. Kay has held her prisoner or how she came to be trapped in the room, that’s a mystery volume 2 is likely going to explain.

The military begins rounding up the children of Hawkins
Elsewhere in the episode, the military begins to round up the children of Hawkins. The order was given by Dr. Kay who believed Eleven was taking the kids after she was spotted at Holly’s house. She orders the kids to be brought to the Mac-Z base for protection, not realizing the danger she’s putting them in.
At the barn, Will begins to paint the scene he saw in his vision early in the episode. He’s not sure what it is he’s seen, but he could feel it was important to Vecna. Will says he gets the sense he wasn’t supposed to see that and Vecna didn’t want him there.
Will explains that Holly was attached to a spire like she was a part of it and it was doing something to her. There were three others already there, but it seems that Vecna is looking to take eight more kids as there were 12 total spires in the vision. The group in the Rightside Up begin coming up with a plan to get to the kids Vecna is targeting via the tunnels. Mike comes up with a plan for Derek to go undercover and find out who else knows Mr. Whatsit and then direct them to the escape route so they can get them to safety before Vecna arrives.
Derek heads to the base and scouts out the location of the bathroom, where they’ll look to dig through the tunnels and into the floor to create a path for Vecna’s targets to escape. Derek begins asking the kids about Mr. Whatsit and tells them to find him later. None of the kids seem to know who he’s talking about at first, but then one girl comes up and asks if he was talking about Henry.
As Derek works to round up the kids, the others head to the tunnels to create the escape path to reach the kids in the barracks. While walking, Mike asks Will if he could see his mom when she had the axe through the Demogorgon’s eyes. Will says he could see through the Demogorgon, and he could feel the anger, but he could feel he was in there too. He wanted to protect his mom, but it was like he couldn’t. He says it was like a scary movie you couldn’t turn off. Mike asks him if Will was positive he didn’t turn off the movie, that perhaps when Mike taps into the hive he could control the hive as well, suggesting that Will is like Vecna.
Will then has a meaningful conversation with Robin as they make their way through the tunnels underground, one that will play a pivotal role in the final moments of the episode. As they walk, Robin asks if Will remembers Tammy Thompson. Robin says in the ninth grade, she knew Tammy was the one and that with Tammy she could finally be herself, all of herself. She thought that if Tammy loved her, all of her, she wouldn’t be so scared. Then Steve showed up and Tammy fell for him hard, and her fantasy life fell apart. Then one day she was clearing the garage and found a film reel from the fourth grade. She could hardly recognize the younger her who was so carefree and fearless and who loved every part of herself. That’s when she realized it was about her. She was looking for answers in someone else, but she had all the answers, she just needed to stop being so scared of who she really was. Once she did that, she felt so free she could fly.
Just then, Lucas yells for them to hurry, and they meet up with Mike and Lucas as they begin digging into the tunnel above. As they dig, Mike and Lucas realize they’re digging in the wrong spot when they hit a pipe in the bathroom sink. They relocate to the correct area and dig through the floor of the bathroom, as Joyce gives the signal for Derek to begin sending the kids in for extraction.
Derek begins sending kids through the tunnels, but Mike notices the pipe they hit is beginning to leak and races to try to stop the pipe from bursting. Things are going smoothly until Ashley, a classmate who hasn’t seen Mr. Whatsit, comes to the bathroom and sees Mike and Will on the floor trying to contain the leaking pipe. Ashley informs the guard as Derek and the remaining kids race into the bathroom.
The military end up breaking through the door and take Will, Derek, Mike, and Joyce into custody, but the group was able to get the five kids through the tunnels beforehand. Three kids make it to Murray and his truck with help from Robin, while another two have been sent through the tunnels with Lucas.

Why does Vecna want Holly and the kids of Hawkins?
Will gets a feeling and he sees something running toward the base and collapses. We hear creatures closing in and pounding at the ground beneath them. Just then, a Demogorgon breaks through and attacks a guard. Then another one comes through. They quickly began taking out military men.
Will is on the ground and sees another Demogorgon leap through a portal as rifts begin opening in Hawkins again. Demogorgons are not only attacking the military base, but they go after Lucas, Robin, and Murry in hopes of collecting the other kids.
As chaos ensues around them, Mike notices a figure walking toward a portal to the Upside Down. When the portal opens, Vecna emerges looking leveled up. The army fire on him, but it does nothing. He uses his powers to toss them aside easily and kills them.
Joyce goes into mama bear mode and tells Vecna to say away from Will as he uses his powers to throw her to the side with ease. He then uses his power to bring Will toward him through the air to him. Vecna reveals he’s singled out the kids of Hawkins to reshape the world as the kids are weak both in body and mind. As Vecna reveals his reasoning, we see the Demogorgons pulling the kids through portals into the Upside Down.
Vecna says the kids are easily broken, easily reshaped and controlled; the kids are the perfect vessels. Vecna recalls how Will was the first and he broke so easily. Vecna says Will showed him what was possible, what he could achieve. He claims some minds simply do not belong in this world, they belong in his. To our surprise, Vecna then releases his grip on Will and slinks back to the Upside Down.

Stranger Things season 5 episode 4 ending explained: Will levels up and unlocks new powers
After Vecna returns to the Upside Down, we see one Demogorgon running at Robin, one closing in on Lucas, and another coming out of the ground and running at Mike. We cut to Will and we hear Robin’s message about having all the answers inside.
A video of a young Will on the swings begins to play and we see him meeting Mike. We see clips of their friendship as little kids as we hear Robin saying she had to stop being so scared. We see Will building Castle Byers with Jonathan and see him running through the woods as a wizard.
As Robin’s monologue ends we see the Demogorgon stuck in midair, levitating similar to Vecna’s victims. The camera then pans to Will with his eyes rolled back white, hand out like Vecna, controlling the Demogorgons before their limbs begin to break and their bodies contort similarly to how Vecna killed his victims. Will collapses to his knees and his eyes return to normal. His nose begins to bleed like Eleven’s and Henry’s after they use their powers. He wipes it and the episode ends.
And just like that, the first part of the season ends in epic fashion with Will developing powers that mirror Vecna’s, hinting that he’s more connected to the Upside Down than we imagined and leaving us desperately counting down the days until Christmas Day!
