Max Mayfield's first appearance.
Max skateboarding to Hawkins Middle School.
Max arriving to her class at Hawkins Middle School.
Max stopped by Mr. Clarke so he can introduce her to the class.
"It's Max. Nobody calls me Maxine. It's Max."
Max sitting in her seat as she notices four boys taking an interest in her.
After class, Max is watched by the four boys.
Max skateboarding outside of school.
Having noticed the four boys spy on her, Max leaves a note for them in the trash.
Being dropped off at the arcade, Max argues with her stepbrother, Billy Hargrove.
Max flipping the bird at Billy as he drives away.
Max walking back to her locker after finishing a class.
Max going to open her locker.
Max putting stuff in her locker as two boys approach her.
"Yeah, I know. The stalkers."
Max listening to Dustin and Lucas explain they were keeping an eye on her so she wouldn't get bullied.
"Is that why you're wearing proton packs?"
Max watching Dustin show his makeshift ghost trap.
Max unamused with the makeshift ghost trap.
Max listening to the boys talk to her.
Max listening to the boys invite her to go trick-or-treating with them.
"That's presumptuous of you."
Max going to close her locker's door when Dustin thinks she accepted his and Lucas's invitation.
Max walking through the hallway as Dustin tells where and when they'll start trick-or-treating tonight.
Max walking in the school parking lot after finishing her classes.
Max reprimanded by her stepbrother, Billy for being late, despite the fact she had to ask for help with some homework assignments.
Max talking to Billy as he drives his car.
Max closing her eyes as Billy rolls down his car windows.
"We're just stuck here. That's all."
Max staying silent when Billy asks her whose fault it is that they had to move to Hawkins, Indiana.
Max continuing to stay silent when Billy yells in her face.
Max noticing Lucas, Dustin, and their friend,
Mike Wheeler riding their bikes.
Max denying that she knows the boys.
"Billy, stop. This isn't funny!"
Max pleading with Billy to slow down and not run the boys over.
Max having saved the boys by turning the car around.
Max looking back at the boys to see if they're okay as Billy keeps driving.
Max celebrating Halloween with Lucas and Dustin.
Max watching Mike and Will leave after Will has an "episode."
Max and Lucas at school the next day.
Max being told by Lucas how Will disappeared last year in 1983.
Max confused over how Will was thought to be dead due to another boy being mistaken for Will.
Max staring in disbelief as Lucas explains how Will was later discovered to be in a "cabin".
Though she does not believe Will was discovered in a cabin, Max promises not to say anything about it.
Max and Lucas walking to class.
Max and the boys in class together.
Max looking at Will, thinking about how he disappeared last year in 1983.
Max quickly glancing away when Will turns around to look at her.
Max sitting in the far end of the class after Dustin arrives late.
Max hearing Dustin whisper to her.
From the back of the room, Max watches Mr. Clarke get Dustin's attention.
Max as Dustin gets out his textbook.
Max giving a thumbs up at Dustin, letting him know she'll meet him and his friends at AV Club during lunch.
Max and the boys continuing their class.
Max, Lucas, Dustin, Mike, and Will looking into a homemade ghost trap.
Max, Will, and Mike being shown by Dustin a strange creature he named D'Artagnan "Dart".
"And he was in your trash?"
Max disgusted as she holds D'Artagnan.
Max and the boys discussing what species Dart could be.
Max noticing Dart starting to have a strange growth.
Max and the boys exiting out of the AV Club room.
Max and the boys deciding to show Dart to Mr. Clarke.
Max and Lucas watching Dustin about to show Dart to Mr. Clarke.
Max and Lucas urging Dustin.
Max being locked outside of the AV Club.
Max begging the boys to let her in to no avail.
Max sitting out in the hallway as the boys talk in private.
Max about to pick the lock to get inside the AV Club.
Max opens the door, allowing Dart to escape.
"What was that?"-Max after the boys run into her.
Max in the boy's locker room, looking for Dart.
Max confronting Mike for his coldness towards her.
Max as Mike tells her why he doesn't want her in the Party.
Max asking about
El when Mike mentions her.
Max offering to be the Party's "zoomer."
"See? Zoomer."-Max riding on her skateboard.
Max riding on her skateboard as she tries to convince Mike to let her join the Party.
Max having been thrown off her board by an unseen Eleven who thought Max was flirting with Mike.
"It felt like a magnet was pulling on by board or something."
Max, Mike, and Lucas finding Dustin alone in the bathroom.
Max, Dustin, and
Joyce Byers seeing Lucas rush in, saying Will is in trouble.
Max, Dustin, and Joyce finding Will and Mike out on the P.E. field.
Max worried about Will as he stands motionless with his eyes closed.
After Will wakes up from his trance, Max and her friends watch him leave the school with his mom.
The next day, at school, Max and Mike are founded by Dustin, explaining they're looking for Dart.
Max, Mike, and Dustin seeing Lucas throw trash bags out from a dumpster.
"You stink."-Max telling Lucas he stinks.
Max standing next to Dustin as he asks where Will is.
Max glancing at Dustin as he's given a stick to help look for Dart.
Max and the boys poking through trash bags to look for Dart.
When Lucas comes up to her, Max ignores him and coldly closes her locker.
Max leaving school as Lucas follows her.
Max coldly brushing Lucas off when he says they have to continue looking for Dart.
(Lucas: "What's wrong with you?") "What's wrong with me? What's wrong with you?!"
Max being followed by Lucas as he tries to talk to her.
"No! I don't understand! You guys act like you want me to be your friend, but then you just treat me like garbage!"
Max angrily telling Lucas how she feels on not being entirely included by the Party due to him and his friends being secretive with her.
Max arguing with Lucas as he tries to explain the reasons on the Party's secrecy.
Max hearing Lucas claim he and his friends are keeping secrets from her to keep her safe.
(Lucas: "What? No!") "Did you keep secrets from El?"
(Lucas: "How do you know about El?") "Did you?"
When Lucas does not give her a proper answer, Max decides to quit being a member of the Party.
Max angrily leaving Lucas.
Max riding her skateboard to meet with Billy.
Max getting in her stepbrother's car.
When in the car, Max is questioned by Billy over Lucas.
Max hearing Billy complain on how he is stuck looking out for her now they are family.
When Max tried to defend herself, Billy grabbed her arm before he verbally abused and threatened her.
Max left in tears and silently cries after her stepbrother's abuse.
Max being dropped off at the Palace Arcade by Billy.
Max flips the bird at Billy as he drives off.
In the arcade, Max finds the game Dig Dug with an "Out of Order" sign.
Max hearing from arcade employee, Keith that there's a game she can play in the back.
Max following Keith to the arcade employees' office.
Max finding Lucas in the back room of the arcade, waiting for her.
Max hearing Lucas apologize for meeting her like this.
"A safe place to what? Be creepy?"
Max speaking to Lucas who says he's going to explain the truth on why he and his friends were secretive with her.
Max listening to Lucas explain what could happen if anyone found out what she learned from him.
Max not buying Lucas's warnings that she could be arrested or killed if anyone found out what she learned from him.
(Lucas: "I need to know. Do you accept the risks?") "Oh my god, this is so stupid."
(Lucas: "Do you accept the risk?") "Yeah. Sure. Fine. I accept the risk."
Max about to listen to Lucas explain why he and his friends have been secretive with her.
Max listening to Lucas describe the true circumstances of Will's disappearance.
Max's reaction after hearing Lucas's story of how Will was trapped in an alternate dimension called the Upside Down, how Hawkins National Laboratory was behind his disappearance and fake death, and how El was actually a test subject at the lab named "Eleven".
Max revealing to Lucas that she doesn't believe him.
(Lucas: "Oh, so this funny to you?!") "Yeah...I mean, kinda funny."
Max finding Lucas risking his life to tell her his story ridiculous.
(Lucas: "Where are you going?") "Storytime's over, isn't it?"
Max heading out of the arcade room.
(Lucas: "What's wrong with you? I gave you what you wanted!") "I wanted to be part of the group! Not a part of some joke."
As she continues talking to Lucas, Max accuses him of lying to her.
After revealing she knew Lucas tricked her into meeting him, Max starts to blurting out everything he told her in public.
Max being silenced by Lucas before she could speak any further.
Max realizing Lucas is being serious with what he told her.
Upon seeing her stepbrother, Max warns Lucas not to follow her out.
In Billy's car, Max tries to assure her stepbrother she wasn't hanging out with Lucas.
Max thinking about everything Lucas had told her that happened in 1983.
The next day, Max fixes her broken skateboard as Billy had broken it.
When the doorbell rings, Max is ordered by Billy to answer the door.
When she answers the door, Max is surprised to see Lucas on her front porch.
Max hearing Lucas tell her that he has proof of what he told her yesterday was real.
After hearing what kind of proof Lucas has, Max goes back inside where she finds Billy waiting for her.
When asked by Billy who she was talking to, Max lies, saying she was talking to a group of Mormons.
(Billy: "Mormons?") "Talkative ones."
After returning to her bedroom, Max goes to meet Lucas outside her window.
Max climbing out of her bedroom window.
"This better be good, stalker."-Max getting on the back of Lucas's bike.
Max and Lucas arriving at the local junkyard.
Max carrying some wood to help the boys.
Max, Lucas, Dustin, and Steve rolling steel gallon cans.
Max and Steve setting up a trap for Dart.
Max looking up through a bus's ceiling window as she places the ladder against its frame.
Max going to reenter the bus after finishing the booby trap for Dart.
Max and Steve entering the bus.
When asked by Lucas if she misses her old home in California, Max says she actually misses her biological dad.
Upon revealing her troubled family life and her stepbrother's abuse to Lucas, Max also reveals she does not want to be as violent as Billy.
"I guess I'm angry too and I'm sorry."-Max apologizing to Lucas.
Max smiling when Lucas assures her she's nothing like Billy.
Max and Lucas's conversation being interrupted when they hear a roar.
Max as Lucas spots Dart with his binoculars.
Max and Lucas seeing Steve come out to the open after Dart refuses to take their bait.
Max and Dustin watching Steve.
Max, Steve, Dustin, and Lucas trapped inside the bus.
Max scared as the Demodogs attack the bus.
Max screaming upon seeing Dart as an adolescent Demogorgon, realizing everything Lucas told her was true.
Max and her friends surprised when the Demodogs suddenly stop attacking them.
Max confused on why the Demodogs stopped attacking and ran off.
While searching for Dart and the other Demodogs, Max hears from Dustin how Dart grew into a bigger size.
Max, Lucas, Dustin, and Steve walking through the forest.
Max hearing Steve remark that Dart will be eating more than just cats.
(Steve: "What are you talking about? He ate Mews.") "Mews? Who's Mews?"
Max hearing from Steve that Dart ate Dustin's pet cat, unintentionally exposing Dustin for harboring Dart from his friends.
Max trying to stop Lucas and Dustin from getting into an argument.
Max and Steve watching Lucas and Dustin argue about Dart.
Max offended when Dustin calls her a stranger.
Max listening to Lucas and Dustin argue about Dart and getting her involved with the Upside Down.
Max, Dustin, and Lucas looking at Steve when he interrupts them.
"No, no, no. Hey, guys! Why are you heading towards the sound?"
Max reluctantly going to follow the boys.
Max and her friends following the sound of the roar.
Max and her friends stopping at a hill where they get a view of Hawkins National Lab, making them realize that's where the Demodogs are heading.
Max watching Dustin ask Nancy and Jonathan if Mike and Will are not in the lab.
Max, Lucas, Dustin, Steve, Nancy, and Jonathan hearing roars from the lab.
Max and the boys at the Byers house after escaping the lab.
Max and Lucas reminiscing the deceased
Bob Newby.
Max, Lucas, and Dustin listening to Mike reveal Bob was the founder of their AV club.
Max confused when hearing Dustin refer to the adolescent Demogorgons as "Demodogs".
Max listening to Mike propose if they stop the shadow monster, they can stop his army.
"So this virus is connected to the tunnels?"
Max and Lucas listen to Mike reveal that every living thing in or connected to the Upside Down can feel each other's pain.
Max and her friends gathering around to discuss the shadow monster-the Mind Flayer.
Max listening to Lucas explain the Mind Flayer wants to destroy humanity.
Max and Jonathan hearing Lucas say they will theoretically win if they kill the Mind Flayer, they will kill his army too.
Max upon hearing there is no real life scenario on how to defeat the Mind Flayer.
Max and her friends deciding to interrogate Will so they can figure out how to kill the Mind Flayer due to being possessed by the creature.
"I get why El was your mage now."
Max talking to Mike about
Eleven.
Max working in the Byers' shed.
Max and Steve working together to tape some paper on the wall.
Max and her friends setting up the shed for Will's interrogation.
Max and Lucas sitting in the hallway after they finished helping prepare the shed for Will's interrogation.
Max and Lucas discussing the possibilities of Will discovering his location.
After Will's interrogation, Max and her friends watching Hopper write on a piece of paper.
Max and her friends watching Hopper write a message in morse code due to discovering Will to be using it to communicate.
Max, Lucas, Nancy, and Mike watching Hopper translate Will's morse code message which says "Here", making them realize Will is internally communicating with morse code.
Max and Lucas watching Dustin write morse code as he listens to Hopper transmit it to him via walkie.
Max, Lucas, and Dustin figuring out the first letter which is a C.
Max, Lucas, and Nancy hearing the next letter is an L.
Max hearing Lucas figure out another letter which is an S.
Max, Lucas, and Dustin hearing the next letter in Will's morse coded message.
Max and Lucas hearing the next letter in Will's morse coded message.
Max, Nancy, Steve, Lucas, and Dustin reading Will's translated message which says "Close Gate."
Max, Nancy, Steve, and Lucas suddenly hearing a telephone ring.
Dustin and Max panicking as the phone rings.
Max, Lucas, and Steve worried as Dustin and Nancy try to stop the phone from ringing.
Max worried as Steve tries to reassure that nobody can figure out where a ringtone could come from.
Max, Steve, Lucas, and Nancy hearing demonic roars outside.
Max, Steve, Nancy, Dustin, and Lucas realizing the demodogs are coming as they know their location.
Max, Mike, and Lucas looking out a window before Hopper tells them to get away from it.
Max watching everyone ready their weapons.
Max behind Hopper as he arms himself with a gun.
Max standing behind Lucas as he readies his Wrist Rocket slingshot.
Max, Steve, Nancy, Jonathan, and Joyce waiting for the demodogs to show up.
Max and Dustin nervous as they hear the demodogs outside the house.
Max and Lucas waiting for the demodogs to attack them.
Max and her friends seeing something being thrown through a window.
Max and the others seeing a demodog lying on the floor.
Everyone hearing the floorboard creak outside.
Max and Dustin anxious as the front door opens.
Max seeing
Eleven for the first time after she saves her and everyone else from the demodogs.
Max surprised to see Eleven in person.
Max introducing herself to Eleven "El".
Max being ignored by El who goes to reunite with the rest of her friends.
Max hearing Dustin explain the term "Demodogs" to Hopper.
Max and her friends going over their plan to close the gate.
Max and Lucas confused when Mike says that they have another problem in closing the gate.
Max looking at Lucas when he remembers Will is a part of the Mind Flayer's army and will be killed if the gate is closed.
Max seeing Mike worried about El.
"Like she needs protection."
Max and Lucas staring at Steve as he explains there's nothing they can do to help El and Hopper.
Max and Lucas thinking of a way to draw the Demodogs away from the lab.
Max, Lucas, Steve, and Dustin hearing and realizing Mike's plan to burn the tunnels to distract the Demodogs.
Max realizing El would be able to get to the gate if she and her friends distracted the Demodogs.
Max, Lucas, Dustin, and Mike hearing Steve object to their plan.
Max, Lucas, Dustin, and Mike silent after Steve orders them to not carry out their plan to burn the tunnels.
Max suddenly hearing a car pulling up.
Max and Lucas looking out through a window where they seeing Billy arriving in his car.
Max warning her friends of Billy's violence if he finds her here with them.
Max, Dustin, and Lucas hiding when Billy spots them spying on him and Steve.
A month later, Max gets ready to attend the Hawkins Middle School Snow Ball dance.
As her mom does her hair, Max notices Billy watching her.
Max glaring at Billy, reminding him of what she warned him.
Max looking at her reflection after her mom finishes her hair.
Max hearing slow-motion music beginning to play.
Max glancing at Lucas when he speaks to her.
Max smiling warmly when she realizes Lucas is trying to ask her if she wants to dance with him.
Max and Lucas on the dance floor.
Max, Lucas, and Will on the dance floor.
Max and Lucas sharing a waltz.
Max and Lucas sharing a kiss.
Max smiling at Lucas, showing she reciprocates his feelings for her.
Max and Lucas starting a relationship.
In the summer of 1985, Max, Lucas, and Will meet up with Mike at Starcourt Mall.=
Max, Lucas, and Mike entering the mall.
Max listening to Lucas tease Mike for spending his time sharing kisses with El.
Max watching Lucas and Will chuckle as they tease Mike.
Max, Lucas, and Will walking through the mall's first floor.
Max and her friends trying to cut through people as they don't want to be late in seeing a movie at the mall's movie theater.
Max and her friends hearing Lucas's little sister, little sister,
Erica make fun of them.
"Oh, that was mature."-Max after Lucas exchanges insults with Erica.
Max, Mike, Lucas, and Will meeting with Steve at the mall's Scoops Ahoy ice cream parlor.
Max and her friends sneaking through the mall's back hallways with Steve's help.
Max and her friends going to find some seats.
Max and Lucas sitting together after they found some seats.
Max and Lucas watching Day of the Dead.
Max and Lucas getting out their movie snacks.
Max and Lucas disappointed when they see the movie stop playing.
When the movie comes back on, as the mall had suffered a power outage, Max and her friends are satisfied.
Max and Lucas happy that the movie is back on.
"Better?"-Max helping Lucas clean off the hairspray from his face.
"What's going on?"-Max seeing Dustin, Mike, El, and Will leaving.
Max and Lucas surprised to hear their friends say they're going to talk to Dustin's new girlfriend.
Max and Lucas looking at each other before they leave to join their friends.
Max and her friends reaching the top of Weathertop.
Max, Will, and Lucas exhausted.
Max watching Lucas drink some water.
"You seriously just drank the last our water."
Max being offered a drink after Lucas spits some water into a canteen, much to her disgust.
Max, Lucas, and Dustin starting to build Cerebro.
Max, Lucas, Dustin, and Will building Cerebro.
Max and Lucas working together to building the legs of Cerebro.
Max, Lucas, Dustin, and Will lifting Cerebro upwards after they finish building it.
Max, Lucas, Dustin, and Will looking over the newly built Cerebro ham radio.
Max, Lucas, and Will waiting for Dustin to get in touch with his girlfriend, Suzie.
By nighttime, Max and Lucas start to get impatient as they wait for Dustin to contact Suzie.
Max hearing Lucas doubt Suzie's existence.
Max hearing Lucas remark no girl is perfect.
"Is that so?"-Max looking offended.
Max glaring at Lucas as he tries to come up with something to say in order to please her.
Max chuckling, revealing she was just to teasing Lucas.
Max accusing Dustin of lying over having a girlfriend.
Max and Lucas leaving Weathertop.
The next day, Max skateboards outside in front of her house.
Max trying to perform a trick on her skateboard.
Max landing on her feet after falling off her skateboard.
Max surprised to see El arrive at her house.
Max and El's second meeting.
Max being asked by El if they can talk.
Max listening to El explain Mike had told her his grandmother is sick and he won't be hanging out with her today.
Max telling El it is obvious that Mike is lying to her.
"I guarantee you, him and Lucas are playing Atari right now."
(El: "But friends don't lie.") "Yeah, well, boyfriends lie. All the time."
"You're going to stop calling him. You're going to ignore his calls."
"As far as you're concerned, he doesn't exist."
"He treated you like garbage. You're gonna treat him like garbage. Give him a taste of his own medicine."
Max advising El to break up with Mike if he doesn't explain himself.
"Come on, let's go."-Max going to grab El's hands.
(El: "Where are we going?") "To have some fun."
"There's more to life than stupid boys you know."
When arriving at Starcourt Mall, Max assures El that it will be safe for to blend.
Max and El looking at all of the stores inside the mall.
"You've never been shopping before?"
"Guess we'll have to try them all."
Max and El looking at the clothing in a store.
Max teaching El that she can find what she likes by try things on.
Max and El looking at a mirror as El starts trying on different outfits.
Max helping El wear a beret properly.
Max and El smiling at their reflections.
When El tries on another outfit, Max shows her different colored belts that she can wear her outfit with.
Max seeing El admire a romper she tries on.
Max wearing sunglasses as El wears her new outfit.
Max and El shopping at the mall together.
Max and El having a good time as they form a friendship.
Max and Eleven getting their pictures taken.
Max and El posing as they get their pictures taken.
Max and El all dressed up for their photos.
Max helping El trying to walk in high heels.
Max and El giggling after their attempt to walk in high heels fail while ignoring some sneers from popular girl, Stacey Albright and her cliché.
Max and El finding Stacey and her friends at an Orange Julius.
Max and El surprised and amused when El's powers cause Stacey's drink to explode.
"See? What did I tell you? There's more to life than..." (El: "Stupid boys.")
Max and El getting ice cream at Scoops Ahoy.
Max and El looking at each other before they burst into laughter when Steve asks her if she's allowed to be at the mall.
As they leave the mall, Max and El trade ice cream cones.
Max and El spotting their boyfriends at the mall.
"Isn't this a nice surprise."
Max and El confronting their boyfriends.
"This is her new style. What do you think?"
(Mike: "What's wrong with you?! You know she's not allowed to be here!") "What is she? Your little pet?"
Max and El hearing their boyfriends lie on why they're at the mall.
Max not buying the boys' lies.
Max stunned and impressed when El breaks up with Mike when he doesn't explain why he's lying to her.
Sitting in a bus together, Max and El laugh and celebrate on breaking up with their boyfriends to teach them a lesson for lying to them.
Later that night, at Hopper's cabin, Max sees El looking at magazines of actor Ralph Macchio.
(El: "Macchio?") "Yeah, he's the karate kid."
Upon seeing El starting to regret he breakup with Mike, Max comforts her.
"I bet they're wallowing in self-pity and misery right now."
(laughs) "Oh, what I wouldn't give to see their stupid faces."
"Is this really going to work?"
"Holy sh*t! This is insane!"
Max watching El use her powers to spy on their boyfriends.
(El: "I see them.") "What are they doing?"
Max perplexed when El describes what their boyfriends are saying.
Max hearing El say that the boyfriends think that girls are a "species" because they act on emotions, instead of logics.
When El removes her blindfold, Max asks what's wrong before she bursts into laughter.
Max and El hearing Hopper arrive at the cabin.
Max listing to El ask Hopper if she can sleepover tonight which he says yes.
Max and El playing a "Spin the Bottle" game where El would use her powers to spy on any random person the bottle points to the person's name.
Max and El finding Mr. Wheeler too boring to spy on.
(El: "Against the rules?") "We make our own rules."
Max uncomfortable when the bottle points to Billy's name.
Max advising El to stop spying on her stepbrother if he's doing anything gross.
Max fixing up a radio so its frequency can help El concentrate.
Max watching El use her powers to spy on Billy.
(El: "I found him.") "What's he doing?"
Max asking a frightened El what happened when she stops spying on Billy.
The next day, Max and El walk together.
"But you said Mike has sensed you in there before, right?"
Max and El discussing how Billy was able to sense the latter in her mental void last night.
Max trying to explain to El the concepts of lovemaking.
Upon arriving home, Max asks El if she really wants to investigate her stepbrother.
Max opening the door to Billy's bedroom.
Max and El entering Billy's bedroom.
Max and El checking Billy's room.
Max disgusted when she finds Billy's magazines.
Max and El entering the bathroom.
Max and El finding the bathtub filled with water and empty ice bags.
Max as El notices bloody fingerprints on one of the bathroom's cabinet doors.
Max watching El look through a trash can that was in the cabinet underneath the bathroom sink.
Max seeing El find a lifeguard's items in the trash can which include a bag and a whistle covered in blood.
Max and El suspicious over Billy and Heather acting normal.
Later that night, Max asks El which comic book she wants to read.
Max sitting next to El on her bed, having another sleepover at her house this time.
Max assuring El there is nothing to worry about as she's confused over Billy and Heather.
(El: "Who is that?") "See this why you can't spend with Mike all the time?"
Max introducing Wonder Woman to El.
The next morning, Max and El are woken up by Lucas contacting them on Max's walkie.
Max getting irritated when she hears her phone ring.
Max receiving a call from Mike who tells her something bad has happened and their lives could be danger right now.
Max after Mike ends the call, telling her and El to meet him at his house.
Max riding her bike to the Wheeler house.
Max, El, Will, Lucas, and Mike discuss in the Wheelers' basement.
Max listening to Will describe for the past few days, he has been sensing a presence in Hawkins.
(Will: "I felt it before whenever he was close.") "Whenever who was close?"
After Will reveals he has been sensing the Mind Flayer's presence, Max, Lucas, Mike, and El watch him do a quick sketch of the creature.
Max watching Will demonstrate his possession and exorcism of the Mind Flayer.
When Will theorizes the piece of the Mind Flayer that possessed him could still be in Hawkins after El closed the gate, Max is confused on how the Mind Flayer could still be alive.
Max hearing Mike say they just need to assume the Mind Flayer has returned.
Later, Max and her friends watch Billy at the community pool.
"Okay. Maybe that's a little weird."
Max hearing Mike point out the other factors of Billy's behavior she and El had told him, Lucas, and Will.
"But he's lounging at the pool which is like the least Mind Flayer thing ever."
Max, Lucas, El, and Mike looking at Will as he explains how the Mind Flayer controlled him last year.
Max, Lucas, El, and Mike hearing Will explain how the Mind Flayer controlled him to do his bidding.
"Okay, so we just wait until he gets activated."
Max hearing the boys disagree with her idea as Billy could possibly kill someone if he's really possessed.
Max hearing Mike propose an alternative to find out if Billy's possessed by the Mind Flayer.
Max and El watching the boys formulate a plan as they stay behind.
Max and her friends having trapped Billy in the sauna so they can see if he's possessed by the Mind Flayer.
Max being spotted by Billy as he's trapped in the sauna.
"Do it."-Max telling Will to turn on the sauna.
Max and Lucas waiting to see how Billy reacts to the sauna's heat.
Max glancing at Will as they wait for their results.
Max and Lucas being by Will that the sauna's temperature has now reached 200 degrees.
Max coming close to the sauna's door when she hears Billy crying.
On the verge of tears, Max tries to reassure Billy that everything's going to be okay after he admits the Mind Flayer made him do terrible things.
Max confused when Mike suddenly warns her to get away from the door.
Max getting attacked by Billy when the Mind Flayer activates him.
Max scared as Billy threatens her with a broken piece of tile before Lucas saves her.
Max and her friends seeing the pool's gym's lights starting to flicker rapidly.
Max and her friends scared as they see Billy trying to break down the door.
"He can't get out, can he?"-Max seeing how strong Billy is as he keeps ramming on the door.
Max and her friends seeing Billy has broken free from the sauna with his newfound strength.
Max and Lucas see that Billy is indeed possessed by the Mind Flayer.
Max and Mike watching El telekinetically lift up a barbel to restrain Billy.
Max and Lucas scared as Billy overpowers El.
Max, Lucas, and Mike witnessing the possessed Billy choke Eleven.
Max and Lucas horrified to watch El get strangled before Mike saves her.
Max after having witnessed El use her powers to throw Billy into a brick wall.
After recovering, Max and her friends watch the possessed Billy escape.
The next day, at the Wheeler house, Max watches El use her powers to locate Hopper and Joyce.
Max, Will, and Lucas confused with El's pronunciation of Illinois.
Max, Mike, Will, and Lucas hearing from El that Hopper and Joyce are heading to Illinois.
Max and El in the bathroom.
"Well, it's a good thing you're not Mike then."
"And you'd be in constant pain."
Max and El smiling in amusement.
"It wasn't! You guys do realize we can still hear everything you're saying, right?"
Max and El laughing after revealing to the boys they can hear their conversation outside the bathroom.
Max and her friends arriving at the Holloway house.
Max watching El use her powers to open the front door after no one answers the front door.
Max, El, Lucas, and Will entering the empty Holloway house.
Max, El, Lucas, and Mike smelling a strange, foul odor.
Upon finding destroyed and empty cleaning products, Max recalls Will not eating chemicals when he was possessed by the Mind Flayer.
Max listening to the boys recount a science lesson from Mr. Clarke how chemicals are mixed to create new substances.
In the garage, Max and her friends listening to Nancy's plan to find the location of the Flaying, in order to stop the Mind Flayer.
Max playing a game with Lucas.
Max catching and eating an M&M without using her hands.
Max reading a newspaper before she notices the lights flickering.
Max and her friends witness the lights flickering.