While El uses her powers to determine Billy’s location, Mike accidentally admits to the rest of the gang that he loves her. They can’t dwell on it, however, because El succeeded. Billy is waiting patiently in his room — a clear trap. Instead, she wants to communicate with him a different way: by touching him in her mind and, it turns out, falling into one of his memories. In this hazy sequence, we see all of Billy’s life up until this point. His childhood turned sour thanks to his violent father, and after his mother left, this violence began manifesting in his own personality. The deeper El gets into Billy’s memories, the closer she gets to the source, until she wakes up back in her living room with all of the Rat Pack mission. Instead, she’s joined by Billy, who says everything they’ve been building has been to end her, as well as all her friends. One by one, all the flayed begin melting and joining forces until they make up one giant monster, and El snaps out of her vision — for real this time — and warns everyone of what she saw.