The young Will Byers disappears one evening while riding his bike home after a long RPG session. This terrible event is the first of many that will follow in this small Midwestern town. From that moment on, new fragments of a supernatural mystery shock the town and turn the lives of some Hawkins residents upside down forever. The Upside Down is a cooperative game in which 2 to 4 players take on the roles of the series' protagonists and try to stop terrifying supernatural forces to save Will from the horrors of the Upside Down. At the beginning of the game, players choose a character and one of 2 seasons, each with its own game board, actions, and card sets. The characters use action cards to move between the iconic locations of Hawkins, collect items, manage their fear, and exceed the value of stacks of game pieces to gain allies, escape a secret government agency, help Eleven and be supported by her powers, as well as fight the horrors of the Upside Down. They perform their actions in a series of turns until they reach their ultimate goal: to stop the forces of the Upside Down and save Will... or be scared to death in the process. Contents: 6 character miniatures, 5 enemy miniatures, 1 Eleven marker, 2 patrol figures, 2 plastic bases, 1 double-sided game board, 6 character boards, 131 cards, 4 fear markers, 77 tokens, 1 rulebook.