THE

PSIDE
UDOWN

THE

PSIDE
U DOWN
Will has been captured by
the Demogorgon and is lost
in the Upside Down. Mike,
Lucas, Dustin, and Elevn must
work together to defeat the
Demogorgon and find Will.

Objectives

1. Kill the Demogorgon by

winning 5 battles against him.
2. Find Will by flipping tiles
to reveal what is in the Upside
Down

Components

4 character cards (Mike,

Dustin, Lucas, and Eleven)
64 game tiles
1 Will tile
5 Demogorgon tiles
25 Item tiles
25 Event tiles
8 blank tiles
22 Item cards
25 Event cards

Set up

1. Set up board.
a. Shuffle all tiles and turn
them upside-down so that the
tile identification is face-down.
b. Randomly place the tiles
in an 8 by 8 square.
2. Shuffle the Item deck and
event deck.
3. Each player chooses a
character and a token.

Characters

Ability:
Flip up to 2 adjacent tiles
per turn. If a tile is an Event
or Item tile, flip it back to
the hidden position without
drawing an Event or Item
card.
Required items:
1 Walkie-Talkie card
2 Battery cards

Ability:
Take 2 turns in a row.
Add 3 to your retreat rolls.

Ability:
Add 3 to your attack rolls
against the Demogorgon.
Discard 1 Rock card after
use. You must declare that
you are using your ability
before you roll.

Required items:
1 Bike card

Required items:
1 Wrist Rocket card
1 Rock card (discarded after
use)

Overview of Gameplay

On each players turn, you

flip board tiles, which will
either be a blank, Event, Item,
Demogorgon, or Will tile.
Ability:
When using this ability, do not
move. Flip up to any 5 tiles on
the board.

If a tile is an Event or Item tile,

flip it back to the hidden position
without drawing an Event or Item
card.
If a tile is a Demogorgon tile, leave
it revealed without attacking or
retreating.

Required items:
1 Pool card
1 Salt card (discarded after use)

Draw an Item or Event card

when you flip that tile. When
you flip a Demogorgon tile,
you will either attack or retreat.
Once 5 Demogorgon tiles have
been defeated, the Demogorgon
is dead.
The game is won when the
Demogorgon is dead and the
Will tile has been found.

Gameplay

Turns
The youngest player goes first.
1. Roll the dice and move. You
may move in any direction
up to the number you rolled.
You cannot land on an already
flipped tile.

2. Flip over the tile you landed

on. The tile will either be
blank, an Event, an Item, a
Demogorgon, or the Will tile.
If the tile is blank or already
flipped, nothing happens.
If the tile is an Event, you
draw a card from the Event
deck, follow the instructions,
and remove the tile from the
board.
If the tile is an Item, you draw
a card from the Item deck,
place the Item card in front of
you, and remove the tile from
the board.

 If the tile is a Demogorgon,

you choose to either attack or
retreat. Roll the dice to see if
you accomplish your attack
or retreat. Each Demogorgon
tile has an attack and retreat
number. You accomplish
your attack or retreat by
rolling a number equal or
higher than the attack or
retreat number.

If you lose the roll for either

choice, you die.
If you chose to retreat and roll
higher than the retreat number,
leave the tile up for future battles.
If you chose to attack and roll
higher than the attack number,
remove the Demogorgon tile.
You won 1 Demogorgon battle.

If the tile is the Will tile:

If 5 Demogorgon battles have

not already been won, then each
Demogorgon strength for retreat
and attack rolls are decreased
by 2.
If 5 Demogorgon battles have
been won, you win the game.

3. Each character has a

special ability. If they have the
necessary items to activate their
ability, they may use that ability
before or after their roll.
4. Pass the dice to the player
on your left who will then take
their turn.

Transferring Items
Each character needs specific
items to activate their ability.
If one player has an item that
another player needs, they may
transfer the card. Cards can be
transferred between players
on adjacent tiles. Transferring
cards can happen at any time in
the game.
Ending the Game
You lose the game if all players
die or are trapped in the Upside
Down.
You win the game when you kill
the Demogorgon and Will has
been found!

Cards

Event Deck
Fell into
Turn your token on its
the UpSide side. You cannot move
Down
until you are pulled
out by a teammate. The
teammate must use a
Rope card and be adjacent to you. You may
still use your abilities.
Caught by
Government

Lose a turn. If you are

Eleven, you lose 2 turns.
But if you are Mike,
Dustin, or Lucas and
you have a bike, you can
run away by moving up
to 3 tiles in any direction. Flip the new tile
over.

Eleven
Freakout

If this card is drawn by

Eleven, you automatically win all battles
with currently face-up
Demogorgon tiles. Then
lose a turn.
If the card is drawn by
anyone else, nothing
happens.

Call
Teacher
for help

Look through the Item

deck and choose 1 card
of your choice. Then
reshuffle the Item deck.

Bullies

Put 1 Item card back

into the Item deck.

Eggos

Move up to 2 tiles in
any direction.
If you are Eleven, move
up to 4 tiles. Flip over
the new tile.

Christmas
Lights

Flip up to 3 adjacent
tiles. If the tile is an
Event or Item, flip it
back to the hidden
position.

Sheriff
Hopper

Flip any tile on the

board. If the tile is an
Event or Item, flip it
back to the hidden
position.

Visit
Bennys
Diner

Draw 1 card from the

Item deck.

Item Deck
Some item cards may be used
by only one specific character.
Item

Who

What it does

Wrist
Rocket

Lucas

Use this card

with a Rock card
to add 3 to your
attack roll against a
Demogorgon. Discard 1 rock card
after use. You must
declare that you are
using your ability
before you roll.

Rock

Lucas or If Lucas, use this

card with the Wrist
anyone
Rocket to activate
ability.
If someone else,
this card adds
1 to your attack
roll against a
Demogorgon.
Discard the card
after use. You must
declare that you
are using this card
before you roll.

Walkie- Mike
Talkie

Use this card with

2 Battery cards to
flip up to 2 adjacent tiles per turn.
If a tile is an Event
or Item tile, flip it
back to the hidden
position without
drawing an Even or
Item card.

Battery

Mike

Use 2 of these
cards with a
Walkie-Talkie card
to activate ability.

Salt

Eleven

Use 1 of these
cards with the Pool
card to activate
ability.

Pool

Eleven

Use this card with

1 Salt card. When
beginning your
turn, declare that
you are using your
ability. Do not
move. Flip up to
any 5 tiles on the
board.

Bike

Dustin
or
anyone

If Dustin, use
this card to take
2 turns in a row
and add 3 to
your retreat rolls.
If anyone other
than Dustin, use
this card to add
1 to your retreat
rolls.

Rope

Anyone

Use this card to

pull a teammate
out of the Upside
Down. You must
be adjacent to
the teammate.

If a tile is an Even
or Item tile, flip it
back to the hidden
position without
drawing an Event
or Item card.
If a tile is a
Demogorgon tile,
leave it revealed
without attacking
or retreating.

Discard 1 Salt card.