- As he applies his Halloween makeup, Elliott goes over the plan with Gertie. They're meeting at the lookout. They overhear Mom yelling at Michael and telling him he can't dress up as a terrorist for Halloween.
- Elliott and Michael dress E.T. up like a ghost to sneak him past Mom, who's dressed like a cat. She mistakes the little ghost for Gertie. The plan's working!
- Elliott dons a backpack filled with E.T.'s stuff under a gray cape. Michael wears a fake knife through his head. E.T. tries to heal him, and almost gives himself away to Mom.
- Mom whips out the Polaroid to snap a photo of her "kids." The flash makes E.T. fall down. She tells them to be back by an hour after sunset. E.T. digs Mom's cat costume. Elliott, not so much.
- Out on the street, E.T. passes a kid dressed as Yoda. He yells "Home!" repeatedly and tries to follow him.
- Michael helps Elliott load E.T. into the basket of his bike, and urges them to be home on time. They take off for the forest.
- As Elliott pedals through the forest, it starts to get too bumpy to navigate. E.T. takes over, and before you can say "airborne Schwinn," they're flying off a cliff and up into the air as the music swells.
- They soar high above the treetops and in front of the moon. It's downright magical.
- At home, Mom blows out the candles, looking both irritated and concerned. She snuffs some out with her wand. She's graduated from cat to cat-witch.
- Elliott and E.T. have landed in the forest, and Elliott helps E.T. set up his machine, which sort of looks like a Rube Goldberg satellite dish.
- Mom heads out to the car, angrily muttering to herself. She still has her wand. Phew. Wouldn't want to operate a motor vehicle without that.
- As soon as Mom drives away, a bunch of shady-looking dudes get out of a car parked in front of the house. They start lugging equipment up the driveway. This doesn't look good.
- Back in the forest, E.T.'s machine starts working. Elliott is stoked.
- The shady dudes inspect the house with their own machines. And flashlights. So many flashlights in this movie.
- In the forest, Elliott tells E.T. that it's late and they have to go home. E.T. points at himself and says, "Ouch."
- Elliott pleads with E.T. to stay. He promises to take good care of him and says that they could grow up together, but E.T.'s gotta go.
- E.T comforts Elliott.
- The next morning, Elliott wakes up in the forest. He doesn't look so hot. (The smeared Halloween makeup doesn't help.) E.T. is gone.
- At home, the police interview Mom about Elliott's last known whereabouts. Michael and Gertie are there, too. Just as Mom's about to lose it, Elliott shows up. Mom's relieved that he's home, and more than a little bit ticked. She notices that he has a fever and sends Gertie to go draw him a bath.
- Elliott tells Michael that he has to find E.T., so Michael takes off on his bike like a shaggy-haired bat out of hell. He's being followed by a blue car.
- Michael finds E.T.'s machine. He finds the ghost sheet hung on a fence. He rides on and spots E.T. passed out facedown in a creek. E.T. is extremely pale and struggling to breathe. No!