The shadow monster, also known as the Mind Flayer, is an entity that lives in Upside down in the universe of the Stranger Things TV series. We first saw it in Stranger Things season 2 when little Will Byers has a vision of the terrifying monster towering over the city. But what is the Mind Flayer?
Mind Flayer what it is
The Mind Flayer or Shadow Monster, as it is also called in Italian, is a giant creature with many limbs, similar in shape to a giant spider, which inhabits the Upside Down. It is a sentient creature and possesses an intelligence equal to that of humans. The Mind Flayer Stranger Things is the central creature to which the flora and fauna of the Upside down are connected. It is as if it were the thinking brain of the whole parallel world.
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After being rescued from the Upside Down in 1983 Will Byers returns to his life but continues to have visions of the terrifying parallel world. The October 30, 1984Almost a year after his passing on November 6, 1983, Will Byers first sees a huge spider silhouetted in a red storm over the town of Hawkins.
In the Stranger Things trailer 3 season we hear for the first time the voice of the Shadow Monster, then we discover that it is able to think and speak.
It is only in season 3 that we finally see the Mind Flayer at work. Remained closed out of the Upside Down when Eleven closes the door in season 2, the Mind Flayer gets stuck in Hawkins. The entity remains dormant untilsummer 1985 when the Russians reopen the crack that connects Hawkins to the Upside Down with a gigantic machine called “the key” hidden under the Starcourt shopping center. The fissure re-establishes the mental link between the Shadow Monster and the Upside Down, reactivating it.
The Mind Flayer then begins to own the rats of the city and then choose Billy Hargrove as the main guest. She later takes possession of the body of the Mrs. Driscollfrom the lifeguard Heather and his family and many other people by feeding them chemical fertilizers. These bodies are used by the Mind Flayer to recreate its original monstrous form.
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The Mind Flayer wants to kill Eleven because she is the only one who has the skills to close the cracks and stop her plans to conquer the world. The Monster manages to bite her but with Jonathan’s help, she manages to remove the piece of Mind Flayer from her leg.
Billy Hargrove is the only one of the humans not absorbed by the Mind Flayer during the attack on Eleven at the Starcourt Mall. Billy manages to break free from possession of the monster holding on to the memory of his mother. The boy tries to stop the Mind Flayer and save Eleven but is killed by the monster in front of his little sister Max.
Mind Flayer and Demogorgon Stranger Things 3 finale
Find out more about the Stranger Things series!
The final scene of Stranger Things 3 season leaves a glimpse of Hopper’s fate open and also reveals that the invasion from the Upside Down is not over! As Dr. Alexei reveals, the machinery under Hawkins’ Starcourt isn’t the only one in existence. There are others and one of them is located in Kamchatka, Russiawhere the soldiers managed to capture a Demogorgon. It is very likely that even here the Russian scientists have managed to open the door with the Upside Down, for this reason the Demogorgon is still alive despite the fact that Hawkins has defeated the Mind Flayer. The ending also suggests a theory that we might see in Stranger Things 4 seasonthat is, that you can travel through the portals.
The door under the Starcourt Mall is discovered by Steve, Robin, Dustin and Erica and is closed by Joyce Byers with the help of the boys, Jim Hopper and Murray.
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THE Demogorgons they are humanoid creatures that come from the Upside Down. Similar to amphibious men in appearance, they are not autonomously thinking beings. Demogorgons are predatory creatures connected to the Mind Flayer, the thinking super organism that commands and controls them.
What is the Spider Monster in Stranger Things 3?
What do we know instead about disturbing Spider Monster that we cross in the third season of the series? Also in this case we are talking about a further bodily manifestation of the Mind Flayer, this time in the form of a terrifying creature made up of dozens of animal creatures and humans killed by the same shadow monster. The terrifying creature is killed thanks to Billy’s sacrifice at the end of season 3.
Shadow Monster Stranger Things name and origin
As with the Demogorgon and the Upside Down, the name of the Mind Flayer also derives from the role-playing game Dungeons & Dragons of which Mike, Will, Lucas and Dustin are expert players. Not knowing how to name the strange creatures and the terrifying parallel world they have seen, the kids turn to their favorite game to give a name (and a meaning) to everything.
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The terrible entity that appears to Will Byers in vision it is called by the boys “Mind Flayer” referring to the name of an antagonist monster of the game Dungeons & Dragons. These RPG creatures are amphibious humanoid beings with octopus-like faces with long tentacles, possessing great psychic abilities which they use to conquer and subdue all creatures. The Italian Mind Flayers is called Ombra Monster.
The Mind Flayer is capable of to possess other creatures and humans. It happened to Will Byers that after being kidnapped by a Demogorgon, he is possessed by the Shadow Monster who had put a part of himself inside the child. For this reason Will has visions and knows the monster’s weakness and intentions. During the possession Will had superhuman strength. The same thing happens to Billy and the other people who are possessed by the Mind Flayer in season 3.
The Shadow Monster has weaknesses: it is sensitive to light and heat and also loses its powers if the door connecting it to the Upside Down is closed.
Warning: Major Stranger Things 3 spoilers ahead.
Stranger Things viewers had several questions after the heartbreaking season 3 finale: What actually happened to Hopper? Who is “the American”? And...what in the actual hell was that disgusting monster running around trying to kill Eleven and the rest of humanity as we know it? Even after two seasons worth of terror, the Mind Flayer—named after a Dungeons and Dragons monster with supernatural powers, naturally—is a little tricky to comprehend.
After the Mind Flayer took over Will’s body and used him to spy on the gang and Hawkins, season 2 ended with Eleven (Millie Bobby Brown) banishing the monster back into the Upside Down and closing the portal.
This season, Will recognizes its presence in Hawkins pretty quickly via a tingling at the back of his neck. And while he ignores it for a few episodes—understandably not wanting to relive the trauma that comes from a sentient otherworldly force inhabiting his body and mind—the Mind Flayer gets right to work on its evil plan in episode 1 of the third season.
Here's everything we know about the Stranger Things creature that's ruined the lives of our Hawkins friends.
What is the Mind Flayer?
First up, that goopy evil thing with giant spider-like tentacles in season 3 is a monstrous new incarnation of the Mind Flayer, the thing from the Upside Down that took over Will Byers' body (Noah Schnapp) in season 2 and surpassed the Demogorgon as the main Stranger Things monster.
Unlike the Demogorgons and Demodogs, which do its bidding, the Mind Flayer is intelligent and can strategize. Co-creator Ross Duffer explained on an episode of Beyond Stranger Things from 2017 that when figuring out how to continue the series, the writers wanted “something from this other world that was actually sentient": "We talked about sustaining this story, we talked about Voldemort. You need a threat that wasn’t just a shark. You need a threat that has plans and goals and thoughts."
Is the Mind Flayer monster in season 3 the same thing as the Mind Flayer from season 2?
Kind of, but not quite. After the Mind Flayer was exorcised from poor Will in season 2 (remember that scary scene with the hot poker?), a small portion of it stayed on earth. From there, the Mind Flayer infected a bunch of rats around town, getting them to congregate in the abandoned Brimborn Steel Works. The inhabited rats feast on fertilizer and other chemicals before exploding into a fleshy, bony goo. (It's this post-rat evil Mind Flayer goo that hits Billy’s car in episode 1. More on that later!) When those balls of goo all come together, they take the shape of the Mind Flayer monster at the heart of season 3.
What does the Mind Flayer want?
According to what Flayed Billy (Dacre Montgomery) reveals during his final showdown at the end of season 3, the Mind Flayer’s current plan is to kill Eleven because she is its one true enemy and the only force who can destroy it. From there, it presumably wants to destroy the rest of mankind, because that’s generally how evil forces from alternate dimensions tend to operate.
Dacre Montgomery as Billy in Stranger Things
NetflixWhat does the Mind Flayer do?
Back in season 2, we learned that the Mind Flayer uses its hosts to spy on the world at large. That’s what it did when it inhabited Will.
In season 3, we see it take hold of Billy in much the same way, and force him to do its bidding in Hawkins. One by one, Billy brings new townspeople to be infected by the Mind Flayer, and it gradually builds a huge army of people. Killing any of these individual Flayed doesn't seem to harm the Mind Flayer itself, though—to conquer it, you need to kill its original body.
With the gate to the Upside Down not yet fully open in season 3, the piece of the Mind Flayer that became trapped in Hawkins when Eleven closed the gate at the end of season 2 can no longer send the Demogorgons or Demodogs to do its bad business. Instead, it relies on the creatures readily available in the town, like those rats. Remember when Nancy Wheeler (Natalia Dyer) gets the tip at the newspaper about fertilizer going missing and goes to investigate with Jonathan Byers (Charlie Heaton)? Those rats are beginning to be compromised.
When the couple returns a second time and finds Mrs. Driscoll (Peggy Miley) in the midst of what her editor Tom Holloway (Michael Park)—Heather’s dad—says the hospital deemed a schizophrenic episode, that was the Mind Flayer taking over her body too.
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Unfortunately, the bodies that the Mind Flayer takes over tend to explode into a sentient, evil goo that slouches around town. It’s some of that post-rat, Flayed goo that drops on Billy’s car in episode 1, causing him to spin out in front of Brimborn Steel Works and become a human host for the Mind Flayer.
Flayed Billy first sacrifices Heather Holloway (Francesca Reale); the two then go after her parents, and so on until finally an entire lair of zombie-like hosts are standing at attention below the abandoned steel mill in a scene reminiscent of the hosts of Westworld just waiting to be brought to life.
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The Mind Flayer seems to be able to communicate telepathically with Billy, directing him to gather more human hosts for him. This seems to be the case for all the Flayed, and is probably the case for the monster as well, which seems to be an extension of the Mind Flayer itself.
Why does it...look like that?
It's gross! Polygon says The Mind Flayer’s monster “looks like severely waterlogged skin, hardened vomit, and a festering wound all at once.” This is entirely accurate. The Mind Flayer in season 3 takes the form of a gelatinous mound of decomposed bones, flesh, and bad intentions, complete with spidery legs and tentacle mouths. It looks not unlike what you might imagine fatbergs to be before they congeal into a solid, inconvenient mass. (Don’t flush your butt wipes!) It also looks like the visions Will has had of the Mind Flayer, so we can assume its Upside Down form is very similar.
After the Mind Flayer takes over its hosts, the bodies drop onto the floor and decompose into that gross goo, which inches away to join the Mind Flayer monster and make it ever larger. It’s a sight to behold, although we’d really rather not.
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How are the Flayed connected?
We’ve already established that season 3’s Mind Flayer is set on inhabiting as many earth creatures as possible in order to fuel its monster and take down Eleven. But it seems like the flayed are also connected to each other.
In episode 4, two key things happen simultaneously: the kids trap Flayed Billy in the steam room at the pool, and Nancy visits Mrs. Driscoll in the hospital. As Flayed Billy becomes more enraged, the Mind Flayer steps in to help him. “He’s activated,” Will announces to the group, touching the back of his neck. At that moment, Nancy is watching Flayed Mrs. Driscoll’s blood pressure rising on the monitors. Both Mrs. Driscoll & Billy get black veins across their bodies at the same time. And when Eleven pushes the barbell into Billy’s throat, we next see Mrs. Driscoll roar in pain.
After Eleven throws Billy through the brick wall of the pool’s locker room, he returns to Flayed Heather in the basement of the Steel Works. “She could’ve killed me,” Billy complains. “Yes,” Heather replies. “But not us.”
Then in episode 5, Nancy and Jonathan battle it out with Flayed Tom Holloway (Heather’s dad) and Flayed Bruce Lowe (the misogynist from the newspaper) inside the hospital. In order to escape Mrs. Driscoll’s room, Nancy hits Tom in the head with a flower vase. She and Jonathan run into the hallway where Flayed Bruce is waiting for them, touching his head in the same spot Tom was hit as black veins are emerging on his skin. “Owie,” Bruce says.
As the couple split up to fight off their former editors, we see every hit Bruce takes impact Tom, and vice versa.
So it’s clear that the flayed are connected and experience the same things—even if some of them individually do the Mind Flayer’s bidding at different times. Annoyingly, when any individual Flayed is killed, it just turns into sloppy goo that eventually finds its way back to the bigger monster. So it’s really a win-win for the mastermind...Flayer (sorry).
Is the Mind Flayer dead?
This time around, the Duffer Brothers said they didn’t want the season to end with Eleven holding her hands up and saving the world. So they have Joyce Byers (Winona Ryder) turn the keys in the Russian underground lab to stop that machine from pumping energy into the void, thereby closing the gate to the Upside Down. The Mind Flayer's access to our world also gets shut off, so the monster it created dies in the Starcourt Mall (where it had been trying to end Eleven’s life).
It seems that all is well and perhaps we are finished with the Mind Flayer for now. But like with all matters in Stranger Things—all is not what it seems.
Delia Paunescu is a writer, producer, and social media consultant based in New York City. She's written for Vulture, Racked, Brooklyn Magazine, New York Post, and amNewYork, among others. Delia also spent two years leading NowThis Entertainment. She'd very much like to shout at you about why Jane the Virgin is the greatest show of all time over on Twitter.