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The Upside Down


An alternate dimension existing in parallel to the human world. It contains the same locations and infrastructure as the human world, but it is much darker, colder and obscured by an omnipresent fog.

  • All There in the Manual:
    • The Duffer Brothers apparently have an entire 30-page document that intricately explains the Upside Down and all of its inhabitants. They've stated that they want to give most of the details to the audience through the perspective of the characters as they themselves learn so as to preserve the mystery & horror around the place, but won't give the audience everything so as to keep some stuff as Riddles for the Ages. Furthermore, they've stated that they're quite willing to deviate from their current "rules" for the Upside Down if they deem it necessary for the story as the show goes on.
    • The location's canonical name is "The Nether". However, that name is never used by any of the characters, and has only been utilized in supplementary material.
  • Alien Kudzu: As noted below under Meat Moss, most of the Upside Down's ruined buildings and trees are covered in disgusting fungal/fleshy "vines" that can even spread out into Hawkins if connected through a Gate (like the one underneath Hawkins National Laboratory and the ones briefly created by the Demogorgon).
  • Always Night: The sky, let alone the Sun, is never seen in the Upside Down during Season 1, with the region perpetually shrouded in a dense fog and darkness (aside from a few streetlights and the glow from some flickering machines, like those seen in the arcade). While Season 2 does show us more of the sky, it's portrayed as perpetually stormy with only arcs of red lightning and the Mind Flayer visible in the darkness.
  • Atomic Hate: Not a literal case (for as far as we know, anyway), but the Upside Down has some thematic elements lifted from the common ideas associated with a nuclear holocaust. Notably, the Upside Down generally looks like a blasted atomic wasteland (albeit one covered in fungus and Alien Kudzu), and the constantly drifting spores in the air even looking like falling radioactive ash. Additionally, the place has a higher environmental radiation count than what is normally seen on Earth. Quite appropriate for a series taking place during the height of the Cold War, isn't it?
  • Another Dimension: From what little is known of it, the Upside Down generally seems to be this in terms of its connection to the "real world."
  • Dark World: The Upside Down mimics the geography and infrastructure of the real world, but covered in perpetual darkness and decay.
    • To further elaborate, any "permanent" structures in Hawkins seem to be replicated in the version of Hawkins seen in the Upside Down, albeit now severely dilapidated and covered in Meat Moss. Interestingly, this process doesn't seem to account for "temporary" structures/devices (for example, while the letters Joyce painted on the wall in her house to communicate with Will are copied into the Upside Down version of her home, the Christmas lights she hung up everywhere don't get carried over). Additionally, this process seems to be "one-way," with Hawkins only affecting the Upside Down and not vice-versa (i.e., the Demogorgon destroying the Upside Down version of Castle Byers doesn't appear to destroy the Hawkins version of Castle Byers).
  • Death World: In hindsight, it's downright miraculous that Will Byers survived on his own for an entire week when he was stuck here. First off, scientists at Hawkins National Laboratory claim that the Upside Down's atmosphere is toxic and even lethal with prolonged exposure, and the environment is also generally more radioactive in comparison to that found on Earth. Furthermore, no bodies of liquid water have ever been found there (fresh water or otherwise), the world is covered in a freezing Always Night and shrouded in perpetual fog, and the closest thing to "living" organic matter seen in the Upside Down outside of the Demogorgon (and the rest of its species) is a toxic Meat Moss/Alien Kudzu covering virtually everything. Even worse, that aforementioned Alien Kudzu becomes Combat Tentacles when threatened. And of course, that's not even getting into its inhabitants all consisting of highly predatory monsters under the command of an actively malevolent Hive Mind. Heck, the mere fact that the Demogorgon is forced to cross over into Hawkins to find prey throughout Season 1 can be seen as implying that there isn't even any edible food left in the Upside Down (which might actually be another potential motive for the Mind Flayer's goals at being a Multiversal Conqueror).
  • Dark Is Evil: As befitting a Dark World, of course, with the place being Always Night as just the tip of the iceberg in terms of creepiness.
  • Eldritch Location: It's a very strange dimension seemingly filled with nothing but Eldritch Abominations.
  • Evil Is Deathly Cold: The place is frequently described as "cold and dark," and Weak to Fire seems to be the only consistent weakness shared by the Upside Down's inhabitants.
  • Homage: Word of God has stated that the Upside Down's overall design was heavily inspired by the Xenomorph hives in Alien, the Otherworld of Silent Hill, and the results of the Cordyceps fungus from The Last of Us.
  • Genius Loci: Season 2 all but states that the entire dimension and its inhabitants are linked into the Hive Mind of the Mind Flayer.
  • Meat Moss: A disgusting fungus-like fleshy substance covers nearly everything in the Upside Down.
  • Nothing Is Scarier: Very little is known about this alternate dimension, and that just makes it all the scarier. The Duffer Brothers have said that they do have details of the area planned out, but are only going to reveal it a little bit at a time. And even then, they're not going to reveal everything.
  • Shout-Out: Aside from the above-mentioned Homages, the Upside Down was heavily inspired by the works of the Polish painter Zdzislaw Beksinski, whose works the Duffer Brothers described as often depicting (to them) " otherworldly, hellish world, surrounded by a thin layer of something we can’t quite make out."
  • Tentacle Rope: The vines in the tunnel which almost kill Hopper.
  • The Virus: Around the Gates linking the Upside Down and Hawkins, the Meat Moss covering most of the former has been shown spreading out into the latter, corrupting and destroying everything it touches. Even worse, the resultant Alien Kudzu can act as Combat Tentacles if threatened.
  • Weaksauce Weakness: Despite fire being very useful (as noted immediately below), water is anethema to it and it's creatures as well. One, none exists there naturally. Two, Bob spots that its tunnels avoid all of Hawkins' water features completely in Season 2. Three, in the Season 2 finale. After Bob restarts the Labs computer system he's about to be attacked by a Demodog. He runs back to the system and sets the sprinkler system off. This, as Dr Owens says himself with some surprise, ... works.
  • Weak to Fire: Fire seems to be the only reliable counter against the creatures of the Upside Down, with it even being used to help stem the spread of The Virus into Hawkins.

The Mind Flayer

  • Ambiguous Gender:
    • Will refers to the Mind Flayer as "he", meaning it either identifies as male or this is simply how Will makes sense of its existence and connection with him. It's very likely the latter, as all the other characters (unless talking about it with Will) refer to the creature as "it", it is a hive mind of several entities and is also described as a "virus", which typically lack gender, and the Duffers have stated its true nature is impossible to comprehend.
    • In addition, in the after-show, Beyond Stranger Things, the Mind Flayer is referred to interchangeably as "he" or "it", suggesting either its gender is weirder than we understand, "he" is simply a sort of nickname, or it's up to audience interpretation.
    • Further complicating matters is that in Season 3, the sole time we hear it speak for itself in Eleven's vision, it refers to itself with plural pronouns such as "we" and "us" after beginning its monologue by using "me and "I," singular pronouns. In the early stages of Billy’s Flaying, however, Billy hallucinates Heather telling him to "Bring me to him", twisting this into a full circle.
  • Big Bad: In Season 2, as its control of Will and the Demodogs drive the plot, which are all part of its attempt at an Alien Invasion from the Upside Down. It also fills this role in Season 3, although it shares it with the Russians.
  • Big Bad Ensemble: In Season 3, along with the Soviets led by General Stepanov, who are constructing a Gate to the Upside Down.
  • Deconstruction: Of the Eldritch Abomination. Yes, the Mind Flayer is an immensely powerful, wholly unique being, but because it's so powerful and thus so used to getting what it wants, it essentially has the mindset of a toddler. It doesn't know how to deal with resistance or setbacks to its plans, only being able to throw a temper tantrum in response. And since it's so unique and self-reliant, it has no idea how to interact with and blend into a social species like humans, to the point where it has to effectively leave its hosts on autopilot most of the time, because when it takes them over directly, it can't act in a way that doesn't immediately clue every human in to what it actually is. Furthermore, since its sheer power makes it used to easy victory, whenever it is significantly harmed, or especially defeated in one of its plans, it will launch into a full blown petty revenge mode from which it will never leave, even when the petty revenge is detrimental to its long-term goals, such as when it blows its cover when possessing Will just to get revenge on some Mooks. In short, while it is powerful and dangerous, it also showcases all the ways that existing as an Eldritch Abomination would limit a person psychologically.
  • Fatal Flaw: Underestimating humanity. In Season 2, it loses because it underestimated the idea that the person who opened the gate to its world could also close it, and in Season 3 it loses because it underestimated Billy's ability to care for other people, and Eleven's ability bring out the humanity in him.
  • Final Boss: In Season 2 and Season 3.
  • Hive Mind:
    • It is connected to every Demogorgon in a hive mind. As well as Will in Season 2, and Eleven in Season 3.
    • Later on it starts possessing townsfolk, which are referred to by the Party as "the flayed".
  • Our Vampires Are Different: Displays several traits associated with vampires. It hates sunlight, enslaves animals, feeds on people to gain strength, originated from a place that's perpetually dark and stormy, has a Renfield-esque minion and tells Eleven that the reason it's terrorising her is because "You let us in", much like how in folklore vampires need an invitation to enter someone else's domain.

    The Mind Flayer 

The Shadow Monster, a.k.a. "The Mind Flayer"
"You... let us in. And now... you are going to have to let us stay."

"And now it's time. Time to end it. And we are going to end you. And when you are gone, we are going to end your friends. And then, we are going to end... EVERYONE."

A colossal monstrosity that Will glimpses as he flickers back and forth through reality. It's the will driving every living thing in the Upside-Down.

  • Aliens Are Bastards: A malevolent extradimensional entity which is attempting a hostile takeover of our realm through horrific means.
  • Arch-Enemy: To the Party and especially Eleven. At the end of Season 2, it became evidently clear that this creature is the most dangerous and most personal enemy the Party has faced for now, and in Season 3 its entire plan revolves around creating a means to end them itself.
  • Assimilation Plot: The entity explains its goal as merging with everyone and destroying everything while possessing Billy.
  • Ax-Crazy: A genocidal creature willing to annihilate an entire planet. When Joyce tries to kill it, the Mind Flayer-controlled Will totally loses it and starts to strangle her. When controlling Billy, it goes even crazier and proceeds to viciously brutalize the Party when they try to smoke it out in a sauna, and its last moments in its flesh form consist of a Roaring Rampage of Revenge against the Party.
  • Bad Liar: It at least manages to trick the Hawkins Lab personnel into a suicidal attack through its control of Will. But the more deeply it takes control, the less it's able to pretend it's human. By the time Mike figures out what's going on, all it can do is shriek that he's lying over and over.
  • Berserk Button:
  • Bizarre Alien Biology: It is, near as can be sussed out so far, a hundreds-of-feet-tall sentient virus cloud that usually takes the rough shape of a five-legged crab with a Xenomorph-esque head (somewhat resembling the Female MUTO from Godzilla (2014)). Also, it is connected to all living things in the Upside-Down and all parts of it feel pain when one part does. This is to its advantage as it can use its Demogorgons and tentacles to retaliate.
  • Blue-and-Orange Morality: According with Word of God, its mind is completely alien to that of any human. It doesn't seem to have any problem with Mind Rape and inflicting horrible pain, for one. The only thing that really makes it genuinely angry is heat and pain directed towards it. So, to the extent that it even has any moral agency, it seems that it breaks everything down into two categories — things that help it spread = Good, and things that stop it from spreading = Bad. Which basically makes it a biological version of the paperclip maximizer.
  • The Chessmaster: It forced Will to say he knows its weakness when it was really a trap to kill the soldiers that hurt it, and then used the lines to lead its Demogorgons back to base. In Season 3 it also nudged the flayed Tom into preventing news about its rat-related schemes from getting to the public, and while it never met the Soviets personally, it still played them like a fiddle by allowing them to keep the Gate open.
  • Child Hater: It hates just about everyone that does not serve a purpose to it, but it especially hates the younger cast members. Come Season 3, most of its hate is focused on Eleven in particular, becoming hell bent on killing her before taking over the world.
  • Contrasting Sequel Antagonist: The Demogorgon was a simple animal that only cared about food and reproduction, while the Mind Flayer is an intelligent and malevolent adversary with a highly sophisticated cross-dimensional invasion plan... which also happened to be in control of the Demogorgon.
  • The Corruption: It can possess other beings and its vines cause plants on the surface to decay. Its powers seem to affect non-living objects too, as the scientists at Hawkins Lab discover that even the soil samples taken from the area react to heat exactly like the monster.
  • Dark Is Evil: A giant, evil extradimensional alien out to wreak havoc on our dimension is black-colored and associated with shadows.
  • Demonic Possession: Of Will, making the child its unwitting spy. The Mind Flayer also forces Will to carry out its plans, such as tricking the soldiers at Hawkins Lab into walking into a deadly ambush. The only way to expel it from Will's body is to expose him to extreme heat, in a manner very reminiscent of an exorcism. It later does the same thing to Billy, although in this case he is less of a spy and more of a proxy for the Mind Flayer, with his will being directly overridden by the creature itself.
  • Eldritch Abomination: It is a towering, shadowy thing that inflicts extreme Mind Rape, created and controls the Demogorgons as its foot soldiers, and may be responsible for turning the Upside-Down into a desolate Eldritch Location. After learning of our world, it's trying to find purchase on Earth and terraform it to be more hospitable for itself, starting with the town of Hawkins. The protagonists never figure out its motives for all this, but speculate that it sees itself as inherently superior to all other forms of life and thus wants to make everything like itself. In Season 3, it goes on to make itself a body out of rat and human flesh, bones and organs in semifluid form, with an enormous mouth with bone shards for teeth and numerous tentacles.
  • Eldritch Transformation: In Season 3, the Mind Flayer begins infecting ordinary people and rats in Hawkins to allow itself a physical presence in our world. When it decides to take a personal hand in hunting down Eleven (the only one it perceives as a threat), it melts down and assimilates its hosts into a single horrific, arachnid-type body.
  • Evil Is Deathly Cold: "Deathly" might be an overreach, but the Mind-Flyer really does not like heat, and seems to like the cold. It doesn't appear to like water all that much, but an ice bath is acceptable, further lending this theory credence.
  • Evil Is Petty:
    • The Mind Flayer's tendrils get damaged by humans. It uses Will to lead a squad of soldiers into an ambush as a result just because the soldiers had damaged one of its tendrils. The end of the season shows that it now wants revenge against the Party, particularly Eleven.
    • At the end of Season 3 Eleven is helpless before it and all it has to do is kill or assimilate her and its biggest threat is eliminated. Instead, it takes the time to slowly kill Billy for physically and mentally defying it, giving Joyce enough time to close the gate and sever its connection to its body. Prior to this it uses a psychic contention with El to do some Evil Gloating, tipping the Party off that it knows where they are and that its Avatar is on its way.
  • Expy: A pretty blatant one of Pennywise, aka IT. Much like the evil clown, the Mind Flayer is a spidery Lovecraftian creature that bullies children, has its own consciousness, and is extremely sadistic and sociopathic. Similarly, both take control of a bully and their archnemeses are a group of children. The only big difference is that the Mind Flayer has no sense of humor.
  • The Faceless: Its Xenomorph-esque head is devoid of any features. When it takes on a flesh form it develops a mouth with two rows of teeth.
  • Fantastic Racism: Dustin speculates that it views itself as superior to all other races, which could play a hand into why exactly it wants to exterminate humanity.
  • Forced to Watch: Makes a point out of glancing at the Party while using Billy to choke Eleven to death, implying that this was its intent.
  • Glamour Failure: The Mind Flayer's outline shows up as a distortion on Bob's video camera.
  • Greater-Scope Villain: Of Season 1 — the Demogorgon was basically its attack dog, and hardly the only one of its kind.
  • Hair-Trigger Temper: It has pretty much zero tolerance for any sort of pain or setbacks, and seems to become increasingly tenacious the more its plans are spoiled, throwing violent and disproportionate tantrums whenever it's hindered in any way.
  • Hate Sink: Easily the cruelest, most despicable creature in the series.
  • Hell Is That Noise: Much like its servants, its main vocalizations consist of demonic screeches and wails.
  • He Who Must Not Be Seen: Only glimpses of the creature are ever seen in Season 2, with there being only one prolonged shot of it there. Season 3 doesn't take this route, and instead has it out in the spotlight.
  • Hoist by His Own Petard: Its corruption/possession of Will turns out to be a double-edged sword. The more it takes over, the more Will forgets, and the less it can use his memories to manipulate the others. By the last two episodes of the second season, the jig is up; it recognizes it has no hope of blending in again. The Mind Flayer gets around this by simply using Will as a tracking beacon for the Party. Fortunately, the humans manage to counteract this by bringing Will to places the Mind Flayer doesn't know the location of. Also in Season 3, Will's former connection to the Mind Flayer allows him to sense its presence and warn the Party.
  • Hostile Terraforming: This is something it (or its extensions, rather) is capable of and seems to be a goal; it wants to turn our Earth into a realm like the Upside-Down, which is friendlier to it as a lifeform.
  • Implacable Man: It is a persistent and ruthless being that will stop at nothing to see its goals through.
  • I'm Melting!: Inverted; more like "You're Melting." Season 3 has it showcase the ability to cause those who it has flayed to literally melt into gory masses of flesh, which it can then shape into crude monsters, as well as a tangible body for itself.
  • In-Series Nickname: The boys name it "The Mind Flayer" after one of the monsters that they use in their Dungeons & Dragons campaigns. Prior to that, they dub it "the shadow monster". The creature's real name (if it even has one) has not been revealed, so it's referred to as such for the sake of convenience.
  • Ironic Nickname: The nickname of Mind Flayer isn't particularily unfitting, since it does have a lot of traits in common with the Mind Flayers of Dungeons & Dragons, especially the Elder Brains that lead the species. What makes it ironic is that the Stranger Things Mind Flayer seems to be the top dog of the Upside Down, with absolute power over the Demogorgons. In D&D lore, the Demogorgon and Mind Flayers are not connected, and the Demogorgon is far more powerful than any elder brain.
  • It Can Think: Unlike the Demogorgons, which seem to be animals, the Mind Flayer is capable of reasoning and deception, and uses Will to lure the scientists that hurt it into its trap. It's also intelligent enough to operate and screech into Dustin's walkie-talkie as a warning while it corners his friends at Starcourt, and is capable of fluent speech through a host of its choosing.
  • It's Personal: It lures the soldiers that injured it into a trap, where it arranges to have them slaughtered by demodogs, as retribution for their earlier attacks. Also implied by the final shot of Season 2, which shows the banished Mind Flayer looming over the Snow Ball in the Upside Down, hunched far lower to the ground than normal and generating so much lightning that it's almost like a maelstrom. In Season 3, it even goes so far as to make killing Eleven a higher priority than the invasion of Earth, becoming hellbent on revenge.
  • Kaiju: It is enormous, towering over Upside-Down Hawkins. Its physical form is smaller, but easily fills a shopping mall.
  • Kingpin in His Gym: While the heroes work to investigate it in Season 3, it is hard at work building itself a body so it can personally relish in the destruction of Hawkins.
  • Knight of Cerebus: Its scenes are among the darkest, most macabre moments of the series. In fact, any scene involving it is pure terror and is remarkably the most dangerous creature to date.
  • Kryptonite Factor: Like the Demogorgon, only heat can hurt it. It doesn't appear to like water, either, although it will accept it if it's in the form of an ice bath.
  • Leitmotif: Season 3's trailer, as well as its monologue, associate it with Philip Glass' "Satyagraha: Act II (Tagore)".
  • Motive Rant: Its only lines of dialogue can be summed up as a manifesto for it - that it's gotten comfy after being invited into a new world, and doesn't intend to leave... but first, it has some children it needs to turn into sludge.
  • Multi-Armed and Dangerous: This Eldritch Abomination has at least four arms and can sprout smaller ones for searching small spaces.
  • Multiversal Conqueror: The plot of Season 2 is its attempts to conquer our reality. Even Eleven sealing the gate at Hawkins Lab for good doesn't stop it from trying to advance its goals.
  • Neck Lift: Uses Billy to perform this on Eleven by proxy.
  • Omnicidal Maniac: It makes it perfectly clear in its dialogue that it wants to annihilate everything and everyone. Unless you're useful to it, it will not hesitate to get rid of you.
  • Power of the Storm: Before the Mind Flayer showed up, the Upside-Down had pretty calm "weather". Now, the place is chock-a-block with red lightning.
  • Psychopathic Manchild: Type C. Although it's still a dangerous creature cunning enough to manipulate others into somewhat complex schemes, it isn't above throwing manic tantrums and causing mindless destruction when it doesn't get its way.
  • Puppeteer Parasite: It takes control of Will after entering his body as a host, leaving him Fighting from the Inside. It's apparently already done this to the entire Upside-Down, and now it wants to do this to our world, as well.
  • Rape Is a Special Kind of Evil: Played with. The words of the possessed Will and Billy in regards to the Mind Flayer have been noted to sound eerily similar to those of sexual assault victims, but it defiles its victims in all ways except in the sexual manner.
  • Red and Black and Evil All Over: Its body provides the black, while its stormclouds provide the red. Its physical body, on the other hand, settles for a palette of meaty burgundy.
  • Roaring Rampage of Revenge: In the third season. The moment its fleshy body is fully prepared, it spends the rest of Season 3 doing nothing but attempting to kill the Party. It even puts its goals of Hostile Terraforming on hold because it wants the Party dead that badly.
  • The Speechless: It's entirely unable to conduct human speech on its own. The only time it directly speaks to anyone is through people that it has direct control over.
  • Starfish Aliens: The Mind Flayer is an immense creature with a form and intelligence utterly alien to any of the people dealing with it. The best way in which Dustin can describe it is to compare it to the Mind Flayer of Dungeons and Dragons.
  • This Is My Human: It has nothing but animosity and hatred to all life of the parallel world to its own. These feelings do not carry towards Will or Billy, whom it simply wants control of.
  • Unstoppable Rage: The Mind Flayer has very little sense of subtlety as is, but when it gets angry, it gets really, really angry. All subtlety is thrown out the window as it goes on a violent rampage against those who have slighted it, shrieking and roaring insanely as it goes.
  • The Villain Knows Where You Live: The final shot of "The Gate" shows the Mind Flayer is watching the Hawkins Middle School in the Upside-Down, where the Party (including Eleven) is currently attending the Snow Ball, showing that it knows who thwarted its invasion and wants revenge.
  • Villainous Breakdown: Whenever put in significant danger, it becomes extremely frantic and temperamental.
    • Whenever the possessed Will is in peril, Will resorts to screaming the same phrase over and over again. The Mind Flayer's also been shown to have not much in the way of pain tolerance. When Eleven is banishing it, its movements become increasingly fast. After the Ball Scene, it can be seen looming over the kids' location while seemingly seething with some form of anger or hate.
    • A minor example, but in Season 3's finale, it seems so infuriated by Billy coming to resist its influence that it kills him with much more force than necessary, distracting it from Eleven long enough for Joyce to pull the keys and close the gate. When the gate is closing, it can do nothing but scream and thrash in one last hateful attempt to cause harm as it's foiled once more.
  • Villain Forgot to Level Grind: Averted. It shows much more proficiency with controlling its Flayed in Season 3 than it did with Will in Season 2.
  • Villain Song: The infamously creepy "Every Breath You Take" seems like an odd choice for a slow dance... until we see the Flayer looming over Hawkins Middle in the Upside Down as it plays. Season 3 also gives it a moment with "We'll Meet Again" as it sets its plans into motion.
  • The Virus: Probably the only analogue that can contextualize its "motivations" in a way humans can understand. While it's actually a form of psychic, shadowy, ...thing, Owens describes it like this, a creature that spreads parasitically and can theoretically be cured. This is shown by how it actually takes a while to completely possess Will, not unlike a disease slowly growing in strength. It has evidently corrupted entire species, like the Demogorgons, with its viral taint.
  • Voice of the Legion: Billy's voice gains a guttural and demonic undertone when the Mind Flayer speaks through him to Eleven.
  • Weaksauce Weakness:
    • After the rather rational aversion to fire, the Mind Flayer's second greatest weakness seems to be that it simply can't handle pain well, reacting to even small portions of its web being burnt with screeching and agony as well as being banished exorcism-style from Will simply by exploiting how heat hurts it. Considering it's otherwise an eldritch and conniving monster, being weak to possibly the most basic of animalistic sensations is quite notable.
    • Although Will refusing to get into the bath after his possession is framed as its aversion to heat, it appears to not like water, either. Bob immediately notes in a throwaway line that none of the tunnels in Will's map cross a single body of water in Hawkins.
  • Worthy Opponent: Sees Eleven as this, declaring that it wants to have a showdown with her.
  • Would Hurt a Child: It is more than willing to use a child for its macabre plans. In Season 3, it controls and later absorbs several children into its body, and it attempts to outright kill the younger members of the main cast multiple times, either through Billy or its physical body, all out of blind, unadulterated hatred.

    The Mind Flayer's Avatar 

The Mind Flayer's Avatar
"All this time, we've been building it! We've been building it... for you. All that work. All that pain. All of it, for you."
Billy: What do you want?!
"To build. I want to build."
Billy: I don't understand. Build what?
"What you see here."

A massive aggregate form the Mind Flayer created from the bodies of its Flayed to seek revenge on Eleven and destroy the world in person.

  • Big "SHUT UP!": Delivers a non-verbal one to Dustin in The Battle of Starcourt before destroying the Party's walkie-talkie.
  • Bloodier and Gorier: As a contrast to its true form being a mass of darkness in Season 2, the avatar is a beast made of the pulverized corpses of rats and humans in Season 3.
  • Body of Bodies: The Mind Flayer builds the avatar by melting down and assimilating the bodies of its Flayed. The construction takes place over all of Season 3, mostly using rats, but in preparation for the final battle it recalls all its Flayed and absorbs them.
  • Combat Tentacles: It's packed with at least seven of these, ideally for Flaying and impaling those who would oppose it. Though given their behavior and seeming response to sensory stimuli, they may actually be akin to heads.
  • The Comically Serious: It's mostly played straight as a terrifying threat with zero comical traits, but gets a moment of this when it mistakes a mannequin for one of the kids, grabs and roars at it, before realizing the mistake and chucking it away in obvious frustration.
  • Evil Is Visceral: A giant monstrosity made of the melted and reformed corpses of rats and humans.
  • Faster Than They Look: Fast enough to keep up with a vehicle going full throttle, despite its size.
  • Feed It a Bomb: The downside of giving itself a mouth is that people can now lob projectiles in it.
  • Flesh Golem: The Mind Flayer's earthly form is made up of the combined biomass of the Flayed.
  • Fighting a Shadow: Type Four, taken almost literally. Destroying the avatar by disconnecting it from the brain is simply an inconvenience, as the Mind Flayer's real shape of a living shadow is tethered in another dimension.
  • Giant Spider: It moves around using six massive legs that mimic the arms of the Mind Flayer, giving it a surprising amount of agility and speed.
  • Healing Factor: It regenerates the tendrils that were cut off during its first encounter with the Party. It only has a finite amount of flesh from the Flayed it absorbed, however, which means it may have melted a few more life-forms off-screen...
  • Hell Is That Noise: As the physical vessel of an Eldritch Abomination, this is to be expected.
  • I'm Melting!: It showcases the ability to cause those who it has flayed to literally melt into gory masses of flesh, which it can then shape into crude monsters, as well as a tangible body for itself.
  • Implacable Man: Its physical form is never truly wounded during its battle with the Party - only slowed down. Even mentally ripping its face in half and multiple firework bombs fail to kill it.
  • Living Weapon: Explicitly called a weapon, with Steve even commenting on how it's formed from flesh and bone rather than nuts and bolts.
  • Mini Mook: Uses one of its tentacles to bite Eleven and plant a parasite in an attempt to kill her with internal injuries.
  • More Teeth than the Osmond Family: It has a giant mouth in the center of its face with multiple rows of teeth, as well as a tongue that doubles as another flaying tendril for good measure.
  • Multi-Armed and Dangerous: It has at least four arms and can sprout smaller ones for searching small spaces.
  • No Ontological Inertia: When the gate to the Upside Down is closed the avatar's link to the Mind Flayer is cut off, killing it. Justified, as the avatar is not anything close to a functional biological entity without the Mind Flayer to control it cell-by-cell.
  • Roaring Rampage of Revenge: The moment it is fully prepared, it spends the rest of Season 3 doing nothing but attempting to kill the Party.
  • Robot Me: Although it's made of meat instead of metal, it functions as this to the Mind Flayer, being an artificial duplicate of the creature.
  • Villainous Breakdown: A minor example, but in Season 3's finale, it seems so infuriated by Billy coming to resist its influence that it kills him with much more force than necessary, distracting it from Eleven long enough for Joyce to pull the keys and close the Gate. When the Gate is closing, it can do nothing but scream and thrash in one last hateful attempt to cause harm as it's foiled once more.
  • Villain Override: The Mind Flayer puppeteers the avatar directly, with the avatar effectively acting as a physical body for the fiend.
  • Would Hurt a Child: This is the very reason it exists - so the Mind Flayer can personally take revenge on the Party without using proxy forces such as the Demodogs. Also, at least one of its Flayed is a young teenager or preteen.
  • Xenomorph Xerox: Mostly because of its elongated head, huge drooling mouth full of teeth and a tentacle coming out of its mouth that reminds of the Xenomorph's mouthed tongue. The comparison is reinforced in one scene where Nancy finds herself with one of its tentacles mere inches from her face, similar to Ripley's confrontation with a Xenomorph in the infirmary in Alien³.




Carnivorous beasts that are indigenous to the Upside Down.

  • Animalistic Abomination: The Juvenile and Adolescent phases of Demogorgon development resemble that of a tadpole and canid in body structure.
  • Back for the Finale: Largely absent over Season 3, until the epilogue reveals that the Soviets have captured one and feed prisoners to it.
  • Big Bad Ensemble: With Dr. Brenner in Season 1. Brenner is the one responsible for unleashing the Demogorgon and spends the entire season trying to cover it up while hunting Eleven, while the Demogorgon kidnaps Will Byers and terrorizes the town on its own accord.
  • The Blank: Its "face" is actually the monster's mouth, which unfolds like a blossoming flower when it's feeding. It does indeed seem to be blind as a result, it passes right by Nancy when she's quiet and standing still despite seemingly walking right past her.
  • Conditional Powers: Only the Hawkins Demogorgon has shown psychic powers (crossing dimensions, telekinesis etc.). Presumably with the Demogogs they're too young to use such powers, but the Soviet Demogorgon presumably does not have its powers if it can be caged and subdued.
  • Dark World: They live in the Upside Down, a sunless and toxic version of Earth.
  • Flower Mouth: A Demogorgon's entire head can split open into five petal-like mandibles.
  • Humanoid Abomination: An extradimensional predator which lives in a Dark World and can teleport between there and here anytime it likes, but when it does manifest, it's a faceless, roughly humanoid monstrosity.
  • Kryptonite Factor: Of all the things the muggles in the story throw at one, only fire seems to do any significant damage, being the only thing that has caused one to retreat back to the Upside Down to lick its wounds. And it even regenerates from that surprisingly fast. Their Life-or-Limb Decision implies that while they can bounce back, prolonged exposure to fire could kill them.
  • Lamprey Mouth: Have this inside in the centre of their petal-like mouth flaps.
  • Lean and Mean: Tall, scrawny, and absolutely vicious.
  • Metamorphosis Monster: The Demogorgons start out as little tadpole like creatures, before growing legs and starting to look sort of salamander-ish, and then develop their signature horrifying Flower Mouth as they grow to sort of resemble a creepy hairless dog. As adults they're tall Monstrous Humanoids.
  • Monstrous Humanoid: Too tall and gauntly-muscled to be human, with disturbingly long arms and hands, a mouth like a five-petalled carnivorous flower, and a tendency to stalk and kill any human that cross their path regardless of whether or not they're hungry or have been attacked (at least, judging by how it chased after the kids in the finale despite them neither being wounded nor having previously attacked it).
  • More Predators Than Prey: The only ambulatory lifeform seen in The Upside Down, forcing them to invade Earth to hunt. They only started doing so recently when Eleven accidentally attracted it to Hawkins, before which they subsided on the eggs that dot the landscape. Beyond that there's no sign of prey in their presumably native dimension, not even what laid the eggs. Season 2 reveals that there are in fact other entities in the Upside Down, notably the far more powerful Mind Flayer, who may have been controlling the Demogorgon's actions right from the start.
  • More Teeth than the Osmond Family: Its face is basically nothing but teeth.
  • Names to Run Away from Really Fast: The boys name the monster "Demogorgon" after one of D&D's most powerful adversaries. A powerful demon prince known as the Prince of Demons, Demogorgon was also named as one of the greatest villains in D&D history. Notably, Will refers to it as Demogorgon on his own, without the rest of the group describing it as such.
  • Nonhumans Lack Attributes: Entirely naked and completely hairless and yet they don't appear to have anything resembling sensory organs, visible genitalia, or even an excretory system in the places you'd expect to find them. The way one uses Will as an apparent incubator for a slug-like creature that might be its larva implies that they can reproduce, though.
  • Non-Malicious Monster: Vicious as they are, Demogorgons are really just hungry animals that happen to work outside our human understanding of physics and biology. They show no sadism or genuine evil unlike the Mind Flayer.
    • Nancy and Jonathan essentially treat the first one as a dangerous predator that needs to be put down for the good of everyone else not a sadistic monster who enjoys killing for fun. They are also implied to be controlled against their will by the genuinely evil Mind Flayer. The Soviet Demogorgon, however, does not get the same excuse, and willingly feeds upon a prisoner while serving as a sort of pet to the Soviet prison wardens.
  • Slave Mooks: The true nature of this species, revealed in Season 2.
  • Starfish Aliens: Interdimensional creatures with eyeless faces and five-lipped mouths, that sure as hell doesn't look or act like anything from our world.
  • To Serve Man: They'll eat animals and the eggs around the Upside-Down, but seem disproportionately focused on humans, either for food or what seems like reproductive purposes.

    The Hawkins Demogorgon 

The Monster, a.k.a. "The Demogorgon"

Played By: Mark Streger

A nigh-indestructible, superficially humanoid carnivore in a relentless pursuit of any and all victims in sight.

  • Big Bad Ensemble: With Dr. Brenner in Season 1. It is the one who kidnaps Will and stalks everyone in the town, after all. It completely takes over the role of Big Bad in the finale when it kills Brenner and becomes the Final Boss.
  • Bizarre Alien Senses: It can somehow sense blood from across dimensions.
  • Conditional Powers: Is extremely attracted to the scent of blood and only attacks actively bleeding victims outside its dimension; in some cases he will transcend the barrier if he gets even the tiniest whiff of blood. One of the reasons it doesn't immediately kill Will is because he's not bleeding.
  • The Dragon: To the Mind Flayer, as revealed in Season 2. The Mind Flayer sent it to our dimension as a scout and a method of breeding an army for its takeover.
  • Expy: According with Word of God, he was based on the Shark from Jaws.
  • Extra-Dimensional Shortcut: Returning to the Upside Down doesn't reduce the travel time, but it does allow it to bypass anything that could detect or impede it.
  • Face Full of Alien Wing-Wong: Although it's seen eating its prey, sometimes it cocoons them into a wall. The exact purpose of this is unclear, but seems like a means of reproduction reminiscent of those cocoon-loving rascals from Alien, as both Will and Barb have slug-like creatures emerge from their mouths afterwards. Confirmed in season two when we see the slug that Will coughed up eventually metamorphize into a juvenile Demogorgon.
  • Feel No Pain: Getting pumped full of bullets doesn't even slow it down, and Steve whaling on it with a bat seems to annoy it more than anything else. Getting caught in a bear trap and set on fire, and later, Eleven pinning and disintegrating it, seem to be the only things that cause it to vocalize pain.
  • Final Boss: Of the first season. Dr. Brenner and the Demogorgon are in a Big Bad Ensemble for most of the season but it takes his spot as the final antagonist in the last episode, complete with seemingly mauling him to death right before launching itself after Mike, Eleven, and the other kids.
  • He Who Must Not Be Seen:
    • Aside from a few blink-and-you'll-miss-it moments, it's rare to see the monster in full prior to the final episode, when it finally appears in force, and even then the flickering lights and jumpy camera angles ensure that you'll never really get a good look at it. All of this works to increase the thing's creepy factor.
    • Not so much with the Demogorgon that appears at the end of Season 3, which appears in a brightly-lit room.
  • Implacable Man: This thing takes hails of bullets, a beating with a spiked baseball bat, is caught in a bear trap, and set on fire. But it still keeps coming. Interestingly, all of these attacks did draw blood and/or damage skin, but still weren't able to seriously maim it (and the bullets in particular barely slowed it down). This seems to imply that it has an insanely durable endoskeletal structure.
  • Immune to Bullets: Nancy puts all six rounds from Lonnie's stolen .38 revolver into him at pretty much point blank range and it doesn't seem to be hurt at all. Later on, the Hawkins lab soldiers, who don't know this, try to shoot it with fully-automatic weapons, but they have little more effect than the revolver.
    • That said the Demogorgon was only shot with pistol rounds either from a revolver or a sub machine gun. We don't know how it would fare against a rifle or shotgun round.
  • In-Series Nickname: The boys name it "The Demogorgon" after one of the monsters that they use in their Dungeons & Dragons campaigns. Presumably being kids they didn't realize that Demogorgon is supposed to be the name of a specific being. Suitably in the game Demogorgon infamously has a ridiculously unfair set of powers just as the monster in the show does. The teens and adults briefly refer to it as "the faceless".
  • It Can Think: To a degree. It figures out how to open the lock on the Byers house, jumps Nancy and Jonathan from behind the second they stop fighting back-to-back, and quickly identifies Eleven as its most dangerous opponent during the Final Battle. Beyond that, though, it's usually not much more intelligent than an animal.
  • Life-or-Limb Decision: The Season 1 Demogorgon chops off its own foot after being caught in a bear trap and set on fire in Episode 8 in order to escape back into the Upside Down and avoid burning to death.
  • Lightning Bruiser: Incredibly fast, monstrously strong, and able to shrug off a hail of gunfire. Getting trapped in a bear trap, set on fire and pummeled with a nail bat barely slows it down. It takes Eleven pinning it to a wall and using her powers to tear it apart on a molecular level to finally kill it.
  • Made of Iron: It is harmed by bullets and fire, but it doesn't let the damage slow it down.
  • Mind over Matter: Only blatantly shown when it unlocks a door from the other side. This may also contribute to how it can drag a deer with incredible speed, despite not being seen in the immediate area, and its incredible strength despite its lack of musculature. It may also contribute to its dimension-hopping abilities.
  • Not So Invincible After All: It's no match for Eleven, who restrains and vaporizes it. Implying she atomically disrupted it along with herself, either destroying it, or jamming them in-between the two dimensions.
  • Super-Persistent Predator: Zig-Zagged. After being burned by Jonathan, Nancy, and Steve it promptly escapes to recover and hunt different prey. However, it does seem to hunt Eleven in specific in the finale, whereas it was previously happy to eat its prey until bothered. Surrounded by a veritable feast of G-men, the monster follows El and the boys instead of feeding. This could be because it was her psychic abilites that drew it into the earth dimension to begin with, or that the Mind Flayer was directing it.
  • Super Toughness: Worked over with a spiked baseball bat? Pumped full of ridiculous amounts of lead. How ridiculous? It shrugs off being shot at point-blank range by Nancy multiple times. A whole platoon of highly-trained government agents armed with SMGs don't have much luck either. This thing shrugs it all off without any apparent injury.
  • Suspiciously Stealthy Predator: Because it enters the real world only briefly to seize food, no one ever manages to catch clear evidence of its existence (except for one blurry photo by Jonathan).
  • Thinking Up Portals: It creates portals between the normal world and Upside Down, apparently whenever and wherever it wants. It does have a penchant for drywall.
  • Those Were Only Their Scouts: As much of a threat as the Demogorgon is, it's nothing more than a scout and breeder for the Mind Flayer, who has hundreds of baby Demogorgons at his disposal.
  • Would Hit a Girl: Killed Barb, a 16 year old girl.
  • Would Hurt a Child: Kidnapped Will and killed Barb, who were 12 and 16 respectively.


D'Artagnan / Dart

A small creature from the Upside Down who is adopted by Dustin, who initially confuses it for an exotic tadpole.

  • Alas, Poor Villain: Its death is portrayed in a solemn light — in spite of it eating Dustin's cat, the creature was a loyal pet.
  • Androcles' Lion: It allows Dustin to pass when he feeds it Three Musketeers Candy bar due to Dustin taking care of it.
  • Body Horror: It got into our dimension by gestating inside Will's body as a parasite.
  • Grew Beyond Their Programming: Or rather, his hive mind. While Dart still became dangerous after maturing into a Demodog, he seems to remember the kindness that Dustin showed him when he was in the boy's care and behaves like a slightly tamed wild animal when Dustin gives him another Three Musketeers bar. Being enslaved to the Mind Flayer or not, Dart (and presumably the rest of his species) do have some sense of self outside of the Mind Flayer's control, which proved useful when it remembered Dustin enough to not immediately attack him.
  • Irony: Dustin names him D'Artagnan, after the label of his Three Musketeers candy bar. However D'Artagnan himself was not one of the titular trio, either in the book, or on the wrapper.note 
  • Last Episode, New Character: It first appears at the very end of Season 1, being coughed up by Will.
  • Line-of-Sight Name: Dustin names it after the first thing he feeds it, a Three Musketeers bar.
  • Metamorphosis Monster: He starts out as a leech or flatworm-like creature which becomes something similar to an eyeless landbound tadpole with arms, eventually he grows larger and sprouts legs before growing into a cat-like predator with a Nested Mouth and then becomes bigger and dog-like who will turn into a full fledged Demogorgon.
  • No Ontological Inertia: Dies alongside all the other Demodogs after the gate to the Upside-Down is closed.
  • Pet Monstrosity: He turns into a juvenile Demogorgon after a few days in Dustin's care.
  • Starfish Aliens: It is from the Upside Down after all. It has no eyes, grows very rapidly in size and strength, and is averse to heat.
  • Used to Be a Sweet Kid: After a few episodes of being a cute little creature, it grows up fast and turns out to be a juvenile Demogorgon.

    The Demodogs 

The Demodogs

The adolescent forms of the Demogorgon's species.

  • All Animals Are Dogs: They howl like dogs at night.
  • Attack Its Weak Point: Hopper and the Hawkins Energy Lab staff don't have much luck with body shots, but when Hopper is defending Eleven from them at the Gate, he's forced to shoot the first one in the face, which takes it out quickly, and he switches to headshots after that.
  • Conservation of Ninjutsu: In the second season, the Demodogs are less formidable than the Demogorgon from the first season. A single adult demogorgon was a massive threat, but it takes an army of the adolescents to pose even close to the threat the original posed. Justified, since they are juveniles who, presumably, lack the tough hide and massive strength of a fully-grown Demogorgon. They also do collectively end up killing far more people than the one adult did, even if each juvenile goes down easier if isolated. They rarely are isolated, though.
  • Contrasting Sequel Antagonist: While not the main antagonists of Season 2, they do create a nice contrast to the Adult Demogorgon. While the adult was a Nigh-Invulnerable Lightning Bruiser capable of taking on entire squads of armed men without a scratch and required nothing short of complete telekinetic disintegration to kill; the Demodogs are much weaker and squishier, requiring only a few well-aimed bullets to put down. They make up the discrepancy with numbers.
  • Degraded Boss: The Adolescent Demogorgons aren't nearly as tough as the Adults are, since they can be killed with normal bullets. However, there are inbuilt justifications for this; they really aren't as fully-developed, and they've not exactly been growing up solidly on home turf and have been subjected to way more sunlight and water than would theoretically be good for them, as a result. Even so, they're still tough enough to shrug off body shots.
  • Early-Bird Cameo: Towards the end of Season 1, Eleven saw one of their slug-like larval forms crawling out of Barb's corpse.
  • Flower Mouth: The Demodogs have mouths that split open into multiple petal-like mandibles.
  • Fragile Speedster: Not nearly as tough as the adult, but just as fast.
  • Lamprey Mouth: Just like the adult, they've got tons of teeth in the center of their mouth flaps that attach to a victim.
  • Metamorphosis Monster: As they feed, they grow from a slug-like larval form to a frog-like instar stage where they grow legs. From this they mature to a cat-like instar form where they develop their Lamprey Mouth, growing into a larger dog-like form before metamorphosing into their humanoid mature form.
  • More Teeth than the Osmond Family: Has a ton of alien teeth, just like the adult.
  • Primal Stance: Unlike the adult Demogorgon from season one, they do not seem to be capable of walking on two legs.
  • Starfish Aliens: Just as bizarre as any fully grown Demogorgon.
  • Would Hit a Girl: Has killed several Hawkins Lab scientists, including a few women.
  • Zerg Rush: Their preferred tactic is to run and attack in groups. It's effective.

    The Soviet Demogorgon 

The Soviet Demogorgon

A demogorgon that the Soviets were able to capture. They feed it prisoners.

  • Cruel and Unusual Death: Soviet prisoners are fed to it. It's not even clear how severe their crimes have to be for such a punishment to be carried out.
  • Dragon Their Feet: The one in the Soviet Union only shows up several months after the Mind Flayer's Avatar has been killed, though the Mind Flayer itself is presumably still alive in the Upside Down.
  • Evil Is Visceral: In contrast to the Hawkins demogorgon, this one has an even more emaciated build, to the point where its skin is near transparent.
  • Fed to the Beast: One Russian prisoner faces this fate and it's implied he wasn't the first.


    The Flayed 

The Flayed
"You shouldn't have looked for me. Because now I see you. Now we can all see you."

Billy: "She could have killed me."
Heather: "Yes, but not us."

People and animals infected by the Mind Flayer. Largely left to operate on their own, the Mind Flayer can "activate" them to serve its ends.

  • Body Horror: The Mind Flayer can use its control over the Flayed to melt them into a sludge of raw materials that it can shape into monstrous forms.
  • Extreme Omnivore: The Flayed have a craving for random things like fertilizer and cleaning fluids, ammonia appearing to be the common factor. It might be to preemptively destroy their organs to give the Mind Flayer more malleable materials to work with.
  • Face Full of Alien Wing-Wong: How they became Flayed. The proto-body of the Mind Flayer's Avatar shoved something down their throat to infect them and turn them into its slaves.
  • Hive Mind: Flayed in close proximity seem to have a connection to each other, this backfires on them as physical damage done to one affects others nearby.
  • Made of Iron: Flayed are stronger and more durable than normal humans, Flayed! Billy survives and is able to run away after Eleven telekineticaly blasts him through a brick wall. They can also eat caustic chemicals with seemingly no adverse effects. Justified as Lucas points out just because they appear human they may no longer be human on the inside, so normal physiology may no longer apply to them.
  • Our Zombies Are Different: They're not shambling corpses, they don't eat people and their bite isn't contagious. Nevertheless, they're for all intents and purposes undead.
  • Swarm of Rats: The Mind Flayer isn't just limited to controlling people, as it shows by hijacking the rats of Hawkins.
  • Tainted Veins: They display this at times of stress or when the Mind Flayer is taking more direct control.
  • They Look Just Like Everyone Else!: Outside of their eating habits, the Flayed show no signs of being under the control of an Eldritch Abomination. Billy, Tom, and Heather all behave inconspicuously under its influence.
  • Villain Override: When the Mind Flayer decides that simply influencing its puppets isn't enough, it can take direct control over them.

    The Hospital Monster 

The Hospital Monster

A creature made from the remains of two humans after they were Flayed.

  • Blob Monster: As a mass of liquid meat held together only by the will of the Mind Flayer, it can discorporate back into a blob to ooze under doors and through vents.
  • Body of Bodies: The result of two Flayed (Bruce and Tom, to be precise) forming a creature independent of the Mind Flayer.
  • Evil Is Visceral: It can be described as an arthropod with (and of) skin.
  • Failure Gambit: As implied by Flayed!Billy, the Hospital Monster's other purpose is to test whether or not the Mind Flayer's main avatar (composed of many more bodies) is ready to take on El and the party, meaning it knew full well the Hospital Monster stood little chance against her.
  • Giant Enemy Crab: It appears to be vaguely crustacean in shape.
  • More Teeth than the Osmond Family: Par for the course with any monster from the Upside-Down.
  • Spikes of Villainy: The surface of its body is occasionally lined with curved spikes.
  • Was Once a Man: Made from Bruce and Tom.


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