Stranger things 2 monster

Table of Contents

  • The creators of Stranger Things, Matt and Ross Duffer, have long said that they wanted to create their own pop-culture monsters.
  • The Mind Flayer, aka the Shadow Monster, is the Big Bad Wolf of Stranger Things 2, and it can psychically control people and other monsters.
  • The Demogorgon, also terrifying, was more like a wild animal accidentally let loose in Hawkins.
  • The Mind Flayer returns for Stranger Things 3, but it might not be alone.

So, a funny thing happens when Stranger Things comes on. The kids are roaming around, investigating ominous menaces. That’s fine. Something creepy happens. It’s still good. Then they get into the Upside Down, and everything goes dark and looks like the inside of my eyelids afterward. If you’re a scaredy-cat like me, you might not get a good-enough look at those monsters to tell them apart. But, while they’re all creepy, there are some distinct differences. (Note: Spoilers ahead for the first two seasons of Stranger Things, if you haven’t seen them already.)

The Mind Flayer, aka the Shadow Monster, is part of a hive mind.

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Lots of things about the Mind Flayer remain a mystery, and that’s by design. “There’s an H.P. Lovecraft sort of approach, this inter-dimensional being that is sort of beyond human comprehension,” series co-creator Matt Duffer told Entertainment Weekly. “We purposely don’t want to go too much into what it is or what it wants.”

That being said, at the end of Stranger Things 2, there are a few things we know about it. It has a spider-like appearance. Its name comes from Dungeons and Dragons. It doesn’t like heat or light. Oh, and it can take possession of and control other people, even if they’re not in the Upside Down. That’s what happened to poor Will Byers throughout most of the season. And the “hive mind” extends to other creatures, too, like the “demodogs” it psychically controlled and used to attack our heroes throughout the season. (More on those in a minute.) So it’s got a consciousness, intelligence, and also a huge mean streak.

The Mind Flayer is still alive at the end of Stranger Things 2.

Yes, Stranger Things 2 ended with our friends briefly victorious. They severed the connection between the Mind Flayer and our world, and shut the gate to the Upside-Down behind it. But it’s definitely still out there at the start of Stranger Things 3, and still interested in what’s going on in Hawkins. “They shut the door on this thing but it’s still out there and it wasn’t aware of Eleven and now it very much is,” co-creator Ross Duffer tells Entertainment Weekly. Remember how the Mind Flayer loomed over the Upside Down version of the school during the Snow Ball in the final episode of the season?

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ScreenRant reports that producer Shawn Levy confirmed the Mind Flayer isn’t done with Hawkins. “We ended season two with a clear signal that the Shadow Monster was not eliminated, and maybe he’s even identified his foe,” Levy says in the companion book Worlds Turned Upside Down. “And that darkness, and the battle that it will require, grows in season three.”

The Demogorgon was more like an animal.

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If the Mind Flayer is Cthulhu, the Demogorgon — the big bad monster from the first season of Stranger Things — is more like a famous movie shark. “Our big reference for season 1 was mostly Jaws,” Matt Duffer tells Entertainment Weekly. That means it was more like a wild animal: less thinking, more acting on instinct. “When the monster enters our dimension, it’s like a shark breaching the water. Very much like a shark, it drags its prey back into its home, where it feeds.” Just like Jaws, the original Demogorgon does have weaknesses, and eventually gets killed by our heroes.

The Demogorgon also doesn’t have a sleek, shark-like appearance — or an arachnid one like the Mind Flayer. Instead, it has that bulbous head that opens up like a flower to reveal a truly disgusting circle of teeth. And in Stranger Things 2, we see its life cycle: It starts off as a pollywog — like the one Dustin keeps as a pet, which he nicknamed Dart (short for D’Artagnan) — then becomes a “demodog,” or a juvenile monster, before taking its mature, adult form. From seeing how it grows and turns into a creature, and how the Mind Flayer can control it, we can see that it’s deadly, yes, but not as cunning.

Stranger Things 3 has a lot of monster-fighting going on.

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We knew even before the season began that the Mind Flayer would return. But Levy notes the Mind Flayer isn’t going to be the only foe to be faced. “We’re dealing with forces of evil that are new,” he says in ScreenRant. Whether that means more monsters are on the way, or if he’s just talking about the shady-looking mayor of Hawkins — well, we won’t spoil it here. You’ll have to just watch the season.

Marisa LaScala Parenting & Relationships Editor Marisa LaScala covers all things parenting, from the postpartum period through empty nests, for; she previously wrote about motherhood for Parents and Working Mother.

What’s The Monster In ‘Stranger Things’ Season 2? The Demogorgon Has Nothing On This Ominous Creature

Netflix’s most nostalgic monster show brings on a new enemy this season, one that makes the Demogorgon of simpler times look like a golden retriever. Spoilers for Stranger Things 2 are coming up. The Stranger Things Season 2 monster is way worse than what the Hawkins residents fought last year. The Demogorgon — which the boys named after a monster on Dungeons & Dragons — was a daunting foe last season, to be sure, but doesn’t really have anything on the new perils the show introduces. There aren’t only bigger enemies this season, there’s also more of them.

The identity of the ultimate bad guy is a little more complicated than last season, and fans still don’t really have all the information by the end of Season 2. There are many dangers for our heroes to outrun this season, but first we’ve got the main event: the huge, hulking, shadowy monster that Will sees when he has his “episodes,” or what seem like flashbacks of his time in the Upside Down. The creatue is straight-up horror movie material. Its size is overwhelming in a way that the Demogorgon’s never was. It hovers above the heads of Upside Down Hawkins and is the most ominous thing I’ve ever seen. It seems to be made purely of shadows, and is meant to be a little more intelligent than the Demogorgon, according to Stranger Things creators.


“Our big reference for Season 1 was mostly Jaws,” Matt Duffer told Entertainment Weekly. “It’s a shark, and the other dimension is the underwater. So there has to be something more sentient and that’s that big thing in the sky.” Duffer also told EW that the creators made a conscious decision to keep much of this new monster a mystery. “There’s an H.P. Lovecraft sort of approach, this inter-dimensional being that is sort of beyond human comprehension,” Duffer said. “We purposely don’t want to go too much into what it is or what it wants.”

The shadow monster gives off almost a War of the Worlds vibe, sulking in the distance, building anticipation and horror of all the things that could come next. But it’s not just the monster that’s scary… it’s the monster’s connection to Will.


Will cannot catch a break. Audiences knew the Upside Down wasn’t quite done with him when he spit up that weird slug thing at the end of last season, but I was still holding out hope that maybe the other kids would shoulder most of the heat this time around. Unfortunately, whatever the shadow monster is seems to have a grip on Will. He can feel it inside him — almost like a virus, as described by Dr. Owens, secret government pediatrician extraordinaire, played by the wonderful Paul Reiser. Not only does this virus connect the shadow monster to Will, it also connects him to the weird, homicidal living vines seemingly taking over a series of tunnels below Hawkins — when the vines were hit by fire, Will felt like he was burning, too.


The entity seems to live in many different places, most troubling of which, inside Will himself. It’s expelled, we hope, from his body once the gang has the idea of making him an inhospitable host for the virus, but — big spoiler coming — the shadow monster was still looming over Hawkins Middle in the Upside Down in the very last frame of the season. It’s not done with them yet.

So this is all worrisome enough, right? Well, it’s not even the only thing the kids are dealing with. Creatively named “demodogs” — part Demogorgon, part dog — are also plaguing Hawkins. One of them was even raised by Dustin himself, starting off as a friendly little frog-like creature he found in the trash can, and then slowly getting bigger and more ferocious until he ate Dustin’s cat. The vines, the demodogs, the shadow monster — it’s a lot more to deal with than a single measly Demogorgon. It’s part of the reason why this season feels so much more action-packed than the already thrilling first season. No matter what corner is turned next, there’s never any way to tell what could be there.

Warning: this post contains spoilers about Stranger Things Season 2.

Last year, Stranger Things redefined our collective nightmares when it introduced us to the Demogorgon, the terrifying monster that killed Barb and dragged Will into the Upside Down.

If you thought the Duffer Brothers had peaked at Demogorgon though, you are sorely mistaken. This year’s main villain, the Shadow Monster, is next-level in every way. Here’s what you need to know about it.

What is it?

First of all, it’s huge—like squash most of Hawkins under it’s gigantic, tentacle-like legs huge. Will starts seeing it in his flashes to the Upside Down and it appears as a giant, black creature with four huge legs that split off into even more smaller (but still huge) legs. It’s like the alien from Alien and Aragog from Harry Potter had a baby and then that baby was experimented on and exposed to more gamma radiation than the Hulk. Also, it goes by the name Mind Flayer, which is an antagonist in Dungeons and Dragons.

TL;DR: It’s a huge, scary spider-like monster that looks like it eats souls the way Gaston eats eggs.

What does it want?

To kill. We know this because Will tells us after the Shadow Monster possesses him.

Wait, it can POSSESS people?

Yeah, it can. After Bob gives Will some very well-intentioned advice about facing his fears, he tries to stand down the Shadow Monster during one of his flashes to the Upside Down. Instead of conquering his fears, Will merges with the monster and becomes its eyes, ears, and occasional mouthpiece in the human world.

What about the mini-Demogorgons?

The demodogs (essentially miniature Demogorgons that run around like dogs/the velociraptors from Jurassic Park), are basically the Shadow Monster’s minions. Basically, the Shadow Monster powerful enough to take last year’s single, main villain and copy it dozens of times into an army.

What makes the Shadow Monster so much worse than the Demogorgon?

Aside from having an army of minions, the ability to possess people, and being absolutely gargantuan? The Shadow Monster has a series of tunnels under Hawkins that are filled with living vines that can and will capture and consume humans if given the chance. The Demogorgon could cross over to the real world from the Upside Down, the Shadow Monster is literally able to put down roots in the real world from the Upside Down, suggesting a lot more power and control over inter-dimensional space than even the Demogorgon possessed. And as we saw in the very last scene of Season 2, it’s not exactly dead.

Kayleigh Roberts Contributor Kayleigh Roberts is the weekend editor at Marie Claire, covering celebrity and entertainment news, from actual royals like Kate Middleton and Meghan Markle to Hollywood royalty, like Katie Holmes and Chrissy Teigen.

“Mind flayers might comprise the single most dangerous threat to the dominion of humanoids in the daylight lands of the surface world.” — Lords of Madness, page 4

The illithid, commonly known as the mind flayer, is an aberrant humanoid best recognized by its tentacled mouth, which it uses to suck out and consume humanoid brains. It is highly intelligent, and feared for its powerful psionic ability.


A mind flayer stands around the same height as a human, typically between 5’4″ and 6’2″, having humanoid shape and narrow build. Its head resembles an octopus, with four writhing tentacles where its mouth is. Its skin color ranges from mauve to a greenish lavender, soft and damp like an amphibious creature, and constantly covered by a layer of glistening slime.

A mind flayer’s hands have three narrow reddened fingers and a thumb, while its feet have two webbed toes. Its fingers and toes are capped with sharp nails, although despite appearances these are made from soft cartilage and do not serve well as weapons. Its eyes are pure white.

The mind flayer’s most deadly physical feature is its tentacled mouth. A mind flayer’s four prehensile tentacles can be extended from around 2 feet to to around 4 feet in length, and the mind flayer can manipulate them with great precision. Its small, circular mouth is lined with rows of teeth. It constantly drips an oily slime. Despite lacking a jaw, the mind flayer is capable of speech.

Mind flayers are typically dressed in the dark and menacing fashions of the Underdark. Black robes are common, with tall neck frills, and sometimes adorned with skulls, armored plates, or cloaks sewn no doubt from the hide of some subterranean creature.

They often carry protective magic items, and may wear pieces of armor. Some will wear a unique illithid dampsuit, a moist leather bodysuit intended to protect the mind flayer from deadly heat and dry conditions.


Mind flayers are infamously cruel, insidious, and evil. They have no understanding of the feelings humans call “happiness” or “love”, possessed internally of only mankind’s negative emotions; particularly contempt, fear, envy and hatred. Frustration is a common illithid emotion.

Despite this, they retain a facade of quiet calmness, and rarely show their true feelings. Their primary motivations include pride, curiosity, and satisfaction. They utterly lack an understanding of human notions such as friendship, honor, loyalty, self-sacrifice, or altruism.

Illithids are highly intelligent, and infamously sadistic. While mind flayers will collaborate with each other when necessary, an individual is entirely self-serving and will happily abandon its allies to save its own life.

Abilities and traitsEdit


A mind flayer is vulnerable to certain unique mental and physical illnesses. Exhausting one’s mental reserves of psionic energy on a regular basis can cause a brain damage known as psionic cascade, which can trigger psionic powers randomly and eventually cause death. Illithid can also suffer from psychic flareback, a rare backfire which can destroy their ability to use psionic power entirely.

They can contract a common illness called “the ashen”, a flu-like disease which causes beige, dry skin and impaired mental functioning. A more serious condition is that of a partial personality, where a remnant of the host body’s mind survives the transformation process.



A mind flayer’s internal anatomy is functionally very similar to a human, though the organs differ somewhat in appearance. Its nervous system is extremely well-developed, with all of its organs connected directly to the brain.

The mind flayer is warm-blooded.


Mind flayers typically inhabit hidden and underground places, including the Underdark. They detest sunlight, and to be bathed in sunlight is as horrific a concept to the illithid as a human being bathed in blood.

Life cycleEdit

Mind flayers begin their lives as tiny parasitic tadpoles which hatch from eggs in spawning pools. Adult mind flayers are hermaphroditic, and perhaps two or three times in their lifetime they will lay a batch of around one thousand eggs in the pool.

These eggs hatch after around a month and take ten years to reach maturity, by which stage they reach three inches in length. During this time, they are routinely fed a slurry of brain matter and organs.

Over 99% of tadpoles do not reach maturity, instead consumed as psychic fodder by the elder brain, who inhabits the pool. The surviving parastic tadpoles are inserted into the body of a humanoid captured for this purpose, which burrows its way into the individual’s brain, growing over the course of one week until it completely replaces the victim’s brain.

This transformation process is known as ceremorphosis. Humans are typical victims, but humanoids of similar size are also used, such as elves (including drow), gith, orcs and goblinoids. The resulting mind flayers spend the next twenty years in a period of growth and education before they are permitted to leave the city.

Mind flayers live up to 135 years.

When a mind flayer dies, their brain is ceremonially removed and cast into the spawning pool, where it is absorbed by the elder brain, a enormous and ancient psionic being who rules a mind flayer city. The elder brain absorbs the mind flayer’s knowledge. It is the greatest punishment in mind flayer society to be denied joining with the elder brain upon death.


A mind flayer must consume humanoid brains to survive. Its digestive tract is self-aware and absorbs not just the necessary enzymes and hormones, which the mind flayer’s parasitic brain is inacapable of producing itself, but the psychic energy of its victims’ brains. The mind flayer’s mouth produces an enzyme which breaks through the victim’s skull, and cannot be stopped by any known substance other than the slime which coats a mind flayer’s skin.

A mind flayer must eat one fresh brain per month to survive, or at least one every two weeks for optimal health. Ideally, a mind flayer will eat as many as one brain per week. While the mind flayers breed slaves, these mature too slowly and the dull and the psychic energy of a wretched slave makes for a boring meal.

Surface raids are a preferable source of fresh brains. Intelligent surface-dwelling creatures make preferable meals. Such raids have been known to depopulate entire villages. Among their favourites include humans, drow, halflings and derro. They will occasionally enjoy more exotic fare, including nymphs, umber hulks and xorns.

Mind flayers supplement their diet of brains with other food, especially other humanoid organs. While these lack psychic energy, they do provide the mind flayer with basic nutrients.

Society and cultureEdit

Relationships and familyEdit

Mind flayers have no concept of friendship or family. Mind flayers deposit thousands of spawn into a communal pool, and do not give any thought to their offspring, most of which will not survive to adulthood.

Communities and settlementsEdit

Mind flayers live in well-protected subterranean communities, typically consisting of between 200 and 2,000 individuals. Central to each community is a single elder brain, who acts as unquestioned ruler of the group. Each mind flayer may also own multiple thralls or slaves.

Mind flayer settlements are dimly lit, with their innate darkvision obviating the need for lighting except for their thralls. Vast waterways and fountains serve to maintain high humidity that is amenable to the mind flayers, who prefer to keep their skin moist.

Illithid settlements are designed around a large central plaza. Their architecture is vast and dark, conveying an air of ancient decadence. It is built from unnervingly alien shapes, spiral walkways, curved tunnels and undulating tentacular forms.


Mind flayers frequently operate alone, but they will work in pairs or in larger groups when the situation demands it. A collective of three to five mind flayers assembled for specific purpose is known as an inquisition, and somewhat resembles an adventuring party in purpose and variety of composition.

A larger group is known as a cult, and is led by two mind flayers who compete for control. The mind flayers are usually accompanied by mind-controlled thralls, and as in normal illithid society it is common for the number of thralls to outnumber the mind flayers at east two to one.


Mind flayers are feared and reviled by most sentient races.

The mind flayers truly hate the githyanki and githzerai, who they once kept enslaved thousands of years ago, and the hatred is mutual. They regularly recruit spies within gith society, aiming to keep the two gith factions at war with each other so that they never unite against the mind flayers.

Mind flayers particularly fear the undead, whose unliving minds cannot be detected or harmed with psionics, and who often have no brains for the mind flayer to eat.

Allies and minionsEdit

“A lone illithid hunting in its element is more than a match for a group of surface warriors, and seldom is an illithid alone.” — Lords of Madness, page 61

Mind flayers regulary keep humanoids as enslaved thralls, controlled by constant psionic bombardment and bred to be docile. The life of a thrall is nightmarish and short, and usually ends with the mind flayer eating their brains and feeding the rest of the body to other thralls. Mind flayers typically use their thralls as slaves and armies, and owning a large collection of unique slaves carries great social status.

Mind flayers do not form alliances unless they have something to gain.


The most commonly worshiped mind flayer deity is Ilsensine, an illithid deity of knowledge. It has no physical body or gender, but manifests in the form of a giant brain whose ganglia reach to all corners of existence and learn from the minds of all beings across the multiverse.

Illithid clerics of Ilsensine live secluded and monastic lives, and are rarely seen outside of their temples. They spend much of their time in psionic research and the pursuit of esoteric knowledge.

The aphorism “with an illithid’s faith” is used by adventurers to mean “with treachery”.Greyspace, p.69


The mind flayers are telepathic, and have no need for a spoken language of their own. However, they are capable of using and understanding speech, and typically speak Undercommon.

The mind flayers possess a written script, Qualith, which has no spoken form. It consists of raised dashes and spaces, and is read by touch. It is written in four parallel lines which are intended to be read simultaneously, and is a written interpretation of telepathic communication. It is commonly engraved on walls in illithid cities, but is extremely difficult for non-illithids to comprehend.

Mind flayers are intelligent, and commonly learn other languages, including Common.


Illithid society possess the ability to craft a variety of magic items. Individual mind flayers primarily seek to acquire items which improve their defensive ability or enhance their intellect.

Mind flayer societies have no use for coinage. The elder brain maintains a perfect record of all transactions which take place within its community, so that currency is only used for trading with outsiders, such as surface-dwellers or drow cities.



The origins of the mind flayers are shrouded in mystery. Cryptic fragments of information on their origin appear in such ancient texts as the Sargonne Prophecies. They appear in the mythology of the most ancient races, and pre-date written history.

The beings who created the mind flayers are unknown. According to an ancient text known as The Astromundi Chronicles, the mind flayers so hated their creators that they destroyed them and erased all evidence of their existence from history. This account is dismissed by numerous scholars, who note its similarity to the history of the githyanki and githzerai.

One theory posits that the illithid derive from the Far Realm, an alien place beyond the edge of time whose influence warps reality into abberant forms of life. Some suggest that they were not native to there, but merely came to our reality from that place.

Today, even the ancient elder brains do not remember how their species once rose to power.

In the view of D&D designer Mike Mearls, in the 2017 video Mind Flayers in Dungeons & Dragons, the mind flayers are essentially a biological constructed servitor race who serve the elder brains.

Empire of the illithidEdit

“Boundless, illithid influence enfolded worlds without number.” — The Planetreader’s Primer

It is widely accepted that illithid once ruled a truly massive empire, spanning countless worlds and dwarfing any human civilization known today. Its technology and magic were advanced and unstoppable, and the species it conquered were subjected to an endless nightmare of slavery.

The illithid empire ruled in perpetuity, until the stars burned out and the very worlds around them grew cold. Then, at the end of time, the mind flayers finally faced an unstoppable adversary. No records remain of who or what this was; only that the illithid empire slowly but surely crumbled in its wake.

In an insane solution, the few surviving illithid of sacrificed countless elder brains, the psionic leaders of their race, hoping to tear a psychic rift in the universe and overcome the laws of time itself. The resulting psychic maelstrom cast the illithid back in time, where they could patiently begin their conquest anew.

Ancient historyEdit

Millennia ago, the empire of the illithid slowly began to establish itself for a second time, and quickly succeeded in enslaving the species known as the gith. Unfortunately, the mind flayers were overconfident, and failed to notice when the gith began to evolve resistance to their psionic control.

Some two thousand years ago, the gith rose in rebellion against their masters and overthrew, destroying the second illithid civilization and scattering them across worlds. Much of the illithid futuristic technology and magic was lost or destroyed.

Following the rebellion, the gith soon began fighting amongst themselves. They divided themselves into two subspecies: the contemplative githzerai, who retreated to the chaotic plane of Limbo; and the warlike githyanki, who established fortresses in the Astral Plane.

The mind flayers established themselves in hidden and underground places, particularly the Underdark, where they need not fear sunlight or the encroachment of the surface peoples.

Recent historyEdit

The hidden settlements of mind flayers routinely prey on humanoid creatures, who they capture alive as a food source and to use as slaves. They are also known to interfere with politics on the surface world, influencing rulers peoples with psychic control and propaganda.

The illithid believe it is their fate to rule the multiverse, in an impossibly distant future when the suns of worlds have faded and the mind flayers may freely walk on the surface. The dream of mind flayers on many worlds is to extinguish the sun, but this is generally considered impractical.

Notable mind flayersEdit

For a full list of mind flayers, see Category:Mind flayers.

  • Qorik el-Slurrk, creator of an intellect devourer
  • Sarkt, an outcast illithid sorcerer

Related creaturesEdit

Unusual hostsEdit

Mind flayers are usually created by introducing a parasitic illithid tadpole to a human or similar humanoid. In some cases, rare and unique creatures have been created by introducing a tadpole to an unusual creature.

The urophion is an illithid roper. Despite having an intellect equal to any normal mind flayer, they hold low status in illithid society, and spend their entire lives as guards.

An illithid tadpole unintentionally allowed to grow without being implanted into a host can grow until it becomes a neothelid, a wild psionic predator. They are typically formed from tadpoles who survive the destruction of an elder brain, who soon turn on each other in a cannibalistic frenzy until only one massive survivor remains.

Variant mind flayersEdit

In rare occasion, a powerful and supremely intelligent mind flayer known as an ulitharid is spawned. They are some eight or nine feet tall, with six-tentacled mouth. Fewer than 1% of mind flayers are ulitharids, and they always rise to the highest status in their community, below only the elder brain. Many communities lack even a single ulitharid.

A mind flayer who becomes a lich is known as an alhoon, or colloquially the illithilich. They no longer need to eat brains to survive, but suffer from horrendous skin dessication, requiring them to frequently bathe in liquid and consume soup.

The mind flayer vampire is cursed with both the need to drink blood and consume brains. A mind flayer afflicted with vampirism inevitably turns feral.


Mind flayer settlements are often inhabited by aberrant creatures believed to originate from the original long-lost mind flayer homeworld, where they once filled an ecological niche similar to animals. Like the mind flayers, they possess psionic ability and monstrous appearance.

The large, predatory embrac is noted for its eight poisonous tentacles, with which it can grapple opponents. The kigrid resembles a large monstrous clawed cat. The small saltor is a baboonlike furred scavenger with the ability to craft and wield rudimentary weapons and speak basic language.


The elder brain is a massive communal brain formed from the minds of dead mind flayers. They occasionally produce a brain golem.

Publication historyEdit

Original D&DEdit

The mind flayer first appeared in Strategic Review issue #1 (Spring 1975). It is described as “a super-intelligent man-shaped creature with four tentacles by its mouth”, which are used to penetrate the skull and draw out the brain. They possess a mind blast which is more powerful against opponents with lower Intelligence scores, and have 90% magic resistance.

They later appeared in Eldritch Wizardry (1976), p.39, where they are said to have their own spoken language.

AD&D 1st editionEdit

The mind flayer appears in the Monster Manual (1e) (1977), p.70. Artwork establishes what would become the creature’s iconic appearance, wearing long wizardlike robes with tall collars and adorned with skulls. Here they are described as subterranean, as they detest sunlight, and inhabiting a rumored city beneath the earth.

AD&D 2nd editionEdit

The mind flayer appeared in Monstrous Compendium Volume 1 (1989). The lore behind the mind flayer is expanded here. They live in underground communities of between 200 and 2,000 plus at least two slaves per mind flayer.

The Illithiad (1998), a lore-heavy supplement for AD&D 2nd edition released toward the end of that edition after TSR’s bankruptcy and acquisition by Wizards of the Coast, is a 96-page supplement dedicated entirely to the mind flayer.

D&D 3rd editionEdit

The mind flayer appears in the Monster Manual (3.0) (2000) and Monster Manual (3.5) (2003), p.186-188. Mechanically, they must now attach all four tentacles to draw out the brain, unlike in AD&D 2e and earlier where a single tentacle can drill its way to the brain.

The best sourcebook detailing the mind flayers is Lords of Madness (2005), which dedicates an entire chapter to describing illithid anatomy and society.

As one of the creatures considered unique Product Identity by Wizards of the Coast, the mind flayer does not appear in the System Reference Documents.

D&D 4th editionEdit

The mind flayer appears in the Monster Manual (4e) (2008), p.188-189, which depicts the mind flayer infiltrator, a level 14 lurker, and the mind flayer mastermind, a level 18 elite controller. They are described as encountered alongside with drow, driders and grimlocks.

Further mind flayer lore is detailed in Monster Manual 3 (4e) (2010), p.136-139, which details the mind flayer inquisitor, mind flayer scourge, the thoon hulk, and the level 23 elite controller elder brain.

D&D 5th editionEdit

The mind flayer is detailed in the Monster Manual (5e) (2014), p.221-222.

Creative originsEdit

The Burrowers Beneath (1975), which inspired the mind flayer

The mind flayer was an original invention of D&D creator Gary Gygax. The creature’s tentacled mouth was inspired by the cover art of Lovecraftian Burrowers Beneath (1975). In an ENWorld forum Q&A, Gygax recounts:

“As one that enjoys the whole plethora of Lovecraftian yarns, those written by HPL and those created by his cadre of followers, I freely admit that the cover of Brian Lumely’s paperback novel, The Burrowers Beneath, inspired me to create the D&D mind-flayer. I hoped then that it would have been a monstrous creature that Lovecraft himself would have approved of”

Gygax’s goal was to create an original race who preyed upon humans for sustenance.

Charles Stross, inventor of the githanki and githzerai, speculated that the mind flayer may have been influenced by the works of science fiction author Larry Niven, whose works include a race of telepathic slavers called the Thrint. However, in an ENWorld Q&A thread, Gygax described that there was no connection:

“No need to speculate, for I can set forth the process in a few words. Larry Niven’s writing had nothing to do with the creation of the Illithid race for the AD&D game.”

Reception and influenceEdit

Video game appearancesEdit

The mind flayer is one of the oldest D&D creatures considered product identity, a unique creation of D&D where copyright is currently reserved by Wizards of the Coast and does not appear in the System Reference Documents.

Despite this, the mind flayer or similar creatures have appeared in several computer roleplaying games. Notable examples include:

  • The open source roguelike NetHack, where the mind flayer and master mind flayer possess a brain attack which causes players to forget previously identified items and level layouts. Eating a mind flayer corpse can bestow the player character with intrinsic telepathy.
  • The Japanese Final Fantasy RPG series (1987 to current), where the mind flayer has made numerous appearances. They have a squid-like appearance, and due to inconsistent translations are given various names including Mindflayer, Mind Flare and Sorcerer.
  • Cult classic action RPG Demon’s Souls (2009), where mind flayers guard the Tower of Latria.

Further readingEdit

The most highly detailed resources on the mind flayer are The Illithiad (1998), a 96-page supplement for AD&D 2nd edition; and Lords of Madness (2005), which dedicates an entire chapter to that species.


In my last post I pointed out that the Shadow Monster of Stranger Things is much closer to an aboleth than a mind flayer. Since then I found an interview with the Duffer Brothers, who claim they designed the Shadow Monster without thinking of any creature from D&D, whether aboleth or mind flayer. This is how they tell it:

Matt: We came up with the creature and it was always called the Shadow Monster. Then we were like, “We need to come up with a proper name for this thing.” When we were going through the Dungeons & Dragons manual, I found this creature I’d forgotten about called the Mind Flayer. It was so close to the idea of our Shadow Monster. It was eerily the same. We were like, “Well, we’ve got our name.” It’s a weird-ass name, but the Mind Flayer it is.

Ross: It has nothing to do with the shape, or the way it looks, or the particles. But the fact that it moves from dimension to dimension, infecting the minds of others in order to control them and spread itself. I can’t remember everything else, but it’s everything that we were talking about with our Shadow Monster. I don’t think anyone will believe us. They’re going to think we just, day one, looked through the Dungeons & Dragons manual. I don’t know why we didn’t. But we did not.

Actually, yes, I thought the Duffer Brothers were looking through the D&D manuals, but taking clear inspiration from the aboleth, not the mind flayer. The Shadow Monster is so close to the aboleth you have to be trying to not see it. I assumed the Duffers called their creature a mind flayer because it sounds bad ass, even to an audience unfamiliar with Dungeons & Dragons. “Aboleth” sounds unimpressive by comparison, like something you’d find listed in an obscure academic journal. I have a hard time believing the D&D-savvy Duffer Brothers designed a creature that fits the aboleth almost to a tee but were unaware of it.

For the fun of it, I researched the evolution of both the aboleth and mind flayer in D&D. I’ve bolded all the relevant parts that bear any resemblance to the Shadow Creature of Stranger Things. I’m not sure what Ross means about the mind flayer’s ability to “spread itself” in the 1st edition Monster Manual. The hive mind aspect of the mind flayer was not introduced into the game until the late ’90s (see below), and certainly not in the manual Dustin reads from.

The Mind Flayer

1975. The Strategic Review #1 introduces the mind flayer: a humanoid with an octopus-like head that feeds on brains. The creature’s physical attack is by striking a victim with its four purplish black tentacles. If a tentacle hits it will reach the victim’s brain in 1-4 rounds and draw it forth, immediately killing the creature. The mind flayer then devours the brain. It can also unleash a mind blast in a 60-foot cone range, which causes death, coma, sleep, stun, confusion, or rage, depending on the victim’s intelligence.

1977. The Monster Manual canonizes the mind flayer, expanding and changing details provided above in The Strategic Review. Notably, the mind blast is now a simplified psionic blast which stuns, regardless of the victim’s intelligence. The mind flayer has the psionic abilities of domination, levitation, ESP, body equilibrium, and astral projection/probability travel. The domination ability allows it to control a victim (if a saving throw fails) as long as the mind flayer keeps concentrating on the victim. It’s also now specified that mind flayers detest sunlight and prefer habitats of subterranean places.

The Aboleth

1981. Dwellers of the Forbidden City introduces the aboleth: a gigantic tentacled monster that has strong psionic powers, and uses its mind control ability to make slaves. It’s an ancient life form, extremely intelligent, and views all other races as inferior upstarts who stole what is rightfully theirs. It attacks with its four tentacles which cause l-6 points of damage each, in addition to changing the victim’s skin into a clear slimy membrane in 2-5 rounds if a saving throw fails. Once the change is complete, the membrane must be kept damp with cool water or the victim will take 1-12 points of damage each turn due to intense pain caused by the drying membrane. (This is somewhat reminiscent of the way Will Byers needed to be kept cold.) It’s an amphibious creature, and in water it will secrete a cloud of mucus all around its body. Any creature drawn into the mucus must save vs. poison or it will inhale the stuff and become unable to breathe air, suffocating in 2-12 rounds if trying to breathe air. However, that same creature will gain the ability to breathe water, as a potion of water breathing, for 1-3 hours. The aboleth uses this mucus to give its slaves the power to breathe water. (The mucus reminds of the gooey substance from the Upside Down. Does that goo allow one to breathe the toxic environment of the Upside Down?)

1983. The Monster Manual II canonizes the aboleth, detailing them exactly as described above in Dwellers of the Forbidden City.

The Mind Flayer

1983. “The Ecology of the Mind Flayer”, in Dragon Magazine #78, offers the first suggestion that mind flayers are from another world. It emphasizes their brain-eating and domination powers in much stronger terms:

“To eat the brain of another race is the ultimate symbol of dominion over that race. They consume that which is important to them. Their tentacles have bony ridges that cut flesh and bone with ease, exposing the inside of the skull. Many collect the skulls of their victims and adorn their bodies with the trophies. They have a psionic power that especially helps them achieve their evil ends — a power of domination that they use with pleasure on their victims and those who would attack them. This domination power allows the mind flayer to control every movement of a single victim, to an unlimited extreme. Once, on a raid to an illithid lair, I saw a githyanki captain run himself through with his own sword while under the control of one of them.” (p 67)

So now the mind flayer can dominate to “an unlimited extreme”, even if the results are fatal to the victim. As presented in The Monster Manual, the domination power was the standard psionic ability and not as powerful. However, the mind flayer must still concentrate on the victim at all times, unlike the aboleth.

The Aboleth

1988. “The Ecology of the Aboleth”, in Dragon Magazine #131, presents variants that are more powerful than the common aboleth: greater aboleth (who maintain slaves gathered by the common aboleth), noble aboleth (who conduct scientific research and experimentation), ruler aboleth (who command aboleth cities or areas, and have a mental link with all their subjects), and a grand aboleth (a godlike creature that dwarfs even the rulers, but existing only in rumors). The hive mind is introduced as an aboleth feature, in the rulers, who are described as follows:

“These huge, bloated monstrosities are the largest and most intelligent of all aboleth (aside from the grand aboleth). Its telepathic link with its subjects allows it to be constantly aware of everything going on in its realm. Rulers are, in most other respects, similar to common and greater aboleth. They possess enslavement abilities equal to those of greater aboleth and can generate veil spells at will. Rulers can generate slime in a 5-foot radius, and the mere sight of one causes fear in all beings of less than 5th level or five hit dice.” (p 38)

It’s now specified that aboleth reproduce by egg, which are covered in a thick slime. The eggs hatch mini-aboleth who take about ten years to mature into adult form. (The demogorgon of Stranger Things reproduces by tentacle implantation (as it did to Will’s throat), not egg, so the eggs seen in season 1 were probably eggs for shadow monsters (“aboleth”) rather than demogorgons.)

The Mind Flayer

1998. The Illithiad reveals the world the mind flayers come from, a realm called the Outside. They reproduce by egg, which hatch tadpoles until they grow and are implanted into the brain of another humanoid, after which it immediately subsumes the creature’s personality, replacing it with its own awakening intellect. The hive mind is introduced as a mind flayer feature, which is called the “Elder Brain”. An elder brain is the final stage of the mind flayer life cycle, composed of the brains of long-dead mind flayers. It lives in a brine-filled pool in the center of a mind flayer city, where it guides its community by filling mind flayers with dreams of perverse domination. It has the psionic abilities of other mind flayers, but physically it is weak (unlike the powerful ruler aboleth and Shadow Monster from Stranger Things), which is why mind flayers protect their elder by securing it in well-protected caves. The elder can communicate telepathically not only with its subjects, but with any creature within 350 foot distance. The ultimate goal of a mind flayer is to sacrifice its brain as it nears the end of its lifespan, by merging with the elder brain, strengthening the elder’s powers and intellect. Most mind flayer are unaware, however, that their personalities and consciousness are lost when joining with the elder brain, leaving only their knowledge and ideas to survive. (A closely guarded secret kept by the elder brains.)


As I said before, it’s clear that the aboleth are the closer representation of the Shadow Monster, though obviously “mind flayer” sounds sexier and was the better marketing choice. The hive mind is an anachronism for both, though it was developed first for the aboleth (in the ’80s) and only much later for the mind flayer (in the ’90s).


Canon Information

This section contains canon info from officially published sources

The illithid is an aberration native to Bluetspur.

The illithid, perched atop a subterreanean ecosystem sustained by heat energy and chemical energy, are the inhabitants of a realm that is never touched by the light of the sun. They loath sunlight and scheme to extend their dark reality to the entirety of existence by extinguishing the sun

Netbook Information

This section contains netbook-canon info from netbooks

The creature is known to biology through the work Speculative Biology of an Inhabitant of Bluetspur by Professor Abelhous Nicholsi of the University of Il Aluk. The work is based upon an autopsy that Governor Pall Ibington of Hazlan arranged for him to perform in 743 BC. The abnormalities of the anatomy and of the physiology of the dissected creature earned at it a prominent place in the field of aberrant biology. The illithid are central protagonists in the tales and legends of the Thaani. And the oral tradition of Kartakass may contain references to them.

Illithid Lore

This section contains Homebrew non-canon info, created by fans


Characters with ranks in Knowledge (dungeoneering) or Knowledge (psionics) can learn more about illithids. When a character makes a successful skill check, the following lore is revealed, including the information from lower DCs.

Knowledge (dungeoneering)

DC Result

15 This tentacle-faced creature is an illithid, also known as a mind flayer. This reveals all aberration traits. Illithids devour brains.

20 Illithids are encountered at night or underground. Their tentacles can grapple with an opponent and extract the brain in mere moments. Illithids are also known as mind flayers because of their ability to produce a powerful mind blast that stuns creatures. They may enslave a sentient creature, benefiting from its labour before eventually devouring it brain.

25 Illithids detest the light of day and shun it utterly. They possess the ability of levitation.

30 Despite their utter loathing of sunlight, Illithids are not in fact harmed by it. They communicate telepathically among themselves and with others. They possess an array of abilities that enable them to know and manipulate the thoughts of others.

35 Illithids can flee at a thought and can mount raids practically anywhere. They are native to the lost realm of Bluetspur.

Knowledge (psionics)

DC Result

15 This tentacle-faced creature is an illithid, also known as a mind flayer. This reveals all aberration traits. Illithids devour brains.

20 Illithids are encountered at night or underground. Their tentacles can grapple with an opponent and extract the brain in mere moments. Illithids are also known as mind flayers because of their ability to produce a powerful mind blast that stuns creatures. They may enslave a sentient creature, benefiting from its labour before eventually devouring it brain.

25 Illithids detest the light of day and shun it utterly. They must devour at least one sentient brain per month to survive. The more intelligent the race, the more desirable its brains. Illithids variously supplement their diet, in particular with other internal organs. They possess the psionic ability of levitation.

30 Illithids communicate telepathically among themselves and with other sentient beings. They possess an array of psionic abilities that enable them to know and manipulate the thoughts of others.

35 Illithids plot to destroy the sun itself. Illithids possess the psionic ability of plane shifting, allowing them to flee at a thought and to mount raids practically anywhere. They are native to the lost realm of Bluetspur. There they are ruled by an entity known as the God-Brain. It represents the ultimate stage in the illithid life cycle.

45 Illithids hopes to join with the God-Brain in death by the addition of their brains to its mass. In fact, it is both the right and the obligation of every mind flayer to do so. Within the elder brain’s consciousness, their identities live on forever.

50: Few illithids know the truth that when they merge with the elder brain, their identities are consumed utterly, their thoughts serving only to invigorate the elder brain.

Psionic Lore

  1. Ravenloft: Realm of Terror, p. 65-66


This category has the following 4 subcategories, out of 4 total.


  • ► Alhoon‎ (2 P)


  • ► Illithid Drone‎ (2 P)
  • ► Illithid Leech‎ (empty)
  • ► Illithid Vampire‎ (2 P)

Pages in category “Illithid”

The following 6 pages are in this category, out of 6 total.

This article is about the entity. For the episode, see The Mind Flayer (episode). For this entity’s physical incarnation, see The Spider Monster.

The Mind Flayer, also known as the Shadow Monster, is a malevolent entity that rules the parallel dimension known as the Upside Down. He was introduced in the second season of Stranger Things and serves as the main antagonist of the series.

The Mind Flayer is a massively powerful being of unknown origin. He wields supreme control of the Upside Down, as well as the Demogorgons, tendrils, and the Flayed. With murderous intent, he repeatedly attempts to corrupt both the Hawkins family and the wider world.

The Mind Flayer first began his conquest to take over the world in 1984 when he used the Gate to spread the Upside Down’s toxic biological growth underneath Hawkins, as well as possessing Will Byers and an army of Demodogs to take down Hawkins Lab. Eleven ended his plan by closing the Gate and severing the connection between the two worlds but left a part of the Mind Flayer trapped within the human world.

The part of the Mind Flayer remained dormant until it was reawakened in 1985 by the Hawkins Key. It then began flaying multiple humans and rats, feeding them chemicals, and melting their bodies into puddles of biomass that would be used to create a new body for itself to take over the world. The Mind Flayer nearly succeeded in his plan but his physical incarnation was killed when Joyce and Hopper snuck into the secret Russian laboratory and closed the new gate, severing the connection once again.



The history of the Mind Flayer prior to October 1984 remains a mystery. Exactly how long he had existed for, and how and why he came to inhabit the Upside Down, is unknown. The Mind Flayer’s ultimate goal and why he constantly tries to enter our world is also unclear.


In November 1983, an inter-dimensional gate was opened at Hawkins Lab, allowing the Upside Down to begin to spread through. It is not known if the Mind Flayer was present within the Upside Down at this time, or if it was controlling the Demogorgon.

Will Byers, a young resident of Hawkins, was captured by a Demogorgon and brought to the Upside Down’s version of the town’s public library. Although he was safely recovered by friends and family, Will began to have visions of the Upside Down.

It is possible that the Mind Flayer was elsewhere during these events, and made its way toward Hawkins due to them.


Will continued to have visions of the Upside Down for a year following his rescue. These visions were examined by Dr. Sam Owens at Hawkins Lab, who believed Will was experiencing post-traumatic stress disorder.

On October 29, 1984, Will and his friends went to play at the Palace Arcade. While his friends argued with the arcade’s employee, Will became distracted by another vision. He walked out of the Upside Down version of the arcade. To his horror, he witnessed a blood-red storm raging in the sky above, before hearing an unearthly howl. However, Will’s friend Mike snapped Will out of the vision.

A drawing of the Mind Flayer, drawn by Will Byers.

Will had another vision the following evening. He went to have a bathroom break in the middle of the night and was returning to his bedroom. However, he saw a red light illuminating the walls of his house. The front door swung open, revealing the Upside Down beyond it, where the red storm violently raged once again. Will walked out into the Upside Down and witnessed the obscured but distinctive silhouette of the Mind Flayer amongst the clouds.

On Halloween night, Will experienced yet another vision while trick-or-treating in Loch Nora, a wealthy neighborhood in Hawkins. He found himself in the Upside Down version of the neighborhood. At first, Will heard a strange chittering sound coming from multiple directions. Then, he watched in horror as the Mind Flayer rose high into the air before pursuing him through Loch Nora. Will hid behind a wall, unaware that the creature was close behind him. However, Mike found Will and snapped him out of the vision before the Mind Flayer could touch him.

Will’s next vision took place at school, shortly after he encountered Dart in the bathroom. Will found himself in the Upside Down once more, standing in the school corridor. Suddenly, the Mind Flayer’s dark mist began to flood into the corridor before chasing after Will. After running outside and onto the field, Will stopped and turned to see the Mind Flayer looming high above the school. Remembering what Bob had told him as they drove to school, Will attempted to confront the Mind Flayer, yelling at him to “go away!” The Mind Flayer ignored Will, continuing to pursue him before entrapping him within one of its tornado-like appendages. From that point on, the Mind Flayer began to slowly take over Will’s mind and body.

As time passed, Will’s connection with the Mind Flayer deepened, making him frightened and distraught. Fortunately, it led Will, Joyce, Bob, and Mike to find the location of Hopper and rescuing him at the tunnels. However, due to his being a part of the hive mind, he experienced severe agony following the burning of the tendrils. It enraged the Mind Flayer as referred by an ailing Will and as retaliation, the Mind Flayer deceived Will into revealing a location that it was afraid of and exploited their connection to use him to massacre the scientists at the Hawkins Lab.

In the fallout of the Hawkins Lab massacre, the Mind Flayer escalated his conflict with the human world. Unleashing countless Demodogs into the underground tunnels, the Mind Flayer seemed hell-bent on destroying his enemies.

Meanwhile, the assembled allies retreated to the Byers house. They isolated the compromised Will in a dark room to stop the Mind Flayer from spying any further. The allies discussed the nature of the Mind Flayer and the Upside Down in a desperate bid to defeat him. As with the Demogorgon, the kids used a Dungeons & Dragons-based analogy to theorize about the Mind Flayer’s nature; and thus, the nickname “Mind Flayer” was born.

The first wave of Demodogs arrived at the house, but as they did, so did Eleven. El fended off the Dogs, and after reuniting with her friends, the allies developed a three-fold plan of action against the Mind Flayer. All three of the following events unfolded more or less simultaneously, but all collectively contributed to the Mind Flayer’s defeat:

The allies attempted to free Will from the Mind Flayer’s influence, and thus return him to his former state. Although these attempts largely failed, Will mentally fought back against his captor and regained control of his left hand. He began to tap the side of his chair in Morse Code, which, when translated, revealed the message “CLOSE GATE”. The allies realized what had to be done, sending Eleven and Hopper on a mission to close the doorway between worlds.

Joyce, Jonathan, and Nancy attempted to “exorcise” the Mind Flayer from Will’s mind and body. They did this by exposing Will to extreme heat, even burning his arm with a fire poker. The possessed Will initially resisted, writhing and shrieking in pain, but eventually, the fragmented Flayer could no longer stand the heat. He fled the body and flew far, far away into the night sky.

Hopper and Eleven arrived at the now-abandoned laboratory, and as they descended through the vast depths below, the Mind Flayer’s huge silhouette loomed behind the other side of the Gate. The Mind Flayer sent one of his many coils through the barrier in an attempt to stop her while simultaneously commanding Demodogs to attack them.

At the last minute, Dustin, Lucas, Max, Mike, and Steve made a plan to distract the Mind Flayer, and thus diverting his attention from the events involving Eleven and Will. They headed to the subterranean tunnels, soaking “The Hub” with gasoline and setting it aflame. This further weakened the Mind Flayer’s grip on Will, as well as drawing some of the Demo-Dogs away from the Gate and Eleven.

However, Hopper managed to fend off the Dogs, while El used her powers to neutralize the coil. Finally, Eleven channeled her anger and closed the Gate, sealing the Mind Flayer’s main form back inside the Upside Down. Sealing the Gate also cut off the Demodogs’ connection to the Mind Flayer, killing them all almost instantly; even Dart could not survive.

With the Demodogs eradicated and the Gate sealed, the human world unknowingly enjoyed a quiet victory. With the telepathic link to his main form in the Upside Down severed, the ethereal fragment of the Mind Flayer that left Will’s body became isolated and dis-empowered. This fragment form would lay dormant at Brimborn Steel Works for over seven months, until the events of July 1985.

An enraged Mind Flayer.

In December, during the Snow Ball at Hawkins Middle School, the Mind Flayer loomed over the version of the school in the Upside Down, seemingly spying on the Party from across dimensions.


Main Article: The Spider Monster

The fragment of the Mind Flayer awakening.

In the summer of 1985, a secret Russian operation located beneath Hawkins’ newly-built Starcourt Mall successfully opened another Gate into the Upside Down. Unlike the first Gate, the new breach was too small to let through creatures and vines; however, it was still wide enough for the Mind Flayer to renew his telepathic link with the isolated piece of himself at Brimborn Steel Works. He used this fragmented form to “infect” the rats inhabiting the Steel Works and other underground areas around Hawkins, causing them to consume fertilizer, gather in swarms within the Steel Works, and then explode into blobs of biomass. The biomass fused together with the fragment form into a creature with the approximate shape and proportions of the Mind Flayer’s main form. This monstrous creature served as a proxy body, through which the Mind Flayer could once again influence events in Hawkins.

The Mind Flayer enraged.

Later, the Mind Flayer caused Billy to crash his car, which got him to investigate the Steelworks, only to get captured and become his main host. He uses Billy to capture Heather and make her become one of the Flayed. They both later capture Heather’s parents Janet and Tom. Doris Driscoll also became part of the Flayed, likely from the rat she captured. Others become part of the Flayed, including Bruce (likely from Tom, other members of the Hawkins post may have been Flayed as well), other men, women, and children to become part of the Flayed at an unknown time. Will later mentions that the Mind Flayer is back, and it is eventually discovered he is controlling multiple people.

When Eleven tries to find the Mind Flayer’s location through Billy, the Mind Flayer ends up talking to her through Billy’s body in a Mindscape version of Hopper’s Cabin. Knowing her location, the Mind Flayer melts the Flayed (except for Billy) and absorbs them to become stronger. He then goes after Eleven and her friends and attacks the cabin, managing to knock Jonathan against a wall where some of his tentacles are snapped by Eleven. However, the Mind Flayer manages to grab Eleven by her leg. As Mike, Max, Will, and Jonathan grab hold of Eleven, Nancy tries shooting at the Mind Flayer to no avail until Lucas chops off the tentacle with an ax but the Mind Flayer had managed to bite Eleven. She responds by angrily tearing the Mind Flayer’s head in half, forcing him to regenerate which leaves him temporarily unable to pursue them. Eleven feels the effects of the bite but removes the piece of the Mind Flayer that was inside her leg.

Despite Eleven removing the piece of the Mind Flayer, Eleven’s telekinesis is weakened and the Mind Flayer manages to find the Party after Billy tracked them due to the piece of the Mind Flayer that was in El’s wound. After Billy manages to trap the Party by damaging their car, the Mind Flayer arrives at Starcourt Mall and starts hunting them down. The Mind Flayer nearly found Mike, El, and Max, but was distracted and started pursuing Nancy, Jonathan, Will, Steve, and Robin. However, the Mind Flayer stop his pursuit when the Flayed Billy spotted Mike, El, and Max escaping the mall through the back exit, causing the Mind Flayer to head back to the mall.


The Mind Flayer is a gargantuan entity, being at least 50 stories tall. His body appears to be entirely composed of minuscule particles, giving him a misty appearance akin to a shadow. It is unknown if the Mind Flayer is entirely made of smoke, or if there is any physical anatomy to the creature. The creature has multiple limbs, some of which branch into several smaller appendages; these limbs visually resemble the tendrils and vines present in the Upside Down. He seems to have an elongated, flame-shaped head that sprouts from the central body that bears no visible facial features. His presence is often accompanied by unnatural red lightning, which Will describes as a “storm”.


Through his telepathic link, the Mind Flayer could directly control additional entities and beings:

The Isolated Particulate

Pockets of the silver-black mist could move independently while remaining under the control of the Mind Flayer. One of these pockets left the main body and latched itself onto Will Byers, allowing the Mind Flayer to possess him. Will’s friends and family eventually forced the creature to abandon Will, with the mist fragment flying away into the sky. The mist fragment eventually re-awakened at Brimborn Steel Works when the Starcourt Key was activated in the Summer of 1985, renewing the mist fragment’s telepathic link to the main body. The Mind Flayer, via the mist creature, immediately summoned hordes of rats to the Steel Works, melting down their bodies and creating the Proxy Body.

The Spider Monster

The Spider Monster, the Mind Flayer’s 1985 proxy body, resembled a gargantuan, monstrous spider. This incarnation of the Mind Flayer closely matches its Upside Down counterpart in terms of its shape and proportions. However, unlike the Flayer’s main body, the Spider Monster is not shrouded in silver-black mist, nor is it as large (though it still stands tall at over 20 feet in its fully-formed state). The Spider Monster is nigh on indestructible but remains vulnerable to heat.

The Spider Monster is composed of the bodies of the Flayed: dozens of congealed organisms, both human and animal, who were converted to serve the Mind Flayer’s will. The Spider Monster was originally relatively small, being composed purely out of Flayed rodent bodies; however, he rapidly grew into his fully-fledged state after finally consuming the converted humans.

The Hospital Monster

Essentially, the Hospital Monster was a smaller version of the Spider Monster, composed of the Flayed humans Tom Holloway and Bruce Lowe. Unlike the Spider Monster, the Hospital Monster did not resemble the Mind Flayer but rather had a more asymmetrical appearance. The creature was ultimately absorbed into the Spider Monster.


The Mind Flayer is a sentient entity that possesses intelligence equal or superior to that of a human. This sets him apart from the Demogorgons, which appear to behave purely animalistic when he is not exercising his control over them. The creature was highly hostile toward anyone and anything that threatened his plans; using his almost omnipotent intelligence and dominion over the Upside Down to his advantage, he would develop ways to thwart and outsmart his adversaries. Such as, using his possession over Will as a way to spy on Hawkins Lab and luring a team of soldiers into a trap. The Mind Flayer has also been shown to be highly vindictive, such as when he centered his entire plan on personally destroying Eleven and her friends, and directly threatening her through Billy inside her own psyche.

While much of the Mind Flayer is currently shrouded in mystery, through Will’s connection to the entity, it is known that the Mind Flayer wishes to eradicate humanity and merge Earth with the Upside Down. While its true motivations for doing so are yet to be determined, through comparing the entity to the synonymously named creature from Dungeons & Dragons, Dustin theorized that the Mind Flayer viewed himself as superior to all other life. Exactly how accurate this theory remains to be seen.

While a massively powerful being, the Mind Flayer was not without his weaknesses. Most notably, he has a low tolerance to heat, particularly fire. All hosts within his hive mind share this weakness, resulting in him feeling pain whenever a host is exposed to heat or burned.

Fundamentally, The Mind Flayer seems to be nothing but a pure evil monstrosity that seeks nothing but total domination and does not value any form of sentient life other than himself.


  • Hive Mind: The Mind Flayer’s most distinctive feature is the ability to take control and command of the creatures from the Upside Down and later Will. Upon having its feeding area burned, he sent multiple Demodogs to the tunnels in order to deal with the problem. He also had them try and stop Eleven from closing the Gate. The downside of this mental connection was that the burning of tendrils would affect the Demodogs and Will, and most likely the Mind Flayer itself. Will was also able to learn instinctive knowledge of its goals, the tunnels, and its weakness. Despite the hive mind’s reach, when Eleven sealed the rift between worlds, the connection was severed and led to the death of its subjugates.
  • Possession: By imbuing a portion of its essence on an affected subject (despite both the Mind Flayer and Will being in separate worlds), the Mind Flayer is able to link the infected to the rest of its army. An example of its power was how he tricked Will into sending numerous soldiers to their death by having Will tell them its weakness was within the feeding area in the tunnels. The possession can be severed by subjecting the infected to extreme heat, which burns the essence out of its body by making it uninhabitable due to a weakness to heat and light. However, when a host is under threat of being discovered or severed from the Mind Flayer’s possession, its influence can force the host to fight back; it gave Will inhuman levels of strength, allowing him to remove its restraints and throttle Joyce effortlessly with one hand while she attempted to free Will from the creature’s possession. When the Mind Flayer later possessed Billy Hargrove, the Mind Flayer gave Billy enough strength to bust down the door of the sauna room he was trapped in, even temporarily resisting Eleven’s telekinesis and throwing a barbell at her. The affected subjects also seem to take damage that would otherwise kill a human, such as eating chemicals. Billy, under the Mind Flayer’s control, was strong enough to survive getting thrown through a brick wall at a high speed, and even survive getting hit from the side by a car.
  • Biokinesis: Through sheer force of will it can melt host bodies and maintain a proxy body, and even create smaller monsters under its control that can later be re-absorbed into the main proxy body, though this ability appears to be fairly limited as the Flayed need to be in close range to its main proxy.
  • Weather control: When Will Byers witnesses the Mind Flayer in the Upside Down, the creature is often surrounded by a large storm consisting of red lighting and thick black clouds. While the nature of these storms is not entirely clear, it is possible the Mind Flayer is responsible for their creation. The storm is possibly based on the Mind Flayer’s emotions, as at the end of The Gate, the Mind Flayer was seen looming over Hawkins Middle School, seething with anger.
  • Power negation: After biting her with one of its tentacles, the Mind Flayer’s proxy left a piece of itself inside Eleven, severely weakening her telekinesis later that evening. Even three months after defeating the creature, Eleven’s powers were not back to full strength. How the Mind Flayer’s proxy gained this ability is unclear, but it is possible that the chemicals the Flayed ingested played a part.


Ever since Eleven closed the gate in front of it in 1984, the Mind Flayer held a deep-seated grudge against her, viewing her as a threat to its plans and creating an army for the sole purpose of destroying her.

When Will was trapped in the Upside Down and captured by a Demogorgon, the Mind Flayer became interested in Will and decided to use him for his own purposes, showing no care for him. After Will’s rescue, the Mind Flayer started spreading the Upside Down through Hawkins where Will was given visions of the Upside Down. The Mind Flayer eventually confronted Will and started to seek him as a vessel in order to use him to pave into the real world. The Mind Flayer was thwarted two times by Will’s friend, Mike, but when Will finally decided to confront the Mind Flayer, he became possessed by a piece of the Mind Flayer. The Mind Flayer slowly took over Will’s body and mind, allowing to see and feel everything the Mind Flayer was doing. After Will took advantage of his possession to rescue Jim Hopper where the tunnels were burned by the government soldiers, the Mind Flayer used his possession of Will, forcing him to trick the soldiers into going a trap, as revenge for hurting him through the burning of the tunnels. The Mind Flayer tried to keep his control over Will intact but was stopped by Will’s family and Nancy Wheeler as they burned the Mind Flayer out of Will.

A year later, in 1985, despite being freed from the Mind Flayer, he left a huge impact on Will as he could still sense the Mind Flayer’s presence whenever he was close. The piece of the Mind Flayer that possessed Will constructed a body for himself out of rats and the Flayed so he could kill Will and his friends as revenge for the events in 1984. However, his plans were thwarted when Joyce Byers closed the Gate, killing the Mind Flayer’s proxy body.

Upon its return to Earth, the Mind Flayer lured Billy into its new lair, converting him into the first Flayed and using him to turn other residents of Hawkins, as well. The Mind Flayer did not seem to care for Billy as a person and quickly killed him after Billy broke free from its control through the memory of his mother.


Season Two appearances
MADMAX Trick or Treat, Freak The Pollywog
Will the Wise Dig Dug The Spy
The Lost Sister The Mind Flayer The Gate
Season Three appearances
Suzie, Do You Copy? The Mall Rats The Case of the Missing Lifeguard The Sauna Test
The Flayed E Pluribus Unum The Bite The Battle of Starcourt


Volume 1 appearances
Issue 1 Issue 2 Issue 3 Issue 4

Behind the scenes

Concept and design

Matt Duffer told Entertainment Weekly that the shadow monster was inspired by horror classics: “There’s an H.P. Lovecraft sort of approach, this inter-dimensional being that is sort of beyond human comprehension.”

Concept art of Will confronting the Mind Flayer on the field.

Visual-effects producers Paul and Christina Graff were tasked with designing the creature. Because the first season incorporated several electrical interferences, they knew the second season would involve storms. Once it was decided that the monster was going to be “storm-like”, the Graffs began looking to references of storms and tornadoes. Steve Messing, a matte painter who was also consulted on the designs of several other Stranger Things elements, created concept art of the creature based on tornadoes, volcanoes, and other natural forces. In addition, they were inspired by volcanic eruptions with lightning storms in South America.


While the entity had been referred to as the Shadow Monster throughout production, the Duffers eventually decided to give him a proper name. Looking through the Dungeons & Dragons manual, they decided to name the creature after the Mind Flayer due to how similar it was to their concept for the Shadow Monster.

Memorable Quotes

“To build. I want you to build. What you see.”


  • It’s possible that to be infected, one needs to have a tendril similar to the Library Tendril attached to them first, or have been in the Upside Down for a significant amount of time; the exact nature of the infection has not yet been confirmed.
  • Possessed humans are colder to the touch than average, to the point where the temperature around possessed humans significantly decreases.
  • Heat and light are some of its weaknesses. Extreme heat causes the human extreme pain but is able to cure them with enough exposure and heat. Bob Newby also noted that the Mind Flayer’s vines beneath Hawkins deliberately avoided contact with bodies of water, meaning it is also likely hydrophobic with an allergy/aversion to water.
  • Dart, Will, and Billy showed the ability to fight or ignore the Mind Flayer’s influence. Dart was able to remember Dustin, Will was able to communicate in Morse Code while being reached emotionally by his family and Billy was able to fight the Mind Flayer, even though he died. A common feature among these moments is the infected being reminded of positive or happy memories(Dart remembering Dustin feeding him nougat, Will being reminded of happy memories involving his friends and family, Billy being reminded of his mother) these moments, along with how the Mind Flayer storm in Billy’s mind was filled with traumatic memories from Billy’s childhood, seem to suggest that the Mind Flayer feeds on negative emotions and memories.
  • In Dungeons and Dragons, Mind Flayers are a race of psychic humanoids with tentacles on their faces who eat brains. They primarily use their powerful psychic abilities to mentally enslave other beings. More recent editions have given the Mind Flayers the proper name “Illithids”.
  • The scene in which the Shadow Monster infects or enters Will bears resemblance to similar possession sequences in horror films, most notably in 1973’s The Exorcist.
  • A possessed Billy uses “we” pronouns to refer to itself, suggesting that the Flayed may maintain vestigial traits of individuality even while part of the Mind Flayer’s hive mind.
  • The Mind Flayer seems to have such vast psychic power that it is able to detect Eleven spying on him through the void even though Eleven didn’t make any contact or make the Mind Flayer aware of her presence. He is also able to hide himself and his hosts from Eleven’s spying, and can even trap Eleven inside the void.


For this subject’s gallery, see The Mind Flayer/Gallery.

  1. “Stranger Things 2: Behind the sequel’s big, bad ‘shadow monster'” Entertainment Weekly. September 28, 2017.
  2. “Stranger Things 2: Behind the sequel’s big, bad ‘shadow monster'” Entertainment Weekly. September 28, 2017.
  3. “How Stranger Things 2 Transformed Hawkins Into the Upside Down” Vulture. November 8, 2017.
  4. “The Duffer Brothers Recap Stranger Things 2, ‘Chapter Eight: The Mind Flayer’” Vulture. November 8, 2017

The Upside Down


The Upside Down • The Gate • Hawkins • Hawkins National Laboratory • Public Library • Portals • Hawkins Middle School • Hawkins Tunnel System


D’Artagnan • The Demogorgon • Demogorgon (species) • The Flayed • Hospital Monster • The Mind Flayer • Russian Demogorgon • The Spider Monster • Hawkins Tunnel System • Vines

The Flayed

Billy Hargrove • Heather Holloway • Bruce Lowe • Tom Holloway • Janet Holloway • Doris Driscoll


Joyce Byers • Will Byers • Eleven • Steve Harrington • Dustin Henderson • Barbara Holland • Jim Hopper • Max Mayfield • Bob Newby • Shepard • Lucas Sinclair • Mike Wheeler • Nancy Wheeler


Upside Down Egg • Dungeons & Dragons • The Void • The Keys

Articles may contain spoilers.

What’s The Shadow Monster In ‘Stranger Things’? This Towering Creature Means Big Trouble For Hawkins

Sequels are known for going bigger, but that’s extra true of Stranger Things Season 2. Spoilers ahead. There’s no telling what the Stranger Things’ Shadow Monster is or what it wants, and it definitely doubles down on the threat posed by the Demogorgon in Season 1. In Season 2, Hawkins is threatened by a massive looming Shadow Monster with giant, smoky tendrils, who lives in the Upside Down. While the Demogorgon may have succeeded in taking victims one by one, the Shadow Monster seems to have the ability to wreak havoc more quickly. While fans still don’t know what it wants, one thing that’s clear is that this creature means trouble.

Will first sees the Shadow Monster nearly a year after his first visit to the Upside Down. He troubles his mother when he occasionally flashes back and forth between his own world and the nightmarish parallel dimension that the Demogorgon took him to. And when he does he sees something that almost defies description. All that’s known about this monster is that it is black and it is huge, but beyond that there is no way to tell what the Shadow Monster is. However, it’s hinted that many of the other strange occurrences in Hawkins, including the Demogorgon, are directly related to the Shadow Monster.


This more threatening creature reveals itself to Will at the same time a few other strange things start happening in Hawkins. Will’s temporary visits to the Upside Down are getting more frequent, and the pumpkins of Hawkins are starting to rot. The Shadow Monster’s intentions aren’t revealed until about halfway through Season 2, but considering that the monster only appears in the Upside Down accompanied by giant red streaks of lightning, it’s no surprise that this it isn’t friendly.

Eventually, Will gets possessed by the Shadow Monster after following some well-intentioned advice from his mom’s new boyfriend. Will learns that there are times where sticking up for yourself is the right thing to do, but being chased by a living abomination the size of a skyscraper is not one of those times. After Will has been possessed by the monster, he reveals that the monster only wants one thing: “Kill.” The Monster has a thirst for death, and seems to have plans to feast on Hawkins, Indiana. Armed with a tunnel system covered in living vines beneath the town and an army of demodogs, there seems to be nothing that can stop this Shadow Monster.


At the end of the season, the Shadow Monster is kept away from Hawkins, even if just for a few months. A portal that the monster was attempting to reach through is closed by Eleven, but a brief moment earlier in the season indicates that there may be another way for the Shadow Monster to reach Hawkins. When it takes the form of whirling black smoke, it arrives in Hawkins in conjunction with the experiments done at Hawkins Lab. One experiment shows scientists looking at a flash of swirling black smoke, much like the smoke that makes up the Shadow Monster. It looks like that presence of the Shadow Monster is a surprise to everyone except the scientists at Hawkins Lab.

Why are scientists at Hawkins Lab trying to study the Shadow Monster? Could The scientists end up accidentally making their own? Could the shadowy smoke monster from Stranger Things beat up the shadowy smoke monster from LOST? Season 2 ends with the Shadow Monster still looming over the town of Hawkins as it appears in the Upside Down, so it looks like it will be a while before these small-town folk are free of its threat.

Warning! This list contains some spoilers for Stranger Things 3, in case if you haven’t seen it yet. Be aware! Don’t read further, unless if you don’t mind being spoiled.

• There are a lot of monsters in Stranger Things.
• The main one for Season 3 is the Mind Flayer.
• But there are others, and will be more in the future.

Stranger Things is a lot of things. Above all, it’s entertaining—but that entertainment comes from a number of different venues. It’s funny—just about every character has a handful of laugh aloud moments in any given season. It’s exciting—who can resist watching the next episode as soon as the previous one ends? There’s so much going on, and the show picks the most exciting moments to leave us hanging on.

But possibly above all, Stranger Things is… well, it’s pretty creepy—if not outright scary. What provides those thrills, of course, comes from the supernatural element of the show. In true Stephen King fashion (The Duffer Brothers are die-hard fans of the legendary author, and clearly paid homage to him in a number of ways), the show features a number of monsters who make life a living hell for our heroes. But what are these monsters? We break it all down below:

The Mind Flayer/Shadow Monster (Season 3)


The main villain/monster for the latest season, Stranger Things 3, is the Mind Flayer. Named after the Dungeons + Dragons monster, the Mind Flayer is a monster that possesses a host, and uses its body as a vessel to carry out its evil. Billy is the main vessel in this latest season, and the Mind Flayer, through him, possesses a number of people (most of whom are eventually turned into flesh goo), including Heather Holloway, his fellow lifeguard, Tom Holloway, Heather’s father and the editor of The Hawkins Post, and Doris Driscoll, an old lady who tells Nancy about the infected Rats. Oh yeah, that’s right—the Mind Flayer possesses and melts down a whole lot of rats.

By melting these possessed bodies down, the mind flayer merges them all into one, giant, six-legged monster that keeps gaining more and more mass with each body that’s melted down. It’s pretty creepy, and really gross.

The kids attack the monster with fireworks, but the monster is finally stopped when a number of factors happen: Billy defies the possession of the monster, distracting it from hurting the (now powerless) Eleven, and Joyce and Hopper close the gate to the Upside Down. Maybe for good this time, the Mind Flayer is dead.

Shadow Monster/Mind Flayer (Season 2)


We’re first introduced to the Mind Flayer (originally referred to as the Shadow Monster) in Season 2, as the main antagonist/monster. Will Byers, who’s just seemingly gotten past the events of the first season, keeps snapping between the real world and the Upside Down—and he sees a giant, spider-like monster, made entirely of smoke and shadows. Will is continually attacked, and eventually possessed by the monster.

The boys figure the monster out using the D+D lore (where it earns the ‘Mind Flayer’ moniker). As Will lets everyone know “he likes it cold,” eventually they figure out that the way to defeat the Mind Flayer is with heat—Joyce and Jonathan blast a tied-up Will with heat lamps, and the Mind Flayer is forced out of Will’s body. Eleven and Hopper go down by the gate to the Upside Down in Hawkins, and using Eleven’s telekinetic powers, close the gate—for the time being—cutting the Mind Flayer off.

The Demogorgon


The Demogorgon was the original Stranger Things monster (and there were a few of them), and probably still the show’s flagship monster. This is the monster that originally took and feasted on Barb (RIP), attacked Nancy through the tree gateway, and tormented both Will and Eleven. It’s kind of like a demon that’s face opens up and reveals a million, zillion teeth, accompanied by a screeching roar. It’s creepy stuff!

At the tail end of Season one, one of these bad boys got totally roasted (literally) by Nancy, Jonathan, and Steve, when they fought it for a little while before defeating it by lighting it on fire. Eleven also defeated another one by blowing it to smithereens with her powers, blasting herself into the Upside Down in the process.


Just when we thought we were free of Demogorgons, though, we find out that assumption is a little bit too presumptuous. During the Season 3 finale’s credits scene, we get a look at a far-away Russian prison, where the much-discussed “American” is being held. When that “American” is passed over for another prisoner, that prisoner is taken to a torture room, where, you guessed it, a Demogorgon awaits. Uh oh.

The Demodogs


When all seemed well at the end of Season 1, Will Byers was having dinner with Joyce and Jonathan, and excused himself briefly to the bathroom. Instead of, like, usual bathroom stuff, we saw Will flash back to the Upside Down, and then cough up a weird slug-like thing into the drain. Gross, and also foreshadowing of what to come.

By the early part of the next season, Dustin (a notable science nerd) finds a slightly-grown version of this same slug, and, thinking he’s discovered a new species, takes it in and names it D’artagnan. ‘D’art,’ as they begin to call it for short, turns out to be a mini demo-gorgon, or a demo-dog, and thanks Dustin for his kindness by eating his family cat. (They’re referred to as Demo-dogs because they walk around on all-fours, as opposed to the original Demogorgon walking upright)


The Demo-dogs cause all sorts of problems throughout the season, but Steve Harrington gets to have a real hero moment when he fights three of these bad boys with his spiked baseball bat, as Lucas, Dustin, and Max watch on.

Unfortunately, before their defeat, these creatures viciously maul Bob, the ever-so-sweet man who Joyce Byers was dating (and the manager of the local Radioshack). We will never forgive them for eating poor Bob.

Evan Romano Evan is an associate editor for Men’s Health, with bylines in The New York Times, MTV News, Brooklyn Magazine, and VICE.

This article is about the individual creature which entered Hawkins in 1983. For the species, see Demogorgon (species). For the episode, see The Monster (episode). For other uses, see Demogorgon (disambiguation).

The Demogorgon, also known as the Monster, was a predatory humanoid creature that entered Hawkins, Indiana in November 1983. The creature originated from the parallel dimension known as the Upside Down. When Eleven, a psychic test subject from Hawkins National Laboratory, made interdimensional contact with it, a gate between dimensions opened at the lab.

The creature passed through, terrorizing Hawkins for approximately a week. It abducted various residents and took them back to the Upside Down, usually killing them. The friends and family of Will Byers, one of the Demogorgon’s victims, slowly began to uncover the truth about the creature, with the help of the escaped Eleven. The creature was finally defeated and destroyed by Eleven in a showdown at Hawkins Middle School.



A test subject with psychic powers labeled Eleven was placed into a sensory deprivation tank as one of Hawkins National Laboratory’s experiments; this allowed Eleven to delve into a deeper psychic state. Although she successfully eavesdropped on a Russian spy as instructed, she unwittingly came across the Monster. Eleven’s instincts urged her to stay away from it; she panicked, and the experiment was aborted.

The Demogorgon being approached by Eleven.

Dr. Martin Brenner was intrigued by the creature, repeating the experiment on November 6, 1983. This time, Brenner ordered Eleven to make contact. As Eleven psychically approached the Monster, she could see it feeding off an otherworldly egg. With great hesitancy, she made contact. In that exact moment, a gate to the Monster’s dimension cracked open in the wall of the tank room, allowing the creature to pass through. Eleven managed to exit the tank and escape the lab amidst the ensuing chaos. An unnamed scientist was not so lucky; the Monster caught him as he tried to operate an elevator.

The Demogorgon appearing before Will Byers on Mirkwood.

The Monster had the ability to travel between dimensions on a whim, creating temporary portals in the fabric of reality. The Monster arrived at Mirkwood, a road near a local forest, where it stalked Will Byers on his way home. The Monster chased Will as he entered his house, forcing Will to run to his garden shed. Will hid in the shed, loading a rifle in self-defense, but the Monster simply appeared behind him, taking him into the Upside Down.

Once in the Upside Down, Will managed to evade the creature for almost a week and began attempting to communicate with his mother. Joyce and Will had some success, with Will manipulating the electricity in his home dimension, although these attempts would sometimes attract the monster. In an early attempt, Joyce saw her house wall become warped and distorted as the Monster started to break through, terrifying her. In a later attempt, the Monster broke clean through, although Joyce managed to outrun it.

Meanwhile, Will’s friends Mike, Lucas, and Dustin began investigating Will’s disappearance. Mike noted a strange coincidence linking the disappearance with a recent “Dungeons & Dragons” campaign. During the campaign, Will’s player character was defeated by the fearsome Demogorgon; hours later, Will had vanished from real life. In addition, Eleven used the game piece representing the character to attempt to illustrate her vision of Will hiding from the creature in the other dimension.

The group began to hypothesize that the Monster may have really existed, and was responsible for Will’s disappearance. From this point on, the group began referring to the creature as “the Demogorgon”.

Scientists at Hawkins Lab began investigating the dimension, discovering exactly what it contained. One such scientist entered through the Gate, wearing a hazmat suit linked to a chain rope. The scientist was savaged and killed by the Demogorgon almost immediately after entering the dimension. The Demogorgon hunted and killed other people and creatures, being particularly lured by blood. Its victims included Barbara Holland, hunters Dale and Henry, and a wounded deer. After Nancy Wheeler entered the Upside Down through a temporary portal, she observed the Demogorgon as it feasted on the deer. The Demogorgon noticed her, chasing her until she returned through the portal.

Will eventually succumbed to exhaustion, lying in his makeshift fort. The Demogorgon found him, breaking through the fort wall and taking him to the Upside Down library.

Nancy and Jonathan Byers later exploited the Demogorgon’s attraction to blood to ambush it. With the aid of Steve, they severely injured the beast, setting it alight – however, it survived and slipped into the Upside Down. The Demogorgon left the Byers house and headed to the library, leaving a trail of blood.

Eleven killed a large number of government agents at Hawkins Middle School, defending herself, along with Mike, Lucas, and Dustin. The Demogorgon was attracted by pools of spilled blood, breaking through the wall. The Demogorgon began a spree of violence, attacking Dr. Brenner as surviving agents opened gunfire.

Eleven destroying the Demogorgon.

For a while, the four kids outran and evaded the creature, hiding in their science teacher’s classroom. Eventually, the Demogorgon found them, breaking into the room and attacking them. Eleven confronted the creature, pinning it against the blackboard with her mind. After wishing farewell to her friends, she proceeded to disintegrate the creature, vanishing as well in the process.

The Demogorgon is a tall and thin humanoid creature with elongated limbs. Its head seems to lack facial features until it unfurls the flesh like a flower to reveal “petals” lined with many sharp teeth, and a large open mouth. The Demogorgon’s arms and digitigrade legs end in claws; its skin is slimy.

After being set on fire by Nancy, Jonathan, and Steve, the Demogorgon’s body was covered in burns.

The physical presence of the Demogorgon is often preceded by the creature’s guttural growls and shrieks, alongside all lights in the area rapidly flickering on and off.

Most knowledge on the Demogorgon is highly speculative – even Dr. Brenner admitted that he and his peers had a limited understanding of the creature. That being said, the behavior of the beast is “predictable” as Brenner remarked, comparing it to a typical predator. Nancy made similar associations: she compared the creature to nocturnal predators such as lions and coyotes. She noted that the solitary nature of the creature was similar to that of a bear.

Nancy also theorized that the Demogorgon was attracted to blood, comparing it to a shark. This ability to detect blood appeared incredibly potent; it could be lured by even small quantities, even when separated by dimension. However, the creature was not exclusively drawn by blood; for example, both Joyce and Will Byers were attacked by the beast despite the absence of blood. It is unknown whether the creature was attracted by other stimuli, though one distinct possibility is sound: when Nancy ventured into the Upside Down, the Demogorgon was unaware of her presence until she made noise. Since sound from the human dimension was faintly audible to human ears in the Upside Down, it is possible the Demogorgon could be attracted by sound. In any event, like many predators, the Demogorgon simply took any opportunity to hunt and acquire prey, and generally preferred solitary or isolated victims.

Sometimes, the Demogorgon, instead of eating its prey, would capture them in an attempt to breed more Demogorgons, as it did to Will.

The Demogorgon was able to travel between dimensions at will, creating temporary portals or wounds in the fabric of reality. How or why the Demogorgon possessed this ability is unclear, though it only became aware of and started traveling to the human dimension after a moment of contact with Eleven. Mr. Clarke, the boys’ science teacher, theorized that interdimensional travel would require “a massive amount of energy, more than humans are currently capable of creating”; by this logic, the Demogorgon must have wielded a great deal of energy while dimension-traveling. Nearby lights and electricity would constantly flicker on and off while the Demogorgon did so, which suggests that creating these portals did indeed involve huge volumes of energy.

The Demogorgon was hostile every time it was encountered, immediately pursuing anything which caught its attention. It generally used instinct and brute strength, rather than intelligence, to get through obstacles; the main exception to this being the use of telekinesis to unlock the Byers’ front door (an act which was remarkably similar to Eleven’s capabilities). The Demogorgon generally hunted in close proximity to Mirkwood. The reasons for this are unclear, though this was potentially motivated by Mirkwood’s close proximity to Hawkins Lab and the Gate, as well as the relatively isolated forest in between. The furthest it ever traveled in pursuit of prey was Hawkins Middle School, lured by the large quantities of blood spilled in Eleven’s final confrontation with Dr. Brenner and government agents.

Eleven first observed the Demogorgon hunkered over large, yellow eggs feeding off them. It’s not clear whether or not these were the creature’s offspring, or if they were even the same species.

It is unknown when, where, how, or why the Demogorgon was born or created. While it may have hatched from one of the aforementioned eggs, there is currently a lack of evidence to support this theory.

It is currently unknown if this individual Demogorgon was under the control of the Mind Flayer.

The Demogorgon possessed several unique abilities:

  • Interdimensional travel – The Demogorgon was able to move between dimensions. It entered Hawkins repeatedly by creating temporary tears in space-time. The resulting portals resembled necrotic wounds. It used this ability to pull individuals, such as Will Byers and Barbara Holland, into the Upside Down.
  • Strength – The Demogorgon was a creature with outstanding physical strength. It could break through solid walls and is able to easily overpower and carry a fully grown man.
  • Telekinesis – The Demogorgon appeared to have had some form of telekinetic power. It unlocked the hatch on the Byers’ front door while pursuing Will. It is also possible that it used this power to pull in the deer, and may contribute to its physical strength despite a visible lack of muscle. However, this has not been made entirely clear.
  • Blood detection – The Demogorgon was strongly attracted to blood and could sense even small amounts from different dimensions.
  • Regenerative Healing – After being trapped and set on fire, the Demogorgon appeared to have healed most of its injuries after a short period of time.
  • Durability – With its durable skin and tough body, the Demogorgon could withstand massive amounts of bullets from multiple firearms and several beatings from a baseball bat with nails. However, it was unable to resist Eleven’s power of biokinesis, which she uses to dissolve and kill the Demogorgon.



  • An anonymous scientist from Hawkins National Laboratory
  • Shepard
  • Barbara Holland
  • Hunters Dale and Henry
  • A wounded deer
  • An unknown number of military police officers and government agents


  • Will Byers


  • Dr. Martin Brenner

Behind the scenes

The Duffer Brothers described the Demogorgon as “an interdimensional being that has more in common with the shark from Jaws than Pennywise from It. When the monster enters our dimension, it’s like a shark breaching the water. Very much like a shark, it drags its prey back into its home, where it feeds.”

Many of the scenes with the Demogorgon were done practically, with Mark Steger portraying the Demogorgon in a suit with an animatronic head. CGI was used for scenes that required the Demogorgon to do things a man in a suit couldn’t possibly do.

Conception and design

The Duffer Brothers had a lifelong dream to create a monster for the screen.

The artists at Aaron Sims Creative were given the task of designing the look of the Demogorgon, with the description of a “humanoid creature with no face, just a mouth.” From the very beginning, the Duffers wanted the creature to be humanoid and grotesque, with the creature designs of H.R. Giger, Clive Barker, Guillermo del Toro, and Masahiro Ito being influential to the Demogorgon’s appearance because of their “strangeness.”The artists went through several early concepts, some of which were “more monstrous in shape, even more asymmetrical.” Ultimately, they were inspired by nature when they came up with the flower petal-like mouth in the first week, a design that really resonated with the Duffers.


See Also: Special Effects

Having grown up on genre films before computer graphics, the Duffer Brothers wanted to go back to using practical horror elements and using a person in a suit that could interact with the actors in real-time. “There was something about the effects being so tangible in those films that made them especially terrifying to us when we were kids.”

Spectral Motion, a makeup and creature effects studio which has worked on productions such as Hellboy and Pan’s Labyrinth, was given the task of building the Demogorgon. They only had a span of two months to complete the project, leaving almost no room for error.

The process began with a scan of Mark Steger’s body, from which a full-size form was created that the body of the Demogorgon was sculpted onto. Animatronics were installed in the head and arms, which had to be operated with remote control. Steger often had to wear metal stilts that elevated him nearly ten inches. Despite the suit’s complexity, it only took half an hour to 40 minutes to put on and only weighed approximately 30 pounds.

The Demogorgon’s animatronic head in motion.

The animatronic head consisted of 26 motors, and the noise they produced often made hearing directions difficult for Steger. The animatronics were also designed in such a way that the “petals” would move uniquely each time they opened. When the Duffers first saw the Demogorgon’s mouth open, they were blown away, saying “It felt organic. Creepy. Real.” For the shots where the creature’s mouth was open, Steger’s exposed face would be removed digitally and replaced with a mouthpiece that was also created by Spectral Motion.

The CGI enhancements and effects were handled by Aaron Sims Creative.


The Demogorgon Dungeons & Dragons figure, used by Eleven to symbolize the Monster.

  • The Demogorgon received its nickname from Eleven using the Demogorgon game piece to show that Will was hiding from it.
    • In D&D lore, Demogorgon is a demon prince with two heads that strive to dominate one another but are unable to do so.
    • In mythology, Demogorgon is a god or demon associated with the underworld, and whose name is taboo.
  • It is currently unknown how exactly the Demogorgon senses blood, as it appears to only have a “mouth” and no other visible orifices that could be used for scent. Similarly, it is unclear how the Demogorgon “heard” sound.
  • Though the Demogorgon can use telekinesis, it is only shown exercising this ability twice: when it unlocked the Byers’ front door and presumably when it pulled in the deer.
  • While the Demogorgon exclusively hunted at night, Nancy saw it in the daytime while looking for Barb. This was done for storytelling purposes.
  • The Demogorgon was killed in Mr. Clarke’s classroom.
  • It was hinted that the falling ash-like spores present in the Upside Down have a possible direct connection to the Demogorgon.
  • The Demogorgon’s open mouth somewhat resembles a Rafflesia arnoldi, a flower with the odor of decaying flesh, earning it the nickname “corpse flower.” Furthermore, its teeth are similar to those of the leatherback sea turtle.
  • In the original pilot script, people would bleed from their nose and ears when in contact with the Demogorgon, similar to how Eleven bleeds when using her telekinetic powers.
  • In the Dungeons & Dragons game in “The Vanishing of Will Byers”, Will uses fireball against the Demogorgon, possibly foreshadowing Nancy, Jonathan, and Steve setting the Demogorgon alight in “The Upside Down”.
  • The twin toddlers who portray Holly Wheeler, as well as Millie’s younger sister Ava, were initially frightened by the practical Demogorgon suit. To calm them down, a crew member told them that it was a benevolent monster from the Disney/Pixar film Monsters, Inc.
  • If one looks closely, it can be seen that the shot of the Demogorgon attacking Barb in “The Weirdo on Maple Street” was reused in “The Monster”, when the Demogorgon notices Eleven’s presence. This was possibly done because of budget limitations or time constraints.
  • When asked if the Demogorgon was some kind of plant due to its appearance, Mark Steger responded that it was fair speculation, adding that he feels it’s “more mushroom, which is kind of between plant and animal. ”

For this subject’s gallery, see The Demogorgon/Gallery.

  1. The Duffer Brothers said in an interview that “Obviously something happened to when she destroyed and killed that monster,” effectively confirming its status.
  2. 2.0 2.1 2.2 2.3 2.4 2.5 2.6 “Stranger Things episode 6: How the Duffer Brothers created their monster” Entertainment Weekly. July 20, 2016
  3. “Netflix’s Stranger Things: Shawn Levy interview” Den of Geek!. July 15, 2016.
  4. 4.0 4.1 4.2 “Exclusive ‘Stranger Things’ Art Reveals ‘Upside Down’ Secrets and Barb’s Alternate End” Screencrush. August 22, 2016.
  5. 5.0 5.1 “‘Stranger Things’ Finale: Duffer Brothers Talk Cliffhangers, Death and Season 2” Variety. July 18, 2016.
  6. “Meet the man behind Stranger Things’ terrifying monster” The Verge. August 14, 2016.
  7. 7.0 7.1 7.2 “How ‘Stranger Things’ Built Its Terrifying Monster” Vice. August 9, 2016.
  8. “‘Stranger Things’ Demogorgon: Meet the Man Behind the Upside-Down’s Faceless Monster” IndieWire. August 27, 2016.

Characters in Stranger Things

Major Characters

Recurring Characters

Minor Characters

Creatures & Entities

Chester • D’Artagnan • The Demogorgon • Demogorgon (species) • Mews • The Mind Flayer • Hawkins Tunnel System • Vines • Hospital Creature • Russian Demogorgon

Articles may contain spoilers.

The Upside Down


The Upside Down • The Gate • Hawkins • Hawkins National Laboratory • Public Library • Portals • Hawkins Middle School • Hawkins Tunnel System


D’Artagnan • The Demogorgon • Demogorgon (species) • The Flayed • Hospital Monster • The Mind Flayer • Russian Demogorgon • The Spider Monster • Hawkins Tunnel System • Vines

The Flayed

Billy Hargrove • Heather Holloway • Bruce Lowe • Tom Holloway • Janet Holloway • Doris Driscoll


Joyce Byers • Will Byers • Eleven • Steve Harrington • Dustin Henderson • Barbara Holland • Jim Hopper • Max Mayfield • Bob Newby • Shepard • Lucas Sinclair • Mike Wheeler • Nancy Wheeler


Upside Down Egg • Dungeons & Dragons • The Void • The Keys

Articles may contain spoilers.

Spoilers for Stranger Things Season 3 below. 🚨

  • The third season of Stranger Things premieres on Netflix on July 4, 2019.
  • Fans have had to wait almost two years for the return of Stranger Things, but the cast promises new episodes won’t disappoint; “It’s darker but it’s funnier,” Gaten Matarazzo told the BBC.
  • Season 3’s new monster, which was teased on the show’s official poster, is actually an upgrade of something viewers have seen before.

Fans have been waiting a long time for new episodes of Stranger Things, and the series finally returns to Netflix on July 4—perfectly timed for a holiday binge-watch.

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While everyone’s favorite characters—including Eleven, Mike, Hopper, and Joyce—are set to return, it’s safe to assume the gang will face some new and terrifying creatures in Season 3.

Here, we take a look at all of the monsters we’ve seen in Stranger Things so far, and what fans can expect from new episodes.

Season 1’s major villain was the Demogorgon. With origins in Dungeons & Dragons, the monster features an unmistakably wiry body and a face reminiscent of Jurassic Park’s Dilophosaurus. The Demogorgon’s reign in Season 1 saw the monster abduct multiple people from Hawkins, taking them to the Upside Down and usually murdering them (Justice for Barb!).

Eventually, Eleven defeated Season 1’s monster in a dramatic showdown at Hawkins Middle School.

The Demogorgon makes a cameo at the very end of Season 3, so it’s worth watching past the end credits.

The (original) Mind Flayer

In Season 2, the Mind Flayer preyed upon Hawkins and tried to use Will to cross over from the Upside Down. Will’s time in the Upside Down in Season 1 made him the perfect host for the monster to wreak havoc on the town. And even though Eleven seemingly sealed the gate to the Upside Down at the end of Season 2, the Mind Flayer isn’t really gone—as we saw from the final scene of Season 2, the monster is waiting at the Hawkins Middle School site in the Upside Down.

According to ScreenRant, one of the show’s producers, Shawn Levy, discusses the Mind Flayer in the official companion, Stranger Things: Worlds Turned Upside Down. Per the official companion:

“The Mind Flayer hasn’t lost interest in Hawkins either. The tentacled creature continues to loom near Hawkins inside the Upside Down, and its malevolent influence isn’t absent from the new season. ‘We ended Season 2 with a clear signal that the Shadow Monster was not eliminated, and maybe he’s even identified his foe,’ says Levy. ‘And that darkness, and the battle that it will require, grows in Season 3.'” Stranger Things: Worlds Turned Upside Down $36.00 $19.47 (46% off)

Matt Duffer already told Entertainment Weekly, “Eleven closed the gate, but the Mind Flayer is still alive in the Upside Down.” In Season 3, we see the Mind Flayer come back with a vengeance as it seeks a new host.

The Vines

In both Season 1 and Season 2, whenever the gate to the Upside Down opens, vines or tendrils begin to grow, attempting to burst through from one realm to another. The vines are also able to commandeer humans, which then become hosts for their eggs, which in turn hatch Demodogs. In Season 2, we saw Will return from the Upside Down and cough up a slug, which grew into a Demodog, providing further evidence that all of the monsters are connected.

Courtesy Netflix

In Season 2, Hopper discovered vines growing in tunnels underneath Hawkins, and found that fire was their Kryptonite. The group discovered that trying to destroy the vines had a physical impact on Will, who the Mind Flayer was using as a connection to the real world. This means the vines must be connected to—or, perhaps, a part of—the Mind Flayer.


A descendant of the Demogorgon, Demodogs are mysterious creatures that probably shouldn’t be kept as pets. However, when Dustin discovers one in a trash can in Season 2, he can’t let the little critter go. Though Dustin’s pet started out as a sluglike creature coughed up by Will, it eventually grew into a much bigger creature controlled by the Demogorgon.

Of course, Dustin named his Demodog D’Artagnan (shortened to Dart) and continued to secretly care for it, even after Will had identified it as a slug from the Upside Down. Dustin finally realized Dart was evil after the creature escaped from its tank and ate the Henderson family’s cat, Mews.

Billy Hargrove and the Flayed

What sounds like a really great band name is actually the main focus of Strangers Things 3.

Despite Eleven closing the gate to the Upside Down at the end of Season 2, a darkness is still lurking in Hawkins, and it needs a host. As the trailer’s voiceover teased, “You let us in. And now, you are going to have to let us stay. We’re going to end you. We are going to end your friends. Then we’re going to end everyone.”Though Season 3 begins with Russian scientists using a machine to open up a new gate to the Upside Down, it’s clear from the outset that the Mind Flayer isn’t done with Hawkins just yet.

In the first episode of Stranger Things 3, Billy Hargrove, the town’s resident bully, becomes the Mind Flayer’s new host. What better way to cross over from the Upside Down than with one of Hawkins’ creepiest residents?

While on his way to start an affair with Karen Wheeler (Mike and Nancy’s mom, mind you), Billy has a car crash and is dragged into the basement of a steelworks. Coming to, Billy finds himself in the Upside Down, face to face with an evil version of himself. Once back in Hawkins, Billy’s veins pulse with poison, and it soon becomes apparent that he’s possessed. Furthermore, he has a special mission from the Upside Down: To recruit more hosts to become “the flayed” (would 100 percent watch that band, btw).

Billy kidnaps fellow lifeguard Heather and turns her. Together, they tie up her parents and offer them to the monster. Gradually, more and more members of the community are flayed, and this season’s Mind Flayer takes on an entirely different—and completely disgusting—form.

The Mind Flayer 2.0

Eagle-eyed fans had already noticed that the Stranger Things 3 trailer and official poster, featured an exceedingly creepy new monster. But as it turns out, Season 3’s monster is actually just the Mind Flayer in a new form:


As Billy “flays” new members of the community, the Mind Flayer grows throughout Season 3. Much like zombies in Day of the Dead, the flayed are drawn to the steelworks where their bodies literally melt. Once they’re a puddle on the floor, the Mind Flayer 2.0 sucks up the goo, making itself even bigger in the process. This Mind Flayer is a team effort, and its new form means the Season 3 death toll is seriously high.

As for what the Mind Flayer wants, Billy reveals to Eleven that she’s the target. He tells her that everything the monster does is for her, and that includes attempting to destroy everything close to her. It seems the Upside Down won’t stop until she’s a part of it.

. Amy Mackelden Weekend Editor Amy Mackelden is the Weekend Editor at, where she writes about entertainment, celebrity news, beauty, and fashion.

Warning: Stranger Things spoilers ahead.

Season three of Stranger Things unsurprisingly had its fair share of creepy creatures, adding to the growing list of slimy friends. It can get a little confusing, honestly, so, to ease you through your season three withdrawal, or to help make sense of all of the monsters as you make your way through the show, I’ve got a breakdown of everything in Hawkins that might keep you up at night.

The Mind Flayer


Nope, that’s not a giant spider (which honestly sounds even more terrifying than the Mind Flayer), that’s just a giant Shadow Monster that can take over people’s bodies in order to cause destruction to Hawkins (OK, I think I would prefer it to be a giant spider).

The Mind Flayer rules the Upside Down, but it has come to Hawkins with one goal: to kill Eleven, the only one who has the power to destroy it. Of course, the Mind Flayer also just wants to wreck havoc on mankind, because it’s evil and all.

In order to do this, the creature takes over people’s bodies, like he did with Will in season two and Billy in season three. When the Mind Flayer is done with one of these bodies, they decompose into goo and become part of the larger monster.

At the end season three, we see the Mind Flayer die in the Starcourt Mall after Joyce Byers is able to close the Russian’s gate to the Upside Down, but it’s unclear if this is truly the end of the Mind Flayer, or if he will be back for more flaying is season three.

The Demogorgon


But, the Mind Flayer doesn’t do all this work alone. It has the demogorgon. A race of terrifying, Venus fly trap-looking monsters that follow the orders of the Mind Flayer. Because of that, they aren’t as intelligent as their boss, but they do have an incredible sense of smell, bulletproof bodies, and they aren’t afraid to kill.

In season one, a demogorgon made it’s way into Hawkins, kidnapping people and bringing them to the Upside Down, and sometimes killing them (RIP Barb). In season two, we see different stages of the demogorgon, like Dart, who Dustin takes in as a pet, of course until he killed Mrs. Henderson’s pet and revealed himself to be a member of the murderous species.



Let’s talk about Dart a little more. Also know as D’Artagnan, Dustin adopts the little creature after finding him while out trick-or-treating in season two. Things were going fine until Dart ate Mews, Mrs. Henderson’s cat. This, of course, made Dustin realize that his little friend was actually pretty dangerous and even possibly a demogorgon.

While at one point, Dart joins in on an attack with other demogorgons against some of the kids, in the end, he helps Dustin and the rest of the group escape the underground tunnel, proving that he may be a demogorgon, but he can also be man’s best friend. Unfortunately (or fortunately, depending on how you look at it), Dart dies after Eleven successfully closes the gate to the Upside Down at the end of season two.



Vines might not seem like a monster, but the ones in the Upside Down are pretty dangerous. Also know as tendrils, the vines grow throughout the Upside Down, making their way into the underground tunnels as well.

They seem to have a mind of their own, as well as the ability to bind and tangle up things. They string up Will in season one, and tangle up Hopper in the tunnels in season two. The vines do have a weakness, though, they don’t like heat or fire. So, if you ever find yourself stuck in a hoard of tendrils, make sure to grab a lighter.

The Hospital Creature


Season three brought one new monster to Hawkins, the Hospital Creature, creatively named because it emerges at the Hawkins Memorial Hospital.

Created from Flayed and deceased bodies, the Hospital Creature, aka the Thrall, attacks Nancy and Jonathan and chases after them through the building. The creature is under control of the Mind Flayer, and it has the ability to shape shift. At one point, when Nancy closes a door on it, it simply melts down and enters through the crack at the bottom.

Luckily, Eleven appears and defeats the Thrall and it eventually slips into a sewer to go back to the Mind Flayer. See ya!

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Carolyn Twersky Assistant Editor Carolyn Twersky is an assistant editor for Seventeen covering celebrities, entertainment, politics, fashion, beauty, and health.