School’s out for summer in Stranger Things Season 3, and there are two places to hang out and beat the heat: Hawkins Community Pool and the newly built Starcourt Mall. It’s time for the teens to work summer jobs while the AV Club is in the midst of summer love. But job stress and teenage hormones strain relationships across Hawkins — for kids and adults alike.
If that were all that was going on, Stranger Things would be a run-of-the-mill drama. Despite the gate to the Upside Down being sealed in Season 2, the Mind Flayer is still wreaking havoc on Hawkins, and he’s got some terrifying new recruits on his side. That’s enough to be concerned about, but the Upside Down has also gone international. The Russians have discovered the shadow dimension and pick up where Hawkins National Lab left off, trying to weaponize the Upside Down.
Hopper (David Harbour), Joyce (Winona Ryder), and the kids just want to move on from the horrors of the past two seasons, but conspiracies and a disturbing horde of rats lead them right back into trouble. Here’s how it all goes down.
The new social hub of Hawkins is the Starcourt Mall, so it’s no surprise that many of our characters hang out there at the start of Season 3. Steve (Joe Keery) works at the Scoops Ahoy ice cream shop with his former classmate Robin (Maya Hawke). He tries (and fails) to find a new girlfriend and lets the members of the AV Club and their girlfriends sneak into summer movies.
That’s right, Mike (Finn Wolfhard) and Eleven (Millie Bobby Brown) are still going strong, eight months after the events of Season 2. It drives Hopper up the wall as he catches them kissing every night and is desperate to force some space between the lovebirds. Lucas (Caleb McLaughlin) and Max (Sadie Sink) are also still together, though their relationship is more on and off than Mike and Eleven’s. Even Dustin (Gaten Matarazzo) returns from camp with a girlfriend. He’s designed an entire radio tower to stay in touch with her in Utah, where she lives with her extremely religious family.
Jonathan (Charlie Heaton) and Nancy (Natalia Dyer) are interning together at The Hawkins Post — Jonathan in photography and Nancy battling a boys-club newsroom determined to keep her fetching coffee instead of reporting. She’s desperate to find a story that allows her to prove herself as a legitimate reporter, but no one at the paper — except Jonathan — is interested in giving her a chance.
Meanwhile, Joyce is still mourning the loss of Bob after he was brutally killed in Season 2. That’s bad news for Hopper, who’s desperately trying to get Joyce to agree to a date so he can convince her not to sell her house and stay in Hawkins. He wants to prove the small town is safe for her and her boys, but when Joyce notices magnets losing their sticking power all over town, she and Hopper get sucked into another Upside Down–adjacent mystery — one that puts everyone’s lives in danger.
The Upside Down is stuck in Nov. 6, 1983 — the night Will disappeared and the first gate between Hawkins and the shadow world tore open. Since then, the dimension has been frozen in that same eerie night — a haunted snapshot of Hawkins at the moment everything changed.
Season 3 starts with a power outage that spreads across the entire town. Afterward, Joyce notices that the magnets on her fridge won’t stay put. The same thing happens at the general store where she works. Instead of meeting Hopper at Enzo’s for dinner, she consults Mr. Clarke (Randy Havens) about what could be causing it. He explains how disruptions in electromagnetic fields can occur, but also suggests that Joyce may be merely noticing a coincidence. Joyce no longer believes in coincidences, given everything she’s seen in Hawkins.
She takes her new findings to Hopper, who’s really peeved she stood him up. Joyce might care, except that Hopper’s magnets aren’t working either! Obviously, if something strange is happening all over town, it must be coming from the lab, right? Joyce insists they check it out. They don’t find anything, but Hopper is ambushed by a Russian assailant (Andrey Ivchenko) who leaves him for dead and then escapes on his motorcycle.
The motorcycle is a big clue that helps Hopper figure out who beat him up, or at least where to start looking. He and Joyce head to City Hall to confront Mayor Larry Kline (Cary Elwes), whom Hopper saw meeting with a man with a motorcycle helmet the day before. After Hopper roughs him up a bit, Larry admits the guy is an enforcer for the people at Starcourt Mall, and he’s been helping them buy up land all over East Hawkins.
Joyce maps out all the properties and discovers they circle the Hawkins power plant. They found nothing at the lab because whatever is causing the electromagnetic disturbance must be coming from one of those places. They find the culprit — a Russian scientist named Alexei (Alec Utgoff) — but before they can question him, the Russian enforcer attacks them. Hopper grabs Alexei and Joyce, and they manage to escape the Terminator-like bad guy. However, Alexei does not speak English, so Joyce and Hopper have to figure out how to get answers out of him about the magnets.
Yes — but Joyce and Hopper aren’t the only ones on the case. Dustin intercepts a Russian radio message from his tower while trying to connect with his girlfriend. Since his friends aren’t interested in his new invention, he takes the recording to Steve. Translating Russian is a lot more interesting than slinging ice cream, at least to Steve’s coworker Robin, so she jumps in to help them with the project.
Steve pieces together that the Russians are connected to the mall when he recognizes the music on Dustin’s tape as the same tune from the mechanical horse in the mall. But it’s Robin who translates the message and breaks its code. The Russians are using the mall shoe store and the Chinese restaurant to smuggle illegal goods into Starcourt. However, they’re heavily armed, and neither Robin, Dustin, nor Steve is small enough to fit in the air duct to investigate the secret Russian storage unit hidden in the mall.
So they recruit Lucas’s little sister, Erica (Priah Ferguson), a daily Scoops Ahoy visitor, to help. She’s small enough to fit through the vent and makes it to the storeroom, letting the trio in from the other side. They confirm that the storage room is full of Russian contraband — including a strange green liquid in a tightly sealed container — but they get trapped while snooping. The room turns out to be an elevator. When they try to leave, they drop many, many stories underground, stuck in the elevator box until Russian workers arrive the next day. From there, Dustin, Erica, Steve, and Robin are able to sneak into the Russian lab under Starcourt and find out what’s really going on beneath their favorite hangout.
That would be great, but it isn’t the case. The particles of the Mind Flayer that possessed Will (Noah Schnapp) in Season 2 never made it back to the Upside Down. Locked out, they’ve been festering in an abandoned steel factory outside of Hawkins since Joyce, Jonathan, and Nancy heated the Mind Flayer out of Will’s body.
The Mind Flayer recruits an army of diseased rats to the steel factory and then makes them explode. The exploded guts of all the rats congeal to form a disgusting, slimy physical manifestation of the Mind Flayer’s shadow monster form.
Enter Doris Driscoll (Peggy Miley), an 80-year-old who spots the problem first. She catches a group of rats feasting on fertilizer in her basement. Her first call is to The Hawkins Post, where Nancy picks up the phone. It’s the story she’s been waiting for, so instead of relaying Mrs. Driscoll’s message to the team, she drags Jonathan out on their lunch hour to investigate. They discover a rat losing its mind in a cage that Mrs. Driscoll used to catch it. Nancy makes some calls and realizes that other pesticides and poisons are missing too, which she thinks is enough to make her case.
It isn’t, and she and Jonathan are explicitly told to drop it. Nancy can’t let it go, forcing Jonathan to go back to Mrs. Driscoll’s for some follow-up questions. This time, they find her eating fertilizer and immediately call emergency services. She’s taken to the hospital while Nancy and Jonathan are fired for disobeying direct orders to drop the story.
Nancy is redefining the meaning of intrepid because she still can’t let it go, even after they are fired. She pretends to be Mrs. Driscoll’s granddaughter to visit her at the hospital. Mrs. Driscoll starts having a fit while Nancy is copying notes from her medical chart, and Nancy recognizes the same dark veins creeping up Mrs. Driscoll’s neck and face that took over Will shortly before the Mind Flayer was expelled from his body. It’s all Nancy needs to confirm: The Mind Flayer is back.
It means Mrs. Driscoll is one of the Mind Flayer’s new hosts. That’s right, the shadow monster — or more accurately, the rat-guts monster — is learning from past mistakes. Why settle for one host, especially a small boy, when you can spread your influence throughout all of Hawkins?
The Mind Flayer actually starts with Billy (Dacre Montgomery). It physically crashes his car as he drives past the abandoned steel factory, then drags him down to the basement. Once Billy is taken over, the Mind Flayer uses him to get to Billy’s fellow lifeguard, Heather (Francesca Reale). The two team up to bring Heather’s parents — including her dad, The Hawkins Post editor, Tom (Michael Park) — to the Mind Flayer. And so the dominoes fall: The Mind Flayer spreads through more people, as each new host brings more victims to the gross monster.
Eleven is the first to notice that something’s off with Billy. She spies on him using her powers when she and Max get bored checking in on Mike and Lucas. This is what girlhood looks like when one of you has superpowers! Eleven sees Billy kneeling over Heather’s body just before the Mind Flayer takes her, though she doesn’t see the full monster.
She and Max investigate but can’t actually confirm that Billy is being weirder than usual. That’s where Will comes in. He gets in a fight with Lucas and Mike when they blow off his D&D campaign to complain about the girls, and he blows off some steam at Castle Byers. He feels the sinking, cold feeling of the Mind Flayer’s presence just as Lucas and Mike apologize for being crappy friends. They immediately loop in Max and Eleven, who share their concerns about Billy.
The combined crew devises a plan to test if Billy’s actually under the Mind Flayer’s control. They trap him in the pool sauna after his lifeguard shift and turn up the heat. Will feels the Mind Flayer activate as Billy breaks through the sauna door and attacks Eleven. She manages to fight back, throwing Billy through a brick wall — forcing the Mind Flayer back into dormancy. The kids escape, but now they, too, know for certain: The Mind Flayer has returned to Hawkins.
The morning after Mrs. Driscoll’s hospital episode, Nancy calls Jonathan, and they meet in the Wheeler basement with Will and the AV Club (minus Dustin, still stuck in the Russian lab with Steve, Robin, and Erica). They confirm Mrs. Driscoll’s hospital episode occurred at the same time the kids trapped Billy at the pool, which means they both are “flayed” — the new term for being under Mind Flayer control. Nancy connects it all to Tom Holloway when Eleven mentions seeing Billy with Heather in the psychic space.
The whole crew goes to the Holloways’ and finds evidence of where Billy and Heather attacked Heather’s parents. It’s obvious they were attacked at the house, but then taken somewhere else to actually be flayed. The only way to trace it is to go back to the hospital and hope Mrs. Driscoll can help.
Unfortunately, Mrs. Driscoll isn’t at the hospital when Nancy, Jonathan, and the kids arrive. She’s “gone home,” or at least that’s what Evil Tom says when he corners Nancy and Jonathan in Mrs. Driscoll’s room. He’s joined by Bruce (Jake Busey), also flayed, and the two attack Nancy and Jonathan. The teens manage to “subdue” their former bosses. It would be considered murder if Tom and Bruce weren’t part of the Mind Flayer. After they’re put down, their bodies melt into Upside Down goo, which then coalesces into a smaller — but still gross and terrifying — version of the Mind Flayer, right there in the hospital. Time to run, folks!
Yes, they do. But so does the Mind Flayer.
The monster goes on the attack, but Will can feel its presence. The kids go to find Nancy and Jonathan, and end up saving them from the monster. Eleven uses her powers to throw the monster around, but it’s not enough to actually kill it — even when she throws it out the hospital window. The kids rush outside to help Eleven finish the job, but the Mind Flayer is already melting down and seeping into a nearby storm drain. This thing is a combination of the Terminator from Terminator 2: Judgment Day and the blob. It can morph and slink away whenever it chooses.
Eleven’s heroics allow Jonathan and Nancy to leave the hospital too, but a battle is brewing. Billy and Heather wait for the goo in the sewer and ominously declare, “It’s time.”
Not directly. The Russians know about the Upside Down and are working on a power-guzzling laser that will reopen the gate Eleven closed in Season 2. That’s what Dustin, Steve, Robin, and Erica discover as they try to escape the underground Russian lab. It doesn’t take long for the Russian guards to realize a group of kids has infiltrated their top-secret lair. Robin and Steve let themselves get caught so the younger kids can escape.
Dustin and Erica don’t go far. They find an escape cart and a high-powered electric shocker, so they circle back to rescue Steve and Robin, who are undergoing some light torture. The kids manage to get the teenagers free, and together they flee the lab to warn the others that the Russians are opening the gate.
At the same time, Hopper and Joyce discover the Russian gate project when they take Alexei to see Murray (Brett Gelman), the conspiracy theorist investigative journalist from Season 2. Murray speaks Russian and translates Alexei’s answers about the electromagnetic field and what his team is doing beneath the mall. Hopper calls for reinforcements, and the adults race back to Hawkins to save the kids before the Russians succeed in opening the gate.
The flayed move forward with their plan long before Hopper and Joyce make it back into town. (To be fair, they’re returning while also being stalked by a scary Russian mercenary.) Billy sets a trap for Eleven in his mind. She finds him sitting in his room and goes deep enough into his memories to find where the Mind Flayer is hiding. But the mental pipeline works both ways: Billy sees where Eleven and her friends are, just as she sees how he became one of the flayed.
If the crew thinks they can save the flayed, it’s already too late. The Mind Flayer summons all of its minions — except Billy — back to the factory, where they melt into goo and reform into the monster’s full size. Then it heads to Hopper’s cabin to hunt down Eleven and her friends.
Eleven, Nancy with a shotgun, and Jonathan with an axe make up the front line as they defend against the Mind Flayer. Eleven takes out multiple Mind Flayer limbs, but the monster grabs her with its giant tongue. Mike and Max grab Eleven to keep her in the cabin while Nancy shoots at the monster’s mouth. Lucas hops in with Jonathan’s dropped axe and manages to sever the tongue, but the Mind Flayer still gets its hooks in Eleven’s leg just before she splits its head apart.
The monster is stunned, giving the group enough time to get in Nancy’s car and drive away. They hole up in a convenience store to clean Eleven’s wound, and Mike finally receives Dustin’s code red message over the walkie-talkie. The signal is garbled because Dustin’s device is low on batteries, but Eleven psychically traces him. The crew heads out to save their missing party member.
They make it out of the lab, but not the mall. Robin and Steve are drugged with truth serum while in Russian custody, which basically turns them into babbling toddlers. The Russians also confiscate Steve’s car keys, leaving Dustin and Erica stranded with no way to get them out — hence Dustin’s 911 call over the walkie-talkies. Dustin calls for help, but when he returns to the movie theater where he and Erica stashed Steve and Robin, he discovers they’re missing.
That’s Dustin’s wish. He’s the No. 1 Steve-and-Robin shipper and is constantly pushing his older BFF to ask her out. Steve ignores this advice, but even “The Hair” Harrington can’t deny their chemistry — especially after surviving Russian interrogation together.
Throwing up together is a sign of a genuine connection. That’s exactly what Robin and Steve do after escaping the movie theater. It helps sober them up, but the truth serum isn’t completely out of their systems. Steve, who has been bombing with girls lately, lays a pretty sweet speech on Robin about how he’s grown to appreciate her over the summer. He admits she’s the reason he’s no longer pining for Nancy Wheeler, and he regrets not getting to know Robin when they were at Hawkins High together. It’s a very sweet confession.
It might have worked on any other girl, but Robin replies with her own confession. She wasn’t obsessed with Steve in high school because of a crush on him. She was obsessed because her crush, Tammy Thompson, was obsessed with Steve. Steve’s confused at first, until it clicks: Robin is telling him they can’t be together because she’s a lesbian. To Steve’s credit, he doesn’t react harshly. Instead of sulking, he makes fun of Tammy Thompson’s singing — which makes Robin laugh and confirms that the two will remain good friends after the madness is over. Steve immediately accepts her and cements the genuine care and connection between the two, even if it isn’t romantic.
Not yet! Dustin and Erica finally track them down in the bathroom, and the quartet tries to make a break for it, but Russian guards are blocking all the mall exits. The guards clear out shoppers when they spot the kids trying to leave, forcing the foursome to hide somewhere in the mall. They’re seconds from being found before a display Chrysler LeBaron flies across the food court, taking out the guards. It’s Eleven who throws the car, arriving with the rest of the group just in time to save Dustin and the others.
Dustin and Steve fill them in on the Russians working in the mall, but there’s no time to explain the Mind Flayer’s return — because Eleven suddenly collapses. Remember how the Mind Flayer grabbed her leg back at the cabin? The wound is now infected — and worse, Billy uses the spilled blood at the supermarket — also tainted with Mind Flayer cells — to track everyone to the mall.
Hopper and Joyce mistakenly believe the kids are at the Hawkins Fourth of July fair, so they stop there first when they get back to town. They look for the kids while Murray and Alexei explore the fair, but Joyce and Hopper are spotted by Mayor Kline, who calls in the Russian assassin.
Sweet, precious Alexei only has time to play one game of darts — and Murray barely orders two corn dogs — before the assassin shows up. The assassin shoots Alexei in the chest for being a traitor, then heads off to find Hopper and Joyce. Murray tries to find help, but Alexei dies before he can get medical attention. Alexei becomes this season’s sacrificial lamb. He wanted to help Hopper and Joyce shut down the Russian machine and hoped his heroics would help him earn American citizenship so he could continue drinking cherry Slurpees and watching Looney Tunes.
The adults don’t even have time to mourn because the assassin is on their trail. Hopper gives Joyce his car keys so she and Murray can pull the car around back while he diverts the assassin into the fun house. He uses the optical illusions in the fair ride to get the upper hand and escape his attacker, then hops in the escape car as Joyce and Murray pull up behind the fun house. A Russian message over the walkie-talkie in the car reveals that “the children” are still stuck at the mall, so the adults head there to help with the final battle.
Like every Stranger Things finale, there are multiple parts to the plan. The adults arrive at the mall just after Eleven physically removes the remaining traces of Mind Flayer from her infected leg. They trade notes with the kids: The primary Mind Flayer brain is still in the Upside Down, controlling Billy and the other flayed because the gate is partially open. Joyce, Hopper, and Murray take on the job of closing the gate using Alexei’s notes. They need all three adults to fully destroy the machine, not just turn it off. Dustin and Erica will guide them using Cerebro (Dustin’s radio tower) so they’re far away from the mall.
The rest of the kids are supposed to head to Murray’s house to protect Eleven because Billy makes it clear the Mind Flayer is after her specifically. Once the gate is closed, the Mind Flayer will be cut off from its body-goo zombie, and Hawkins can finally return to normal.
That would be pretty anticlimactic. Billy gets to the mall before they can escape and removes the ignition cable from Nancy’s station wagon, stranding them. They retreat back to the mall to hide until they can find another ride. Unfortunately, the adults are underground at the Russian lab, and the Scoop Troop — Robin, Dustin, Erica, and Steve — are across town at the radio tower. Plan B: Grab the ignition cable from the wrecked car Eleven used to kill the Russian guards, fix the station wagon, and get out. They manage to get the cable, but not before the giant Mind Flayer goo monster shows up.
From their perch at the top of Hawkins, the Scoop Troop sees the Mind Flayer lighting up the mall — and confirms the other kids are in trouble when no one picks up Dustin’s radio message for help. Robin and Steve immediately head back to the mall while Dustin and Erica continue guiding the adults through the lab.
Since the monster is specifically after Eleven, the kids split up, with Mike and Max helping to carry a still-injured Eleven away. Lucas distracts the monster with his wrist rocket, and then the crew makes a run for it. They get the ignition cable working, but Billy is waiting in the parking lot, ready to run them over. Nancy uses her sharpshooter skills to slow him down, but it’s Steve and Robin who save the day — ramming their car into Billy’s before he can take out Nancy, Jonathan, Lucas, and Will. They all get in the station wagon and race away as the goo monster follows in hot pursuit.
Yes, and the goo monster thinks she’s in the car with the teens. The Mind Flayer doesn’t realize she isn’t there until Mike and Max are dragging Eleven out of the mall, just as Billy regains consciousness. When Billy spots the trio, they run back to the mall, with the Mind Flayer U-turning back to Starcourt too. Billy pursues the trio into the mall’s back corridors, quickly knocking out Mike and Max so he can take Eleven back to the food court to be flayed.
The adults make it down to the lab. Murray’s fluent Russian and Hopper’s shotgun get them into the heart of the facility — but Murray’s notes on Planck’s constant are wrong, giving them the incorrect code for the keys to shut down the gate-opening laser. Murray misremembered the famous equation, and it’s not like anyone is free to go look it up while trapped in a bunker or running from a giant monster.
Luckily, Dustin knows someone with the answer, and he’s already at his high-powered radio. He calls in his girlfriend, Suzie (Gabriella Pizzolo), who is very real and also very peeved that he hasn’t contacted her in over a week. She makes him serenade her with “Never Ending Story” — not knowing they are sharing the frequency with literally everyone in the group — before she’ll give him Planck’s constant. Turns out Dustin has the voice of an angel, and the two knock out a showstopping duet before Suzie reveals Planck’s constant. Hopper uses the correct numbers to unlock the Russian safe and get the keys they need to blow up the machine.
Of course, that’s not all there is to it. The Russian assassin meets Hopper and Joyce in the control room. He and Hopper get into another fight, leaving Joyce without a second person to turn the second key, so she can’t turn off the machine.
It comes very close. The teens, Lucas, and Will double back to the mall when they realize the monster isn’t chasing them anymore. They use the fireworks from the supermarket to destabilize the monster, giving the adults more time to figure out how to close the gate.
Meanwhile, Billy is keeping guard over Eleven. She’s able to use the memories of him and his mother playing on the beach that she saw in his head when she was looking for the Mind Flayer’s hub. Eleven gets through to the real Billy by reminding him of a happier childhood with the woman he clearly adores. He blocks out the Mind Flayer’s control as the fireworks run out and sacrifices himself to the monster before it can get to Eleven.
Hopper eventually manages to overcome the Russian and throws the giant man into the whirring laser, eviscerating him. The downside: The evisceration causes an electric field to spark between Hopper and Joyce in the control room, so he can’t get back to her and help turn off the machine. Joyce ties the strap of Hopper’s machine gun to one key and extends her arm to reach the other key. She can shut the machine down, but doing so will kill Hopper, trapped beside the unstable laser. If she doesn’t turn the key soon, the monster will get to Eleven.
The two share a meaningful look, and Hopper tells her to turn the keys. He knows it means they’ll never make it to their date at Enzo’s, but it will protect Eleven and the rest of the kids. Joyce tearfully turns the keys. The laser blows up. The gate closes once more. The monster collapses in the food court next to Billy’s corpse, before it can flay Eleven. The day is saved — for now.
Dr. Owens and the troops show up just in time for cleanup duty. They shut down the Russian lab and spin a cover story: Starcourt Mall burned down. The story makes national news, with headlines wondering if Satanism has cursed the small Indiana town, a big tease for Stranger Things Season 4.
Hopper is … not in Hawkins anymore. We don’t actually see him eviscerated when the lab’s laser blows up, but there’s no trace of him after Joyce turns the keys. However, a mid-credits sequence reveals the Russians are keeping an American prisoner in their Kamchatka facility — a tease that gives fans hope. For now, Joyce and the kids believe Hopper is dead.
Eleven gets a bit of closure when Joyce finds Hopper’s draft of the “heart-to-heart” he planned to have with her and Mike to get them to stop making out in his cabin. It reveals how Hopper has truly adopted Eleven as his daughter, and the reason her relationship with Mike bothers him so much is because it means she’s growing up — and away from him. Hopper hates talking about his feelings, but the letter gives Eleven undeniable proof that the Hawkins chief of police truly loves her. It makes his sacrifice to save her feel all the more bittersweet.
Joyce considers moving from Hawkins throughout Stranger Things Season 3. Hopper’s disappearance becomes the final straw that pushes her to go through with it. The entire crew helps the Byerses pack up their house. Joyce, Jonathan, Will, and Eleven are moving to California to get away from the constant evil. Eleven is also struggling with her powers since the Mind Flayer infected her leg. She can’t even pull a teddy bear off a high shelf while packing, making her — and everyone else she protects — more vulnerable to attacks from the Upside Down.
This won’t be the last Hawkins sees of the Byerses and Eleven, though. Will implies that a visit back to Indiana is impending as Mike helps him pack his D&D books into a donation box. Mike also promises to visit for Thanksgiving. The party will be staying together, but for now it’s a long-distance relationship.
The gate is closed, but the mid-credits sequence also reveals that the Russians have a pet Demogorgon in their prison. They feed it prisoners to keep it sated. But Demogorgons can’t live without a connection to the Upside Down — meaning the Russians must have another gate or some other way to power the beast. Translation: Unfinished Upside Down business remains.
Need a refresher before returning to Hawkins one last time? Check out our Season 1, Season 2, and Season 4 recaps.
Stranger Things Seasons 1–4 are now streaming on Netflix. Stranger Things 5 will release this fall: four episodes on Nov. 26, three episodes on Christmas, and the finale episode on New Year’s Eve.
