The Stranger Things spider monster: the Mind Flayer and its flesh form
Creatures · Seasons 2 and 3 · The Mind Flayer
The “spider monster” of the show is the Mind Flayer: an immense many-legged shadow, glimpsed by Will above Hawkins in season 2, then a monster of flesh and bone assembled in the Starcourt mall in season 3. Here is what it is, in its two forms, and why destroying it is not enough.
The essentials
- Form 1: the spider-shadow of the Upside Down (Season 2)
- Form 2: the Starcourt flesh monster (Season 3)
- Name: Mind Flayer, the name Dustin gives it
- Master: Vecna, revealed in Season 4
Contents
The shadow above Hawkins
In fall 1984, Will sees, in his “episodes,” a gigantic form above the town, in a red sky: a faceless body, legs like tentacles, a storm for a coat. He draws it, Bob understands that his drawings form a map, and Dustin gives it a name taken from Dungeons & Dragons: the Mind Flayer, a creature that enslaves minds.
You do not fight the shadow: it enters Will, possesses him, and sees through his eyes. It also commands the tunnels and the demodogs. Season 2 ends when Joyce drives it out of Will's body with heat and Eleven closes the gate, leaving the shadow on the other side, still alive, in the last image.
The Mind Flayer T-shirt, shadow included.
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The Starcourt flesh monster
In 1985, a share of the shadow stayed in our world, in the abandoned Hawkins steelworks. It possesses Billy Hargrove, then, through him, dozens of inhabitants, whom it melts to build itself a body. The result is a creature of flesh, teeth, and limbs, that grows with each victim and ends up occupying the hall of Starcourt.
That form can be fought: Eleven tears a piece from it, the group bombards it with fireworks, Billy sacrifices himself to hold it, and it dies when Joyce and Hopper cut the Russian machine, which closes the gate and breaks its link with the Upside Down.
| Form | Season | What she does | How she is defeated |
|---|---|---|---|
| Shadow-spider | 2 | Possesses Will, commands the tunnels | Expelled by heat, locked behind the gate |
| Flesh monster | 3 | Merges the Flayed, attacks Starcourt | Dies when the Russian gate is closed |
Who commands the spider
Season 4 changes the reading: the shadow is not the queen of the Upside Down but an instrument. When Eleven throws Henry Creel into the other world in 1979, he finds a swarm of particles there, shapes it into a spider form in his image, and uses it to command every creature. The Mind Flayer is Vecna's hand, not his brain.
That is why destroying it is never enough: as long as Vecna exists, the shadow can be recomposed. The final battle of the show is therefore fought against him, and not against the spider.
Why a spiderThe motif comes back with the character from childhood: Henry Creel collected spiders, black widows included, and describes them as the most perfect creatures. The form he gives the shadow is a self-portrait.
What to keep
The “spider monster” is therefore not one monster but two: a shadow that possesses, a body that devours. Both obey the same rule as every creature on the show: cut the link with the Upside Down, through a closed gate or a master hit, and the monster falls. That is what the group understands in 1985, and what it applies on a larger scale in 1987. For the first, the page dedicated to the Mind Flayer details every appearance; for the second, our article on Starcourt tells the battle of July 4, 1985.
The spider from the Abyss: the true form, in 1987
The last season finally gives the spider shadow its physical form. In the last chapter, Henry's lair, in the Abyss, turns out to be the entity's very body: a colossal spider that rises and attacks the group that arrived by the radio tower. What Season 2 showed in silhouette above the middle school, and Season 3 as an assembly of flesh, appears in 1987 as a whole creature, made of the same matter as the Upside Down.
Nancy draws it into the right position, the group weakens it with fire and explosives, and Eleven enters the monster to face Henry. Will tears off an arm, Eleven runs him through, Joyce beheads him. Then Hopper and Murray's bomb, set on the exotic matter, destroys the Upside Down. The spider dies with him.
The flesh-monster figure, in a less slimy version.
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Where the spider comes from: the briefcase
The last chapter answers the question asked since 1984: what is that shadow? In the mine memory that Holly and Max had cracked open in episode 6, Henry, as a child, kills a wounded man and opens his briefcase. Inside, a fragment of the entity. That is the fragment that corrupted him, long before Hawkins, long before Brenner.
Will begs him to destroy that fragment; Henry refuses and declares that they are one. The shadow of 1984, the flesh monster of 1985, the sorcerer of 1986 and the spider of 1987 are therefore the successive forms of a single thing, and Henry is both its host and its face. Matt Duffer had promised that the finale would say "who the true evil is"; the answer is a briefcase.
The four forms, in one table
| Year | Form | What she does | How she is defeated |
|---|---|---|---|
| 1984 | The giant, spider-like shadow above Hawkins | Possesses Will, drives the demodogs, digs the tunnels | Heat to free Will; the gate closed by Eleven |
| 1985 | The flesh monster, assembled from the possessed | Recruits through Billy, grows at the steel mill, attacks Starcourt | The fireworks, Billy's sacrifice, the Russian gate closed |
| 1986 | The sorcerer, through Henry's body | The curses, the four rifts | Burned by Nancy, Steve, and Robin; wounded, not dead |
| 1987 | The spider from the Abyss, the entity's body | Abducts the children, merges the worlds | The fire, the explosives, Joyce's axe, the bomb |
How the show showed it, from a silhouette to a body
For three seasons, the entity only existed in negative. In 1984, it is a shadow reared in a storm sky, seen from far away from the football field or in low angle above the middle school, and above all drawn by Will on dozens of sheets that Joyce assembles into a map. In 1985, it takes a borrowed body, made of rats then of melted humans. In 1986, it does not appear: Vecna occupies the screen, and the shadow stays in the clouds of the Upside Down.
The last chapter changes scale. The spider of the Abyss is filmed up close, with limbs, a mouth, an inside where Eleven faces Henry. The Duffers had saved that reveal for the end, with Eleven's doubt about a happy ending, because it overturns the reading of every season: what the children called the Mind Flayer, after a role-playing monster, never had a name, and never will.
All the creatures of the Upside Down are in the shop.
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Frequently asked questions
What is the Stranger Things spider monster?
The Mind Flayer, a giant many-legged shadow that dominates the Upside Down from Season 2, and whose flesh version attacks Starcourt in Season 3.
Are the flesh monster and the Mind Flayer the same thing?
Yes: the flesh monster is the body the shadow assembles in our world, by fusing the inhabitants it has possessed.
Who controls the Mind Flayer?
Vecna, alias Henry Creel. Season 4 reveals that he shaped the shadow on arriving in the Upside Down, in 1979.
How does the Starcourt monster die?
When Joyce and Hopper close the Russian gate under the mall: deprived of its bond with the Upside Down, the body collapses.
Is the 1987 spider the same monster as the 1984 shadow?
Yes: the last chapter shows that Henry's lair in the Abyss is the very body of the entity, of which the shadow of 1984 and the flesh monster of 1985 were forms.
What was in the mine briefcase?
A fragment of the entity, which Henry opened as a child after killing the man who carried it. It is the origin of his corruption, and the answer to the question of the "true evil."