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"Chapter Three: Holly, Jolly" is the third episode of Stranger Things and the third episode of the first season. It was written by Jessica Mecklenburg and directed by Shawn Levy. It premiered on Netflix on July 15, 2016 along with the rest of the season.


An increasingly concerned Nancy looks for Barb and finds out what Jonathan's been up to. Joyce is convinced Will is trying to talk to her.


Holly Jolly S01-E03 SS 002

While Nancy Wheeler loses her virginity to Steve Harrington, Barb Holland awakens in a waterless, dark version of Steve's pool, every surface covered in fleshy black vines. The figure that took her there pursues her as she tries to climb out, calling Nancy's name (which Nancy believes she hears momentarily) before being pulled back into the pool and going silent.

Nancy leaves Steve asleep and goes home, where an anxious Karen Wheeler confronts her. Nancy tries to play it off, despite Karen noticing her wearing Steve's sweatshirt. Jonathan Byers awakens to find Joyce talking to Will in his room, but realizes she is talking to an assortment of lights, making Jonathan watch as she asks Will to flicker one for her, which it does. Jonathan insists it is the erratic electricity and begs her to get some sleep before leaving.

Mike Wheeler, Dustin Henderson, and Lucas Sinclair discuss "Operation Mirkwood", a plan to find Will and save him from the Demogorgon. Lucas has brought his father's army supplies from Vietnam and a Wrist Rocket slingshot, and Dustin has brought food. Dustin and Lucas argue over the validity of a nearby Eleven's powers, and Dustin tries to get her to make Mike's Millennium Falcon toy float with no success. Before leaving for school, Mike tells Eleven to meet the boys by a set of nearby power lines at 3:15. Not understanding the concept of telling time, Eleven is given Mike's watch to help. At Hawkins High, Nancy notices people are staring at her in the hall, but Steve insists he did not tell anyone about the previous night. She also notices Barb is missing from class.

Holly Jolly S01-E03 SS 003

Eleven and the Coca-Cola can

Home alone, Eleven levitates the Falcon before wandering around Mike's house, ending up in front of the TV. As she flips through the channels, she comes across a Coca-Cola commercial and has a flashback to Martin Brenner ordering her to crush a can with her mind, which she does to his approval. Joyce buys several strings of Christmas lights from Donald Melvald and rigs her house up with them, hoping Will will communicate with her through them.

S1E3-Hopper persuading the guard

Police arrive at Hawkins National Laboratory

Jim Hopper is granted permission to examine Hawkins National Laboratory, checking out the other end of the drainage pipe found in the woods. The security footage of the night Will disappeared shows nothing out of the ordinary, but Hopper remembers it rained that night and there was no rain present on the footage, concluding that he is being lied to. In the lower levels of the lab, Brenner watches as his men install a pulley system in front of the fissure. Eleven explores Nancy's room and stares at her mirror, adorned with pictures of herself and Barb. At lunch, Nancy asks Steve if he saw Barb leave, which he did not. She and Jonathan lock eyes briefly.

As the boys collect rocks for the Wrist Rocket, Lucas teases Mike about his apparent crush on Eleven until they are interrupted by Troy Walsh and James Dante. They taunt Will and make insulting assumptions about his sexuality, and trip Mike when they leave, making him hit his chin on a rock. Developing the photos he took, Jonathan's photo of Nancy in her bra is noticed by a classmate in the photo lab. Hopper and Calvin Powell comb the library's archives for articles on Hawkins Lab, finding several about alleged human experimentation, Project MKUltra, and Brenner's connection with a woman named Terry Ives, claiming Brenner took her daughter.

S1E3-Steve breaking Jonathan's camera

Karen visits Joyce with her toddler daughter Holly to check in on her. The Christmas lights flicker and Holly follows them to Will's room. Just as the wall starts to contort again, Joyce pulls her out of the room, and frantically asks Holly what happened when she references having seen something. Karen and Holly leave, the former off put by Joyce's behavior. Nancy calls Barb's mother and finds that Barb is not home. Steve, Nicole, Tommy Hagan, and Carol Perkins confront Jonathan over the pictures. As Nancy arrives, Carol shows her the pictures before Steve tears them up and breaks Jonathan's camera. Nancy notices a picture of Barb on the ground and hastily grabs the torn-up pieces before leaving.

As Eleven waits by the power lines, she notices a cat. She flashes back to Brenner ordering her to kill a cat with her powers. She refuses, and Brenner orders her locked in her cell again. She kills the two guards carrying her before they can shut her in and collapses, and Brenner praises her before carrying her away. The boys arrive, and she rides double on Mike's bike away. In the woods, she notices Mike's chin, and tells him that "friends don't lie" when he tries to pass it off. He explains Troy and James, not wanting Eleven to think he is a loser, but she insists that she understands.

Holly Jolly S01-E03 SS 006

Joyce Byers communicating with Will

Nancy searches around Steve's backyard for any clues that may lead to Barb, and is stalked by a shadowy figure that causes her to flee in terror. She confesses to Karen that she is worried about Barb, and that she thinks she is in danger. The Christmas lights begin to blink and leads Joyce to a large string of them. When she asks if they are Will and he is present, they light up. Will confirms through the lights that he is alive, but not safe. Realizing she cannot communicate with him beyond yes or no questions, she paints the alphabet on a wall and sets up the lights so Will can spell out words.

Holly, Jolly

Hopper and Powell debate the validity of the articles, and Hopper theorizes that Will may have seen something related to the Lab that he should not have. He gets a call on his radio that causes the two to drive off quickly. Eleven leads the boys to the Byers house, explaining that Will is hiding in the area. Enraged, Lucas and Mike argue until Dustin notices several police cars speeding by. Will tells Joyce through the lights that he is "right here" before suddenly telling her to run as the lights start to blink. The wall distorts again and the Demogorgon bursts out of it, a giant humanoid creature with no face and grey skin.

Holly Jolly S01-E03 SS 007

Will Byers' body being retrieved from Sattler Quarry.

The boys and Eleven follow the police to Sattler Quarry, where they watch in horror as Will's body is pulled out of the water. Enraged that Eleven claimed he was alive, Mike shouts at her before biking off. Mike returns home in tears and hugs his mother, unable to say what is wrong. Fleeing the house, Joyce comes across a returning Jonathan, and she embraces him as police sirens speed towards them.



Also Starring




  • "Waiting for a Girl Like You" by Foreigner - First song as Nancy loses her virginity with Steve.
  • "We Wish You a Merry Christmas" by Joel Evans & Friends - Joyce goes to town to buy more Christmas lights.
  • "Brahm's Lullaby" by Johannes Brahms - Eleven opens up a music box while exploring Nancy's room 
  • "Heroes" by Peter Gabriel (cover of David Bowie) – Hopper and the kids find out what has been discovered at the lake.

Original score

  • "You Can Talk to Me" - Nancy talks with Karen after arriving home.
  • "Lamps" - Joyce tries to tell Jonathan that Will is communicating through the lights.
  • "A Kiss" - Nancy and Steve talk in front of Nancy's locker.
  • "Lay-Z-Boy" - Eleven decides to explore Mike's house.
  • "Papa" - Brenner carries Eleven down a hallway after she kills the two guards.
  • "Eleven" -Eleven closes the music box and looks at Nancy's photos.
  • "Hanging Lights" - Joyce hangs Christmas lights around her house to communicate with Will.
  • "Night of the Seventh" - Hopper and the agents watch the security footage.
  • "See Any Rain?" - Hopper notices there wasn't any rain on the security footage and suspects the agents are lying.
  • "One Blink for Yes" - Joyce communicates with Will through the lights.
  • "Where's Barb?" - Nancy investigates Steve's house in search of Barb.
  • "Dispatch" - Hopper and Powell head to the quarry.
  • "Let's Go" - The party begins to follow the passing police cars.
  • "Breaking and Entering" - Everyone makes their way to the quarry.

Influences and references

See also: Influences & references


  • Descent from Xanadu (1984)
    • Nancy has the book in her locker at Hawkins High, though this is anachronistic, since the book wasn't released until 1984.


  • The Wizard of Oz (1939)
    • When Hopper, Callahan, and Powell arrive at Hawkins Lab, Powell refers to it as "Emerald City".
  • Star Wars: Episode IV - A New Hope (1977)
    • Mike owns a Millennium Falcon that Dustin tries to make El levitate with her powers, but she only does so when she's alone.
  • Close Encounters of the Third Kind (1977)
    • Joyce's reluctant embrace of the supernatural is an homage to the protagonist of the film. Roy Neary, an everyday blue collar worker in Indiana, whose life changes after an encounter with an UFO and becomes swept up in understanding the meaning of it.
  • Poltergeist (1982)
    • Holly witnessing the light show in Will's room and the arrival of the Demogorgon mirrors Carol Anne witnessing the unexplained activity happening in her home.
    • Joyce communicating with Will through the lights is a direct homage to Diane and Steven communicating with Carol Anne through their television set.
  • A Nightmare on Elm Street (1984)
    • The death of Barb mirrors the death of Tina, as it causes both Nancy Thompson and Nancy Wheeler to discover the true killer behind their friend's death.
    • The Demogorgon reaching out for Holly mirrors Freddie Krueger pouncing on his victims in his sleep.


  • Ronald Reagan - When Eleven channel surfs the T.V., she passes a broadcast from October of 1983 featuring Ronald Reagan discussing the Nation of Lebanon.


  • Cabbage Patch Dolls
    • When Eleven explores Nancy's bedroom, there's a Cabbage Patch Doll placed on the bookshelf.
  • Trapper Keeper
    • Nancy has a Trapper Keeper in her locker.
  • Jack in the Box
    • When Dustin dumps out his backpack on the table, a Jack in the Box PEZ dispenser falls out, though this is anachronistic, since the dispenser was not released until 1999.



View Gallery For this subject's gallery, see Holly, Jolly/Gallery.


  • This is the first episode of the season to feature scenes set within the Upside Down.
  • This is the only episode of the first season in which Ted Wheeler does not appear onscreen.
  • This is also the only episode of the first season to not have 'The' in the title.
  • Christmas is a running motif in this episode:
    • The title of the episode, specifically "Jolly", has a festive connotation.
    • When Joyce is at Melvald’s General Store, Christmas music is playing.
    • Joyce talks to Will through the Christmas lights.


  • When Steve steals Jonathan's pictures, a cell tower can be seen in the background.

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