Stranger Things Wiki
Stranger Things Wiki
This article is about the episode. For the Mind Flayer's victims, see The Flayed.

"Chapter Five: The Flayed" is the fifth episode of the third season of Stranger Things and the twenty-second episode overall. It premiered on July 4, 2019.


Strange surprises lurk inside an old farmhouse and deep beneath the Starcourt Mall. Meanwhile, the Mind Flayer is gathering strength.


Tuesday, July 2, 1985

Swiftly descending into the earth, Steve, Robin, Dustin, and Erica are seemingly trapped in an elevator until they manage to escape out of a ventilation shaft on top, only to realize the surface is too far away to climb out that way. Hopper and Joyce continue to search illicitly-obtained properties in East Hawkins until they discover one with a pulsing sound coming from below and a hidden staircase leading further down. Descending, they find and bind two Russian scientists before Grigori, another Russian agent, arrives. Hopper pulls a gun on him, but he escapes and the two grapple and disarm each other. Joyce throws the gun back to Hopper, but it passes him and lands near Grigori, forcing Joyce and Hopper to flee. They take one of the Russian scientists, Alexei, hostage and then leave the area after closing the hidden staircase on Grigori. Grigori breaks through, and fires after their car as they drive away.

Wednesday, July 3, 1985

Nancy calls Jonathan early in the morning with news about Mrs. Driscoll, wanting to know where Will is. Nancy believes Driscoll is connected to the Upside Down somehow, but Will is not home, and Nancy believes he may be in danger, much to Jonathan’s concern.

El locates Hopper in the Void as Mike, Will, Max, and Lucas look on

On the road, Hopper’s car breaks down due to bullet holes through the engine. Joyce tries to communicate with Alexei while Hopper tries to fix the car, but as it starts the smoke Alexei yells "stop!" prior to the engine exploding. They then walk through the forest, unsure what to do, as El eavesdrops on them via the Void at Mike’s house. She says they’re headed to "ill-annoy", Illinois, and then heads to the bathroom. Mike fumes over what to do about the Mind Flayer, also noting that El and Max are probably "conspiring" against him, before Nancy and Jonathan arrive for Will.

Beneath the Starcourt Mall, Dustin and company are still trapped in an elevator shaft after having been there for eight hours, Steve and Robin staying up trying to figure out a way to open the door. They are interrupted by the arrival of several Russian agents, who open the door, They collect packages and leave, but just as the door closes, Steve slips a container between the door and the ground to keep it open, allowing them to escape the elevator just before the door crushes the container, releasing a green, corrosive, seemingly radioactive acid that burns through the concrete floor. They then set out down the long tunnel passageway away from the elevator.

Alexei is happy with his cherry Slurpee

Back at the Wheeler house, Nancy and Mike figure out that Mrs. Driscoll, Tom Holloway, and Heather Holloway are also flayed, meaning they are possessed by the Mind Flayer like Billy, so they head out to act. At the same time, Grigori finds their broken down car and begins to follow their tracks. While Hopper and Joyce argue, Alexei locates a gas station and there Hopper buys them drinks and a Slurpee for Alexei. They then commandeer a car and head out.

Max, Will, Mike, and Lucas watch as El breaks open the door to Heather’s house

Again beneath the Starcourt Mall, Steve and Dustin conjecture that the Russians are in Hawkins rather than some more important place because they knew about the previous suspicious events in the area. Nancy and company however have arrived at Heather’s house. Inside it is excessively cold, as the Mind Flayer likes. They also smell cleaning chemicals, and find numerous empty cans of such chemicals where the inhabitants had consumed them. They also find the bloody wine bottle where Heather had struck her father, Tom. Walking through the house, they determine that the Holloways were tied up and taken somewhere else where the flaying was happening, and that they could use Mrs. Driscoll to lead them there.

Grigori interrogates the gas station clerk while Hopper takes Alexei to Murray Bauman, who speaks Russian. Murray comes out of the door with a shotgun pointed at Alexei, who responds in Russian "Get that out of my face you bald American pig", to which Murray replies in Russian, "I may be bald, but you’re the one in handcuffs, Soviet scum." Murray then begins scanning Alexei, but Joyce harangues him until he stops.

Now well within the underground Russian base surrounded by enemies, Steve, Dustin, Erica, and Robin are sneaking around when they stumble upon a massive room filled with Russian operatives, Erica referencing Red Dawn. They proceed stealthily through the room toward what they believe is the comm room, but stumble upon a Russian soldier who spots them. He goes for his belt before Robin starts speaking Russian to him, parroting snippets of the encoded phrase she translated, which distracts him long enough for Steve to attack and knock him out. Dustin grabs his card key so they can escape back the way they came, but Robin goes ahead and brings the rest to a room where a large ray is powering up, creating a Gate to the Upside Down.

Nancy arrives with the party at the hospital to get to Mrs. Driscoll, but a clerk stops them and only allows two visitors at a time; Nancy and Jonathan. On the way up the elevator, they make up for their earlier fight, while Mike and Lucas get food from a vending machine (with El’s help). Lucas says her helping is "the olive branch", but Mike is confused and Lucas has to explain that he’ll distract Max while Mike talks to El to try and make up. Nancy and Jonathan however, arrive to find Driscoll gone from her room, and Tom is there saying "we hoped you might come back". He advances until Jonathan breaks a pot over his head, allowing them to leave until they run into Bruce, who has also been flayed.

Mike compliments El’s dress while Nancy and Jonathan race through the hospital, Bruce sedately following them past dead doctors. They hide in a room to call for help, but the clerk is too busy gossiping to pick up, so Bruce reaches them and brutally beats Jonathan until Nancy stabs him in the back and retreats, Bruce again following Nancy while Tom comes for Jonathan, continuing to beat him until Jonathan lies prone on the floor. Tom raises a pair of scissors to kill Jonathan until Nancy slams Bruce in the face with a fire extinguisher, and Tom feels the pain of the blow through their hive mind, dropping the scissors. Nancy hits Bruce again, causing Tom to fall back in phantom pain. As Bruce also falls to his knees, Nancy screams "go to Hell!" before smashing Bruce’s face in with one final blow, at the same time that Jonathan stabs Tom in the neck with his scissors, resulting in them both dying.

Not yet done, the lights in the hospital begin to flicker constantly as the two corpses begin to spasm and disintegrate into piles of fleshy goo, which then begin to move toward each other in the hospital. Once they connect, they begin to reconstitute into a larger creature just as the lights go out, shrieking in alien rage.




  • "Strike Zone" by Loverboy - Hopper steals a car at 7-Eleven.
  • "Stairway Chase" by Danny Elfman - Hopper forces Alexei into the convertible and tells Todd that he needs his car.
  • "A Certain Kind of Feeling" by John Anthony - Grigori threatens the 7-Eleven clerk for info.
  • "Boogie Man" by Sid Phillips - Joyce, Hopper and Alexei at Murray's warehouse.

Original score

  • "Heather's" - Grigori enters the basement and attacks Hopper; repeats when Nancy, Jonathan, Mike, Lucas, Eleven, Max and Will walk around Heather's house to find clues to what happened to Tom and Janet.
  • "They Found Us" - Hopper and Joyce escape from Grigori with Alexei; repeats when the Scoops Troop make their way out of the elevator before it crushes them.
  • "It’s Just Ice" - Eleven finds Hopper in the void.
  • "Ruins" - Mike and Lucas discuss how they‘re going to stop the Mind Flayer.
  • "On Their Tracks" - Grigori finds where Hopper’s truck broke down.
  • "Happy Screams" - Steve, Dustin, Erica, and Robin walk down the long underground hallway.
  • "Portal Drill" - The Scoops Troop discover what the Russians are up to.
  • "Boys and Girls" - Lucas urges Mike to talk to Eleven while he distracts Max.
  • "She's Gone Home" - Nancy and Jonathan are attacked by the possessed Tom and Bruce in the hospital.
  • "First Kiss" - Mike offers Eleven M&M's.
  • "Sick Of Cow" - Nancy and Jonathan attempt to hide from Bruce.
  • "He’s Here" - Bruce finds them.
  • "What Did You Do To Him?" - Nancy attempts to hide a second time while Tom beats up Jonathan.
  • "Rats" - Bruce and Tom's bodies melt and proceed to become one monster.


View Gallery.png For this subject's gallery, see The Flayed (episode)/Gallery.


  • On December 9, 2018, a teaser trailer for the third season was published across social media, listing the titles of the eight episodes, the fifth of which was "The Source".
  • The episode shares the same name with the possessed people, the Flayed.
  • The scene in the hospital took two nights to film.