Stranger Things Wiki


Read at your own discretion...


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 was directed by Uta Briesewitz and was released on July 4, 2019 along with the rest of the season.


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


S03E05-Dustin, Steve, Robin and Erica intercept the Russians communication

The elevator carrying Steve Harrington, Robin Buckley, Dustin Henderson and Erica Sinclair below Starcourt Mall lands and will not go back up or open. As Robin concludes that they need a keycard to operate it, Erica warns them she needs to be home for a family event the next day or her mother will come looking for her. Steve and Dustin try to climb out, but find the elevator is deep underground. Jim Hopper and Joyce Byers arrive at the abandoned Hess Farm to look for strange activity, and they find the lights glowing and a hidden bunker under the bed. They find two Russians working on a machine and Hopper holds them at gunpoint until Joyce hears footsteps from upstairs.

S3E5-Drop the weapon

Grigori enters the bunker with an assault rifle to find the Russians tied up, and Hopper holds him at gunpoint. He taunts Hopper in English, claiming he will not shoot him because cops have rules, and the two fight each other until Hopper gets the upper hand, frees one of the scientists, the man in charge of the operation under Starcourt, and flees with Joyce as Grigori shoots after them.


Eleven locates Jim Hopper in the void

Jonathan Byers is awakened to a call from Nancy Wheeler, asking to talk to Will after the incident with Doris Driscoll. As Hopper tries to fix his car's damaged engine out in the woods, Joyce explains her magnet predicament to the handcuffed scientist, (identifying himself as Alexei) who partially understands her explanation until Hopper tells them to quiet down, annoyed with their talking. He tries to start the car despite Alexei's warnings, and it explodes. The trio walk through the woods as Joyce and Hopper argue over his plan to take Alexei to Murray Bauman. Eleven watches them from the void, relaying to her friends that they are going to Illinois. As Max Mayfield examines the bruise Billy Hargrove left on Eleven's throat, Mike Wheeler, Lucas Sinclair and Will agree that they have to focus on stopping the Mind Flayer instead of Billy. Mike notes that the girls have been in the bathroom for a long time, theorizing that they are conspiring against him, which they hear and laugh at. Nancy and Jonathan arrive at the basement to talk to the kids.

Dustin radios for help to no avail as Steve joins him on top of the elevator to urinate. Dustin again suggests Robin as a possible girlfriend for him, which he rejects. Erica tries to open a canister of green liquid, and she and Robin argue over whether or not it is drinkable. Robin hears a cart approach and the group hides on top of the car, watching Russians unload the boxes. Steve uses the canister to prop open the door as it closes and they slip under it, the canister cracking under the door's pressure and melting the floor. They begin to walk down the long hallway ahead of them. The teens and kids swap their reports of the recent days, and they discover their time of the sauna test and Driscoll's episode match. They conclude that Billy and Driscoll, as well as Tom and Heather Holloway are under the Mind Flayer's control, Mike dubbing them as "flayed". They all get in Nancy's car and drive off.

Grigori finds Hopper's exploded car and begins following their tracks. Hopper and Joyce argue over her aborted date again as Alexei flees. Hopper pursues him, only to find he had noticed a nearby 7/11 and wanted to go inside. Alexei develops a liking for Slurpees as Joyce and Hopper stock up on food and drink. Hopper notices a car pull up outside and fabricates a story of him and Joyce being detectives and Alexei a serial killer, commandeering the car with his authority. The group in the Russian base debate over what its purpose is, and Dustin and Steve privately theorize it could have to do with the gate. Dustin's Supercom picks up the Russian code and they realize they are close to the broadcast point, hoping to send an SOS to the surface when they get there.


Eleven opens the door to Heather Holloway's house

The kids find Heather's house empty and Eleven opens the door with her powers. Inside, they find a dozen chemical cans sitting on the table. They realize the Flayed are using the chemicals to make a substance inside themselves, and Nancy finds signs of a struggle and deduces Tom was attacked, dragged to his garage, and driven somewhere. She concludes the Mind Flayer is operating from a specific location, remembering Driscoll's insistence on going back somewhere. Mike concludes that they should let Driscoll return to the source to find it. Grigori tracks the adults to the 7/11, where he notices the man whose car was stolen complaining to the police. He interrogates the worker there and gets the car's plates and description.

S3E5-Still wanna drink that
S03E05-Dustin,Steve,Robin and Erica watching the Keys

The adults meet up with Bauman, who keeps Alexei held at gunpoint while he searches him with a metal detector. When he refers to Joyce and Hopper's arguing as a "lovers' quarrel," she shouts at him until he concedes to help. The base group make it to the heart of the area, swarming with guards and scientists. Erica notices the comms room, and they sneak in only to be confronted by the man broadcasting the code. Robin awkwardly tries to calm him by conversing with him in limited Russian, and Steve attacks and defeats him when he tries to draw his gun. They notice blue light coming from another room and watch as the Russians use their machine to hold the gate open.

At the hospital, Nancy and Jonathan go to see Driscoll together, and they reconcile over their argument on the way up. Eleven silently helps Mike unstick a vending machine, which Lucas notes is his opening and pushes him to talk to her. Mike compliments her new look. Jonathan and Nancy find Driscoll gone as the lights start to flicker and are confronted by Tom, who Jonathan hits with a vase. Bruce Lowe, also flayed, waits for them outside, having also felt the hit. They flee past several dead bodies and lock themselves in an operating room. Bruce incapacitates Jonathan when he breaks in and is stabbed by Nancy, who runs as he chases her. Tom beats and prepares to kill Jonathan until Nancy hits Bruce with a fire extinguisher, affecting Tom with the same blow. Jonathan takes the opportunity to stab him in the throat, and Nancy crushes Bruce's skull. Their bodies dissolve into fleshy mounds that ooze towards each other, and the teens watch as they form a large, fleshy monster that roars at Nancy.


The flesh creature roars


The official teleplay for "The Flayed"



Also Starring




  • "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 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".
  • This is the second episode to have Karen make a voice only appearance.
  • The scene in the hospital took two nights to film.
  • Billy Hargrove briefly appears via flashback, but is otherwise absent from the episode (in contrast to the rest of Season 3).