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Major spoilers will be present! Please read at your own discretion.


Stranger Things Wiki
Stranger Things Wiki

"Chapter Two: The Mall Rats" is the second episode of the third season of Stranger Things and the nineteenth episode overall. It premiered on July 4, 2019.


Nancy and Jonathan follow a lead, Steve and Robin sign on to a secret mission, and Max and Eleven go shopping. A rattled Billy has troubling visions.


Billy Hargrove sees the Upside Down

Billy Hargrove flees from the basement of Brimborn Steel Works after being attacked and drives to the nearest phone booth. He calls the police, but remembers the fleshy tendril that took him attaching itself to his mouth and suddenly flashes into the Upside Down. A shadowy group of people approach and he shouts at them, asking them what they want. One figure walks up to him, and he sees it is a cleaner, not injured version of himself.

Eleven calls Mike Wheeler to ask why he has not called her yet, and he repeats Jim Hopper's lie about his sick grandmother to get out of seeing her so as not to cross Hopper. Hopper observes this call and drives into town overjoyed. He turns up to Joyce Byers' work claiming he successfully talked to Mike and Eleven and convinces her to have dinner with him. He gets a call from Calvin Powell, needing him to deal with the people outside city hall protesting Starcourt Mall's overtaking of local businesses. As he leaves, a set of fridge magnets fall to the floor and do not stick when put back up, perplexing Joyce. At the Hawkins Post, Nancy Wheeler is taunted by her obnoxious superior Bruce Lowe before serving coffee to boss Tom Holloway. She asks for lunch off for medical reasons, but actually takes Jonathan Byers to investigate the story given to her by Doris Driscoll. Jonathan warns her that they will be fired if things do not work out, but she insists the quality of the story will make up for it.

Dustin Henderson and Steve Harrington discuss the Russian code Dustin intercepted

Steve Harrington and Dustin Henderson ecstatically reunite at the ice cream parlor, where Dustin fills him in on his new girlfriend. He tells Steve about the Russian message he recorded, and how they could be considered heroes if they decode it. He asks Steve to help him translate it. Eleven approaches Max Mayfield with worries that Mike is lying to her, which Max confirms. She tells Eleven to freeze Mike out until he apologizes, and to dump him otherwise. At the same time, Mike vents his worries to Lucas Sinclair, telling him that Hopper threatened him. Lucas takes Mike to Starcourt to help make things up to Eleven, while Max takes her there to have fun. At the pool, the mothers express annoyance over the pretty lifeguard Heather Holloway, while Karen Wheeler notices an exceptionally sweaty Billy coming in and privately apologizes to him for standing him up, unable to go through with it because of her family. Billy has an intense vision of attacking her, but instead keeps his back to her and remains silent. He tells her to stay away from him and leaves, the heat and light disorienting him.

Nancy Wheeler and Jonathan Byers look at the caged rat in alarm

As Erica Sinclair annoys Robin Buckley by taking an inordinate amount of free samples, Steve and Dustin attempt to make headway on the code, having only written out the Russian alphabet translated to English. Steve recognizes the music at the end of the recording from somewhere, but not much else. Robin comes in, ordering Steve to work, and offers to translate the Russian herself, (as she is fluent in four languages) having heard everything because of how loud they were talking. Nancy and Jonathan meet Driscoll, an elderly woman who lives on her own. She shows them bags of fertilizer in her basement torn open and eaten, blaming it on rabid rats. Nancy is skeptical until Driscoll shows them one of the rats she caught. Hopper waits outside mayor Larry Kline's office to talk with him as a large man dressed in motorcycle gear exits. Kline explains to Hopper that the protestors have not obtained a permit to protest, and as such, he tells Hopper to clear them out. Hopper warns him that suppressing the protest would hurt his chances for reelection, but Kline insists the Fourth of July carnival he has planned will sway them back.

Eleven and Max arrive at Starcourt. Eleven expresses anxiety at breaking Hopper's rules by being around so many people, but Max encourages her to let go of her fears and enjoy herself. As they go shopping, Mike, Lucas, and a reluctant Will Byers shop for an apology gift for Eleven. Jonathan attempts to photograph the frantically running rat while Nancy calls local farms for information about rabid rats, finding nothing. The rat stops running and starts convulsing, but Nancy drags Jonathan away before he can investigate. As he leaves, the lights flicker and it explodes into flesh, which oozes through the bars of its cage and scampers away. As Billy watches over the pool, he remembers the vision of himself telling him to "build what you see." The heat gets to him and he stumbles into the showers, the veins on his left arm blackening under the water. A vision of the Mind Flayer causes him increased distress, and when Heather approaches to check on him, he hallucinates her instructing him to "take me to him" and attacks her.

Eleven and Max Mayfield laughing after Eleven dumps Mike Wheeler

As Max helps Eleven get a new look, Mike and Lucas find no luck and reject Will's request to give up and play Dungeons & Dragons. Robin and Dustin translate the first sentence of the Russian code: "The week is long." Steve serves ice cream to Eleven and Max, who flee laughing when Steve asks if Eleven is allowed to be out. They encounter the boys outside the mall, and Eleven confronts Mike over lying to her and dumps him, to Max's delight. Hopper gets a new shirt for his dinner with Joyce, but she stands him up. She is busy with Scott Clarke, having gone to him to figure out the problem with the town's magnets. He explains there must be an electromagnetic field in Hawkins, but it would take an immeasurable amount of energy to sustain.

Dustin Henderson, Steve Harrington and Robin Buckley discussing the Russian code

Dustin, Steve and Robin have so far translated "The week is long, the silver cat feeds when blue meets yellow in the west." As Dustin and Robin take a liking to each other's discovery-minded personalities, Steve passes by a mechanical horse after closing up shop and realizes the music coming from it is the music he heard on the tape, confirming that the message came from the mall itself. Annoyed at being stood up, Hopper gets drunk on the restaurant's wine and bumps into the same man from Kline's office on the way out, revealed to be the man who had killed the Russian scientist the previous year. Billy drives to the mill and removes a tied up and unconscious Heather from his trunk. He takes her to the basement and ungags her, telling her to stay very still. Something growls and approaches her and she screams while BIlly watches.



Also Starring




  • "You Don't Mess Around With Jim" by Jim Croce - Hopper is driving down the road singing after successfully scaring Mike away from seeing Eleven.
  • "Get Up and Go" by The Go-Go's - Nancy gets out of work and Jonathan leaves with her.
  • "Matter of Love" by Altitude Music - Karen and her friends wait for Billy to show up at the pool.
  • "My Bologna" by Weird Al Yankovic - Joyce shows up to Mr. Clark's house
  • "Material Girl" by Madonna - The girls shop and the boys fail to find a present.
  • "Cold As Ice" by Foreigner - Eleven breaks up with Mike and then gets on the bus with Max.

Original score

  • “Sick Of Cow” - Billy escapes from the steelworks.
  • “Boys And Girls” - Eleven and Mike on the phone, and when both the boys and girls are separately discussing what to do about Mike and Eleven’s situation.
  • ”Six Facts” - Billy is affected by the presence of the sun.
  • "Starcourt" - El and Max got to the Starcourt Mall.
  • "Rats" - After Jonathan leaves the basement, the rat explodes and the slime starts crawling out of the cage.
  • "In the Woods" - Scott explains electromagnetism to Joyce.
  • "Mirkwood" - End credits.


  • On December 9, 2018, a teaser trailer for the third season was published across social media, listing the titles of the eight episodes, the second of which was "The Mall Rats".
  • This episode revolves around the kids shopping and hanging out at Starcourt Mall while Nancy and Jonathan investigate the flayed rats.
  • Billy Hargrove sees himself in the Upside Down, which is probably a foreshadow to something bigger.
  • In the previous episode, Lucas called Erica a "mall rat" as they insulted each other; foreshadowing the title of this episode and its plot around the mall and "diseased" rats.
  • The handshake Dustin and Steve used to greet each other is that of using lightsabers in the Star Wars movies.
  • This is the second time that the song, "You Don't Mess Around With Jim" has appeared. The first appearance of the song played back in a season two episode.
  • Eleven breaks up with Mike Wheeler.
  • Hopper references Cutting Edge, saying his shirt is "Cutting Edge material."
  • The soundtrack "All Hands Forward" that plays at the ice cream parlor is also heard as the title card music for the Spongebob episode Whale Watching.