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This article is about the dimension. For the episode, see The Upside Down (episode).
For other uses, see The Upside Down (disambiguation).

"The Upside Down" was the main name used to describe a mysterious alternate dimension existing in parallel to the human world. The dimension was somehow "created" on November 6, 1983.[2]

Before the Upside Down formally came into existence, it was preceded by something else: a dimension of sprawling, floating rocks, populated by alien vines and a species of humanoid predators. A mysterious, dormant organism, consisting entirely of silver-black particles, also inhabited the dimension.[3]

In September 1979, Henry Creel, a psychopathic test subject from Hawkins Lab, was stranded in the alternate dimension after Eleven sent him hurtling through a tear in the fabric of time and space. Henry encountered "so many things" while exploring the dimension, including the particle-organism. Using his psychokinetic abilities to reshape and gain control of the organism, Henry exploited the creature's unique traits to forge a collective hive mind, through which even more creatures could be possessed.[4][5]

Four years later, Eleven made cross-dimensional psychic contact with the hive mind and opened the "Mothergate" at Hawkins Lab. Through some means, this action also formed a perfect copy of the human world exactly as it existed on November 6, 1983;[6][2] Henry's dimension possibly transformed to become this new place.

However, unlike the human world, the mirror-dimension was overrun with alien vines, spores and membranes, being completely devoid of human life. The alien vines, along with the Demogorgons and a species of bat-like creatures, Demobats, were key members of the hive mind. The entirety of the Upside Down was essentially one gigantic organism, with all its contents and agents psychically connected via Henry and the Mind Flayer.[7]

Following the opening of the Mothergate, the Upside Down began to corrupt the surrounding small town of Hawkins, Indiana. Crops started to rot, and a gigantic vine-like organism, stemming from the Mothergate, burrowed beneath Hawkins; an elaborate series of tunnel-like structures were formed, through which adolescent Demogorgons known as "Demodogs" could travel and congregate. However, in late 1984, Eleven interfered by closing the Mothergate, severing the psychic link between the worlds, and killing the Demodogs and tunnel organism in the process. A piece of the Mind Flayer hiding at Brimborn Steel Works was also affected, its particles scattering across the floor of the facility; dormant, but not destroyed.

On June 28, 1985, a new gate was opened by hidden Soviet forces operating beneath the newly-built Starcourt Mall. With the Upside Down's psychic link reestablished, Vecna reanimated the dormant fragment of the Mind Flayer and used it to kidnap and possess multiple humans and rats, feeding them chemicals and melting their bodies into puddles of biomass. This biomass was then combined to create a proxy form, an avatar through which Vecna could act in the human world. However, this proxy form was rendered useless after the new Gate was shut, and the psychic link disabled once again.

In 1986, Vecna took a more direct approach in his attempts to destroy humanity. He began psychically tormenting and murdering a host of Hawkins residents, using their deaths to open a series of new gates. Dustin, Nancy, Max, and others began investigating the murders, nicknaming the killer "Vecna" after a character from Dungeons & Dragons. The group's efforts to defeat Vecna culminated in a dual assault; Eleven used psychic projection to confront Vecna within his own mind, while Nancy, Steve and Robin traveled to the Upside Down version of the Creel House to attack his real body. Despite heavily wounding him, the group could not stop Vecna from furthering the Upside Down's invasion of Hawkins and the world at large.



The history of the Upside Down remains mysterious. Exactly how and why it came into existence is unclear. Dustin theorized the Upside Down had existed for thousands, if not millions of years.[8]


Indiana college student, Alice Johnson, took part in MKUltra experiments conducted by Hawkins National Laboratory's Director of Operations, Dr. Martin Brenner; as part of these experiments, Johnson was required to consume mind-altering drugs. While in this state, Johnson had disturbing visions of what she called "the Beneath"; a strange environment containing spores, tendrils, and "monsters". Brenner dismissed these visions as mere side-effects induced by Alice's drug consumption, rather than anything revelatory or meaningful.[1]


Henry's banishment

On September 8, 1979, a mysterious orderly at Hawkins Lab tricked Eleven, a child test subject with psychokinetic abilities, into removing an implant in his neck. Though Eleven didn't know it, the orderly was actually Henry Creel, the first child test subject of their kind; the implant Eleven removed had been suppressing his abilities. In a fit of rage, a psychopathic and vengeful Henry used his restored powers to brutally murder all the other test subjects. He attempted to do the same to Eleven, but she stood her ground and ultimately overpowered him.

1979 Gate opens

A Gate unexpectedly opens in the Rainbow Room

Eleven used her powers to pin Henry against the wall of the Rainbow Room and started to disintegrate his body; however, an inter-dimensional gate then appeared in the wall and transported Henry away, before sealing up and disappearing again.

A realm unspoiled by mankind

Upside Down 1979

The twin planes

Birth of the Mind Flayer - S4E9

Henry gives form to the Mind Flayer

Henry was jettisoned to a strange inter-dimensional space beyond the human world. For an indeterminate period of time, he fell between two parallel planes, marked by mountainous terrain and raging storms; he was constantly electrocuted by lightning leaping across the twin planes. The mutilation inflicted by the lightning strikes marked the beginning of a bodily transformation; from this point on, Henry slowly morphed into a form no longer recognizable as human.[9]

Some point after surviving his fall, Henry exited the inter-dimensional space and entered a mysterious alternate dimension. It was mountainous and rugged, like the inter-dimensional space, but instead consisted of a singular plane, and possessed a gold-brown sky full with floating boulders. At first, Henry believed the dimension to be a kind of "purgatory", but he soon changed his mind, coming to view it instead as "a realm unspoiled by mankind". Henry began to traverse the alien terrain, encountering "so many things", including species of faceless humanoid predators.

Eventually, Henry discovered "the most extraordinary thing of all": a living organism made up of swirling, storm-like particles. Using his abilities, Henry formed a psychic connection to the particles. He used his powers to reconstitute the mist-organism into a form that satisfied him: a giant, spider-like entity with a flame-shaped head, not unlike a similar fantasy creature he had imagined as a child. In time, this being would become known as the Mind Flayer.[4][10]


Making contact

After the massacre and Henry's disappearance, Eleven became the sole focus of Dr. Brenner. In a series of experiments, Eleven would be immersed in a deep psychic state via sensory deprivation tank. She could observe people in different physical locations while in this frame of mind. Brenner sought to use this power to spy on enemy Russians.


Eleven makes contact

Stranger Things 1x06 – Gate Cracking

The Mothergate opens

While Eleven eavesdropped on a Russian spy from within her mental void, she accidentally encountered a monster. At Brenner's request, Eleven made contact with the Monster on November 6, 1983, while the creature fed off a large, yellow egg.

In the moment contact was established, a second gate cracked open in the wall of the tank room, invoking panic and confusion among the scientists. Unlike the 1979 Gate, this second gate stayed open, rather than immediately resealing; the significance of this particular gate would eventually earn it the moniker of "Mothergate".

Somehow, the moment of contact also triggered a radical shift, with the once-rocky dimension transforming in appearance; either that, or a completely new dimension was created. In either case, this new mirror-dimension was a perfect copy of the human world, 'frozen' in the exact state as it existed on November 6, 1983; however, it was also inflected with vines, spores and membranes, and completely devoid of human life.[6][2][7] In time, this place would become known as the Upside Down.

The Demogorgon's hunt

Amidst the chaos inflicted by the gate's creation, Eleven found a means to escape from the lab. Meanwhile, the Monster set foot in the human world and killed its first victim: a scientist attempting to flee the lab. Later that evening, Will Byers was abducted by the Monster while going home on a road that passed by the laboratory.

The Monster, known by some as the Demogorgon, moved through dimensions by creating temporary gates. It began harvesting the bodies of humans and animals, storing them in the Upside Down version of the public library; however, Will evaded capture for almost a full week and was the only victim to survive.

On November 7, Brenner instructed his team of agents to locate Eleven while he and his fellow scientists cautiously ventured back to the tank room to assess the situation with the Gate. Brenner and the scientists observed strange vines and membranes from the other dimension slowly unfurling and spreading through the underground complex. When the lab intercepted Joyce Byers's phone call to the police that night, they realized that her son had been taken by the Monster.

On November 8, Brenner and his agents investigated the Byers' shed, finding traces of some bizarre, supernatural energy. That same day, Barbara Holland was taken into the Upside Down by the Monster, where she was attacked and killed.

Line installation

Brenner oversees the line installation

The following day, Brenner decided a lab worker should venture through the Gate; he had a security line installed in the tank room, allowing the worker to be pulled out if necessary. However, Brenner's plan would not be executed until the following day. Later that day, Joyce realised she could somehow communicate with her son from across dimensions; however, their dialog was cut short when the Demogorgon threatened to attack, still in pursuit of Will.

The next day, Brenner selected one of his lab workers, Shepard, to pass through the gate. However, Shepard's expedition was cut short after he was brutally attacked by the Monster; when the workers reeled the security line back in, only a bloody fragment of Shepard's hazmat suit remained.

Unbeknownst to Brenner and his team of agents, local school-kids Mike, Lucas and Dustin had unwittingly crossed paths with Eleven, and were hiding her at Mike's house. The same day as Shepard's ill-fated expedition, the boys took Eleven to the middle school's Heathkit Ham Shack, where Eleven used her abilities to transmit Will's voice through the radio; Will had found a partially resealed gate in the wall of the Byers house, using it to briefly talk to his mother before it finished resealing.

Though Will's dead body was apparently discovered in a nearby quarry, police chief Jim Hopper discovered the body was actually a fake created by the lab; this pushed him to break into the lab. As he searched the facility for Will, he found the tank room where the Gate was located. Before he could investigate further, he was knocked out and drugged by several workers in hazmat suits.

Nancy enters the Upside Down

Nancy Wheeler enters the Upside Down through a gate

ST 1x08 – Will snaked

Will Byers, found attached to a vine

On November 11, Nancy Wheeler, determined to uncover the fate of her friend Barbara Holland, entered the Upside Down through a temporary gate the Monster had made in the base of a tree. She realized it was dangerous to stay in the dimension, quickly leaving before the Monster could find her.

On November 12, the Demogorgon finally found Will inside Castle Byers and took him to the public library. Shortly after Will's capture, Hopper and Joyce entered the Upside Down via the Mothergate, retracing the blood-stained footsteps of the Demogorgon, and were eventually led to the library. There, they discovered Will attached to a vine extending down his throat; Hopper immediately removed and destroyed the vine, and with Joyce, resuscitated Will. The three then returned through the Mothergate and took Will to hospital.

That same night, Eleven and her friends Mike, Lucas and Dustin were ambushed by government agents at Hawkins Middle School. Eleven used her abilities to kill many of the agents, but by doing so, accidentally drew the attention of the Demogorgon, attracted to the spilled blood.

Chapter Two - Trick or Treat, Freak

Eleven exits the Upside Down via a gate

Eleven used her remaining strength to disintegrate the Demogorgon, and in the process, vanished in a cloud of dust. However, Eleven had not disintegrated like the Demogorgon, but was instead transported to the Upside Down. She quickly escaped by using the gate the Demogorgon had left behind in the corridor wall.

1983 - 1984

The new normal

The Upside Down S01-E08 SS 003

Will has a vision

One month later, everything had seemingly returned to normal in Hawkins. However, Will's time in the Upside Down had profoundly affected him; he began to see visions of the Upside Down momentarily flicker into existence around him, and would occasionally vomit slug-like creatures.

At some point following Will's rescue, Dr. Sam Owens replaced Dr. Brenner as Director of Operations at Hawkins Lab. After finding out about his "episodes", Joyce began taking Will to the lab to have his symptoms monitored by Owens. Meanwhile, Owens and the lab continued to study the Mothergate and the Upside Down, placing a probe-like machine within the dimension, presumably to gather data. They began to periodically burn the vines extending from the Mothergate, but despite this, the gate grew to an enormous size, extending far beneath the lab and forming a series of organic tunnels beneath Hawkins.

The directive

Mountain key beam

The Soviets attempt to create a gate

By 1984, the Soviet Union had learned of the Upside Down's existence. General Stepanov became hell-bent on creating a Russian-operated gate, hoping access to the Upside Down could lead the Soviets to gain an advantage in the Cold War. By June 28, 1984, Soviet scientists had invented "the Key", an experimental machine capable of producing Gates via a controlled energy beam. However, these machines were volatile and would inevitably malfunction shortly after activation, meaning the resultant Gates could only exist momentarily; the failure of these machines would also fatally electrocute or disintegrate personnel in close proximity to them. A huge amount of excess energy was released in an failed activation attempt on June 28, 1984, fatally killing all of the scientists in the ray's immediate vicinity.

According to one account, Dr. Karine was the sole survivor of the electrocution incident on June 28. Though her team deemed the experiment a failure, Karine found a strange infant creature in the rubble produced by the machine. Karine then proceeded to experiment upon the Demogorgon, feeding it as many people as she could - prisoners and free citizens alike - to strengthen and weaponize the beast.[11] However, according to Dmitri Antonov, the creature was "a monster… from America", indicating the Demogorgon had a different origin.[12]


The infection

On the evening of October 29, 1984, Will had another 'episode' while at the Palace Arcade, seeing the Upside Down version of the arcade appear around him; Will walked outside and witnessed a blood-red electrical storm rage in the skies above.

The following morning, Hopper was called to Merrill Wright's farm to investigate a strange rot that decimated the entirety of the pumpkin patch. During Will's check-up at Dr. Owens at the lab later that day, Owens was informed that Will's visions had become much more frequent. Will informed Owens that, during his latest vision, he had sensed an evil force, intent on killing "everyone". However, Dr. Owens dismissed Will's increased visions as a product of the "Anniversary Effect", advising Joyce and Chief Hopper not to worry. That night, Will experienced another episode while in his living room, witnessing the door swing open to reveal the Upside Down. He stepped outside, seeing the silhouette of a massive spider-like creature.

Hopper continued his investigation of the rotten crops, discovering that the rot had spread to the nearby trees. That night, as Mike, Lucas, Dustin, Max, and Will were trick-or-treating, Will again had another vision of the Upside Down. He watched as the massive shadow monster ascended into the sky and began pursuing him.

The Mind Flayer Will

The Shadow Monster approaches Will

When returning home that night, Dustin found a small pollywog-like creature in his trashcan, naming it D'Artagnan. When Dustin brought Dart to school the next day, Will believed it to originate from the Upside Down due to its resemblance to the slug he had coughed up a year before. After warning his friends, they took Dart to the AV room where they witnessed it grow a pair of hind legs. Mike tried to attack Dart, causing it to flee and run loose throughout the school. Will eventually found it in a bathroom; Dart screeched at him, causing Will to run away. As he ran through the halls, he suddenly began having another episode, being transported to the Upside Down version of the school. Running outside to the field, he was again met by the gigantic shadow monster. Instead of running, Will tried screaming at the monster to go away. The shadow monster then engulfed Will in one of its tornado-like appendages, allowing a part of the creature to enter his body.

From that point on, Will gradually became possessed by the shadow monster. His body temperature dropped and he developed an aversion to heat. He also began experiencing what he called "now-memories", where he could see and know what the shadow monster did. In order to better explain his now-memories, Joyce asked Will to draw what he saw. He began frantically drawing what at first appeared to be random scribbles, but Joyce and Hopper soon realized that the drawings were all connected. After assembling the drawings in the correct order, they discovered the drawings depicted a strange maze-like pattern.

Ep4-Hopper enters the tunnels

Hopper enters the tunnels

Tunnel Vines

Toying with the vines

Believing the drawings to depict the Upside Down's vines, Hopper went back to Merrill's pumpkin patch. By digging into the earth, Hopper discovered the existence of the underground tunnels, overgrown with biological matter from the Upside Down. While traversing the tunnels, Hopper became entrapped in vines, unable to escape. Will learned of his predicament through his connection with the shadow monster, and with the help of Bob Newby, they were able to pinpoint his location within the tunnels. After Joyce and Bob successfully freed Hopper, soldiers from the lab arrived and urged them to leave. As the soldiers began burning the tunnels, Will suddenly collapsed and began convulsing on the ground.

The spy

Will was taken to the lab were he was quickly sedated. When Will awoke, he could not remember Owens, Bob, or Hopper, and was barely able to remember Mike. In a test involving a severed vine from the Upside Down, Owens asked if Will could feel anything as another scientist used a blowtorch to burn the vine. Through this, they determined that Will had some sort of “virus” that connected him to all other infected hosts in a hive intelligence.

Dustin discovered that Dart was actually a baby Demogorgon and trapped it in the storm cellar. He then enlisted Steve Harrington's help in dealing with it. However, when they entered the cellar, they discovered that, not only had Dart molted again, but it had also escaped through a tunnel it had dug in the earth. Dustin and Steve, along with Lucas and Max, came up with a plan to lure Dart to the Hawkins Junkyard using raw meat. While this plan succeeded, they had also managed to attract several other members of Dart's species (dubbed "Demodogs"). While the pack was attacking the bus, they suddenly stopped and began heading towards the lab.

Demodog at the Gate

A Demodog near the Gate

Claiming he knew a way to beat the shadow monster, Will pointed out a sensitive location in the tunnels, saying “he doesn't want me to see there.” As the soldiers entered the tunnels, Will revealed that the shadow monster had forced him to deceive them. The soldiers were ambushed and killed by a pack of Demodogs. Shortly after, Demodogs began invading the lab. While the group was escaping the lab, Bob was tackled and killed by several Demodogs. Everyone else, excluding Owens who had stayed behind, managed to escape the lab.

While speculating the shadow monster's weakness, Lucas, Mike, Dustin, and Max theorized that if they destroyed the monster, they would also destroy the monster's army. When they realized that the shadow monster controlled everything in a hive mind, they compared it to the Mind Flayer, a monster from Dungeons & Dragons that similarly controls the minds of its victims. The boys' D&D manual also stated that the Mind Flayer's goal was to spread and take over other dimensions, making them speculate that the shadow monster wanted to do the same. The group decided to interrogate Will to find the shadow monster's weakness.


After making the backyard shed unrecognizable, they placed Will inside and attempted to interrogate him. While the Mind Flayer had taken over a majority of Will's mind and body, a part of Will managed to subconsciously signal to them in Morse code. Deciphering his message, they discovered how to stop the Mind Flayer: they had to close the Gate. Soon after, the phone in the Byers' kitchen rang, giving away their location. A pack of Demodogs quickly surrounded the house. Before they could attack, Eleven arrived and eradicated them.

After taking Will to Hopper's cabin, Joyce, Nancy, and Jonathan restrained him, surrounding him with numerous heaters. This eventually caused the fragment of the Mind Flayer possessing Will to be expelled from his body. The particles fled the cabin, escaping to the abandoned Brimborn Steel Works to lay low.

Ep9-Steve, Mike, Lucas and Max at the tunnels

Mike, Lucas, Max, and Steve in the tunnels.

Meanwhile, Mike, Lucas, Dustin, Max, and Steve decided to burn the sensitive area of the tunnels Will had talked about, now nicknamed 'the hub'; they hoped by doing this, they could inflict pain to the hive mind, and to the Mind Flayer. Upon arriving, they doused the entire area in gasoline and set it ablaze. On their way out of the tunnels, the group encountered Dart. Recognizing Dustin, Dart did not attack and was easily distracted by Dustin giving it another Three Musketeers bar, allowing the group to escape.

Eleven closes the Mothergate

Eleven closes the Gate

Mind Flayer hovering the Hawkins Middle School

The Mind Flayer looms above Hawkins Middle

Hopper guided Eleven through the lab to the Gate, so that she may finally close it for good. Drawing on all her strength and pain, Eleven successfully used her powers to seal the rift. Vecna and the Mind Flayer's psychic link to the human world was cut off, causing the Demodogs and the tunnel-organism to die. The particles of the Mind Flayer’s fragment scattered across the floor of Brimborn Steel Works: dormant, but not destroyed.

On December 15, during the Snow Ball, the Mind Flayer loomed over the Upside Down version of Hawkins Middle School, sensing Eleven's presence on the other side.

1984 - 1985

The Starcourt ruse

Dr. Alexei and the other Soviet scientists working on their Key machine realised the technology was only one half of the equation: the location of the Key itself was also an important factor. Keys would always malfunction in Russia, with gates only briefly opening before sealing up. However, the scientists knew a stable gate had existed in Hawkins. They theorised their machine, if assembled in Hawkins, could pry open the already-weakened fabric of reality that existed there.

The corrupt Mayor Larry Kline of Hawkins was contacted by the international 'Starcourt Industries', and enabled their plans to construct the first Starcourt Mall. In truth, Starcourt Industries was a shell entity controlled by the Soviet Union, with Starcourt Mall intended to conceal the creation of a covert underground base.

"Oh my god, none of this is real."
This information from Teenage Mutant Ninja Turtles X Stranger Things is non-canon.
According to one source, a gate to the Upside Down opened in an abandoned train in the New York City subway system, sometime in early 1985. The portal allowed Demodogs to be unleashed upon the tunnels; the maniacial scientist Dr. Baxter Stockman seized upon the opportunity and converted a number of the creatures into cyborgs. Eleven and her friends later had an adventure in New York, where they encountered the cyborg Demodogs, Stockman and the Teenage Mutant Ninja Turtles.


"Out of many, one"

On June 28, 1985, some time after the grand opening of Starcourt Mall, the Soviets activated their newly-built Key machine in the underground base. Soviet-owned properties in East Hawkins, all near transformers, were used to siphon off energy from the town's power grid, triggering a major power outage. The energy was redirected to the underground base, and channelled into the Key. The Key ray activated and fired into the base wall, with a gate successfully forming. In the days that followed, the Soviets were able to acquire creatures and genetic material from the Upside Down; they even captured a fragment of the Mind Flayer and a pack of Demodogs, which were incapacitated and shipped to a facility in the Kamchatka Peninsula.

The melting rats

Rats gather at the Steel Works

S03E02 Official Image

Billy sees the Upside Down

After the gate was successfully formed, the Upside Down's psychic link to Hawkins was also re-established, reviving the fragment of the Mind Flayer laying low at Brimborn Steel Works. The Flayer fragment began possessing hordes of rats, and had them consume different types of chemicals; many of the rats would then explode into bloody puddles of biomass to create a proxy form, through which Vecna (via the Mind Flayer) could operate in the human world.

While driving down Cherry Oak Drive, Billy Hargrove suddenly found himself attacked by an unseen force, causing him to crash his car. Billy left the vehicle to investigate, coming across the abandoned Steel Works nearby; suddenly, a giant tendril emerged out of nowhere and dragged Billy into the shadows. In the basement of the Steel Works, the rat-flesh creature pumped toxic material into Billy's face and infected his mind, converting him into an obedient servant. Billy hallucinated himself leaving the building, only to find himself in the Upside Down; he saw a number of shadowy figures appear in the distance, and tried to call out to them. One of the figures walked forward; Billy was shocked to realise he was looking at a mirror image of himself.


"The Flayed" at Brimborn Steel Works

S03E06-El in Brimborn SteelWorks via the Void

Eleven has a vision of the Steel Works

The next day, a mind-addled and disturbed Billy kidnapped his co-worker Heather Holloway and took her to the Steel Works, where she too became possessed by the creature. Over the next few days, dozens more people were "flayed", including Doris Driscoll and Bruce Lowe. "The Flayed" would often target those close to them, such as Heather's parents, Tom and Janet. In some cases, such as with Doris Driscoll, exposure to infected rats was enough to bring the individual under the Mind Flayer's thrall. As with the rats, the unfortunate humans would be made to gorge cleaning fluids and other toxic chemicals, which would seemingly boost the infection's grip upon their minds. Some of these individuals would later dissolve into biomass, to be reconstituted into fleshy monstrosities directly under the hive mind’s control.

Eleven and her friends began investigating Billy after they realised he had been acting strange; after confronting him at the Hawkins Community Pool, the group realised he had fell under the Mind Flayer’s control. Later, Eleven used psychic projection to locate Billy after he escaped their encounter. However, to Eleven's surprise, Vecna was aware of her presence within Billy's mind, and placed her in a hallucination; using Billy as a vessel, Vecna talked to Eleven and learned of her location. However, in this moment of psychic connection between Eleven, Billy and Vecna, Eleven also saw Billy's childhood memories, and learned of his troubled past.[13]

The proxy body


The Tom-Bruce amalgam

Meanwhile, Vecna had the Mind Flayer melt down the bodies of the Flayed; a new monster was created from the melted remains of Tom Holloway and Bruce Lowe, which in turn merged with the proxy creature at the Steel Works. Eventually, all of the Flayed were summoned to the Steel Works, where all except Billy were melted and absorbed into the rat-flesh creature. The giant spider-like creature, not dissimilar in appearance to the "shadow monster", broke through the roof of the Steel Works and began to hunt down Eleven, knowing she was at Hopper’s cabin. Eleven and her allies were viciously attacked, but largely succeeded at defending themselves; however, a small piece of the proxy monster detached itself and bit into Eleven's leg, severely wounding her.

Later that night, Eleven's group went to Starcourt Mall to find Dustin, who had apparently located a new gate to the Upside Down. Shortly after meeting with Dustin and his friends in the food court, Eleven suddenly writhed in pain and fell to the ground; the group realised a piece of the flesh creature was still embedded in her wound. Jonathan forced the creature out, escaping before being dramatically crushed underfoot; Hopper, Joyce and their friend Murray Bauman had arrived at the mall, who hoped to infiltrate the Russian base and destroy the gate. Taking what Dustin, Steve, Robin Buckley, and Erica Sinclair had learned from their own adventure inside the base, Hopper, Joyce and Murray travelled there via the secret elevator their younger allies had discovered. After gunning down various Soviet soldiers, the trio took and donned their military uniforms, going incognito as they entered the facility.

In the food court, Eleven was unnerved to discover she had seemingly lost her psychokinetic abilities, leaving her and her friends vulnerable to the monster's attack. Not long after, Billy and the flesh monster arrived at the mall, still intent on destroying Eleven. After some time, Billy captured Eleven and dragged her to the middle of the food court, where she was to be consumed by the flesh monster. In a last-ditch effort to stop them, the kids started launching fireworks at the creature. Eleven tried to break through to Billy’s conscience while the creature was distracted, talking through his memories in an attempt to connect with him. The strategy worked: Billy’s long-dormant humanity re-awakened within him.

S3E8 Spider Monster kills Billy2

The Spider Monster kills Billy

S3E8 - Spider Monster10

The creature's corpse

After the fireworks fizzled out, the proxy monster regained its composure; it launched a spiked tendril directly at Eleven, only to be intercepted by Billy. The creature, enraged by Billy's betrayal, launched a dozen more tendrils at him, fatally wounding him. At the same time, Hopper and Joyce reached the Soviet control room and disabled the Key machine; the new gate was destroyed, though Hopper apparently perished in the process. Following the gate's closure, the psychic link to the Upside Down was cut off once again, causing the flesh monster to collapse and become inanimate. The creature’s corpse either fell into the hands of the American or Russian government, or alternatively, burned up in the "mall-fire" that apparently broke out following the battle's conclusion. The US military arrived to assess the aftermath and stormed the Soviet base; Dr. Owens reached the room containing the Key, and surveyed the smouldering remains of the shuttered gate.


Vecna's curse

S04E02 Vecna

Vecna in the attic

At some point, Henry Creel travelled to the Upside Down's version of the Creel House; in the attic, he could attach to vines connecting to various points in his back, lifting him into the air. When connected to the vines, Vecna entered a kind of meditative state, through which he crafted an imaginary space within his own mind.[14]

Around this time, flocks of bat-like creatures - a sister species to the Demogorgons - were first seen circling above the Creel House. They served as Vecna’s spies throughout the Upside Down.[15]

In March 1986, Vecna took a more direct approach in his attempts to destroy humanity. By this time, he had figured out a way to open gates from within the Upside Down; in the same way that the "powerful psychic connection" between Eleven and the Demogorgon of 1983 triggered the opening of the Mothergate, Vecna could form similar psychic connections with human beings in the regular world, exercising these connections to open new gates. Vecna possibly gained the ability to influence minds from across dimensions after a piece of the Spider Monster bit Eleven in July 1985, a being that the possessed Billy Hargrove said was "made" for her.

When attempting to open gates through this method, Vecna would strategically prey on teenagers with trauma, or experiencing mental health issues. He would go out of his way to psychologically torture his victims, making them experience disturbing and disorienting hallucinations, before ultimately killing them. The victim's suffering, panic and eventual death seemed to be key to Vecna's ability to open gates, likely maximizing the strength of the psychic connection. Vecna's ultimate goal was to open four gates.

Levitating Chrissy

Eddie Munson witnesses Chrissy levitating

Vecna first targeted cheerleader Chrissy Cunningham, who had been verbally abused by her mother, making her psychologically vulnerable. Chrissy began to experience frightening and disorienting hallucinations on March 21, seeing an eerie grandfather clock appear wedged in the side of a tree; later that night, Vecna launched his final attack on Chrissy while she visited Eddie Munson's trailer. She entered a trance and levitated above the floor, while she hallucinated herself being stalked by Vecna through a bizarre version of her own home. Finally, Vecna struck the killing blow; he used his powers to snap Chrissy's limbs and gouge out her eyes, horrifying Eddie and prompting him to flee.[16] A gate to the Upside Down then began to slowly open up in the trailer's roof.

Vecna's next target was Fred Benson, a student reporter. The previous year, Fred crashed a car and accidentally caused his friend's death, causing Fred to be haunted with guilt ever since. The day after Chrissy's death, Fred saw hallucinations of his friend's grieving family, and was forced to relive his memory of the car crash. While the afflicted Fred stood where the accident had happened, Vecna struck the killing blow, killing Fred and opening a second gate beneath the cement.[17]

The third target was Max Mayfield, the stepsister of the Flayed's quote-on-quote "leader", Billy Hargrove. Max was struggling with the loss of Billy, suffering through nightmares where she would re-experience his death.[18] Though Max and Billy had a tumultuous relationship, she felt guilty for wishing for "something to happen to him";[4] Max's festering grief made her a prime candidate for Vecna's plans. However, unlike Chrissy and Fred, Max and her friends had prior experience grappling with the horrors of the Upside Down. She was Vecna's only victim from this time to have any understanding what was happening to her, and why.[8]


Vecna tries to kill Max

After she finished reading a farewell letter aloud at Billy's grave, Vecna's hallucinations kicked in; the world went dark, and Billy appeared from the shadows to torment Max. However, Max realized that this Billy was only an illusion; it was truly Vecna lurking beneath. Max retreated from the cemetery, running towards a scarlet haze in the distance; suddenly, she found herself in the surreal expanses of Vecna's mind: a blood-red psychic terrain, with a fractured version of the Creel House at its center. At the fractured house, Vecna trapped and almost killed Max using vines, but due to external influence - her friends playing her favorite song on her cassette - Max found the emotional strength to break free of Vecna's control and return to reality.[8]

Nancy's vision

On March 25, Max struggled to describe Vecna's domain to her friends, drawing an illustration of the fractured house. Though Max didn't know it, Nancy realized she had drawn a fragmented version of Victor Creel's house. Some time later, Max, Nancy and their friends broke into the abandoned home, looking for clues that could shed light on Vecna's identity.

That same day, Vecna shifted his attention to another Hawkins High student. Patrick McKinney, having selected him as his fourth target. Patrick started to experience hallucinations, seeing Vecna's grandfather clock appear during Chrissy Cunningham's funeral. After the funeral, Patrick and his teammates from the school basketball team continued to look for Eddie Munson, believing Eddie to be Chrissy's killer.

After searching through an abandoned house near Lover's Lake, Patrick and Chrissy's boyfriend, Jason Carver, spotted Eddie far out into the lake, desperately trying to escape in a motorboat. Jason and Patrick gave chase, swimming furiously as Eddie struggled to paddle further away. However, just before they could reach Eddie, Patrick suddenly plunged beneath the water, before being launched into the air. Striking the killing blow, Vecna used his powers to twist Patrick's limbs and dislocate his jaw, horrifying both Jason and Eddie.

As Vecna launched the attack, the teens at the Creel House noticed their flashlights surge with energy, indicating that Vecna was inside the version of the house in the Upside Down. Meanwhile, Vecna's third gate opened at the bottom of Lover's Lake, directly below the spot where Patrick was killed.

Gate 3

Steve finds the underwater gate

Looking at the particles

Nancy interacts with the particles

The next day, Nancy, Robin, Eddie and Steve entered the Upside Down through the new gate at Lover's Lake, fending off swarms of attacking Demobats. They travelled to the Wheeler house, hoping to stock up on weapons; however, Nancy was confused to discover that her guns were missing in the Upside Down version of her room. After looking through her old diary, she realised the Upside Down was somehow "frozen" on the date November 6, 1983. Soon after, the group figured out a way to communicate with Dustin, Max, Lucas and Erica; they could hear an echo of Dustin's voice, slipping through dimensions. Nancy observed pockets of floating golden particles, that when touched, affected electrical activity back in the regular world. With the older group communicating via a manipulated Lite-Brite, and the younger group through their voices, they made a plan to meet at Forest Hills Trailer Park, where the older group would travel through the gate at the Munson trailer. The groups cycled to the trailer park, both using their dimension's version of the Wheelers' bicycles.


Vecna makes Nancy hallucinate

One Demobat spotted the older group as they cycled to the trailer park, alerting Vecna to their presence. He decided to target Nancy as she attempted to leave the Upside Down via the gate at Eddie's trailer. Momentarily falling through a black void, Nancy suddenly found herself at the bottom of an empty pool. She stood and re-oriented herself; she seemed to be back in the Upside Down, but to her horror, she saw the corpse of her long-deceased friend Barb lying against the pool wall. Climbing out of the pool, Nancy was now suddenly in Vecna's mindscape, standing atop the fractured Creel house. Nancy heard Vecna's voice resound all around her, taunting her. Nancy's surroundings transformed once again, and she witnessed Henry's memories as a child exploring his new home in Hawkins; Vecna showed her how he discovered his powers, the truth behind his family's death, and how Dr. Brenner intervened and took him to Hawkins Lab.

While Nancy witnessed Henry's memories at the lab, Brenner suddenly turned to her and addressed her by name. Realizing it was Vecna speaking to her, she ran out of the room and into the lab corridor, but got trapped down a dead-end with a barricaded door. Vecna slowly approached, telling her he now wished to show her the future. Suddenly, Nancy found herself bound to a chair, with Vecna standing before her. Instead of killing her, he instead told her to tell Eleven what she sees, before out-stretching his clawed left hand above her face; Nancy's mind was flooded with cataclysmic images of Hawkins being torn apart by four gates, and of a "giant creature with a gaping mouth" looming over the town. After Nancy started screaming in pain, Vecna finally let her go, releasing her from the trance.[19]

The battle of minds

Meanwhile, in Nevada, Eleven had regained her psychokinetic abilties after taking part in an experimental scheme created by Dr. Brenner and Dr. Owens. As part of the scheme, Eleven also remembered long-repressed memories of the September 8, 1979 massacre, and re-learned that she had sent Henry to the Upside Down. Brenner and Owens told Eleven the truth about Henry, informing her he had returned to terrorise Hawkins. Shortly after this, Colonel Sullivan and his forces led a full scale assault on the Nina facility. Brenner was killed in the attack, but Eleven escaped with the help of her adoptive family and friends. Eleven informed them they needed to travel to Hawkins immediately, if she were to have any hope of stopping Vecna.

Demogorgon pit

Hopper fends off the Demogorgon

Elsewhere, in Kamchatka, the former Hawkins police chief Jim Hopper escaped a Soviet labor camp, with the help of his friends Joyce Byers and Murray Bauman. After Hopper and Dmitri Antonov evaded an adult Demogorgon unleashed upon them by the Soviets, and meeting with Joyce and Murray, the group searched for a way out of the base. The group stumbled upon various paralysed Demodogs in tanks and the Soviets' imprisoned fragment of the Mind Flayer. Despite reaching Yuri Ismaylov's warehouse in Kyrzran, the group decided to return to the camp after hearing that their allies and loved ones in Hawkins were in danger. They hoped that by destroying the fragment of the Mind Flayer, they could deal damage to the Upside Down's hive mind, and assist their friends in need.

Back in Hawkins, Max, Nancy, Eddie and the others geared up to fight Vecna, hoping to eliminate the threat he posed to humanity. Max, Lucas and Erica returned to the Creel house, where Max would act as bait to draw Vecna's attention. Meanwhile, Nancy, Steve and Robin ventured back into the Upside Down, intending to attack while Vecna was distracted; additionally, Eddie and Dustin sought to distract the Demobats, and further disrupt Vecna's concentration.

Unbeknownst to the group, Eleven had used psychic projection to listen in on her friends as they devised their plans, and grew especially concerned for Max. Realising that physically returning to Hawkins in time to help was impossible, Eleven instead decided she would attempt to "piggyback"; it was possible she could enter Max's mind while Vecna attacked her, meaning she could fight him without having to physically be in Hawkins. Using a makeshift sensory deprivation tank, Eleven projected her consciousness to the Creel House, entered Max's mind, and began navigating her memories.

At the Creel House, Max made herself vulnerable to Vecna's influence, turning off her cassette player. With Lucas watching over her, she began hallucinating again, and Vecna stalked her through her mind once more. For a moment, Max escaped into her memory of the 1984 Snow Ball at Hawkins Middle, but before long, the memory of the Snow Ball started to buckle under Vecna's influence; balloons suddenly exploded in a bloody mess, the Upside Down's spores flooded the school gymnasium, and the record playing in the background abruptly transitioned into a completely different song. Moments later, Vecna arrived in the memory and cornered Max. Vecna started the gate-death ritual, only to be interrupted by Eleven, who had found her way inside the same memory. Eleven and Vecna became engaged in conflict, using their powers to throw objects at each other. Though Eleven was able to buy Max some time, Vecna was ultimately victorious, incapacitating both Eleven and Max. He pulled the two girls into his mindscape, using vines to bind them to the fractured house.

Back in tangible reality, the teens' plans were derailed when Jason Carver arrived at the Creel House to investigate their activities. Upon seeing Max in her trance, he assumed Lucas was committing a ritualistic sacrifice to Satan, and refused to listen when Lucas attempted to explain. Jason threatened Lucas with his gun, and the two ultimately ended up in a fistfight. Jason accidentally crushed Max's cassette player during the scuffle, leaving Max's fate solely in Eleven's hands.

UD Creel House entrance

Steve, Robin and Nancy enter the Creel House

In the Upside Down, Eddie used the power of heavy metal to distract the swarms of Demobats; he would ultimately sacrifice his life in a bid to further lure the bats away. Arriving at the Upside Down version of the Creel House, Nancy, Steve and Robin started ascending the staircase, carefully avoiding dense thickets of vines covering the floor. However, Robin slipped, and the vines suddenly sprung into action, forcing the three against the wall and began suffocating them to death. Meanwhile, Hopper, Joyce and Murray returned to the prison camp, where they learned that gunfire shattered the Demodogs' and the Mind Flayer's tanks. The Mind Flayer revived the paralysed Demodogs, which in turn slaughtered the remainder of the base's personnel. They set out to kill the Demogorgons, still hoping to inflict pain upon the hive mind.

Meanwhile, Vecna prepared to kill Max, attaching her unconscious mental avatar to a pillar with his vines. Eleven spoke up in a last-ditch attempt to save Max; she tried to empathise with Henry, telling him about Dr. Brenner's death, saying Brenner was at fault for Henry becoming "a monster". Vecna turned to face Eleven, and told her she was wrong; not only he had chose this path for himself, but it was actually Eleven who had made his transformation possible. Vecna elaborated, explaining that while exploring the Upside Down, he found the mists of the proto-Mind Flayer and transformed it into its current incarnation as a giant, spider-like beast; a shocked Eleven realised the Mind Flayer had been Vecna's puppet this whole time, with Vecna and the Mind Flayer's will being one and the same. Vecna then turned his attention back to Max, leaving Eleven in a state of despair. Moments later, she heard the voice of her boyfriend, Mike, break through from the real world. Mike, standing at Eleven's side as she floated in the makeshift isolation tank, encouraged her to keep fighting. Inspired to re-kindle her concentration, Eleven used her powers to slowly make the vines restraining her unravel.

Max floats in the attic

Max begins to float again

Vecna pushed back

Vecna is pushed away by Eleven

Back in the Creel attic, Lucas had ended up restrained and choked by Jason; unable to move, he watched in fear as Max started to rise above the floor. In a fit of rage, Lucas took Jason by surprise and smashed his face into a window, knocking him unconscious. Lucas turned back to face Max, but was horrified to watch as Vecna broke her limbs, one by one. Upon finally being released from the vines, Eleven unleashed her full power, pushing Vecna up against a pillar before he could finish killing Max.

After chasing Hopper and Joyce around the Soviet base for a lengthy period, the Demogorgons gathered in the same spot, allowing Murray to burn the bulk of the creatures to death with Yuri Ismaylov's flamethrower. The adult Demogorgon survived, but moments later, Hopper used a sword to behead the creature. Hopper, Joyce and Murray were rescued by Yuri and Dmitri Antonov in Yuri's helicopter Katinka. The Demogorgon deaths weakened everything else connected to the hive mind: the bats, the vines, and even Vecna himself. The vines restraining Nancy, Steve and Robin writhed in pain, releasing the three and allowing them to reach the alternate version of the attic. There, they finally witnessed Vecna in the flesh, his body eerily suspended above the floorboards.

Nancy attacks Vecna

Nancy attacks

Vecna set aflame

Vecna set aflame

Steve threw a Molotov cocktail, setting Vecna ablaze; Robin then threw another, and Nancy shot at him with a shotgun. Instantly after being set on fire, the vines disconnected from his back, breaking Vecna's concentration and causing the mindscape to dissolve around Eleven. Vecna had no time to gather his bearings and fight back, having been weakened by Eleven, Murray and the Molotovs all at once. Nancy's last gunshot sent Vecna flying through the boarded window, his body crashing to the hard ground below. The trio rushed outside to make sure of his death, but found he had disappeared.

Following Nancy, Steve, and Robin's attack, Eleven's consciousness returned to the mental void through which she entered Max's memories, and for a moment, Max's consciousness returned to her body in the attic. Although Vecna's attack on Max had not gone to plan, she nevertheless succumbed to her injuries, and her heart stopped. Nancy, Steve and Robin heard the grandfather clock chime eerily from within the house; moments later, a fourth and final gate ripped open in the attic, bisecting and killing Jason in the process. All four curse gates then rapidly expanded, creating the cataclysm Nancy saw in her vision; the gates converged upon the Hawkins town square, creating an earthquake-like effect killing dozens of residents. Eleven used her abilities from afar to restart Max's heart, reviving her, albeit in a comatose state.

Two days later, Eleven, Will and the others arrived in Hawkins, and were shocked to discover the scale of destruction that Vecna had inflicted on the town. While visiting Max in hospital, Eleven reached into her mind, but could not find her consciousness. Meanwhile, Will, who possessed a lingering psychic connection to the Upside Down, sensed Vecna was alive upon returning to Hawkins, and insisted to Mike that Vecna must be killed. Not long after, the Upside Down's spores began to fall from the sky. Walking to a nearby hill, Eleven, Will and their allies watched in fear as plumes of smoke and spores emerged from the four gates; Vecna's plan was coming to fruition after all.[4]

The gates and plumes

The curse gates become active



The unknown dimension that appeared to be the Upside Down's original incarnation, or otherwise closely related to the Upside Down, was defined by mountainous terrain, floating rocks and electrical storms, and was home to a race of humanoid predators.[4] The connection between the Upside Down and Hawkins was seemingly established when Eleven made contact with the Demogorgon using her psychic abilities, causing a gate to rip open in Hawkins National Laboratory. Somehow, Eleven's moment of psychic contact with the Demogorgon apparently triggered a radical shift in the Upside Down's very nature. The realm seemed to have transformed, from that point appearing as a perfect copy of the human world, frozen in the exact state as it existed on November 6, 1983. The Upside Down contains the same locations and infrastructure as 1983 Hawkins, but it is much darker, colder and obscured by an omnipresent fog, while ash-like spores drift through the air. It is devoid of human life, instead being overrun by ropy, root-like vines, tendrils and biological membranes covering practically every surface.[6][2]

The Upside Down - Hopper in hazmat suit

Hazmat suits can protect the wearers from toxicity that ensues following prolonged exposure.

Though much remains unknown about the Upside Down, the dimension possesses a few observable properties and characteristics. It contains a human-breathable atmosphere (though is potentially toxic with prolonged exposure). The laws of physics - at least concerning light, gravity, and sound - appear to function the same way as in the regular world. Furthermore, noise and sound originating from Hawkins is somehow faintly audible in the Upside Down, almost like an echo. This allows Will to hear Joyce's voice when he is trapped in the Upside Down; similarly, Joyce hears Jonathan's voice when she visits the dimension's version of her house. However, sound from the Upside Down is not seemingly audible in Hawkins, unless there is a nearby gate which it can pass through. This is demonstrated by the fact that Jonathan and Nancy were able to hear each other when they were near one such portal,[20] despite being in separate dimensions.

Joyce communicates

Joyce communicates with Will via the electricity.

Gold particles

Nancy manipulates the gold particles

The Upside Down affects the electromagnetic field of the human world, often causing electricity and electronics to malfunction. This was the reason Will could manipulate the lights precisely in order to communicate with Joyce, despite the lights not being visible in the Upside Down.[21] Luminescent golden particles would sometimes appear in the Upside Down when traces of electrical activity were present in the regular world; these particles could be manipulated by a person in the Upside Down to affect electronic devices on the other side. This effect could be seen when Joyce and Hopper were in the Upside Down; when they passed through the Byers' house, the Christmas lights in the regular world would glow, matching their corresponding location. Will also made the telephone ring and was slightly heard through noise and static, but it broke as the Demogorgon approached. Similarly, when the Demogorgon created temporary gates, the lights would flicker frantically. On a larger scale, the Gate's opening caused power surges all over East Hawkins, and was strong enough to distort the local magnetic field, causing compasses to point to the laboratory instead of true north.

When the boys ask their science teacher, Scott Clarke, about different dimensions, he refers to Hugh Everett's Many-Worlds Interpretation, which posits that "parallel universes" exist - which he explains as being "just like our world, but just.. infinite variations of it". Going by this logic, the Upside Down could be one of these many variations.

According to the scientists of Hawkins Lab, the atmosphere of the Upside Down is toxic to humans, hence why they wore hazmat suits to enter the dimension. However, it seems the atmosphere is only damaging after prolonged exposure, as Nancy entered for a brief moment and showed no signs of damage. Will Byers was exposed to the air for a week and became sick, though this sickness may been caused by the vine Hopper and Joyce found extending through his mouth, windpipe and throat.

Regardless of the atmosphere's effects, the Upside Down's flora and fauna was highly toxic. When a series of subterranean tunnels extending from the Upside Down began to spread and grow beneath Hawkins, they caused several farmers' crops to rot overnight. Trees in the woodlands in close proximity to the affected farms were also observed to have the same rot. While Hopper explored the aforementioned tunnels, a growth on the ceiling sprayed a cluster of spores at his face, causing him to lose consciousness; upon waking up, he coughed up an unknown black substance. After the four curse gates opened and converged to form one gigantic rift in March 1986, vegetation was affected almost immediately; an otherwise vibrant field of sunflowers at Weathertop started to wilt and rot away.

Will the Wizard and the Demogorgon

Eleven's analogy, which attempts to explain the Upside Down.

Mike, Lucas, and Dustin's theories on the Upside Down are primarily based on their knowledge from Dungeons & Dragons, calling the Upside Down the Vale of Shadows. At one point, Eleven, who appears to have instinctual knowledge of the Upside Down, flips their D&D game board upside-down, before placing Will's player piece on top along with the Demogorgon's. Mike eventually realizes that Eleven is essentially explaining that Will is trapped in an alternate realm hidden from sight but inherently connected with their own, just like the underside of the game board. This analogy later inspires the boys to refer to this realm as "the Upside Down". Dustin compares the Upside Down to the fictional "Vale of Shadows", of Dungeons & Dragons lore. Mike's notes on the Vale refer to it as "a dimension that is a dark reflection, or echo, of our world. It is a place of decay and death, a plane out of phase, a place of monsters. It is right next to you and you do not even see it".[22]

When it was discovered that everything within the dimension is part of a hive intelligence controlled by the shadow monster, the team compared the entity to the Mind Flayer, a being from D&D that is said to travel across and take over different dimensions. This led them to theorize that the shadow monster had the same goal. Later on, it came to light that the Mind Flayer was partially a creation of Henry Creel, who encountered the entity in its native form and shaped it into its "shadow monster" incarnation. It remains unclear whether the Mind Flayer was always linked to all life in the Upside Down, or whether its hive mind was established after Henry came to the Upside Down and formed a link with the Mind Flayer. Likewise, it is unknown at this point whether the Mind Flayer has any agency of its own, or whether it is merely an extension of Henry's will.

The hive mind

The hive mind was a collective telepathic intelligence that psychically linked all creatures within the Upside Down. Since the Mind Flayer entirely consisted of sentient particles which shared a collective consciousness, Vecna realised the creature could act as a means to control other creatures and beings. Through fragments of the Mind Flayer, Vecna could possess and connect various lifeforms to the same shared consciousness, with Vecna's will apparently at the top of the chain. However, since the Mind Flayer was a sentient entity with its own intelligence, it was sometimes unclear if Vecna had full control over the hive mind.[5]

Through the hive mind, a diverse range of beings fell under Vecna's control, including "Demogorgons", Will Byers and the tunnel-organism in 1984, the "Flayed" of 1985, and "Demobats", as well as the roots and vines strewn across the surface of the Upside Down. Creatures connected to the hive mind would experience each others' knowledge and senses; because of the hive mind, the Upside Down was essentially one gigantic organism; a collection of smaller beings and organisms, unified by a singular consciousness. Even gates, which consisted of the same vines, shapes and forms present within the Upside Down, were probably part of the hive mind.

Through his command of the hive mind, Vecna approached a near-omniscient understanding of his territory. If a Demobat became aware of a trespasser in the Upside Down; Vecna would instantly know. Similarly, if an unlucky visitor were to tread on a vine, Vecna could immediately react and disseminate his will, making the vines spring into action and attack.

However, at times, the two-way nature of the psychic connection was also a point of vulnerability. Any pain felt by the connected entities was shared amongst them; the physical suffering of Vecna's thralls would translate to every other being in the hive mind, including Vecna himself. That said, pain inflicted upon the hive mind produced varied effects, affecting creatures differently based on their resistance and strength.


Stranger Things 1x08 – Egg

Hopper surveys an otherworldly egg

The Upside Down contains no life recognizable to humans beyond dead plants and trees, instead harboring its own unique biology and ecosystem. Biological growth of various kinds, such as vines, tendrils and flesh-like membranes, are prevalent across the dimension's version of Hawkins, permeating and covering most surfaces. These life forms appear to grow and spread in a similar fashion to fungi or plant life.

The Mind Flayer

Main article: The Mind Flayer
Mind Flayer hovering the Hawkins Middle School

As far as can be determined, all native biological growth and organisms present in the Upside Down are part of a hive mind made possible through an enormous entity known as the Mind Flayer. Because of this, the entire dimension is virtually a giant superorganism. The entity, which somewhat resembled a gigantic spider, possessed other creatures by embedding fragments of itself - clouds of particles - inside their bodies. As long as a gate remained open, the Mind Flayer's psychic link to its disembodied fragments would remain. In 1985, the opening of a new gate revitalised a Mind Flayer fragment, which led to the creation of the Mind Flayer's proxy form: a fleshy 30-ft-tall monstrosity, made from the remains of possessed humans.

The Party theorized the Mind Flayer wanted to merge the Upside Down with Hawkins, which later proved to be correct. It would later come to light that the Mind Flayer's spider-like form was not its original incarnation, but was created by Henry Creel, and that Henry and the Mind Flayer's will were one and the same.[4]

The Mind Flayer had one glaring weakness: heat, especially fire. Everything connected in the hive mind shared this weakness. As a result, if a host is burned, the Mind Flayer, as well as all other hosts, would feel the pain. The scientists at Hawkins Lab used this weakness to their advantage, periodically burning biological matter seeping from the Gate in order to contain the growth. This weakness was also exploited in order to rid Will Byers of the Mind Flayer's possession, and later, in the fight against the possessed Billy Hargrove.[23]


Main article: Demogorgon (species)
Demogorgon life cycle

The Demogorgon life cycle

Humanoid predators, known as Demogorgons, reside in this dimension. The creatures have a six stage life cycle that is somewhat similar to amphibian species. They begin life as small slug-like creatures, and molt several times before emerging as an adult. So far, two fully grown Demogorgons have been seen: one that attacked Hawkins in 1983, and another that was captured by the Soviets and brought to Kamchatka in 1985.

The Demogorgon of 1983 would take captured victims to the alternate version of the public library, which housed something resembling a nest. The exact reason for this is unclear, but considering Demogorgon larvae were observed to be inhabiting the bodies of at least two victims (Will Byers and Barbara Holland), it can be surmised this was for reproductive purposes. It was released into the human world when a gate was opened at Hawkins National Laboratory. Barbara was killed by the Demogorgon, while Will was rescued.

In 1984, the Mind Flayer unleashed a pack of adolescent Demogorgons, referred to as "Demodogs", throughout the town. When they overran the lab, they killed several scientists and soldiers, as well as Bob Newby, and maimed the director Dr. Sam Owens. All Demodogs in the human world were killed after the Gate's closure.

By 1985, a captured adult Demogorgon was used to execute political prisoners by the Soviets at a base in Kamchatka. This was only one of several Demogorgons being kept at the facility, with the others being immature "Demodog" specimens. A fragment of the Mind Flayer was also stored at this facility, which at one point escaped and possessed the Demodogs. These too were killed by Murray Bauman, Jim Hopper, and Joyce Byers.


Main article: Vines
Spike vine

Vines, also referred to as tendrils, are one of the dominant forms of life present in the Upside Down, and make up part of the hive mind; the vines are a form of life existing somewhere between the traditional idea of ' "plant" and "animal".

Will Byers was attached to a vine while he was strung up in the Upside Down equivalent of the public library. Later, Jim Hopper was attacked by vines when exploring the tunnels beneath Hawkins. Furthermore, Vecna's true form in the Upside Down was connected to a series of spiked vines through juncture points in his back.


Main article: Hawkins Tunnel System

By 1984, a series of tunnels grew out from the Mothergate. These tunnels were not made from earth and were essentially one enormous organism. Their purpose was to serve as the medium by which the Upside Down would take over the human world, and for Demodogs to transit across Hawkins.[24] The conditions in the tunnels were exactly like the Upside Down's, with a toxic atmosphere, spores floating through the air, and vines and tendrils covering every surface.

As the tunnels expanded beneath Hawkins, they caused the deterioration of crops and other plant life. Eventually, an entire section of the tunnels served as a "graveyard" where animals were consumed. In this section was the "hub", the center of the tunnel system. They were also noted to go around any bodies of water. When the Mothergate was closed, the tunnels and the vines within died.


The Upside Down - Hopper in hazmat suit

Spores filled the atmosphere of the Upside Down, perpetually drifting through the air. After the Mothergate opened at Hawkins Lab, spores began to float in the corridors. The spores were also present in the tunnels. A growth found on the ceiling of the tunnels could produce a sort of "spore-spray". This spray appears to be highly toxic, as Hopper collapsed almost immediately after he was sprayed directly in the face, and vomited at least twice.

Following the opening of the curse gates in 1986, plumes of spores started to fall across the landscape of Hawkins.


Main article: Demobats

Demobats in flight

Flying predators known as Demobats reside in this dimension. They are seemingly related to Demogorgons, as they share a similar petal-like maw, brimming with teeth.[25]

In 1986, the Demobats gathered in swarms above the Upside Down's version of the Creel House, and acted as Vecna's spies. After Steve was dragged through "Watergate", he was attacked by a small pack of Demobats, biting at his sides while another attempted to strangle him with its tail.[26] Before the Demobats could kill Steve, Nancy, Robin, and Eddie entered Watergate and attacked the Demobats.[6] Later, Eddie used metal music to distract the Demobats as the others carried out an attack at the Creel House, ultimately sacrificing his life in the process.[4][15]

Known visitors

Dimension visitors

Tunnel visitors

Main article: Hawkins Tunnel System


Behind the scenes



Concept art of the Upside Down during the day.

Like the Demogorgon, the Upside Down was designed by Aaron Sims Creative. In early development, there was consideration of time changes between the Upside Down and the regular world. Meaning, if it was daytime in Hawkins, it would've been nighttime in the other dimension and vice versa. In the end, they chose an all around dark, nightmarish design.[37]


The Duffers named Alien and Silent Hill as inspirations for the Upside Down. Sims was also influenced by the works of the Polish painter Zdzislaw Beksinski, whose works often depicted " otherworldly, hellish world, surrounded by a thin layer of something we can’t quite make out." Sims didn't base designs on any scientific theory of alternate dimensions, but around "the exploration of terrifying images and art." Taking the idea of mold and the film that covers things that have decayed, they sought to create an image of a world that was basically "dead." The falling ash-like spores were designed with the intent to help viewers visually distinguish between the two worlds. The spores were also hinted as possibly being connected to the Demogorgon.[37]


The Duffers have said they have a 30-page document that explains the intricacies of the Upside Down in full. However, much of these details are yet to be revealed.

While the lack of concrete information surrounding the Upside Down is partly due to episode time constraints, these details are also scarce by design. In order to preserve a sense of mystery and dread, the Duffers tend to keep the Upside Down from the main characters' point of view. Matt explained that "it's scarier when you don't fully understand what's happening." The extent of the revelations about the mythology also depends on the wider story. For instance, the Duffers wanted the first season to focus on Will's disappearance, while only hinting at the larger mythology behind the Gate and the Upside Down.[38]

However, they are sure to not let logic dictate all of their decisions. As long as it’s not cheating the audience and feels like it belongs in their world, the Duffers often use ideas that simply excite them. Explaining any gaps in the mythology that arise is not their greatest concern.[39]


The Stranger Things production team developed a wide range of Upside Down-related designs, with the second season's development being an especially busy period:

There's definitely some research we did in the process of figuring out elements of the Upside Down, some really interesting, weird ... we were looking into a lot of amphibious egg sacs and stuff. There's definitely some interesting ideas for other flora and fauna that we haven't yet been able to kind of get our hands around. There's endless potential for making scary, gross stuff for the Upside Down.
At the very end when I was cleaning up my desk I found these cards and I'm looking back at these cards from the very beginning of the show and I realized, you know what...half of what's on those cards we did and half of it we didn't, and we did other things instead. So what's just on the cards that never made it in the show is more awesome than anything else I've seen on any other show -- so I think there's gonna be a lot of cool ideas coming up.
Christina Graff[24]


  • Since the first season's release, the way in which the Upside Down mirrors Hawkins, Indiana has been one of Stranger Things's biggest mysteries.
    • Following Season 1's release in 2016, various theories attempted to explain the nature of the Upside Down. Some speculated that the Upside Down was a frozen "snapshot" of Hawkins, created specifically during Eleven's moment of contact with the Monster - this speculation would later turn out to be accurate.[41]
    • In a 2017 interview with IndieWire, production designer Chris Trujillo gave the following description of the Upside Down's creation:
Essentially, at the moment that the rift was formed and [unleashed] the monster, this dark dimension overlaps with the Hawkins’ world and it gets inflected with the vines and the spores.

Pre-vis render of a Demospider[2]

  • Joyce's way of communicating with Will through the lights and hearing him in the walls of the house is an allusion to the 1982 horror film Poltergeist, in which young Carol Anne goes missing in another dimension and can be heard through the TV and walls. Also similar to Joyce, Carol Anne's mother ended up entering the other dimension to save her child.
  • In the original script, the Upside Down was referred to as the Nether (although Upside Down was still the name the characters used in dialogue). The popularity of the in-universe nickname led to it being referred almost exclusively by that name instead.[43]
  • In "MADMAX", during Dr. Owens's regular check-up on Will's symptoms, Owens notably uses the term "the Upside Down" when discussing the other world with Will. This is the series' only instance where a government official adopts the Party's terminology to describe the supernatural.
  • Nicknames for two new creatures, "Demospiders" and "Demobats", were spotted in Stranger Things 4 merchandise. While the Demobats did appear in the fourth season, these Demospiders did not.[25]
  • Stranger Things 3 is the only season to not include scenes set within the Upside Down; the dimension only appears through Billy Hargrove's hallucination in "The Mall Rats".
  • The following locations have had an "Upside Down" version appear thus far:


View Gallery For this subject's gallery, see The Upside Down/Gallery.


  1. 1.0 1.1 1.2 Stranger Things: Suspicious Minds
  2. 2.0 2.1 2.2 2.3 2.4 2.5 "Spotlight: Production Design with Chris Trujillo", from the Stranger Things YouTube channel.
  3. @michael_maher_jr on Instagram
  4. 4.0 4.1 4.2 4.3 4.4 4.5 4.6 4.7 "The Piggyback"
  5. 5.0 5.1 Stranger Things VR
  6. 6.0 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 "The Massacre at Hawkins Lab"
  7. 7.0 7.1 7.2 "How the Duffers Created Their Scary The Upside Down" IndieWire. June 13, 2017.
  8. 8.0 8.1 8.2 "Dear Billy"
  9. "HELLSCAPE" Michael Maher Jr. 2022.
  10. 10.0 10.1 "DIMENSION-X" Michael Maher Jr. 2022.
  11. Stranger Things: Kamchatka
  12. "The Nina Project"
  13. "Stranger Things 4: Ending Explained" from the Netflix Geeked YouTube channel.
  14. "‘Stranger Things’ Season 4: How the Duffer Brothers Channeled Freddy Krueger for the Vecna Monster" IndieWire. May 31, 2022.
  15. 15.0 15.1 "10 Things We Learned on the Set of 'Stranger Things' Season 4" Collider. April 18, 2022.
  16. "The Hellfire Club"
  17. 17.0 17.1 "Vecna's Curse"
  18. "The Monster and the Superhero"
  19. 19.0 19.1 "Papa"
  20. 20.0 20.1 "The Monster"
  21. "Stranger Things Rewatch | Behind the Scenes: Duffer Brothers on Christmas Lights | Netflix"
  22. 22.0 22.1 "The Flea and the Acrobat"
  23. 23.0 23.1 "The Mall Rats"
  24. 24.0 24.1 24.2 "Inside How Stranger Things 2 Created a Bigger, Badder Upside Down" TV Guide. December 12, 2017.
  25. 25.0 25.1 "Demo Bats: “Stranger Things” Creators Tease the Gothic New Season 4 Threat" Bloody Disgusting. April 15, 2022.
  26. "The Dive"
  27. 27.0 27.1 "The Upside Down"
  28. "The Vanishing of Will Byers"
  29. "Trick or Treat, Freak"
  30. "Holly, Jolly"
  31. "The Body"
  32. 32.0 32.1 "Dig Dug"
  33. 33.0 33.1 33.2 33.3 33.4 "The Gate"
  34. "Will the Wise"
  35. 35.0 35.1 "The Spy"
  36. "The Pollywog"
  37. 37.0 37.1 "Exclusive ‘Stranger Things’ Art Reveals ‘Upside Down’ Secrets and Barb’s Alternate End". Screen Crush. August 22, 2016.
  38. "‘Stranger Things’ Finale: Duffer Brothers Talk Cliffhangers, Death and Season 2" Variety. July 18, 2016.
  39. "The Duffer Brothers Recap Stranger Things 2, ‘Chapter Three: The Pollywog’" Vulture. November 1, 2017.
  40. 40.0 40.1 The VFX Wizardry Behind Stranger Things 2 (NAB Show 2018) | Adobe Creative Cloud The "Adobe Creative Cloud" YouTube channel. April 19, 2018.
  41. "Stranger Things Season 1 Explained" YouTube. October 24, 2016.
  42. "‘Stranger Things’ Matt & Ross Duffer Dish Season 4 Finale Death & Destruction & Epic Battles Ahead"
  43. "The Upside Down was called the Nether in every season one script and on set" Insider. November 8, 2017.