WARNING: The following article contains spoilers for Stranger Things Seas0n 3, streaming now on Netflix.
Stranger Things has never been a series that makes pop-culture references lightly, so when the kids sneak into a theater in the Season 3 premiere to watch George A. Romero's Day of the Dead, viewers should take notice. It's our first clue to the latest threats to Hawkins, Indiana.
The Flayed, which lend their name to the title of the fifth episode, aren't exactly zombies. They're something between the walking dead, the pod people from Invasion of the Body Snatchers, and maybe the alien from John Carpenter's The Thing (it's no coincidence a poster for the 1982 film hangs in Mike's basement). Except they're otherwise-unassuming residents of Hawkins, under the thrall of the malevolent Mind Flayer, which -- surprise! -- wasn't locked within the Upside Down in Season 2, at least not entirely.
The revelation fits nicely into the third season's overtones of Cold War paranoia, with the Soviets secretly attempting to unlock the gate between dimension, beneath the Starcourt Mall. Those citizens who become infected effectively become sleeper agents, or the Flayed, as the kids call them, waiting to be activated to serve the Mind Flayer.
As fan theorists surmised, and the final trailer confirmed, Max's menacing stepbrother Billy Hargrove (Dacre Montgomery), who makes all the moms at the pool swoon, becomes infected by the Upside Down after he crashes his beloved Camaro outside of Brimborn Steel Works, a sort of ground zero. Although Billy isn't the first to become infected -- poor old Doris Driscoll and her fertilizer-eating rats certainly predate him -- but he is instrumental to the Mind Flayer's plan. Think of him as the general of the Shadow Monster's new, and growing, army.
It's Billy who abducts fellow lifeguard Heather (Francesca Reale) and takes her to the steel factory, where she too is infected. She, in turn, helps to abduct her parents, including her father Tom (Michael Park), editor of The Hawkins Post, where Nancy (Natalia Dyer) and Jonathan (Charlie Heaton) are summer interns. He not only infects loudmouth reporter Bruce (Jake Busey), but fires Nancy and Jonathan following their unauthorized investigation into the fertilizer and cleaning chemicals around town. (They're being eaten by infected rats and by The Flayed, although we're never provided with a clear explanation why.)
However, Tom's work isn't done quite yet. When the kids go to the hospital, intending to abduct Mrs. Driscoll, in hopes that she can lead them to the source of the infection, they instead encounter Tom and Bruce. The separately engage in brutal fight with Nancy and Jonathan, during which we realize the Flayed are linked, mentally and physically: When Bruce receives a blow to the face, Tom reacts too, and something vaguely resembling blood trickles from his mouth.
It's when the two are seemingly killed that we see the full extent of the Flayed's abilities. Their bodies change into a red, lumpy goo, just as Mrs. Discoll's infected rat did earlier, and join together to become the snarling monster viewed in the trailers (it wasn't Billy after all). Even after Eleven (Millie Bobby Brown) defeats the creature, and hurls it from an upper floor of the hospital, it returns to its gelatinous form and oozes into the sewer, where we see Billy and Heather, apparently serving as traffic controllers. That's because being members of the Mind Flayer's army requires sacrifice: The Flayed at Mayor Kline's Fun Fair are activated in Episode 6, the appropriately titled "E Pluribus Unum," not to turn on their fellow revelers, as viewers may have suspected, but rather to form a monster -- effectively, the Mind Flayer given physical form -- so enormous that it shakes the trees when it walks, on its way to Hopper's cabin.
The kids realize that, if they kill the creature, they'll likely kill Mrs. Driscoll and the other Flayed who compose it. But what choice do they have when the monster is stalking them, Jurassic Park-style, through the Starcourt Mall?
Created by the Duffer Brothers, Stranger Things stars Winona Ryder, David Harbour, Finn Wolfhard, Millie Bobby Brown, Gaten Matarazzo, Caleb McLaughlin, Noah Schnapp, Natalia Dyer, Charlie Heaton, Joe Keery, Priah Ferguson, Cary Elwes, Jake Busey and Maya Thurman-Hawke.