Some people aren’t looking to be terrified just because its Halloween. Sure, a little scare in the course of a great show is one thing, but being altogether terrified by a scary movie is another. So, for those of us that love shows likeStranger Things(and no interest in terrifying shows likeThe Haunting of Hill House), but don’t have time for a whole series rewatch before Halloween, here are the five scariest episodes to stay right on theme this spooky holiday season.
Season 1, Episode 3: ‘Holly, Jolly’
In some respects,Stranger ThingsSeason 1 is the scariest of them all. It built the Upside Down into the nightmare-inducing alternate universe it truly is. The events ofStranger ThingsSeason 1, Episode 3, “Holly, Jolly” are some of the scariest of the entire series. We get our first hands-on experience as we watch Barb try and fail to escape the Upside Down. And it’s, well, “terrifying” is putting it mildly. Later, we follow Holly Wheeler down a creepy hallway thanks to Joyce’s Christmas lights obsession. While lights blinking aren’t inherently terrifying, knowing what it means for Will and what Holly sees come out of the wall definitely adds to this episode’s creepy factor.
It’s not just the present day stuff that’s scary, either. In flashback, we see Eleven back at the lab with her “Papa,” being forced to use her powers in experiments. They start with crushing cans, but soon escalate to them trying to get Elle to hurt other living things. And, finally, this is the episode where Will’s body is found in the quarry. After everything we’ve seen in “Holly, Jolly,” that’s almost the worst part. Not because seeing the actual body is scary, but believing that Will has been overpowered by the Upside Down is incredibly scary. This is one absolutely terrifying episode from start to finish.

RELATED:‘Stranger Things’ Spinoff Shows Are Being Discussed, Says Netflix Head Ted Sarandos
Season 2, Episode 3: ‘The Pollywog’
Dustin discovers a slimy, new friend in his trash can, but it quickly grows to something out of his control. He packs it up and takes it with him to school, to show the other members of the party, but it quickly levels up and gets loose in the school, which leads us to the real reason this episode made our list.
In “The Pollywog,” Joyce uses Bob’s help to watch the camera footage that Will and his friends captured while they were trick-or-treating. For a brief moment, Joyce notices a shape in the relief of the sky behind Will. Thanks to another drawing Will had done earlier, she is able to learn that this creepy creature is the one we know as the Mindflayer. Its imposing size is enough to scare the heck out of anyone. While the Demogorgon was scary in Season 1, it doesn’t begin to terrify the way the Mindflayer is capable of.

But, that’s not our only chance to see the Mindflayer in all its glory. Earlier in the episode, Will asks Bob for help, and while Bob innocently misunderstands, he gives Will the worst advice ever for dealing with an extra-dimensional mind-controlling monster. That advice comes to fruition in the episode’s scariest moment. While running around looking for Dart, Will finds himself thrust back into the Upside Down, and being chased by a dark, ominous cloud through his school hallways. He bursts outside to escape it, but decides to stand his ground on the soccer field behind the school. Before long, the Mindflayer takes advantage of the opportunity and attacks Will in a thoroughly horrifying manner. It’s impossible to get out of your head once you’ve seen it, and it definitely deserves a spot on this list.
Season 2, Episode 6: ‘The Spy’
A minor storyline, but still pretty scary, this episode shows the culmination of Steve and Dustin’s hunt for Dart. They meet up with Lucas and Max at the wreck yard and set up a trap to kill Dart, now that he’s big and out of control. This episode is where Steve goes from peripheral character to a main player, as he gets himself pulled into all the action. They soon become the hunted, until the Mindflayer calls Dart and his Demodog friends away for a greater purpose. The Demodogs are possibly creepier than theDemogorgon, but it has been a while since we saw him last. If they ever stood side by side, it would be a contest, for sure.
After the events of Episode 3, Will hasn’t been feeling all that great. Since none of the typical human remedies do much to help him feel better, Joyce and Hopper take him to the only place she knows may stand a chance: Hawkins lab. While there, they soon realize that Will isn’t entirely himself.Eek!They think they’re following Will’s advice, by sending men into the Mindflayer’s tunnels to deal some serious damage, but the soldiers aren’t there long before they find themselves overrun. The Mindflayer is in control of the ship now, and, unfortunately, Will can’t be trusted anymore. He may have used his connection to the Mindflayer to help before, but now, he’s just another pawn in the Mindflayer’s game. And he’s a pawn no one will sacrifice.

Season 3, Episode 5: ‘The Flayed’
The episode begins with Steve, Robin, Erica, and Dustin dropping at some seriously scary speeds in a freight elevator. Since they have no idea where they’re going or how to get out of the elevator when they get there, it’s all insanely creepy. This is the episode where all the storylines shift from interesting to scary. Codebreaking and investigating are fun, but when you start to face the bad guys, that’s when things cross over.
They find a way out, but only to discover they’re stories deep with a lot of Russian soldiers standing between them and their only way to call for help. Along the way, they find the giant laser the Russians are using to try and open a new gate to the Upside Down. We have to wait forStranger ThingsSeason 3, Episode 6 to learn their fate, but it doesn’t look good for our intrepid codebreakers.

While all that’s going on, the rest of the kids, Nancy and Jonathan included, are putting together the pieces of what the Mindflayer is doing with all the people who keep disappearing. They follow their clues to the hospital, where we finally see the Mindflayer in all its fleshy glory.
Season 3, Episode 6: ‘E Pluribis Unum’
Here’s where we get the resolution from the previousStranger Thingsepisode, and we get to see our quartet of codebreakers try to outsmart the Russian army. While it works out alright for Dustin and Erica as they escape to get help, Steve and Robin are left behind. The Russians torture and beat Steve in an attempt to get information out of him, but it doesn’t work well. It isn’t until the Russians dose them with a little truth serum that they get anything worthwhile.
At the same time, Nancy and Jonathan are fighting for their lives at the hospital, all while the younger kids wait a floor below. While the Mindflayer looks like a solid mass of human flesh, they quickly learn that it can liquify and slide through even the narrowest of gaps. They just manage to escape with their lives and the Mindflayer returns to his lair to gather his full strength.

Elle dives into the Upside Down to find Billy and see what he’s up to, and she finds exactly what she’s looking for. Billy hasn’t been entirely taken over by the Mindflayer. He still has a toehold in his mind, but Elle can see that he’s losing the battle. She sees the factory the Mindflayer has been using as its lair, and gets the troops sent to the right place.
The episode ends with all the mind-flayed people marching to their ultimate doom, where they all explode into balls of fleshy goo, and are then absorbed to help the Mindflayer reach his ultimate form. Honestly, the Mindflayer is the scariest villain, and him using mind control to convince people to sacrifice themselves to give him a body is as hellish a thought as anyone could imagine.
KEEP READING:New ‘Stranger Things’ Season 4 Trailer Welcomes You to the Mysterious Creel House