Stranger Things Season 3 Chapter 2: The Mall Rats Recap

Stranger Things S3Ep2 Max & El Try on Clothes

The nightmare truly begins for Billy in episode 2. He shares his horror with a friend by the end of the episode. Dustin visits his buddy Steve at the Scoop shop to enlist some help with the Russian transmission he accidentally intercepted. Robin is drawn into their codebreaking scheme before long. Max and El go on a shopping spree/day of self-discovery at the mall. They run into Mike, who started the day avoiding El based on Hopper’s orders, but ends up trying to win her forgiveness via Lucas’ tried and true methods. Nancy and Jonathan investigate the case of the rabid rats, while Joyce notices the magnets around town are acting strangely.


This episode begins where episode 1 left off, with Billy having a very bad night at the old steel works after his car was hit by a slime monster. He’s dragged inside, but escapes and drives away. Then he stops again almost immediately to call the police from a pay phone. The 911 operator asks him to detail his emergency.

The light in the phone booth flashes, his car’s headlights seem to watch him like eyes and the characteristic flakes of the Upside Down float through the air. Billy flashes back to what happened at the steel works. The exploding rats who were drawn to the steel works in episode 1 were reconstituted and then they attacked him, crawling all over his face and body. (Shades of the movies Willard and Ben.)

The light in the phone booth goes out and Billy hangs up, realizing the police won’t believe him and probably won’t be in time to help anyway. He walks out into the street as a large group of people approach. The sky flashes red with lightning and thunder, another characteristic sign of the Upside Down’s influence. The leader of the group moves closer while Billy asks what they want. No one answers. The leader is another version of Billy, but still in perfect condition, while the Billy we’ve been watching is torn up, injured and dirty from his struggles.

The next morning, El waits impatiently to hear from Mike. Finally, she calls him. He makes up some obviously lame excuses while his mother is listening on the extension, giving him away. El calls him on the lie, but Mike insists that “Friends don’t lie.” He says he just needs some space today.

The call doesn’t end well for anyone but Hopper, who gloats over how well his evil plan has worked out. He sings (badly) along to Jim Croce’s “You Don’t Mess Around with Jim” all the way to the store where Joyce works.

Maybe he hasn’t ever listened all the way to the end of the song? Things don’t work out so great for the overconfident Jim of the song. Just sayin’.

Hopper is ecstatic as he tells Joyce that this is the first time in six months that El and Mike are spending a day apart. He gives her all the credit, even though he ditched the speech they wrote together and went pure authoritarian. He doesn’t mention that part. He just says he’ll give her the details over dinner at Enzo’s tonight. They agree it’s not a date. Then he has to leave on a police call.

As Hopper leaves, he stumbles over fridge magnets that have fallen off a metal display board and onto the floor. Joyce goes to put them back, but the magnets won’t stick to the metal anymore.

Not that there’s a tragic metaphor going on here or anything.

Nancy asks if she can leave the office during lunch instead of picking up the order for everyone else. The boss tries to say no, but she tells him she has female troubles, so he gives in. She grabs Jonathan from the dark room and they head out to investigate the call she took before she left the office last night.

The other reporters do more sexual harassment than actual work, even with the boss watching, so it’s hard to fault Nancy for doing whatever it takes to get her own chance at success. It’s been made clear to her that they view her as being on the career track for pop tart, maybe secretary at best, not reporter, so she needs to prove herself. But Jonathan, whose internship tasks are directly related to his intended career in photography, isn’t so sure this is a good idea. Nancy tells him it’s better to ask for forgiveness than permission.

Dustin presents himself to Robin and Steve at Scoops Ahoy. Steve and Dustin have a joyful, largely nonverbal greeting and all is right with the world again. Dustin tells Steve about science nerd camp and his hot girlfriend while he eats free ice cream. He saves his biggest bombshell for last- he intercepted a secret Russian transmission and needs help with translation. They could be great American heroes, in their own minds.

El visits Max to ask for advice about Mike. Max tells her that Mike was for sure lying. She’s certain that Mike is with Lucas. Friends might not lie, but “boyfriends lie all the time.”

Truth. Max shares a bedroom wall with Billy. She’s wise in the ways of bad boyfriends.

Max is right. Mike is with Lucas and Will. But he’s having a melt down over lying to El. He feels like he didn’t have a choice, since Hopper acted crazy angry and threatened his life. Or at least threatened his relationship with El, which is the same thing, OKAY? Though Mike’s situation with Hopper is desperate, Lucas warns that he’s made a bigger mistake with El by telling such a transparent lie.

While Hopper had the right to rein in Mike’s disrespect and ask the kids to spend some time with other friends, he clearly went farther than was necessary. But his mistake gives us the opportunity to watch Lucas and Max guide Mike and El through their relationship issues, which is something I never realized I needed so much. The collision of Lucas and Max’s practical, down to earth relationship with Mike and El’s tortured soulmates who can hardly ever get a break is one of the best things about this season.

Especially as we watch Joyce try to get over Bob Newby, Superhero, while she and Hopper both try to figure out what kind of relationship they could realistically have together. Joyce can’t handle a romantic relationship with a crazy angry guy and neither can her kids. Hopper can be warm and loving, and he still has a calm, reliable guy somewhere inside him. But that guy may not ever be the dominant part of him again, if he ever was- I’m not completely clear on who Hopper was before his daughter died. Sara’s death changed him and all of Joyce’s traumatic experience’s have changed her. She really just wants a decent guy who’ll be good to her and her kids. Hopper is still trying to live out some romantic high school dream, in addition to replacing the family he lost- which didn’t include sons.

Anyway, thanks to Hopper and Mike, we now get Max’s Rules for Dealing with Bad Boyfriends. People who date men, pay attention. Max is wise beyond her years.

Max tells El to stop calling Mike or answering his calls. Mike no longer exists to her. They are going full mutually assured destruction.

Max: “He treated you like garbage. You’re going to treat him like garbage. Give him a taste of his own medicine… And if he doesn’t fix this, if he doesn’t explain himself, dump his *ss.”

I think Max just murdered Mike. He screams and collapses on the couch while Lucas tries to impress upon him the seriousness of his mistake with El. But all is not lost, because Lucas is a seasoned romance warrior who has won his lady love back after no less than 5 break ups and he plans to share his wisdom with Mike. They’ll start with a trip to the mall. Mike and Lucas rush up the basement stairs, leaving Will, who was setting up a D&D campaign, behind.

Max tells El that they’re starting at the mall, too. El needs to learn how to have fun without boys.

Over at the Hawkins Public Pool, the creepy stalker moms are annoyed that they have to wait through a female lifeguard, Heather’s, shift before Billy takes center stage on the chair. Heather totally grates on them by being a woman who does her job in an appropriate manner rather than a boy who flirts with them.

When Billy makes an appearance, Karen notices he’s acting strangely. He’s wearing a shirt and hanging around the shadows, which she assumes is because she didn’t meet him at the Motel 6 last night. So she follows him into a storage closet where the pool chemicals are kept and tries to apologize, explaining that she couldn’t hurt her family that way. Billy stays silent and keeps his back to her, but fantasizes about hitting her. After a minute he tells her to stay away from him.Then he goes outside for his shift. He’s disoriented and the sun is painful to his skin and eyes.

At the ice cream shop, Robin feeds Erica endless samples while Steve and Dustin try and fail to translate the Russian transmission. At her wits’ end, Robin insists that she and Steve trade places, since she speaks four languages and is a musician- she has amazing ears and is good at languages.

Nancy and Jonathan arrive at the home of Mrs Driscoll, an elderly woman who lives alone in a rural part of town. She tells them that she called the paper because the rats in her spooky basement have devoured several bags of chemical fertilizer. They all agree that this is strange behavior for rats. Mrs Driscoll suspects that the rats have rabies. She captured one of them and has it in a small cage.

The mayor, Larry Kline (Cary Elwes, The Princess Bride), meets with Hopper to order him to remove the protesters in front of city hall who don’t like that the mall is killing the downtown and taking their jobs. Jim refuses, since protesting isn’t illegal. Larry reminds him that the protesters didn’t get a permit for their event, so their gathering is technically illegal. Jim brings up Larry’s reelection campaign, but Larry explains that he’s sponsoring a giant festival and fireworks in a few days, which will help everyone forget their troubles. He’s certain that after the festival, they’ll be primed to vote for him no matter what else he’s done.

Max and El take the bus to the Starcourt Mall. El is concerned that this is against Hopper’s rules because there are so many people. Max figures her powers will protect them if something happens. She realizes that El has never been shopping for fun before.

It’s time to become a capitalist!

The boys are searching for the perfect “I’m sorry” gift while Max helps El figure out what her own style is. El has no idea what she likes, as opposed to what she likes because it’s what her friends and Hopper like.

Spoiler- it’s difficult to find the perfect gift for someone who has no sense of their own individuality.

The downtown store Joyce works at is the last on the block to survive and it’s going out of business. Since there aren’t any customers, she has time while she’s at work to study the books on electromagnetism that she picked up from the library on her lunch break. But these are complex concepts, especially as applied to the Upside Down, a subject the books aren’t going to even touch on.

At the end of her shift, Joyce packs up her books and drives out to Mr (Scott) Clarke’s house, hoping that Hawkins’ best science teacher can help her out. Mr Clarke is involved in his own geeky pursuits, but he takes a break to help her.

Stranger Things S3Ep2 Nancy & JonathanStranger Things S3Ep2 Rat Blob in Cage

Jonathan attempts to photograph the caged rat, but it’s frantically throwing itself against the sides of the cage. Jonathan threateningly calls it names, as if it’s purposely thwarting him instead of a victim.

He gets less attractive all the time.

Meanwhile, Nancy uses Mrs Driscoll’s phone and phone book to ask local exterminators if they’ve gotten any recent calls about rats. When that doesn’t turn up any leads, she tries the local fertilizer stores. That turns up some kind of lead, so she goes to get Jonathan from the basement. He’s still watching the rat, who’s begun writhing around. Just after they leave, the rat develops sores, then pops. The resulting tiny red blob monster oozes through the side of the cage, onto the floor and out of the basement.

Then we’re suddenly back in the dark street from the night before with Billy. His double tells him they want him to build what he sees. Billy wakes up from the memory-dream back in the lifeguard’s chair with the arm that’s exposed to the sun sizzling and reddening as if it’s cooking. He stumbles into the pool house shower fully clothed, but the burning and pain continue until Heather comes to check on him. He hallucinates that she asks to be taken hostage.

Max and El are Material Girls as El tries on all the fun, brightly colored outfits. She settles on a cute shorts jumpsuit with a bold print. Then the 2 girls go to a studio and have their photos taken while they try on more looks. Later on, El uses her powers to play a prank on some girls who were judging her.

Mike and Lucas can’t find anything at the mall that Mike can afford and seems right for El. Will follows them from store to store, but he still just wants to play D&D.

In the sterile white backroom of Scoops Ahoy, Robin slowly make progress on translating the Russian transmission. By the time Max and El stop by for a cone, she’s translated the sentence, “The week is long.” Dustin and Robin have to differentiate the Russian words from each other, then sound them out in their Russian-English dictionary, which probably only gives the Russian words using the Cyrillic alphabet.

Steve hands Max and El their cones, questioning whether El is allowed to be at the mall. The girls don’t answer. The eat their ice cream as they exit the mall, but run into Mike, Lucas and Will outside next to the bike racks. Mike quickly points out that El isn’t allowed to be at the mall. Max tells him to stop treating El like his pet. El chimes in, repeating the line about being his pet and asking why he treats her like garbage.

Mike sticks with the lie that his nana is sick, so they’re at the mall shopping for a gift for her. And for El. But he only has $3,50, so he couldn’t find anything that suited either of them. This time Lucas backs him up. Will the Wise stays silent in the background. El tells him she knows he’s lying and as we all know, one of the foundational rules of their relationship is “friends don’t lie.” Since Mike won’t even admit to the lie, never mind telling her the truth, El breaks up with him in front of the gang, the mall crowd and probably the Russians. Then she and Max drop the mic and get on the bus home.

Lucas’ inability to follow his own wisdom while under pressure explains the 5 breakups he and Max have gone through in one year.

As Mike and Lucas watch their girlfriends ride away, Will hopes they can finally be done with all of this pining over girls stuff and get back to their real purpose in life, which is playing Dungeons and Dragons. Lucas firmly tells him that he and Mike aren’t going to stop pining over girls.

Stranger Things S3Ep2 Lucas, Will, Mike Outside MallStranger Things S3Ep2 El Breaks Up with MikeStranger Things S3Ep2 Joyce & Mr Clarke

Hopper is forced to arrest the protesters, given their lack of permit and the mayor’s ultimatum. They don’t go quietly. He finishes just in time to get dressed up and put on a colorful new shirt before he meets Joyce at the restaurant for dinner. He preorders a lot of alcohol when he arrives.

Joyce is still at Mr Clarke’s house, building a model electromagnetic field. The field doesn’t affect the magnets as long as it remains stable, but when he lowers the electric current, the magnets fall. Mr Clarke explains that charged objects attempt to orient themselves to the field but they can’t keep up with an unstable field (or something like that- Joyce interrupts him and I didn’t get all of it). He doesn’t believe this is the cause of the magnet drops she’s seen and disappointingly explains away her experiences as coincidences.

It’s like he doesn’t live in Hawkins. I guess he doesn’t live in the same Hawkins that Joyce lives in.

In his world, if it doesn’t fit with the theories of mainstream science, you just throw out the data and yell “outliers”.

Joyce asks him to pretend she’s not seeing patterns that aren’t there and continue theorizing about causes. He says there could be a large version of his AC transformer, some form of machine that could produce billions of volts of electricity. In order to be large enough to reach across the city it would have to be so huge and expensive that Mr Clarke doesn’t believe it would ever exist in Hawkins, but he concedes that anything is possible.

The Scoops team works all day on translating the Russian message, then they give up sometime after the mall closes. They accurately translate about 2/3 of the message we heard in episode 1, “The week is long. The silver cat feeds where blue meets yellow in the west.”

Steve is disappointed that the translation is lame, but Dustin and Robin agree that the message is secret evil Russian spy code. (Remember, the Russians were the archenemies of the US in the 1980s. They were automatically assumed to be the wrongdoer if international wrongdoing was afoot.) As they leave work and walk through the mall, Steve gets distracted and runs back to one of the mini kids’ rides.

He wants them to give him a quarter to run the ride. They’re confused, since they’re all too big for the pony ride, but once the ride starts, he tells them to listen to the music it’s playing. It’s the same version of the same song, On a Bicycle Built for Two, that he noticed in the background of the Russian transmission back at the Scoops shop. Since the ride is called Indiana Flyer, they assume it won’t be found in Russia.

The Russian transmission came from inside the house mall. If someone gets asked to babysit, we’re really in trouble.

Smooth segue from the Indiana Flyer’s music to the string quartet playing at Enzo’s Restaurant, where Hopper has been drinking alone for quite some time. Joyce ditched him for her study session with Mr Clarke and didn’t even leave a message at the restaurant. Very inconsiderate. Now Hopper has turned into a mean drunk who’s abusing his authority as chief of police. He does some property damage, then walks out. From his spot at the bar, Grigori, actual evil Russian hit man, watches Hopper leave.

Billy drives back out to the steel works with Heather tied up and unconscious in his trunk. Oops, he took her hostage after all. He carries her into the main room and lays her on the floor, whispering in her ear, “Don’t be afraid. It’ll be over soon. Just stay very still.” Then he removes the duct tape that was serving as a gag and watches expectantly as a meaty blob made up of exploded rats sort of hops over to her.

She screams in anticipation. This was not the first date with Billy she was looking for.

Stranger things S3Ep2 Secret CodeStranger Things S3Ep2 Steve with Indiana FlyerStranger Things S3Ep2 Hopper at Enzo'sStranger Things S3Ep2 Grigori in Enzo'sStranger Things S3Ep2 Billy Looks in Trunk


I’m so tempted to decide the rats are drawn to sadness and loneliness or crushed hopes and dreams. They’ve shown up for 3 of Hawkins’ saddest people: Billy, who’s a jerk but who has also actually had a tough life; the widow Driscoll, who lives alone on the edge of town with only her memories for company; and Will, who just can’t catch a break (the rats ran by him on the hill when the gang went to assemble Cerebro). Is the entity that’s now powering the rats, or what’s left of them, also sad and lonely? Have its hopes and dreams been crushed?

The rats went right by Will, the Upside Down monster’s usual avatar, and ignored Mrs Driscoll. Billy seems to be their chosen avatar this season. He suggests a very different mood in relation to sadness and crushed dreams than Will does. Billy doesn’t just get depressed. He takes violent action when he’s unhappy. The first step appears to be kidnapping Heather and feeding her to the rat monster.

Karen could have been the one to meet Heather’s fate, since she was alone with Billy earlier in the episode and he saw himself knocking her unconscious. Maybe that was actually an instruction that Billy resisted because he has some affection for her and sympathy for her family. Instead, Heather paid for her act of kindness in checking to see if Billy was okay.

Yes, there really were random pay phones everywhere, just like the one Billy uses in the opening of the episode, each with a phone book inside. A human operator would answer when you dialed zero. Even with cell phones, I miss the convenience of phone booths and books.

1985 seemed a little early for a small town in Indiana to have have 911 emergency service- I don’t think my town in upstate NY got it until the late 80s. But apparently a little over half the country used 911 by the mid 80s, so I guess Hop made sure that Hawkins was an early adopter of the system.

Though episode 1 was titled “Suzie, Do You Copy?”, the difficulty with connections that’s a major theme this season really becomes apparent in episode 2. Many of the returning characters aren’t gelling together like they used to. They want to, but interests have changed, some have graduated and are working, some have changed living situations. Though they aren’t taking big leaps through time like time travelers, they are time traveling the slow way as time passes and when you’re a teenager, it can feel like in a few weeks or months, 30 years worth of changes have happened.

Between his kidnapping and possession, Will missed much of the first two seasons, so he’s both behind the others in maturity and trying to stop the changes in order to retain his sense of normalcy. Like Joyce, he wants the world to slow down and stabilize, but instead it keeps turning into a 50s B movie in which magnets no longer stick to metal.

There’s been fandom speculation that Will’s lack of interest in girls means he’s gay. He could also be asexual or just traumatized out of wanting to grow up too fast. It’s not clear whether he’s struggling with his identity or comfortable with who he is, but struggling with watching everyone else change while he stays the same.

In other words, we don’t know if Will is clinging to his current normal extra hard because he doesn’t want to face more change after everything he’s been through. Or maybe he’s legit just an asexual or demisexual Mr Clarke-type in the making and he really does just want to keep playing D&D forever (or pursuing another intense interest). Maybe with the added possibility that he’ll meet the perfect D&D-playing girl or boy some day, but he’s not ready yet. Whatever is going on, he has the right to be himself, but so do Lucas and Mike. This is one of those difficult times where people start to grow apart and have to work to keep a friendship going.

Besides the tough time the returning characters are having connecting this season, the new characters tend to be oddballs, loners and spies. There are the evil Russians, obviously, who don’t even get along with each other. The guys at the newspaper are competitive with each other underneath the joking. Jake Busey’s character, Bruce, watches Nancy closely when she’s not looking, probably because he recognizes that she has the potential to steal his job. She’s young, ambitious and could be hired for half his salary, while it’s likely that he hasn’t done anything worthwhile in decades. Mayor Kline is likewise antagonistic rather than cooperative with the townspeople and Hopper. Robin started out giving Steve a hard time, but she’s being won over by the combination of Steve and Dustin and the spy mission. It helps that communication is sort of her specialty.

Stranger Things S3Ep2 Billy with Car

More of the horror influences for this season start to become apparent in this episode. John Carpenter made 2 influential films back to back in the early 80s: the film version of Stephen King’s Christine (1983), about a haunted classic car with a mind of its own and taste for violence (watch Billy’s car); and The Thing (1982), about a parasitic, shape shifting alien which assimilates and mimics its prey. Both iterations of The Blob (1958 original, 1988 remake) fall outside of the usual time period for Stranger Things, but they’ve been laying the groundwork for the blob-like behaviors of the ex-rats since S1. And the references to the horror films from episode 1 continue: George Romero’s zombie films Day of the Dead and Dawn of the Dead and the nuclear attack genre.

Overprotection vs the Search for Self

There’s a very cool theme running through this season about love combining with fear to become smothering and overprotective, particularly as it relates to El, who is a superpowered young woman and can almost always protect herself and everyone around her. She’s taken off on her own multiple times throughout the series and made her way through the world, finding help from others when she needed it. She’s become stronger and more self-sufficient after each solo journey. Who can forget her solo trek into the grocery store to get her own d**n Eggos?

Yet the main males in her life feel she needs them to make rules for her and keep her hidden (and frequently to dress her) in order to keep her safe. El does need to be more careful than other kids, but what’s lacking is a sense of boundaries and balance. Like Will, she needs more normalcy in her life, not more protection.

Max, the Yoda of season 2, is the only one who sees this. She’s also the first person to give El some reasonable ground rules for being a girl in a boy’s world, but also insist that El be herself at all times. Max stripped away the influences of those who pushed El toward their own vision of a girl or a superhero or a lab experiment and finally let El choose for herself from a wide open selection.

El’s need for more independence and normalcy is mirrored with Hopper’s anger and reliability issues and Karen’s struggle to find meaning and fulfillment in her conformist suburban family life, which is also filled with love and protection but leaves little room for her to spread her wings as an individual. Hopper had normalcy and tragically lost it. He’s been trying to recover for years and probably won’t ever find the same equilibrium again because he can never fully regain the hope and faith that he lost. Karen theoretically has a great life, but, like Hopper and El (and now Billy, though in a drastically different way) she’s lost herself and is searching for a way to rebuild her identity.

Stranger Things S3Ep2 Max & El at Mall

Images courtesy of Netflix.