Creating the Mind Flayer in Stranger Things’ Season 2 Finale

We initially got a bid for just two episodes of “Stranger Things” Season 2. In the end, we worked on every single episode. The shot counts and the amount of work just grew and grew. It was exciting to have them come back to us – it went from being a fairly small project to being really large, especially for our studio at the time.

I was FX Lead on this project. As far as my experience goes, the Shadow Monster is probably the thing I’m most proud of from the show.


Before production, there were some stills and references that were drawn up for us. The client had an idea of what they wanted, but as far as the end result, they felt that they’d know it when they saw it.

There was one point when the Method VFX supervisor was on location with the client and he called me up and said, “I have to ask a favor. We’ve got to redo the look of the Shadow Monster. They want it done while I’m still here. Take these suggestions, take these notes, and redo the look – send me something as soon as you can, and we’ll try and get something approved before I leave.”

Within 24 hours, we turned around a brand-new look for the Shadow Monster in the final episode and the client loved it. It was a challenging and scary thing! You often can’t get it right on your first try, but having that ability to do a quick back-and-forth and be more creatively involved was satisfying. It was also scary!


The creators wanted the Shadow Monster to feel more solid. Kubrick was a huge influence since the primary reference for this was the wall of blood from The Shining. You get your first look at the “original” Shadow Monster in episode 3, where Will confronts him unsuccessfully. Season one of Stranger Things ends with Eleven making the Demogorgon burst into particles and disappear. That served as a springboard for the Shadow Monster.

Initially, we started with a reimagining of the Smoke Monster in Lost. We wanted something that was smoky and not quite there but still had wispy particles. We took some inspiration just from Lost’s season one ending where the Big Bad disperses into a cloud of particles that then vanish. We also liked the way the pseudopod in The Abyss reached forward, and the Symbiote from Spiderman 3 also served as in inspiration in episode 3 where you have these little arms reaching out and then pulling back in.

Our Shadow Monster started off a lot less concrete than what made the final cut; it initially wasn’t looking scary enough. In the final episode, when the arm was reaching out toward Eleven and Hopper, it needed to feel like a solid and substantial threat, nearly tactile in nature so you felt the strength of fight.

We created a string of static particles that weren’t built through a simulation, but rather we built up noise patterns and modeled points into a line, which we then deformed and weaved four lines together to form a cord of particles – an arm. We then took that arm and weaved those cords, spiraling them around each other, and that’s how we achieved that twisting, reaching limb. This made it go from being a mass of smoke to something amorphous; you could see the claws coming out, it had pointy tips, it felt crunchy in the middle, yet still had a wispy, smoky, ethereal quality to it.

The tentacle animation was done in Maya and then brought into Houdini where we created a procedural particle system. That was finally brought into Katana and it was rendered with RenderMan.

The key to maintaining that air of threat is that the bulk of the Shadow Monster is still behind the curtain of membrane that it’s reaching through.


For the filming of the scene in the rift chamber at the end, Eleven, played by Millie Bobby Brown, and Hopper, played by David Harbour, were hanging from a cherry picker surrounded by only green screens. Our VFX Supervisor, Seth Hill, was telling us about how the crew would be hanging off the bottom of the cherry picker and shaking it to try and make it dynamic while the actors were trying to be serious and fight the monster.

There were lots of considerations that we needed to take as the VFX team. We needed to make the shots work with Eleven’s eye line. From different perspectives, it became a little challenging to match her eye line and make sure that everything felt consistent, all the while maintaining this connection between her, Hopper and this CG thing that we’re making.


A big takeaway is that this wasn’t a traditional VFX relationship; our studio was allowed more responsibility with creative decisions. The production welcomed ideas and gave us a voice to share creative thoughts.

It’s gratifying to have that creative relationship and have more creative freedom than on a lot of the projects that come through here. For me, that was the most rewarding part of Stranger Things – how great that creative collaboration was between the client and us.

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