This post contains major spoilers for Stranger Things, Volume 2. If you want to avoid them like two kids hiding in a cave from an interdimensional monster (yes, that’s Max and Holly), head to our spoiler-free review of Stranger Things, Volume 2.
At the end of Stranger Things 5, Volume 1, Max told Holly she had a plan for how they could eventually escape Henry’s mind. It required Holly returning to the Creel house and pretending she never left. Brave little Holly Wheeler agreed to that terrifying proposition. But at the start of Stranger Things 5, Volume 2, Mr. Whatsit forced her to return to the woods immediately. That resulted in a dangerous and terrifying escape that finally brought both girls back to their bodies. For Max, that meant returning to the real world, but sadly, things didn’t go as well for Holly on Stranger Things 5. Now the entire world is at risk. Here’s what happened to Holly and Max in Vecna’s mind prison in Stranger Things 5, Volume 2.
Why Did Holly and Max Reunite So Quickly in Stranger Things 5, Volume 2?
Vecna kidnapped the other 11 children he had been targeting at the end of Stranger Things 5, Volume 1. At the start of Volume 2, he placed their bodies inside his monster/creature in the Abyss and put vines in their mouths. He then sent their minds to the same place he’d brought Holly, an idyllic memory of his childhood home in Hawkins.
Those kids (minus Derek, who knew the truth) all believed Mr. Whatsit was good and trying to save the world from darkness. Holly did her best to hide her fears while Henry spoke to them, but Derek knew Holly was pretending. Holly then asked if Mr. Whatsit if he was going to leave again. He said he was never going to leave them again. That forced Holly to run to Max, who was nearby in the woods—their initial plans for escape on Stranger Things 5, Volume 2 dashed.
Max scolded Holly for coming back so quickly, but a frantic Holly explained why she had no choice. Henry/Vecna had told the kids he found another world, much like their own, free of monsters and darkness. He also said they are all “special” because they have dormant powers, and if they use them, they can channel their energy and pull this new world to theirs. Holly had to tell Max immediately because Henry said, “Tomorrow it begins.” And that means that Holly and Max’s window to escape from Vecna’s Mind Prison in Stranger Things 5, Volume 2 was rapidly closing.
Holly wasn’t the only child in the woods, though.
How Did Derek Help Max and Holly Escape in Stranger Things 5, Volume 2?
Derek had followed Holly into the woods, where he heard everything. Even more shocking to Max and Holly? Derek knew about Vecna and had already worked with their friends in the real world. Derek wanted to go with Max and Holly when they tried to escape on Stranger Things 5, Volume 2, but the girls said he couldn’t. But he could still help. They just didn’t need Delightful Derek. They needed Dipshit Derek.
Max and Holly had Disphsit Derek cause a huge distraction. He made a big show of defying Mr. Whatsit so that the other kids would notice him going into the woods. Inevitably, Henry/Vecna found him in the woods. To scare Derek from leaving, he then showed Derek a vision of his family all dead without their eyes.
Where Did Max and Holly Go After Leaving the Cave the First Time in Stranger Things 5, Volume 2?
While Derek caused a ruckus and forced Henry/Vecna to find him (with Max’s map to the cave in hand), Max and Holly went looking for a door into Henry’s memories of Holly. Max thought it would be hard to locate, but they quickly found a floating door in a field. When they went into it, they saw the night Henry/Vecna cursed both Holly and Meg. The two were watching A Nightmare on Elm Street 3: Dream Warriors. From there, they moved into the memory when Henry made contact with Holly while she read A Wrinkle in Time at school.
From that memory, they moved to the day Mr. Whatsit spoke to Holly in the schoolyard. The pathway to the next memory was hidden in the middle of the merry-go-round. Once they climbed down, they saw the Demogorgon attacking the Wheeler house. Holly couldn’t understand why she didn’t fight back. Max was focused on getting them both home. They had found what they were looking for, though. Like Max had found in her final traumatic memory in Stranger Things 5, Volume 1, at that the end of Henry’s memories of Holly was a door that brought Max and Holly close to being able to escape from Vecna’s Mind Prison. Vecna’s lair was just outside that final, most painful, memory, but as Max and Holly went to walk through the Wheeler’s front door it slammed shut. The windows then locked as Henry (who turned into One before turning into Vecna) appeared.
How Did Will Save Max and Holly from Vecna’s Attack?
Vecna grabbed Max and started choking her to death. Max was dying in the real world as a scared Holly looked on helplessly. But, back in the real world, Will had tapped back into the hive mind using the resurrected Demogorgon at the radio station. When he did, he saw through Derek’s eyes. That’s how he learned Henry was looking for Holly (and that Derek was telling everyone Max is a monster).
Will was executing his mother’s plan to use his powers to kill Vecna when Vecna found Holly and Max. Will then took over Vecna’s body, snapped the monster’s right leg, released Max, and screamed at the two girls to run. (Max would later tell Holly she thought it must have been Eleven who screamed. She later learned it was Will.)
The two girls then fled back to the cave, arriving there just ahead of a limping Henry/Vecna, who had managed to push Will out of control, trapping him in a curse in his mind. Holly refused to listen to Mr. Whatsit and return as Max taunted him for being a coward. Henry/Vecna said if Holly didn’t return he might kill Max because there were now other ways to reach her beyond the cave. What neither girl knew at that moment was that Vecna planned to use the captured Will as a “spy” once more. He would go on to use Will’s mind to locate Max’s body in the real world, where Vecna sent his demodogs to kill her. Fortunately, Mrs. Wheeler took out the dirty demo laundry before they could.
Holly Uses Henry/Vecna’s Spyglass to Find His Worst Memory in Stranger Things 5, Volume 2, Allowing Her and Max to Finally Escape
Back in the cave inside Henry’s worst memory, Holly refused to give up. She came up with another way out of Camazotz. Holly realized that if their own worst memories contained a doorway to Vecna’s lair, Henry’s own worst memory should also have an escape hatch. Max thought that didn’t make sense because it would mean Vecna “stole” his own memory, but Holly pointed out nothing had to make sense in this strange mind prison. The two then set out into the wild to see exactly why Henry feared this memory. If they did, they would find a way home.
For a long time, they found more of the same nothing that Max had found out there. That was until Holly realized the weird, distinct shape on the end of Henry’s spyglass matched the shape of his cave from the outside. When she found the exact location where the spyglass perfectly matched the shape of the cave a secret mine shaft opened up below her and she almost fell in. As Holly comes to understand, the spyglass was Henry’s map into the rest of his memory, if he stood at exactly the spot Holly finds than he can find the trapdoor into the rest of his most traumatic moment. Max caught Holly before she could fall into Henry’s worst memory, but then the two climbed down anyway.
What Did Max and Holly See In Henry/Vecna’s Worst Memory?
In the mine shaft, Max and Holly saw Henry/Vecna’s worst memory, a moment we know about from the Stranger Things stage play. What they saw were bloody footprints leading to a frantic, scared, injured man holding a large silver briefcase and a gun. A young Henry Creel in his Boy Scouts uniform then walked, saying he would help, but the man was convinced “they” sent him and shot Henry through the hand. Before he could fire again, Henry attacked. He picked up a rock and bashed the man’s head, killing him.
Max pulled Holly away from this terrible Stranger Things memory to look for their doorway to escape from the Mind Prison, which she found buried behind a wall of large, heavy, hard-to-move rocks. While Max strained to move them, Holly went back to watch the rest of the memory. She saw young Henry start to open the briefcase, but Max came back and grabbed her before we saw what was inside.
If you want to know about the contents of that briefcase and what happened next, you can read about this exact moment and what we know about it from Stranger Things: The First Shadow here.
How Did Max and Holly Finally Escape Vecna’s Mind in Stranger Things 5, Volume 2?
Inside Vecna’s lair, Max saw a portal back to Lucas. He was still playing Kate Bush while holding her body and hiding from the demodogs in the hospital’s laundry room. But Max told Holly she couldn’t go back that way; Holly had to create her own portal. Holly said she didn’t even know Kate Bush, but neither she nor Max needed a song (or a boyfriend) to escape from Vecna’s Mind Prison in Stranger Things 5, Volume 2. Max came to realize her way home wasn’t about a song. She just needed something or someone she loved, something that connected her to home. For her, it was Lucas.
Holly broke down saying she couldn’t do it, that she wasn’t as brave or strong as Max. Holly said she had been a coward both when her mom got attacked and when Vecna tried to choke her, but Max explained just how brave Holly had been. Max never would have reached this point with Holly the Heroic’s help. Holly’s focus on the figurine her brother had given her, along with Max’s encouragement, helped Holly open a portal back to her body. The emotional moment ended after both ran back to their bodies. Max knew she was going home. She thought Holly was returning to the Upside Down, so Max instructed her to go and hide at her home there. She said they’d come and rescue Holly from there.
Max managed to escape from Vecna’s Mind Prison and into the real world on Stranger Things 5, Volume 2… Holly never made it.
What Happened to Holly When She Returned to Her Body?
After going through the portal, Holly woke up in her body to find a vine down her throat. She pulled it out, broke free, and spit up all the dark particles Vecna had pumped into her. Holly then ran out of the hand monster to find she was not in the Upside Down at all. She was in the Abyss.
Holly ran as Vecna woke up and started following her. She then found a pathway to the Upside Down and went through it. When she did, she began to fall thousands of feet. Her sister Nancy, Jonathan, Steve, and Dustin were in the lab in the Upsude Down and heard Holly’s screams as her escape from Vecna turned into a free fall on Stranger Things 5, Volume 2. They ran out and saw her falling, but as she got closer, she stopped in midair. Holly floated for a moment before Vecna pulled her back to the Abyss. He then took her unconscious body back to her hand monster, reattached her with a vine, and brought her mind back to his memory of the Creel home.
The other kids’ worry for Holly turned to violence after Holly attacked them and tried to run. They pushed her down the stairs and broke her necklace with her Holly the Heroic figurine. We then saw a bloodied Holly at Henry’s table. There all 12 kids—including a dazed Holly and a scared Derek who had refused to support her when Holly told the kids the truth about Henry/Vecna—went into a trance with him.
While Holly was forced back into Henry’s prison, Max is going back willingly after her escape on Stranger Things 5, Volume 2. She will help Eleven navigate Henry’s mind, which Max knows better than anyone, in the final showdown with Vecna. Defeating him will be the only way to truly save Holly from Camazotz.
Stranger Things 5 Volumes 1 and 2 are now streaming on Netflix. Stranger Things 5, Volume 3, or Stranger Things 5: The Finale will arrive on December 31 at 5 pm PT/8 pm ET.
Mikey Walsh is a staff writer at Nerdist who doesn’t want to run up or down any hills. You can follow him on Bluesky at @burgermike. And also anywhere someone is ranking the Targaryen kings.