What Happens to Max and Holly in Vecna’s Mind Prison in STRANGER THINGS 5, VOLUME 2?

Be warned: this article contains big spoilers for the second part of Stranger Things season four. If you haven’t watched it yet and want to avoid finding out what happens, check out our spoiler-free review instead.

In the first part of Stranger Things 5, Max explained to Holly that she had a plan to escape Henry’s mental control. The plan involved Holly going back to the Creel house and acting like she’d never left, which the brave young girl agreed to. However, at the beginning of the second part, Mr. Whatsit unexpectedly sent her back into the woods. This led to a frightening and dangerous ordeal that ultimately brought both girls back to their bodies. While Max successfully returned to the real world, things didn’t go as well for Holly, and now the entire world is in danger. Here’s a breakdown of what happened to Holly and Max while trapped in Vecna’s mind in the second part of Stranger Things 5.

Why Did Holly and Max Reunite So Quickly in Stranger Things 5, Volume 2?

In the first part of Stranger Things 5, Vecna abducted the eleven other children he was after. When the second part began, he trapped their bodies within his creature in the Abyss, silencing them with vines. He then transported their minds to a peaceful, false reality – a recreation of his childhood home in Hawkins – the same place he held Holly.

All the children, except for Derek who understood what was really happening, thought Mr. Whatsit was a hero trying to protect the world. Holly tried to mask her fear as Henry talked, but Derek saw through her act. She then questioned Mr. Whatsit about whether he’d abandon them again, and he promised he wouldn’t. This revelation caused Holly to rush to Max, who was close by in the woods, effectively ending their hopes of escaping as they’d planned in Stranger Things 5, Volume 2.

Max was upset that Holly had returned so quickly, but Holly urgently explained the situation. Henry, also known as Vecna, had told the kids about another world – one without monsters or darkness – and claimed they all possess hidden powers. He said they could use these powers to merge this new world with their own. Holly rushed to tell Max because Vecna had announced that this process would begin the next day, meaning their chance to escape Vecna’s mental prison in Stranger Things 5, Volume 2, was quickly disappearing.

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 secretly followed Holly into the woods and overheard everything. What shocked Max and Holly even more was that Derek already knew about Vecna and had been working with their friends in the real world. He wanted to join Max and Holly when they tried to escape in Stranger Things 5, Volume 2, but they refused. They realized they didn’t need the charming ‘Delightful Derek’ – they needed the blunt, unfiltered ‘Dipshit Derek’ to help them.

Max and Holly tricked Disphsit Derek into creating a diversion. He intentionally acted out against Mr. Whatsit, drawing attention to himself as he went into the woods. As expected, Henry/Vecna discovered him there. To frighten Derek and stop him from leaving, Henry showed him a terrifying vision of his family, all lifeless and without eyes.

Where Did Max and Holly Go After Leaving the Cave the First Time in Stranger Things 5, Volume 2?

Derek created a distraction, forcing Henry/Vecna to search for him – using Max’s map to the cave. Meanwhile, Max and Holly searched for a way into Henry’s memories, specifically focusing on memories of Holly. They surprisingly found a floating door in a field that led them to the night Henry/Vecna harmed both Holly and Meg, witnessing them watch A Nightmare on Elm Street 3: Dream Warriors. The memory then shifted to when Henry first connected with Holly while she was reading A Wrinkle in Time at school.

They then remembered the day Mr. Whatsit talked to Holly at school. The way to the next memory was hidden inside a merry-go-round. When they climbed down, they saw a Demogorgon attacking the Wheeler house. Holly wondered why she hadn’t fought back, but Max was determined to get them both home. They had found what they needed: just like in Max’s final, difficult memory in Stranger Things 5, Volume 1, the end of Henry’s memories of Holly contained a doorway. This doorway almost allowed Max and Holly to escape Vecna’s Mind Prison. Vecna’s lair was right beyond that last, most painful memory, but just as Max and Holly reached for the Wheeler’s front door, it slammed shut. Then the windows locked, and Henry – who had become One before becoming Vecna – appeared.

How Did Will Save Max and Holly from Vecna’s Attack?

Vecna began choking Max, and she was nearing death as a terrified Holly watched, unable to help. Meanwhile, Will connected with the hive mind again, this time through the Demogorgon at the radio station. This allowed him to see through Derek’s eyes and discover that Henry was after Holly – and that Derek was spreading lies about Max being a monster.

Will was carrying out his mother’s plan to defeat Vecna using his abilities when Vecna discovered Holly and Max. Will then briefly possessed Vecna, breaking the monster’s leg and freeing Max. He yelled at both girls to escape. Max later told Holly she believed the voice had been Eleven’s, but she eventually learned it was actually Will.

The girls raced back to the cave, narrowly escaping Henry/Vecna, who had forced Will into a mental trap. Holly ignored Mr. Whatsit’s pleas to return, and Max mocked Vecna, calling him a coward. Vecna threatened to harm Max if Holly didn’t come back, explaining he could now reach her even outside the cave. Unbeknownst to them, Vecna intended to use Will, still trapped in his mind, as a scout. He planned to use Will to find Max’s physical body, and then sent his creatures, demodogs, to attack her. Luckily, Mrs. Wheeler intervened and stopped them before they could reach Max.

Holly Uses Henry/Vecna’s Spyglass to Find His Worst Memory in Stranger Things 5, Volume 2, Allowing Her and Max to Finally Escape

Trapped within Henry’s most painful memory, Holly refused to accept defeat. She believed there had to be another way to escape Camazotz, reasoning that if their worst memories led to Vecna’s hideout, Henry’s also had to contain an exit. Max questioned this, suggesting it would mean Vecna somehow stole his own memory, but Holly reminded him that logic didn’t necessarily apply within this bizarre mental prison. Together, they ventured into the depths of the memory to understand what Henry feared, hoping to find a path back to reality.

For a while, they kept discovering the same empty spaces Max had already explored. Then, Holly noticed something unusual: the unique shape at the end of Henry’s spyglass perfectly mirrored the outline of his cave. When she pinpointed the exact location where the spyglass aligned with the cave, a hidden mine shaft unexpectedly opened beneath her, nearly causing her to fall. Holly realized the spyglass wasn’t just a viewing tool; it was a map to Henry’s lost memories. Standing at that specific spot allowed him to access a secret trapdoor leading to his most painful experiences. Max managed to save Holly from falling into Henry’s worst memory, but the two of them decided to climb down into the shaft anyway.

What Did Max and Holly See In Henry/Vecna’s Worst Memory?

Deep inside the mine, Max and Holly witnessed a terrifying memory from Henry Creel’s – or Vecna’s – past, a scene already revealed in the Stranger Things play. They saw a trail of bloody footprints leading to a desperate, wounded man clutching a silver briefcase and a gun. A young Henry, still in his Boy Scout uniform, approached, offering help, but the man believed he was being targeted by ‘them’ and shot Henry in the hand. Before the man could shoot again, Henry retaliated, grabbing a rock and fatally striking him in the head.

Max quickly steered Holly away from the upsetting Stranger Things memory, and they began searching for a way out of the Mind Prison. Holly discovered an opening hidden behind a wall of large, difficult-to-move rocks. While Max struggled to push the rocks aside, Holly briefly returned to watching the memory. She saw young Henry about to open a briefcase, but Max pulled her away before they could see what was inside.

To find out what was inside the briefcase and what happened afterward, you can learn more about this scene and what’s revealed in Stranger Things: The First Shadow here.

How Did Max and Holly Finally Escape Vecna’s Mind in Stranger Things 5, Volume 2?

While trapped in Vecna’s lair, Max discovered a way to reach Lucas – a portal leading back to him. He was still playing Kate Bush and hiding from demodogs in the hospital laundry room. However, Max explained to Holly that she couldn’t use this same portal; she needed to create her own. Holly admitted she didn’t even know Kate Bush, but both she and Max understood they didn’t need a specific song – or a romantic connection – to break free from Vecna’s mental trap in Stranger Things Season 5, Volume 2. Max realized her escape wasn’t about finding the right song, but about focusing on someone she loved – a connection to home. For her, that person was Lucas.

Overcome with emotion, Holly confessed she felt unable to continue, believing she lacked the courage and strength Max possessed. She admitted to feeling cowardly during both the attack on her mother and Vecna’s attempt to harm her, but Max reassured her that she had actually been incredibly brave. Max emphasized that she wouldn’t have gotten this far without Holly’s help. Focusing on the figurine her brother gave her, and encouraged by Max, Holly managed to open a portal and return to her body. They both quickly returned to their physical forms. Max was certain she was going home, and believing Holly was still trapped in the Upside Down, she told her to hide there and promised they would come back for her.

In the final episodes of Stranger Things season five, Max broke free from Vecna’s mental trap and returned to reality, but sadly, Holly wasn’t so fortunate.

What Happened to Holly When She Returned to Her Body?

When Holly emerged from the portal, she found herself back in her own body, but a vine was forced down her throat. She ripped it out, freeing herself and coughing up the dark substance Vecna had injected into her. Escaping the creature’s grasp, she realized she wasn’t in the Upside Down – she was somewhere far worse: the Abyss.

As Vecna stirred and began chasing Holly, she discovered a portal to the Upside Down and jumped through. Instead of landing safely, she plummeted from a great height. Inside the Upside Down lab, her screams caught the attention of Nancy, Jonathan, Steve, and Dustin. They rushed outside and watched in horror as Holly fell, but she mysteriously stopped mid-air. For a brief moment, she hovered before Vecna yanked her back into the dark void. He then returned her limp body to his hand-like monster, reconnected her with a vine, and trapped her mind within a disturbing memory of the Creel house, as seen in Stranger Things 5, Volume 2.

When Holly hurt the other children and tried to escape, their concern quickly turned aggressive. They pushed her down the stairs and destroyed her favorite necklace, which held a figurine of her as a hero. Soon after, we saw Holly, injured, sitting at Henry’s table. There, all twelve kids – including a confused Holly and a frightened Derek, who hadn’t believed her when she revealed Henry’s true nature – fell under Henry’s control.

After being recaptured by Henry, Holly is once again his prisoner. Meanwhile, Max is choosing to return after briefly escaping in Stranger Things 5, Volume 2. She’ll use her unique knowledge of Henry’s mind to guide Eleven in the final battle against Vecna. Only by defeating Vecna can they truly rescue Holly from Camazotz.

The final season of Stranger Things is now available on Netflix. Volumes 1 and 2 are streaming now, and the concluding volume, titled either Volume 3 or The Finale, will be released on December 31st at 5 PM Pacific Time / 8 PM Eastern Time.

Mikey Walsh writes for TopMob and prefers to avoid hills. You can find him on Bluesky at @burgermike, and he’s always interested in discussions about ranking the Targaryen kings.

2025-12-26 10:36