The small town of Derry, Maine, has always been a powder keg of buried secrets in Stephen King’s sprawling universe, but HBO’s “Welcome to Derry” is peeling back those layers with a ferocity that’s left viewers glued to their screens—and checking under the bed. Episode 3, which dropped on November 9, has rocketed to the top of streaming charts, pulling in waves of new fans to the prequel series that dives headfirst into the origins of the shape-shifting terror known as Pennywise. With Bill Skarsgård slipping back into the clown’s greasepaint-smeared grin, this installment amps up the dread, blending 1960s paranoia with otherworldly menace in ways that feel both nostalgic and freshly unnerving.

For those late to the party, “Welcome to Derry” isn’t just another cash-grab extension of the 2017 and 2019 “It” films directed by Andy Muschietti. It’s a deliberate slow-burn prequel, set in 1962, that explores the cyclical curse haunting Derry long before the Losers’ Club ever picked up their slingshots. The series, greenlit for three seasons by HBO, promises to chronicle the town’s festering underbelly across decades, starting with the post-World War II boom that’s rotting from the inside out. Episode 1 kicked things off with a gut-punch theater massacre that claimed young lives, framing local theater owner Hank Grogan (Stephen Rider) as the fall guy amid a witch hunt fueled by racial tensions and small-town bigotry. By Episode 2, released early on Halloween for maximum goosebumps, the horror spilled into the streets, with kids like Lilly Bainbridge (Clara Stack) and Ronnie Grogan (Amanda Christine) grappling with visions that blur the line between grief and hallucination. The U.S. military’s shadowy probe into Derry’s subterranean secrets added a layer of Cold War intrigue, hinting at forces bigger than any one clown.

But Episode 3? That’s where the series truly sinks its teeth in, earning its stripes as one of the creepiest hours of television this fall. Titled “Now You See It,” the episode clocks in at around 55 minutes and picks up the threads with a claustrophobic intensity that had social media buzzing from the opening credits. Hank, rotting in a cell after his wrongful arrest, faces taunts from inmates echoing lines straight out of King’s “The Shawshank Redemption”—a meta nod that underscores the author’s knack for weaving his bibliography into a nightmare tapestry. His daughter Ronnie, alongside Lilly and the quick-witted Will Hanlon (Blake Cameron James), launches a desperate bid to clear his name, sneaking through Derry’s fog-shrouded back alleys and rifling through police files that reveal more about the town’s hidden atrocities than any kid should know.

Meanwhile, the adult ensemble gets its spotlight, and it’s here that the episode’s creeping dread takes root. J.T. Stanleypaul’s Chris Murray, the hard-nosed cop with a conscience, clashes with his superiors over the flimsy case against Hank, exposing the institutional rot that’s allowed Derry’s evils to fester unchecked. But the real show-stealer is Adrianne Palicki as Sally Halloran, the steely military operative dispatched to hunt a “mysterious weapon” buried beneath the Standpipe—a towering relic that’s been luring the unlucky since the town’s founding. Halloran’s descent into torment, plagued by spectral carnival barkers crooning “Step right up,” feels like a fever dream ripped from the pages of King’s “The Tommyknockers.” Her visions aren’t just jump scares; they’re psychological barbs that question sanity, echoing the real-world fears of the era—nuclear anxiety, civil rights battles, and the unspoken traumas of war veterans like Chris’s father.

At the heart of it all looms Pennywise, though Skarsgård’s appearances are sparingly deployed, building tension like a master illusionist. When the clown does materialize, it’s in fragmented glimpses: a balloon drifting through a storm drain, a giggle echoing in an empty playground at dusk. One sequence, involving a child’s lost toy morphing into something grotesque under the full moon, has been dissected endlessly online for its subtle foreshadowing of the entity’s 27-year cycle. Fans on Reddit and X have flooded threads with theories, pointing out how Episode 3 plants seeds for Season 2’s promised 1935 flashback, potentially unearthing the Black Spot massacre that King lore-heads know all too well.

What elevates Episode 3 beyond standard horror tropes is its unflinching gaze at Derry’s human monsters. The script, penned by Brad Anderson and the show’s team of King adapters, doesn’t shy away from the era’s ugliness: the casual racism that scapegoats Hank, a Black man in a whitewashed town; the generational silence around abuse and loss; the way fear turns neighbors into informants. It’s this grounded malice that makes Pennywise’s supernatural flourishes hit harder—because when the clown vanishes, the real horrors linger in the everyday. Critics at Variety have called it “a masterclass in atmospheric terror,” praising how Muschietti’s direction—guest-helming this episode—uses long, unbroken takes to trap viewers in Derry’s suffocating embrace.

Viewership numbers back up the hype. After debuting to 5.7 million eyes in its first three days, the series has held steady, with Episode 3 pushing past 4 million streams in its opening weekend alone, per HBO metrics reported by Deadline. That’s no small feat in a crowded fall slate dominated by awards bait and superhero fatigue. Social buzz is equally feverish: #WelcomeToDerry trended worldwide post-airing, with users sharing fan art of Pennywise’s new guises and debating whether Halloran’s “weapon” ties into the Turtle mythology from King’s novel. One viral X post quipped, “Episode 3 made me afraid of carousels. Thanks, Skarsgård—my therapist will thank you.” Even non-horror diehards are tuning in, drawn by the ensemble’s heavy hitters: alongside Skarsgård and Palicki, there’s Taylour Paige as the resilient Phoebe, whose quiet unraveling adds emotional heft, and Jovan Adepo as the haunted Tony, bridging the military subplot with street-level grit.

Technically, the episode shines. Cinematographer Lawrence Sher, an “It” alum, bathes Derry in desaturated greens and bruised purples, making the town’s paper mills and ironworks look like veins pulsing with malice. The sound design is villainous in its own right—distant train whistles morphing into whispers, rain pattering like tiny footsteps on rooftops. Composer Benjamin Wallfisch reprises his “It” score with fresh motifs, a dirge for strings that swells during Pennywise’s teases, keeping hearts in throats without over-relying on stings.

Of course, not everyone’s on board. Some purists gripe that the show’s expansion of King’s 800-page tome into serialized TV dilutes the novel’s laser-focused dread, swapping page-turning reveals for cliffhanger teases. A Hollywood Reporter review noted the pacing occasionally sags under exposition dumps about Derry’s founding curse, though it concedes the payoff in Episode 3’s finale—a hallucinatory confrontation at the Barrens—more than compensates. Others point to the kid actors’ uneven performances amid the adults’ polish, but Stack and Christine hold their own, infusing Lilly and Ronnie with a fierce innocence that’s equal parts heartbreaking and heroic.

Looking ahead, the back half of Season 1 ramps up. With five episodes left through December 14, expect deeper dives into the Losers’ parental lineages—hints at Beverly’s alcoholic dad and Ben’s bullying backstory already flicker in the margins. Season 2’s 1935 pivot, confirmed by HBO brass, could introduce WWII-era horrors, potentially roping in cameos from “It” Chapter Two vets. Muschietti, executive producing alongside King (who’s been vocal in interviews about loving the adaptation’s boldness), has teased “groundbreaking” VFX for Pennywise’s forms, building on Episode 3’s subtle shape-shifts.

“Welcome to Derry” Episode 3 isn’t just creepy—it’s a reminder of why King’s work endures: it weaponizes our fears, from childhood abandonment to societal fractures, into something cathartic. In a year where horror has leaned into slashers and found-footage gimmicks, this series carves its own lane, proving that the scariest stories are the ones that feel a little too real. Stream it on Max if you dare, but keep the lights on. Derry’s calling, and once you answer, good luck ignoring the float.