"What's wrong?"

She leans up on her elbow and asks the question when a quiet sniffle rouses her from where she was laying comfortably with her head in the crook of his neck. It was bliss, she felt satisfied, exhilarated and was content to just lay in silence and enjoy his company for a while. Here on this not so comfortable bed (that got way more comfortable when Jonathan lay down in it with her) in a strange conspiracy theorist's bunker.

"N-nothing," he deflects and quickly wipes at his eyes.

She studies him for a second. He doesn't look sad, but she can tell he definitely just blinked away tears. He looks pensive, thoughtful. But also a little embarrassed and caught out. Looking like he's torn between hiding from her again and the exact opposite, as they're still laying naked pressed against each other and his arm around her has only tightened. She doesn't want to retreat anymore, not when she feels this good, with him. She doesn't ever want to retreat from this, from them. She realizes fully penetrating his trust issues is integral for that purpose. So she presses on.

"No, come on. Please talk to me. What's up? Is something wrong?"

"No, nothing's wrong," he quickly shakes his head. She doesn't say anything, giving him time. He looks deep into her eyes, seemingly considering, choosing his words. "It's just… I never thought anyone would want me… like this. Least of all you, you are everything I… I've been in love with you for like a year, you are perfect, I never thought you'd…" he trails off. She looks at him in awe. Seeing her look he quickly chastise himself. "Sorry, way to ruin the moment Byers," he adds, looking annoyed with himself.

She interrupts him with a kiss, pressing her lips to his and hoping to with it press away all his negative feelings he has about himself, even though she knows it takes more than a kiss for that. He's caught off-guard at first but quickly finds himself and responds to the deep kiss. He's a natural, she finds. She never wants to stop kissing him.

"Woah," he breathes out when they break apart for air.

"You didn't ruin the moment," she tells him.

"Oh," is all he finds to say to that.

How honest he just was, how he just laid himself bare floors her. She wants to be the same. No retreating.

"I've been in love with you for a year too. I'm sorry. I didn't know how to handle it… I tried to deny it, tried to run from it. I'm sorry. I'm sorry for my own sake too because how I feel now… with you, I can't believe I denied myself this for so long. To feel this good. Jonathan I've never felt so good before as I do with you."

"I… I'm glad. I want you to always feel good," he responds after a second of just looking at her in awe, taking in her words. He listens. So much and so carefully. No one listens quite like Jonathan, she's learnt.

"I'm done with retreating. I never want to go back to how it's been. I want to move forward. And I never want to retreat from this, us. You," she continues.

"Me neither," he quietly responds.

She thinks for a second, considering her next move. There's something else he needs to know, needs to understand.

"Jonathan, do you trust me?" She challenges.

"Yes," he answers after half a second. He thought about it, not just instantly throwing out an automated response. But he didn't have to think for long. She likes that.

"Then trust me on this: Of course people would want you. I've wanted you for a year and I can't believe how lucky I am to have you now. One thing I've learnt now is that life is too flimsy to waste your time and let what you want slide away from you. I've got you. Long as you want me, I'm not letting go of you. If I would, someone else would snag you up because you Jonathan Byers, is a catch."

"I just want you," he quickly says.

"I'm in love with you because you're brave, smart, kind, strong, funny and sweet. But also because you're beautiful, Jonathan."

He blushes and looks away at that so she grasps his face with both her hands and makes him look at her.

"You are. Not to be shallow, or objectifying but seriously Jonathan, you're beautiful. Cute. Handsome. Hot, really. Remember last summer, during the heatwave? My mom sent me over to your house to get Mike because he was hiding out there to try and avoid having to go visit our aunt in Michigan. You were in the driveway washing your car and wasn't wearing a shirt since it was like 90 degrees out. I was NOT ready for that!" She grins. He blushes even more and shakes his head. "Seriously, Mike caught me ogling you and gave me hell for it the whole way home."

He's completely red in the face now. She leans down and kisses him again.

"You ogled me?" He then says with a wry grin and a tone of laughter in his voice.

"Yup, and I'm not planning on stopping," she grins back and makes a point of very obviously move her gaze down to his bare chest underneath her. He blushes again.

"You are so beautiful I can't even wrap my head around it," he then tells her, just like that. Looking up at her with wonder in his kind eyes. He says it so direct, he sounds so honest. It's not a line. It's his truth. She kisses him again, deeply.

"Speaking of not stopping…" she begins, while roaming her hands over his chest before sending them on an exploration trip down south where she's certain she can feel something again. "… I'm not tired. Are you?"

"N-no," he immediately responds. His hands, who were firmly planted at her sides during their talk now starts to roam up her back. And down…

She kisses him again.

"I can't get enough of you," she whispers to him.

He captures her lips again and she knows the night is far from over.