Eleven could hear loud alarms blaring behind her as she sprinted. She was finally free, escaped from the lab with their tests, prodding, and pain. Eleven threw herself at a fence, grasping at the metal wire, and tried climbing it, until she cut her hands on the barbed wire topping the fence. Wincing, she dropped back to the ground, looking at the cuts on her palms and hissed in pain. She looked back at the building, where she had spent all of her life. Something, the thing from the Black, was rampaging through the lower levels, and it was the only reason she was out. It had smashed through the walls by the bath, causing enough distraction for her to be able to slip away, crawling through vents until reaching the surface.

Now all Eleven needed was a way out. Spinning around, she looked across the grounds, only seeing fences with the same wire that hurt her. While she looked, searching for some opening, she saw the doors to the lab burst open as a wave of scientists rushed out. Gunfire could be heard, muffled from the inside of the building, probably at the Monster. In the large windows showing the inside of the lobby of the lab, Eleven watched as a large jet of liquid fire sprayed along the walls, sticking to the concrete as if it was wood.

The fire quickly spread and covered the door like a web, trapping everyone inside of it.

Gasping at the sudden change of color and light, Eleven stood in awe, frozen by the sight. She barely saw a scientist rushing at her, having spotted her, but with a jerk of her head, the man fell flat with a sharp snap of bone. Eleven quietly made her way to behind some vehicles, interested in the fire and what was happening. She didn't think the monster had control of fire, but she knew nothing about it.

The fire quickly spread across the inside of the building, consuming everything it could grab. Eleven watched, emotionless, as two men with guns slammed their bodies against the large windows, watched as they fired their guns, unsuccessfully trying to break the reinforced glass. The fire quickly spread to them, and even from her hiding spot she could hear the soldiers screams as the fire covered their bodies, tendrils quickly running up their legs and covering their chests, pulling them down onto their chests and dragging them into the larger flames. Their screaming quickly stopped as they were reduced to blackened skeletons within minutes.

Eleven was sure this was not a normal fire. Papa had her ran through multiple tests, trying to see if she could affect fire, though all she could do to it was blow at it with her mouth. But Papa had told her a small bit about fire, how it wouldn't do anything, that she was safe from the scorching heat of red and orange. Papa never said anything like this.

Through windows, Eleven could see that the upper floors were not faring much better. Smoke was choking the scientists out, and fire quickly spread up there as well, burning with hunger, charging down halls and consuming anyone or anything it ran into. From the very top floors, smoke billowed out in large columns from windows, a grey against the stars in the clear night.

Then, exploding from the front doors, was the Monster. Steam rose off its body, and it was screeching in pain from the fire it was surrounded by, some of which stuck to its torso from the door. The fire tendrils attempted to catch the Monster, crawling out of the broken door, but it leapt onto the grassy field and ran far, bulldozing through the fence, and into the forest. Eleven still waited, even though she wanted to follow the Monster in running far far away, she needed to know what happened to the lab, to her home as Papa called it.

And there it was. Or rather, there they were. It was Another. Walking slowly from the labs front doors, the fire seemingly uncaring about them, was a person, crouched over, almost scared of the open world, colored bright orange from the huge raging fire behind them and coloring their white gown. Their black hair just as short as Eleven's, and wearing the same gown with a flower design. Eleven sharply breathed in, thinking over what this could mean. Were they like her? They must be, why else would Papa have them here. What number were they?

Deciding quickly, Eleven ran to them, until she stood maybe ten feet from them, and the two stared at each other for only a second, but it felt like minutes, as the two realized they weren't the only ones with powers. Eleven and the Other turned to look back into the lab as more screaming rang out. The Other slowly looked at Eleven, and her attention was quickly drawn to the large amounts of blood streaming down from the nose and ears of this new child. Swaying side to side, the Other just stared at Eleven, panting and unspeaking, until they blinked out like a light, falling forward from exhaustion. Rushing forward to catch the Other, Eleven watched inside the building, as the fire-y tendrils that looked like writhing snakes melted, collapsing into liquid fire which covered the floor and walls.

Eleven turned away, having better things to focus on.


Only an hour later, Eleven set Other, as she had taken to calling him, down against a tree. Still unconscious, Eleven gently grabbed their arm, looking for a number. And, as expected, standing out against the extremely white skin, were the black inked numbers 0 1 3. Thirteen. That was their name. Eleven took a second to look at them for the first time since the two stared at each other outside the lab.

They were a boy, Eleven decided. He, while it was possibly a she, had a soft face, his jaw curved nicely with the only defined lines being his cheekbones. His cheeks weren't fat though, they were as tightly pulled over his face like hers were whenever she saw her reflection. Sighing, Eleven sat next to Thirteen, leaning her head on his shoulder. Hopefully it wouldn't be too cold.


Will Byers, resident weirdo of Hawkins Middle School, was no stranger to riding alone at night. He and his friends, the geek squad as the idiots of Hawkins called them, had just finished one of the best sessions of Dungeons and Dragons they had had in awhile. Will the Wise had rolled a nat 20 at the best time possible, sending the Demogorgon back to whatever plane of existence it came from.

Turning onto Mirkwood, his favorite road to bike along thanks to how peaceful it usually was, Will was immediately put on edge by smoke climbing into the sky, blocking out star light, like fingers reaching for the heavens. That couldn't be good. Discarding his bike on the side of the pavement, Will rushed to the fence that was always along the edge of the road, the cold metal, chilled by the November night air, burning against his palms, trying to take every last bit of heat he had in his hands. He tried to look past the trees, ignoring his complaining hands, but could only faintly make out a light orange glow from further away.

Heart and mind racing, Will ran through his options. He could leave, there was nothing he could do with no way to contact police and him being a smaller than average child. But still, he was Will the Wise, he had to do something, anything at all.

He looked back at his bike, frowning as he continued to think. He pressed himself back against the fence, straining to see anything more.

Wait. What? Will quickly spun around again, looking into the woods behind him, to the other side of the street. He could have sworn he heard someone running across the road. As he stared out into the forest, Will suddenly straightened his back and felt a wave of cold run down his body from his head, all the way down to his toes. Something was wrong. Horribly wrong. The hair on his arms, and the back of his neck, stood up on end as he slowly turned his head back and forth, looking into the darkness.

After a long, a torturously long minute, Will accepted that it was just his nerves. He slowly stepped forward, headed back towards his bike. Reaching down to grab the handles, a sharp snap of a branch was clearly heard directly behind him. Frozen, crouched over, Will couldn't move as his heart panicked, and Will slowly turned to look behind him, praying to every god he could think of.

Will Byers did not return home that night.


Sheriff of a town in the middle of nowhere, Hopper was very rarely on time, so when he was quickly moving through the entrance an hour early, Flo knew that something was not right. Not bothering for pleasantries, Hopper rushed behind the welcoming area.

"Alright boys," Hopper began, "Hawkins National Lab caught fire last night. Get as many people as possible over there, this takes priority over everything." Fixing his hat to his head, Hopper gave one look to his motionless colleges. "Go!"

With that, the station was alive with motion.


Mike Wheeler hurriedly put his bike into place at the school, already seeing Dustin's and Lucas' bikes, though curiously not Will's bike.

Quickly running inside, Mike checked his watch and cursed as he realized he was even later than he thought he would be. He tried to quietly enter Mr. Clarke's room, though of course that didn't work. The lesson immediately stopped. All eyes on him, he managed to stutter out one pitiful "S-sorry Mr. Clarke," before sitting down with blazing cheeks beside his friends.

Reaching down to pull out his book, he jumped when Dustin whispered almost directly next to him, "What held you up man?"

Casting his eyes at the tile floor, Mike quietly responded, "Susan." Blushing heavily as his friends snickered amongst themselves at his expense. Susan Harrington, freshman at Hawkins High, had been Mikes crush since he had laid eyes on her. He knew he was just a nerd, and the nerds never got the girl, but that didnt mean when he saw the opportunity to talk with her that he wouldn't. The two were semi-friends, even through the age gap.

"Wow, you must really love the girl, almost missing class just walking her to school. When is the wedding?" Lucas teasingly mocked, enjoying his friends suffering. In third grade, only a few weeks after the start of school, Mike had come running up to them with the wild news about, as he said in his excited speech, the most beautiful girl to ever exist. He had seen her as they were leaving school, her in sixth grade, and he immediately began looking for ways to talk to her.

"Shut up," Mike whispered with a glare, and a blush, and ignored the other two boys for the rest of class.


Eleven woke quietly, almost peacefully, to the sun rising. She almost thought last night was a dream, but when she felt the still sleeping body of Thirteen leaned up against her, she knew it wasn't. Maybe it was time to try and wake him up. Gently shaking his shoulder, Eleven was rewarded by sleepy eyes slowly opening to stare at her. Feeling a smile lightly tug at her lips, Eleven continued prodding Thirteen until he was fully awake. Resting his head against the bark of the tree, Thirteen stared at Eleven, though no emotion could be told from his eyes or face. Gently, after a moment, he reached out and touched her arm, causing her to pull back momentarily, before offering her arm to him.

Thirteen inspected Eleven's arm, until his eyes fell upon the clean 0 1 1 written along her wrist. Once again his blue eyes inspected her brown, before his light voice found itself.

"Sister."

Papa did not teach her a lot, but he did teach her that. Eleven's faint smile grew just a little more noticeable, as she nodded.

"Brother."


The two children walked in silence for most of the morning, the girl supporting the weak boy, though they managed to clean the dried blood off his face. After a while, the two sat down for rest, and breathed in the crisp and cold morning air.

Looking at Eleven, Thirteen cocked his head. She was like him, right? She had.. Powers. That's what Papa said he had. Amazing, world changing powers. Was Eleven the same? Slowly, Thirteen focused some of his returned energy through his hand, working on creating his favorite thing.

Eleven watched curiously as the boy in front of her stared intensely at his hand. As blood slowly began dripping out of his nostril, she quickly understood what was happening and paid close attention. She knew his powers were not like hers, but they were still powers.

Slowly, after a minute of concentrating, a thin tendril of fire burned into existence in Thirteen's palm, and began wrapping itself around his hand. The fire was cold almost, gently caressing the back of his hand, and had the image of a snake Thirteen had once seen in a picture book that was given as a reward. Carefully reaching out, Eleven tried to touch it, but was met with incredible heat and almost burn her fingers. With a frown, Thirteen focused and Told the fire not to hurt Eleven. He slowly took her hand with his free hand, moving it closer to the snake-like flame once again. It slowly wound down from the hand of its creator, and slowly slid over her smooth skin, this time only giving a dull warmth to her hand.

From Thirteen's palm, the fire snake stopped growing, only having gotten to a little over a foot long and an inch wide, though Eleven and Thirteen held their hands side by side, palms up, as the fire weaved in between their fingers and across their skin. Giggling, Thirteen wiped the blood from his nose while he watched Eleven move and stroke the flame, while Eleven marveled at the sight of it. She wished her powers could make something so beautiful, as she watched the 'head' of the fire snake lift and coil up in her palm. Holding her hand up so her eyes were level with the dull orange creature, Eleven smiled widely and looked back at Thirteen.

Thirteen, while slowly becoming less and less focused, was trying his best to keep the snake alive for as long as he could. But he knew if he stopped focusing without containing the fire, it would end very badly. Gently and reluctantly, and much to Eleven's dismay, he took the snake into his hand, feeling as it slowly returned to him, disappearing until the next time Thirteen needed him.

Eleven, while she was saddened by the loss of her new favorite animal, knew it was wearing Thirteen down. So, she decided to return the favor. Turning around to look at the forest, the decided her target. Reaching out with her hands, and her mind, she slowly focused on her breathing, calming herself as she lifted dozens of small stones around the two, holding them in the air a good four feet off the ground. Thirteen watched in amazement, and the many stones slowly moved over to the two sitting children. The stones piled themselves onto one large mound, and Eleven turned with a large grin on her face, and blood leaking from one nostril.

Eleven never wanted her powers, it was what made Papa want her in the lab. But when she could see how Thirteen admired her powers, she knew it was worth it. No one looked at it like that, the scientists only observed with furrowed eyebrows and intense eyes when she used her powers in their tests. Happiness swelled in her chest, being able to make him amazed like he could with his powers. She had someone she was equal to.

Though that brought a question to the forefront of her mind. Letting the stones go, she wiped her nose and turned to Thirteen, who was still watching the pile of rocks. Shortly realizing he was being looked at, Thirteen looked up and Eleven, eyebrow raised.

Taking a moment to find her voice, Eleven slowly spoke in her limited vocabulary. "Are.. are there more?" At his still questioning look, Eleven racked her brain to find the words she wanted. "More, more like us." Gesturing to the rocks, and then running her finger down from her nostril imitating blood.

With a raise of his eyebrows, Thirteen slowly nodded as he understood what she meant. "Doctors, they say thirteen is a large number. Taught me numbers, one, two, three, four, five, six, seven, eight, nine, ten, eleven, twelve, thirteen. You are Eleven, I am Thirteen." he slowly shifts through his memories. "I never seen other Numbers, but there are more, I think."

Eleven absorbed this knowledge, nodding. It made sense. "We will find them, the Others." Her mind was made up, but she didn't want to leave Thirteen. The Numbers must stick together. Thankfully, Thirteen nodded with her, he wanted to find everyone he could. Then, they would destroy all the scientists. Much like his power, the need revenge raged through Thirteen's small body, the need to destroy anything and everything in their way.

With no more words, the pair continued their trek through the woods.


Dr. Brenner quickly walked out to meet with the chief of the small town nearby, hoping to intercept him before he got too close to the burnt lab. The horrible affair of the fire, not to mention the events that took place below the lab, had thrown many plans into disarray. With the escape of two of his favorite subjects, not to mention the three somewhere in the country, Brenner didn't have the greatest track record of secret experiments. The police getting involved would only make matters even worse.

Jim Hopper walked up to the tall and white haired man, that he knew was head of this lab. Sparing a glance to the lab in question, Hopper had no honest explanation as to what could have happened. Concrete was scorched, almost every hallway and room were blackened, and the towns firefighters on scene were equally confused, though it looked like state issued firefighters were taking lead here. Probably due to it being a state ran lab.

"Electrical fire." Were the first words Hop heard out of Brenners mouth.

"What?" Taking off his hat to scratch his balding head, Hopper squinted at the intimidating figure.

"Electrical fire is what happened," Brenner looked at Hopper like he was an idiot. "Some testing on the ground floor caused an explosion, which caused the fire to act like it did."

Frowning, Hopper inspected Brenner, not quite believing his story. But he couldn't say otherwise, he never was one to learn anything about electricity or whatever. "Maybe. Maybe." Putting his hat back into place, Hopper looked at the building once more. For some reason, there were thick, winding sections that were charred worse than the other parts. Almost looks like vines or something.

Shaking his head at himself, Hopper finally decided Brenner's story made some sense. Maybe the firefighters would say otherwise, but he had no reason to believe Brenner was lying. Still... He took another look at the vine like burns.

Brenner followed Hoppers gaze. Thirteen had shown amazing power with the incredibly strong flame vines. "That's where wires were, best I can guess. Destroyed the stone something fierce, going to be spending a while replacing this place."

Hopper nodded, and silently walked towards the grouping of people to see if anything else could be told.


Nancy gasped quietly as Steve pushed the two of them into the bathroom. Biting her lip, she only had to wait a moment before Steve returned to kissing her brains out. Her arms wrapped around his neck, the two playfully moved around the bathroom in eachothers arms, Steve making it look like dancing. At the sound of the first bell, Nancy paid no mind and continued trying her best to meld their faces together. Steve however, looked over his shoulder at the door and quietly cursed.

Regretfully stopping Nancy's attempts to continue kissing, Steve kissed her forehead. "Time to go love, bell's just rung. Gotta get to class."

"Nooo…." Nancy whined, looking up and giving Steve her best pouty lip. "Just when I was starting to enjoy myself."

With a light laugh, Steve ran his thumb over her bottom lip. "Unless I'm very mistaken, you were enjoying every second of this. How about, after school, we meet up and continue this little session of ours?" Grinning as Nancy immediately perked up at the promise of more making out, Steve grabbed his backpack.

"Only if we can get some studying done, I need to be prepared for tomorrow's test." Nancy, while she may enjoy having one of Hawkins best kissers as her boyfriend, would never completely ignore school. Though she wouldn't mind missing a few minutes.

Wiggling his eyebrows at her, Steve blew a kiss to his oh-so-wonderful girlfriend as he left without a word in response.

Scowling, Nancy couldn't deny the smile threatening to overtake her face. Steve was a wonder.


Will didnt know how long he had been running, but he started when he got here and hasn't stopped. Not that he knew where here is. It was… so cold. He thought he was on Mirkwood, but things were different. Mirkwood definitely didn't have vines covering the pavement. Somehow, thankfully, his bike was still here, which was how he had gotten away so quickly. Will was almost certain he had lost the Monster.

Turning a corner on his bike, Will felt his front tire connect with something and he was sent flying forward over his bikes handles. He skid across the pavement, and rolled over a vine or two. Groaning, Will quickly sat up and looked behind him towards his bike. With a gasp and a strangled cry, Will scrambled backwards on his hands and feet, backing up until he connected with a rather large vine. Laying in the middle of the road, with vines running over it, was a quickly decaying human body, with a white jacket and short blond hair.

Controlling his urge to puke, Will shakily stood up, and slowly convinced himself to walk forward. As he slowly got closer, Will quickly snatched up his bike. The body, now that Will was closer, was dressed in a bloodstained lab coat. What was a scientist doing here? What was Will doing here? Looking away from the corpse, Will shuddered and emptied his stomach onto the pavement. Weakly, he got back onto his bike and carefully road over all the vines in the road. Hopefully he would find someone. Anyone. Anything, anything just so he could leave this place.


Benny Hammond was a kind soul. Everyone who met him would say that. He was frying up a burger for one of his many friends that ate at his shop, though there was only two at the time. He watched with a smile as the two talked, Ed no doubt telling some fantastically incorrect hunting story. Those stories always ended with him being the one scoring a perfect shot through the eye on whatever he was hunting, then dragging the kill, no matter the size, right back to his truck with no help.

Scoffing, Benny turned his attention to the fries he had cooking up, taking in the delicious smell of salt and potatoes. Then, just faintly, bells ringing could be heard. With a frown, Benny reached slowly for his knife drawer. That sounds too much like the bells he had attached to his back door. No one should be entering through that door. Watching the doorway that lead into the hallway to the outside, Benny crouched slightly and slowly walked forward, prepared for a fight.

When a small shaved head poked around the corner cautiously, however, Benny could only freeze in shock. The two made brief eye contact, blue eyes met blue. Fear, worry, then hundreds of emotions flashed through the small child's eyes in a short moment. Then, only adding to the trouble, a second, even smaller but similarly shaven haired child walk around the corner, only to freeze with the other two as everyone assessed the situation.

Benny looked between the two children, and thought about the two people in the front of the shop. Then, he watched as the first child's eyes flickered to the other child, then to the knife Benny was holding in his left hand.

Slowly, with no sudden movements, Benny gently set the knife on the steel counter. Not breaking his staring match with the two children, he softly called out to the two hunters.

"Uhh.. hey boys? Emergency, sorry, you've gotta clear out." Thankfully, Ed and his companion didn't question it and thanked Benny for his food and left payment, before leaving, still talking.

Unblinking, the two kids in front of him still stared at him. Wincing, Benny gently called out, "Hey kids, what are you two boys doing here? Need some food?" Benny finally noticed the odd dress they were both in, almost like a hospital gown. What happened to them?


So, the brown eyed one was actually a girl. That was the first thing Benny learned. The second was that Blue, as he didnt give a name, Benny was calling them by their eye color, did not like him at all. Since the two had sat down, Benny could feel the glare of Blue even as he cooked up another burger.

Taking out two burgers and some fries, Benny sat down in front of the two kids, who sat side by side, facing him. He let the two dig in, and inspected them. Blue was slightly larger than Brown, and had a soft jaw but sharp cheekbones. He was also skinnier than Brown, but they were both equally pale. Unhealthily pale. Had these kids ever even seen the sun?

"So… did you two run away from your parents?" Brown didn't even look up at him, still eating, but Blue looked up from his Burger. For a few seconds, the two stared each other down, before Blue sighed quietly and nodded, barely, but he still nodded.

"Papa.. Papa not nice." Blue shivered as he spoke, remembering everything Papa had put him through. Brown shuddered and pressed herself against Blue at the word Papa, and stopped eating.

Eleven didn't know what to do. Thirteen was more talk-y than her, and he knew more words. But she knew what Papa meant. She slowly brought a fry up to her mouth, hoping to gain appetite again. It helped her focus on something other than the talking.

Benny frowned, thinking about the two kids. Obviously they were mistreated, and they both had negative reactions to the this Papa. "Did… did your dad hit you? You are so pale, have you ever seen the sun?" Benny stopped for a second and it clicked in his head. They might not have. Leaning back in his chair, Benny processed this. "Shit. Do you two even have names? I don't want to just call you Blue and Brown in my forever."

The two shared a look, and Blue stared at Benny with a look in his eyes. "Trust?" It was something Papa had said, that Thirteen needed to trust the doctors. Thirteen didn't know what it meant, but it was supposed to be good, even if the doctors weren't.

Nodding slowly, Benny smiled faintly. "Yeah kid. You two can trust me. If you don't want, I won't tell anyone anything." And he meant it. If he had to, he was willing to care for these two until they were ready to leave. He leaned forward, putting his arms on the table.

Nodding back slightly, Thirteen shared another look with Eleven. When she nodded, after a moment of silent conversation, Thirteen bared his forearm on the table for this nice man so see. A moment later, Eleven did the same.

Eyes widening slightly, Benny stared at the marks on each of these kids wrists. They were numbered? Shit. Rubbing his face with his hand, Benny motioned for them to keep eating while he thought.

Finally, after a minute, Benny looked back at the two children sitting in front of him. Brown had finished her meal, and Benny watched as Blue split his remaining burger in half and gave her the larger piece, which she hungrily ate. His heart melting at the sight, Benny sighed. "So, those numbers… thats your guy's names? Thirteen, and Eleven? No other names?" At Blu- no, Thirteen's nod, Benny groaned. "Shit. Well, kids, my name is Benny." Waving his arms around the small building, he said, "You are in my shop."

The two just stared at him. Putting his arms back down, Benny closed his eyes in frustration. After counting to ten, Benny opened his eyes again. Noticing they had finished their meals, Benny felt a smile begin to appear. "Have you two ever had ice cream?" At the expected confused looks, Benny motioned for them to follow him, which they did after a moment. "Hope you like strawberry, that's all I have right now. How about you two eat, while I get you two some proper clothes, those gowns don't suit you."


The lunch bell to Hawkins Middle rang loudly, and the three nerds of the school gathered right outside the entrance of the A.V. club door, noticeably missing a fourth. Frowning, Dustin spoke up. "This is weird. Any clue where he could be?" Both Mike and Lucas shrugged, only mildly concerned. This wouldn't be the first time Will had been sick, so they didnt know why Dustin was worrying more than usual. They both just wanted to play with the radio. They had been waiting since school started!

Karen Wheeler rarely had time to relax, but today was one of those times. Ted was downstairs, watching after Holly and the two olders were at school. Finally, she could read the one book she had been waiting a week to finish. Feeling the soap bubbles covering her body, Karen slowly progressed through the… sensual… book. Unfortunately, it couldn't last forever. Almost dropping her book into the bath at the loud ring of the phone from downstairs, she sighed and waited a minute. Hoping Ted would get it, Karen just turned up the soft music in the bathroom.

Downstairs, Ted just sighed and slowly walked to the phone. Lifting it to his ear, he flatly voiced his annoyment. "Who is this? I have kids I need to be looking after." Looking back in the front room at Holly, she was thankfully taking care of herself.

"Oh Ted! Sorry, its Joyce-" The rapidly speaking woman didn't hear the sigh of annoyance from the father on the other end, "Did Will spend the night at your house last night?"

Ted had to think for a moment, he didn't pay much attention to the activities of his second youngest child. He frowned and responded, "No, I remember him saying goodbye last night, along with Dustin and Lucas." He might not be the brightest man in Hawkins, but he could connect some dots. "Did he not come home?" Understanding dawned on Ted.

Joyce's panic filled voice rose in pitch over the phone. "Oh god, do you have any idea where he could be?"

"No, unless he is at someone else's house." Ted thought for a second. "Call Hopper, he can get people searching. Don't worry too much, we'll find him Joyce."


Eleven loved the ice cream, but Thirteen didn't appreciate the cold of it, and only ate in small amounts, though he liked the flavor. They both now sported matching shirts, with large letters across them. Not that either of them could read.

Benny watched with amusement as the two interacted. Eleven, who still hasn't spoken more than a few words, was trying to get some ice cream on Thirteen, who was pushing away her hand. They were finally acting like kids, which warmed his heart. He turned away from watching them, and moved down a couple of yards to check on his fryer, noticing in his haste to cook for the kids he had left the heat on.

Looking over his shoulder, Benny enjoyed the smiles the two kids were wearing. He had gotten very little out of either of them, but from what Thirteen had said, their Papa would be looking for them. Eleven was a lot less vocal than Thirteen, almost entirely letting the boy speak for the two of them. The trust between them was incredible, and their relationship was adorable. Hopefully Benny could get them to trust him as much as they trusted each other.

Humming a tune as he cleaned up, and looked out the window to the front of the shop. It was going to rain soon, storm clouds were getting close to the town. Benny frowned and looked back at the children. Eleven had given up trying to get ice cream on Thirteen, and now the two were just smiling and sitting with each other. They were very lucky to have found him, Benny didn't want to think about those two poor souls out in the rain and dark.


Mike, Dustin, and Lucas all road to the Wheeler's house after school, and were immediately accosted by Karen.

"Would any of you have any idea where Will is? Joyce doesn't know, and she called the house looking for him." The matriarch of the family shifted her gaze over the three children, worry flickering over their faces.

Mike was the first to speak up. "Will didn't go home? Dustin, when did the two of you break up?"

Dustin frowned and only had to think for a moment. "Just on Mirkwood, like usual. Dude beat me though." The frown mixed with a pout. "I owe him one of my comic books, the lucky bast-" Mike elbowed his ribs as Karen began to glare, "Jerk. Lucky jerk is totally what I was going to say."

Mike clapped his hands gently. "I can't think of any hidden spot, except Castle Byers." He paused and thought for a second. "If you hear from him, please tell us? We didn't even know he was missing." Receiving a nod from his mother, he ushered his friends downstairs to their den.

Karen waited a moment, and raised her voice to carry to them. "No going outside after dark! Not until we find Will."

Cursing under his breath, Mike shouted back, "Alright mom! We got it!" He closed the door with a slam.

The three pre-teens all looked at eachother. Lucas was the first to speak, looking up the staircase, "We are totally going out tonight."

"Oh yeah," Mike and Dustin responded in unison. Dustin stared at Mike oddly while Mike continued talking. "You two got jackets?"

The three geared up, they were going out. Members of the party don't get left behind.


Eleven had finally spoken to Benny directly, instead of just with Thirteen. It was, of all things, about colors. She knew none of the names, but recognized a few colors. Benny told her of the rainbow, how all the colors mixed and what colors were made by which other colors. Benny, in high school, had taken many art classes, and would have gone to collage for an art major, if his mother hadn't had her stroke when she had.

Thirteen tried to act like he wasn't interested in the talk, but he was just as uneducated as Eleven in the way of colors. Even as the sun set over the forest, and rain battered the windows, the two small children listened as Benny explained all the different shades of purple, which was Eleven's favorite color so far, from when Benny had pulled out one of the kids menus with crayons that he kept in the shop. While Benny talked with Eleven, Thirteen was burning through coloring sheets, trying his best to stay in the lines with the colors.

"Shit." Thirteen didn't know what it meant, but Benny had said it a few times, and he figured he understood the context needed. "Dumb crayons, dumb paper." He knew what 'dumb' meant. The people at the lab usually called him it when he didn't do a test right.

Benny looked up from the drawing he was helping Eleven with. Thirteen balled the paper up and threw it in the trash. "Buddy, paper goes in recycling, not trash. It goes in the blue bin." Thirteen only sighed in frustration and stood up to put the paper ball in the right spot. Benny smiled and looked back down, but looked up at a soft "Benny?" from Thirteen, who was staring at the front of the store, frozen.

Cautiously, Benny stood, but motioned for Eleven to stay sitting down. Of course, she didn't, and the two crouch walked to Thirteen, who was crouched looking over a counter. As soon as Benny could see the front door, he cursed quietly, but descriptively. Hopefully Thirteen wouldn't pick up any of the words he just said.

Outside the door, walking up the path to the front door, was what looked like a repair man. Portly and mustached, the man rapped his knuckles against the glass.

Motioning for the two worried children to stay down and out of sight, Benny slowly got up and made his way to the door. Cautiously opening the door slightly, Benny looked the man up and down. "I didn't call for any maintenance to be done. What's your business here sir?"

The man, whose name tag said only 'Jerry,' only nodded before speaking in a polite tone. "My company believes that this facility is place to a pipe leakage, with the cold bursting an underground pipe. Could I take a look around?" Benny started to shake his head, not needing anyone poking around, before noticing the man wasn't looking directly at him. Something behind him was being looked at.

Spinning his head around, Benny only just caught the flash of a shaved head disappear around a wall. "Ah shit." was all Benny said. Damn kids.

'Jerry,' or whatever the man's name was, quickly reached inside his jacket, but didn't get the chance to pull what Benny was sure was a gun. Benny didn't know how he knew, but he knew this man was bad news. Leaning his head back, Benny brought his head forward against the shorter man's skull, leaving both of them stunned and with a headache in the near future. Benny blinked for a moment, before remembering what he was doing and roughly shoved the man backwards out onto his ass, and locked the glass door. Turning, he sprinted forward to the kitchen, needing to ensure the kids would be safe.

Benny heard a gunshot, and the shattering of glass, but didn't feel any bullets connect with him as he vaulted over the counter, and rolled to his feet. "Run! Out the back!" Grabbing an arm of a different child in each hand, Benny sprinted to the escape.

As the three turned the corner, they were met by the door to their freedom being kicked down, wood splinters flying everywhere. Two men in suits stood, guns pointed down as they recovered from breaking the door. Almost in slow motion, Benny watched as each of them slowly pulled their guns up, but before they could take aim, the burger flipper from plain old Hawkins rushed forward, slamming his wide body into the two agents. The three crashed to the ground, with Benny pushing himself onto his knees and cracked his fist into the face of the closest immobilized suited man, feeling something beneath his knuckles break, as soon as he gained his bearings.

He didn't know why men in suits were here, all he knew was that they would take the kids away, maybe back to their Papa, and they would have to kill him to do that. Seeing the second man start to sit up, Benny again slammed his fist into the side of the man's head.

A sharp, sickening snap from behind him made Benny look over his shoulder at the two kids. Looking down at the floor, Benny was created by the sight of the man who was at the front door lying on the ground, gun in hand, and his neck bent unnaturally. Looking at the two unmoved children, questions swirled in Benny's head as he watched Eleven wipe blood that was leaking from her nose. What the hell?


Steve was rather passionately kissing his girlfriend, in his car out by a river that ran through the woods a little ways outside of Hawkins. The two had met up right after school, and had spent the entire afternoon together. Once the mandatory flash card quiz testing was through, Nancy was quick to begin the part she had been waiting for. Yeah, she felt guilty about not going home and telling her mom where she was, she knew it was worth it. Besides, her mom wouldn't take it too badly. Right?


While his mom was on edge about Will, Mike and company were still able to sneak away after dark. Riding down to Mirkwood, rain began pouring, making the three extremely grateful for their jackets.

"Umm.. guys? Did you hear that?" Dustin speaking up a while later stopped the trio, almost onto Mirkwood.

Mike and Lucas looked around into the trees, questioningly. "Hear what? Did you hear an animal?"

"No, no. It sounded like a gunshot almost, but muffled." The two boys looked at Dustin.

"Are you sure it wasn't thunder? It wouldn't surprise me if it started thundering right now." Lucas voiced his doubts. Why would a gun be going off? They weren't near the usual hunting grounds, they were too close to the town.

"'Thunder,'" Dustin said in a mocking voice, "Did you see any lightning recently? It's usually lightning, then thunder, unless you know something about weather I don't."

"I didn't hear anything," Mike spoke up. "Let's just focus, we are almost to Mirkwood, let's find Will like we planned."

The three continued, with Dustin complaining under his breath about his friends going deaf.


Benny grabbed the two again, and after knocking the two agents unconcious, pushed through the forest. Benny looked up into the sky as they ran. The rain should wash away any tracks they would leave, but they could never be too safe. Doubling back, he did his best to make their path as confusing as possible, with false ends and loops. Finally, Benny put some faith in his plan and they all stopped to rest. Bending over and putting his hands on his knees, Benny panted and looked at Thirteen and Eleven. The brush hadn't been kind, and they both had dirt, leaves, and small branches on them and their shirts.

Thirteen and Eleven pressed against each other, shivering from their rain soaked shirts. Benny undid his apron, which he had been wearing this entire time, and wrapped the two in it like a blanket. They certainly were small enough for it to cover them both.

"We can sleep here for the night. Animals should stay away, and I don't think anyone will be able to find us this deep in the woods." Taking another futile look into their pitch black surroundings, Benny made a quick and small covering area out of branches and some leaves. Ushering the children under it, they laid on the ground and Benny made sure they were close enough to share body heat. The rain wouldn't be blocked out well, but it'd be better than lying out in the open.

Sighing and getting ready for a sleepless night, Benny lied down in front of the small structure, his back pressed against Thirteen's. Resting his head on his arm, Benny stared out into the woods.

The people hunting them will not get these kids. Not on his watch.


They were all soaked. Dustin blamed Mike, Lucas blamed Mike, Mike blamed Mike. But it would be worth it. The three had finally made it to where Will was last seen by Dustin, and after leaving their bikes in the ditch beside the road, had headed into the forest.

"Uhhh… Mike, Lucas, what do you think that is?" Dustin, who was at the back of the line, had his flashlight pointed at the ground, lighting up his feet. Mike and Lucas shared a look, and Mike rolled his eyes.

"What is it Dustin?" Moving back to the curly haired boy, Mike and Lucas glared at Dustin for stopping them, before looking down at where Dustin was pointing.

A huge footprint, slightly deformed by the rain, but still clearly so, was at the center of the large circle of light from the flashlights. Frowning, and his eyebrows pushing together, Mike moved to look at it better. It looked like a huge heel, with two almost bird like toe prints. They would have definitely said it was a bird, if it wasn't larger than a grown man's foot.

Shaking his head, Lucas coughed and shined his light in each of the other boys, causing Dustin to bring up his middle finger and drawing a "Fuck you Lucas" from Mike.

"Guys, it's probably just some deer with the print messed up." Waving his hands at the sky, Lucas called bullshit. "Rain anyone? The print is obviously fucked up, no way any animal leaves a print like that.

Sighing, the other two were forced to agree. Dustin figured that he could at least ask Mr. Clarke about it tomorrow. As Mike and Lucas continued walking, flashlights going everywhere, Dustin had to jog to get back to them. Taking on last look behind him, Dustin couldn't get the footprint out of his head.

Still. They came here to find Will, so Dustin began searching the surrounding woods with the other two, the three slowly heading deeper and deeper into the woods.


Benny had finally, finally gotten to sleep. He would wake up sore in the morning, sure, but it'd be better than getting no sleep. Hopefully the kids would be alright in the morning, they had fallen asleep almost immediately.

Good things could never last, however, and within thirty minutes Benny awoke to the sound of movement, even over the rain. Shooting up, he looked back at the kids, making sure they were still there and asleep.

Lights were slowly headed directly for them. With a curse, Benny searched for a weapon, anything. Grabbing a large stone, he slowly crept forward, preparing to fight these people and hopefully buy Thirteen and Eleven enough time to escape. Taking a deep breath, he pressed himself against a tree that the soldiers would have to pass to get to his small camp.

"Will! Where are you?! Will!"

What the fuck? Head spinning, Benny almost physically stumbled from the words. That certainly didn't sound like a soldier. Still, who else would be in the woods right now? Resetting himself, he lifted the rock and got ready to swing it.


Lucas, who was at the head of the group, was the first to spot it. A clearing, he shined his light at head height looking for signs of life. Then, from behind him, Mike shined his flashlight over to a tree, where it looked like a lean-to. Lucas shined his light there too, and they both saw a small pale foot peeking out from the side.

"Will! Is that you?!" Lucas started running first, sprinting to his friend with Mike close behind. Dustin took a second to realize what was happening, and sprinted behind his friends.


Benny quietly cursed when he saw the flashlights center in on Thirteen's small foot. Who was Will? Was that Thirteen's real name?

All thoughts were pushed away as a small, jacket covered body sprinted past him. Still in shock, Benny couldn't move even as another kid ran past his hiding spot. What the fuck were kids doing here?!

Even as he processed this shock, a third person slowly jogged by, this one slower than the others. Shit, he had to do what he had to do. Lunging behind the kid, he wrapped his arms under the kids armpits and lifted him up. "Hey! Get out of here kids, you aren't welcome!" Benny's yell caught Mike by surprise, causing him to stumble then trip forward onto his face, though Lucas kept running. He was almost to Will, then everything would be okay.

Turning the corner, Lucas was greeted to the sight of Eleven and Thirteen shaking off the effects of sleep, and the call of 'Will' died on his lips. Who were these kids?

Dustin, as soon as his feet were off the ground, let out an almighty screech of fright, before Benny clamped his hand over the mouth of this stupid child. Dustin's panic filled eyes met Mike's concerned ones, and Mike scrambled to his feet even as a girl behind him shrieked.

Lucas, one moment, was facing the two barely clothed kids, covered in an apron of all things, and the next was flung through the air, before landing and skidding across the ground. With a sharp cry, a stone caught his left side and stopped him from moving further, and was encased in darkness without his flashlight.


At the scream, Dustin felt the arms release him and suddenly the ground was too close. Catching himself with his shoulder, Dustin only just barely escaped a broken nose. The man who was holding him sprinted forward, pushing past a very confused Mike, who after staring at the man rushed to Dustin's side.

At Eleven's scream, Benny rushed to his two charges. Seeing a flashlight on the ground, but not the kid who had ran here, Benny momentarily stopped before running in front of the two kids. Bending down to look at Thirteen and Eleven with wide eyes, Benny looked over both of them for wounds, praying they weren't hurt. Grabbing the still disorientated kids, he pulled them to their feet and put them behind him even as he stared down Mike and Dustin, who had gotten up quickly to face his attacker.

Even as Mike death glared the large bearded man, Dustin frantically searched form Lucas, who's flashlight was lighting up a small, lightly drier than other areas, box that he assumed was where the foot's owner had been sleeping. Scanning his flashlight over the forest and calling for Lucas, almost unable to be heard over the storm which was rising in intensity. Then, the light ran over the downed form of his friend, who was a good twenty meters from where Dustin was standing.

"Who the fuck are you?!" Even as Dustin ran to Lucas, Mike shouted at the trio of people standing in front of him. The guy had attacked Dustin! "Why the fuck are you here?!"

Benny stepped forward, glaring even as water poured down his face, and did his best to look as intimidating as possible. "None of your business! Get out of here, and don't tell anyone what you saw here!" These stupid kids had scared his newly adopted kids, as now he would have to find another place to sleep.

Thirteen and Eleven, both standing behind Benny's arms, both held onto Benny as they glared at the new kid.

Running back, Lucas groaned and rubbed his ribs. Dustin thankfully was helping him move, though it still hurt where the rock and been slammed into his body. How the hell did that happen?

As the other two kids joined with Mike, Benny turned his glare on them as well. He didn't know how the one kid got so far away, but that wouldn't gain him much sympathy. What the hell were these kids doing out here in the woods at night?

The dark haired one, the one Benny had been staring down, spoke up in his high voice again. "Why?! Did you kidnap those kids?!" Benny felt his back straighten at the accusation, how dare he! But before he could respond, dots connected in the kids head. Lunging himself at the man, Mike shouted and cursed. "Wheres Will?! Where did you hide him?!" his small fists slamming into the man's stomach, Mike felt himself be shoved backwards onto his ass, and glared up at the man for touching him. But.. his arms were still outstretched covering the other kids.

Benny watched as the kid was flung backward, and as his two friends cursed and called Benny some rather descriptive adjectives, but looked back at Eleven. Once again, she was wiping blood from her face. What the hell was up with her?

Eleven only let the boy lay his hands on Benny once, before she put him down. Thirteen caught on immediately, and knew he had to do something. These people were threats, and he was willing to do what it took to make sure they wouldn't be.

Mike pushed himself up to a sitting position, but was stopped there. As he went to move his feet, the very ground beneath him wrapped itself around his ankles, encasing them in stone. Reaching forward to try and free himself, Mike let out a sharp yell as the hand still holding him up was treated the same, and he was immediately immobilized.

Lucas felt his support leave him as Dustin ran forward to stand over Mike, and Lucas quickly limped over. They didn't know what was happening to Mike, but they wouldn't let this man hurt their friend.

As the light from the flashlights showed the boys ankles, Benny had to take a mental step back. It looked like a snake made of stone had just bursted from the ground, before digging on the opposite side of the leg. The stone even had scales like a snake, but that was impossible? Turning again to look at Eleven, instead of the usual nose wiping whenever something odd happened, she looked just as surprised as he felt. A feeling taking over him, he turned his head to the other side, looking at Thirteen. And there it was, even in the dark Benny could see the blood slowly dripping out of the small boys nose. Not letting himself think too much about it, he focused back on the kids in front of him.

Today had officially gone to hell, Benny decided.

Quietly, Benny spoke so the three couldn't hear him. "Thirteen.. Thirteen, can you let him go?" Taking a chance his thoughts were right, he spared a glance at the boy behind him. The two stared at each other for a second, before Thirteen nodded reluctantly. Benny looked back at the two standing boys trying to break the stone without hurting their friend, but a second later the stone on his hand and ankles exploded into dust and smaller rocks. Okay, so he was right. Not as pleasant as he was thinking it would be.

As soon as he was free, Mike shot up and shines his light in Benny's eyes, drawing a glare. "How did you do that?! What the hell is going on?!"

Dustin read the situation and stepped between everyone. "Okay! Okay! Mike, shut your mouth." At the confused and insulted look from his friend, Dustin only shrugged apologetically. "Everyone, just calm down, let's be rational about this." Looking at the large man who had attacked him, Dustin sighed and raised his voice so everyone could hear him over the rain, which was thankfully slowly dying down. "I'm Dustin, the idiot who was yelling was Mike, and the guy limping is Lucas. Now, what are your names?"

When Benny was silent for a few seconds, Dustin rolled his eyes. "Come on! Put a little trust in me!"

Growling and pushing Thirteen and Eleven almost completely out of sight behind him, Benny made up his mind. "Benny. Thats my name. I'm not telling you the kids names."

Dustin groaned and had to stop Mike and Lucas from acting like idiots. "I gotta ask, are they yours? We didn't just stumble on a kidnapping did we?" Violently praying against it, Dustin stared at Benny.

Taking a look behind him, Benny turned back to Dustin. "Kid, you three are getting yourself into something you don't want to be. They aren't mine, but I didn't kidnap them!" His annoyance once again flaring, Benny glared at Mike, the original accuser of such a thing.

Nodding, Dustin looked between the two hostile groups. Mke was easily the most aggressive, but only because Lucas was in pain. Lucas was always the easiest to anger. Slowly, Dustin spoke up again. "Do you guys need a place to stay? It can't be nice in the middle of the woods." Thinking for a moment, Dustin came to a unfortunate conclusion. "My mom is out of town on business, my house isn't far. I can house you three."

Even as Dustin watched Benny consider it, Mike finally spoke up. "No! We don't know anything about them!" Lucas only glared at Benny.

"Shut up!" Once again Dustin shouted at his friend. Couldn't he see this could work for them? "It's my house anyways, you have no say." Looking at Benny and the kids again, Dustin waited for any response. He was hoping for a no, he didn't like the idea, but it was their only one, and Dustin needed to know what was happening.

Benny's mind raced. If the kid was telling the truth, then this could be very, very good. Before he could decide however, "Yes. We will go." A small voice behind him spoke up, and Benny looked over his shoulder at Eleven.

"Are you sure about this?" Benny didn't like the idea, but if that's what Eleven and Thirteen wanted, then it would happen. Once he received two nods, albeit a reluctant one from Thirteen, he faced Dustin again. "Okay. Lets go."


Authors Note!

Well that was an exciting ride. I've been wanting to write this out for a while now, but only recently got motivated. I've never wrote a fanfiction before, not one that I published, so I am open to suggestions in terms of how I write.

As you no doubt noticed, things are very different for our ragtag team of nerds. The one I'm most excited for is Thirteen, who I am excited to develop. Susan Harrington is also self created, and will show up again.

As for pre-existing characters, some I've changed. Ted, Nancy, Steve, Mike, and obviously Benny are going to be different. I'm trying to make Ted into a better father, less of a dumbass like in canon, so he and Karen can have better personalities. Nancy will probably be the largest change, as I've changed her from goody two shoes to more of a laid back girl, though she will follow a similar arc to the Canon Nancy with Jonathan and Barb. Mike will be.. Interesting. I don't know how I'll write him, but as you can tell he's a bit more focused on finding Will, taking a similar stance as Canon Lucas in terms of the new guys. Steve, well I have plans for Steve. Starting off, he's going to be similar to Season Two Steve, but will hopefully have his own arc.

As for Benny, not much was established about him, so I'm making it up as I go. He may die, to make things easier on me, in fact he almost died this chapter(He was gonna be shot in the side by the guy at the door while running to the kids). It was heavily debated in my brain.

Things will be darker, most definitely, this time around. Will might not survive, but he has his bike. But expect death, though most likely no one too important. The only one I can think of writing off is Will, but he can't die for a few more chapters at least.

Eleven! My baby, adorable Eleven. Her powers are going to be different, though not in many obvious ways. One thing that confused me about Canon, is that Eleven has all these badass powers, connections to the Void, whereas Kali can only(Ha! Only.) mess with people's brains and eyesight So, a bit of a downgrade, or maybe just an upping of powers in everyone else. I do know what I want to happen with Thirteens powers, however, and he's going to be a power hitter.

You may have noticed a lack of the Byers family, only really Will showing up. I don't know how to really write any of them, with Joyce being the hardest. Same with Hopper and Brenner. So this story will have bits showing how everyone else is progressing, but it'll be heavily focused on Thirteen and Eleven's adventure.

Pairings!

Oh god, this was a struggle for me to decide. But I've decided. The hardest was definitely Eleven/Mike, or Eleven/Thirteen, and too be honest that could change through the story. But I've got almost everyone planned out with who they will be with, or if they will be single.

Please comment!

I don't care if you are offering criticism or just saying hi, but just any comment is appreciated. Even the haters, cuz that still means someone read my work. Though please, if there are any issues like grammar or spelling, tell me, I strive for perfection.

This will be going up on , and hopefully ArchiveOfOurOwn if I can get my account to work.

Expect the next chapter in at most a week! I'll be trying for an average of 10.000 words per chapter, so updating will take a bit longer than some fanfics out there.

This chapters word count(including AN) - 10.524