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Jane sat in English, staring on the worksheet Mr. Benson had just passed out. The late bell had already rung and Max still hadn't arrived. Jane glanced at the empty desk next to her and wondered why she was late. After about ten minutes, Jane looked up and saw the familiar frizzy red hair walking into the classroom. Max handed her late slip to Mr. Benson before grabbing the worksheet and sitting down. Max avoided Jane's gaze, looking at her paper solemnly.

"Your freckles," Jane said, her eyes scanning Max's face. "They're gone today." Max internally sighed. Of course her makeup would cover her freckles, totally outing the fact that she was wearing makeup, and a lot of it.

"I have concealer on, that's all," Max covered, trying to sound as inconspicuous as possible. Jane, as usual, had killer intuition and knew immediately that she was lying about something. While the two had only really begun to be close, Jane had felt a little bit of a responsibility to protect her since Max had helped her friends in her absence last year. Not to mention Jane felt guilty for being so petty to her all summer. Jane decided to let it go for now, knowing that if they kept whispering back and forth, the teacher would likely tell them to shush, which would only draw more attention to the pair. The two girls sat in silence doing their assignment until the bell rang.

Jane stood up, grabbing Max's arm.

"Bathroom." She told her simply, walking out of the room without seeing if Max was following.

Inside the privacy of the girl's restroom, Jane started on her inquisition.

"Who?" Jane asked directly.

"What? What do you mean? Who what?" Max replied, deflecting.

"Who hurt you? You don't wear concealer unless you have something to hide," Jane said.

"It's not a big deal," Max started, accepting defeat while still trying to downplay the actual events of last night. "It was just my step-dad. He bumped me on accident."

"Max," Jane said softly, taking her hand. "Friends don't lie."

After hearing the whole story, which Max was hesitant to tell, Jane's eyes had a coldness to them. To Max's surprise, Jane did not march off to go murder her step-father with a twitch of her head.

"Come to my house tonight, so you won't have to see him," Jane offered. Max's eyes widened.

"A-are you sure? Would the Chief be okay with it?" Max wondered. Jane shrugged.

"Doesn't matter. Do you want to?"

"Yes! Thank you, Jane." Max said, her lips turning up into a smile.

Dustin sat in social studies, waiting impatiently for the bell to ring. Hismom had packed him a Three Musketeers bar and he was itching in his seat to get a taste of that nougat. After what seemed like an eternity, the lunch bell rang and he practically ran to their lunch table to dig in. He was the first to arrive, followed by Will and then Max.

"I can't believe you love those things so much," Will judged, looking at the blissful expression on Dustin's face as he took a bite of his candy bar.

"Let me enjoy my candy in PEACE, Will!" Dustin said with flare. Laughing, Will opened his lunch box and started on his sandwich.

"Where's your lunch, Max?" Will questioned. She was sitting with her chin in her hands and no bagged lunch in front of her.

"I forgot to pack it," she said with a shrug. "I was running late this morning."

"Here," Dustin said, handing Max his pudding. She grabbed it with a small smile. "Are you feeling okay, Max? You look a little pale," Dustin continued.

"Yeah, I just overslept today so I'm kind of out of it," Max said. Dustin wondered for a moment whether she was lying about something, but he didn't really want to press her. Then, the rest of the party came to join them, and Lucas was at Max's side, which made her feel a little better.

Jane kept a close eye on Max during lunch. She knew Max didn't want to tell anyone, and Jane understood that. But still, the thought of having to live with a Bad Man like Max's step-father made Jane's skin crawl. Mike seemed to be catching on to Jane's mood and looked down at her with concern.

"You okay?" he asked her. She shrugged in response. "What's wrong?"

"Max lives with a Bad Man," Jane told him.

"Billy? I thought she took care of that…" Mike trailed off, thinking of her use of Steve's nail-studded bat at the Byers' last year.

"Not Billy. Step-father," Jane explained. Mike's eyes widened in understanding. He took a glance at Max from across the table and noticed that she did look a bit off today. Why hadn't he noticed sooner?

Before the lunch period was over, Jane made her way to the office to call her dad and tell him that Max was staying over tonight.

"Hawkins Police Station, how may I help you?" Flo's voice said.

"It's Jane, I need to talk to Hopper," Jane replied softly.

"Oh hello sweetheart, I'll get him on the line for you!" Flo told her.

"Thank you," Jane breathed. She liked Flo. She was always nice to her.

"Hey Kiddo, is something the matter?" Hopper's worried voice asked through the phone.

"Nothing's wrong, just telling you Max is spending the night. It's a girl's night, my firsts school weekend," Jane stated, not even bothering to make it a question.

"I don't know, I don't really want you two at the house alone until I get home," Hopper said with his 'Dad voice'.

"But she needs my help, she lives with a Bad Mad," Jane whispered.

"I see," Hopper sighed. "Okay, fine Kid. But no more Bad Man talk over the phone, you got it?" Hopper said, paranoid as ever. "And tell the Wheeler kid not to come over until I'm home from work," Hopper continued.

"Okay, thank you Dad," Jane said, hanging up.

In his office, Hopper made a note to check up on the Hargrove/Mayfield family…

"Harrington!" Steve heard from Hopper's office. He strolled in and leaned against the door frame.

"What's up, Chief?"

"I'm putting you on patrol tonight, and pay extra attention to the Hargrove house. Let me know if you see anything suspicious."

Steve nodded, a little nervous.

"Sure thing."