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Thursday 18th July, 1984

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The upside-down hadn't changed much since he'd last been there, over a month ago now. Still too foggy to see past ten feet in front of him, eternal twilight, the same greenish gas with tiny nuclear flecks permeating the atmosphere of a desolate wasteland, its layout a reflection of home.

He avoided the curtains of creeping ivy and long vines that twisted over all the things it shouldn't in his house, which was... well, everything. Skipped the rotten backdoor steps and landed in mould pretending to be grass. Then it was a straight-shot through the sparse forest of endlessly tall tree silhouettes and haunting echoes, which he'd come to realise were the thoughts he could infiltrate, thinning the barrier between the worlds to reach him.

Will was on a mission. This world had once been his prison, it's inhabitants his captor, until he turned the tables and learned to face his fears. Now it was a weapon, a tool to be used against those who threatened the lives of his friends and family. The once-useless boy who'd only ever been able to get himself lost would lose himself now to find what he needed to help them.

He'd already been through Hawkins Lab on multiple journeys and come up empty. Wherever the new base was, it was far from the town, undetectable. Will clenched his jaw, fists curling as he thought about where they could be, what they could be taking his sister for.

El was blocking him out of her thoughts. He didn't know she could do that until earlier in that very same dream, when he remembered what happened and tried to prod her mind, and encountered the barriers. Invisible forces pushed him back, kept him out of her room. And as much as Will liked to go on about respecting people's privacy, Eleven... she was a special case.

He'd failed to reach her thought cloud, even in his lucid, most powerful form. Which led to the change in tactic, going out to Hawkins Lab for yet another hopeless investigation, which further led to him now walking through the forest aimlessly. Well, maybe not so aimless, there was after all still one more thing to check on...

Along the way Will hummed to himself, his favourite song by The Clash that had yet to become an overplayed annoyance. It took a long time, even though he could navigate through this familiar patch of woods leading to the railroad tracks with his eyes closed. "One days it's fine and next it's black..."

"So if you want me off my back." He'd made it to the junkyard, and in the distance stood the creepy old house from one of his many different nightmares, painted black and menacing. Inside that house were the thought clouds of his friend, his enemy and the unknown. Enemy because Max's mom had hurt her, his friend. Friend because she knew what it was like to be an outsider, but was nice to them, and reached back when they (well, mostly Mike) extended the hand of friendship.

Mike excelled at that, trusting the right people, seeing the good in them. He had a gut instinct that was almost always on point, and a moral compass that never strayed far from true. He also had the most initiative, always coming up with new ideas, though they'd never get far without his friends to sort out the details for him. His natural charisma drew the other boys like moths to a flame, his speeches inspiring enough to keep their bonds tight. He was the glue.

Dustin was best at working out those details, explaining the far-out concepts to the others. He was their brainstormer, the most clear-headed and logical, when he backed up Mike's hair-brained schemes with the facts it swayed the rest of the party. But he was also the mediator, the peace-keeper in the group.

Then there was Lucas, the most grounded, most likely to think in the box and work with the facts and reality he had in front of him, which in all fairness kept them, or got them, out of danger plenty of times. But he was a loyal friend, a powerful ally, and with him they overcame the odds. He would fight for them, no matter what, because he was their guardian.

So what was Will? Well, the damaged one. The one to protect. Now, probably the sneakiest. Lying, cheating, doing what he could to maintain his sense of normalcy. He once thought himself to be the wisest, but all the good that wisdom did when he was trapped in the upside down for that harrowing week, only to be rescued by his mother and the police chief. He wasn't wise then...

He honestly didn't know what he was, what he brought to the group. But maybe... maybe this unknown, whose thought cloud was a fluctuating mess of violent, swirling particles, could help him understand.

Will sat on the floor where a bed would have been, judging by the two thought clouds hovering next to him. Usually the mist moved to him, but this cloud seemed stagnant, unwilling to comply to his wishes. Sighing, he ignored the more peaceful looking cloud whose echoes sounded too familiar for him to want to enter (Max, thinking about who knows what, he wasn't too interested at that moment) and moved closer towards the other. He submerged himself fully in the violently swirling mist, opening his senses to the memories that drifted inside him.

First there was a white chapel, a woman standing outside it with a crying bundle of blankets and another child leaned against her shoulder. The woman was screaming at the door of the chapel with tears in her eyes...

Flashes of blood, shower water running, screaming uncontrollably, laughing, jeering...

Then there was a bare apartment with peeling wallpaper and cold floors. Two tiny girls with blondeish, reddish hair and pale skin in white church dresses plopped in the middle of the room while the sound of a woman's distant crying in another room could be heard. They were giggling together, Will recognised them as Max and Carrie before the scene faded to something more recent...

A prom, hundreds of well-lit faces all smiling towards him, more laughter, tears of happiness and a prince leading him through the crowd...

Maybe a year or two ago. The same apartment though a bit less barren, a mother on the verge of a breakdown while her oldest daughter screamed in her ear, the start of her tomboyish fashion sense already in place. The younger daughter (not by much, obviously) watching silently, intently...

His acceptance speech cut off by gasps from above. A shower of blood raining down upon him, the bucket hits his prince, killing him. Stunned silence. And then... more laughter.

And cut to the latest scene, where a most recent version of Carrie continues to watch the maniacal mother strike back at the yelling daughter...

Death. Death and Blood and Fire and Destruction. How he longed for this day...

The youngest daughter walked away from the scene, down the hallway and opened the backdoor of the house to the open yard. Will followed her, still gasping in shock at the sudden flashes that strayed far from the events he knew and understood were this girl's life, what the hell were they?

He was unsure of the outcome of this excursion, but staying inside a moment longer would be too much for him with the screams of the mother hitting her daughter still ringing in his ears. She stopped in the middle of the yard, about 15 feet away from him on ground overgrown with black weeds, dead and swampy looking. The greenish mist had returned, obscuring her in her old fashioned white nightgown with the full sleeves and lace trim even further.

"Why are you here?"

The ghostly echo of such a tiny voice shouldn't have been audible to him, yet he could still hear. Will made to move forward in reply, but he couldn't, his limbs were frozen in place as she asked again. "You've seen it all. Now. Why are you here?"

"Carrie. I'm Will, Max's friend. Wait! Please don't..." he pleaded, wheezing at the invisible hand that suddenly constricted around his windpipe. She turned to him as he rose a few feet in the air, then pulled him forward. He was right in front of her, his toes skimming the grass just enough that he wasn't hanging with a broken neck. He stared down at the cold face of fury before him, terrified.

"I... I needed... to see, if you... were... a threat."

There. The cold, honest truth laid bare before her at the hint of questioning (ignoring the general disdain) she held for this intruder in her personal territory. Carrie continued to screw her face up in anger, just barely relaxing it enough that she could see past the red in her eyes and focus on him. The boy was smaller than his friends, almost her height, and she knew she was small for being 11, almost 12 years old. "I hate you."

She released him, watched as he crumbled to the floor in a wheezing pile of tangled limbs over small torso, wet hair plastered to his forehead and cheeks and hugging himself, massaging his bruised neck. It took a while before he could face her again, but she patiently watched, maybe taking a little pleasure in this intruder's fatigue

"How can you... hate someone... you barely know?" he asked, forehead wrinkling in confusion as he took one last deep breath and propped himself up slowly by one knee, hiding the relief that somehow he'd managed to avoid being killed... for now.

He stood hunched over in front of her, matching her stare, with watery eyes, but where every other boy (and man) he knew would crumble. All the girls in his life were very good at staring, glaring, puppy-dog, maniacal glints. He'd seen these eyes, the death-threatening ones, before in El, though never before had they been directed at him, and met them head-on.

"If they enter my mind uninvited. I hate them." She replied, simpering at the unflinching gaze whose colour almost matched hers (almost as creepy, less bug-eyed and more shadowy). "Max would kill me if I killed you."

Will cracked a tiny smile, even at the dead-pan expression of the girl before him. "So I get to live then."

"I didn't say that."

Carrie threw him to the side with a flick of her wrist and turned to face him again as he moaned on the ground in pain. "Why?" he asked, a tear slipping as he inspected the bruise on his chin. "You entered my mind uninvited." Carrie replied through clenched teeth, as if it was obvious, "Fuck you!"

"I'm sorry." he replied, staying on the ground this time as she shook in anger. "If I ever catch you in my house again, I'll rip your head off..."

It was momentary, but he thought he saw something, just before she turned away. A flicker, unfamiliar features appearing on her face. Death and decay and all black eyes like shiny marbles, face opening up like flower petals. Shutting his eyes, he listened to the sloppy noise of her footsteps treading across muddy ground, before the creak of the door opening indicated her leaving.

"It was nice to meet you." he mentally slapped himself at the stupidity of said comment, while his hand shot up of its own accord in farewell and his eyes opened and saw the back of her head, bright blonde, and the trail of her long, white gown.

She pointedly ignored it.

"I hope those memories drive you crazy. Now fuck off..." Will frowned as the door shut behind her and the house immediately sunk into the earth, swallowed by the decaying filth beneath his shoes until there was only another patch of swamp in site.

He'd come for answers and only managed to find more questions, and more trauma, not that he wasn't familiar with the latter. These secrets the girl had given him were like the back-tale to an epic side-quest she was central to. What were those intermittent flashes from? Surely not from her...

Shaking his head, Will decided that tonight he'd had about enough of exploring the upside down. If he didn't get any real sleep he'd be exhausted for school tomorrow.

...

Wide eyes blinked open, staring up into the early morning light as she took in her surroundings. She was in Max's room, under her covers while the body of her sister had sunk to the freezing floor (luckily she slept in hooded jerseys and sweats).

Her thoughts immediately turned to the dream she'd had last night. The boy, Will, had been there. The details were a little hazy, but she remembered feeling immense anger at him for some reason. She wasn't clear on what else happened though...

Carrie tiptoed into the kitchen, looking around. There was no breakfast started of plain unsweetened watery oats, no sign of her mother passed out there, or in the living room. She shrugged and started breakfast herself, happy to have some more alone-time to think about exactly what that strange dream could mean.

Max entered and sat down, smacking her hands in glee when she saw the real butter being bought out for toast and actual milk in their oatmeal. Carrie left her to check the bedroom, noting finally that her mother was passed out on the floor of her own bedroom. In her hand was an empty bottle of something strong smelling, maybe gin.

"Mommy..." she thought with a shaking head as she discarded the bottle and left her there. Breakfast done, she left the dishes in the sink and followed Max around the house, watching her look for clean clothes to layer on and a stray cap to toss over her messy bedhead of red curls. "Mom drank last night. A whole bottle..." Carrie stated, on their way to the front door.

"She'll be out for the whole day." Max grinned gleefully. "I can take you outside!"

The younger girl shook her head, nervously eyeing the outside lawn before them that might swallow her up like it did in her dreams. Going outside so far the other day had been a last ditch effort to find her sister. This was a different idea she proposed, one far more dangerous. "No Max, I don't..."

"Yes you do!" Max insisted, grabbing her wrist and pulling her forward to stand at the front step. "You'll see, it'll be great. You can meet my friends, and especially El and Will. We can get ice-cream, you remember that?"

Ice-cream. She liked ice-cream, though the times Max managed to sneak it to her she could count on her fingers. But would it be a good idea to see Will? What if she got angry and her gift came out? "Max, I'm still not..."

"Pleeeeaassseee Care! Do it for me, pretty please. I'll read to you, two books, no three! Tonight, anything you like! I'll do your chores for you even..."

"I... I guess, okay." She couldn't resist the promise of stories that she still couldn't read, because her mother didn't think she needed to learn from anything other than the bible. And her sister's adorable pleading expression always wore her down.

"Great! 3:30 we'll be back and you won't regret it sis." A bike pulled up by the junkyard across the road, familiar in the last two weeks to the girls and Max hugged her and left with her backpack slung over one shoulder. "See you soon!"

"Bye!" she called back, weakly. Max grabbed the back of the bike with the dark-skinned boy riding it and they took off down the road, away from her line of sight. Outside wasn't a safe place, not that inside was either. Still, she thought she could brave it for Max.

...

All throughout the day at school they noticed something wasn't right with the quietest of their party. The shadows under his eyes were more prominent, he dug his nose deeper in his sketch pad and couldn't finish his lunch. Said girl was the first to call him out on it, as expected.

"Hey Wise-man, something up?" she asked with a questoning tone in front of all of them in the AV club-room. They were eating lunch here today, avoiding the mainstream crowds until the buzz of yesterday's events

died down.

He shook his head with a sigh of resignation. "Just... tired."

"Thinking of slimers?" she teased, shoving his shoulder and wiping the crumbs of his leftovers from her mouth. He hummed in reply, finally putting his book down and looking up at them. "Are you sure you're okay Will?" Mike asked in a much more careful tone, leaning forward to inspect his carefully constructed expression of tired boredom. "Yeah, like I said. Just... nightmares, normal ones."

"Okay." "Whatever you say buddy." "Speaking of, wasn't that like the best movie ever?"

Another conversation was immediately launched and Will rolled his eyes, catching the gaze of Max who was eyeing him thoughtfully. "What?"

"Nothing." she replied quickly. "Well, actually... after school I'm going home to pick up my sister Carrie. We're getting ice-cream, and I'm asking El to come. Maybe you could join us?"

"Hey, what about us?" Lucas asked indignantly, overhearing the quieter conversation. "What about you?" she retorted, scoffing. "We wanna go too, ice-cream's not exclusive!" Mike argued, "I love ice-cream, jeez you invite her to your birthday and get nothing in return..." Dustin shook his head as Max glared at them all. "Ughh, fine! It's just that Carrie isn't good around loud people, or crowds. And you three..." she indicated Lucas, Dustin and Mike, "qualify as loud."

"We can be quiet!" Mike exclaimed, then realising a little too late he cleared his throat and lowered his decibel level. "I mean..."

"Yeah yeah, just... try to cool your jets, Wheeler." Max rolled her eyes again, "you guys like travelling as a pack don't you?"

"Yeah, for safety. Too many assholes trying to pick on us outside of this room..." Lucas replied seriously, snarling slightly as he stared at the walls like he could see through them and out to said threats. The unspoken thoughts of monsters filled their minds, save for Max. "I suppose, I was a lone wolf in Chicago... never did me any harm."

"Chicago's lone wolf pup, never mess with her... awoooo!"

"Oh shut up!" Max smacked a laughing Lucas on the arm and immediately got a shove back. "You wanna go Sinclair?"

"Bring it White!" The fact that they were 13 years old pushed aside, a schoolyard-type brawl emerged with long-limbed arms flailing to get around heads and legs kicked out to trip eachother up. Dustin stood in front of the delicate equipment to shield it while Mike and Will tried to tear them apart.

...

After school, they all made their way together to the White house (ironic, considering how grey it was) where the little girl that almost looked a ghost was waiting on the kerb, eyes shifting nervously in all directions before she spotted them.

"Is she still asleep?" Max asked, and upon the girl's nod cheered. "Good. Hey strong-man, let me ride your bike there and back and I'll relinquish all duties of you pulling me to school."

"What? I'm not walking!" Lucas replied indignantly making Carrie flinch at the yelling. Dustin punched him on the arm, "Just stand on her board and hold my bike to let her ride with her sister dude."

"Oh! Oh." Lucas spotted the scared looking Carrie (who really, he should've been more scared of) and nodded in consent. "Okay, take it. And no more pulling you to school."

"Unless you want..." Max teased, taking off with Carrie wrapped around her on Lucas's bike while said boy stood on her board on the back of Dustin's. The next stop was the Byers home, a good fifteen minute ride away.

"We need you to do that again 011."

She tried again, focusing all her energy on the lights in front of her, letting herself slip between photons and atoms and push, shove them away from eachother. Words were flying between the scientist, strange words like quarks and electro-magnetic and hadron collision, words she'd only read about in passing in her science textbook but never understood. She was only ever doing great work said Papa, it'd never mattered before.

"Whatever you're doing now, hold that there!" the scientist yelled through the speaker phone, while all around him other men seemed to be staring even more intently at her from the looking glass. She tried her best to hold it, but the power was growing in those tiny lights and she felt it was ready to burst at any moment now.

"Almost... almost... there! Let it go!" Eleven fell from her position in front of the concentrated beam of energy projected from a massive overhanging machine. She felt her hold release on the particles within said laser, which promptly shut off before it imploded and destroyed everything within a 10 kilometre radius.

From behind the glass she could hear clapping and cheering. Eleven turned her head, catching site of the scientists hugging and congratulating eachother. Her thick plastic suit was slick with perspiration on the inside and her protective headgear with the clear plastic front was foggy from heated breath. Blood leaked from both nostrils but she paid no mind to it as the metal door opened like a large jaw and in hurried Hopper, also fully suited.

"Eleven!" He grabbed her under the knees and arms and pulled her slight weight upwards. "Let's get you out of here, you've done enough today."

Eleven nodded, grabbing his neck as she let him carry her all the way to the changing room and helped her sit down and peel off the layers of the suit. He closed his eyes and handed her the dress and jacket she'd had to take off. "Those bastards, they didn't need to push you to do it twice."

"It's okay." El reassured him, now comfortably dressed with her socks and shoes tugged on. She tried to stand again, but it was like walking on a tightrope. She eventually settled for using Hopper's arm as a strong crutch. "It's not okay El! This is only the third visit you've made, not to mention yesterday they had you using your powers as well. They need to understand your limits."

'She's just a kid...' he thought, shaking his head in worry as they slowly walked to the control room, stopping on the way so he could use his handkerchief to wipe her still profusely bleeding nose. "That took a lot out of you."

"It wasn't... bad." She released a shuddering breath, eyes shutting tight as she clung to his wrist. He carried her again, to the lab room where most of the scientists who'd been observing now were. Among them sat one in a wheelchair, half his face covered by a smooth metal mask and hands covered in surgical gloves.

"We're done Brenner. You've used up her power."

"We successfully contained the energy of an atomic collision within a single cell disc Hopper." Dr Brenner stated, turning to the grinning men with as much shared glee as he could muster. "We've done the work of gods."

"No." Hopper turned towards the trembling girl who stood behind him, clutching the side of his shirt. "She did."

"She did indeed." Brenner grinned at the scared girl. "Come on now Eleven, don't be afraid." The scarred wrist appeared as he extended his arm out to her. She refused, sinking deeper into Hopper's side as traumatic memories he was central to played out in her head one by one. Every part of her was twitching...

"Don't do this on me now El, come on..." Hopper grabbed her face and urged her to snap out of it, watched the dainty lashes fluttering as pupils moved rapidly beneath her closed lids.

Finally, her eyes opened again, focused on him. Hopper sighed in relief and marched them out of the room, away from the leering Brenner and other scientists, clutching her shoulders. "Take us back now." he ordered the assembled guards, who brought their blindfolds over and nodded in compliance.

...

They sat in the police truck outside of the tiny ice-cream parlour, the only one in Hawkins. Cigarette smoke wafted through the air before drifting out of the open window, the hand that was holding said cigarette shaking slightly. Hopper kept his gaze mostly out the windshield, occasionally glancing in the mirror to catch her reflection. "You enjoying that, huh?"

It wasn't strawberry, the sweet pink that stuck to the top of her mouth and made her feel sick as thoughts of Benny the chef came to mind. Vanilla, plain and cold and smooth from the short work her tongue had made in turning it into a perfect globe over a wilting wafer cone. "It's good."

She wasn't tired anymore, her wan complexion slightly returned to normal and the twitching ceased after they left the unmarked vehicle belonging to the feds and got into theirs. "You feeling okay now?"

El made to nod, but instead turned her head at the distant voices calling her name. Her friends were coming. Among them was Carrie, clutching the back of Max's jacket in a vice-grip while they rode Lucas's bike, with said boy stood atop a skateboard, Max's skateboard, behind Dustin's bike. Mike was the first to reach the truck, pulling up beside them and sticking his head in worriedly. "El! You weren't at home and Ms Byers said you went to... to the lab, again."

"I'm fine Mike." El confirmed, carefully opening the door still clutching her ice-cream. The shakiness was gone from her limbs. Smiling, she pointed to the parlour and indicated they should all go in. "Get her home Wheeler!" Hopper called out behind the boy, running the engine and backing away, "I've got business to attend to."

"Y-yeah, will do Chief!" Mike watched the truck leave with half a smile, before turning back towards the girl who'd finished her cone and was in the midst of her very first brain-freeze. "Uh oh..."

Carrie had felt the glare on her the whole time she was with Max's friends, shuddering. They were sitting on a bench eating ice-cream, and even though the cold confection was refreshing in the heat of that summer afternoon she let it melt slowly over her hand, strawberry cream dripping down her fingers as she stared at it, too afraid to look across the bench and spot the pair of eyes that she just knew belonged to him and were on her.

Will. He was small, like her, and quiet, like her. His ice-cream was gone and now he was bored, eyes boring into the crown of her head as she kept her head bowed. "Care?"

She turned to Max, who was too busy laughing with the boys and El to notice her until that moment. "Yes?"

"You okay? Your ice-cream's melting." Max took the cone from her and licked up the melting sides while she snapped out of her scared daze and wiped her hands on her jacket. "I don't want it, I don't like strawberry."

"More for me then." Max grinned at her, keeping the cone greedily as Carrie shrugged and finally braved a glance at the boy who sat across from him. He was talking animatedly, like he hadn't just been glaring at her the whole time before that. The collar of his turtle neck shirt shifted downwards and she thought she spotted a purple mark, like a bruise, on his pale neck. Strange, that and the nonchalant attitude was confusing to her, but she supposed there wasn't much more to it than that...

...

Author's notes:

In light of some powerful things Will's actor Noah Schnapp said about his character on IG, I'm really on the fence about shipping Will. Even though this is fanfiction, I believe even stories made up by random internet people have the power to influence... unpaid authors lives matter too right? So I might leave any indication of whether Will likes boys or girls (both? neither?) totally up in the air... you'll see how. As usual, previous chapters may be edited to reflect this. I also changed Max's hair colour in light of the recent updates ;)

Character Development Character Development Character Development...

Do you ever let the story just... write itself? The thought train for Will's internal monologue, I'm not sure where that came from honestly.

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