Before Karmen or Eleven could say anything else, Billy was rushing towards them and pulling Karmen into a hug, his hands wrapping around her waist and holding on for dear life. Karmen beamed as she pulled him closer to her, relief flooding through her veins. Eleven smiled as she watched the reunion between the friends, glad that she was able to bring them together, even if it was for one last time.

"How are you here?" Billy questioned, reluctantly pulling away.

"It's a long story. What's important is that we need to get you back in control of your body, force the Mindflayer out" Karmen explained.

"Any ideas on how to do that?" Billy inquired.

"…We're kind of making it up as we go" Karmen shrugged, as Billy shook his head fondly.

"I never realised just how much of a bastard your father was" Karmen mumbled, as Billy looked away from her.

"Yeah, he's pretty much 90% crap. Same as me" Billy huffed.

"Just because your dad is a bad man, doesn't me you have to be too" Eleven pointed out, thinking about Dr Brenner and how differently she could have turned out.

"Your dad will never be half the man you are, Billy" Karmen told him, as Billy gave her a small smile.

"There must be a reason why the Mindflayer has been destroying your memories" A voice boomed around them, that Billy quickly recognised.

"Was that Harrington?" Billy frowned, watching Karmen nod.

"Yeah. We can hear what he says, but he can't hear you" Karmen explained, as Billy took a moment to think over what she had said.

"So, I can flirt with you as much as I want?" Billy grinned, as Karmen rolled his eyes.

"I might be trying to save you right now, but I will hit you, Hargrove" Karmen scoffed, as Billy chuckled.

"It's too much…" Eleven trailed off, not listening to the bickering teenagers.

"He started it-" Karmen began, but Eleven cut her off.

"Not that. The Mindflayer. There's not enough space in your minds. That's why the Mindflayer is destroying both your memories. It's forcing it's way in" Eleven explained, as Karmen's eyes widened.

"Which means that we can force it back out!" Karmen exclaimed, with a hopeful expression.

"But how do we-" Billy was cut off as a loud growling sound echoed around them.

"Shit, I think it's found us" Karmen gulped, as she could feel the Mindflayer's presence surrounding them.

"Get out of there!" They heard Mike's voice warn them.

"You need to know what it's planning. It's going to trap you" Billy announced, raising his hand out to grab Karmen's wrist.

"It doesn't know where we are. We're safe" Karmen informed him, making Billy sigh.

"I'm the trap, Karmen. It's waiting for my dad and Max's mom to get home and then…it thinks you'll come to save them…to save me…but it'll be too late. It…I'll have killed them before you even get here" Billy trailed off, with a guilty expression.

"No. We can stop you. We'll find a way" Karmen insisted.

"I don't know if I'll be able to fight it this time. I don't think there's enough of me left" Billy admitted.

"Does it know we're in here?" Karmen questioned, as Billy mulled over her comment for a moment.

"I don't think so, but it won't be long until it finds us. I can feel it getting nearer" Billy grimaced, as the ground began to shake from underneath them.

"Then we can slow it down. El, you need to stick to the plan. Try to force this bastard out of his mind" Karmen exclaimed, making the younger girl frown.

"What about you?" Eleven asked.

"I'm gonna' try to redeem myself" Karmen announced, as Billy realised, she was planning to walk straight into the Mindflayer's trap.

"If you go there it'll kill you, Karmen…or worse! What if it takes you over again?" Billy suggested, as Karmen gave him a sad smile.

"I'm not going to let it kill anyone else. I'm gonna' end this" Karmen told him.

"…Don't you dare die" Billy warned her, making Karmen laugh.

"I'll do my best" Karmen replied, giving him a reassuring smile.

"What…what if I can't get back without you?" Eleven panicked, fear clear in her eyes.

"You don't need me, El. You never have. You're the strong one" Karmen insisted, as she pressed a quick kiss to the top of the younger girl's head.

"I'll see you guys on the other side" Karmen announced, as Billy nodded with a sniff, trying to keep his emotions in check.

Reluctantly, Eleven placed her hand against Karmen's forehead, as her eyes fluttered shut. Billy's memories flashed before Karmen's closed eyes, as she felt the air shift around her. It felt like she was falling for hours, as something gripped onto her arm. With a gasp, Karmen felt herself slam onto the floor, a blindfold around her eyes. She ripped it off instantly, her eyes scanning the room around her to find she was still in Hopper's cabin. His empty cabin.

"Steve? Steve?!" Karmen cried out, pushing herself to her feet.

She tried to control her panicked breathing, as a sick feeling settled in her stomach. Something was very wrong. She looked down to her arm to see a hand-shaped bruise plastered against her pale skin. Surely it was only her mind that had left the room, how could she have been physically injured?

"El?" She called out, her voice now little more than a whisper, scared to draw attention to herself.

"She can't hear you" A familiar voice boomed, making Karmen jumped.

She whipped her head around to see Billy sauntering through the doorway, a cigarette in his hand. His face was completely emotionless, as Karmen expected there was barely a speck of the boy she knew in the body in front of her. It was Billy's body, but not his mind, she realised. Only the Mindflayer.

"This isn't real. I'm…I'm still in Billy's head" She theorised, as the man in front of her took another step forward.

"You really should have stayed away, Karmen" Billy told her, as Karmen backed up a few steps, feeling her back hit a nearby table.

"Leave Billy alone. This has nothing to do with him" Karmen insisted, as the Mindflayer chuckled, taking a drag of the cigarette.

"I'd be more worried about yourself if I were you" The Mindflayer smirked, as Karmen heard a clicking sound from behind her.

She turned to see a handcuff had appeared out of nowhere and was now strapped around her wrist and the table. She pulled against the metal binding, but it wouldn't budge.

"You can't escape me. I'm a part of you now" The Mindflayer hissed, suddenly standing directly in front of her.

"Then watch me carve you out" Karmen spat back, as the Mindflayer's face twisted into anger.

He raised his hand out and placed his cigarette against her collarbone as she flinched backwards from the pain of the burn.

"You think you can beat me? You are nothing. You are less than nothing" The Mindflayer hissed, their faces only inches apart.

"If I'm so powerless and insignificant…how come I can do this?" Karmen questioned, raising her own hand.

Unbeknownst to the Mindflayer, an orb of blue electricity had been growing on her palm for the last minute. Karmen pushed her hand forward, directly hitting the Mindflayer in the chest, as it screeched in pain. She quickly turned to the handcuffs keeping her in place and used a small spark of her power to break the metal in half. The Mindflayer practically growled in anger as it straightened back up, a smoking hole in place where Karmen had hit him. Before Karmen could react the Mindflayer had lunged forward and wrapped its hands around her neck, squeezing tightly as she tried to push him away.

"Let me in" The Mindflayer insisted, his fingernails almost piercing through the skin of Karmen's neck.

"No…" She choked out, hitting out against the stronger opponent.

She gasped when she saw the black veins pulsing deeper through her arms, all the way down to her fingertips. She could feel them burning up all the way up to her neck, as pain burst through her body. It was almost too painful to bear.

"Let me in!" The Mindflayer shouted, pushing her to her knees with a rough shove.

Karmen could barely breathe at this point, let alone talk. Her hands scraped against the Mindflayer's wrists, as she continued to fight against him, even as her vision began to blur. Could she die in Billy's mind?

"Karmen! Karmen, wake up!" Another voice screamed around them, as the Mindflayer looked around in shock.

Karmen's eyes shot open, recognising the voice instantly as Steve's. She put all her concentration into following his voice, allowing him to bring her home. The Mindflayer growled as it saw Karmen begin to disappear from the room.

"NO!" The Mindflayer yelled, as it lost his grip on the girl.

Karmen gasped as she fell to the floor, feeling someone wrap their arms around her, clutching her close to their chest. She looked up to see Steve's sad brown eyes looking down at her.

"You brought me back" She smiled, as a tear dripped down his cheek onto her face.

"Always will" Steve replied, taking hold of one of her hands and pressing a soft kiss against her skin.

"Thank you" Karmen beamed, as she leaned forward to kiss him lightly, feeling warmth flood through her.

With Steve Harrington at her side, she felt like she could take on the whole world. Maybe they really did have a chance at stopping the Mindflayer.


"We need to go" Karmen announced, as she pushed herself onto her knees.

"Go where? Why hasn't El come out with you?" Mike panicked, as Steve placed Karmen's arm over his shoulder and helped to stand her up.

"She's still working on saving Billy. But he's not the only one who needs saving" Karmen informed him, as she turned to look at Max.

"What happened?" Max queried, not liking the pitying look Karmen was giving her.

"It's your mum. The Mindflayer…it's gonna' kill her. And Billy's dad. El's going to try to slow it down" Karmen explained, as Max looked like her whole world had come crashing down.

"Okay, I'll bring the car around" Steve nodded, as he rushed out of the doorway, not needing to be told twice.

"Billy knows your coming. It's a trap" Nancy pointed out, as Karmen ran a hand through her hair.

"What choice do we have? Just let them die?" Karmen exclaimed, as Nancy shared a conflicted look with Jonathan, obviously considering it.

"This is my mom we're talking about! I'm coming" Max insisted, as Karmen shook her head.

"It's too dangerous. You're just a kid, Max" Karmen told her.

"We haven't been kids since the Mindflayer came to Hawkins…I'm coming too" Will informed them, as he went to stand beside Max.

"What?! Will, you can't! If anything happened to you…" Jonathan trailed off, reaching out for his younger brother.

"I'm not running from the Mindflayer anymore. I want to fight" Will insisted, taking a step back.

"…If we're doing this, you do what I tell you, when I tell you. I can't be worrying about keeping you safe while I'm fighting the Mindflayer" Karmen explained, as the two kids nodded.

"Karmen, this isn't happening! I've already lost him once; I can't lose him again!" Jonathan exclaimed.

"I'll protect them with my life. You know I will" Karmen replied, as Will and Max came to stand beside her.

"I used to believe that…" Jonathan trailed off, as Karmen couldn't stop the hurt that flashed across her features.

"I'm leaving my sister in your care. Because I trust you. So please…please trust me" Karmen insisted, as Jonathan reluctantly nodded.

"Wait! How are you going to fight the Mindflayer? You don't even have any weapons!" Mike pointed out, as the three went to walk away.

"…I am the weapon, Mike" Karmen told him, a sad expression on her face.


Billy sat cross-legged on the floor as he watched Eleven's face scrunched up in concentration, blood running down from her nose. Blackness had begun engulfing them more and more. The Mindflayer was getting closer, he could feel the creature practically breathing down his neck. Whatever Eleven was doing clearly wasn't enough.

"You should leave" Billy announced, as Eleven's eyes fluttered open.

"What?" She frowned, wiping at her bloody nose with the back of her hand.

"You don't want to be here when the Mindflayer finds me" Billy stated.

"Karmen told me to save you. I'll save you" Eleven insisted, making Billy laugh lightly.

"You really are like her sister, huh?" Billy suggested, amusement clear on his face.

"She was my first friend" Eleven told him, kneeling on the floor beside him.

"Mine too" Billy mumbled.

Eleven opened her mouth to reply but was cut off when Billy suddenly lunged forward, clutching his chest. Eleven watched in horror as the black veins that littered his body pulsed underneath his skin. She needed to find a way to push the Mindflayer out before it was too late.

"You need a memory. Something that makes you happy" Eleven explained, as she heard Billy scoff.

"Happy memories are in short supply for me" Billy muttered, grimacing in pain.

"One memory. Something to hold onto. An anchor" Eleven went on.

"A memory with who? A mother who left me. A father who beats me. Or a girl who's in love with…with another guy" Billy panted, as he doubled over in pain.

"Stop. Stop thinking of the bad. Think of the good. One moment where you were really happy" Eleven insisted, seeing that she was getting nowhere.

Billy scrunched his eyes shut, as a bright light suddenly engulfed them, and their surroundings changed. They were outside a house that Eleven didn't recognise, as a boy on a skateboard whizzed past them.

"Is that you?" Eleven queried, as Billy nodded slowly.

He couldn't have been older than thirteen and was much shorter than Eleven would have expected. He skated effortlessly around them, obviously having a natural gift. Eleven's head snapped up as the front door to the nearby house swung open, revealing a small ginger girl.

"Max?" Eleven gaped.

The young girl stormed down the gravel front yard, her arms crossed, looking like she was mad at the entire world. Thirteen-year-old Billy, skid to a halt in front of her as he saw angry tears in her eyes.

"What are you crying about?" Billy scoffed.

"Neil burnt my clothes" Max mumbled, making Billy frown at the odd action.

"Why?" He questioned, picking up his skateboard.

"He said I needed to wear more girly clothes, otherwise people would think I…was weird" Max shrugged, as Billy guessed that his father had used some other choice words.

"He's an asshole" Billy stated, as Max looked up to him in shock.

"And you need to grow up. Your mom will get you other clothes. No big deal" Billy told her, as he went to walk away.

"He shoved me. I thought…it looked like he was going to…" Max stuttered, as Billy turned back around, a look on his face that Max couldn't decipher.

"…You want a try?" Billy asked, holding out his skateboard, as Max's jaw nearly hit the floor.

"You said if I ever touched your board, you'd decapitate my dolls" Max pointed out, as Billy rolled his eyes.

"You want a go or not?" Billy snapped, as Max grinned.

The scene in front of them went fuzzy for a moment, as Eleven expected some time had passed as the sun seemed to go down. Eleven cringed as she watched her friend fall over again and again, but she still wouldn't give up. When Max was finally able to make it down the long street without falling over, even Billy was clapping his hands with a grin. Max beamed as she cheered loudly, not caring who heard her.

"Did you see that?!" Max exclaimed, running over to Billy with his board.

"Not bad for a beginner" Billy shrugged.

"Max! Neil wants to speak to you, come inside!" Max's mother called from their house, a conflicted expression on her face.

Billy watched the ginger girl gulp, as she raised her arms out to pass the skateboard back to Billy. He let out a loud sigh and pushed it back towards her.

"…Have it" Billy announced, as Max's eyes widened.

"You're giving me your board?" Max gaped, clearly surprised.

"Skateboarding's for kids. I'm better at surfing anyways" Billy shrugged dismissively, as Max smiled from ear to ear.

"Thank you, thank you!" Max exclaimed, raising her arms out, about to hug the older boy.

"Woah, woah. Don't even think about it" Billy retorted, backing up a step.

Max was still smiling as she walked back to the house, clutching the skateboard tightly to her chest.

"Your happiest memory is with Max?" Eleven questioned, surprise etched over her features.

"…She's not the worst step-sister in the world" Billy shrugged, his eyes still on Max's retreating form.


No one had been expecting what they found as they arrived back in town. The streets were littered with abandoned cars, fires in the street and pools of blood. They could still hear noise coming from the fairground and guessed the flayed hadn't reached the Fourth of July festival. Everyone else hadn't been so lucky. It seemed that people had been dragged from their homes, some infected and some simply killed. Karmen kept the kids close by as they walked past a dead body, his face contorted in pain as blood continued to seep from wounds all over his body. The man hadn't been killed long ago.

"Where do you think they are?" Steve inquired, keeping his eyes peeled for any of the Flayed.

"Setting the trap up for us I expect" Karmen mumbled, as they turned onto Billy's street.

"Woah, woah, back up" Steve cried, holding his arms out in front of the group to bring them to a halt.

Karmen looked down the long road and could make out a large group gathering outside Billy's house. She recognised Billy's neighbour dragging a screaming woman out of a van and throwing her to the floor. More and more people piled out from the back of the van, as Karmen realised what was happening.

"Why haven't they killed them? Or flayed them?" Steve questioned.

"Human shields. They know we're coming, probably think El is with us. They'll put those people on the front line" Karmen explained, biting her lip.

"Then what do we do? How are we going to save my mum?" Max insisted.

Karmen looked around their surroundings, trying to figure out a plan when she spotted a police car nearby. She guessed the authorities had been called by some helpless onlooker but from the blood nearby the car, she knew they hadn't got far. Karmen could see there was a duffel bag in the back seat, as a plan slowly started to form in her head.

"Do you trust me?" Karmen asked, looking down at her.

"Why do I have a feeling I'm not going to like this?" Steve frowned, as Karmen gave him a small grin.


"C'mon, Dad. Wakey, wakey" A voice slowly woke Neil up, as his eyes fluttered open.

His eyes widened in horror as he realised his hands were bound in front of him, as he looked to his left to see his wife in a similar position. He could feel something dripping down his forehead and realised it was his own blood. He jumped as Billy crouched down in front of him and removed the gag over his mouth.

"What the hell is going on?" Neil growled, as Billy slapped him roughly in the face.

"Talk when your spoken to…isn't that what you always said, dad?" Billy smirked, as Neil looked up at him in shock.

He looked around him to see numerous people, neighbours and friends standing beside Billy, blood all over their clothes and necks. They looked like something out of a horror movie. Susan whimpered from beside him, as he turned to her and realised there were at least half a dozen people also tied up in the room, some he recognised, some he didn't. He frowned when he saw one woman had a bag over her head but was distracted when Billy grabbed his chin and turned him roughly back towards him.

"There it is…there's that fear in your eyes that I've been waiting for. The moment you realise that I can do whatever I want to…and there is nothing you can do to stop me" Billy grinned.

"Why are you doing this?" Neil questioned, his voice shaky.

"This? Well all of this serves for a bigger purpose, but you…no, I wanted you for another reason. I really couldn't have done all of this without Billy, I thought he deserved a little payback" Billy explained, only confusing his father further.

"You've lost your mind" Neil hissed, as Billy bent done and sent his fist flying against Neil's stomach, who doubled over in pain.

"I could have chosen anyone as my host, you know. Yes, Billy had the right connections, I was given the opportunity but there were others. I chose Billy because he was broken. You broke him. So really, this is all down to you. And here's your reward" Billy announced, as he pulled a revolver from the waistband of his jeans.

Neil felt tears well in his eyes as his son raised the gun towards his head, terror washing over him. He couldn't believe he was really going to die. He wasn't ready. He began to sob uncontrollably, as Billy simply rolled his eyes and took the trigger off the gun. Billy seemed to grit his teeth together, as his finger lay on the trigger, a conflicted expression on his face. Why couldn't he pull the trigger? Why was the boy fighting against him now, the Mindflayer thought to himself.

Neil jumped when Billy's head snapped up, watching as he whipped around, his arm still raised to fire the gun. The front door was thrown open as a familiar girl was pushed through by two of the townspeople. She didn't seem fazed at all by the gun aimed at her head.

"I hope you haven't started without me" Karmen smirked, a large duffel bag on her shoulder.

"Karmen…all on your own?" Billy questioned, as the girl shook her head, dropping the bag to the floor.

"I brought some gifts" Karmen informed him, as she stepped out of the doorway to show three bodies laying on the floor.

"Well…this is a surprise" Billy frowned, as he ushered for the two adults from behind Karmen to drag the bodies through.

Billy's eyes settled on Steve, Will and Max, all of whom had blood smeared over their bodies. He felt something deep inside of him break at the sight of the injured ginger girl. The Mindflayer needed to destroy the last part of its host if it was going to succeed. Maybe killing the young girl would do that?

"I figured you'd want to decide what to do with them. Kill of flay?" Karmen grinned, as she stepped over their bodies.

"You've come back to us" Billy beamed, as Karmen came to stand by his side.

"I let you back in while I was in Billy's head. I played along as though nothing had changed until we got here. They never saw me coming…the looks on their faces, priceless" Karmen giggled, menacingly.

"I still can't feel your mind…" Billy frowned, as he placed his hand against her face.

"That's what I'm here for. You can properly infect me this time. I won't fight you" Karmen explained, as Billy smirked, brushing some of her hair away from her neck.

He leaned closer towards her neck until she could feel his breath against her skin, stopping inches away. Flashes of the memory of what happened at the warehouse flashed through the Mindflayer's mind, as his eyes snapped back up to hers.

"Your really under my control?" Billy questioned, as Karmen nodded.

"Then prove it" Billy announced, pushing her away.

Karmen tilted her head in confusion as he walked over to group tied up the floor and stopped behind the woman with a hood over her head. Karmen's expression didn't change an inch as Billy ripped the hood off to reveal Mrs Henderson underneath. She raised an eyebrow at him, as he removed the gag from the shaking woman.

"W-what's going on? Why…why are you doing this?" Mrs Henderson sobbed, as Billy rolled his eyes and walked back towards Karmen, placing the gun in her hands.

"Shoot her" Billy announced, as Karmen instantly raised her arm towards the terrified woman.

"You really want me to prove whose side I'm on?" Karmen queried, as Billy nodded.

"Then watch this" Karmen smirked, as she turned in the opposite direction.

Billy's eyes widened as she pulled the trigger, shooting Steve Harrington in the chest, just above where his heart was. Another shot rang through the air, as Billy took a step back in shock, watching as Karmen emptied the rest of the mag into her boyfriend's chest.

"So…who should I kill next?" Karmen inquired, her eyes snapping up to Billy's shocked face.

"You always were my favourite" Billy grinned, gripping her by the collar of her shirt and crashing their lips together.

Karmen kissed him back with a newfound hunger, her hands sliding through his blond hair. Billy moved his hands to grip her waist as he brought her body flushed against his. His host's lust for the girl clouded his mind for a moment, as he allowed himself to be pushed into the background. His influence over the flayed was disrupted for a moment, as he lost the ability to see what they were seeing. He felt one of Karmen grin against his lips, as her hands slipped away from his neck. His eyes snapped open to see her catch something that had been thrown her way. Karmen took a step back as Billy watched in confusion as she pulled a gas mask over her face.

"What is that?" Billy frowned, dumbfounded.

"It's a gas mask," Karmen told him, her voice muffled by the mask.

"What is it for?" Billy insisted, becoming irritated.

"It's for the smoke" A familiar voice warned, as Billy whipped his head around.

Steve was sitting upright, a mask over his head, pulling his shirt up slightly to show the bulletproof vest he was wearing. Max and Will, wearing masks of their own, were wiping the blood off their arms, as Billy realised it wasn't their own. With a smug expression, Steve reached into the police duffel bag that Karmen had placed near his feet, as he flipped the caps of two-cylinder objects and threw them Billy's way.

"Game on" Karmen exclaimed, raising her arm out as an orb of blue electricity pulsed to life on her palm.

Just as the smoke grenades exploded at the Mindflayer's feet, Karmen sent the orb flying towards him. The Mindflayer let out an angry growl as it was thrown into the nearby brick wall, it's head slamming against the hard surface, as it retreated from it's injured host's mind. The flayed in the room let out a scream as they surged forward into the smoke with one order clear in their mind. Kill Karmen.


Author's Notes: I hope you all enjoyed this long chapter! Sorry if this one was a little clunky, I'm not that pleased with how the chapter turned out, but hopefully, you guys will still like it. Stay safe, and I hope this story will distract you from all the horrible stuff that is happening in the world right now:) Please leave a review.

NicoleR85: Aw, thank you! I think it helped not only Karmen to understand Billy more, but it showed Eleven that Billy was worth saving. I hope you like this update:)

Min234: Thank you for the review:) It's great to see Karmen back to caring about her friends, now all she has to do is kill the Mindflayer...

tazsgirl6969: Thanks for reviewing!

No One Important: Bless you, season 3 especially is pretty intense! Thank you so much:) I'm glad you've enjoyed the story and that you like Karmen, it's always a relief to hear, haha.

Sunstar Writer: Yay, that's just what I like to hear, haha. I hope you like this chapter too!

Arthas: Don't worry, Steve/Karmen are definitely endgame!

Guest: You really want to make me and lots of the readers cry, haha. All I can say is Karmen will protect El with her life, so let's hope she's not forced to do that!