Will was a bit crammed in the back of Mike's car. Lucas was up front while Dustin, Mike and him sat in the back together. He didn't really mind Mike's warm thighs pressed into his and they would purposely bump their shoes playfully. Mike's mom hummed to a pop song playing on the radio as she drove.

He closed his eyes while the cool breeze tousled his hair and the sunshine warmed his face. He was appreciated the dry weather because he didn't want to walk around with a sweaty shirt clinging to his skin. He was easily prone to sunburn so he decided on a long sleeve blue shirt. His face was a little greasy from the sunscreen he recently applied on his forehead, cheeks and nose. It was a little gross, but better than burned flaky skin he knew he would get otherwise.

Mike nudged his shoulder, "Hey, look Will," Mike said and pointed at the fair in the distance.

The smell of sweet salty kettle corn filled the air. He was surprised there was a Ferris wheel. A couple of smaller rides was there. One of them was bumper cars. That sounded pretty fun, they could go in pairs. Were they gonna hangout and do rides together with the group or just the two of them?

They drove into the dirt parking lot out front and parked the car, "What time should I pick you kids up at?" Karen asked.

Mike looked down at his watch, "Well, it's just after noon now. How about at four?"

"Alright, I'll meet you guys back around here then. You kids have fun now," she said. They got out of the car and they waived her goodbye as she drove off.

"Alright, let's go," Dustin said excitedly.

"We need to wait for Jane and Max get here," Mike said.

"I thought it was just us four," Lucas said and crossed his arms.

"Come on, they're a part of the group too. How would you feel if we didn't invite you guys to hangout with us?" Will asked.

"Yeah, but it's a little awkward since I dated Max. So, technically she's my ex now. Who the hell hangs out with their ex?"

"If it makes you feel better I kissed Jane once before at the middle school dance," Mike said.

"That hardly counts. You don't even like girls, right?" Lucas retorted.

Mike ran a hand through his shaggy hair, "Yeah, it was like kissing my sister."

"You kissed your sister? Did she slip in some tongue?" Dustin said smirking.

Will slapped the back of Dustin head, almost knocking off his hat in the process, "Ow! What's that for?"

"Eww no! That's fucking gross, dude. First off, she's my sister and second she's a girl," he put a hand over his mouth and started making mock vomit noises.

"Was it because she looked like a boy?" Lucas joked.

"Honestly, I wasn't sure I was gay until I kissed her and it felt all wrong," he said quietly.

A pang of jealously hit Will square in the chest. He sniffled and looked down, kicking at some small rocks on the ground. A hand slipped into his and looked up to see Mike, a small frown graced his lips. "I'm sorry, I brought that up," and squeezed his hand gently.

"You can make it up to me with some strawberry funnel cake," Will said.

"Whatever you want, my little prince," he ran his other hand through Will's hair and tucked some behind his ear. Will resisted the urge to go on his tippy toes to plant a small kiss on Mike's adorable smile.

"I think my teeth are gonna fall out," a female voice startled them and they let go of each other's hand. They looked over to see Max smiling at them. She was sporting a denim jacket, a black tank top and blue jeans.

"Oh, did Jane give you pigtails? I thought you hated them with a passion because of Becky from school," Will mentioned smugly.

"What are you talking about I never said that," she gritted her teeth and gave him a look to shut up.

"Hey, sorry for making you guys wait for us," Jane said walking up behind Max with her dad. Her hair was in a loose ponytail. She had on a plaid blue shirt over a white undershirt and jeans with stylish rips in them. Or he assumed they were intentional anyway.

The sheriff was obviously off duty and wearing a Hawaiian shirt with brown cargo shorts and his usual sunglasses. Jane turned and gave him a big hug that he gladly returned, "Thanks for the ride."

"You're welcome, sweetheart," he pulled out of the hug. "When do you need to get picked up?"

Will spoke up, "We're planning to stay until four, Mr. Hopper."

"Is that alright, Papa?"

"Sure, of course," he smiled and kissed her hairline. Mr. Hopper turned to Max and pulled his cop sunglasses down like he was asking for license and registration, "You take good care of my daughter, Max." her eyes looked terrified and she visibly gulped. He ruffled Jane's hair and laughed when she looked annoyed and smoothed her hair down. Mr. Hopper gave a small wave goodbye and turned to presumably walk back to his car.

"Shouldn't he be happy Jane's a lesbian? It's not like he has to worry about her getting knocked up," Dustin said.

Both Will and Max smacked Dustin's head at the same time with an audible smack. "Ow! I'm gonna get brain damage." Dustin took off his yellow hat and rubbed the back of his head.

"That only applies if you have one," Will said.

"That's so mean, Will. Tell your boyfriend to apologize, Mike."

"He's not being mean, he's being sassy," Max said with a hand on her hip and with her other hand, snapped her fingers in a 'Z' formation.

"Then say you're sorry for your sass," Dustin said.

Will flamboyantly moved his arm in an arc and landed on his hip and snapped his fingers in front of Dustin's face and said, "No."

They all laughed when Dustin's mouth hung open and he looked so confused and lost.

***

"Look over there! Those stuff bears are so adorable," Max grabbed Jane's hand and rushed over to a balloon game, where you try and pop them with some darts. The wall was covered with multicolored balloons from various sizes and the wall had a massive amount of holes. The side of the booth had stuff brown bears from small, medium and one humongous one. The huge stuffed bear had a cute red bow tie and was almost the size of him. The smallest balloons were like the size of his fist and he had pretty small hands.

"Wanna see how they do?" Mike asked.

"Looks fun," Will said while Dustin and Lucas just shrugged. The walked behind Max and Jane.

"It's 5$ for 3 darts," the guy in a red vest said.

Max pulled out some money from her pocket and handed a single bill to him. He bent down and pulled out a small red tin bucket with three darts in it. He sat it down on the counter in front of her.

"Just need to be past that white line on the ground there before you throw it or it doesn't count."

Max grabbed a dart and glanced down to get behind the white line painted on the ground. She positioned her stance and lined her sight down the dart in front of her. She threw it and just missed a yellow balloon, the dart stuck in the wall beside it.

"Close, but no cigar!" the worker announced.

"But I don't want a cigar, I want a teddy bear," Jane complained.

Max giggled and pinched her cheek, "Oh my god, you're so adorable."

Lucas grumbled and crossed his arms, looking away from them. Dustin put an arm around Lucas' shoulder, "Lucas not worry. Adorable you are. Hmmm?" he said in a Yoda voice. Dustin reached out and was about to pinch his cheek.

"Ugh! Get off me, Dustin," he shrugged Dustin off him.

"Oh, that's too bad. Better luck next time!"

"I'm sorry, Jane."

"It's ok. You're much softer than a bear anyway," she then gave Max a bear hug. "See? Much softer."

"Wow. You're such a nice big sister," the worker complimented.

"Oh, she's not my sister. She's my girlfriend." she explained happily and then looked worried.

"Well, that's still very sweet of you. Never let anyone tell you otherwise. My sister moved to California to live with her girlfriend." the guy looked around before he grabbed a small bear from the wall and handed it to Max.

"Are you sure?" she asked.

"Yep, on the house," he said quietly then, "Wow good shot! One small bear for the lady." Max smiled and thanked the worker. She handed it to Jane and she held it to her chest and hugged Max again.

Will watched they hugged, squeezed the teddy bear and laughing. It reminded him of the stuffed frog at home. The bullies at school called Mike a frog face and ever since then he secretly named his frog Mike. Would he be offended if he knew he called the frog Mike? Will chuckled at that thought.

Mike bumped his hip, "Hey, what's so funny?"

"Oh, nothing," he said smiling.

"Now I have to know now. Don't make me tickle you," he wiggled his long fingers toward Will.

"Fine, I'll tell you. Looking at the teddy bear reminded me of my stuffed frog."

"Wait. You still have it? I haven't seen it when I was there."

"Well, I'm kinda embarrassed that I have it so I only take it out of my drawer at night and sleep with it."

"I personally feel you shouldn't care what other's think. Remember I still keep all the drawings you made because they make me happy. It's not like you're hurting anyone."

"You're not running around giving people paper cuts, are you?" Will chuckled.

"Don't tell anyone, but I'm secretly the Paper Cut Bandit," Mike whispered.

"I named the frog after you."

Mike stepped back in mock shock, "Are you saying I look like a frog?"

"Frogs are pretty cute though."

"So, I'm not cute?" Mike whimpered.

"You are. You're my froggy boyfriend."

"Ribbit!" Mike then leaned down and licked the side of Will forehead.

"No! Don't eat me. I'm not a fly!" he wiped his head with the long sleeve shirt.

Dustin and Lucas looked around like they didn't know us. Max and Jane laughed behind their hands like little anime school girls. A groups of people turned to stare at them. "Run!" Will dragged Mike by the wrist and fled the scene.

They ran through the crowd of people and stopped to turn to each other laughing. They were hunched over gasping for air. "We really need to get more exercise," Will said.

"Should we head back to the others?" Mike asked.

"I'm sure they'll be fine without us."

"Wanna go on the bumper cars?" Mike pointed over to the gated area where there were several cars on the metal floor. The ride had just ended and everyone left the area.

"Hell yeah. I'm totally gonna kick your butt."

"I'd rather you do other stuff," Mike wiggled his butt at him.

"You better stop before I get a boner," he whispered.

"Oh, is that a stick shift in your pants or you just automatically happy to see me?"

"Oh god. Please stop the jokes."

"Why? Are you gonna pun-nish me?" Mike said, sucking his bottom lip. Will tried not to laugh but it came out as a snort.

"Let's go you dork."

They walked over to a blond girl worker leaning her back on the gate door. She straighten up when they went up to her. She stared at Mike and started playing with her hair.

"How much is it?" Mike asked.

"Five dollars," she said.

Mike pulled out his wallet and handed her some money, "Here's a 10$" Mike said with a smile.

She took it and handed right back with a big smile, "It's ok. Go ahead."

She opened the gate and let Mike through but closed it when Will was about to pass. "You just said it was ok." Will said confused.

She stepped in front of the gate and sneered, "To him, not you."

Will took in a deep breath to calm himself before he called out, "Hey Mikey, she's not letting me through."

He turned around and walked back, "He's with me."

"Why don't you and me hangout after I'm off in an hour?" she said.

"What? I'm with him," Mike said.

"You can leave him. I'm sure he'll be fine on his own."

"Look, we just want to ride the bumper cars. I'll pay for him if that's the issue."

"Wouldn't you wanna spend time with me?"

Mike opened the gate, "I don't know what's your problem," he muttered as he brushed past the blond and over to Will.

Will mentally face palmed, how the hell didn't he see she was clearly flirting with Mike. He began to chuckle and then laugh, "Are you seriously hitting on him?"

"What's it to you?" she snapped.

"Trust me, you're not his type," Will said. Mike seemed like he wanted to avoid any confrontation and put a hand on his shoulder to steer him out. Will was done putting up with people stepping on him and he wasn't going to let her get to him.

She ran a hand through her hair and shook her head like she was in some kind of shampoo commercial, "I'm pretty sure I am."

Will grabbed Mike's face between his hands and pulled him into a deep kiss. Mike didn't respond as first but then kissed him back and held him close. Will was the first to pull back from it and turned to look at the shocked blond with a smug smile.
"I'm pretty sure I am," Will said in a mocking tone and repeated the same motion with his hair. They laughed and walked out of the line that he didn't realize had formed. Some kids stared in confusion and a few had disgusted looks he chose to ignore.

"Guess that means we aren't riding the bumper cars," Mike said.

"Well, she did say her shift ends in an hour, so we could come back later. Anyway, did you see the look on her face? Oh man, that was priceless."

"I thought you didn't do PDA?" Mike laughed.

"I'm taking your advice about not caring what other's think."

Mike's stomach started to growl, making Will chuckle. "Let's get something to eat," he said with a hand on his stomach.

"There's a kettle corn stand over there. I could smell that on the way here," he slipped his hand in Mike's and they walked in line.

The bag of kettle corn was big enough for the both of them. They sat down nearby at a blue round table with an umbrella. Will opened the warm bag of fresh kettle corn. The sweet smell filled his nose as he inhaled deeply and sighed. His mouth began to water and he grabbed a handful to munch on. The salty sweetness melted on his tongue before he even chewed it.

"Mmmm it's so yummy," he moaned.

"Did you just say 'yummy'?" Mike asked.

"Yeah," he said with his mouth full.

Mike scrunched his nose, "Who the hell says 'yummy'?"

"I do," he threw a piece of kettle corn at Mike's head. It hit him straight in the forehead. Or is it gay in the forehead? Whatever.

Mike quickly grabbed a bunch of napkins from a plastic dispenser off the table and wiped at his forehead, "You're gonna make me breakout."

"Oh, if you get a pimple, could I pop it?"

"You want me to get pimples?"

"Well... not exactly, but if you do I wanna pop them. It's like the human version of bubble wrap."

"That makes me think of the Necronomicon from Evil Dead." Mike grabbed some kettle corn in one hand and tried to throw pieces into his own mouth.

"Let me try."

Mike stopped and asked, "Try what?"

"I wanna throw some in your mouth."

"You just love to put things in my mouth, huh?"

"It gets you to shut up," Will joked.

Mike looked down at his hand full of popcorn and threw it at Will. He dodged the incoming assault by shifting his body to the side just in time.

Will retaliated with a piece thrown back at his face, but Mike opened his mouth and caught it. It must of hit the back of his throat because he started coughing. He got up worried and leaned over the table to pat his back. Mike gulped audibly and started to breath deeply. "Oh shit, I'm sorry Mikey."

He coughed, "We fought literal monsters. I'm not gonna get taken out by a fucking piece of popcorn."

Will sniffled, "I didn't think. I didn't mean to hurt you."

Mike lifted his chin to look him in the eyes, "It's alright. I'm fine." Mike leaned over the table and kissed him softly. Will closed his eyes and melted into the kiss.

They heard a wannabe valley girl yell out, "Oh my god! Are those two guys kissing?! Who let those freaks in here?" They pulled away quickly and looked towards the voice. It was a brown haired chick with some skimpy ripped jean shorts and a pink tank top that looked to be a size or two smaller than she should wear. She had her hands on her hips and was staring at them and then around as if people were gonna join her.

Why the hell would them kissing be any of her problem?

There was a sizable crowd of people turned to see what all the commotion was all about. Suddenly, a couple of guys that looked to be jocks came up beside her. One was a blond guys with bangs and the other was a black guy with short cropped hair. Will was worried that they were going to back up the chick and make fun of them or worse. He turned to see Mike's face with a look a worry tinged in anger.

"What the hell is wrong with you?" the blond guy said. Will flinched because he assumed he was talking to them. He didn't notice before but somehow the dude seemed familiar. He wasn't talking to them, but to the girl instead.

"They were kissing and they're both guys," she explained.

He turned to look at Will and suddenly smiled, "Oh, hey it's that little dude," he patted the shoulder of the black guy. Will now remembered why they looked so familiar. He met them at the mall.

"What's up, dude?" the black guy waived to him.

"Oh my god. Why aren't you telling these faggots to get lost?" she asked.

"We aren't bothering anyone, so why don't you leave us alone?" Will asked through gritted teeth and clinched his shaking fists under the table.

"Leave them alone, Stacy. They aren't causing an issue. That would be you," the blond said and tried to pull her away from them.

She slipped out of his hold and hissed, "Don't tell you're allowing this, Brad. All fags should burn in hell!"

"You know what? Jamal was right. You're bat shit crazy." Brad walked away with his friend through the crowd around them.

She stomped away in anger, but then looked like she tripped over an invisible rope and fell face flat. Everyone around them erupted in laughter. Will's anger dissolved into fits of giggles. The people eating around them started throwing scraps of leftovers at her.

She feebly tried to shield herself from the barrage of fair food. Popcorn, hot dogs, churros, funnel cakes and even a half eaten candy apple flew threw the air like some kind of food airstrike. She just sat there crying while bits of food and various sauces dripped off her hair and clothes.

Will got up from the table, grabbed the bag of remaining kettle corn and dumped it on her head. They laughed as the kettle corn stuck to her sticky hair.

He could hear some people in the crowd comment how she got what she deserved. How they couldn't believe that some people were that ignorant. The groups of people started to split up and go their own separate ways.

They waved when they saw their friends, "Hey guys! Did you see that?" Will said excitedly.

"That was the best food fight I've ever seen!" Dustin said.

"Does that even count as a food fight if there was only one victim?" Lucas asked.

"I really wanted to finish that candy apple, but that was well worth it," Max laughed.

"And the kettle corn on her head at the end was like a fatality. Finish her!" Mike did some made up kungfu pose.

"Snacktality! Damn...why didn't I think of that at the time."

"No one treats my friends like that," Jane said smiling with some blood tricking down her nose and down her chin.

Max got some napkins from her pocket and wiped her nose, "Warn me next time when you use your powers, so you don't get blood on your clothes."

Will and Mike hugged Jane on each side. "Thanks Jane. You're awesome," they said in sync.

"I know."

***

Mike said in an announcer voice, "May the last man standing be the victor."

"Hey, what about us?" Max asked, gesturing to her and Jane.

"You know that man is short for human, right?" Will asked.

"You're short for a man," she stuck her tongue out.

"Oh, I forgot gingers don't have souls," Will shot back.

"Bring it on short stuff!" she yelled as the pop music came on and their bumper cars started up.

Mike and Will were sharing a two person car like Max and Jane were. They focused on ramming into Max and Jane's bumper car.

Dustin seemed like he was trying to pull off a donut, but just awkwardly going in circles.

Lucas was more focused bumping into girls' cars and smiling at them like it was an accident.

Max was laughing like a maniac to try and sneak around other cars to get behind them. Suddenly, Will and Mike's car stopped moving and Will looked around and saw the other cars were just fine. Will turned around to see Max cackling and Jane with a nose bleed. "Hey, no cheating!" Mike yelled.

"Girls rule! Boys drool!" Jane laughed out.

"All's fair in love and war, bitches!" Max drove right into them from the back. The guys' car lurched forward on impact and gave them whiplash.

"May the force be with you!" Dustin yelled and collided into the side of Max.

Will saluted him in thanks. Jane's power broke and they went around and bumped into Max and Jane. The music stopped and a lot of people groaned that it was over.

***

"Mmmmm oh yeah," Will moaned.

"You like it," Mike asked.

"Of course, I swear it feels like forever," Will wiped the white stuff off his chin.

"Give me some more," Will opened his mouth and Mike slowly put it his mouth. He savored the taste on his tongue before swallowing.

"I'm really glad you like the funnel cake."

"Mmm the strawberries are really ripe too. I think this is also real whip cream too." Will scooped some with a finger and offered it to Mike. He grabbed his hand and slowly sucked his finger off while starting into his eyes. Will shifted when he started to get hard. He hoped no one saw him sucking his finger like that.

"Stop that. Now's not the best place to pop a boner," he whispered.

"I'm just wanted some whipped cream. Get your head out the gutter, Byers."

***

Will thought it would be romantic to go on the Ferris wheel. He had no idea Mike was absolutely terrified of heights. The Ferris wheel rotated until they were almost at the top of the highest point. "Ow. You're really squeezing the hell out of my arm," Will winced.

"Oh, I didn't realize. Yeah, this is really romantic. Being this high up in a metal death contraption."

"We've been on roller coasters before, wouldn't that be scarier than this?"

"I'm good with roller coasters, because they usually have seat belts and harnesses to hold you in. This evil machine doesn't have that at all and it keeps swaying with only a breeze. What if there was a gust of wind and we flip over and fall to our deaths." Mike sat in the middle of the gondola refusing to be near the metal railings.

"Come on, Mikey. Get off the nasty floor. I don't know how often, if at all they even clean it. We don't need to stand up. Sit on the seat here beside me and I'll hold you if it makes you feel better."

"If I accidentally fall over, I don't want you to fall too."

"That's kinda sweet…and morbid."

"How about this. Only look at me and hold my hand." Will reached out to Mike and pulled him beside him. Mike stared into his eyes while holding his hand. "See? That isn't too bad."

"I'm sorry," Mike apologized.

"For what?"

"You seemed so excited to go on the Ferris wheel. I didn't want to ruin it by telling you I'm scared of heights."

"Actually it's very sweet," Will smiled.

"How so?"

"That you're willing to face your fears to see me happy."

"I love making you happy."

Will gave him a small kiss and squeezed his hand, "I want you to tell me when anything bothers you, Mikey."

"Alright, I will. When I ignore the fear in my stomach, the view is pretty nice up here." Mike yelped when the Ferris Wheel started moving again. They got off the ride, "I love you, but let's not do that again."

"I can't believe summer's almost over. I swear that it felt more like a couple of weeks than months." Will said.

"Yeah, so much has happened this summer, but it went by in a flash."

"I finally asked my childhood crush out and he said yes."

"Really? Is he cute?" Mike asked.

"I think so, but he kinda looks like a frog."

"No, he doesn't." Mike pouted his lips.

Will pulled him into a kiss and hugged him, "Thank you for the best summer of my life."

"You're the best part of my life."