Dread filled Krystal's body as she saw the newcomer take a step forward, his brown eyes full of fear. He was in more danger than even he could comprehend.

"Will" Joyce gasped, her eyes wide.

Joyce felt her heart stop for a moment as her eyes connected with her son's. She couldn't lose him to the Mindflayer. Not again. Joyce went to stand up, but the Mindflayer quickly turned the gun on her, a challenge behind his eyes.

"Let them go" Will exclaimed, taking a step forward, trying to appear confident, despite the way his voice was shaking.

"I'm the one who gives the orders, Will. Or have you already forgotten that?" The Mindflayer smirked, the expression looking out of place on Steve's face.

"Run, Will. Please, don't—" Joyce began, but was cut off as the Mindflayer whipped around and hit her in the face with the handle of the gun.

"Mom!" Will cried, rushing forward.

He came to an immediate halt when the Mindflayer held out a hand, wagging his finger, as Will felt a chill go down his back. The Mindflayer then turned to Krystal, his expression turning angry.

"You were supposed to flay him in the hospital" The Mindflayer pointed out, as a smirk played on Krystal's lips.

"I guess you're forgetting something…" Krystal trailed off, giving Will a knowing look.

"I've already been flayed. You've been in my head this whole time…you never left" Will explained.

"You shouldn't have come here, Will. You should have run like Mommy told you" The Mindflayer went on, gripping the gun tightly in his hand.

"I want to make a deal" Will announced.

"A deal?" The Mindflayer scoffed, tilting his head.

"You need a new host. You said…you said I was your favourite" Will spat out, looking sick to his stomach.

"No! Will, you can't!" Joyce exclaimed; her tone full of panic.

"Well, this is an interesting development…what would you want in return?" The Mindflayer questioned.

"Let them go. All of them" Will replied.

"…I'll give them a head start. Or should I say…we will" The Mindflayer smirked.

"What about Steve? What happens to him?" Will asked, as the Mindflayer took a step towards him.

"I have no use for him anymore. Whatever's left of the boy…I'll leave to rot" The Mindflayer shrugged, watching Will grimace.

"Don't do this, kid. We can't lose you again" Hopper begged; his eyes boring into Will's.

"I have to do this. It's the only way" Will insisted, staying rooted to the spot as the Mindflayer loomed over him.

"You always were so noble, Will. Don't worry, I'll take that emotion away first this time" The Mindflayer said, giving him a manic grin.

"I do my part…you do yours" Will stuttered, looking like he was close to tears.

The Mindflayer nodded dismissively but didn't seem to notice how Will's eyes flickered over to Krystal's. The older girl frowned as she realised the message was meant for her. Suddenly, before any of them could stop it, black smoke began to violently spew from Steve's mouth, as his knees buckled from underneath him. Will stumbled back from the force of the black smoke seeping into him, through his mouth, nose, eyes…anything it could find. His cries were cut off, as a tear slipped down the teenager's cheek. As the last tendrils of smoke left Steve, his body flopped to the ground, motionless. For a moment Krystal thought he might be dead, but after a few seconds, his chest began to rise and fall. She looked back to Will, who was starting to violently shake, his hands balled into fists as he swallowed the smoke down. Once the Mindflayer had completely consumed him, Will's eyes snapped shut, as he stood still, barely seeming to breathe. The only sound that could be heard was Joyce's quiet sobbing, as she cried out her son's name.

At the exact same moment, Krystal and Steve suddenly let out a loud exhale, as if coming back to life. Krystal dropped to her knees, her eyes fluttering shut, as Murray crawled over to her, placing his hand on his shoulder to steady her. Steve rolled onto his back, his mouth agape, as he began to breathe erratically.

"Murray?" Krystal mumbled, in a quiet voice as her eyes opened.

"Are you okay?" Murray frowned, as Krystal turned to Will.

His face was contorted in pain, as his hands flew to his head, letting out a pained sound. It was then that Krystal realised for the first time in weeks, maybe months even, she couldn't feel the Mindflayer at the forefront of her mind. He was still in there, but she was in control.

"Will?" Joyce called out, as she pushed herself to her feet.

"I-I don't know how long I can hold him…go…" Will murmured, shakily.

"You're controlling him?" Krystal asked, with wide eyes.

"His in my head…and I'm in his" Will responded.

"Can you stop him? Stop the flayed?" Hopper questioned, as Will shook his head.

"Only one person can do that" Will answered, looking to Krystal, who flinched under his gaze.

She knew what he was asking her to do. They both knew it was the only way. There was no other way this could end. She pushed herself to her feet with shaky legs, as Murray grabbed her arm, helping to steady her, a concerned expression on his face.

"Hold him off as long as you can, I'll…I'll do the rest" Krystal exclaimed, as Will nodded, his hands clenched so tightly his fingernails were starting to bite through the skin of his palm.

"We need to go. Now" Krystal announced, as Joyce shook her head.

"No. I've already lost him before. I'm not losing him again" Joyce retorted, as Krystal gave her a look.

"He'll kill you" Krystal insisted, as a scoff left Joyce's lips.

"You're not a mother. You could never understand" Joyce stated, as she began walking towards Will, only stopping when Hopper grabbed her wrist.

"Joyce. Please" Hopper begged, in a panicked tone.

"I won't abandon my son…don't abandon your daughter" Joyce replied, shrugging his hand away, as Hopper's hand dropped to his side.

"I'll find a way to save you. All of you. I made you a promise, remember? I'll keep your family safe" Hopper told her, as Joyce gave him a sad smile.

"I know" Joyce nodded, before surging forward to press a quick kiss to his lips, leaving the older man speechless.

They watched as she walked over to her shaking son, and placed her arms around him, letting out a sob herself. She had made her choice.

"S-steve? Steve, c'mon—" Krystal began, as she reached out to pull him to his feet, as he was still laying on the floor.

"I killed him. I killed him. I killed him" Steve repeated over and over again, his eyes on Alexi's motionless body.

"The Mindflayer killed him" Murray exclaimed, as he and Krystal grabbed Steve's arms and hauled him up.

The younger boy made no sign of hearing them, still repeating the words, almost like a mantra. They managed to drag him over to Hopper's car, pushing him into the backseat, as they climbed in after him. Hopper turned the car on, as the headlights illuminated the sight of Joyce and Will on their knees, still clutching each other.

"Jim…" Murray's voice was firm, jilting Hopper out of the trance he had been in.

Running a hand down his face, Hopper reversed the car, his hands gripping the steering wheel so hard his knuckles turned white. He had to find Eleven. That was all he could think about.

"What do we do?" Hopper asked, looking to Krystal through the car mirror.

"We close the gate. I know where it is" Krystal announced, hoping her voice sounded more confident than she felt.

Billy's eyes darted around the mall, as he tried not to panic, knowing it had to appear that he knew what he was doing. For Max. For El. He was all they had now. Dustin had told them he was hiding out in Scoops, with Lucas' sister and Robin. He had been saying some shit about the Russian's, but Billy had zoned out. His priority was getting to them. Maybe he couldn't save the other kids, but he could keep Dustin safe at least. That's what Krystal would want…would have wanted, he corrected himself. He saw how Eleven had begun to lag behind out of his peripheral vision and noticed the sweat that was gathering on her forehead, causing her hair to stick to her face. She looked paler than she had in the car.

"You alright, El?" Billy frowned, as the girl nodded, slowly.

"My throat hurts" Eleven mumbled, rubbing at her neck.

"You must be thirsty. Hey, when we get to Scoops, you can get whatever you want. I'll even push the boat out and get you one of those new cokes" Billy exclaimed, his words running away with him.

"You must really think we're fucked if you're willing to get your wallet out" Max scoffed, quietly.

"We keep our heads down, grab the others and get the hell out of dodge," Billy told her.

"What about Krystal?" Max questioned.

"I'll come back for her" Billy replied, as Max gave him a look of disbelief.

"I'm not—" Max began, but Billy cut her off.

"Look, I'm the fucking adult here, okay? So do what your told for once, Max" Billy grumbled, in a firm tone.

"Billy, I don't feel good…" Eleven trailed off, raising her hand to her forehead.

Just as Billy was about to open his mouth, they heard a familiar voice from a few metres away. Billy felt his shoulders slump in relief as he saw Dustin calling over to them, waving his hand in the air. Erica stood beside him, a hand on her hip, with Robin just behind her. They looked a mess. Then again, Billy doubted he looked much better.

"C'mon, we're almost—" Billy started, but was soon cut off by Max, who was staring ahead of them with wide eyes.

"Billy" She spoke, sounding more scared than Billy had ever heard her.

It was then that Billy noticed it. Everyone had stopped. The shoppers, the workers, even the cleaners. The entire mall had come to a halt at the exact same time. They just stood there…barely even seeming to breathe. Billy's hand instantly reached out to grab Max's, feeling a shiver go down his spine.

"What are they doing?" Max whispered, shakily.

"…They're flayed. They're all flayed" Billy gaped, the realisation hitting him like a ton of bricks.

He wasn't sure how it was possible, but it was clear they were being controlled. In the time they had fled to Hopper's cabin, somehow Krystal and the Mindflayer had managed to flay at least half the town. They had walked straight into a trap…but how did the Mindflayer know they'd be there?

"My neck…it hurts…" Eleven cried, beginning to claw at her neck.

Billy's eyes widened as he turned to her, now able to see her pale neck…and the scratch that cut deep into her skin. The scratch that Krystal had given her. He could see large black veins were branching off from the wound, spreading over her jaw. Eleven's eyes had darkened, as smaller veins started to grow there. She had been infected.

"Shit…oh shit" Max gasped, backing away from her friend.

"El? Hey, you need to stay with us!" Billy stated, when Eleven placed her hands over her ears, shaking her head.

"I…I can hear him" Eleven whimpered.

Before Billy could reply a hand lunged out to grab his shoulder, as he saw the rest of the flayed had begun to move. Max let out a scream as two women surged forward and grabbed her arms, beginning to pull her away. Billy immediately jumped to action, elbowing the man who had grabbed him in the face, and racing towards Max. He lunged at one of the women, shoving her into a nearby wall, before turning to the other. She had seen him coming and tried to strike him in the face, but Billy had dodged the blow, kicking out against her. The woman's grip on Max's arm lessened, as Billy pulled the younger girl into his arms, his eyes darting around for a way out.

"Dustin!" Max cried, as she saw how the flayed had begun to advance on the other group, who were still metres away.

Billy watched helplessly as a teenager no older than Max, grabbed Dustin by the hair and began to drag him away. The flayed were slow but strong. There were hundreds of them in the mall. Billy felt the way Max clutched at his shirt, shaking in his arms, as they both knew there was no way out. Billy scrunched his eyes shut, not wanting to see what happened next.

One.

Two.

Three.

Four.

Five.

The seconds went by, and still, nothing happened. All he could hear was his and Max's loud breathing. Opening one eye, he was surprised to see the flayed around them had come to a halt. Their arms were outstretched, frowns etched onto their faces, as they seemed to be fighting against something.

"Billy!" A voice called out to him, as Billy looked down to the floor below.

Billy's jaw dropped open as he looked past the railing to see Krystal staring up at him, with Steve's arm slung over her shoulder. His eyes flickered behind her to Murray and Hopper for just a second before his attention was back to Krystal. As Billy's eyes connected with Krystal's blue ones, he wasn't sure how he knew…but he could tell she was back. She was looking at him like she always used to. Like he was important. Like she…

"Krys!" Billy exclaimed, wanting nothing more than to run down to her.

"I'll clear you a path…hurry!" Krystal insisted, as Billy now noticed the way her hand was outstretched, her face contorted in pain.

"Is she controlling them?" Max realised, her eyes darting around the flayed around them who were now motionless.

"I think so…" Billy trailed off, turning back to Eleven, who had fallen to her knees, black blood seeping out of her nose.

"El, c'mon. We need to go. We'll help you—" Max exclaimed, reaching out for her friend.

"N-no…run. Leave me" Eleven begged, as Max shook her head, vehemently.

"She's flayed, Max. We can't help her now" Billy warned, grabbing her arm a little more forcefully, starting to pull her away.

"El!" Max cried, tears welling in her eyes.

Krystal's gaze fell to Dustin next, forcing the flayed teenager who had grabbed him to step back, as he gave her a grateful smile. Robin quickly grabbed both the children's hands and began to push them towards the escalator not far away. Murray watched with amazement as Krystal managed to clear the way for both groups, making the flayed stumble backwards. Some of them fought against the control, their arms and legs twitching, but Krystal kept them all in place. Her eyes were shut now, as she delved deeper into the Hive, bending the flayed to her will.

"If the flayed are all here…doesn't that mean that he knows we're here?" Hopper suggested.

"I'm counting on it" Krystal muttered, as Robin and the others rushed towards them, having slid down the escalators.

"Oh my God, are you okay?" Robin gaped, when she saw the blood and bruises that covered Krystal.

"Just peachy" Krystal replied, trying to focus on controlling the flayed.

"What happened to you?" Robin asked, the question directed at Steve, who looked like he was about to pass out at any moment.

"I…I fucked up, Robin. God…" Steve sobbed, as Robin reached out to grab his shoulder, surprised when Steve flung his arms around her, a tremor ripping through his body.

Krystal's eyes snapped open a second later when she felt someone wrapping their arms around her waist, as she looked down to see Dustin hugging her. She found her lips twitching into a smile despite herself, as she placed her free arm over his back.

"I thought you were gone" Dustin mumbled.

"Couldn't leave you could I?" Krystal exclaimed, as Dustin grinned up at her.

"Where's El?" Hopper frowned, as he saw Billy and Max sliding down one of the escalators on the other side of the mall.

"…I'll save her" Krystal told him, as Hopper's head snapped towards her.

"What the hell does that mean?" Hopper asked.

"I…I infected her already. She's flayed" Krystal admitted, as Hopper looked like his world had come crashing down.

"You knew?" Hopper glared at her, his hands balling into fists.

"I'm sorry. But I'll stop this. I swear I will" Krystal replied, as Hopper stormed forward.

"And how the fuck are you going to do that?!" Hopper yelled, angrily.

Krystal's control over the flayed had started to lessen, as she flinched at his words. Just as she opened her mouth to reply, she saw how Hopper's eyes darted over her shoulder, a look of horror growing on his features. He stumbled backwards, almost falling into Murray as Krystal twisted around, her heart stopping for a moment.

"No, no, no…" Krystal shook her head, as she scrunched her eyes shut.

Hopper felt bile rise at the back of his throat as he watched his former friend limp forward, dragging what was left of his leg behind him. Benny Hammond. His corpse. His skin had come away completely on the left side of his face, only bones left behind. One of his eyes seemed to have completely rotted away, leaving a dark empty space in its place. The clothes he was wearing seemed far too big for him now, as Hopper expected there was little left of the rest of his body. Benny looked like something out of a nightmare.

The flayed in the mall had slowly started to move again, their movements shaky, but it was clear that Krystal was losing control over them. She tried to keep her focus on the Hive, but all she could see behind her eyes was her father's corpse.

"You can't stop us, Krystal. You know you can't" Benny's garbled voice announced, mixed with a much deeper tone.

"Stop!" Krystal cried, her eyes snapping open.

"You can be with me again. Just give in. Stop fighting" Benny insisted, getting closer to the group, who were frozen to the spot.

"No…" Krystal mumbled, tears beginning to well in her eyes.

"I can take all that pain away again. Don't you want that?" Benny went on, as Krystal's bottom lip wobbled.

"Please, stop" Krystal sobbed.

Suddenly, she felt a pain in her neck, as if someone was choking her. Her eyes flickered up the top floor, connecting with Eleven, who had pulled herself to her feet. The teenager had her hand outstretched in front of her, her hand balled into a fist, as the pain worsened. Krystal's breath came out in stuttering gasps, as she was pulled off her feet, hovering in the air. Eleven glared at her, blood dripping from her nose, as she continued to use her powers to strangle the brunette, who was clawing at her neck, trying to catch her breath.

"Krystal!" Billy yelled, racing towards her.

A second later, she was being thrown backwards, flying through the air as her back collided with a nearby wall, shattering it completely. Her head slammed into the bricks, knocking her out cold, and releasing any control she had over the flayed.

"It's over" Eleven announced, her tone laced with another voice.

Author's Notes: I hope you all enjoyed this chapter! I think we'll only have a few more chapters left now until this story goes on hiatus. Hopefully, we'll have some more updates on Season 4 soon! Please leave a review:)

johnsonsweett: Aw, thank you so much! I'm glad I can keep you on your toes, haha. Poor Steve is going to be effected by pulling the trigger on Alexi for a long time to come. Let's hope Will isn't forced to kill any of his friends or family either! Thanks for reviewing:)

eebohonii: I love a good cliffhanger, haha. Lots of drama and angst to come, we'll have to wait and see who makes it to the end of Season 3! Thank you for reviewing:)