Panting, Will and Max collapse on the grass beside Cerebro. Jonathan and Nancy stand above them, wiping sweat off their foreheads. Will lets out a cough, his throat sore and scratchy, which only leads to a minute-long coughing fit. Max grabs the radio. "Does anyone copy? Lucas, Mike? It's Max. We have something important to tell you. Over." She pauses before repeating herself. "Do you copy? This is Max, Will, Nancy, and Jonathan. We have important information to share. Extremely important. Do you copy? I repeat, do you copy?"

"Max?" Lucas answers. "What's going on? Did you get the Mind Flayer out of Billy already? We're still in the hallway. Over."

"No, we didn't. That's the problem. There's something... wrong. We need you guys to meet us back at Hopper's cabin. Over."

"What?" Mike says. "Now? We can't. Over."

"Not now, but as soon as possible. Get Dustin and the others, then get the hell out of there. You can't close the gate yet. Over."

"What's going on? Over."

"The Flayed. They're..." Max looks to Will, lifting a shoulder to ask what the hell are they? He has no idea. Staring at the ground, Max lets out a breath.

Jonathan leans down and takes the radio from her. "We ran into Tom and Bruce at the hospital, and they turned into some kind of... monster. I don't think burning the Mind Flayer out of Billy is going to be as easy as we thought it would be. Over."

There's silence on the other end until Lucas says, "Okay. We'll meet you at the cabin once we find the others. It'll probably take a couple more hours, but we'll be there. Over and out."

Groaning, Will and Max get to their feet and follow Nancy and Jonathan down the hill. All of them are breathing heavily and covered in sweat by the time they get back in the car. No one says a word the entire ride to the cabin.

When they get inside, Will, Nancy, and Max plop down onto the couch while Jonathan brings them each a glass of water before sitting on the armchair beside them. He winces as he sits down, rubbing his back.

"Are you okay?" Will asks, sipping his water.

Jonathan shrugs. "I think so. Bruce hit me with a stool." He gestures to Will's arm. "Are you okay? Maybe we should bandage that up."

Will examines the cut on his arm from the scissors Tom slashed at him. It's not deep, but it reaches nearly the entire length of his forearm. "Um, sure... yeah."

Jonathan goes over to the bathroom, shifting through the cabinet for bandages, but all he finds is gauze and tape. He brings it over to Will along with a wet washcloth. Max sighs, watching Jonathan wash Will's wound before covering it with the gauze and tape. "They really need better medical supplies here."

"Yeah," Jonathan murmurs, "well, we can head to the store tomorrow or something. Get more supplies." He finishes taping the gauze on Will's arm and pats him on the shoulder but falters when he looks at Will's bruised neck. "What happened there?"

"Oh." Will traces the sore skin. "That guy, Tom, grabbed me. I'm fine, though. Don't worry."

"Okay. Just tell me if it feels worse." Jonathan gestures to the cut on Max's forehead where Tom had kicked her. "Want me to bandage that up?"

She nods, and Jonathan tapes gauze over the cut. "I'm sorry you two had to go through all that," Jonathan tells Max and Will. "I know it's stupid after everything that's happened the last two years, but I never would have expected what happened tonight."

"It was crazy," Nancy said. "I don't think anyone would've expected it."

Max shrugs. "At this point, we should expect anything."

"What more could there be to expect?" Will murmurs, more out of exasperation than ignorance, fully aware at this point that anything could go wrong at any moment.

"Whatever it is, we'll prepare ourselves for it." Jonathan frowns and huffs. "In the meantime, why don't we get some sleep? I'm exhausted."

They gather up blankets from around the cabin and find places to rest; Max taking the couch, Nancy and Jonathan lying on the floor, and Will curling up on the armchair. They keep the lights on for when the others arrive, but it doesn't keep them from quickly falling into a slumber.

He's not sure how long he was asleep, but it feels like barely a second when voices jolt Will awake. Clearing his dry throat, he squints around the room until his eyes land on Nancy by the phone and Jonathan leaning his elbows on the kitchen counter. He sits up in the armchair, listening to Nancy. "Yeah, okay. I'm on my way." She hangs up the phone and grabs her keys. Jonathan moves to follow her, but she holds a hand up at him. "You should stay here and look after Will and Max. We won't be long."

She leaves the cabin in a rush. Will yawns, stretching, and as he turns to Jonathan, his voice comes out hoarse. "Where – where's she going?"

"Picking up the others at the mall. I guess the Russians took the keys to Steve's car, and they're pretty beat up, so they can't ride their bikes."

"What time is it?"

"Four forty-five."

Will gets to his feet and squints out the window. He can barely see a thing. Sitting back down in the armchair, he traces his fingers over the gauze on his arm.

"Does it hurt?" Jonathan takes a seat on the couch beside Max's feet.

"No, only itches a bit. How's your back?"

Jonathan scrunches up his nose. "Not great, but I can handle it."

"I would suggest going to the hospital, but after what happened, I don't think it's the best place to go at the moment." He lets out a laugh, but quiets down when Max rolls over.

Her eyes open, blinking hard as her eyebrows knit together. "Hey, what's going on? Are the others back yet?" She sits up, rubbing her eyes.

Jonathan shakes his head. "Nancy's gone to get them since they don't have another car."

"So everyone got out alright?"

"As far as we know."

"Okay, good." There's a beat of silence before Max nudges Will on his good arm. "About the hospital..."

He raises an eyebrow at her. "What about it?"

"Do you know what happened? In the room with the monster..."

Will blinks while Jonathan sits back and asks, "What happened?"

Max stares at Will as if expecting an answer, but he stays quiet, sinking into the armchair. She gives him a look before turning to Jonathan. "When you were knocked unconscious, all the lights burst, and the monster – the Mind Flayer – it caught on fire. I'm sure you saw the fire when you woke up."

"Caught on fire from the lights?"

Will watches as Max glances to the floor and then to him. "I don't think so."

"What do you mean?" Silence fills the room. No one answers Jonathan until he frowns, leaning forward, and repeats his question. "What do you mean, you don't think so? What happened? What aren't you telling me?"

Max's eyes are planted on Will. She nudges him insistently, but he shoots her a confused look. She takes a breath and says, "From what I saw, the fire started out of nowhere. The Mind Flayer, it was coming at you and Will and shrieking and the lights burst and Will, you started screaming, and suddenly, the Mind Flayer set on fire."

Jonathan glances between the two of them. "What are you saying?"

Both their eyes are set on Will as Max says, "Will, I think you set the Mind Flayer on fire."

Will shakes his head. "I didn't do anything."

"Yes, you did," Max insists. "I saw it with my own two eyes. Nancy, too. You set that thing on fire."

"That couldn't have been me. It must've been the lights. The electricity or something."

Max frowns. "Look, I'm not an idiot. I saw what I saw, and it wasn't normal."

"Nothing at the hospital was normal."

"Will," Jonathan says, putting a hand on his knee, "I think she could be right. You can sense the Mind Flayer after all, so maybe you developed other powers after what happened last year."

He knows Jonathan has a point, but he isn't sure it's powers from the Mind Flayer. Hugging himself, he eyes his brother and Max. "Well, what about it?"

"Will," Jonathan says, "if you can set that thing on fire, we have a better chance of defeating it."

Max nods enthusiastically. "With both El and you, there's no way the Mind Flayer will win."

Will sighs, putting his face in his hands. "Guys," he mumbles, "I don't know how. I don't know how I did that."

"But you can figure it out, can't you?" Max asks. "You can... practice, right?"

"I don't know."

Jonathan pats his shoulder. "It's fine. Don't worry about it."

"Don't worry about it?" He raises his head to look at them both. "How am I supposed to not worry if everyone's counting on me? If I can do what you say, if I can help defeat it, how am I not supposed to worry that I'll disappoint you?"

"Hey." Jonathan puts both hands on his shoulders, staring him in the eyes. "Nothing you do will ever disappoint me, Will."

"I can't handle it if I could help everyone but can't figure out how. What if I can't do anything, Jonathan?"

"Then it doesn't matter. If all of us work together, we'll be okay. We'll be right where we were before. The only thing that matters is that you're safe."

Will opens his mouth to protest, apologize for not being able to do more, but they all flinch when the door slams open, Dustin and Steve stumbling inside. Steve's face is bleeding profusely, swollen and sweaty. Will, Max, and Jonathan get to their feet. "Jesus," Will murmurs. "Steve, what happened?"

"The Russians, that's what happened," Dustin answers, helping Steve to the couch. He gestures to the gauze on Will's arm. "Any more of that somewhere?"

Jonathan rushes into the bathroom and comes back with the remaining gauze, tape, and a wet washcloth. While he kneels in front of Steve and helps to bandage him up, Nancy, Robin, Erica, El, Lucas, and Mike barge in through the door, Mike and Lucas holding a stumbling El up.

"El!" Max rushes over to her and helps her to the couch. She collapses beside Steve, the lower half of her face red with blood. Max looks to Mike and Lucas. "What happened to her?"

"She's drained," Mike says in an annoyed tone. Giving him the side-eye, Max grabs a box of tissues and starts dabbing the blood off El's face. Face pale and hair disheveled, El groans and flops back into the cushions of the couch.

Lucas leans against the back of the couch. "Nancy explained what you guys saw in the hospital. What do you think that means? Can we still burn the Mind Flayer out of the Flayed or not?"

"We have no idea," Jonathan says. "That monster melted into the sewer, so it could still be lurking somewhere."

Erica steps forward, wielding a metal pole of some sort. "If we come across it, we could kill it with this." She presses a button on the pole, and it lights up in sparks of electricity.

"Erica!" Lucas yells as everyone flinches away from her.

"What? It's a useful weapon."

Dustin frowns at her, prying the taser out of her hands and setting it down by the door. "Yeah, but we don't want you killing anyone right now."

As Erica rolls her eyes, Nancy goes into Hopper's room and comes out with a handful of blankets. "C'mon. Once El and Steve are cleaned up, we should all get some rest. We'll figure out what to do about the Flayed and the Russians in the morning."

While Jonathan and Dustin help Steve, and Max helps El, everyone else rummages around the cabin for more blankets and pillows. Will slips into the bathroom to check his neck and sees it's riddled with bruises, red and blue reaching from right below his jaw down to his collarbone. He winces as he brings his fingertips to his skin.

"Jesus," Mike says when he appears behind Will, gaping at the bruises.

Will spins around and finds himself stuck between Mike and the edge of the sink. "It's fine," he says quickly and tries to slip past him but stops when he notices a cut on Mike's left cheek. "What happened there?"

"Russian guard punched me."

"Oh... sorry." His eyes wander past Mike's head to where El is sitting on the couch. She rubs her eyes as Max says something to her. "How's El doing?"

"Overworked. She needs to rest."

Will nods but falters when Dustin walks past the bathroom, and their eyes interlock. Dustin raises an eyebrow at him. Breath hitching, Will realizes his and Mike's faces are a bit too close, and he pushes past Mike and rushes into the living room, ignoring the look Dustin's giving him as everyone else finds their places to sleep. Seeing the armchair empty, he grabs a blanket and curls up onto the chair while Steve takes the couch, El and Max go to El's room, and everyone else makes do on the floor.

In a few minutes, nearly everyone has fallen asleep, but before Will can fully nod off, a hand shakes his shoulder. He jolts up, eye-to-eye with Mike. "Want to talk a bit?" Mike whispers. Will hesitates before nodding, and as soon as he does, Mike takes his hand and leads him outside to the porch. Closing the door quietly behind them, Mike takes a seat on the steps.

"Sorry if I seemed a bit harsh before we split up," Mike says, his eyes on his hands as Will sits beside him. "I was just worried about Dustin and the others."

Will shrugs, staring out into the night. "It's fine. I was worried, too."

He gestures to Will's injured arm. "Was that from the Mind Flayer monster?"

"Oh... no, I cut it on a window trying to get into one of the hospital rooms." His muscles tense when Mike grazes his fingers over the gauze. "It's not bad."

"And the bruises on your neck?"

Will's hands move to cover the marks, but Mike pushes them away, leaning forward to stare at the bruises. "Those are finger marks."

"I'm fine," Will insists.

"Your whole throat is blue and red."

"It looks worse than it is."

Mike glances from his throat to his eyes. "It was a bit useless splitting up then. We all could've gone to the Russian base."

"It wasn't all useless. If we hadn't gone looking for the Flayed, we wouldn't know that they turn into those... things."

Mike nods. "You're right. At least we got everyone here. It was crazy down there."

"In the Russian base?"

"Yeah, there were guards everywhere. They kept coming at us in hoards. I still can't believe El was able to take them."

He pictured Steve's bashed face in his head. "What did the Russians do to Steve and Robin?"

"Not sure," Mike says. "Just beat Steve up from the looks of it. We found them tied up in chairs in a room. Took us a while to get to them since we also had to go searching for Dustin and Erica. They'd left the vents by the time we got to them, and I think they were planning on taking on the Russians on their own with that damn Russian taser."

"You never know." Will nudges his shoulder, a smile tugging at his lips. "They could've taken the Russians on."

"By themselves? Yeah, Dustin and Erica with their Russian taser, beating the Russians. Saving the day." Mike laughs, his shoulder pressing against Will's. Will looks to him, smiling, and their eyes meet. Their laughter dies down, but they don't say a word. His heart is racing in his chest. This is your chance, he tells himself. Say something. But he can't get his vocal chords to work, so instead, he leans forward and pecks Mike on the lips. It's quick, only a second, and he pulls back just as fast, searching Mike's face for a negative reaction. Mike blinks.

Will opens his mouth to apologize, but Mike grabs his shirt collar and yanks him forward, smashing their lips together. His neck is sore, but Will still sinks into the kiss, letting his hands run through Mike's hair and tugging it when Mike curls a hand around his waist and pulls him closer. His mind goes directly back to that night in his living room. Their first kiss. That one was softer, a bit awkward. This time, it's like they've been waiting their whole lives for this moment, their movements more desperate. Will's breath hitches as Mike's hand moves underneath his shirt, warm against Will's bare skin. Out of breath, they both pull back, staring each other in the eyes. Will leans forward again, but Mike removes his hand from underneath Will's shirt and puts it on his chest, keeping him back. "I should check on El." Mike stands, starting towards the door.

"Always running back to El," Will mutters, wiping his mouth with the back of his hand.

Mike stops short, gawking at Will. "What did you just say?"

He shakes his head bitterly. "Nothing. Doesn't matter."

"Why are you still angry at me?"

"I'm not angry." Will stares at the ground so as not to glare at Mike instead. "I'm confused."

"Confused? About what? Me and El?"

A laugh escapes Will's throat. "Oh, right. You and El. Star-crossed lovers."

"What?" Mike's eyebrows knit together. "What are you talking about?"

"You and El." Will lifts his shoulders. "You're like freaking Romeo and Juliet. Know each other for barely a week, and suddenly you're head over heels in love."

"That's not true."

"Yeah, it is. You found her after I went to the Upside Down, and she disappeared before I came back. I wasn't there a week, but once I got back, all you could talk about was her. And she's still all you talk about, especially after she came back." Will gets to his feet. "You know, you used to actually care about the well-being of the Party."

Mike throws his arms up. "If you haven't noticed, I've been following you around for the past two days to get rid of the Mind Flayer and those damn Russians, not El. You're the one always bringing her up. If anyone's changed, it's you. All you've been doing is acting like you're the one who knows better. Like you're in charge of everything we do just because you heard the Russian transmission with Dustin that night and you can sense the Mind Flayer. Like Will the freaking Wise."

"Oh, so now that someone else is helping to lead the Party, you're upset? Because you always have to be the one in charge, don't you, Michael?"

"What the hell does that mean?"

"Dungeon Master. President of AV Club. Venkman. Not bothering to play D&D anymore even though I had a whole campaign set up since the beginning of summer. Making us wait for you every time we went to the movies. Ignoring me so you could look for a gift for El instead of just apologizing to her. Saying we should split up because you didn't want to investigate the Russians."

"Look where investigating the Russians got you. Steve and Robin almost got stuck down there."

"Screw you, Mike."

"No," Mike says, jabbing his finger at Will, "screw you. You keep shitting on El and me for no reason. She's not a bad person, but you act like she's ruined your life."

Will feels like his brain is about to explode. "I never said she was a bad person! I'm not shitting on her, and I'm not angry at her."

"You keep saying you're not angry, but you don't act like it when you blow up every time I mention her."

"Alright." Scowling, Will takes a step towards Mike. "You're right. I am angry! But not at her, at you. And don't you dare ask why because I know very well that you know why."

"I've been trying to make up for before, but you keep going crazy and getting pissed at me for doing literally anything. I wouldn't give a shit if you were still mad about our fight at the mall, but obviously that's not it."

"No, Mike, that's not it."

"Then what is it?"

"How can you ask that? You act like nothing we do even happens. That's what makes me mad."

Crossing his arms, Mike glares at the wall behind Will. "El's my girlfriend."

"Bullshit!" Will shoves Mike backwards. "She dumped your ass, and all you do is lie to her."

"What's it matter to you?"

"Friends don't lie, Mike. Obey the rule of law or be banished from the party."

"Shut up," Mike scoffs. "I lied to her because of Hopper, you know that. I had to do it. You can't banish me for that."

"What difference would it make?"

"Huh?"

"Banishing you from the party. Would it even matter that much to you? I mean, without the rest of us to hold you back, you and El can get back together and live happily ever after, right?"

"Screw you. You know the party's everything to me. I would never leave you guys."

"So, El's not the most important thing in the world to you? The party is?"

Mike furrows his eyebrows. "What?"

"You don't think El should hang out with her own species more?"

"Wait... how did-"

"You're not the only person who can talk to El."

"What the hell, Will? You've been talking about me behind my back?"

He takes a step closer to Mike. "Is she really the most important thing in the world to you?"

Mike stays silent.

"Maybe you will live happily ever after."

"C'mon, Will. This isn't some stupid fairy tale."

"Yeah, because people like me don't exist in fairy tales."

Mike frowns. "What's that supposed to mean?"

"You know what it means."

He pushes past Will hurriedly. "You know, you didn't used to be so angry. You used to be sweet."

"So did you, but we can't be the same person forever."

This stops Mike. He turns back to Will timidly. "It's because of me, isn't it?"

Will furrows his eyebrows.

"You're different because of me. Not because of the Upside Down or the Mind Flayer, but because of me."

"You're so stupid sometimes, Mike."

"Is that a yes?"

"It's neither." Will sighs. "I am different because of the Upside Down and the Mind Flayer. Of course I am. I didn't want to be. I tried to make everything like it was before it happened, but it didn't work." He meets Mike's gaze. "And of course I'm different because of you."

"I'm sorry."

"For what?"

"I didn't mean to make you angry. I really tried not to. Of all the things in my life that I wish could have stayed the same, it's being with you."

Will groans, running his hands over his face. "I know you didn't mean to make me angry, Mike. It's not really your fault."

"Then what was it?"

"Do I really need to spell it out for you?"

Mike's cheeks turn pink as he shrugs, eyes dropping to his shoes.

"I was jealous. I told you that already. I was jealous, and you were different, and it pissed me off that things couldn't be like they were before. When we played D&D in your basement all weekend until your mom yelled at us to go home. When we hung out at the arcade trying to beat Lucas's score on Dragon's Lair. I was jealous that after everything that happened, you would just leave me to make out with this girl you barely knew a year ago and always come late to the movies for the same reason."

An uncomfortable look is settled on Mike's face. Stomach churning, Will moves to the door, but Mike grabs him by the wrist. "You shouldn't be jealous of anyone. You're my best friend, Will. You always will be."

Will can't help the spiteful laugh that escapes his throat. He slips his wrist out of Mike's grip. "See, that's the whole problem. I don't know if I can be your best friend."

"What?" Panic befalls Mike. "Why?"

"Because-" He hugs himself, shaking his head. "Never mind. It doesn't matter." He reaches for the door, but Mike grabs his wrist again, spinning him around to face him.

"It does matter, Will."

The ground is the only place Will can look without feeling like he's betrayed the person who matters the most to him in the world.

"Will, look at me."

He doesn't.

"What is it? What's going on?" Mike tries to put his hand on Will's cheek, but Will ducks away. "Why would you say we can't be best friends anymore?"

Will moves to the door again, but Mike shouts his name loud enough that it echoes into the woods and makes him freeze. "Will," Mike goes on in a hushed voice, "tell me why."

He can't hold it in anymore. It's like an explosion in his chest. "Because I'm in love with you!" he practically shouts. Both of them are taken aback by the confession, but seeing Mike still standing before him, Will goes on. "I think I have been for awhile now."

"Is this because of what happened at your house? Before you destroyed Castle Byers?"

"I knew before that."

Mike swallows. "You – you can't."

"And why not?"

"Be-because..."

"Because what?"

"Because it's not... right."

There it was. What Will had always known in his heart but hoped wasn't true, and Mike just voiced it. With a sigh and a curt nod, he flung open the door and stormed back inside the cabin.

Will halts when he spots Erica sitting up and staring right at him, but all she does is roll her eyes before flopping her head back down on her pillow. Making sure to be quiet, he tiptoes over to the armchair to get more sleep.