The moment Will steps through the mall doors, Mike is on him like a mosquito. "Seriously, Will, what did you tell them?"

He's really growing tired of this. When is Mike going to figure it out? When is he going to realize that Will doesn't want to deal with him anymore? All he wants to do is forget that they even kissed. Forget their fights. Forget the past few days altogether.

Lucas rushes up behind him, giving Will an apologetic look.

Will rolls his eyes and moves past them. "I told you to leave me alone, Mike."

"Not until you tell me what you said."

Will glares at him out of the corner of his eye but continues into the food court. He has too much on his mind to get wrapped up in yet another argument with Mike. That's all they seemed to be doing lately, and he's sick of it. If Mike isn't going to listen to him, ignoring him is the next best choice, but it seems Mike won't let him do that either.

"Will, seriously, we need to talk."

A thought occurs to Will, one he knows will annoy Mike if he takes it the wrong way. Hiding the smirk tugging at his lips, he says, "The person I really need to talk to is El."

"What?" A panicked expression falls over Mike's face, sending a sense of satisfaction through Will. Mike's pace slows to a stop, but Will continues ahead.

Lucas rushes to catch up with him. "You're going to tell her what Mike said to you?"

Making sure Mike isn't too close, Will shakes his head, keeping his voice low. "No, not that. I need to talk to her about something else."

"Something else?"

"Yeah, just-" He chews his lip. To be honest, he doesn't want to explain this to Lucas. His supposed powers. He wants to keep those who know about it to a minimum since that means fewer people to count on him to save the day. "Just something else."

Frowning, Lucas glances over his shoulder before looking back at Will. "You know you can trust me, right, Will?"

"Of course. It's not that." He sighs. "It's not that I don't trust you; it's just that... there are some things I don't want people to worry about if it turns out it's nothing."

"We really shouldn't keep secrets from each other."

Will meets Lucas's stern eyes. He takes a breath. "I know, Lucas. I know."

"I don't mean to bring it up," Lucas says, "but remember when you kept everything you were feeling to yourself instead of talking to the rest of us about it? We ended up all fighting with each other. Whenever someone has something going on, we deal with it as a party, Will. Never alone."

The urge to spill everything comes to the forefront of Will's mind, but he blocks it, knowing he might just make things worse. "Lucas, I promise you, when I'm ready, I'll tell you everything."

Lucas stares at him with unwavering eyes before bowing his head. "Okay, okay."

At one of the tables in the food court, El is sitting by herself, staring into space. Will figures if he can ask vague enough questions about her powers, she won't even suspect that he might have powers too. Sucking in a breath, he gives Lucas a nod before heading over to El. "Hey, El, can I talk to you?"

He lurches back when two hands grab his shoulders and spin him around. "What are you doing?" Mike asks.

Every ounce of Will's body tenses at Mike's touch. He squirms out from under Mike's grip and shoots him a glare. "What does it look like I'm doing? I'm trying to have a conversation with El."

Gaping at them, El gets up from the table and looks to a powerless Lucas for answers, but all Lucas can do is shake his head.

Mike raises an eyebrow at Will. "About what?"

"Seriously, Mike?" Lucas says.

Confidence rises in Will, and he takes a step towards Mike. "What's it matter to you? It's none of your business."

"First Max, and now you?" Mike asks. "Why are you doing this?"

El frowns. "What's he doing? What did Max do?"

"They're trying to turn you against me."

"That's not what I'm doing," Will says.

"It sure looks like it."

Crossing his arms, Lucas turns to Mike. "How does it look like it? They haven't even spoken yet."

"Yeah, but I know what he's going to tell her."

"You don't know anything," Will scoffs.

Mike opens his mouth to protest, but El puts a hand on his arm. "Mike, Max and Will aren't trying to turn me against you. Don't you trust them? Don't you trust me?"

When Mike hesitates to answer, Will lets out a laugh. "No, he doesn't trust you because he doesn't trust anyone. El, can we please just talk?"

"No, she's not talking to you." Mike moves in front of El, blocking Will from getting to her.

"Seriously?" Lucas says.

"Mike-" El starts but he cuts her off.

"You're not talking to Will."

Will crosses his arms. "What, are you in charge of her?"

"No, I'm looking out for her."

Frustration growing stronger, Will reaches around Mike, grabs El's hand, and pulls her away from him. "I really need to talk to you-"

"Don't listen to him, El." Mike grasps El by the shoulders and pulls her back towards him. She shoots Mike a look, but his eyes are focused on Will's. Still holding onto El's hand, Will pulls her back towards himself. El's eyebrows knit together as Mike pulls her back, causing Will to pull her back, and they pull her back and forth like a rag doll.

From the other side of the food court, Max waves her arms in the air and rushes over to them. "What's going on? Stop it, stop it! Let go of her!" Max pushes both boys back and pulls El away from them. She looks at Mike, Will, and Lucas. "What the hell are you doing?"

Mike gestures at Will. "He's trying to corrupt her!"

"Excuse you?" Max gawks at him while El tilts her head.

Seeing El's confused face, Will takes a step toward them. "I'm sorry, I didn't mean to-"

"What is wrong with you two?" Max asks.

"We were just-" Mike starts.

Max sticks her arm out, palm forward. "You're treating El like she's some animal. Like an object you can just yank around whenever you want. But she's not. She's a human being, and you can't just pretend that she's not affected by your stupid bickering and fighting. Instead of asking El what she wants to do, you're using her just to piss each other off. You're acting like this is some game." She eyes Will. "Both of you."

It dawns on Will how easily Max can see right through him. Every time he tried to hide something from her – from everyone, really – she still figured it out. There's no hiding anything from her anymore. He looks to El. "I'm sorry. I didn't mean to pull you around like that." He swallows the lump in his throat. "I just need to talk to you."

El gives Will a smile which is short-lived once Mike steps between them. With tight lips, Mike squares his shoulders at Will. "I don't know what you're playing at, but I'm sick of it."

Max and Lucas let out exasperated sighs.

"Oh, you're sick of it? You're sick of it?" Will throws his arms up. "After every goddamn thing you've done, you're sick of me trying to have a conversation with Eleven?"

While Mike glowers at him, Max leans towards Will. "Is this about you-know-what?" she whispers.

"This is none of your business," Mike snaps. After giving Mike the evil eye, Max looks back to Will for confirmation to her question. He gives her a curt nod.

"Hey, man," Lucas says, putting a hand on Mike's shoulder. "Why don't you calm down?"

Mike slaps his hand away. "Calm down? Calm down, Lucas? Why don't you say that to the person who's been spreading lies about me?"

"Spreading lies about you?" Will says. "I haven't lied about anything!"

"Then what the hell did you tell them?" Mike shouts.

"The truth!"

Mike steps forward until he's looking down on Will, their faces centimeters apart. "How could you? What were you thinking? Why would you tell them?"

"Because you've been driving me insane!" Ignoring how close they are, Will keeps his eyes locked on Mike's. "I already told you what I needed to. Can't you get it through your thick skull already? I don't want anything to do with you anymore."

Mike scowls, and before Will has time to think, he's thrown to the ground, his shoulder hitting the tiles and sending a surge of pain radiating through his body.

"Oh, shit!" Lucas says.

"Mike!" El cries.

Groaning, Will struggles to a sitting position and clutches his aching shoulder. Above him, Mike's eyes are wide, his brows raised. He takes a step towards Will, but Lucas pushes him back. "Mike, what the hell!"

"Are you insane? What is wrong with you?" Max drops to her knees beside Will, but he can barely register her presence.

"Why would you do that?"

As his friends continue to shout at Mike, a fire burns inside Will. His ears are ringing, his muscles are tense, and his head feels like it's about to explode. Heart racing, he glares at Mike whose mouth is hanging open. Blood pounds in his ears, drowning out his friends' yells, as Max helps him to his feet. He squeezes his eyes shut as the sounds around him and the roaring inside of him grow louder.

"Are you okay, Will?"

"Seriously, Mike, what's your deal?"

"What is wrong with you?"

"Are you trying to ruin the party?"

A hand grasps Will's shoulder gently. "Will," Mike's voice echoes in his ears, "I'm sorry. I didn't mean-"

"Enough!" Will screams. His eyes shoot open. The lights above them explode, shattering in a wave of glass and leaving half of the food court in darkness. Letting out screams and cries, everyone throws their arms above their heads to protect themselves as shards shower down on them. Panic flashes over Will. His eyes dart around to each of his friends, making sure he didn't hurt them. Other than their confusion, they look okay.

Ignoring everyone's baffled expressions, he steps forward to Mike and through bared teeth says, "Enough already. I didn't tell them everything."

Blinking, Mike clears his throat and straightens up. His voice comes out barely a whisper. "Then what did you say?"

The look on Mike's face, as if he's actually terrified of what Will told everyone, makes Will hesitate. Had he gone too far? Did he actually hurt Mike? For some reason, Will hadn't considered the possibility that Mike would get hurt as much by their arguing as Will had been. Had Mike shown how hurt he was before and Will just completely overlooked it? Or was this a new occurrence? Or was Will completely misreading Mike's expression? He swallows, raising his shoulders and looking away. "Everything they needed to know."

There's a beat of silence, no one uttering a word. Will glances back at Mike who appears to be struggling to get his voice to work. His mouth opens and shuts before he lets out a huff. "God," Mike says, "you're just like her." He flings an arm in Max's direction. "She turned you against me."

Max curls her lip. "Excuse me?"

All his questioning of whether or not he hurt Mike flashes out of his mind. "What is wrong with you, Mike? Max has nothing to do with this. In fact, she's been a better friend to me these last few days than you've been all summer."

Mike's whole face burns red, and Will is pretty sure he can see tears in his eyes. "Yeah?" His voice cracks. "Well, you haven't been a very good friend yourself."

Will's face drops. He stares at Mike while his mom, Jonathan, Nancy, Murray, and Hopper rush over to them. Although he knows Mike screwed with him, and he's still pissed about it, something in Mike's eyes send a wave of guilt through Will.

"What happened?" Hopper asks, looking at the burst lights and the glass shards littering the ground. Will's stomach tightens as the fact dawns on him that he'd done that. He sent a wave of glass showering onto his friends, and all he thought about when he did it was how angry he was at Mike.

"The lights exploded," Lucas explains.

"How?" Nancy asks. She looks to Will. "The Mind Flayer, do you sense it?"

Will shakes his head, but Joyce takes his face in her hands. "Will, are you okay? You're bleeding."

"Oh, yes, fine." He rubs the blood off from under his nose.

"He just got cut on the glass, Mrs. Byers," Max says quickly. Will sends her a look of thanks but falters when Jonathan spots it. Jonathan raises an eyebrow at him.

"It's nothing," he mouths, but Jonathan glances at Max, Mike, and him, unconvinced.

Nancy stares at the ceiling. "I think we should leave soon."

Everyone murmurs agreement and scatters to gather everything else they need. Joyce turns to Will, his hands in hers. "Before you go, I need you to remember to be careful, and make sure you stay with Jonathan in case anything happens."

"I..." He pauses. "I thought you were coming with us?"

She squeezes his hands. "I need to go with Hopper and Murray to close the gate. We need to get rid of this thing, once and for all."

Will shakes his head. "No, Mom, I can't go to Illinois if you're here."

"Sweetie, you have to. I need you to. You and your brother mean the world to me. You two are the best things in my life," Joyce says with a tender smile. "If anything were to happen to you-"

"Nothing's going to happen to us, Mom, but... but when are you going to come back? What if something happens to you down there?"

"Listen to me, I need to end this, but I will be back before you know it, okay?"

"I don't know, Mom."

"No, listen. You're gonna be safe there. It's – it's far away from all this. You just stick close to your brother and – and do whatever he says. No matter what. Okay?"

"I'm not worried about me, Mom, I'm worried about you."

"Oh, honey, I'm gonna be fine. Okay? I'm gonna be fine." She pulls Will into a tight hug, squeezing him close.

"Okay, Mom," he says, smiling though his lungs are being suffocated by the hug. "Okay, Mom. That's enough."

"I'm gonna be fine."

"Okay," he chokes out. "Mom, I can't breathe. You're suffocating me."

"I love you, Will."

"I love you, too, Mom, but please, I can't breathe." Once he escapes his mom's grip, he goes over to his brother and Nancy who are listening to Murray finish explaining how to get into his house. Murray hands Nancy the keys and rushes off to gather his maps.

When Jonathan sees Will, he pulls him into a hug. "Hey, bud. How are you holding up?"

He shrugs. "I'm okay. You?"

"We're alright." Jonathan looks to Nancy who's flipping through the keys to Murray's house. "We've been to his house before, so it's not going to be too hard getting there."

"Mom said she's not coming with us."

Worry flashes over Jonathan's face, but it dissipates after a second. "Should've seen that coming. She just wants to get rid of that thing and keep you safe."

"I'm not defenseless, Jonathan. I can keep myself safe."

"I know that, but you don't have to. Will-" He takes his younger brother by the shoulders. "All we have to worry about now is getting El far away from here and letting Mom and Hopper and Murray close the gate. We'll all be fine, so you won't have to worry about keeping yourself safe."

"You're right, you're right." Sighing, Will looks across the court to where Mike and Max are helping El to her feet.

"You're sure you're alright, bud?" Jonathan asks.

Will nods. "Yeah, of course."

"We should go," Nancy says, stuffing Murray's keys in her pocket. She, Will, and Jonathan follow Mike, El, Max, and Lucas away from the food court and outside to the station wagon. Mike and Max help El inside the back before Max hops into the seat to the left of Will. Nancy puts the keys in the ignition. The engine sputters.

"What's wrong?" Jonathan asks.

"I don't..." Nancy tries the engine again with no luck. "I don't know." The engine continues to sputter. "You can't be serious. Come on!"

"Didn't your mom just buy this car?" Lucas asks.

"Yes. I'm sure it's fine."

Will sits forward. "Did it get hit when the Russians were shooting at us?"

"No."

"Do we have gas?" Lucas asks.

"Yes!" Nancy yells, turning the keys harder in the ignition. "Come on!"

"Whoa, whoa, whoa!" Jonathan puts a hand on her arm. "Just stop, stop! Pop the hood." He hops out of the car and to the front, opening the hood. Nancy gets out and joins him.

"Do you think everything's okay?" Max murmurs right as they're all hit by a light glaring from the other end of the parking lot. They squint through it as a car revs its engine. Billy's car.

Will jumps when Nancy appears at the window, smacking her hand against it. "Back in the mall!" She yanks the door open, gesturing everyone out. "Back in the mall! Go! Go, go, go!"

Heart pounding, stomach churning, Will barrels out behind Lucas. Behind them, Mike, Jonathan, and Max help El out of the car. "Be careful!" Mike says. Will rushes ahead of them with Lucas and Nancy, yanking open the mall doors.

"Go! Go!"

They rush into the mall as Billy continues to rev his car engine.