Note

This fanfiction is AU, so here are the following:

No Eleven or Upside Down

No Jonathan Byers x Nancy Wheeler

Ted and Karen get divorced, so Karen and Billy Hargrove become together

Mike and Nancy are estranged siblings

Main couples: Mike x Will, Steve x Nancy

Contains gay sex, underage sex, teen pregnancy and nudity.

Chapter 1: Will Byers/Mike Wheeler-1

Hawkins, 6 November 1983.

"Thank you for the casserole, Mrs. Wheeler." Will spoke to Karen Wheeler as the two boys finished their dinner.

"Yes, mum. It was great." Mike added, though he didn't like his mother's casserole at all. It wasn't that Mike didn't like Karen's cooking, it's just he doesn't like casserole at all.

"You welcome, lads. Glad that you liked it." Karen genuinely smiled, despite the presence and annoyed glare of her husband Ted Wheeler. The reason for his display of emotions was that much to his annoyance, it was casserole for dinner, even though they had his beloved chicken many times before.

"Well, I think we shall go to the basement then." Mike spoke after a short silence. "See you tomorrow."

With that, he grabbed Will's arm and pulled the 12-year-old Byers boy with him out of the dining room and down into the basement of the Wheeler residence. Mike then closed the door before returning to Will as he sat on the large couch. The basement was large, and aside from the washing machine and an extra bathroom, it was filled with the stuff belonging to the two boys; comic books, D&D books and sets, Will's sketchpad and pencil case, a radio and a large couch covered in a large blanket with two pillows for the two boys to sleep as Will came for a sleepover.

"So, would you like to watch something?" Mike asked as they sat there in silence after taking off their clothes, leaving them in white underwear.

"Um... yeah." Will answered, obviously distracted. "How about Dark Crystal?"

"Not a problem." Mike answered, smiling and with that he went for the VHS before putting it into the player and turning on the television. Initially, it was located in the living room of the Wheeler house, until Ted both a new one, so they allowed Mike to have it in the basement to watch movies or shows with his three friends.

Sometime later, as the screen was filled with Gelfling Jen and the Skeksis, Mike noticed that Will was barely watching, concentrating mostly on his sketchpad, drawing something. Since Will sat on the other side of the couch, with a package of crisps between them, Mike wasn't able to see what was it.

"What are you drawing?" Mike asked out of curiosity. He was even more curious when Will suddenly panicked by his simple question.

"Um... nothing special, just a caricature, rubbish."

"Okay." Mike nodded, deciding not to press the matter. However, he found the situation even more weird when suddenly Will groaned in pain and frustration before dashing into the bathroom. Taking some of the crisps to eat, Mike opened Will's sketchpad and froze as he saw what Will was drying. It was a picture of him being naked.

Shocked from this revelation, Mike didn't notice Will coming out of the bathroom, immediately seeing that his best friend saw the unfinished picture.

"Mike..."

"Um, Will" Mike spoke. "Sorry, I'm so sorry. I was just curious and decided to take a look."

What happened next was that Will once again dashed into the bathroom, locking himself. Mike tried to open it, but it was obviously useless, so he began knocking.

"Will. Will, please open the door." Mike pleaded. "I just want to talk."

There was no reply.

"I know you are embarrassed, but I'm not mad at you. In fact, I like the drawing, it's wonderful."

"I haven't finished it yet." Will finally answered. "The only thing I didn't draw yet is the... the penis. I don't know how you're penis looks like."

"Okay, thank you." Mike responded, obviously feeling awkward. "Why don't you look at yours?"

"Cause it is small and ugly." Will answered, on the verge of crying.

"Will, please open the door." Mike told him. This time, the 12-year-old Byers boy opened the door and came out.

"What makes you think it is ugly?" Mike asked. Will however, didn't answer, blushing while tears began streaming down his face.

"Hey, hey. Come here." Mike whispered and pulled Will into a hug.

"Shhh." Mike cooed him. "I don't think it is ugly or small. Let me see it."

"W-what?"

"Come out, show it." Mike said. Will hesitated, so Mike came up with an alternative.

"How about this," he began proposing. "I will take off my underwear and show you mine, so you can sketch it, then you can show yours."

Before Will could react, Mike pulled his own white underwear down and took it off, now being fully naked. Mike smiled as he Will's mouth opening in awe. After some time, Mike finally asked his best friend.

"So, are you going to draw it?"

"Oh, yes." Will answered as he was brought back to reality. He took the sketchpad with the picture of Mike and sat on the couch. Trying to concentrate, Will began drawing Mike's manhood on the portrait. After some time, Will was finished as the naked Mike Wheeler was displayed on his sketchpad.

"Can I see?" Mike asked. At first reluctant, Will gave the sketchpad to his friend, who was impressed by it.

"Now it's your turn." Mike then said.

"What?"

"Your turn to take off your underwear." Mike answered. Will gulped, but nevertheless took off his underwear when Mike tried to do that himself.

"It's..." Will was about to argue again.

"Beautiful." Mike suddenly finished for him, surprising Will.

"You're just saying that because I'm your friend." Will stated.

"No, I'm not." Mike protested and touched the boy's manhood, causing Will to whimper in reaction. Mike looked at the cock for a few minutes, obviously infatuated with it. After some thinking, Mike made a small kiss on the Will's cock. Will whimpered and moaned in response as Mike then began massaging his throbbing cock.

"Mmmm... M-Mike!" Will slowly let out.

"You've been doing it too, aren't you?" Mike Wheeler asked him. Will's cheeks blushed.

"Don't worry. I... I do it." Mike admitted with some embarrassment. Like any boy of his age, Mike needed to jerk off. With a stay-at-home mother and his two sisters, Mike Wheeler rarely had any privacy, so when it came to masturbating, he did it during shower or at night in the basement. He began doing it frequently to let out his sexual frustration. As he and his friends entered puberty, some were starting to get interested into girls. Mike tried to find one, but all the girls in Hawkins usually preferred boys like Troy, not nerds like him or Will.

"Oohh M-i-i-key." Will slowly let out again, with a sign of desire, as Mike continued to pleasure him.

"Mi-ikey" he puffed. The naked boy quiet let out another small moan, and softly arched his back as Mike continued to play with his manhood. His hot, slick penis creating small jolts of immense pleasure as he rubbed it.

"You think about me when you jerk off?" Mike asked, taking a guess.

"Y-y-yes!" Will stammered, slightly louder.

"...Aah!" he meekly exclaimed as his body began to tense and his back to arch further with a wave of pleasure.

"Aaaah!" he yelled out, having no qualms about being quiet, as his cries became louder.

"Oh Mikey yes!" the naked boy cried out as Mike rubbed harder and harder until he fired a burst of cum.

Mike smiled as he panted, however, he was shocked to see when Will began crying. He immediately pulled the naked Will into a hug.

"Will, what's wrong?" he asked concerned. "Was it terrible?"

"No, it was wonderful." Will answered, sobbing. "It's just you now know."

"Know what?"

"That I think about you." Will told him. "Troy is right, I... I am a faggot. I like you. Now you hate me for that."

Will then released himself from the hug and was about to leave, forgetting that he was naked as the day he was born, when suddenly an equally naked Mike grabbed his arm, pulling him back and pressing their lips together.

At first shocked, Will eventually deepened the kiss.

"I think I love you too." Mike answered as he realized that it was true. Wrapping their arms around each other, the two naked 12-year-old boys shared another kiss as they made their way to the couch. Both Mike and Will felt their manhoods rubbing against each other. Mike knew that he wanted to do it.

"Will, I think I wanna to... do you wanna?"

"Yes, Mike. Please." Will begged as he knew what Mike meant. Smiling, Mike grabbed Will and turned his body around so that Byers could lie on his chest.

"Though, I never had sex before, with anyone." Will told him.

"Neither did I, but we could try." Mike answered, smiling. Holding Will's waist, Mike rubbed his cock before inserting it into Will's ass.

"Aaah!" Will cried loudly once Mike entered him.

"Are you alright?" Mike asked, kissing the boy's back.

"It's so good..." Will moaned before Mike began thrusting inside him.

"Oh fuck, fuck me Mikey!" Will moaned as Mike began increasing his pace, also moaning.

"Yes! Yes! Mike, fuck!" the nude Will screamed in pleasure.

"Will... Will, I'm gonna cum..." Mike moaned.

"Yeah... cum inside me, Mike... cum inside..." Will panted. Mike kept thrusting inside of Will's ass, their naked bodies covered in sweat.

"Fuck... I'm cumming..." Mike moaned before his dick erupted cum inside Will, causing Will to cry in pain and pleasure. The two naked 12-year-old boys then embraced once Mike took his cock out of Will. They started making out again before covering themselves with a blanket.

"I love you, Will." Mike told him.

"I love you too, Mike." Will replied. The two went for a French kiss, their lips touching each other before falling asleep, embracing each other and fully naked.