"How does this one work with 'quadratic formula'?" El asked, clutching her pencil in frustration and staring at her math worksheet.

"The quadratic formula is…" Elliott scooted in and scratched down the numbers neatly at the top of her sheet. "…right here. You are so close, El. Remember the last problem? It's the exact same thing, we just need to rearrange the formula, so it looks like a quadratic."

Will tuned out listening to the specific words of his sister and his crush going over homework on the other side of the room, and instead basked in the sweetness of Elliott's voice in general. He was sketching the other boy's face unconsciously, taking secret peeks over to try and get all the details right. He'd been working on this sketch for a whole week, wanting it to be perfect down to the last detail, and he was finally close to finished.

Suddenly, his mom and Hopper walked in. Will shut his book quickly and hoped that his mom hadn't noticed the suspicious behavior. Fortunately, her eyes were glued to Hop and she was laughing at something he had just said. Will took the moment to stuff the book back into his bookbag and zip it shut.

"Hey, how's math going?" Joyce asked warmly, she and Hop moving to gather around the living room couch.

Elliott returned her warm smile graciously. "El is catching up excellently. She is pretty brilliant, Joyce. We are actually a lesson ahead right now."

Eleven looked scandalized, swatting his arm. "We are ahead? You mean we could have been done already?"

Elliott chuckled. "Sorry, sorry, you were just doing such a great job! I didn't want to mess with your flow."

Joyce and Hopper beamed at Eleven. "You really are brilliant, El. I can't believe how quickly you soak everything up." Hopper chose his words carefully. Elliott didn't know anything about Eleven's past, or anything about the upside down. He only knew that she was Hopper's adopted daughter, new in classes like him, and that she needed some extra tutoring help.

"And special thanks to you, Elliott. Thanks for all your help these past few months." Joyce praised the boy warmly.

Elliott beamed bashfully and nodded. "It has been my pleasure."

Hopper clapped his hands together. "Well, El, we should be heading over to your appointment now." He tousled her hair affectionately, which she begrudgingly allowed, and then he looked to Joyce. "Were you going to head into town to grab some groceries? I can run to get them for you if you want?"

Will smiled. Hopper had grown into such an excellent father to Eleven and a boyfriend for his mom. Joyce too smiled and said, "Oh no, I don't want to worry you with that. Plus, I need to give Elliott a ride home."

Elliott piped in now, "Actually, Ms. Byers-"

"For the hundredth time sweet boy, please call me Joyce!" Joyce smirked at Elliott's ingrained manners.

"Joyce, I was thinking about maybe sticking around for a bit? I brought Superman over as a surprise and thought we could all three watch it after tutoring."

Will's ears perked.

El huffed and deflated. "Oh no, I have to go to my appointment. H- Dad, can I pleeeeease skip, just today?"

Hop bristled at her near name mistake and shook his head. "No way, my girl, this is an appointment we cannot miss."

Will could tell this was a special appointment, part of the contract Hop made with the government when he could adopt El. They really couldn't miss it then.

Joyce came to the rescue. "Hey, how about you kids have a movie night here this weekend? I'll buy Joe's Pizza for anyone who can make it." El seemed satisfied with that and began packing up her things. "But Elliott, you're free to stick around and watch the movie with Will, if you'd like?

Elliott turned and made eye contact with Will suddenly. "Will?" He asked.

Will stood up and nodded vigorously. "Yes, yes, that sounds fun." Elliott grinned.

Joyce clapped her hands. "Great! Hop, El, I'll follow you out and get those groceries. Will, Elliott, make sure to let Jonathan know if you are heading outside for anything. Stick in the area though, it's too late for you to head over to Mike's." Will groaned internally at his mom treating him like a little kid in front of Elliott but bit his tongue. He knew it was only because she cared.

"Okay Mom, sounds good," Joyce smiled and followed Hop and El outside, the three calling final goodbyes as the door shut behind them. This left Will and Elliott. Alone. Well, alone in the living room with Jonathan and Nancy kissing in his bedroom.

Elliott looked sneakily at Will and brandished the VHS tape. "Superman?" Will nodded gleefully.

The movie was great, but by the end, the boys were getting antsy. For Will, it was because he had just spent the last two hours wedged in next to his crush, unable to make any move. Will had to tear himself from sneaking glances at Elliott's sweet face the entire film, and he was filled with nervous energy. As for Elliott, Will had learned over the last couple months that he was ALWAYS filled with energy, and always wanting to move. The party joked that this was why he was such a good runner. So, it was no surprise when Elliott whispered conspiratorially, "Hey, Byers? Think you can beat me in a race?"

He waggled his eyebrows and Will snickered. "Um, Elliott, I KNOW that I can't beat you. You are literally our best varsity cross country runner, and I am… well, me."

Elliott laughed and then pouted, biting his lip in the way he always did when he was plotting. "But I am sooooo antsy! What if I gave you a head start?"

Will sighed. He didn't want Elliott to be bored, but he also did not want to make a fool of himself in front of his new friend.

"My mom said not to go too far…"

"We don't have to go far at all! Promise. Let's race on that big road by your place. What's that funny name you call it again?"

Will shuddered a little but kept a straight face. "Mirkwood."

"Yeah! That one. I'll give you a head start, and we'll run to that stop sign up that road. We can even play for next month's edition of Superman."

Will paused. It might be fun. A new way to connect with him… "Fiiiiine. We can race. But don't be upset when I am no competition at all, even with a head start."

Elliott literally leaped for joy, much to Will's enjoyment. Before heading out, Will peeked his head into his brother's room, earning him a prompt pillow to the face, causing his "I'm going out" to turn into "I'm garbing art!" This earned another laugh from Elliott, and Will's stomach flipped joyfully. "We'll be back in five minutes!" Will called through the closed door.

"Let's go," Elliott had his shoes on already. "I'll count to thirty, and then try to catch you."

Will gulped. "Well, catch me if you can," he feigned confidence.

The two opened the door and Will stationed himself in a playful starting pose.

Elliott smirked. "Okay Byers, THREE, TWO, ONE, GO!" Will took off down his driveway toward Mirkwood.

It didn't take long for Elliott to catch up once Will got going. He was a cross country champ, after all. As he passed Will, he cheered and brushed his hand along Will's shoulder. Will nearly tripped at the physical contact, and sped up, trying to at least stay close to Elliott. They weren't far from the sign at this point.

Will's skinny legs pounded the pavement of Mirkwood. The adrenaline running gave him never quite tasted the same after the events of the past few years, but this time, it was sweeter. The curly locks of the figure in front of him bounced almost teasingly as Will struggled to catch up to his new friend.

Finally, Elliott halted at the stop sign at the end of the street and a sweet, silly, snorting giggle poured of his mouth. "BEAT YOU!" Elliott beamed, arms swinging up in a celebratory whoop!

Will bounded the last few yards and crashed into him, toppling them over into the grassy clearing on the side of the road. Will snickered and scrunched his eyes in bemusement and a tiny bit of pain as they rolled in the dirt together.

Elliott draped an arm over Will's chest (and Will's throat caught as pink began creeping to his cheeks). "You owe me next month's edition, Byers." Elliott's bright blue eyes sparkled, his delicate frame silhouetted by the burning, setting sun.

Will's breath hitched further in his chest. "S-sure thing," he stuttered, eyes shining and a smile twitching across his lips. Will watched intently as Elliott's eyes drifted from his eyes to slightly lower on Will's face. Is he… is he looking at my lips?

There was something different about Elliott's eyes now. Will couldn't quite make it out. The silliness was gone, and it was replaced with something darker… for a moment, Will's stomach flipped and he rushed to the memories of bullies glaring at him with their dark, beady eyes. Elliott's eyes weren't dark like that. They were softer. But there was a twitch of fear knitted in his brow. Confusion maybe. Nervousness.

Will jolted a bit. The look in Elliott's eyes was the same look that Will had seen countless times in Mike's as he stared at Eleven, the look that Will had stared at Mike with for years before slowly and silently moving on as his relationship with Eleven grew under his mom and Hopper's budding romance.

Will realized he too had been staring and broke out his reverie as Elliott bit his lip nervously. Now it was Will's turn for his eyes to dip down to his friend's lips. He thought to himself, No way. There is no way that Elliott would like me like that, no way that sweet, goofy, funny, new kid Elliott could ever be… like me. But here they were, lying side by side, Elliott propped up on his shoulder, arm draped lightly on Will's beating chest, eyes locked.

Elliott gulped and fidgeted, and Will tried to decide whether to pull away. Realizing he had been silent for quite a while now, Will stammered out, "Has it been a good day for you?"

Elliott's lips quirked into a bemused smile, and he began to shift away from Will, looking up at the sky instead. No, don't go away… Will's mind called out silently. They were still close enough to feel each other's warmth, however, and Will felt himself inclining naturally to Elliott's body. Elliott whispered, eyes wandering the setting sun, something Will knew he always did, "It has been… the best and worst day of my life." Will startled, and jumped up a bit, looking at Elliott's dark smile. Have I made it the worst? Am I being too clingy? Annoying? Am I too close to him right now? Before Will could speak, however, Elliott continued, "It has been the best day because I could spend it with you. I can't believe I met you when I came to Hawkins. I didn't know someone so sweet, smart, talented, and fun existed. Someone nerdy like me, someone who I can talk to. It has been the best day, because I could be by your side. But it has been the worst day, because the whole time I've been with you, I have wanted to say something, and I have had to keep it in, because I am so, so scared."

Will's eyes widened, and he opened his mouth a bit to squeak something out, but before he could, Elliott's face steeled over in courage, and he flipped over onto Will and pressed his lips to him. Will's brain short-circuited. Elliott's lips were perfect and soft and kissed him so gently that Will had to keep telling himself that this was real. Will slowly melted into the kiss and brought one hand lightly to Elliott's cheek. Before long, the two broke apart. Will's eyes widened and he stared at Elliott, who blushed and looked down at his lap.

"Elliott…" Will whispered.

"Will, I am so sorry, I didn't mean to spring that on you," Elliott stammered, cheeks reddening.

"No, Ell, I… I am so happy you, uh, did that. I have been wanting to do that for a while." Will looked deeply at Elliott.

"You called me Ell." Elliott smirked. "Like your sister."

Will blushed burgundy. "Oh my god, no, not like that. I just… want a nickname for you. I definitely don't think of you like my sister." Elliott laughed and Will's heart panged at the lovely sound. He could listen to that all day.

"Okay, okay Byers. If you don't think of me as your sister, who do you think of me as?" Elliott's eyes shifted from silly to vulnerable.

Will's breath hitched. "I think… I think of you… I mean. I like you, like… I want you to be - I want us to be, I - what I mean is, I want you to be… my…

"Boyfriend." Will's heart melted as Elliott said it at the same time he did.

"You really do? Because… that's what I want, too." Elliott smiled.

Will felt a surge of boldness and ran with it, hands grabbing Ell's face again and crashing their lips together. They kissed for a few moments, and when their lips parted, Will whispered, "Ell - will you be my boyfriend?"

Elliott squealed a little and nodded, before his eyes glassed over a bit. "Yes. Yes, Will, I want that so badly. But…"

"But your dad." Will's eyes fell. "Does he know that you… I mean, the way he acted at your meet?"

Elliott looked down. "Long story. He, uh, he kind of knows. And he is not okay with it."

Will was beginning to connect some dots but not all of them, and he still had many questions. However, he let it go for now and simply nodded in understanding. "My, uh, my dad used to call me a fairy and a fag all the time. He was a piece of shit. Back then, he just thought I was too sensitive. Who knew he'd end up right?" Will smiled ruefully.

"Yeah." Ell's eyes welled up. "I mean, my answer is yes. All I want is to be your boyfriend. But I don't know who we could tell. Who we can trust. Definitely not my family, or your dad. And I don't know our friends or the rest of your family well enough to know what they would say. I just - don't want you to get hurt."

Will shook his head, "I am terrified of telling anyone too. Maybe we can figure that out together. Right now, we can just… be us?"

Ell nodded, fear abated for a moment. Will's heart melted at the sight. Ell's warm body shifted and he kissed Will again. But this time, he climbed on top of the slighter boy, legs wrapping around Will's waist. Will couldn't believe any of this. How did he get here? He really didn't know. What he did know was that he never wanted to leave.