The next morning, Faye wakes up early and can't get back to sleep, so she decides to get out of the house for a while. It's barely light outside, and the sky is a creamy pink color - like an overripe peach about to split - but she feels restless, and maybe the fresh air will clear her head. Besides, after last night, Faye is determined to avoid running into her mom. At least until she's figured out what to do about the Billy situation - the thought of which still sends shudders racing up her spine.

As she creeps downstairs (hopping over the creaky step three from the bottom - a tip she learned from Nancy), Faye wonders whether it's too early to bike to Will's house. Melvald's General Store where Ms. Byers works opens at 7AM, so she'd be gone by the time Faye got there - and Jonathan has that summer internship with Nancy at the Hawkins Post. Which means she could tell Will what she saw without the risk of anyone overhearing. Just as Faye is heading to the garage to retrieve her bike, a thought enters her mind that halts her mid-step.

Maybe she shouldn't be going to Will's house, maybe she should go to Max's house first. Billy is Max's brother after all, and if word gets out that he's been having an affair with a married woman twice his age, God knows what it will do to Max's home life. From what little she's told the group, Max's step-father (Billy's dad) has an even nastier temper than his son; and Faye is willing to bet he wouldn't take kindly to his family being involved in a scandal like that in a small town like Hawkins. If the situation were reversed, Faye would want Max to come to her, so it's only fair she does the same.

With her mind made up, Faye goes to open the front door when Mike thunders down the stairs, still in his pajamas, and leaps in front of her. "Where are you going?"

Faye jumps back, startled by his sudden appearance. "To Max's - not that it's any of your business. What's wrong with you?"

Ignoring the question, Mike fixes her with an expression of urgency. "If you see El, our Nana is sick."

"What?"

He speaks in a slow voice, as if addressing a child. "If you see El and she asks, tell her that Nana is sick and I'm spending the day with her."

"Is Nana sick?"

"No."

Faye narrows her eyes in suspicion. "So you're asking me to lie?"

A flicker of pain passes over Mike's face. "There's a good reason, I promise-"

"I don't care," Faye interrupts, trying to step around him. "If you want to lie to El that's on you, but don't get me involved."

Mike puts his hands together pleadingly. "Just do it! As a favor to me."

"Oh now you want me to do you a favor after you slammed the door in my face last night?" Faye snaps.

"I'm sorry! I was in a bad mood-"

"No shit." Faye reaches past him to clutch at the handle, but Mike grabs her wrists. They struggle against each other; Faye yanking her arms free of Mike's hold, only for him to catch them again before she can get to the door.

"Goddammit, let go of me!"

"Just say you'll tell her!"

"No!"

"Please!"

Eventually, Faye has no option but to resort to dirty tactics and bites down hard on Mike's hand. A stream of expletives fly from his mouth as Mike releases his grip on Faye's arms, which gives her just enough time to slip out the front door and pull it shut behind her. Huffing in exasperation, Faye straightens out her rumpled clothes and wonders what the hell has gotten into her brother lately. If she didn't have somewhere important to be (and if Mike hadn't just attacked her for no good reason), she might have gone back inside and tried to talk to him. As it is, Faye has her own problems to deal with, and she's just about to set off for Max's house when a bell chimes and none other than Will cycles up to the driveway.

"Hey!" Faye exclaims in surprise. "What're you doing here so early?"

"Thought I'd better leave plenty of time to set up," says Will as he dismounts his bike, grinning broadly.

Faye blinks at him. "Huh?"

"D&D! I told you last night about the campaign I've been working on."

It's only now that Faye registers the large box Will is carrying, which appears to be full of props.

"Oh, right." Faye had completely forgotten about D&D. "Why don't you guys start without me. I have to go see Max."

Will's smile falters. "Can't you see her another time? We're supposed to be cheering up Dustin, remember?"

"I know, but this is really important."

Faye so badly wants to tell him - the words feel as if they're burning a hole through her tongue. She wants Will to wrap his arms around her and say that they'll figure it out, that everything will be okay, because if Will says so then it must be true. But she promised herself she would tell Max first.

"I'll explain everything later."

The frown that settles on Will's face is halfway between confusion and concern, but in the end he just shrugs. "Okay."

"Thank you," says Faye, squeezing his hand gratefully.

"I'll save the good quests for when you get back."

Faye smiles and leans in to press her lips against his in a brief but heartfelt kiss, then hurries down the drive before there are any more distractions.

Max's house is off Old Cherry Road, which is roughly a 20 minute walk from the Wheeler residence. Despite the early hour (although the pink sky has now bleached into a crisp blue), there's a fair amount of traffic on the roads, and Faye passes several groups laden with beach towels and inflatable rings on their way to the pool. No sooner does the observation enter her mind does it transform into an image of Billy in his red swimming shorts and Mrs. Wheeler giggling and leaning into his body-

"Ugh!" Faye cries, shaking her head in disgust. "Go away!"

An old woman tending to her garden looks up in alarm at Faye's outburst, water sloshing wildly from her watering can. Faye flushes and turns hastily into the next street, willing the image out of her head. Sure, she can control other people's minds - but she can't stop her own mind from conjuring up horrors like that. Some superpower...

By the time Faye reaches Max's neighborhood, she still has no idea what she's going to say. 'Hey Max, what's up? Just dropped by to let you know that your brother is going at it with my mom.' It suddenly dawns on Faye that Max might not want to hear what she has to say. What if she doesn't believe her? What if she gets angry, or upset? Or worse, what if it makes things really awkward between them and Max doesn't want to be her friend anymore? Perhaps Faye should have thought this through properly instead of racing straight over here... Perhaps she should have told Will first after all, since he's the voice of reason in the group. Perhaps-

"Faye?"

Faye nearly jumps out of her skin. Up ahead, Max is outside with her skateboard (which Faye should have anticipated) and now she's coming over. Shit shit shit!

"Hi!" Faye squeaks as Max rolls up beside her.

"Hey!" Max beams, flipping the skateboard into her hand with a single movement. "What're you doing here?"

Come on, Faye. Words. "Uhh, I uhhh was just in the neighborhood."

"Oh, how come? You live right across town," Max points out.

Faye mentally facepalms. "I just... felt like going for a walk"

Max gives her a strange look. "Okay. Is everything alright? You seem... weird."

Taking a deep breath, Faye decides the best thing to do is cut to the chase. There's no good way to say it, so she might as well just get it over with. "Well, actually no. I need to tell you something-"

"Hi."

Faye and Max turn around in surprise. "El?"

El is standing behind them, having seemingly materialised out of nowhere. Faye is so thrown by the sight of her that it takes a moment to notice the way El's shoulders are hunched, and the nervous hesitation in her voice. "Can we talk?"

"You as well? What am I missing here?" Max asks, glancing between Faye and El.

Ten minutes later, all three girls are in Max's bedroom; Faye and El perched on the edge of the bed, and Max pacing thoughtfully in front of them. It turns out Mike's weird behaviour the last couple of days wasn't Faye's imagination. She and Max listen intently while El recounts how one minute everything was normal, and now she feels like Mike is avoiding her. Faye finds this difficult to believe, given they've spent the past six months attached at the hip - or the mouth, more accurately.

"So what, he just blew you off?" asks Max.

"He says his nana is sick," El replies, turning to Faye. "Is she?"

El and Max look at her expectantly while Faye's moral compass spins itself into a frenzy - does she snitch on her brother, or lie to her friend? Mike didn't even tell her why he's pretending Nana is sick; if he really wanted Faye to cover for him, he should have at least offered an explanation. More to the point, Faye doesn't think she could bring herself to lie to El, even if there is a good reason.

"No, she's not."

El's face falls. "Then... he lied."

"But why would he do that?" Faye wonders.

"Because he's a piece of shit."

The others glance at Max in shock. "No offence, I know he's your brother," Max continues. "But first he lies then he blows El off? That's bullshit."

Faye shakes her head. "I just don't get why he would lie."

"He's probably goofing off with the guys. I guarantee you him and Lucas are playing Atari right now!" Max insists.

"But friends don't lie," says El.

Max grimaces. "Yeah well, boyfriends lie. All the time."

"Will doesn't."

Faye meets Max's gaze defiantly, even when the redhead raises her eyebrows in challenge. "I know Will's a nice guy, but he's still a guy. He's probably just better at hiding it than Mike or Lucas."

It's not a pleasant thought, but the matter-of-factness of Max's tone chases Faye's objection back down her throat.

"So, should I call him?" El asks.

Faye and Max answer at the same time.

"Yes."

"No."

They swing around to face each other.

"She can't let him get away with lying! She should call and demand he tell her the truth," Faye reasons.

Max waves this off. "I've tried that before with Lucas, he'll just lie more to get out of it. There's only one way to handle this - do nothing."

A bemused silence lingers in the wake of this announcement. Moving to sit between them on the bed, Max begins listing off points on her fingers. "You don't call Mike, you don't see him, you don't even think about him. As far as you're concerned, he doesn't exist."

"Doesn't exist?" El repeats, sounding unsure.

Max nods. "He treated you like garbage! You should treat him like garbage - give him a taste of his own medicine."

Faye doesn't understand the logic behind this - Mike and El can't just ignore each other forever. When she and Mike fight, there's usually lots of yelling, swearing and door slamming until their mom breaks it up, but a few hours later they'll be watching TV together like nothing happened. Then again, brother-sister fights are different to boyfriend-girlfriend fights, and Faye has never fought with Will so she can't really comment. Whereas Max and Lucas fight all the time, so it stands to reason that Max knows more on the subject.

"There's more to life than stupid boys you know. Speaking of..." Max angles herself towards Faye. "What was it you wanted to tell me earlier?"

Faye's stomach sinks. There's no use putting it off any longer. "Well... okay, don't hate me, but last night I caught my mom sneaking out of the house, and I figured something weird was going on. So I read her mind and..."

Max stares at her and Faye can see the growing apprehension in her eyes.

"...I think she's having an affair with Billy."

"What?!" Max exclaims, her eyebrows flying into her hair.

"You think or you know?" El asks.

Reluctantly, Faye recounts every detail of her vision from the night before while Max and El listen in stunned silence. When she's finished, Max just gazes blankly at the floor. "I don't even know what to say. I can't believe he would do that. Well, actually I can but I didn't think he would - not with my friend's mom."

"I don't know what to do," Faye says anxiously. "Should we tell someone? Should we confront them?"

Max gets to her feet and begins pacing again. "Okay, let's think about this. You didn't actually see them..." she trails off, her face twisting in revulsion. "...together."

"No!" Faye shrieks, suddenly thankful she skipped breakfast this morning - otherwise it would have certainly made a re-appearance just now.

"Then maybe it's not an affair. Maybe it was just a one-time thing?" Max suggests. "That's usually how Billy's dates go, anyway."

Faye hadn't considered this. Somehow, the idea of it being just a one-off (while still gross) wasn't nearly as bad as a full-blown affair. Maybe her mom changed her mind, and that's why she didn't go out last night after all?

"Hop says grown-ups can make mistakes too," El states.

"Maybe you're right," Faye admits.

Max nods. "I don't think your mom would be stupid enough to have an affair with someone like Billy. Maybe it was just, what is it my mom calls it? A mid-life crisis?"

Faye lets this all sink in, and the more she thinks about it the more it makes sense. The ache of worry clamped around her chest seems to suddenly loosen - like a padlock springing open - and she sighs in relief. Whatever her mom's reasons were for meeting up with Billy, Faye doesn't need nor want to know. As long as it was just a one-off, it will do more harm than good to blab about it. In the grand scheme of things, after everything that's already happened - what's one more secret to keep?

"Come on," Max announces, grabbing Faye and El's hands and pulling them up. "We're going out."

"Where?" Faye asks.

"After that conversation, I think we all need a little retail therapy."

El frowns. "Retail therapy?"

Max laughs as she leads them out the door. "Shopping of course!"