It's strange for the doorbell to ring in the middle of the day.

Karen Wheeler hums curiously as she folds over the page of her novel and goes to answer it. When she opens the door, the visitor's identity draws a gasp from her lips.

"Billy..."

Billy flashes his set of perfect white teeth. "Hi Karen."

The fact he doesn't call her 'Mrs. Wheeler' only heightens her discomfort. "Um... this isn't a good time-"

"I won't stay long," Billy interrupts in his velvet purr. "I just wanted to apologise for my rudeness at the pool. I understand why you didn't show up for the... swimming lessons."

Heat floods her cheeks as Karen's stomach squirms with guilt. Even though she didn't go through with it in the end, she came very close to cheating on her husband - and that's enough to make her feel deeply ashamed. She wanted to... she intended to. It was only a last-minute change of heart that stopped her going to that motel. The thought of her children finding out that their mother is unfaithful is more than she can bear.

"I was going to, but then I just..." Karen summons her resolve and looks Billy straight in the eye. "I have a family."

Billy's grin widens. "It's okay, I get it. They're very lucky to have you." He holds out his hand. "No hard feelings?"

Karen hesitates, staring at his outstretched fingers. Something tells her she should just close the door, but that would be impolite. Forcing a smile, she reaches out to take Billy's hand. The instant her skin touches his, she immediately recoils.

"Oh my God, Billy you're so cold-"

Billy's hand clamps down on her arm as something hard strikes the back of her head.


The color drains from Mike's face as he processes the words. "You're screwing with me."

It's both an accusation and a plea, but Faye can only shake her head.

Mike's disbelief quickly boils over into anger. "Why didn't you tell me?"

"I tried but you slammed the door in my face, remember?" says Faye.

"So?!" Mike bites, leaping to his feet. "How was I supposed to know - I was just in a shitty mood! You should've told me anyway! How could you keep something like this from me?"

Faye has been keeping her temper in check, but this pushes her over the edge. "You've been in a shitty mood with me for months Mike! Every time I try and talk to you it's like walking on eggshells and I'm sick of it!"

"That's not true-"

"Yes it is!" Faye snaps.

Mike doesn't back down. "Well even if it is, that's no excuse not to tell me that our mom is having an affair! With Billy!"

"We don't think it's an affair," Max ventures in a quiet voice. "We think it's probably just a one time thing."

Faye winces as Mike's eyes widen in outrage. He glances from Max to El to Will, all of whom avert their gazes.

"You all knew?" He spits, rounding on Faye. "You told them before me?"

"Billy's her brother, she had a right to know-"

Mike bellows across her. "I'M YOUR BROTHER! I HAD A RIGHT TO KNOW!"

"WELL I'M TELLING YOU NOW AREN'T I!"

"YEAH AFTER YOU'VE TOLD EVERYONE ELSE-"

"JUST SHUT UP MIKE!"

All eyes in the room suddenly fix on the source of the outburst, but it isn't Faye.

Will walks right up to Mike's face, and even though Mike is marginally taller, he shrinks back under Will's stare. "I get that you're pissed, but you have to let this go right now because the Mind Flayer is out there and we are the only ones who can stop him. And if Billy really is the host, then your mom will be the first person he goes after. So we can't waste time standing around here arguing."

The silence is deafening. For one horrible second, Faye thinks that Mike is going to punch Will; she hasn't seen him this furious since he found out that Hopper was hiding El. Luckily, Max speaks up before things can come to a head.

"Billy's working today. We should go to the pool and find out if he really is the host."

Mike's fists twitch at his sides, but he turns and storms up the basement stairs - slamming the door behind him.

"Holy shit," Lucas murmurs.

Faye lets out the breath she's been holding and looks at Will, but before she can say anything he's following Mike upstairs.

"Come on, we need to move fast."

The Hawkins Community Pool is as packed as ever when they arrive. The gang sneak into the parking lot and observe from a distance so as not to draw attention to themselves. Billy is in the lifeguard seat, but something doesn't seem right. He's wearing a sweater (despite the fact it's 40 degrees), and there's a towel draped across his legs so that every inch of his skin is shielded from the sun. Max pulls out a pair of binoculars to inspect him more closely.

"I don't know, he looks pretty normal to me."

"Normal?" says Lucas. "How many times have you seen him with a shirt on?"

Max grimaces. "I mean, it's a little weird."

"More than a little," Mike insists. "He was in a tub with ice - the Mind Flayer likes it cold."

In an effort to diffuse the atmosphere on the bus ride over, the girls filled Mike, Will and Lucas in on what they found in Billy's bedroom. After Faye left, Max and El went to the pool to inquire about the whistle and found out it belongs to a girl named Heather. Fearing that she might be in danger, they had gone to Heather's house to investigate and found her there - with Billy. It's all a little too convenient in Faye's opinion.

"Yeah but he's lounging at the pool, which is like the least Mind Flayer thing ever," Max protests.

Will shakes his head. "Not necessarily. The Mind Flayer likes to hide, he only used me when he needed me. It's like you're dormant and then when he needs you you're activated."

Max considers this and looks back at Billy. "Okay, so we just wait until he gets activated."

"We can't, what if he hurts someone?" says Faye.

"Or kills someone," Will adds.

Mike nods in agreement. "We need to find out if he's the host."

With that, he walks off in the direction of the pool entrance.

"Where are you going?" El calls.

Mike gestures to Will and Lucas. "I have an idea - boys only."

"Seriously?" Max quips.

"Just trust me on this one!" Mike responds as he, Will and Lucas run off towards the pool. As soon as Mike is out of earshot, El turns to Faye.

"Are you okay?"

Faye sighs. "Yeah. I mean, I knew he wasn't gonna take it well, but I haven't seen him that mad for a while."

"You didn't do anything wrong. You tried to tell him and he didn't want to listen," Max asserts.

"I know, but I'm just tired of fighting with everyone," Faye admits. "First Will and now Mike... plus Dustin's not even talking to us."

Max lowers her voice to a whisper. "What's going on with you and Will? Are you guys still..." she trails off, but the end of the sentence is obvious. Are you guys still dating?

"Of course we are!" Faye exclaims. But the defensiveness of her response makes her wonder whether Max has a point. Oh God... what if Will thinks they're broken up? Is that why things have been so awkward? Does Will want them to be broken up?

"So you talked to him?" El asks.

Faye isn't sure whether the conversation at Castle Byers could be considered 'talking.' "Well, sort of..."

"And what, he's still mad?" Max prompts.

"No but... things are just weird," Faye surmises.

Max shrugs. "Maybe he's just freaked out about the Mind Flayer? I mean, I've never seen Will yell like that before."

"Maybe," says Faye - but there's a sharp coiling in the pit of her stomach that has nothing to do with monsters. Trying not to dwell on it, she pushes the feeling to the back of her mind and changes the subject. "What about you guys? Have you talked to Mike or Lucas?"

El and Max shake their heads. "Lucas has a lot of grovelling to do before I'll speak to him again," Max states.

"And Mike," El agrees. "I think I'll stay with my own species for now."

The girls grin at each other and Max puts an arm around both of their shoulders. Faye hugs them back gratefully, wondering how she ever coped without the support of her female friends.

Suddenly, Mike shouts to them across the parking lot. "Guys! We have a plan."


"You kids... you think this is funny?" Billy growls inside the sauna, his breath fogging the glass. "You think this is some kind of sick prank huh? You little shits think this is funny?!"

Faye stands back from the door, panting as she and El wipe the blood from their noses. Mike's plan worked better than she anticipated; they managed to lure Billy into the sauna and lock him inside on their first attempt, but now they just have to hope the metal chains are strong enough to keep him there. Billy pounds his fists on the glass in fury, screaming at the top of his lungs.

"OPEN THE DOOR! OPEN THE GODDAMN DOOR!"

The chains rattle in protest and Faye can feel her legs trembling. Even if they're wrong and Billy isn't the host, he'll be so mad when he gets out that he'll probably kill them anyway.

Will darts forwards to check the thermostat. "We're at 220."

That's Faye's cue. Mike turns to her urgently. "Do it now."

Drawing in a deep breath, Faye steps towards the door and extends her arm. The last time she tried to infiltrate the Mind Flayer's consciousness he was too strong for her, but her powers are more advanced now. Plus, the heat of the sauna will work in their favor - they have to burn him out, like they did with Will. When Billy sees Faye approaching, she could swear there's a flicker of recognition in his eyes, and then he suddenly looks past her.

"Max, it's not my fault..." he whimpers, breaking down in tears. "It's not my fault, Max I promise you it's not my fault!"

"Wait!" Max cries.

Faye glances over her shoulder. "It's a trick Max. He's trying to make you feel sorry for him, he's manipulating you."

Max's eyes jump anxiously between Faye and the sauna door. "What if it's not the Mind Flayer? What if it's just Billy?"

As if on cue, Billy's pleas grow louder. "I've done things Max, really bad things - but I didn't mean to."

"Just let me talk to him," says Max.

"This isn't part of the plan!" Mike snaps.

Lucas puts a hand on her shoulder. "Max I know this is hard, but-"

"No!" Max yanks her arm free of his grip. "You don't know him like I do, just let me talk to him!"

Faye and Will exchange uneasy looks, but Max is already approaching the door.

"Please Max, he made me do it," says Billy meekly.

"Who made you do it?" Max asks, peering through the glass.

"I don't know, it was like a shadow. Like a giant shadow."

Faye's mind flashes back to the day on the field last year, when she saw the Mind Flayer taking control of Will. It was like a huge black shadow in the sky. Out of the corner of her eye, she suddenly notices Will's hand clutch the back of his neck.

"I feel him..." Will whispers, his voice choked with fear. "He's activated."

Mike's head jerks up. "Max get away from the door."

"What-"

"GET AWAY FROM THE DOOR!"

A split second after Mike's warning, Billy's fist smashes through the glass - missing Max's face by a fraction of an inch. Faye's heart leaps into her throat and she stumbles backwards with the others. Instinctively, she reaches for Will and his arm grabs her waist at the same moment.

"Max!" El yells in panic.

Max is trapped in the corner of the room, unable to move without walking into Billy's swinging fist - in which a razor-sharp shard of glass glints menacingly. Faye lifts her arm towards him, but before she can latch onto his mind Billy's cold, empty eyes pierce her. And when he speaks, his voice is not his own.

"I wouldn't do that if I were you. Not if you want to see your mommy again."


Author's note: That escalated quickly! Let me know what you think.