Max Mayfield sat, bored out of her mind, in 6th period Social Studies.

She could feel the giddy tension in the air, her peers counting down the seconds until the bell rung, sending them all running home. The last week of school always felt that way. Like everyone's brains had been turned off, preparing to expunge any modicum of information they had learned over the last year. She looked down the row of desks, people staring off into space, people doodling, people texting under the table, all while Mrs. Arbor droned on and on in front of the room.

Max figured she wasn't much better, she was just shy of zoning out herself, but at least she was trying to listen. The lecture was about the logging industry? Or Coal? Something like that. Something important to the region. It probably would have been more interesting if Mrs. Arbor's voice wasn't so squeaky and grading. But just as Max tuned back into the lecture, the bell rang, and the entire class was on their feet in a second.

Max held back, shoving her notebook back into her bag slowly and checking her phone, not wanting to get crushed in the slow moving stampede to get outside. As she did, something on the teachers desk caught her eye. A stack of flyers, all brightly colored.

"Mrs. Arbor?" Max asked, hoisting her bag over her shoulder, "What are those flyers for?"

"Oh Maxine!" She beamed, rushing over to pick up the stack. Max cringed, there were just some teachers who refused to call her by her preferred name. "The Roane County fair is coming to town in a few months and i've been encouraging students to apply for jobs. It's great for college applications and it's a wonderful part of Hawkins history."

"A county fair?" Max little more than sighed. Not exactly exciting. At least not until she was handed one of the flyers and read 'Thrill Rides!' plastered across the top. "I might check it out, thanks."

And then, honestly, she didn't think of it again. That flyer sat crumpled in the bottom of her backpack even as school ended for the year. She thought passively about maybe taking a day trip to go with El, her best friend, but it wasn't a serious consideration.

At least not until a week before open applications.

She was sitting on her bed, feeling a cluster headache coming on. Billy was in town, rolled in two days ago without warning asking for money, and the arguing hasnt stopped since. They were in the garage now, so at least it was muffled, but god she just wanted it to be quiet for five minutes.

So, she grabbed her backpack, pulled out the forgotten textbooks inside, ready to stuff it full of clothes and spend the next few nights at El's house, when that little flyer fell into the ground.

The Historic Roane County Fair! Come join us for fun and adventure!

Taking a good long look at the flyer, Max decided that maybe this would be the perfect way to spend the summer. A chance to earn a little money, be out of the house for most of the day, and she did love carnival food. And getting free or even discounted ride tickets? It seemed like paradise.

Convincing El was easy. El was game to do pretty much anything anyway, (which sometimes got them in trouble), because honestly, someone should tell Max when enough is enough. All Max really had to do was show her the flyer and she was excited to go.

And then they were off, it seemed, heading out to the fairgrounds in Max's little beat up Range Rover, listening to music and laughing, ready for the best summer ever.

And so far it had been. They both had decent jobs, the weather hasn't been too hot or too humid. They had been making friends and Max got to ride as many rides as she wanted for free. The food was just as good as she hoped (although, would it kill them to have some sort of salad option? Seriously). And, of course, there was Lucas.

Lucas Sinclair. The most unassuming guy in the entire world. Just a big, sweet, dork, who made Max feel like a completely lovesick idiot. Definitely not the guy she ever saw herself falling for, but totally the guy she ended up falling for. And not just casual falling, but like hard, face in the dirt, grinning like a moron, giggling all the time, blushing whenever he looked at her kind of falling.

And they had almost kissed! She couldn't stop thinking about it! She had been so nervous and flustered that she couldn't even talk to him after it happened. And she was so grumpy that he didn't just kiss her anyway! Or that she didn't just kiss him! Like seriously, Max, too scared of a clown mask to kiss the nerdy boy of your dreams? Get real.

But, unfortunately, it was real. And Max did not have the clarity of mind or the bravery she needed to make that distinction until she was home for the evening. So, she decided to play it out honestly. To tell Lucas the truth, and tease him for not just kissing her.

He never replied. Which was fine, he probably fell asleep or something. But the down time and lack of texting gave Max a wonderful idea.

Max Mayfield was a lot of things, but conspiratorial? No, couldn't be, no way.

Well... Maybe just a little bit.

Because it was her idea to ask Dustin to Pick her and El up regularly now. Citing it as being more convenient, more practical, better on her car, yadda yadda yadda. Which was all true, but it also totally a ploy to spend more time with Lucas, and the rest of the guys who were quickly becoming some of her favorite people.

And it was totally worth it, to see his bemused face when she threw open the vans sliding door that Wednesday morning. All tired and surprised and nervous. It was cute. He was cute. It made her want to see how far under his skin she could get. He was fun to mess with, which may have just been one of the main reasons she liked him.

Well, that's not really true either. There were lots of reasons. Like so many that it made her want to rip her own hair out for being such a dork about the whole thing, but teasing him was just a cherry on top.

So she climbed inside, sitting dangerously close to him, leaning against one side of the van while El and Mike made quick work of cuddling against the other. That was a conversation that still needed to be had. El didn't get crushes often, hardly ever actually, and this wasn't any simple crush. But it seemed like both girls had been avoiding their actual feelings, which was stupid, but it was also the truth.

For now, however, they could be content to just give each other teasing looks from across the van or room or fair, or whatever the space may be at the time. And apparently, it meant that El was so enamored that whenever Mike was around, anything else was all but forgotten. Max couldn't be too mad at this, it certainly gave her a chance to talk to Lucas one on one, even in a car full of other people.

"So, Stalker, didn't get much sleep? Must have been up thinking." Max was looking at him knowingly, completely and totally shamelessly flirting and it made her want to do a backflip through the windshield. Totally out of her comfort zone and yet so thrilling.

"Y-yeah, I guess you could say that." He chuckled, rubbing the back of his neck.

"Mhmm, and what were you thinking about, exactly?"

"Just this cool girl I know, and how she probably thinks i'm a huge loser." Lucas was looking down the measurable distance between them, face crooked with a slanted smile.

"Hmmm," Max hummed. "She does think your a loser, but she thinks your pretty cool too. I wouldn't worry about it too much." She elbowed him playfully, and he couldn't help but grin back.

The van stopped again and Will clambered inside. He looked... Peppy today. More awake than anyone else, and smiling wide, and quick to start up conversation.

And so he did. The van filled with chatter and jokes, all while old 80's pop hits played in a whisper on the stereo. It was looking to be another beautiful sunny day, and Max couldn't help but feel just as bright.

Especially when she dared to lean ever so slightly on Lucas's shoulder. Because subtlety is totally overrated.

The Party arrived on sight early enough for round two of ice cream for breakfast in Dustin's food cart. Apparently no one learned from the day before, but at least there weren't deep fried treats to go with it this time. It was almost startling, Max realizing, how quickly she was becoming comfortable with this odd band of boys. She joked with Dustin like they were long lost siblings. Her and Mike could sass each other back and forth all day, throwing deadpan remarks at anyone who dared make a lame joke (ie. Dustin again). She loved having conversations about music and culture with Will, who was so deep in thought almost all of the time. And of course Lucas, who made her laugh harder than anyone she had ever met before.

Eventually, the fun had to come to an end as everyone went their separate ways. Will running off first, saying he had an important job backstage, followed by El and Mike who left hand in hand. Lucas and Max both hung back a few minutes longer, just chatting and joking around until they could hear people outside.

The pair walked to the Midway in comfortable conversation. That was the other thing that had Max taken aback. Lucas was just so easy to talk to. He listened, like really listened. He never made her feel judged, or pressed for more information, he never offered her false pity. Just honest sympathy in the moments that she needed it, and comfortable banter in between.

She didn't bring up the texts, or the kiss, or any of it, because she just didn't need too. They still had an entire summer. (But damn it all if she didn't want to just hold his stupid hand already).

The rest of the day went on as normal. Moderately busy, lots of boys winning huge stuffed animals for girls, lots of happy couples and families out having fun. Her and Lucas teased each other from across the walkway that divided them, mouthing things to one another and dramatically rolling their eyes behind the backs of rude customers. He brought her a slushie after his break, she brought him a lemonade after hers.

Then the evening began to roll in and everything calmed.

Max slumped lazily over the counter of her booth, staring out at the fair grounds around her.

She liked her job best when the flow of people halted to a slow crawl. Mostly it was just little kids, fingers sticky from cotton candy, begging their exasperated parents at the end of a long day, Who would shake their heads and mutter that 'the games are all rigged anyway'.

They were right, of course, the games were rigged. Most of the rings were bent and warped, making them fly in pretty much any direction other than the one you wanted. Most of the dart tips had been filled down to a dull, rounded head that wouldn't pop even the thinnest balloon. She also heard that the basketballs were mostly flat, and that some of the skeeball holes had plastic under them, so even the most skilled player would never get the big prize.

None of this really bothered her. You don't sign up to work at the fair without expecting some sort of shady underground behavior. Most parents would just come back at the end of the night, sweaty and tired, and fork over their last ten dollars for whatever stuffed animal little Timmy or Suzy wanted.

What did bother Max, however, and what sent chills up her spine each time the sun ducked bellow the horizon, was the aura that the carnival took on. It almost drastically shifted from bright, neon colors, dazzling twinkling lights, cheery herdy-gerdy tunes, and sweet treats, so something dark. Something looming.

The bright colors faded to deep, over saturated tones. The twinkling lights flickered out of time, and it became more apparent which ones had burnt out completely as you stood in their pale yellow glow. Most of the performances ended, leaving the only sounds to be that of the rickety roller coaster, and the faint off-key merry-go-round. The clown that handed out balloon animals and pinwheels, stood backlit to the Ferris wheel. Dark shadows crossed his makeup covered face.

There was still magic in the air, and happy children and teens still giggled and ran from line to line, but it just felt off. Like maybe the magic that seemed so cheery during the day, became dark and foreboding as soon as the sunshine faded into night.

There was something almost melancholic about the whole thing. Like some crappy horror movie monster that is cursed to only show its evil nature when the sun sets. But there was almost some part of her that got more excited when the sun went down. It made that part of her that craved the rush of Adrenalin from hurtling down the steep coaster start to jump and dance.

The day was nearly over already, and max fished out her little crumpled map, looking at what rides she was going to go on with Lucas today, when a familiar voice caught her attention instead.

"Guess who got off early!" El. She had walked up to the counter and leaned against it, looking cheery as usual.

"Hmm, something tells me its you." Max chided, folding her map back up and shoving it back in her pocket.

"Gee, Max, are you psychic?" El giggled. "I was thinking you and I could go do something. We haven't gotten to spend much time together since we started working here."

"Oh yeah totally! Are you gonna brave up and go on some rides with me?" Max asked, already knowing the answer.

"Yeah, no." El rolled her eyes, "But we can do like that photo booth thing. Or the Palm Reader?"

"Sounds good, want to hang out while I get ready to close?"

El nodded, and jumped on the counter so her legs dangled into Max's small work space. She went through her nightly duties while they waited for Big John to collect their till. It wasn't long before both girls were wheezing with laughter while Max tried to restock the teddy bears and friendship consisted of a lot of things, but this was probably Max's favorite. That they were close enough that one stupid inside joke or funny face could make them both lose it.

They had been best friends since... well since the moment they met really. They both started their first day of high school in a new town. El moving from Chicago, Max from San Diego. They were both friendless while simultaneously being the center of attention (apparently Hawkins was not the kind of town that saw many new residents). They shared homeroom together and it was basically a done deal ever since.

El was weird. She dressed weird (a mixture of dark colors and pastels that was a style all her own) she acted weird (quiet yet fiercely intimidating) and she liked weird things (like seriously, who likes rom-coms and comic books?). Max was weird too. The only girl in school who skateboarded, the only girl who hung out at the arcade, brash and brazen, bold, yet hated being the center of any kind of attention. They gravitate towards one another and have not separated since.

Max felt truly lucky to have a person like El in her life. And she was starting to feel a similar sense of kinship with the boys. They felt like long friends, almost, in a way that was totally different from anything Max had ever experienced before.

Big John came sauntering down the midway a few minutes later. He always gave Max the creeps, she couldn't exactly put her finger on why, but it was something about the way he spoke. Always talking slow and patronizing. Calling her 'honey' and 'doll'. It made her want to puke, but at least he let her run off early.

El and Max were about to step out into the fair grounds, when Max suddenly remembered Lucas. It's not like owed him her time, but it felt weird to just run off without saying anything. Right? She told El to give her a sec and she ran back to his booth. If she didn't know any better, she would have said the look he gave when she approached was pouty, disappointed.

"Hey, Stalker." Max smiled, ignoring the odd feeling in her gut.

"Oh, hey Madmax." Lucas smiled back, softly. Honestly it made her want to jump over that booth and wrap him in a hug, and that thought was so crazy that she physically had to take a step back.

"Um, im going to hang out with El tonight. But you should find the guys, or something. We can all meet up later, yeah?"

"Yeah, yeah totally. Have fun." He waved dismissively, still grinning.

And, feeling a bit strange, she was off.

Her and El walked arm in arm, wandering around and looking at some of the little vendors. Selling shirts and jewelry and trinkets. Max had to talk El out of buying an overpriced jacket from a particularly shady looking booth. El had to talk Max out of buying a giant inflatable Alien toy. Because that's what best friends are for. (Even though Max was totally planning on going back for that damn alien.)

They grabbed cotton candy from Dustin, waved at Mike as they passed by, and were about to go check on Will when the backstage doors were closed with a sign saying 'Aerial performers only at this time.' So they walked out to the outskirts of the fair grounds, where the empty lot for extra parking met the fence line, and the noise dulled to a harsh whisper.

It was nice, spending time with El like this. They hung out almost all the time anyway, but it just always felt so comfortable. And honestly, there weren't many places Max felt comfortable. Her home life was awkward, school was boring, softball only lasted a few months out of the year. But El was always just so easy to talk to, or to not talk to at all, like they were now. Just walking and looking. This part of the fair was crossed in hundreds of oversized Christmas lights, hanging above them like lanterns, stretching back and forth from booth to cart to booth. Max couldn't help but feel like this would be a romantic setting, somewhere to take Lucas, and she blushed at the thought. Something she hoped El wouldn't catch.

Only problem was that El catches everything.

"What are you thinking about so hard?" El smirked.

"Oh nothing," Max sighed, "This part of the park is just really pretty, thats all."

"It is pretty." El agreed with a small nod, "Mike and I like to hang out back here."

"Ew, Hopper, I really don't want to hear about you and Frogface making out."

"It's not like that, Maxine." El rolled her eyes.

"Oh really? Then what's it like?"

"I don't know! It's like... We just hang out and talk." El scoffed, folding her arms across her chest. "He's a really good listener, and he talks a lot. But I never feel like I have to keep up the conversation, you know? He just makes me laugh."

"He does a lot more than just make you laugh, and you know it." Max pointed. In truth she was happy for her best friend to have found someone she liked, someone who seemed like a nice person, but that sure as hell didn't means he would stop teasing her about it.

"Oh please, you're one to talk." El pointed back, "I asked Mike what he thought about Lucas."

"You what!?"

"I know, I know. But I worry about you. Mike said that Lucas is a really good guy, and I can see it too. He really likes you, Max." El's voice suddenly shifted from playful and exasperated to serious and concerned. Something she did often, always taking on this role of caretaker.

"Yeah?"

"Yeah." She nodded, placing a gentle hand on Max's shoulder. El looked like she was mulling something over for a moment, before she finally said it. "Don't take yourself out of the game before you even play."

And there it was. It meant a lot. A lot more than either of them really knew. Max wasn't the type to shy away from something, or the type to give up on a challenge, but she was definitely the type to retreat into herself when things got hard. Not that liking Lucas was hard, but admitting she felt that way was. Softness was hard.

"Okay, i'll try not to." And she really meant it.

Thursday morning rolled around lazily, making the week feel longer than Max would have liked.

According to the news, which she caught in pieces from the TV in the living room, temperatures were predicted to be at record breaking heights. Max didn't think much of it as she ate her cereal and waited for Dustin's rust bucket to pull into her driveway. But now, slumped across the warm wood of her booths counter, feeling like she is stuck in some sort of toaster oven hell, she can say for sure that it has to be one of the hottest days on record.

Things being that way, around noon, most of the days partons cleared out and headed back to whatever town they were from. At least Max had a small awning to hide under. There were still a few groups of teens running around and enjoying the lack of wait times in lines for rides, but the game area was mostly quiet. Which lead to a lot of painfully boring down time. Which, in turn, lead to a lot of goofing off.

It all started when Max started fanning herself with her clipboard. A totally rational and normal thing to do to keep your face from melting off. But her eye was caught, not long after, by the sight of Lucas fanning himself dramatically like a southern bell on the verge of fainting. When Max sneered he laughed and hollered; 'What, to hot for you California girl?' And sure it was funny, and sure it made Max giggle like an idiot (because Lucas's smile is so damn infectious) but she also flipped him off. Even Steven.

Then, when Lucas left for his lunch break, Max ran to the nearest vending machine and grabbed them both an ice cold water bottle. Because one, she needed it and figured he could need use one too, and two, so she could scrawl a snarky message across the top in sharpie. 'Something to cool down your hot head'.

She watched as he came back, spotted the bottle and the message thereon. She watched his face light up as he chuckled and turned to look at her.

"So you think im hot?" He yelled across the empty walkway.

"Dream on, Sinclair!" Max retorted, nursing on her own water and flipping him off yet again. Although the answer to that question is a resounding yes.

Then as the day turned into evening, and the air finally began to cool around them, the park was practically a ghost town. Max could feel herself dying of boredom. She watched Lucas play a couple of rounds at the Shooting Gallery (probably trying to improve his aim for the next time they played). Max cleaned her entire booth twice, just to kill some time. She stacked and unstacked bottles, she counted the money in her till just because. She felt like she was going to scream from the lack of things happening.

So, with a smirk, she hoped over her booth and waltzed over to his. He was balancing a pencil on his nose that she promptly flicked off.

He sat up, face a mixture of offense and laughter. "I almost had it!."

"Yeah sure you did. I really just couldn't watch that anymore, you should be thanking me for saving you the embarrassment." Max bit her lip. "Are you as bored as I am?"

"Maybe even more." Lucas admitted.

"Well... then let's go do something."

"In case you haven't noticed, we kind of have jobs to do."

"And in case you haven't noticed, neither of us has helped a single person in three hours." Max drummed her fingers along the edge of the counter and pursed her lips. "Fine, fine, you don't have to come with me. I just thought you might want to go on some rides and have some fun but I can see you'd rather get back to your pencil."

Max turned to leave, walking slowly and waiting to see if he would take the bait. He must have, because she heard the thud of him jumping over his counter a moment later.

"What's still on that list of yours?" Lucas asked, jogging past her towards the glowing lights of the carnival.

After some debating, they came up with an excellent game plan. First the Scrambler (which according to Max's records was their 18th spin on). Then the smaller of the two drop rides, followed by the larger. Lucas complained a bit about how he had read an article where a loose cable chopped off some people's feet on one of these rides. Max tried to make it better by leaning against him in line. Casually, of course, but it still made her heart beat quicken and it seemed to comfort him well enough.

The most fun may have been on the Disco, which is basically one of those rides that spins you around so fast that you are forced to the wall from the centripetal force alone, and then it picks you up and turns you almost upside down without any seatbelts or anything. This had always been one of Max's all time favorites. It just felt so gravity defying.

Max screamed and cheered while Lucas let out loud almost startled whoops every time the ride changed its angle. His hands held on so tightly to the security railing that his knuckles turned white. But Max, being ever the dare devil let go all together and through her arms up into the sky.

"Try it!" She hollered, "It feels like flying!"

Lucas stared at her for a while, looking at her like she was crazy, which to be fair, wasn't that far off base, until he slowly let go of the guard rail. His hands flew up and over his head, and she could see the freeing feeling that surged through him. So strong that he yelled along with her. And maybe it was just the excitement, or her being happy that he decided to live a little, but she laced her outstretched fingers around his, and she didn't even care when her face heated up because of it.

Once the ride began slowing down, and Max finally let go of his hand, the sun was nearly in full set around them. The entire park looked orange and golden, and most of the white-noise sounds of chatter ceased. Max couldn't help but feel that familiar chill run up her spine, when the extra lights kicked on, all neons and deep blues, saturated pinks. A full spectrum of lights, making the entire fairgrounds glow like a different beast altogether

The equally bored and grumpy teenager operating the ride smirked at them as they exited, making Max feel like he knew something that they didn't. Her fears turned out to be true when Big John himself came walking around the corner looking mad as hell. Face beat red, ready to boil over.

"Come on!" Max hissed in a harsh whisper, grabbing Lucas hand yet again and pulling him around the back of the ride and down a narrow walkway. They started out walking fast, but after a few minutes of navigating the secret back passageways of carny trailers and machinery, they were both sprinting and laughing. And despite every twist and turn they took, and every fence they had to squeeze past, Max never let go of his hand. At least not until they came to a dead end.

Two long chain link fences made a narrow path that ended right at one of the many colorful striped circus tents. The run had been disorienting to the point that they weren't sure which tent this was, or how they could get out of the tight space they were in.

"If Big John finds us we are dead for real," Lucas breathed in between labored breaths.

"Then we won't get caught." Max smirked. She grabbed his hand yet again, and with her other hand she lifted the heavy canvas of the tent up and over both of their heads. Whatever was inside the tent it was mostly dark.

It took both of their eyes a few minutes to adjust, but Lucas made out the shapes of a few glass cases in the darkness.

"I think we are in the oddities exhibit." Lucas said quietly, moving through the space slowly as not to bump into anything.

"You're right," Max nodded. "That must mean there is a light switch right about... here." Max flipped the switch on a small breaker near where they had entered the tent, and one by one the lights in each of the glass cases turned on.

Each case held some different rare animal or medical oddity. So far Dustin and Will were the only people who had walked through, and Dustin talked about it all the time. Apparently the collection was pretty world famous. Holding not only oddities but also rare and obscure works of art from all over the world. Everything from unique taxidermy to old books and paintings.

"Wow, this place is actually really cool. I wanted to come look through it with El, but dead animals in jars isn't really her thing." Max bowed forward to look more closely at a goat with an extra eye.

"Are dead animals really anyone's thing?" Lucas asked with a cocky grin. Aside from maybe Dustin, and even then he was only in it for the rare animals, not so much the death.

"I'm sure they are someones somewhere. And besides, it's better this than exploiting people with mutations and rare diseases, the way carnivals used too."

"I guess I never thought about it that way." That phrase seemed to be a recurring theme whenever Lucas listened to Max.

"It's cruel, when you think about it, how people who were extra short or extra tall, or women who grew beards, where put on stage like freaks." Max liked being open about her opinions, and Lucas always seemed to want to hear them.

"But... didn't those people choose to be there?" Lucas was looking back at her, not with a look of defiance, but of genuine interest.

"Then it's an even bigger problem! That they probably couldn't get normal jobs anywhere else, it's horrible."

"I'll give you that one." Lucas nodded with a small smile. It made Max feel... happy. There weren't very many people in her life who listened to whatever she had to say, and even fewer who would entertain a debate, even a small one.

The pair looked around at the exhibit, forgetting momentarily about why they were here in the first place. Most of the pieces were really beautiful, or really interesting. Some of them were really gross (ie. the organs in jars, and the animals that had been preserved in a way that allowed you to look at their insides), but mostly it was just really well done taxidermy.

Then Max trailed over to one of the sides of the exhibit that had all of the paintings. Each one came with a little plaque telling you about it and its history. Most of them depicted other oddities, or old flyers from past carnivals, some dating back all the way to the late 1800's. Max was fascinated, so much so that she barely registered that Lucas was standing next to her. Her eyes were transfixed on one piece in particular.

"Oh wow." She breathed. Her gaze was fixed upwards on a huge old tapestry. It depicted a woman with fire red hair, in a billowing white dress, who seemed to be growing a garden from her open palms. All twists of green and flowering fruit, sprouting from her fingertips. "She's beautiful."

Lucas followed her gaze, and locked on to the same piece. The tapestry had a small plaque, saying something about how this woman was supposedly an old Irish witch from folklore. She was beautiful, and certainly the most eye catching out of all of the antique pieces of art along the wall.

"She looks just like you." Lucas blurted somewhat hushedly, and Max felt her throat run dry. This woman was stunning, and she looked so powerful and assured. It was honestly what Max wished she looked like.

"You... you think so?"

"Well, I mean, yeah. I do." He had his hands in his pockets, perhaps from nerves. She looked into his eyes deeply. She felt the same strange sense of disbelief as she did that day at the Midway, and again in the funhouse. Like she was trying to find a lie, but she just didn't see one. She felt that way with most people. Searching them for a lie, for some fabrication, but she could never find one in Lucas. Not even as he spoke again. "You're really beautiful, Max."

She bit her lip, feeling bashful and bold all at the same time. This was a feeling she recognized too. She stepped closer to him, her eyebrows scrunched together determinately. She put both of her hands on his face, his skin was warm against her fingers, and she pulled him closer, holding his face just inches from her own.

"Prove it."

And she feels like he would have, had the curtain entrance to that very tent not opened up beside them at that very moment.

"Oh there you guys are!" It was Dustin, looking winded and exasperated. He gave them a smirk before turning over his shoulder and yelling out to Will. "They were in here the whole time!"

"S-sorry, dude, we must have just lost track of time." Lucas mumbled. Max was still holding his face with her hands, but she let him go and he stood back up to his full height. She was blushing so hard it physically hurt.

"Yeah, man, it happens." Dustin wiggled his eyebrows at the pair before gesturing for them to follow. "We do have to leave before they lock us inside though."

Max and Lucas both nodded, pushing past Dustin and flicking the light back off. The park was more or less completely empty now, just a few tired looking employees getting ready to take off for the night.

Everyone piled into Dustin's van, and the drive back home was pretty quiet. Max couldn't help but sneak peaks at Lucas, and she could feel him sneaking peaks back at her. When they arrived at her house, she considered asking if he would walk her to her door. Which was stupid because it was totally unnecessary, but she also just wanted a second to talk to him. She decided against the idea when she saw Billy's car in the driveway and settled with an awkward half hug before she jumped out of the van.

Max resolved herself to try and keep whatever this was with Lucas under wraps from her family for as long as she could, and if he had walked her to the door, she would have kissed him for sure this time.

Oh well, there's always tomorrow.

And tomorrow came very fast.

Friday was another warm day, making the fair fill fast. Large crowds of people moved slowly through the midway, making the day rush by in a blur of handing out stuffed animals and smiling a little too wide at customers who didn't deserve it. Part of the reason for the large crowd was the highly anticipated acrobatics performance. People had come from far and wide to see it, and the stage was being set up for what looked like it was going to be a magical show.

Will had seemed anxious on the ride to work. Sitting quietly in the passenger seat, zoning out while gazing out the window. Mike had tried to talk to him, but he muttered something about 'being stressed for the show' and not much else. Everyone had to just shrug it off, because he wasn't talking, but they feared a repeat of the magicians assistant fiasco, and just hoped for the best.

The days events also meant that Max didn't, in fact, get to have the kind of conversation with Lucas she had wanted. Their breaks ended up being opposite one another, and every time she could have bugged him he was in the middle of dealing with long lines.

That was all fine, of course. It was no big deal, really. They had both stayed up probably a little too late texting and both been a little too giggly when they saw each other that morning in the car. But Max was just frustrated. All of this build up was driving her crazy, if she was being honest with herself, like how does your kiss get interrupted twice? It wasn't fair, and if she could do anything about it, well she already would have.

So she just held her tongue and waited for the midway to close.

A couple of her friends from school stopped by. Mostly just other girls from the softball team, and two friends from debate. It was nice seeing them, but it cemented something inside of her that she had not be able to fully realize earlier. None of these friends, some she had even known longer, made her feel the way those dumb boys from the self-named 'Party' made her feel. She didn't laugh as hard, or feel like talking as much. They were just people she knew and got along with, but they weren't really her friends.

Which really just meant, she had become friends with a bunch of nerds. And that made her laugh to herself as Big John closed her till. Because not only that, but she was falling fast and hard for one of them.

"Now," Big John said, startling her from her inner monologue, "Don't think I didn't see you and your little boyfriend yesterday."

Max blood turned cold.

"Now I ain't here to bust you, or fire you, because then i'd just have to go through the process of finding someone else to fill this position, but I want stand for any more tomfoolery," He leaned down, beady eyes squinting at her. "Ya hear me, darlin?"

"I- uh, yeah." Max felt bile raising in her throat. She hated being talked down too, especially by men, and even more so when they got in her personal space.

"Good, now run along. I'll tell your boy the same thing."

And suddenly any sense of giddy lovesickness she had burned away, and she left the midway feeling pissed and uncomfortable.

It wasn't all bad though. He didn't fired her, and she had been breaking the rules. Still, it didn't keep her from balling and unballing her fists as she walked in the general direction of El's ticket counter. She walked past the stage to see a massive crowd already forming, deep purple curtains sat across the front to keep the set a secret from the audience. Whatever it was, it was supposed to be pretty eye catching. She found El a few minutes later, looking tired and slightly haggard with a bottle of cold water pressed against her forehead.

"Hey, El-bell" Max sighed, plopping down next to her on the small bench. El just grumbled in reply. "You okay?"

"If I have to talk to one more person im going to scream." El let out a huffed chuckle. "What's up with you, you look pissed."

"That obvious, huh?" Max crossed her legs, shaking out her fists. "Big John called me out for ditching work early with Lucas. He called me Darlin."

"Gross. Want me to beat him up for you?" El's voice was so deadpanned that it made Max laugh. Believe or not, El was a scrapper. Just another one of the many reason the two girls got along so well.

"No, its okay I guess. Just gave me the creeps." Max sighed again, "It was totally worth it though, ditching work."

"Oh yeah? You guys have a good time?" El brightened a bit, looking way to smug to keep Max from rolling her eyes.

"It was fun, but nothing happened. I mean it was going to, I think, but it didn't."

"Again?"

"Yeah. Again."

"Then why don't you just... Like go for it?" El sighed, stretching out her limbs sleepily.

"Like just walk up to him and grab his dumb face and kiss him?"

"Yeah, why not?" El replied as if it was the most simple thing in the world. Perhaps to El it was. Neither girl had really had an actual boyfriend before, but how could this be any different from any other sort of relationship?

"Guess you have a point." Max nodded.

"That's why you keep me around."

"Is that why? I was starting to wonder..."

"Oh get bent, Mayfield. I'm the coolest person you know. Now leave me here to die and go do what you need to do. It will be fine." El was smirking, but she was also %100 right. She really was the coolest person Max knew, and deep down it really did feel like everything would be fine.

Even if on the surface max was buzzing with nerves.

"You know what? I think I will. Feel better, okay? Find me when the show starts."

El waved her hand dismissively but Max caught her small smile. She felt oddly empowered. Screw Big John and other grown men trying to be all weird and dominant. Max was going to get what she wanted, damn it, for once in her life.

This plan, however, fell apart almost as soon as it formed. The crowd was massive as she made her way back to the stage. Dustin's food cart was closed already, and most of the rides were shutting down. The midway was empty, save for a few people still milling about. Lucas was nowhere to be found, and it was getting dark. The show was going to be starting any minute, and then it was anyone's guess as to where her friends would be in the sea of people.

And of course, she left her phone in the van because her shorts didn't have real pockets. Who even designs girl pants anyway? Don't they know the importance of a good pocket?

So Max wandered around, moving around groups of people all congregating to the stage area which had turned on its massive lights. The entire performance area was glowing. Long strings of oversized fairy lights, criss-crossing the audience above, people talking excitedly with one another in a loud symphony of white noise. Each minute that passed of Max just wandering made her feel more and more anxious and more and more pissed.

Until she saw a familiar mop of black hair.

"Mike!" Max moved around another gaggle of people. He turned around, face scrunched in confusion, before offering a small smile. "Where is Lucas?"

"Oh um, I think he said he was going to be near the picnic tables. Oh! By the way have you seen-"

"Great thanks see you bye!" Max hollered over her shoulder walking towards the tables. Just then, the curtain opened, and Max's eye was completely captured by the look of the stage.

The set was beautiful, all decorated to look as if the acrobats were floating in the night sky. Each little light flickered like a star, props that blended in with the darkness of the backdrop. The performers looked like aliens, moving across the stage with the grace and weightlessness of butterflies, doing crazy stunts. And the backdrop, the backdrop. It was beautiful painting of the moon and planets. It looked like a photograph, so captivating and vibrant that it almost pulled you away from the performers on stage. Max was staring for longer than she even realized, just on the outskirts of the crow near the picnic tables, when a hand grabbed hers.

Lucas. Not looking at her, but also looking at the stage. His skin was lit up by the soft yellow lights above them and she thought he looked a little like the night sky too. Absolutely beautiful in a way she never knew a person could look. He had walked up and grabbed her hand, but he was just as captivated as she was.

Suddenly her plan and all of the work that had gone into it beforehand came crashing back.

"Lucas..." She spoke so softly she was worried he would be able to hear her, but he did, and he turned to meet her gaze.

She lifted her hand to touch his cheek in the places that the light was dancing on, and her fingertips feel warm and buzzy. Everything felt warm and buzzy. He stared back at her with such a genuine look of care that it made her want to run and hide a little bit, but more than anything she just wanted to kiss him.

So she pulled, ever so gently, bringing his face down to meet hers while she stood on her tiptoes to great him halfway. Her eyes flickered shut just a moment after she watched him do the same. And somewhere they met in the middle, and everything else faded away.

Max never knew what exactly a first kiss would feel like. Probably warm and messy, that's what she had always thought. Just a thing to do, nothing to really get bent out of shape over. Only, kissing Lucas everything to get bent out of shape over.

It felt a little like firework exploding in her chest, and weightlessness, and defying gravity. It felt more exciting, more thrilling, more everything than any of the rides they had gone on together. It felt daring and comforting all at the same time. And although neither of them were paying any attention to the performance on stage, the crowd erupted with applause around them and in synced up perfectly with the pitch and tone of Max's heart.

It ended, unfortunately, just a few seconds later, and Max stared up at his dumbfounded and dopey smile with a face she was sure mirrored it. She only had a few second to process before he was pulling her in again, and kissing her again.

This time far less hesitant and far more romantic. She was aware of everything and nothing all at the same time. The hand gentle cupping her face, the arm around her waist, she even swore he was smiling against her lips. It was all so sweet and intimate and good. Max just felt really really good. Kissing Lucas felt like every worry and fear just faded away. Fizzled into the sparks that ignited in her stomach and then burnt out, turning into a warmth that spread throughout her entire body.

Eventually that kiss broke too, leaving Max too visibly pout and Lucas looking starry eyed. For a while they just stared at each other. Smiling and holding each other lightly, pretending that they were the only people on earth even in a crowd. It was nice, comforting, and far too long coming, but another round of applause sobered them enough to realize that life still existed outside of the stupid little happy bubble they had created.

The pair turned to face the stage as a trio of acrobats flipped down from the sky on thin wires, so thin that you could hardly see them. The floated, twisting at impossible angles, and then landing perfectly on pointed feet. It really was a wonderful show, far more than the hack magician had been, and Max was just lost in the magic of the moment.

It all felt too cinematic. The stage, the performers, the lights, the crowd, the fair, the kiss, all of it. It almost seemed as if at any moment the cardboard walls would drop backward revealing the cast and camera crew, and this wonderful moment would come to a crashing halt.

But it didn't, Lucas just kept holding her hand.

Eventually the performance came to an end, and Lucas and Max milled around the slowly emptying lot looking for their friends. It was easy to spot Dustin's curly mop, and the others were not far behind. All it took was one look from El for her to put the pieces together. Her eyebrows shot to the center of her forehead and her jaw set in a hard line like she was trying not to laugh. Max felt her face grow warm, and she was sure she would have a lot of explaining to do later.

"Has anybody seen Byers? I want to get this show on the road." Dustin huffed, scanning the remaining audience.

"Right here, Henderson!" Will's soft voice came from in front of the group, and they each turned to see him walking from backstage, and hopping over the edge of the platform to join them. "So... What did you think?"

"Of the show?" Max asked incredulously.

"Of the set." Will shook his head, "That's um, that's my backdrop."

"YOU PAINTED THAT!?" The group erupted in unison, their heads snapping to the painting. It was beautiful, and eye catching, and massive.

"Um, yeah, that's what i've been working on all week. I mean, I had help of course, but they let me plan it all out." Even in the dark light, it was clear Will was blushing.

"Will it's amazing, you're amazing." El smiled warmly, and Will smiled back. Mike pat his back and Lucas gave him a playful handshake while Dustin just pulled him in for a hug.

Max didn't know a lot about Will, but it was clear to anyone that this was a big deal for him. She felt an odd sense of pride for her new friend, and she realized in that moment just how much she cared about him. About all of them. And although Lucas had let go of her hand a while ago, in that moment she desperately wanted to grab it.

She didn't, however, but they walked back to the van nearly joined at the hip, all smiles and giggles and joyful conversation. The park was nearly empty and the sun had long set, and everything just felt warm and peaceful. It made Max want to live in this moment forever.

The ride back was no different, but each mile brought her closer and closer to reality. It wasn't like she stopped having fun, it just no longer felt like she was living in some sort of magical dream state. But Lucas sitting close to her was still real, and the fun she had teasing Dustin's driving was still real, and Will's satisfied grin was still real.

It wasn't long before Dustin was pulling off onto Old Cherry Road, and stopping in front of Max's house. She could see Billy's car in the driveway, and the lights on inside, so she took a deep breath, and tried to focus instead on Dustin struggling to turn around in his seat.

"So, next week, Friday night, campout?" He wiggled his eyebrows as if to entice the suggestion.

"I'll have to ask my dad." El shrugged, "Sounds fun though."

"I'm in, I tell really good scary campfire stories." Max giggled. She moved past the tangle of sprawled legs in the back of the van, and slid the door open. She didn't kiss Lucas goodbye, even though she wanted too, but she smiled at him, and he smiled back, and lit her skin on fire. The good kind of fire. Whatever the hell that means.

El followed her out, and they waved goodbye to the boys as the walked inside. Max was thankful that El waited until they were in her room with the door closed to ask any questions, and that her only question wasn't really a question at all.

"Tell me everything." El sat on the bed.

And so Max did. Admittedly there wasn't much to tell, but she still found a way to tell it. El was squealing and giggling and Max was rolling her eyes and blushing like an absolute idiot and it just felt so good. To get to be a dumb girl who liked a dumb boy and be happy about it.

Lucas was just something to be happy about. Better than any roller coaster, or Scrambler, or Ferris Wheel.