The Fourth of July was finally here and Five couldn't help but feel excited about going to the fair tonight. He couldn't remember the last time he and his siblings snuck out to a fair. Actually, he didn't even know if they ever did a thing like that. It was always planned when summer hit to go to a fair together. However that's when it seemed they were at their most rigorous in training and missions. It was almost like Reginald was catching on to their plans and wanted to tucker them out and continue to drive the wedges between them. Five sighed as he lifted up his sleeve to look at the Umbrella Academy tattoo. He wondered what his family was doing now and if anyone was missing him at all. Then again if anyone was truly worried, someone would have ran out. But alas he was able to make the time and spatial jumps and was living in this moment, July 4th, 1985.

Five got out his small stack of bills from the tips he's gotten at Scoops Ahoy and it was a rather modest amount. He was running prices in his head and he was sure he and Will could have a fun time. He stuck the cash in his jean short pocket and checked himself out in the mirror. It wasn't the usual uniform but Five was enjoying the freedom even if it was Johnathan's hammy downs or Will's clothes. A simple, light casual long sleeve color block shirt, jean shorts that reached to the knee, and his sneakers. Now that everything looked good, he went into the kitchen to see Will trying to pack them snacks for the fair. Five raised his eyebrow and asked,

"You know we're getting food there right?"

Will looked at Five and he looked a bit wary at Five's statement.

"We really need the money for the rides. Food is something I can help with." Will expressed.

Five raised an eyebrow and got out the cash from his pocket to show Will. His eyes widened and Five chuckled lightly as he put the cash in his pocket.

"It pays to play into the role of a down on your luck teen and kiss ass to elderly patrons or patrons with families for extra tips. This isn't even from my first paycheck. Trust me, we are going to be able to do a lot tonight and that includes having a bit of unhealthy fair food."

Will looked sheepishly at Five since his mother was only able to give him enough for the entry fee and maybe a ride or two He didn't want to rely on Five and his hard earned cash. Five could read Will's worried and careful expression and he gently placed his hands on his shoulders.

"Will, your family is doing so much for me from food on the table to the clothes on my back. The least I can do is treat you to a fun night." Five spoke with a light charm in his tone.

Will smiled at Five and nodded in agreement. Five held out his hand and Will couldn't help but chuckle.

"You never learned how to ride a bike did you?" Will questioned.

Five averted Will's gaze and stroked the back of his neck kind of in embarrassment. It was a less of he couldn't learn but his father didn't deem that important for his children; especially for Five. Why bother having him learn to ride a bike if he could just blip anywhere he could go. Though maybe this was part of the whole 'missing out' Five realized he missed out on and the fact this was common for kids in the 80s to bike everywhere. He shook his head and Will could see a faint trace of pink on Five's cheeks.

"We should teach you how to ride a bike so you can see what it's like sometime. It's slower but you can make lots of memories and keep yourself in shape." Will suggested.

Five cracked a light smile and nodded.

"Sure, but for tonight; we will travel my way." Five grinned.

Will took Five's hand and he kind of felt a tingle when he did. It must be Five using his powers, yeah that had to be it. Five blipped them near the fair but away from crowds of people. Will was always going to find Five's powers cool and it did save them so much time. They got on line and paid for their admission and tickets they would need for the rides and attractions. The bright lights and smells of the fair really did hit Five a bit hard and he couldn't decided what they should do first. Will saw Five's excitement and he couldn't help but smile at the green eyed boy with him.

"So we do some rides before we get some food?" Will suggested.

Five nodded as he and Will walked along the fairgrounds. They first decided to go on a Scrambler ride in which the two sat in a car and the machine lifted them up into the air and spun them around along with the other rides. At points it seemed like the would hit the other cars but it was just the way the ride operated. Will was screaming while Five was laughing throughout the whole ride. When they got off, Will felt a bit queasy and Five noticed Will was a bit pale. He gently rubbed Will's back and that made Will feel a bit better.

"T-Thanks. Man that was fast." Will croaked.

"Sure was and there's plenty more. Once you're ready we will go on the Gravitron next. That one is surely going to be a fast spinner."

Will chuckled a bit nervously as the pair of them went into the giant almost spaceship looking ride with glowing rainbow lights. They went up against the walls beside each other and Will's heart raced a bit before the ride even started. Five looked at him and he could see the nerves on his face and how his body was already shaking. He carefully reached for his hand and held it in his. Will looked to Five with a slightly confused expression but he also couldn't help but smile at the gesture.

"The ride is going to be really fast so you should hold on." Five simply said in a nonchalant tone.

Will nodded as the employee in the center of the Gravitron started the ride. It went from zero to a hundred in speed and lights flicked on and off in the ride. Will held on to Five's hand tighter as the ride went on and Five glanced over to Will. Both boys just smiled at the other as the ride went on and tried so hard not to scream. Will could see that Five was slightly scared of the ride too but he was trying to be calm for him. It was almost a bit sweet but yet so like Five to deny being scared of anything. When the ride stopped, Will and Five slowly got out of the ride, still holding the other's hand. Five was the first to realize this and gently removed it from Will's grip, stroking the back of his neck. He tried to play it cool and forced out a cocky laugh.

"So…ahem…that wasn't so bad. Yep, not bad at all, kind of slow." Five lied.

Will chuckled and accused,

"Yeah right, you were trying so hard not to scream and I saw your eyes going wide in the ride. You were scared as I was!"

Five rolled his eyes and denied,

"No way, I wasn't scared. It's a simple kiddie ride."

"Maybe we should go on again later if you think it's such a kiddie ride."

Five chuckled but he could wait a long while before they got on that ride again. It was kind of fast and he kind of felt a bit sick from the speed, but at least Will seemed to enjoy it. They next explored the Big Top, a maze attraction with a circus theme. The boys took their time walking in the building and exploring it. They stopped to look onward at the fair grounds from the balcony and decided their next moves.

"How about we go get some food next? I'm feeling a bit drained from the Gravitron." Five told Will.

Will nodded and then added,

"Maybe than we can do some games, more rides, and end with the Ferris Wheel and fireworks?"

Five chuckled and teased,

"Ferris Wheel and fireworks, how romantic Byers."

Will scoffed at that and shot back with,

"Or we can end it with the Gravitron again until we both puke?"

That shut Five up and they walked the fair grounds to sample some of the food offerings the fair had to offer. Five and Will first went to buy themselves a funnel cake to split between them with a ton of powered sugar and strawberries. It was fried and sugary goodness and Will couldn't help at how much Five had already eaten for himself.

"Hey, save some for me!" Will expressed playfully.

Five chuckled and gave the rest to Will to have. He licked the corner of his lip to wipe off a small drip of strawberry syrup and sighed happily.

"My old man was here if he would not approve. 'Number Five, you shouldn't be indulging in such garbage and this is not a valuable use of your time.' Yeah well fuck that asshole."

Will laughed at that and added,

"Just don't think about him and have fun."

Five nodded as saw Will munching on the funnel cake. He was smiling and having such a good time.

"Should we get hot dogs or corn dogs?" Five asked as he looked at the other food stalls nearby.

Will made a disgusted face and suggested,

"Uh, if we really don't want to puke, maybe neither. How about we get some pretzels instead with some fries?"

"Yeah and maybe another funnel cake. They are so delicious."

Will chuckled and can tell Five had a very huge sweet tooth. Will and Five ended up with fries, pretzels, sodas, popcorn, fried Oreos, and a funnel cake. They sat at a picnic table and enjoyed their treats. Just as the night was going very well, Will heard someone calling his name. He looked and frowned slightly to see it was Mike. Oh right, his family was going to be here and of course Mike would find them. Will sighed as he bit into an Oreo as Mike went to their table. He at first glared at Five and Five didn't waste time flipping Mike off and sneered,

"Go away."

Mike ignored him and softened his expression with Will. He knew he messed up, badly, and he really wanted Will and him to be back on good ground. It was just…a lot was going on and Will needed to understand it wasn't his fault for any of this and Mike knew it.

"Will can we please talk? I'm sorry for the D&D campaign and how I was acting. Really I was just in a bad mood and took it out on you. It's just…we're not kids anymore and losing El as a girlfriend really hurt me."

Will just sat there and listened while Five angrily munched on his pretzel. Great, this asshole was going to ruin Will's night.

"Yeah well losing you as a best friend kind of hurt me but you didn't seem to care about that did you?" Will defended.

Mike frowned and expressed,

"Where is that coming from? We are still best friends. When we nearly lost you at the hospital it hurt, really hurt. I don't understand why you're not treating me like this."

Will scoffed a bit and shook his head.

"Ever since you and El started dating last winter you have changed. You found any opportunity to swap spit with her and abandoned Dustin and I. You didn't know you were and didn't care. Maybe we're not all kids anymore, you're right on that. But I still want to enjoy what's left of those years despite me already being 14 so I can make up for the most awful two years of my life."

Mike felt the pit in his stomach grow and he could clearly see he made Will upset. He wondered if he royally fucked up and that their friendship was perhaps ending. Will sighed and stroked his arm as Mike's face shifted from sadness to anger when looking at Five.

"What have you been telling him?" Mike asked.

Five forced a smile even though he wanted to slug Mike at this point.

"Nothing Mike, nothing. Will is speaking from his mouth and heart; not my head. Although if I had to say something to you; you've been fucking horrible. What kind of friend can't find a balance between his friends and girlfriend. After all Will's been through…"

"You don't have any idea what he's been through Aidan okay! You're just some stranger that's just invading in our lives and keeping Will away from everyone! How are you any better than what I did by accident!" Mike spat.

Five scoffed and finished his pretzel. He got up and got into Mike's face, leering at him.

"No Mike, you chose to keep seeing El at all hours and lessening your time with Will. By the way, Will's starting to tell me about the shit about the…Upside Down is it. He must trust me enough to share his trauma since I'm just as fucked up."

Mike felt a chill down his spine and he glanced over to Will, confirming Five's words with a nod. Why would Will share something so personal to this stranger? Will didn't like to be reminded to much of the hell he's been through yet he was sharing it with Aidan, the fucking asshole who just appeared out of nowhere.

"Why did you tell him?" Mike asked.

Will sighed as he finished up his fries and got up from his seat. He motioned to Five he would be right back and they had a short walk together. Things were quiet, eerily quiet, and Mike didn't like this feeling.

"Honestly Mike, I told him because I felt this connection with him. He's not like us yes and not like anyone in Hawkins, but he understands me and knows what it's like to be different. Now I know you made it really clear you don't like Aidan, but I do. He's my friend and I want to be there for him."

"Be there for what? He's probably just some rich kid's punk son who wants to piss off his dad. You don't have to be there for him." Mike argued.

Will sighed and shook his head.

"You don't know him and you don't want to get to know him. It hurts me that you're trying to decide things for me like you're doing for El. That is your problem Mike, you want things one way, your way. Honestly…I think I need some time alright?"

Mike crossed his arms and gulped. He was not dealing with this was he. First El dumps him and now this. Who was this kid and what happened to the sweet, kind, and gentle Will he knew all his life.

"Are you saying we're not friends anymore? You're just letting Aidan ruin our party, our friendship?"

"He's not Mike. I just…I just want some time to think about us and for myself. Some of that time will be with Aidan when he's not working but…I think you also need to think if you really want my friendship. I shouldn't have to sidelined all because you want El and…you do matter to me Mike but I need to be treated better. Please give me the time. I'm not mad and I forgive you but…this is just how our friendship needs to be right now. Now I am sorry, but I have to get back to Aidan. I will see you around in like a couple days, maybe a week or two."

As Will was walking back to the picnic table where Five was he could hear Mike yelling,

"Come on, don't do this! Will!"

Will sighed as sat down with Five and he knew Mike and him needed time apart. He looked at Five and he couldn't help at the strawberry mess on Five's face.

"God you're messy." Will teased.

Five laughed as he wiped the excess syrup off his face.

"Sorry, I just really love fried donut like food covered in sweet goodness."

"Good I'm glad you're having a good time with the food. It's nice to see you in a good mood."

"Same despite Mike almost ruining it. Now how about we play some of these rigged games and maybe hope we get a very cheap plush for our troubles." Five sassed.

"Sounds like fun and I know I can beat you at the water shooter game."

Both laughed softly as they finished their food and went to play some carnival games. They tried to test their strength but neither could reach the bell. Five looked to Will and mentioned,

"Luther would win this, all muscle but very little brain for much."

They moved on to the water shoot out game and they were pretty much neck and neck with each other. When the game ended, the fair worker saw that Will's boat made it to the end first and granted him a prize. He ended up picking a stuffed green dinosaur and Five couldn't help but smile. He didn't even want to say how he just let him win or even how he could have beaten Will since that didn't matter. They stopped by a ring toss game and if they landed the ring on a special marked bottle, they could win the top prize. Five studied the bottles first as Will just was tossing the rings and missing them. He landed on a small prize one and got himself a little teddy bear no bigger than his hand. Five had a go at the ring toss and his ring landed on the special bottle marked with a red ring around the neck. The worker glared at Five but he reluctantly gave him a giant dog plush as his prize. As they walked away, Will couldn't help but be amazed.

"You were calculating how to toss the ring weren't you?" Will asked.

Five chuckled and clenched to the giant plush.

"Maybe, but at least I have another soft pillow thing to help me sleep at night. Now how about we go on more rides before ending off with the fireworks?"

Will smiled as they went on many more rides, including another round on the Gravitron. Both nearly puked but they had each other to hang on to as the ride sped up faster and faster. When they got off, they both used their last tickets for a ride on the Ferris Wheel. They climbed into the car and sat next to each other. The wheel went up at a moderate speed and their car stopped at the very top. Will and Five were able to see the fireworks in the air, magnificent displays of fiery blossoms of art in the night sky. Five smiled at the display and was enchanted by how beautiful they were. Will noticed Five's interest and made note of it for his next art piece. Being here with Five gave Will a bit of courage in himself and he felt good about himself. Meanwhile Five enjoyed Will's honesty and simplicity; and he wanted to not rush to get home and take in the simpler moments in time. He glanced over to Will and he couldn't stop smiling…which was oddly strange yet it felt right.

"Thanks for coming with me, Will."

Will looked over to Five and smiled tenderly back.

"Not a problem. I'm glad I was able to come with you. I had such a blast."

"Same Will same…here's to more fun times okay and enjoying our youth?"

"Yes f-for sure!"

As the Ferris Wheel started to lower down, Five looked to the horizon in contemplation. This might have been a mistake but it was soon becoming a blessing in disguise. For the first time in a long time, he was having pure fun and enjoying himself. Time was already changing him and perhaps those changes would truly be a difference for one Five Hargreeves.