"Are you okay?"

Max asks the question before she can help herself.

Billy had been late picking her up, which was rare these days. And now, he's driving. The speed limit. No music blaring. No cigarette dangling between his lips.

His gas light is on. He had a quarter of a tank this morning.

He's wearing sunglasses, so Max can't get a good look at his eyes. His hands are gripping the steering wheel tight, skin pulled white at the knuckles.

He doesn't answer her.

"Billy?"

"I'm fine," he growls. But he's Not Okay. Max can feel it and something bubbles up in her gut that she has never felt for Billy before.

Worry.

Dread.

Still, she drops it until they get home.

xxx

When Billy gets inside, he goes straight for the kitchen sink. Fills a cup up with water and just stands there, staring out the back window.

Max had followed him. "What's going on?" she tries again. She drops her book bag to the floor by the kitchen table. "Billy?"

"Nothing, Max. I told you I'm fine." His voice is pinched.

"Then turn around and look at me."

Billy sniffs. "You are such a pain in the ass," he says hoarsely, and doesn't turn around.

"You're crying." She knows he is.

Billy lifts his cup to his mouth with a shaky hand. Takes a drink and doesn't deny it. "That's great, Max. Thanks for noticing. You can stop pretending to care now."

Max's heart thunders in her chest at how despondent he sounds. "Billy, I'm not pretending. You're scaring me." She knows how strongly Billy can feel, primarily anger. But this isn't anger. She's pretty sure this is despair.

Billy flinches at her words. You're scaring me. "Yeah, because I'm no better than Neil, right?" he says, so quietly that Max isn't sure she was meant to hear it. He turns around to face her then, eyes overflowing with tears, his breaths coming in shudders.

He's shaking.

"No… Billy…" Max closes her eyes. It had been a mistake saying that. She takes the cup of water from him and leads him to sit down at the kitchen table. "Just sit down a minute and breathe, okay?"

He nods and covers his face with his hands. He's trembling all over.

Max bites down on her lip. She doesn't know what to do with this Billy.

She glances at the clock. It's a little after 4:00. Their parents don't usually get home until after 5:00. Which means… she's on her own. She doesn't think Billy would want their parents to see him like this anyway. She doesn't think he wants her to.

She sits down in the chair across from him. "Where did you go today?"

"Who says I went anywhere?" Billy challenges her flatly, not dropping his hands.

"There's gas missing from the tank, Billy. I'm not stupid."

"It's none of your business," he counters.

"Then don't have a fucking meltdown in the middle of the kitchen."

"I'm not having a meltdown."

"What do you call it then?"

Billy lowers his hands to look at her. "I don't know," he breathes. "I don't know."

xxx

He locks himself in his room after that and Max has to cover for him with Neil.

"I think he's sick," she answers when he asks where the hell is my son? after Susan had called for dinner.

Neil doesn't buy it.

He knocks Billy's door down. Pulls him out of bed by the collar and drags him into the kitchen. Slaps him hard twice before shoving him into a chair.

You don't skip meals that Susan has slaved over, you disrespectful piece of shit. You're going to eat this meal that Susan prepared. All of it. And I better hear you apologize to her for being late.

Billy keeps his head down. Mumbles, "Sorry, Susan."

They eat their meal in silence.

It tastes like ash to Max.

xxx

Billy pukes it all back up in the middle of the night.

Max is there. With him. She hadn't been sleeping anyway.

He tells her to leave.

She doesn't.

xxx

Billy still drives her to school the next morning. The cigarette is back. The blaring radio is back.

Max reaches to flip it off.

"Watch it, Maxine," he warns.

She flips it off anyway.

"Are you seriously going to go to school today?" she asks to the silence. "You could barely keep your head up last night."

"Don't need your concern, Red."

"Billy."

Out of nowhere, Billy whips the car to the side of the road and throws it in park. "You don't get to do this," he says through gritted teeth and puts his cigarette out in the ashtray. His face is becoming flushed, causing a different kind of contrast to highlight the fresh bruise on his cheek.

Max's heart is being fast from the rush. "D-Do what?" she stutters out.

He shakes his head. "Just because you know now," he swallows hard. "It shouldn't change that you fucking hate my guts. I'm still the same jerkwad, Max. Neil was beating me long before you and Susan ever showed up. So I'm still the same. Nothing has changed. Nothing is going to change."

"I don't hate your guts," Max says, shrinking into herself.

Tears are welling up in the corner of his eyes. "That's my point. You used to. Let's just go back to that before I let you down again, huh?"

He turns the radio back on.

Max flips it off again because she has something she needs to say about this. Billy has been more on her mind these days than the Upside Down.

"I do think you're an asshole," she says. "Grade A. But I also think you're scared. You're scared of getting close to anybody because the only person you were ever close to left you. I think your default is anger and yesterday was a rare time I saw through the cracks. I think you're like Neil in ways you can't control, but I think you can be better than him."

She thinks about the short exchange she and Lucas had last night over the walkies. Will says Billy took Steve back to his house to get his car. He said he was good for Steve. Helped him through it.

"I know you can be better than him," she amends.

She lets out a deep breath.

"And I don't hate your guts."

Billy stares straight out the windshield. Doesn't say anything. He licks his lips, punches the radio to turn it on, and tears out into the open road.