I DO NOT OWN STRANGER THINGS. SHOUTOUT TO EVERYONE WHO REVIEWS. LET ME KNOW IF YOU HAVE ANY SUGGESTIONS FOR DATES.

Hawkins, Indiana. Later that night.

As All Hallows Eve wore on, Mike felt anxious as Hell. He desperately wanted some alone time to be able to talk with Max. Unfortunately, Dustin and Lucas were competing amongst themselves to flirt with her. Thankfully, Max would always look behind and smile at him; to let him know that she was only interested in him. It comforted Mike considerably, but it took all of his self control not to snap at the boys for hogging his crush.

After a few minutes, Mike looked around for Will, but couldn't find him. Fear started to take hold and a dozen scenarios were running through Mike's head; none of them good.

"Will!" Mike called out as he looked for his best friend, but he was nowhere to be seen. A few minutes later, Mike found Will in a corner; looking like he was having a seizure.

"Will, what's wrong?" Mike asked anxiously. "I couldn't find you; are you hurt?"

"Holy shit!" Dustin exclaimed as he, Lucas, and Max arrived on the scene.

"Is he okay?" Lucas inquired nervously.

"I don't know!" Mike said as he turned Will's head to face him. "I'm gonna get you home, okay? I'm gonna get you home. Hold on, all right, take it easy. Dustin tried to reach for Will as Mike helped him up.

"I got him." Mike snapped as he put his arm around Will.

"Mike?" Dustin asked with concern.

"Keep trick-or-treating, I'm bored anyways." Mike insisted as he walked Will away. Max decided to run up to them and cover the other side of Will Byers.

"What's wrong with him?" She asked.

"Nothing...he just gets panic attacks." He lied, not wanting Max to know the truth about Will's time in the Upside Down. Thankfully, Max didn't press further on the subject; sensing how personal it was for the both of them.

"OK...so are we taking him home?" Max asked.

"No, we don't want Mrs. Byers to worry, she's nervous about Will as it is." Mike answered as they kept walking Will. "I know where we can go."

Wheeler House. Hawkins, Indiana. Later that night.

As the 3 kids walked into Mike's house, they spotted his mother in the kitchen.

"What are you kids doing home so early?" Karen Wheeler inquired as she drank coffee.

"Will got tired, so we decided to come back and just split our candy." Mike said as his mother's eyes turned to Max.

"And who is this lovely young lady?" Mrs. Wheeler asked.

"I'm Max, it's nice to meet you." Max said, clearly awkward with meeting Mike's mom.

"Anyway, we have Candy to divvy up." Mike said, escaping any further questions and leading Will and Max to the basement. He closed the door as Max set Will down on the couch. Will was talking now, but he didn't seem comfortable sharing what he had seen. He decided to split up their candy 3 ways while Mike and Max were left alone.

"What is that?" Max asked as she pointed to the pillow fort that was still up in the basement.

"Um...it's a pillow fort. I made it...last year." Mike answered awkwardly as Max slowly crawled inside it.

"It's cozy." She said with a shy smile smile as Mike followed her inside and lowered the flap.

"I was...I was kind of hoping that we would get some alone time tonight." He said with a small blush upon his cheeks.

"Oh really, and what were you planning to do to poor little ol' me?" Max asked teasingly as she gently took Mike's right hand in hers.

"Touch you?" Mike asked as he rises his left hand and let his fingers slowly make their way through Max's head of fiery red hair. Max closed her eyes and smiled as Mike enjoyed the feel of her beautiful hair moving through his fingers. Eventually, his fingers moved from her flowing red hair to her freckles cheeks. Mike tried counting each freckle Max had as he slowly touched each one. He could see Max's cheeks turning pink as she slowly leaned into kiss him.

Suddenly, Mike was taken back to his first kiss with Eleven. He quickly pulled away, running the moment.

"What's wrong Mike...do you not like me?" Max asked with a look on her face that was a mixture of toughness and hurt.

"No Max!" He exclaimed as he grabbed her hands. "I really like you...it's just, my last girlfriend...left, and it's been really hard." Mike lied again, feeling so guilty for not telling her the truth. He felt tears coming from his eyes when he thought about El.

"Do we need to go slow?" Max asked gently as she wiped his tears with her thumb.

"Yeah...just for now." Mike replied as he looked at her. He knew that if he was going to get over El, he had to ease into this new relationship. "Would you be ok with that?"

"Sure Wheeler, I can go a little slow." Max replied as he leaned in and planted kisses on both of her cheeks. Max smiled as she did the same before they both wrapped their arms around one another and snuggled close.

"Hey Max?" Mike asked gently as they looked in each other's eyes.

"Yeah Mike?" Max asked as she held him close.

"Can I take you out on a date?" He asked nervously as he couldn't help but fear rejection; this was only the 2nd girl in his life who seemed interested in him.

"Sure, but you had better take me somewhere good or I will kick your ass." Max insisted with a giggle as the two laughed and engaged in the act of Eskimo kissing; ignoring the calls of Will who wanted to chow down on Candy.

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