It felt like everybody in the room was talking at once.

Max's head swivelled back and forth in an attempt to keep up with the flurry of conversations going on around her as the group tried to formulate a plan.

The Chief had just called Dr Owens back, only to discover that the man had barricaded himself inside of his office due to the lab being overrun by a horde of demodogs emerging through the gate; a development that made Hopper and Eleven's mission exponentially more dangerous.

When Mike began going off again about El's powers not being strong enough for what she had to do and how they shouldn't be treating her like a weapon, Max inched her way toward the back of the room and snuck off down the hall.

Slowly, she pushed open the door of Will's bedroom, peeking her head inside to find him still asleep on his bed where Jonathan had relocated him.

She approached him with caution, coming to a crouch next to his unconscious form. His sleep wasn't peaceful—his eyes twitching back and forth beneath their lids, his chest rising and falling rapidly, forehead glistening with sweat.

Max swallowed hard and rested her chin on the edge of the mattress, covering his folded hands with one of hers.

"Will, you need to come back, okay?" she murmured, even though he probably couldn't even hear her. "I can't be the only member of the Shitty Dads Club, I need you to come back. You're the best one out of all of us, you know? The best one. So you work on getting this fucker out of you and we'll take care of the rest."

Hearing movement behind her, she stood and turned to find Mike standing in the doorway. She wondered how much he'd heard. His eyes were misty as he looked at his best friend for a long moment before shifting his gaze to her.

He opened his mouth to say something but Max ducked past him before he could, quickly making her way back to the living room.

She couldn't deal with Mike right now. She hadn't even begun to process everything that had already happened that day, and it wasn't even ten pm.

No one looked at her as she reentered the room, too consumed with debating the logistics of the plan to notice her.

Feeling useless, Max continued through to the kitchen, opening the fridge and grabbing a generic brand cola before slipping out the back door.

Breathing in a lungful of fresh air, she cracked open the can as she leaned back against the siding. She took a long sip, and let her tired eyes fall closed, relishing the quiet.

Not even a minute later, the door opened and Lucas stepped outside, his gaze immediately landing on her.

He shot her a smile as he came to lean beside her, hands stuffed into the pockets of his jeans. "Hey."

"Hey," Max smiled back.

"How are you holding up? I know this must be… a lot."

"It's fucking crazy." She shook her head. "I can't believe you guys dealt with this when you were only thirteen."

"I can't believe it's happening again," he sighed.

They stood like that for a minute, the silence filled only by the sound of the moths bumping intermittently against the dim porch light.

Then Lucas took a deep breath and she saw him turn towards her in her periphery. "Max, can I ask you something?"

"Shoot."

"Do you think that if a person has like, feelings for someone, they should tell them?"

Ah, shit. She knew this would happen eventually, she just didn't think Lucas would choose the absolute worst moment to do it.

They'd been having a nice talk in the junkyard earlier before the demodogs appeared. She supposed that, coupled with the whole facing-their-own-mortalities thing, had given him a push.

"Um… I dunno," she answered, keeping her eyes on the treeline as she finished her drink and set the can down on the windowsill on the other side of her. "It depends on the situation I guess…"

He reached out and grasped her elbow, gently rotating her towards him. "Well… what about our situation?"

Max gazed up at his open, earnest face and the tentatively hopeful smile on his lips. Why didn't she like Lucas?

He was funny and nice and definitely not bad-looking. He had been her first friend here—the first one she'd opened up to about Billy and how angry she was about having to leave California.

And he actually fucking liked her, and only her, which was a major point in his favour. He would be steady. Dependable. Loyal. He'd probably worship the ground she walked on and agree with whatever she said without making any annoying little comments.

He was exactly the type of guy she should want to be with if she had any sense whatsoever.

She could picture it—swaying back and forth at Spring Formal, sharing popcorn at The Hawk, meeting his perfect, smiling parents…

Which was why, when he started to lean in towards her, eyes zeroing in on her mouth before drifting shut, Max didn't back away.

She let his lips press lightly against hers. They were full, and a little dry. Her eyes fell closed and she allowed herself to focus on how it was making her feel.

It didn't knock her off her feet, but there was a slight stirring inside of her—the possibility of a spark, like striking a piece of flint with a pocket knife.

Maybe if she just…

His hands came to either side of her waist as she stepped closer and moved her lips against his, parting them slightly. She rested her hands on his chest, feeling the firm muscle there, and waited for the flame to ignite…

And then she kept waiting.

Damn it. She so badly wanted to feel the heat—the desire—that she felt with Mike, but that thing, that heart racing-skin tingling-stomach fluttering thing, it just… wasn't there.

No, apparently she only felt that with guys who treated her like shit. Maybe she was more like her mother than she thought.

"Lucas," she mumbled against his lips before flattening her palms to lightly push him back.

He pulled away with a pained look on his face. "No?"

Max shook her head. "I'm sorry. You– you're a great guy–"

"Just not for you?" Lucas supplied, his disappointment visible.

She nodded apologetically. God, she felt like such an asshole. But she couldn't string him along. She'd be no better than Mike if she did that.

Lucas sighed and gave a resigned nod. "It's cool, Max. I had to try, you know?" He smiled sadly and held out his hand. "Friends?"

"Yeah, of course," she replied, knocking his hand away and hugging him instead. "Always."

They stayed there for a few seconds, Lucas patting her back while she rocked them side to side. She really hoped this wouldn't change things between them. She didn't want to lose his friendship too.

"Hey guys, we– oh."

They stepped apart a second after Mike came through the door, freezing when he saw them.

Clearing his throat, he glanced between the two of them with an indecipherable expression on his face. "Um, we gotta move, Dustin has a plan."

The entire group gathered around the kitchen table again save for Joyce, who was with Will in his room.

Max glanced across at Eleven. She looked focused and unafraid, her dark eyes blazing with determination—completely transformed from the weak, bedridden girl Max had first met.

She couldn't help but admire El's unwavering loyalty and her willingness to put herself on the line for the people she cared about.

Maybe in another world, they could be friends. Maybe even in this one, they could be. Someday. If they all somehow survived this, maybe Max could try to set her bitterness aside and make an effort to get to know her.

"Alright." Dustin leaned his palms on the table. "Let's go over this one more time. We need to lure all the demodogs to the tunnels to clear a path for El to close the main gate." He pointed at the large "X" on the map with the end of a wooden spoon.

"We know that fire makes them run, but we have to close the smaller gates first so that when we light it up they all end up funnelled into where Steve and Lucas are going to dig, here." He pressed the spoon into the convergence of tunnels beneath the McCorkle farm.

"And hopefully by that point my mom and I have gotten that thing out of Will and we can signal Eleven and Hopper to close the gate," Jonathan chimed in.

Dustin glanced around the group. "Any questions?" When no one spoke up he nodded. "Okay. Who has weapons? Guns? Crossbows? Flamethrowers?"

"Why would any of us have a flamethrower?" Lucas asked.

"I don't know, apocalypse preparedness?"

"I have two guns," Nancy interjected before Lucas could reply. She raised a brow at the surprised looks everyone was giving her. "What?"

"I can get one, too," Max volunteered. "From my stepdad."

Dustin nodded. "Okay, so that means while Hopper takes El to the lab, Lucas and Steve will head to the farm to start digging. Nancy and I'll hit the gate near the lake, and Mike and Max will drive out to the quarry–"

"What? No!" Max exclaimed, prompting everyone to look at her. She flushed at her disproportionate outburst. "I mean… why can't I go with Nancy?"

"Because we need one person with a weapon and a car on each team, and you and I don't have our licenses," Dustin explained as if it were obvious. "Lucas and Steve need to dig since they're the strongest."

Max pursed her lips. She didn't have an excuse and she could feel Mike's probing gaze on her from across the table, so she sighed and muttered, "Fine, whatever."

When the group disbanded a minute later to gather supplies and prepare, Nancy pulled Max aside before she could leave the kitchen.

"Have you shot a gun before?" she asked. Max shook her head. "What kind is it? Semi-automatic or revolver?"

"Um…" She scraped her teeth over her lower lip as she tried to recall. "Revolver, I think"

"Okay. So There'll be a switch on the side to open the chamber. Make sure there are bullets in it. When you're ready to use it, hold it with both hands, cock the hammer, and squeeze the trigger. Hard. Got it?"

Max nodded apprehensively, feeling completely out of her element.

"Hey, look at me," Nancy said softly, searching her face. She looked so much like her brother when she did that. "Can you do this?"

"Yes." Max nodded again, with more conviction this time. "I can do it."

A few minutes later Max stood in front of the Byers house, watching everybody load up their vehicles before heading out.

Lucas stopped as he passed by her, planting his hands on her shoulders and giving them a squeeze. "Good luck. Don't die."

She nodded, flashing him a grave smile. "You too."

She watched him finish loading gas cans into Steve's sedan before getting in and driving away, and then, inadvertently, her gaze drifted over to Mike and Eleven.

They were standing close together, and Mike reached up to cup her face tenderly with both hands.

"Be careful, alright? I can't lose you again," Max heard him say, his voice wavering with desperation.

"You won't lose me," Eleven vowed, grabbing onto his wrists.

"Do you promise?"

"I promise."

Max tried to tear her eyes away from the intimate moment but couldn't. Her chest constricted as their faces began to drift closer. If they kissed in front of her right now she didn't know what she would do.

But before anything could happen, the Chief honked the horn of his truck and leaned his head out the window. "Let's move, kiddo!"

Thank you, Hopper, Max thought to herself, letting out the breath she'd been holding as Eleven darted over to him.

"Ready?" Mike asked as he approached her, tilting his head towards his station wagon.

Max nodded, avoiding eye contact. "We need to make a stop at my place for the gun."

As they drove, she pressed her forehead against the cool glass of the window, trying to ignore the way her insides were twisting themselves up into a pretzel.

It was bizarre, being alone in this car with him again. She heard their supplies rattling around in the back seat and thought of the number of times she'd been there herself, folded nearly in half with the soles of her Vans pressed against the ceiling while Mike–

She clenched her teeth, cutting that particular walk down memory lane short.

Mike swallowed audibly next to her. "So um, what was that earlier? With Lucas?"

"None of your business is what it was," Max scoffed. He had some fucking nerve asking her that.

The vinyl cover on the steering wheel squeaked beneath his hands. "Well I mean are you like, dating now or…?"

"No Mike, we're not dating," she answered. "We're just friends."

"Just friends like you and I were just friends?"

She winced, his casual use of past tense a painful reminder of how easily he'd dropped her. "No. Just friends."

"Oh. Okay."

Max narrowed her eyes. He almost sounded relieved. She glanced over to see that the vise grip he'd had on the wheel had loosened slightly and his shoulders were no longer next to his ears.

Asshole. As if he has any right at all to be jealous. Now she kind of wished she was messing around with Lucas just so she could see how he would react.

Frowning, she reached over and turned on the radio, letting Led Zeppelin fill the silence for the rest of the short drive.

When they pulled up to the trailer park she noted with displeasure that while her mother's car was gone, since she was at work, Neil's truck had returned.

"Wait here," she said as she got out of the car.

Max opened the trailer door slowly, immediately greeted by the sight of Neil passed out on the couch, the television on but showing off-air static.

The coffee table in front of him was littered with crushed beer cans and orange pill bottles, and she could see the residue of a white powder on the surface.

She eyed him with disgust as she crept past him and into the bedroom, suppressing her fury in order to focus on the task at hand.

As expected, the gun was in a shoebox on the floor of the closet. It took some fiddling to figure out how to pop out the chamber. When she got it, Max peered inside. There were only three bullets. She smacked it back in, searching the box for any extra ammo but not finding any.

She stood and kicked the box back where it came from. Three would have to do; she was out of time.

As she left the room, Max looked down at the gun, testing the weight of it in her hand, feeling the cold curve of the trigger against her finger. It made her feel slightly sick. She'd never gotten the whole fascination with firearms.

She had almost reached the front door when Neil let out a loud snore. Max stopped and turned to look at him—pants undone, mouth hanging open, enjoying his opioid slumber without a care in the fucking world.

Suddenly, she was breathing hard and, for the second time that day, she felt a harsh anger burning up her throat, threatening to choke her.

How dare he sleep so peacefully after what he'd done to her mother?

Fuming, she strode over and picked up the half-full glass of whiskey sitting on the side table, diluted from melted ice cubes.

She threw it at him, drenching him in liquid. "Wake up, you piece of shit."

Neil jolted awake, coughing and spluttering, looking down at himself in confusion.

Max aimed the gun at him and depressed the hammer with a loud click. He looked up at the sound, both hands flying up automatically.

His eyes narrowed when he realized it was her. "What the fu–"

"Shut up," Max said, adjusting her hold on the wood-plated grip. "My mom might not fight back, but I sure as hell do."

The door creaked behind her and she knew Mike had come to see what was taking so long. But she kept her eyes trained on Neil, and the gun pointed at his chest.

It would be so easy to just pull the trigger.

"Max…" she heard Mike say. He was just behind her but he sounded miles away.

She imagined sending a bullet into Neil's gut, watching him slowly bleed out in front of her. It would be messy. The couch would be ruined… not to mention she'd probably go to juvie. Then her mom would have no one.

He must have seen the hesitation on her face because he sneered, lowering his hands. "Little Maxine thinks she's all grown up, huh?"

The chuckle he let out was a nasty, mocking, humourless thing that sounded just like Billy's. "You don't even know how to use that thing, little girl. I bet–"

Her index finger pulled the trigger at the same time she jerked her arms up, firing a deafening shot just above his head that shattered the window, her whole body jolting from the recoil.

"You little fucking bitch!" Neil growled, shielding himself with his forearms as glass rained down on him from above.

Max's ears were ringing but the adrenaline flowing through her kept her remarkably calm. She looked her stepfather in the eye, his face contorted with rage as a thin trail of blood dripped down his forehead.

He tried to get up but the cocktail of booze and pills kept him sluggish and off balance, and he fell back onto the couch cushions with a grunt.

"Next time I won't waste the bullet," she spat, levelling the gun at his face. She fought the urge to step closer—shove the barrel into his mouth and make him choke on it, watch the tears stream down his cheeks.

"If you ever hurt her again, I swear to god, Neil, I will fucking kill you."

She turned and shoved past Mike, who was standing awestruck in the doorway.

"Holy shit, Max!" he exclaimed as he followed her to his car. "I can't believe you just did that!"

On her way out, she stopped to grab her old baseball bat from the front porch just in case they needed it.

"Let's go." She grasped the door handle on the passenger side. "Actually, hold on."

Whirling around, Max tightened her grip on the bat before swinging it with all her strength, smashing the driver's side mirror clean off of Neil's precious truck in a spectacular explosion of metal and glass.

"Okay, now we can go," she said, getting into the station wagon. Mike got in as well and started the engine, but then he just sat there staring at her with obvious concern. "Drive, Mike!"

"Right," he nodded stiffly, flooring the gas and peeling out of the trailer park.

Max was practically vibrating as she thought about what she'd just done, picturing the delicious look of fear on Neil's face as she gave him a taste of his own medicine.

She looked down and realized her hand was still gripping the gun, knuckles white. After confirming that the hammer was no longer cocked, she tucked it into the glove compartment before turning up the radio.

"Has Neil been getting worse?" Mike asked after a few minutes, keeping his eyes on the road.

Max licked her lips and nodded. "Ever since Billy skipped town. Then today he–" She swallowed around the painful lump in her throat. "He hit my mom."

"Shit." He glanced at her as they turned down the gravel road to the quarry. "You should've told me."

"You've been busy," she said pointedly, wrapping her arms around herself. "Nothing you could've done anyways."

"I could have–"

"Drop it, Wheeler. Just stay out of my shit, okay?"

Mike gave a derisive snort, his previous empathy evaporating. "That's funny, because I seem to remember you being the one who brought her shit directly to my fucking window night after night."

"Seriously?" Max hissed. She couldn't believe he was bringing that up right now.

"Yeah, seriously! So you don't get to be pissed that I care when you're the one who made me f–" He cut himself off with a frustrated sound.

"What?"

"Never mind," he muttered as they reached the dead end. He threw the car into park and cut the engine. "Let's just go get this shit done."

Max swallowed as she grabbed her things and got out of the car, taking out the gun and tucking it into the back of her waistband.

Was it possible he actually cared? If he did, he sure hadn't been showing it lately. But then again she had been icing him out pretty good…

She shook her head. Now was not the time to agonize over old feelings. Not when the fate of the world was potentially at stake.

Mike squinted between the map in one hand and the compass in the other, muttering to himself before starting towards the wooded area to their left.

"Mike."

He stopped and looked back at her impatiently. She tossed him the bat so he could have some form of protection as well. He caught it awkwardly and tucked it under his arm, giving her a nod of thanks.

They moved through the woods in silence, flashlight beams sweeping across the ground in front of them. The moon was nearly full, aiding their journey.

The noises of the forest felt magnified—owls hooting, small animals scurrying underfoot, the breeze whispering through the budding leaves.

They'd been walking for about fifteen minutes when Mike came to an abrupt halt, peering closely at the map. "It should be around here."

They fanned out in opposite directions, shining their flashlights over every inch of the ground.

Max saw nothing out of the ordinary, and she was beginning to think they were in the wrong place when she spotted it—a hole in the trunk of a massive tree, large enough for a person to crawl through.

It looked as if it was covered in cobwebs, and there was some sort of clear liquid dripping down the bark. As she leaned in closer she noticed the glow of a faint red light, pulsating like it was alive.

She shivered, the hairs on her forearms standing on end. This definitely felt like something unnatural.

"Mike?" Her whisper sounded deafening in the silence.

He came over, crouching down and sweeping away some of the white, webby substance. His hand came away covered in a thick slime. "Yup, this is it."

"Gross," Max muttered as they set their heavy backpacks down and got their supplies out.

They worked quickly—Max keeping the planks in place while Mike hammered them to the bark with long nails, both of them holding their flashlights in their mouths.

It wouldn't stop a demodog from breaking through if it really wanted to, but hopefully it would be enough to keep them moving through the tunnels when they started the fire.

He was methodical, ensuring the gate was boarded up in all directions—horizontally, vertically, and diagonally. After each nail he paused, listening for any sign of danger.

When they ran out of planks Mike stood and dusted off his knees. "Okay, I think it's good."

Max bent down to test it, pulling at the boards to see if any were loose.

"I said it's good!" he scoffed.

"Well then it's no big deal if I check," she shot back.

"Whatever."

Once she was satisfied the gate was secured she straightened up and spun around to face him. Mike's eyes quickly flicked up to hers, widening before he turned away to gather his things.

Max frowned. Had he been looking at her ass? Perv. Well, too bad for him, because that door was closed. Not that that door had ever been… open…

She swallowed. Jesus Christ, why was her neck getting hot?

She cleared her throat and shouldered her considerably lighter backpack. "Um yeah, it's good. Let's go."

As Mike led them back through the woods with his compass Max couldn't help but feel like something was off.

After a minute she realized what it was—all of the ambient forest noises that had accompanied their walk here were now absent, leaving it eerily quiet.

The only sound came from the twigs snapping beneath their feet and the tools clanking in their backpacks.

Goosebumps arose on her arms and the back of her neck, her scalp prickling as she was suddenly overcome with the sensation that they were being watched.

Heart speeding up anxiously, Max glanced around at the dark, gnarled shapes surrounding them—silhouettes of trees and twisted branches made ominous by the silver light of the moon.

She knew she was probably just being paranoid so she tried to shake it off, looking back down at the ground ahead. The sooner they got out of here the better.

Then Mike's arm flew out to the side, stopping her in her tracks.

"Wha–"

"Shh." He held up a hand to silence her as he scanned his flashlight beam over their surroundings.

There was a rustling sound directly ahead and he shone his light at it, revealing nothing but thick shrubbery and a fallen, half-decayed log. Please be a bunny, Max thought as they waited with bated breath.

But then they heard it—a soft, curious chittering noise followed by a deep growl that made her blood run cold.

"Max…" Mike said in a low voice. They looked at each other, faces grim.

"Run."

Author's Note: Oh shiiiit!

Also, sorry Lumax fans, I know they're cute on the show or whatever, but this is a Madwheeler fic after all :)

Next chapter in two weeks!