CW: Brief description of unwanted sexual advances.


Everything had changed so quickly.

Max had no idea where she and Mike stood. They'd been in a kind of limbo for the past two weeks; stuck in a holding pattern with no end in sight. She hadn't dared go to his window, even though she'd wanted to on more than one occasion.

She barely even saw him anymore, not that she could handle being around him anyway. Every day as soon as the final bell rang he was dashing off to see Eleven.

And he wasn't the only one acting differently. Dustin and Lucas couldn't wait to go over and teach her things, making lists of movies and TV shows and games they could show her once she was ready to see people; even Will had been drawing pictures to decorate her room at Hoppers.

Max was trying to be a good person, she really was.

She'd never encountered the Upside Down or anything from it, and based on what the boys had told her it sounded horrifying, but she still didn't understand why they were so obsessed with this girl. How great could she really be?

A superhero, they had always called her. How was Max supposed to compete with that?

Valentine's Day came and went. The boys gave Mike cute, hand-drawn cards to give to El. They didn't give Max anything. And okay, she'd vehemently expressed her disdain for the stupid, made-up holiday the past two years in a row, but still. It stung.

And she began to find it difficult to ignore the tiny voice in her head whispering that she'd really just been a placeholder for Eleven all along.


During the final week of February, Mike delivered the news that El was finally feeling up to seeing visitors.

They all met up after class, and while Lucas, Dustin, and Mike took off down the hall, chattering excitedly, Max hung back, lingering at her locker and pretending to look for something in her backpack.

"Don't take it personally." Will appeared next to her, looking down the hallway after his friends. "When he's thinking about El, no one else exists."

Max snorted. "Like I give a shit."

She could tell Will didn't buy her lie, but he generously chose to ignore it and turned towards the exit. "Are you coming?"

"I dunno…" She twisted the ends of her hair around her fingers. "I don't think I should. I mean I didn't know her before…"

"I didn't either, really," Will grimaced. "If it's weird we can leave together, okay? I'll make up an excuse."

The knot in Max's stomach loosened a little. She'd forgotten Will had never actually met Eleven. At least she still had someone in her corner.

"Thanks, Will," she smiled.

One bumpy car ride later, they all crowded into the tiny bedroom in the police chief's cabin in the woods. Will and Max kept towards the back of the group, standing awkwardly in the doorway while the other boys rushed forward.

God damn it, Max thought as her eyes swept over the girl sitting up in the bed. She was pretty, with perfect, unfreckled skin and big doe eyes that lit up as soon as they landed on Mike.

She observed them together—the way Eleven automatically reached for his hand as he came to stand next to her, clutching it like a lifeline; how Mike angled his body towards her instinctively, as if putting himself between her and everyone else, protecting her.

Max hadn't really gotten it before, how he could be so hung up on this girl he'd ultimately only known for a week; how they could have a bond so intense that Mike's heart still yearned for her years after she'd vanished.

But now she watched the way they seemed to have whole conversations without saying a word, and she saw the smile he gave her—that dreamy fucking smile that wrinkled his nose and showed off all his teeth, which Max had grown accustomed to being directed at her in their private moments…

Seeing all of that, Max finally understood.

None of it had been real between them. Not the heated glances or their thighs pressing together on the sofa or the barely perceptible brushes of their knuckles as they passed each other in the hallway; not the soft kisses in his bed or the secrets whispered into the darkness of his room.

It all paled in comparison to how he looked at El.

He had probably been thinking of her the whole time they were together. And Max was the fucking idiot who'd thought maybe it could actually be something when really she'd just been someone to fill the space.

Maybe Mike should have joined drama club instead of Hellfire because it'd been one hell of a performance. Standing fucking ovation.

After a few minutes, Lucas and Mike came back while Dustin sat on the edge of the bed to take his turn catching up with El, immediately enveloping her in a tight hug.

"Mike, this is crazy," Lucas grinned, squeezing his friend's shoulders excitedly. "Your true love is back!"

Max tried to hide the way she winced at his words, but they cut her right to the bone. I need to get the hell out of here.

"Yeah…" Mike laughed, running a hand through his hair and casting a sidelong glance at Max. She kept her face carefully blank and looked away.

Then there was a lull in the conversation and her stomach dropped when she realized a pair of intense brown eyes had zeroed in on her.

For a second Max wondered if Eleven's powers included mind reading because the way she was looking at her made her feel as if she knew every sordid thought inside her head.

"Um, hi. I'm Max," she said haltingly, stepping forward and holding out her hand as she forced a smile. "I've heard a lot about you."

The girl just glared at her, making no move to return the handshake. The boys shifted uncomfortably behind them, clearly unsure what to do as the agonizing silence stretched on. Max lowered her hand, wishing the ground would open up and swallow her.

Thankfully, Hopper chose that moment to return from grocery shopping, breaking up the tense moment as he stomped his boots loudly on the doormat.

He carried the brown paper bags in his arms that appeared to mostly be full of Eggo waffles to the kitchen table and clapped his hands together, oblivious to the awkwardness filling the cabin. "Alright kids, who's hungry?"

Will cleared his throat. "Um, Max and I actually need to go work on an English project, so I think we're gonna head out…"

Max shot him a grateful look. She could feel Eleven's eyes still boring into her and it was starting to make her sweat.

Thank god softball's starting in a couple weeks, she thought as she and Will grabbed their things and escaped through the rickety screen door. Then she'd have a solid excuse for not hanging out after school.

Besides, El would surely be strong enough to venture out of the cabin soon and then she'd be glued to Mike's side, just like she was meant to be.

Max looked up at the sky as they trudged down the path. The winter sun was already descending towards the horizon, its pale light filtering through the dense tree branches onto glittering snow.

When she'd first moved to Hawkins, she had been in a really bad place, mentally and emotionally. Then she'd befriended the boys and they'd provided her with a sense of belonging she had never felt before.

But now, for the first time, she felt like an outsider. An interloper. And she wondered if she'd ever really fit in or if she'd just been fooling herself all along. The truth was, Max could easily phase right out of the group and it could all be like before.

The Party had gotten their Mage back and, as Mike had always been quick to remind her, the Zoomer wasn't even a real thing anyway.

"Hey Max, wait up!"

She froze, a pit forming in her stomach at the sound of Mike's voice behind her. A few steps ahead, Will also stopped, turning to her with his eyebrows raised questioningly.

"It's okay," she said. "I'll catch up to you." He nodded and continued down the trail.

Turbulent, warring emotions bubbled up inside her as Mike's footsteps got louder. Max frantically tried to push all of it down and bring back the aloof numbness she'd blanketed herself in the past few weeks.

Taking a deep breath, she clutched her skateboard tight to her chest and turned, one brow arched nonchalantly.

Mike stood a few feet away with a sheepish look on his face. "Hey. I uh, I feel like we haven't talked in forever."

She shrugged. "We haven't, really."

He let out a nervous laugh and scratched the back of his neck. "Yeah, about that… I'm sorry I've been MIA, things have been–"

"Do you love her?" she asked abruptly, not wanting to prolong the awkwardness and in no mood to beat around the bush.

Mike's eyes widened before he looked away, squinting at the low angle of the sun as his teeth scraped over his bottom lip.

"I…" He sighed deeply, wringing his hands. "It's complicated."

Fuck. It took everything in her not to physically flinch. Max thought she'd been ready for the pain his answer would cause, but the sheer intensity of it nearly took her breath away. It felt like her heart was actively trying to claw its way out of her chest.

She willed her face to remain unaffected, however, unclenching her jaw and relaxing the space between her eyebrows. He couldn't know how much his words hurt her.

"But you have feelings for her," she ventured. Mike didn't answer. He didn't have to. It was written all over his face. She swallowed down the lump rising in her throat and nodded. "So where does that leave us?"

"I– I dunno." He hung his head, shoulders slumping. "I'm confused. Everything's… different now."

In an instant, her hurt morphed into resentment, and she found she couldn't look at him for a second longer. Fucking coward.

Max took a half-step closer, looking him dead in the eye. "Well let me help you out, Wheeler. You and me? We're nothing. And that's all we ever were," she said in her most indifferent tone. "You were just a warm body to me, so don't waste your time feeling guilty."

She felt something of a twisted sense of gratification from the sadness that flickered across his face. Well, fuck him. He didn't get to be sad. Not about this.

"Max–" he took a step towards her but she was already turning away, unable to hold back the tears prickling at the corners of her eyes any longer.

A small, pathetic, hopeful part of her thought maybe he would chase after her as she walked away, but instead of the crunch of footsteps over snow, all she heard was the slow creak of the screen door closing. She broke into a run as hot tears spilled over and rolled down her cheeks.

It wasn't a breakup because there hadn't been anything real there to break.

So why did it feel so fucking shitty?

From a young age, Max had learned that there were people in the world who things just worked out for—people who got what they wanted. She'd been allowed the occasional taste, just enough to let her see what she'd been missing out on; just enough to show her how good life could be.

But, as the universe constantly reminded her, she simply wasn't one of those people. She never would be.


Everything reminded her of him.

One day, she was in the girl's locker room getting changed for PE when the slam of a locker door behind her transported her to an afternoon a month earlier—the last time they'd been together before it all fell apart…

Max waited in line at the water fountain, heart still racing from the forty sit-ups she'd just done for the diabolical Presidential Fitness Testing they were being subjected to.

She stood on one leg, stretching out the front of her thigh, when she noticed movement out of the corner of her eye. She turned her head to see Mike crouched behind the bleachers, waving his arms to get her attention, and she widened her eyes questioningly.

"Locker room. Two minutes," he mouthed, pointing at the entrance to the boy's locker room before holding up two fingers.

Max gave a slight nod of her head and looked away as he hurried towards the exit. Her skin tingled with anticipation. This was certainly more appealing than the endurance run.

She took a long drink from the fountain before walking up to the gym teacher, her face contorted into a look of feigned discomfort.

"Um, Mr Montgomery? I need to go to the restroom."

"We're just about to start the next trial here, Mayfield," he frowned.

"It's a… girl problem," she enunciated, raising her eyebrows meaningfully.

The middle-aged man turned bright red, his gaze immediately dropping down to his clipboard as he cleared his throat. "Oh um, of course then, go right ahead."

Smiling triumphantly, Max made her way across the gym, tightening her ponytail and rolling the waistband of her green shorts, shortening them to a more flattering length. She glanced around as she approached the doors, making sure no one was looking before darting into the boy's room at the last second.

Immediately, she was hit with an overwhelming wave of what could only be described as "boy smell." She wrinkled her nose. It was like Billy's gym bag multiplied by a thousand.

"Mike…?" she whisper-shouted into the empty room.

He peeked out from the back row of lockers. "Over here."

"What the fuck, Wheeler?" Max crossed her arms as she came to stand in front of him. "It smells like feet and jock straps in here."

His brow furrowed. "Does it?" She nodded. "Should we go to the girl's room?"

"No, there's no time. Plus Samantha Stone and her friends go in there sometimes to smoke."

"Well, do you want to go back to gym class?"

" …No," she replied petulantly.

Mike smirked. "Then stop complaining and come here."

He grabbed her by the elbows and pulled her towards him, slamming her back against the bank of lockers as he loomed over her.

Max felt his breath puffing against her lips and saw his eyes falling closed as he leaned in, but at the last second, she pulled her head back, lowering her chin so her lips were just out of reach.

Mike paused, frowning at her in confusion. He had a look in his eyes like he would give anything, everything, to have her, and it was as intoxicating as the desire burning through her veins. She let him suffer for another second, enjoying the feeling of having the upper hand. Then she surged forward, initiating the kiss rather than letting him do it—taking what she wanted instead of waiting for it to come to her.

Their lips collided with gentle urgency, her hand landing on his chest and her fingers curling into his stupid Hellfire shirt. Responding, he slid a hand up her neck and under her ponytail, pulling her closer and deepening the kiss as she let out a muffled sound.

The hand on her waist lifted her upwards the tiniest bit so he could slot his leg between hers. Off-balance for a second, she grabbed onto his shoulders as he put her in place to ride his thigh, putting most of her weight on him even with her feet still on the floor.

She ground down hard against him as their tongues tangled hungrily, fire building in her core with each passing second.

Then he broke away and started mouthing down her neck, and Max suddenly became very aware of how gross she was. "Wait, I– I'm all sweaty…"

"Mm, I know," Mike murmured, tugging aside the collar of her yellow t-shirt to tongue at the hollow of her throat.

"Freak," she panted, secretly thrilled by how feral he was for her.

Not wasting any time, he knelt on the floor, pulling her shorts down on the way and revealing the new, decidedly skimpy bikini-cut underwear she'd recently purchased. Mike glanced up at her with raised eyebrows, snapping the thin elastic over her hipbone.

Max rolled her eyes and canted her hips towards him impatiently. He flashed her a wolfish grin and moved her panties to the side before ducking his head. She lifted a leg over his shoulder to allow him more access, her white sneaker landing on the narrow bench behind him.

Her head fell back against the locker door as his tongue worked at her purposefully until she was wet and feverish with want. It was insane how good he was with his mouth.

He stood, shoving his boxers down just enough to hastily roll on the condom he had stashed in his back pocket. She hitched her leg over his hip as he tried to direct himself towards her entrance, but he was too tall, the angle not quite right.

He made an indignant noise and took a step back. "Fucking– here, just jump up and wrap your legs around me."

"No way, you'll drop me on my ass!"

"I'm not that weak." She raised a skeptical brow and Mike rolled his eyes. "Just try it."

For a second Max considered just leaving him there, but the insistent pulsing between her legs quickly did away with that idea. She held onto his shoulders and jumped, his hands landing on the backs of her thighs while her shoulder blades pressed against the lockers for balance.

"See?" he grinned. "No problem."

She giggled—damn him for making her fucking giggle—and tightened her legs around him, anxious to feel him inside her.

It took a little bit of maneuvering, but soon they were both sighing in relief as their bodies finally joined. And then the air was filled with nothing but their breathless groans and the rhythmic rattling of the lockers echoing off the walls…

Max scowled as she finished tying her shoes, ignoring the warmth pooling behind her belly button at the vivid memory.

As if gym class wasn't torturous enough already, she now had to be reminded of the earth-shattering orgasms she was no longer receiving every time she got changed.

On restless nights when she was forced to take matters into her own hands, literally, she would attempt to conjure up memories of Shawn or even picture some anonymous, faceless boy to get herself there.

But those fantasies were never enough, and would inevitably turn into thoughts of large hands gripping her hips, and soft lips on the back of her neck, and dark, wavy hair that was so perfect for grabbing onto. And then the ensuing melancholy would chase away any climax that might have been building, leaving her equal parts frustrated and depressed.


Later that week, she came home from school to find all of Billy's things were gone, and she knew right away that he was never coming back. None of them acknowledged it verbally, but when Neil stormed out that evening, he slammed the door so hard the frame cracked.


Mike's rejection left her feeling insecure in a way she never really had before, so much so that when Dean slung his arm around her in the hallway and half-jokingly asked her out like he did every week, instead of snorting and playfully shoving him away, Max said yes.

And yeah, it was a pure, ego-boosting rebound, and she wasn't normally even into jocks, but maybe the opposite of her usual type was just what she needed to cleanse her palate.

He took her to Pinball Pizza, a laidback spot on Main Street where a lot of the high school athletes went after practices and games. At first, things were actually going okay, as they chatted about their respective upcoming seasons while sharing a pepperoni with extra cheese. But it all went downhill when they quickly ran out of things to talk about.

He hadn't seen any of the movies or TV shows she liked, and she didn't give a shit about professional sports leagues—the only reason she played softball was because she liked throwing things and she was good at it.

Now he'd been talking about WWF heavyweight wrestling for the past ten minutes and Max felt her eyes glazing over as she sipped her third Coke of the evening. There was yet another lull in the conversation and she noticed that one of the pinball machines was free.

She inclined her chin towards it. "Bet I can beat you."

Dean raised a brow and stood. "You're on." He threw an arm around her shoulder as they walked over. "Don't worry, Rocket, I'll take it easy on you."

"No need," she smirked.

"Ha! Eat it, Rosati!" Max exclaimed fifteen minutes later as she decimated his score for the third time in a row. She turned to him with a grin. "I guess I'm the one who should've been taking it easy on you."

"Okay I get it, you won," Dean scowled, kicking at the leg of the pinball machine and storming back to their table.

Her head jerked back at his aggressive tone. "I was just joking around…"

"Well you don't have to be a bitch about it," he grumbled.

"I'm… sorry?" It was kind of a turn-off that he couldn't take a joke. She picked her coat up from the back of the chair she'd draped it over and glanced towards the door. "Um, maybe I should find my own way home–"

"No, wait." A hand landed on her forearm, squeezing tightly. "It's fine. I just don't like being talked down to, okay?" he said, flashing her his usual charming smile. "Come on, I'll drive you."

Max hesitated. The abrupt changes in his mood were giving her whiplash, but it was freezing outside and she didn't really feel like waiting for the bus, so she nodded reluctantly and followed him out the door.

They didn't talk in the car, his Iron Maiden tape blaring obnoxiously the entire time instead. She sat with her arms wrapped around herself, staring out the window and willing him to drive faster so this nightmare date could be over.

But then, instead of turning left down Randolph, Dean pulled into the empty parking lot of a closed liquor store and killed the engine, plunging them into oppressive silence. The air in the car suddenly felt stiflingly hot and Max was overcome with a sense of dread.

"Is there something wrong with the car?" she joked, trying to keep the mood light even as the pit in her stomach grew. "Because I didn't bring my ratchet set."

"You're funny," he said with a thin smile before pressing a button that locked all the doors with a loud click.

The familiar sound sent her heart racing in a bad way. It was something Billy used to do right before saying the most vile, fucked up shit to her, back when he had to give her rides everywhere.

Then there was movement in her periphery and she looked over to see Dean leaning in as if to kiss her, his darkened eyes zeroed in on her lips.

"Whoa." She flinched her head back and he paused inches from her face. "What are you doing?"

"You can drop the good girl act, Mayfield," he said as he slid an arm around the back of her seat. "Or did you forget that my boy Johnny lives at Forest Hills too? I heard all about that out-of-towner you were banging all summer."

Max blinked, too stunned to speak. She didn't know anyone had seen her with Shawn. And John McKay was a Grade A pervert. How much had he seen? The thought of him spying on her and telling all his friends made her feel sick.

Dean's hand creeping over her leg brought her back to the present. She looked down at it, stomach churning with disgust as his thick fingers curled around her inner thigh.

Why the fuck wasn't she doing anything? She felt paralyzed, just as useless as she was every time Neil threatened her mom.

"So…" Dean murmured as his mouth angled towards her neck, "…I know you're not a prude." His hot, humid breath smelled overwhelmingly like spearmint, and it made her want to gag.

"Hey, no–" Max managed to say meekly. She tried to squirm away, but her back was already pressed against the door.

Wet lips landed on her throat and her heart seized with panic. His hand slid higher, cupping her possessively right over the seam of her jeans. The repulsive touch seemed to finally activate her fight or flight instinct, adrenaline surging through her veins. She needed to get out of here now.

Somehow, she was able to get her left arm between them, angling it upwards to jab her elbow into his throat. Hard.

"I said stop!"

Dean reared back, coughing as his hand flew to his neck. "What's your fucking damage?" he growled as if he couldn't believe she wasn't into it.

"I don't wanna do this with you!"

He smiled meanly. "So you just spread your legs for fellow trailer trash?"

"Fuck you." Max unbuckled her seatbelt and yanked up the lock before getting out of the car and slamming the door shut.

The engine started up and Dean sped off with a screech, leaving her alone in the dark, empty parking lot.

A gust of ice cold wind hit her, penetrating right through the thin material of her jacket. Max hugged herself tightly, her heart still racing and her breath puffing out in white clouds as she looked around.

There was a payphone on the side of the building but she didn't have anyone she could call; no one she'd want to explain this situation to anyway. She had no choice but to walk.

As she trudged along the slushy, muddy shoulder of the road, a tornado of emotions whipped itself up inside of her. Had she been degrading herself just like Billy said? She thought of how many times she'd practically gone running to Mike every time he felt like fucking her. God, she was pathetic. Clearly, she was giving off some kind of signals if Dean thought he could make a move on her like that.

She dug her nails into her arms. Sometimes she hated being a girl. It felt like no matter where she turned there'd always be men and boys who felt entitled to a woman's body.

Max still remembered the first time she had become aware of this particular fact of life.

She'd been twelve years old. It had been one of her rare days with her dad, and they stopped into a bar in the middle of the day because he had some sort of "business" with the owner. They'd set her up at the counter with a bowl of peanuts and a Coke before disappearing into the back to talk.

Max hadn't been fazed; it certainly wasn't her first time tagging along on one of her father's shady dealings. She'd perched on the barstool, playing with one of those maze toys where you tilt it and try to get the silver ball into the middle.

The only other man in the bar got up from one of the back booths and sat down next to her. He'd seemed old to her at the time, but looking back he was probably in his early thirties.

He'd tried making idle small talk with her about the baseball game on the television. Max told him she was waiting for her dad, not thinking much of it. He'd just seemed like a normal guy.

Then the man slapped his hands on his thighs and stood, tossing some crumpled bills onto the bar. And right before leaving, he'd leaned in next to her ear and murmured, "I can see your nipples by the way. They look good."

Max blinked down at her toy. He'd said it so nonchalantly it took her a moment to realize what had just happened.

She'd looked over at the door swinging shut behind him and then down at herself—at the crew neck t-shirt with a lion embroidered on the front and, beneath it, the breasts that had just recently appeared, barely more than a suggestion at that point.

All things considered, it hadn't been bad, like, objectively. It wasn't as if he'd touched her or anything. Hell, he had probably forgotten about it by the end of the week.

But it was the first time Max had realized that just by existing, men would feel like they had the god-given right to treat her body like it was some kind of all-you-can-eat buffet. It was fucking twisted.

The longer she walked the more incensed she became, thinking about the unfairness of the world—all the bullshit she and her mother had to put up with, how they were forced to live with despicable men just to keep a roof over their heads. Max was so fucking sick and tired of it all, and by the time she reached the blessedly empty trailer, she was stewing with contempt.

She kicked off her soaking wet sneakers and looked around, eyes lingering on a dark stain on the wall where Neil had thrown a full glass of whiskey at her mom the other day that had missed her by inches, before they landed on the orange pill bottle on the side table.

She strode over and picked it up, examining the label. Percocet. For a moment she considered it—drugging herself numb like Neil did every single day. It held an appeal.

Thinking better of it, she put the bottle back down and made her way to the bathroom, turning the shower on as hot as it would go.

The phantom touch of Dean's hands on her body and the memory of that random man's voracious, wandering eyes made her stomach turn. She felt dirty and gross as she stepped into the shower, closing her eyes and letting the scalding water cascade over her.

But even after scrubbing her skin until every inch was red and raw, Max still couldn't shake the feeling.

Wrapped in a towel, she padded into her bedroom, furious with herself for how naive she'd been and filled with a burning hatred for the men who just bulldozed through life, uncaring of the consequences. Men who took what they wanted without remorse or regard. Men like Dean and Neil and Billy and Mike.

Breathing shallowly, her hands balled themselves up into fists—fingers twitching with the urge to break something. Her gaze darted around her room, settling on a mug she'd left on her nightstand a few days ago.

She grasped it and, with a savage cry, hurled it against the far wall, watching as it shattered with a sharp, satisfying crack into dozens of tiny pieces that fell to the floor in front of her dresser.

Her eyes locked onto the bottom drawer, and Max was reminded that there was one more disappointing man in her life she was still hiding from.

The one who had let her down first.