Content warning: Brief description of aftermath of domestic violence - mild facial bruising

You are not heartbroken over Mike Wheeler, was the mantra Max had been repeating in her head for weeks.

That would be just… too pitiful for words. She didn't even have any right to be mad or sad or feel any kind of way about it, because they weren't anything to begin with. Friends who fuck.

Fucked, she reminded herself bitterly.

It was the last day of school before spring break, and it couldn't have come soon enough.

Max was tense. She was on the verge of losing it, and had been for weeks, walking around with a constant storm cloud over her head. As much as she detested being at home, lately, school had been just as unbearable.

Evidently, Dean had told his friends that something had happened between them beyond an elbow to the trachea, and now leering looks and poorly concealed whispers followed her wherever she went; not to mention Dustin and Lucas kept shooting her these concerned, pitying glances when they thought she wasn't looking.

She felt like a tiger at the zoo, pacing back and forth in its too-small enclosure, ready to sink its teeth into something at the slightest provocation.

After class, she and Will spent some time cleaning up the art room, figuring the rest of the boys were going straight to Hoppers.

Her newfound closeness with Will had been a pleasant surprise. Sure, they'd been friends for years, but he was always busy with band or art stuff, and they never really spent time together one-on-one.

At first, she hadn't been sure why he wasn't as thrilled to have El back as the other boys were, until one day in the cafeteria earlier that week.

Mike had been recounting yet another story about Eleven. Something about how he'd shown her the Star Wars movies and they realized she's basically a Jedi. While Max nearly burst a blood vessel trying not to roll her eyes, she'd glanced across the table to share a pointed look with Will as they'd taken to doing.

But the look on his face made her do a double take.

Because Max knew that look. That was the "unreasonably envious of whoever Mike Wheeler bestows his attention upon" look. She knew it because she'd been seeing it in the mirror for weeks now.

And then she started thinking about how Will always stayed silent when the guys talked about actresses they thought were hot, and how distraught he'd been that first year she'd moved to Hawkins and they'd stopped playing D&D as much… and suddenly it all made sense.

Her heart gave a sympathetic squeeze. Poor Will.

Her mom had a brother like that. He used to visit on occasion, back in California. Uncle Rodney. Max remembered the comments her dad would always make about him not quite under his breath. Eventually, he just stopped coming around. They never talked about him after that.

She resolved she'd never let that happen to Will. He'd already been through so much in his life and if anyone had a problem with him they'd have to go through her first.

The past couple of weeks he'd been acting even more withdrawn and spacey, so she made sure to spend more time with him after school, sometimes even going over to his house to keep hanging out like she was planning to today.

After they were done in the art room, they were strolling through the halls, chatting excitedly about the new Violent Femmes album that had just come out. Will had his big midterm project painting, which he'd been working on all semester, rolled up under his arm.

They were both so engrossed in their conversation they didn't realize it was Troy walking towards them until Will was tripping over his outstretched foot.

He fell hard to the floor, grunting in pain as he caught himself on his hands, creasing his artwork in the process.

"Watch your step, Zombie Fag," Troy snickered, just loud enough for them to hear.

Something inside of Max snapped.

The ever-present anger that had been steadily simmering inside her all these weeks had finally reached a boiling point. And it needed to go somewhere.

She dropped her backpack and whirled around. "Hey, Troy!"

"Max, it's fine–" Will reached out to try and stop her but she was already striding down the hall after Troy.

He didn't hear her coming and she shoved him hard from behind, causing him to stumble forwards a few steps before he caught himself and turned around.

"What the fuck did you just call him?"

Sneering, Troy looked her up and down. "I called him a fag, Trailer Slut."

Her fist connected with the side of his mouth before she even knew what she was doing. Knuckles met teeth with a dull thud, the jarring impact radiating painfully through her wrist and up her forearm.

"Fuck!" she hissed, immediately clutching her hand and looking down at where the edge of his teeth had split open her skin.

God damn it that fucking hurt. But it also felt good. Really good.

The pain seemed to do something to satisfy the ravenous hunger that she'd been left to contend with. She wanted more.

She was so sick of keeping it all in; she was so tired. The desire to feel something, anything, was a physical ache inside her.

Troy staggered backwards from the force of the punch, his back colliding with the lockers.

He touched the inside of his bottom lip, looking incredulously at the blood on his fingertips and then at her. "You crazy ginger bitch. You are so dead."

Max laughed, the adrenaline coursing through her veins the best high she'd ever felt. "Hit me, then!"

Troy hesitated, clearly unsure of what to do with a girl. The few other people in the hallway all stopped and stared, curious to see what would happen next.

She shoved him again, her palms connecting with the solid wall of his chest. This time he was more ready and barely moved.

"Come on, do it, pussy," she grinned, egging him on. "Or are you scared?"

It was working. She could see him getting angrier—eyes narrowing with rage, nostrils flaring.

Max went to push him again but found herself unable to move, a pair of large hands yanking her backwards by her biceps before long arms wrapped around hers and pinned them against her torso.

"Max." Mike's voice was low and serious in her ear.

She struggled against his grip. "Let me go, Wheeler!"

"You need… to calm… down."

In front of them, Troy laughed, shaking his head. "Fuck this." He picked up his backpack and started off down the hall again. "Fucking freaks."

When the doors swung shut behind him Mike's hold on her loosened and Max twisted out of his arms, spinning around to face him. Will was standing behind him against the opposite lockers, his dented painting clutched to his chest as he stared at her in disbelief.

"Are you okay?" Mike grabbed her hand and inspected it closely. His thumb stroked over her bloodied knuckles, which throbbed in time with her racing heart.

The familiarity of it nearly floored her, his unbearably gentle touch making her stomach momentarily cartwheel before reality doused her with ice-cold water. No. He is not yours.

"Don't touch me," Max hissed, snatching her hand out of his grasp, cursing her hormones for betraying her in such a deep and unforgivable manner.

A look of hurt flashed briefly over his face before it settled into bemused disappointment. "What the fuck were you thinking, fighting Troy? Do you want to get suspended?"

"He called Will a–" Max paused when she saw Will shaking his head emphatically behind Mike, his eyes wide and pleading.

She looked down at the floor. "He– he called Will a name," she finished lamely.

Mike scoffed. "Troy's been calling us names since kindergarten. You just have to ignore it or it'll just get worse. The only thing that ever worked was when El broke his arm at the quarry, and even that was only temporary…"

Max pinched the bridge of her nose, resisting the urge to scream. Fucking El. Of course, she'd saved them from Troy first, too.

She grabbed her backpack from the floor. "I have to go."

"No, wait–" Mike reached for her arm but she jerked it away, heading for the exit.

A warm spring breeze hit her in the face as she stormed outside, her steps quick as she worked to put as much distance between herself and the school as possible.

She heard the door open and close behind her.

"Max!"

"What, Mike?!" she cried as she spun around, unable to stop her voice from cracking. "Just leave me alone!"

Mike flinched, caught off guard by her outburst, but his surprise quickly turned into something so solemn and imploring that it made her pause. "Dustin needs us. It's an emergency."

Max had naively thought that spring break would provide her with a reprieve from having to face her former fuck buddy on a daily basis. One whole, blissful, Mike-free week to get over him and get her head on straight.

So much for that.

After he'd guilted her into staying, Mike drove her and Will to Dustin's house, where he, Lucas and for some reason, Steve Harrington were already waiting.

And then Dustin sheepishly spilled the beans about the carnivorous pet that had just dug its way out of his storm cellar, and suddenly there were much bigger things to worry about than her bruised ego and hurt feelings.

Max felt like she was losing her mind as she watched the boys concoct an absurd plan to lure "Dart" to the old junkyard using a trail of meat like they were in some kind of Looney Tunes episode.

Before she had a chance to point out how fucking insane this was, they'd all been sent home to load up on as much raw meat as they could get their hands on before reconvening back at Dustin's.

This would be Max's first encounter with the Upside Down. The boys had told her about it a couple months after she'd moved to Hawkins when she saw a newspaper clipping about Will's disappearance some asshole had taped to his locker.

At first, she was certain they were fucking with her as some kind of twisted initiation into The Party, but then Will had had a panic attack while recounting it all and she knew they weren't lying.

She hopped out of Steve's idling car and jogged up the steps of her trailer, heading straight for the fridge. Yanking open the door, she assessed the sparse contents, quickly grabbing a package of partially thawed pork chops and making a mental note to replace them before dinner tomorrow.

Realizing the sun was setting soon, she went to her room to grab a sweatshirt. She passed by the open bathroom door, glancing inside where her mother was standing in front of the sink in her waitressing uniform.

They made eye contact in the mirror and Max froze, her heart plummeting to her feet.

There was a fresh, reddish-purple bruise on her mom's cheekbone and a small cut on the corner of her lip. She was clearly in the process of trying to cover them up, her makeup strewn haphazardly over the countertop.

"Where is he?" Max demanded, her voice low and trembling with rage.

Susan sighed and continued patting concealer onto her cheek with a powder puff. Max could tell she was trying not to wince and it made her stomach clench.

"He went out to cool off. He just had a little too much to drink." She turned her face towards the light and studied it. "It looks worse than it is."

"Mom, this is not okay!" Max exclaimed, appalled by her mother's indifference. "Why do you keep protecting him?!"

Susan averted her gaze and reached for the door handle. "I don't have time for this Maxine, I have to get ready for work," she said as she closed the door in Max's distraught face.

She stood, frozen in place, breathing hard and unsure of what to do. She had to call the police, didn't she? Neil couldn't keep getting away with this. He needed to pay for what he'd done.

Two short honks from outside reminded Max that they were on a tight schedule. Reluctantly, she stepped away from the bathroom door and continued on to her room, fists clenched at her sides.

She would deal with Neil later.

Max splashed water on her face over the sink in the Byers' bathroom, smoothing her wet hands over her dishevelled hair before bracing them on the edge of the counter. She took a deep breath in and out.

Things at the junkyard had gone so incredibly wrong. It felt like a complete miracle that they all got out alive.

She retied her low ponytail before heading back into the living room where everyone was gathered.

Will was stretched out on the couch with his head in Joyce's lap, blinking slowly. He'd awoken a few minutes ago but he was still getting his bearings.

Jonathan was sitting across from them, perched on the coffee table with his elbows resting on his knees, eyes never leaving his brother's face.

Max also saw that while she was in the bathroom, Nancy had arrived. She was standing behind Jonathan with a comforting hand on his shoulder. He must have called her after they'd all burst into the Byers' home fifteen minutes ago, led by Steve carrying an unconscious Will in his arms.

"Okay, tell me again exactly what happened," Joyce said, her wide eyes landing on the boys standing clustered in the middle of the room, roughed up and visibly shaken. "From the beginning."

"We were luring Dart to the junkyard because Dustin realized he was dangerous," Mike started, his arms folded tightly over his chest. "But then a bunch of other ones showed up."

"Other what?" Nancy looked around at them in confusion. "And who is Dart?"

"They're kind of like Demogorgon precursors," Lucas answered. "They metamorphize."

"Demodogs!" Dustin chimed in, way too excitedly for the mood of the room. They all turned to look at him. "You know, cause they look… like dogs… Demodogs."

Mike ignored him and turned back to Joyce. "They had us surrounded. We were hiding in this old bus and Steve was doing his best to fight them off but then something just… happened and they all stopped simultaneously and ran away. And that's also when Will collapsed," he finished, peering down worriedly at his friend.

Joyce shook her head and brushed Will's bangs off of his forehead. "I tried calling the lab but they didn't answer. Hop's on his way now. He'll know what to do."

Max wrapped her arms around herself and chewed on her thumbnail. The Demodogs had been even more horrible than she'd imagined.

She had been keeping watch on the roof of the school bus with Lucas when they'd appeared out of the fog, like something straight from her nightmares. And they were so freakishly fast and strong, denting and ripping open that bus like it was nothing.

And then seeing Will like that with his eyes rolled back, convulsing like he was having a seizure… it made her stomach turn just picturing it.

They all looked up at the sound of a vehicle approaching outside, the engine cutting off as it came to a stop followed by car doors opening and closing.

"Joyce?" Hopper called out as he entered the house, quickly spotting them in the living room and striding over.

Eleven was behind him, dressed in loose jeans and a flannel, a grim expression on her face. Mike unfolded his arms and crossed the room, his brow furrowing in displeasure.

"What are you doing here?" he hissed at El before frowning up at Hopper. "Why did you let her come? She's not strong enough!"

"Hey kid," Hopper said, putting his hand up in a calming gesture. "You think I can stop her from doing anything?"

"I have to help, Mike," El said, looking just as pissed off as he was. "And you should have told me what was happening. Friends don't lie."

Mike at least had the good sense to look embarrassed, his gaze dropping to the floor. "I– I didn't want you to put yourself in danger."

Shouldn't she decide that for herself? Max thought, begrudgingly pleased when Eleven said the same thing a second later.

She also couldn't help but feel a little offended that while Mike clearly cared about El's safety, he apparently had no problem with Max and the rest of them putting themselves in harm's way. Dick.

"And we're sure it's an… Upside Down thing?" Hopper asked. The kids and Steve all nodded and the chief sighed. "Okay. I have another number to reach Owens on. Give me a minute."

As Hopper left the room to use the phone in the kitchen, Will stirred and began to sit up slowly, ignoring the protests of his mom and brother.

"I'm fine, guys," he said, waving off Joyce's help. "I can sit on my own."

"Will, what happened?" Mike asked softly, taking a few steps closer. "Have you been… having nightmares again?

Will nodded and looked down at his lap. "It's been more than that. I– I've been… seeing things when I'm awake too. It just happens out of nowhere. It's like… it's like the Upside Down is out here. And there's this– this monster in the sky. It feels like it's coming for me, it feels like–" He cut himself off and took a shuddering breath, shaking his head.

"I think when you guys brought me back from the Upside Down a piece of it… stayed inside of me. It was just dormant until–"

"Until I opened a new gate," Eleven breathed, her eyes wide with guilt. Will's gaze flicked over to her and he nodded.

Joyce's face crumpled with concern as she smoothed a hand over his back. "Sweetie, why didn't you say anything? How long has this been going on?"

Will opened his mouth to reply but he was interrupted by Hopper's raised voice coming from the kitchen.

"And why am I just finding out about this now, Sam…? Well obviously you don't fucking have it handled do you?" he snapped. "I'll call you back. Pick up the damn phone." The receiver clanged as he slammed it down before storming back into the living room.

"So it turns out the gate at the lab began showing signs of activity at the end of January. They were burning it today to try and quell the spread. About a half hour ago."

The boys all looked at each other.

"When the dogs all ran away," Lucas concluded.

Mike nodded. "And when Will fainted."

Hopper sighed and ran a hand over his short beard. "Owens also said they haven't seen anything come out of the gate, so that doesn't explain where these creatures are coming from."

"I think I know." They all turned to look at Will. He took a deep breath. "There are tunnels. I've seen them, in my… visions. It's like I'm seeing them from that… thing's perspective."

He glanced warily over at El. "I know you said you closed the new gate you created but… what if you opened more?"

A silence descended over the room as the implication sank in. Max shifted her weight from one foot to the other and caught Will's eye. He looked equal parts terrified and embarrassed. She couldn't believe he had been keeping all this in for so long.

She felt ashamed for not noticing sooner. She'd been so wrapped up in her own bullshit with Mike that she hadn't even realized her friend had been suffering.

"These tunnels," Nancy said after a minute. "Do you know where they are?"

Will bit his lower lip. "Some of them." He straightened up a little. "I can try… letting him in a little more. See if I can get him to show me."

They all looked at each other, expressions grave. No one was thrilled about Will putting himself through that, but they didn't have any other choice.

"Are you sure, sweetie?" Joyce asked, resting a hand on his forearm. "You don't have to do this, we can find another way–"

Will shook his head resolutely. "No. I can do this."

A few minutes later they'd all relocated to the kitchen, watching with trepidation as Will stared off blankly into the distance, not looking down as he drew lines over a map of Hawkins with the black marker in his hand.

When he was finished he dropped it and blinked rapidly, breathing hard like he'd just run a marathon.

"You okay?" Jonathan asked from the chair next to him.

Will nodded and looked down at the tangle of lines he'd made on the map in surprise as if he had no idea how they got there.

They all moved in closer, tilting their heads to examine it. There appeared to be three points marked with an "X", including a large one at the lab.

Dustin adjusted his hat and straightened up. "If these are the gates we'll have to find a way to seal them, and then while we're doing that, the chief and Eleven–"

He was cut off by Will's chair scraping over the floor as he stood abruptly, hissing in pain and grabbing at his forehead.

"Honey, what's wrong?" Joyce asked, standing and reaching towards him.

"Do we still have those pills from Dr Owens?" Will gritted out as he stumbled across the room. "From when my nightmares were really bad?"

His mother's eyes widened. "Yes, but– Will what are you doing?" she exclaimed as he staggered down the hallway towards the bathroom.

They heard a drawer opening and things being rattled around and then Will was coming back with a pill bottle in his hand.

"It's trying to spy," he muttered as he pried the lid off and shook two large, white pills out into his palm. "It's trying to spy through me. I can feel it. I can't– I can't keep him out."

Joyce let out a distressed gasp as he brought his hand to his mouth, swallowing both of the pills at once.

Max pressed her fingers over her mouth as they all followed him to the living room. Will slowly lowered himself to the sofa and stretched out.

"It's okay, it's safer this way," he slurred, his eyelids already drooping closed from the powerful medication. Joyce and Jonathan dashed over and knelt down next to him.

"When I wake up… don't let me find out anything," he mumbled, reaching for his mother's hand. "Do what you can to get him out of me before you finish the plan. But if you can't then… then it's okay."

"No Will, what–" Jonathan protested, but Will shook his head, his eyes fully closed.

"If you can't stop him, there's no point in saving me."

Joyce let out a sob, leaning her forehead against her son's chest as he slipped out of consciousness. "We'll do it, honey. I promise," she breathed. "We'll save you… we'll save you."

Author's Note: Here we go ya'll!

As you can see, I'm borrowing/messing around with parts of season 2 canon. Hopefully it all makes sense :)

You also may have noticed the chapter count increase. I had to split this chapter in half because there was just waaaaay too much going on. But I may post the next half next week since it's mostly done :)

Comments are appreciated as always