Archive of Our Own

your hair is winter fire
january embers
my heart burns there too.

The sunset is bleeding from orange to red; she finds it's easier to look up at the sky. She can't face him right now.

"I think we should break up." Max can see the words floating along the summer breeze before disappearing above his head. “I don't think this is working anymore."

She tilts her head down, torturously slow, until her gaze locks with his. He's nodding at her, and there's a ghost of a smile on his lips.

"Okay," Lucas says, softly, "If that's what you want." 

"I want you to be happy," she murmurs, scuffing the toe of her sneaker against the gravel, "I just… I don't think this is right. I think there's more out there for you than me. I think there's someone out there that can give you the things I can't."

It's been over a year, and she's never told him that she loved him. She never even thought about it. When she found out he was leaving all summer for camp, she didn't even bat an eye. And when she looked ahead at her life, imagined a few years into the future, he wasn't in the snapshot. Max knows this is the right thing to do—but it still hurts like hell to let him go like this.

"I want you to be happy, too," Lucas replies softly, grabbing her hand in his. His brown eyes are shining in the setting sun, brimming over with sincerity. "And I'll always be your friend."

"Promise?" she asks. Her voice is shaky.

"Promise." They seal it with their pinkies. Max smiles at him as he grabs his bags and heads for his mom's car. 

As the car pulls out of the drive, she feels like herself again, for the first time in months.

* * *

When Max shows up at the Byers house, Joyce opens the door with a hug and no questions.

El is out somewhere with Mike and Hopper is on a case, Joyce tells her as Max follows her into the kitchen. There's a postcard from NYU displayed proudly on the fridge beside a black and white polaroid of Nancy and Jonathan. Max smiles when she sees it; even in a photograph, you can tell they're happy.

"Hey," Max says softly, plopping into the chair next to where Will is sketching. She leans closer and tucks her chin over his shoulder to look at his drawing. "What are you working on?"

She can see the beginnings of a sketch, all gentle, faded lines, and as Will darkens them in, she starts to make out the body of a car. 

"Is that Billy's?" she asks, once she sees the shape of the Camaro clearly on the page. Her chest feels warm as Will looks over at her, a shy smile on his face.

"Yeah. I know he misses it. I just thought he might want to have something to remember it by."

Max watches Will's fingers deftly color in the details on the wheels, her chin still resting comfortably on his shoulder. His cheek is warm against hers, and the smell of his laundry detergent is comforting and familiar. She thinks she could probably stay here forever.

"You're his favorite, you know. Billy's," she murmurs, grinning.

"No way. He loves you most," Will replies easily, his hand never stopping as it moves gracefully across the page.

"Well of course he does, but I don't count. I'm his sister. He has to love me."

"He told me he's gonna teach me how to drive next year. I think my mom had an aneurysm."

Max laughs into his ear before plopping back into her seat. "That sounds like Billy." She watches Will's movements across the page, thinking about how beautiful his hands are.

"Lucas told me you guys broke up," Will says softly as he gingerly sets his pencil down. "Are you doing okay?" His brown eyes slide over to hers, and her heart skips a beat.

"Yeah. I'm okay. I think I'm better now, actually." Will smiles at her, and it makes her feel warm all over. 

"Good. I'm glad." He goes back to sketching.

A companionable silence settles over them, and Max stays in place for hours, watching him draw. With Will, there's no expectations. She doesn't have to be funny, or clever, or loud. They coexist easily, and it's comfortable, like she doesn't even have to try with him.

When he finishes the sketch, colored pencils scattered all over the table, she reaches for his hand and hooks their pinkies together. He looks up at her, surprised.

"Thanks for being Billy's friend," she says softly, "And mine."

Will looks confused. "You don't have to thank me for that. Billy's a good person, and so are you, Max—I like being with you."

I like being with you. Something about the way he says it makes Max's heart crawl up into her throat.

"I like being with you, too," she murmurs, looking down at their intertwined pinkies and giving his a squeeze, "Think I could come over tomorrow, too?"

Will nods at her, grinning. "I'd like that." 

* * *

She wakes up with a start, El still sleeping peacefully beside her. Max strains to listen and can hear a soft groan coming from Will's bedroom. She's on her feet in an instant. She's spent enough nights calming Billy, after she found him thrashing in bed and screaming, to know that Will needs someone to pull him back.

The bedroom door opens with a soft creak and she can see Will, tossing and turning in bed and whimpering. She gingerly reaches out to thread their fingers together, crouching by the bed.

"Will, it's Max. You're okay, you're safe," she whispers, gently squeezing his hand. She knows from her many nights doing this with Billy that a gentle voice and a soft touch will anchor him.

"M-Max?" Will whispers groggily, blinking awake. She can see tear tracks on his cheeks.

"Yeah, it's me. You were having a bad dream. I'm gonna lay next to you, okay? I do this for Billy sometimes."

She gingerly crawls into bed next to Will, who immediately shuffles over to make room. His arm wraps tentatively around her as she lays her head on his chest, placing her hand gently over his heart.

Will's fingers absentmindedly settle themselves into her hair as he inhales a deep, shaky breath and releases it. Max's skin is buzzing, like an electric current is traveling through it, as she snuggles in closer to him.

"I've got you, okay?" Max whispers into the darkness. She feels Will's free hand find hers then, threading their fingers together over his chest. His other hand is still buried in her hair—She feels like they're anchored together, impossibly close.

"Thank you," Will whispers, squeezing her hand tightly. She hears the unspoken question in his words: Can you stay? 

"Try to fall back to sleep. I'll be right here," she whispers back. Will's fingers begin to move in her hair, and she closes her eyes, relishing in the gentle touch. Billy plays with her hair sometimes—His hands are calloused and sometimes snag in the strands, but Will's glide easily.

Will's heartbeat is a steady rhythm beneath her fingertips, and his hand is warm in hers. Within minutes, his breathing evens out—Max counts his heartbeats until she too, is pulled under.

The nightmare doesn't return.

* * *

Max wakes up to sunlight streaming through the bedroom window, Will's chest still gently rising and falling beneath her cheek. She smiles, bunching up his T-shirt between her fingers.

She feels happy. Safe. His arm is still around her, his hand still tangled in her hair. A part of her wishes that Will could hold her like this every night. Somehow, that thought doesn't scare her—A feeling is taking root inside of her, and a part of her wants to see what it will grow into.

Will makes a soft noise and then yawns. She tips her head up to look at him as his eyes open; surprise flits across his face when he sees her.

"Morning," she says cheerily, grinning at him.

"M-Morning," he stutters, his voice still thick with sleep. He's looking at her in a sort of disbelief, like he can't believe she's there in front of him.

"You had a nightmare; I'm not sure if you remember. I just wanted to make sure you were okay," she explains, because Will looks a little lost.

He nods slowly, and reaches out to brush a stray strand of hair out of her face. The tips of his fingers brush against her forehead, and her eyes flutter shut at the contact.

"Thank you. For staying with me," he says softly, simply. His fingertips linger for a moment, hovering just above her skin before falling back down to his chest. She remembers the way he had linked their hands together last night. How they had fallen asleep, woven together.

"Always," Max replies, a little breathlessly. She means it.

He smiles at her, and it's a kind of smile she hasn't seen on him before - a timid, almost awestruck thing.

She finds her eyes wandering to his lips then, and she's struck by how soft they look. A part of her wonders what it would be like to kiss him.

They gaze at each other for an extended moment, Will's eyes locked on hers. He opens his mouth like he wants to say something, but no sound comes out.

"What are you thinking about?" she blurts suddenly, because sometimes Will is such a mystery and she wishes she could read his mind.

"It's stupid," Will answers quickly, looking down bashfully. She props her chin on her arms, gazing up at him expectantly. 

"Try me."

Will purses his lips. "You know how the sky looks, right after a thunderstorm? When the storm clouds clear, but the sun is still hidden, and you see that first piece of blue sky?" Max takes a moment to visualize what he means, and then nods, urging him to continue. "I was thinking… That's the color of your eyes."

A light blush creeps across her cheeks. "You think so?" she asks softly.

Will nods, smiling fondly at her. "Yeah," he says, whisper-soft.

Max lays her head back down onto Will's chest, closing her eyes and sighing. Hearing Will talk about her eyes like they're something unique, and beautiful ... She wants to freeze this moment, just so it doesn't have to end. 

"Lucas never said things like that," she murmurs into his T-shirt.

Will hums thoughtfully, absentmindedly running his fingers through her hair, "Maybe he didn't know the right words," Will replies.

Max laughs softly. "Yeah. Maybe," she says, but she knows that Lucas would have never looked at her eyes and seen the end of a thunderstorm. Will was different— Different in not only how he treats her, but how he makes her feel.

Safe. Appreciated. Seen.

"Think we could stay here until El comes looking for me?" Max asks tentatively.

Will laughs, his breath tickling the top of her head. "If I've learned anything, she already knows you're here."

But even with that in mind, they stay as they are, until Joyce hollers down the hallway that breakfast is ready.

When Will and Max take their seats at the table, El smiles conspiratorially at them when Joyce's back is turned, like she knows their secret. She says nothing, however; and for that, Max is grateful.

* * *

It happens on a Thursday night—She wakes with a start, her chest heaving and cold sweat dripping down her brow as the dream comes back to her in jagged pieces.

Billy, falling to the floor, black blood soaking through the white of his shirt. Telling her he was sorry with his last shaky breath. But this time, his body sinks into the floor and disappears. There's no ambulance ride, no hospital, no hours of surgery to save him. He's gone, for good this time.

Max knows Billy has to be up at 5am today, because the body shop opens at 6am on Fridays. She knows he told her his apartment is always open, hell, she even has a key, but she can't do that to him. It's 2:00 in the morning and she's not about to wake him up for this.

She's out of bed and slipping on shoes before she even realizes what she's doing. She scribbles out a note and leaves it in her mom's makeup case (their unspoken hiding place, so Neil won't see)— Couldn't sleep. Went to El's. Nightmares.

The bike ride out to the Byers steadies her—The evening breeze is cool on her face, drying the sweat on her brow and slowing her racing heartbeat.

When she pulls up the driveway, Max wheels her bike over to lean it up against the house, right under Will's window. As she reaches up to knock on the glass, she pauses. 

Is she overstepping?

She thinks of the way Will had looked at her that morning—like she was a sunrise that had broken through on a cloudy day.

I like being with you.

Her knuckles rap softly against the glass; Will is at the window in an instant, his eyes wide.

“Max?” he whispers, carefully lifting up the glass and leaning over the sill. “Are you okay?”

Tears prickle at the back of her eyes at the question, and one falls, unbidden. Will’s arms immediately reach for her, and with strength she wasn’t expecting, he pulls her up through the window.

“Hey,” he murmurs, pulling her close to him once her sneakers touch down on the wood floor, “What’s wrong?”

Max nestles her face into Will’s shoulder, and the sobs start then, wracking her entire body. Only Billy has ever seen her like this, during those nights in the hospital where he couldn’t catch his breath and she sobbed until her voice went hoarse. She doesn’t let anyone see her with her guard down, but Will is holding her and gently stroking her hair and she feels safe.

“I just… It’s been over a year and I still wake up thinking he’s dead. I still hear him screaming, and I remember how I just sat by and didn’t do anything when he was… when he was hurting. I don’t know how to forgive myself.” Her voice is shaky, and Will’s arms tighten around her. He’s so much taller than her now, almost Jonathan’s height. She feels so small.

“I know,” Will whispers, his hand rubbing comforting circles into her back, “I understand. Nightmares always dig up the worst memories you’ve locked away and exploit them. But Max, you did everything you could.”

He pulls back from her then, placing a gentle, clammy hand on the side of her face while he uses his other to wipe the tears from her cheeks. She gazes at him with a watery smile. “I’m sorry I just showed up like this, I just… I didn’t want to be alone,” she whispers.

That isn’t exactly true. It’s not that she didn’t want to be alone; it’s that she wanted to be with Will, specifically.

“I’m glad you came,” Will replies; the smile on his face reminds her of starlight. “Do you want to…?” He gestures to his unmade bed behind him, and Max nods. He takes her hand in his and gently sets her down onto the bed, fluffing the pillows behind her and covering her up with his comforter. He carefully crawls in next to her and lays on his side, facing her.

“Are you comfortable?” Will asks; she hears Joyce in his words.

“Yeah,” Max whispers, but she wants him closer. She takes a deep, shuddering breath and tries to close her eyes, when she feels Will’s arms wrap around her. He pulls her to his chest, her face nestled snugly beneath his chin. She breathes in the smell of lavender soap as his hand settles into her hair.

“Is this okay?” Will asks, a little breathlessly.

It’s perfect, is what she thinks—but since she doesn’t trust her voice, she only nods.

“Lucas would always freak out if I cried or got upset,” she whispers—and she doesn’t know when she decided to be so honest, but the words are out there and she can’t take them back.

Wills hums, tugging his fingers lightly through her hair. “Everyone gets upset. I think maybe some people just don’t know how to react when someone they love is hurting.”

Max thinks of the first time that she had cried in front of Billy, when he woke up that first night in the hospital; how panicked he had looked. Like he had no idea what to do or say to make it better.

“I guess it might be kind of scary… when someone trusts you enough to break down in front of you. When someone needs you like that,” she murmurs quietly.

She used to think that she had never really needed Lucas, but there were moments where she had—moments in which she needed his warmth, his comfort, and he simply didn’t know how to give those things to her. That wasn’t his fault; they had just never been on the same page.

Will exhales softly; his breath tickles her ear. “I guess I wouldn’t know. No one ever needs me,” he whispers into the darkness.

Max raises her head to look at Will, and places a gentle hand on his cheek. He freezes, his eyes going wide.

“That isn’t true,” she insists softly, “I do. I need you.”

Will’s eyes shine in the darkness as he gazes at her. “You do?” he asks, whisper-soft.

“When I woke up, scared out of my mind, I just… I wanted to be here. With you.”

I like being with you.

“Why me?” Will asks, and he sounds so genuinely confused that Max kind of wants to cry.

“Because you make me feel like I don’t have to pretend. That I can just...  be who I am.” Her heart feels like it’s lodged somewhere in her throat as she looks at him.

“You can always be who you are with me,” Will replies earnestly. 

Max smiles, because she already knows. She snuggles back into him, her nose grazing the soft skin of his neck. “You make me feel safe,” she whispers, already feeling herself beginning to doze off.

Just before sleep overtakes her, she feels Will’s lips graze the top of her head; and then, three quiet words.

“I’ve got you.”

* * *

“Hey. Can I ask you something?”

Billy slides out from underneath the Camaro, completely covered in grease. As Max looks at the black smearing his jeans and the white of his shirt, she fights off the flashback trying to scratch its way through her skull.

“That’s stupid. You wanna ask me if you can ask me something?” Billy replies sharply, but he’s grinning as he hands her the wrench in his hands so he can stand up. Her eyes stray to the scars still lining his arms and the top of his chest; he’s been saving up for tattoo sleeves to cover them. A part of her hopes he doesn’t cover all of them; in a weird way, she thinks they're kind of beautiful.

“You gonna keep daydreaming, or do you actually wanna ask me a question?” he asks, grabbing the wrench from her and setting it on the nearby work bench. He pulls up a stool for her and sits down roughly on one of his toolboxes, grabbing a towel and wiping the grease from his hands.

“I need some... advice,” Max begins tentatively, staring at her hands. Billy’s got this annoying habit of seeing right through her, so she avoids making eye contact.

“All right. Spit it out, shitbird,” Billy prods. Max heaves a sigh.

“It’s about a… boy,” she says, glancing up hesitantly at Billy.

A wolfish grin spreads across his face, and he chuckles. “Ah. And you thought to come to me, because I am clearly an expert in relationships… You know who you’re talkin’ to, right?”

“I just… You know me, okay? You know I’m not good at this. I don’t even know how to tell him how I feel. Or if I even should.”

She can tell Billy wants to ask who the guy is, but to his credit, he keeps his mouth shut. “All right. Let’s start with some basics, then. Does he respect you?”

“Yes. Definitely.”

“Is he good to you?”

“Yes. Always.”

“Does he make you happy?”

“Yes. Happier than I’ve been in a really long time.”

Billy nods, folding his hands together and thinking for a moment. “Look, kid. This guy would have to be an idiot to not be into you. You hear me? But telling someone you have feelings for them is always a risk. Especially if you’re already close friends.”

He gives her a probing look then. Shit. He knows.

“I just… I don’t even know if he likes me that way. Or if he even...  likes girls. ” Max shifts uncomfortably on the stool; she has the sudden urge to bite her nails, which she hasn’t done since she was probably seven.

“You know, for some people, it isn’t about liking boys or girls—It’s about finding someone they have a connection with. Doesn't matter if it’s a guy or a girl.”

Billy looks at her meaningfully, and she’s suddenly back on the sandy beaches in California, sitting next to Billy and a guy named Jesse. A couple months earlier, it had been a girl named Samantha. She hadn’t really understood it then; she had just thought Billy had a lot of different friends. Now, she marvels at how she didn’t make the connection.

“What if he doesn’t feel the same way, and I screw everything up?” Max asks, getting up and pacing the length of the garage. She can feel Billy watching her.

“That’s a risk you’re gonna have to take. Unless you wanna keep dancing around it; in which case, don’t say anything and keep driving yourself crazy wondering,” Billy replies matter-of-factly.

She huffs out a frustrated breath, putting her hands on her hips and glaring at him. “I know you’re right, okay? I hear you. I just… He’s important to me. I don’t want to fuck this up.”

“There’s nothing you could do to fuck this up, Max. Not if it’s who I think it is.” Billy gets up then, crossing the garage and tipping her chin up to look at him.

“What are we?” he asks expectantly.

“Badasses,” Max answers reflexively.

“Why?” Billy asks, smiling in spite of himself.

“Because death came knocking and we told it to fuck off,” she answers fiercely.

Billy musses her hair fondly. “You’re gonna be fine, kid. Tell him when you’re ready; it might be easier than you think.”

Max pulls him in for a hug, not even caring about the engine grease staining her clothes. She presses her ear against his chest, memorizing the rhythm of his heartbeat. He chuckles, wrapping his arms around her without hesitation.

“Could I stay for dinner? Mom’s making that gross beef stew,” she asks, her voice muffled by the fabric of his shirt.

“Only if you help me finish my work on the car,” Billy says sternly, grabbing a small red flashlight hanging from a hook on the wall. She grabs it, turning it over in her hands fondly. He’d bought it just for her, because when he was out of the hospital, she’d told him she wanted to help him fix up the car. Red, like your stupid hair.

Max smiles, switching the flashlight on. 

“Deal.”

* * *

The leaves have just started falling from the trees, swirls of deep red and burnt orange painting the sky as Max rides her bike towards the Byers house.

She's going to tell Will today. She has a big grand plan, knows exactly where she wants to take him. The big hill at the edge of town, where Dustin had set up his crazy radio to talk to Suzie, has the best views of the stars at night. Will is obsessed with constellations—She remembers when the Party had all gone camping in Will's backyard the day before freshman year started and he'd so carefully and excitedly pointed some out, but Dustin and Lucas were too busy being loudmouths and El and Mike were off making out somewhere. Max had listened, though. She'd watched his face fall when he realized no one was listening and asked him to keep going. It was hard to forget the way he'd smiled at her.

She wants to make him smile like that again.

When the house comes into view, the first thing she notices is that neither Joyce nor Hopper's cars are in the drive. As she draws closer, she sees the front door is hanging open, blowing back and forth in the autumn breeze. Her stomach grows cold at the sight and she's immediately screeching to a halt and throwing her bike aside, running at full speed towards the porch.

Joyce would never leave the front door open like that. 

Ominous images pass through her mind in rapid succession as she races towards the door.

A flower-shaped maw, opening to reveal vicious rows of teeth. 

A hulking, misshapen figure towering over Starcourt Mall.

Billy's body, broken and bleeding out in a river of black.

Will's mouth opening to scream.

She bursts past the door into the house, looking around frantically for any signs of what could have happened. The house is in its usual state of disarray. Nothing seems out of the ordinary.

"Will?" she calls. He knew she was coming today. 5:00. They'd made the plans last night. He should be here. "Will?" she calls again, voice strained.

The house is silent. She looks around the kitchen, her veins turning to ice, before grabbing a cast-iron pan from the stove and beginning a slow, careful advance down the hallway. Billy's voice echoes in her head as she goes.

Almost anything can be a weapon if you use it correctly, Max. You just need something hard enough to knock the fucker out.

She holds the frying pan up over her shoulder, ready to swing, when she arrives at Will's room. The door is slightly ajar, so she nudges it open with a gentle creak, poised and ready to strike.

Her heart drops when she gets a good look at the room. The bed is unmade, as usual, but there's a puddle of what looks like bloody vomit on the floor right in front of the bedside table.

Will.

Max's stomach clenches as she lets the frying pan fall. This explained the front door. They'd been in a hurry. Will was hurt, or sick. Something was wrong .

She jumps when she hears movement from the kitchen, tightening her grip on the frying pan and tiptoeing down the hallway. Her heart is beating frantically in her ears as she hears a low, throaty sound, almost like a groan. It turns her blood to ice.

Just before she turns the corner to the kitchen, a figure steps into view, shrouded by the dim light of the hallway. She screams and charges forward, brandishing the pan and barreling it into the figure with a muted thud.

She hears a soft "Oof," and opens her eyes to find Hopper bent down in front of her, clutching his stomach. Shit. 

"Do you mind explaining to me what the hell you think you're doing?" Hopper demands, wheezing, as he tilts his head up to fix her with a glare.

"I'm so sorry! Will and I had plans today and when I saw the front door open I panicked and came in. There was nobody here so I thought you were an intruder. Or…" Something else. Something far more sinister.

Hopper's expression softens and he gently extracts the frying pan from her grip. "You have a good arm, kid, I'll give you that," he replies gruffly before striding towards the kitchen counter and rifling through some papers there.

"What happened to Will? I went to his room and I saw…" she trails off, her heart hanging heavy like a rock in her chest.

"He doesn't want us tellin' everyone what happened, kid. He's real private about this stuff," Hopper replies, his back still turned to her. He finds a small white card in the stack of papers and tucks it into the pocket of his uniform.

"Hopper, please. Is he okay?" Max asks, coming to stand beside him.

Hopper sighs, glancing down at her with his eyebrows pinched together. "It was a respiratory flare-up. His lungs are shot from breathing all that air... down there," Hopper gestures vaguely towards the floor, "Sometimes, he gets real sick and starts coughing up blood, so we rush him in to see the doc. He's on meds, but changes in temperature—like when the seasons change—are really hard on him."

Max gazes out the window at the falling autumn leaves she had just been admiring on her ride here. Now, she can only look at them with disgust.

"I gotta get back to the hospital with his insurance card, kid. Do you want a ride back home?"

"Can I see him, Hop?" Max asks quietly, looking up at the Chief imploringly. "Please. I need to see that he's okay."

Hoppers sighs, long and hard, pursing his lips in agitation as he thinks.

"Fine. But don't tell him that I told you what happened. He didn't want you guys to know. He doesn't want any special treatment, he just wants to be a normal kid."

Something in Max's heart breaks as she lets the meaning of Hopper's words sink in. She follows him robotically towards the kitchen door, watching him lock it behind them before they head towards his police cruiser.

She drums her fingers against the window ledge as they drive, thinking about Will. The honey brown of his eyes. The rosy pink of his mouth and how it goes a little crooked when he smiles. The tiny freckle above his lip that she's thought about kissing at least a dozen times.

Her entire body is thrumming with anticipation when they pull up to the hospital. She wants to see him so badly. Wants to gather him into her arms and not let go until he asks her to. Which, knowing Will, he probably wouldn't.

Hopper hands the insurance card to some lady at the desk, waiting impatiently while she makes a copy before snatching it back.

"Let me talk to Joyce before you go in. Wait here." He gestures to a faded blue chair stuffed into a nearby corner. Max sinks into it weakly and watches as Hopper strides down the hall, stopping a few doors down and knocking before slipping inside.

She bounces her knees in agitation, trying not to focus too much on the cloying smell of antiseptic in the air. This isn't the same floor Billy had been on, but everything looks and sounds the same. Bright fluorescent lights. The beeping of machines and the shrill ringing of desk phones. Murmured voices and nurses hurrying down hallways.

Billy's night nurse had been a kind woman named Dolores. She had always let Max break the rules and stay the night with him, well past visiting hours. She brought Max shitty breakroom coffee with too much sugar and sometimes even sat up with her during her break. When two weeks had passed and Billy still hadn't woken up, Max had started to lose hope, but Dolores kept telling her that she needed to have faith. Keep talking to him. Let him hear your voice. He'll come back to you.

She hopes Will's nurse has a kind heart like that.

The door opens and she watches as Joyce shuffles out into the hall, her arms folded over her stomach, with Hopper following close behind. El isn't with them.

Joyce looks small and shrunken in her beige threadbare sweater. She sends Max a watery smile from down the hall, Hopper saying something to her in a hushed voice, before she nods and starts heading in the direction of the cafeteria.

Hopper comes over to where Max is sitting, crouching down next to her. "He's pretty tired out, but he wants to see you. Joyce and I are going to grab a bite to eat and give you two some time to talk." 

Max shoots out of her chair, her hands shaking at her sides as she follows Hopper to Room 117.

"Thank you, Hop." She hopes he knows how much she means it.

"Anytime, kid. You've been a real good friend to him." Hopper gives her a fond pat on the top of her head before heading off in the direction Joyce had gone.

Max takes a deep, steadying breath and gently pushes the door open.

Seeing Billy that first day in the hospital had prepared her for this moment, so she doesn't even flinch when she sees all the tubes connected to Will and the beeping machines. He looks pale and there are dark circles under his eyes, but he looks like Will. A weak smile plays across his lips when he sees her.

"Hey," he croaks as Max approaches, immediately taking his hand in hers, "Sorry I had to ditch on our plans."

Max laughs a little, because of course the first thing he does is apologize. "I'm seeing you now, aren't I?" she asks wryly. She wants to ask how he is. How he's feeling. How long this has been going on.

But she doesn't, Hopper's words echoing in her mind. He just wants to be a normal kid.

"Can I sit with you?" she asks, feeling weirdly shy as she makes a vague gesture towards the bed.

Will nods and scoots over, making room for her. She lets go of his hand for only the time it takes her to climb up and settle in next to him, immediately threading their fingers back together as she turns to face him.

"God, I'm so glad you're okay," she whispers, feeling her eyes sting with tears. "I saw your front door wide open and thought…" 

He squeezes her hand. She knows that he understands where her mind had gone without having to explain it.

"I'm okay, I promise," Will replies empathically, "I'm sorry that you were scared."

Only of losing you. Fuck the monsters. I'll take them down one by one if it means you'll still be here with me.

"Will, I…" Max trails off. Is now the right time to tell him? When he's in the hospital, looking like he was just dragged to hell and back?

Billy's voice, somewhere in the back of her mind, tells her no.

She sighs, looking down at their intertwined hands. "I just wanted to say that Hopper only brought me here because I made him. I won't tell any of the others, I promise. I just… needed to see you. To make sure you were okay."

Because I don't know what I'd do if you weren't.

"I didn't want to make a big deal out of it. Everyone has enough to worry about." Will worries at his lower lip. His palm is clammy in her grip but he doesn't let go.

"I get it. I just… You're really important to all of us, you know? And I hate thinking about you going through this and not feeling like you could talk to us about it."

Will smiles at her then, his eyes shining. "If I was ever going to talk to someone about it, I would have wanted it to be you," he admits quietly. His cheeks turn a little pink at the admission, but he doesn't turn away from her.

"Yeah?" Max asks hopefully, stroking her thumb across the tops of his fingers.

He nods. "Yeah. You never make me feel weird or different. And you don't treat me like I'm fragile. You make me feel like I could be normal again."

"You are normal," she insists, "We've gone through a lot of shit these past couple years, and yeah, maybe it's changed parts of us, but not everything. You're still you, Will."

Will gazes at her, an awed kind of expression flickering across his face before he glances down at the frayed blanket tucked around his hips. "Thanks, Max," is all he says in return, fiddling with the fabric.

Max gently knocks her shoulder against his, an amused smile tugging at Will's lips in response. "Do you have to stay the night?" Max asks curiously.

He nods, pursing his lips unhappily. "Yeah. They have to do more tests and stuff before I can go back home."

She nods, shuffling down on the bed so that she's lying on the pillow next to him, pressed up against his side. He turns his head to look at her, and Max's heart hammers against her ribcage when she sees how much brighter his eyes look than when she had first walked in.

"Have you met your nurse yet?" she asks, gazing into the honey brown of his eyes and thinking she's never felt prettier than when he looks at her up-close like this.

"Yeah, I think her name was Dolores?" He furrows his eyebrows in confusion when Max starts laughing. "What's so funny?"

"You could say that Dolores is an old friend of mine," Max explains, still giggling. Will smiles at her uncertainly, and she finds her gaze straying to his lips. "I could stay with you tonight, if you want," she continues after a pause, "Dolores always let me stay with Billy. Well, I guess if your mom doesn't mind."

Will's eyebrows shoot up into his hairline. "You want to stay here?" he asks incredulously, gesturing at the drab hospital room.

Max chews at her lip, thinking over her response. "Yeah, I do. I mean, what if you have a nightmare? Those are scary enough at home."

His expression softens at that, and he reaches out to tuck a stray strand of hair behind her ear before murmuring, "You'd do that for me?"

I'd do anything for you.

"I've got you," she whispers softly, repeating Will's words from the other night. He looks at her for a long moment before wrapping his arm around her back, pulling her closer to him.

Max's eyes flutter shut and her heart leaps in her chest when she feels his lips gently brush against her forehead.

"Yeah, I'd, um, really like it if you stayed," Will murmurs, his breath warm against her skin. Her heart is beating a mile a minute but she tries to keep her response calm and even.

"Then I'll stay," is all she says before tucking her head into his chest, breathing in the smell of him. 

She hopes Joyce will be okay with her staying. All Max wants to do is hold Will close and listen to the soft sound of his breathing once he falls asleep, counting his heartbeats until she slips under too. She wants to wake up next to him in the morning and ask him if her eyes still look like the sky after a thunderstorm.

Maybe she could tell him tomorrow. Maybe she could look at him, the sun streaming through the flimsy hospital curtains, and tell him,

"You are everything I want in a person. And there's a pretty good chance I'm falling in love with you."

Somewhere along the way, her eyes had grown heavy and she began drifting towards sleep. Will's free hand is drawing slow circles into her back and she lets herself go boneless against him, pressing her cheek to the soft skin of his chest.

* * *

Joyce peeks her head in later to find them curled up with one another, both fast asleep. She tucks them in a little tighter under the blanket, but doesn't wake them.

As she gently pulls the door shut behind her and explains to Hopper what she just saw, she can't help but smile. Something in her gut—call it a mother's intuition—tells her that she'll be seeing a lot more of Max Mayfield.

* * *

Max peeks her eyes open and squints against the harsh sunlight streaming through the small hospital room window. Will's chest is rising and falling steadily beneath her cheek and she glances up at him, smiling at the peaceful expression on his face.

His eyes flutter open, and her cheeks begin to burn when he fixes her gaze on her. 

"Morning," he says, whisper-soft.

"Morning," she replies, her stomach swooping nervously, “How did you sleep?”

He smiles and doesn’t immediately respond, instead reaching out to tuck a piece of hair behind her ear that had fallen out of place. “Better than I have in a while,” he murmurs, his fingers softly grazing the shell of her ear before falling back onto the bed.

Her breath catches and she is suddenly overtaken by the wild notion of simply leaning in to kiss him—no explanation, no context, everything to lose but the slightest glimmer of hope that something would be gained, too.

“Will, I—”

“Good morning!”

Max flies off the bed, a flash of red hair and tangled limbs, and lands gracelessly on the floor as Joyce strides into the room with an armful of breakfast pastries. She flashes Joyce a clumsy grin. “Good morning, Mrs. Byers,” she responds dutifully.

Joyce looks at her in confusion. “Honey, what are you doing on the floor?”

“Oh, I, uh… fell,” she mumbles, pursing her lips as she hears Will utter a snort behind her.

“All right,” Joyce replies, smiling good-naturedly as she sets the breakfast pastries on the small rolling table. “Who wants breakfast?”

Max settles in on the bed next to Will and passes him a blueberry scone, which she happens to know is his favorite. She bites into a cherry danish and listens as Joyce starts chattering about hospital food when suddenly, she feels a featherlight touch on the small of her back.

She glances over to see Will gazing attentively at Joyce—A shiver runs through her when she feels his thumb move gently against the fabric of her shirt. She leans into the touch as she tries to hide her smile behind the danish.

(Judging from the knowing look Joyce sends her a few moments later, she knows she wasn't quite successful.)

* * *

It's a week after the hospital visit when Max comes over again. Will has remarkably improved, the color back in his face. He grins when he sees her come through the front door.

"Hey," he says from his place at the kitchen table, shuffling some sketches together into a pile as she sits down next to him.

"Hey," she replies good-naturedly. She can't help but smile every time she sees him now. Billy would be calling her a lovesick puppy and sniggering behind her back right now, but she can't find it in herself to care. "Got any plans tonight?"

"Not that I know of, what's up?" He looks genuinely excited. Any time she had brought up making plans to Lucas, he usually just hemmed and hawed like he had better things to do.

"It's supposed to be a really clear night. I was wondering if you might want to go stargazing with me, up on Weathertop." Max purses her lips as she finishes the last sentence in a rush, her stomach tying itself in knots as she waits for his answer.

Will grins and nods. "I'd love to. What time?"

"How about 6:00? I can meet you here and we can go together if that works. My mom is making something disgusting for dinner so we should definitely bring some snacks."

She doesn't like the idea of Will ever riding his bike alone, but she tries her best to play it off.

He laughs softly and nods. "Okay. That sounds good. Want to watch something until you have to head out?"

"Yeah, I'd like that."

* * *

The walk up to the hill is quicker than she remembers. They set up a soft blanket on the grass and settle in, taking turns munching on a bag of Lays. It's balmier than usual for an autumn night in Hawkins, and for a while, they sit in companionable silence, listening to the gentle breeze and the distant chirping of crickets. 

When they're done eating, Max lies down on the blanket and Will follows suit. Her heart is beating wildly in her chest as she fumbles for what she wants to say.

She remembers a game that she and El played once at a sleepover.

"Hey, tell me a secret."

"A… secret?"

"Yeah. A secret is something that nobody else knows about you."

"Oh. Um." El's brow furrows as she thinks. "I… I always wished I had a sister."

She looks over at Max with wide eyes, almost like she's said too much.

Max smiles and lays her hand on top of El's. "Well, now you do." 

"Hey, Will?"

"Yeah?" he asks softly, his eyes still glued to the sky.

"Tell me a secret? I'll tell you one too, to make it fair."

Will laughs and looks over at her. "Okay. Does it have to be a secret about me?"

"Not if you don't want it to be."

He purses his lips, thinking. "Jonathan farted in front of the girl he liked in 6th grade... I don't think he's ever been the same since."

Max barks out a laugh, completely caught off guard. "That explains so much." They laugh for a bit longer at Jonathan's expense, and then go quiet again.

She thinks for a moment, trying to wrestle up a good secret about Billy that he wouldn't kill her for. "Billy uses Farah Fawcett hairspray. He makes me buy it for him from the drugstore."

"Oh my God. I think Steve does too." They look at each other for a moment before bursting out laughing, and they don't stop until her stomach starts to hurt and tears fill her eyes.

"Okay, okay, we have to say at least one serious one," Max reasons, wiping her eyes.

Will's laughter fades and he glances over at her, chewing his lip before looking back up to the sky. Several moments pass before he answers. "Sometimes I feel like I'm never going to belong anywhere, or with anyone. Like I'm going to be alone for the rest of my life. And it really scares me."

Max's breath hitches and by instinct, she reaches for his hand. He turns to her, his brown eyes glowing in the pale moonlight. "I used to feel that way too, actually," she whispers, her thumb moving its way across his palm, "Until I met someone that made me feel like maybe I wasn't crazy. Like maybe I could just be myself, and that would be enough."

"You're not crazy," Will counters, as if offended by the very notion.

"You might change your mind about that in a second," Max whispers, her stomach flipping nervously and her heart starting to race. She squeezes her eyes shut, steeling herself. "Can I tell you one last secret?"

"Of course." He sounds so damn sincere. Meanwhile, she might vomit.

"I'm not great with words, okay? But I want you to know that you're seriously one of the best friends I've ever had." She pauses to take a deep breath in, not feeling brave enough to look over at him just yet. 

"I love coming over to your house. I love sitting and watching you draw. I love listening to you talk about constellations, and movies, and D&D. But lately, I've been feeling... more. When I'm scared or upset, you're the first one I want to talk to. When I think about you having a nightmare, I want to be the one who’s there when you wake up. I want to be around you all the time, and when I'm not, I'm just waiting around for the next time I'll see you. And…" she trails off, her heart jackrabbiting in her chest. Now or never. "I really, really want to kiss you."

She covers her face with her hands, cheeks burning. This was a terrible idea. He isn't saying anything, he doesn't feel the same, he—

"Max."

His voice is soft. Pensive. She carefully removes her hands to look over at him, heart skipping a beat when she finds his face mere inches from hers. Holy shit.

Will glances down at her lips and then leans in, pausing to look up at her as if to ask permission before she frantically closes the distance.

His lips are softer than she could have ever imagined. She can't contain the sigh that slips from her mouth when he presses his hand to the small of her back and tugs her in closer to him. He kisses her like he's been doing it forever—gentle pressure, a slip of tongue against her teeth, his free hand burying itself into her hair and giving the roots a light tug.

This could go on for hours and she'd never get tired, would never need oxygen again if she could just keep doing this forever. Her hands reach up to cup the side of his face, thumb stroking against his cheek, and before she knows it she's climbing on top of him, she's just not close enough—

Oh. She freezes and Will immediately pulls away, his cheeks burning in embarrassment. "Sorry, I, uh—"

"No, don't be," she answers breathlessly. She's not stupid or naive—she knows this is completely normal. It had happened before with Lucas, but this moment with Will feels extra fragile somehow. More real than it's ever been.

She smiles and presses a single kiss to his lips. He sighs a little into her mouth and she's gone, so fucking gone.

"Is this okay, or do you want to—"

"Yeah. I-I mean, is it okay for you?" he stutters.

Max giggles. Like, legitimately giggles. "Yeah, this is more than okay."

They keep kissing, hands traveling and exploring the planes of each other's body. She can feel him getting even harder underneath her, but she doesn't want to move, doesn't want to extricate herself from this delicious closeness.

"This isn't, ah, exactly helping my problem," Will finally murmurs, laughing softly as he runs his fingers through her hair.

"Sorry," Max replies sheepishly, but she's not sorry at all. In fact, she's pretty damn proud of herself right now.

"Don't be," Will whispers, stroking his thumb across her ear, "This has been the best night."

"Yeah?" Max asks, but she knows Will never says anything he doesn't mean.

He doesn't answer, just nods and continues running his fingers through her hair, gazing at her thoughtfully. 

"I was so afraid you wouldn't feel the same," she admits quietly.

Will looks at her for an extended moment, his expression gentle and unassuming. "Back when I had that first nightmare... When I woke up in the morning, and you were still there—All I could think was how badly I wanted you to stay. To be honest, I haven't, um." He pauses for a moment, pursing his lips nervously. "I haven't really liked a lot of girls. Any, really. Not until you."

Max grins. She can't help it. She isn't just a face in the crowd anymore, some tomboy trying to push her way past droves of cute girls to even get noticed. No. Not to Will. 

She doesn't know what to say, so she kisses him again. She catches his laughter on her tongue and it tastes like everything she's ever wanted. 

Not until you.

After what seems like a blissful eternity, they finally pull away and she rolls off of him. He scrambles to cover himself with the blanket and she laughs out loud.

"God, your mom is never going to let me sleep over again once she catches on."

Will laughs quietly. "I have a feeling she already has. She's freaky like that." 

"Think she'll be okay with it?" Max asks, suddenly feeling unsure. She knows that Joyce likes her, but will she still like her as Will's… Wait. Let's not get ahead of ourselves.

"Are you kidding? She'll be ecstatic. She practically threw a party when Jonathan told her he had a girlfriend."

Girlfriend.

The word seems to startle both of them back to reality. They turn to face each other.

"Am I your—"

"Do you want—" he starts at the same time, both stopping mid-sentence.

"Yes," they say in unison. Max grins, her heart beating wildly against her ribcage like a bird longing to take flight. He smiles back at her and she thinks to herself that nothing could make this night more perfect.

"Whoa!" She bolts up, pointing to the sky. "Will, it's a shooting star!"

They watch in awe as the star burns a path across the sky before disappearing.

"Make a wish," Will says softly, grabbing her hand in his.

Max turns to him, her eyes bright from the starlight.

She pretends to follow his instructions and closes her eyes—But she knows that tonight, she already got everything she wished for.