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Will's thoughts are a little hard for Mike to put into words - not because he doesn't understand them, but because they're almost fully visual. Will mostly thinks in pictures - shifting images with occasional accompanying sounds, and a vivid visual imagination unlike anything Mike has ever seen. They’re so complex that Mike struggles to pick out detail sometimes - there’s just so much of it to focus on. One day Will and Mike are sat in the same room reading together, and Mike can't focus on his own book at all, not because of his usual distraction, but because Will's brain interprets the text in such a vivid, fascinating way - a simple sentence like "light through the trees at sunset" is accompanied by the most powerful, detailed images of a towering, gnarled oak tree, with beams and streaks of golden light falling like columns onto dense brown leaf litter. When Will pictures a tree, the whole forest comes along with it. Mike can almost feel the breeze. If Mike visualised books like that, he doesn't think he'd ever stop reading. It’s incredible to think that this is Will’s normal, baseline brain function.
Mike can visualise images from text, but it’s nothing like what Will sees, and after seeing how Will’s brain worked, he thought that maybe that’s why he’s such a good artist. It does seem to help a little - Will always knows exactly what he wants to draw - but it seems to frustrate him more often than not, because he knows so clearly what he wants to achieve, but can't always get the lines in the right places. Mike hadn’t expected that.
Listening to Will draw is an exercise in complete fascination for Mike. He’s always loved watching Will draw because it’s like watching magic happen, the way the pictures just seem to form out of nothing but lines on a page. It’s always looked so effortless to Mike, but now that he’s got a window into what Will’s thinking, Mike realises that it’s not effortless at all; in reality he's thinking hard about every stroke of his brush. Despite this intense concentration, though, art is clearly meditative for Will. He doesn't have any of what Mike calls "verbal" thoughts when he's painting or drawing - he just exists quietly, both inside and outside of his head, and his worries fade into the background. Mike wonders what that's like - he's always got at least four things going on inside his head at once.
The only time Mike's head is quiet is, interestingly, when he's alone with Will. Will's shifting, watercolour thoughts and soft soundtrack are fun to watch along to, but after a little while, it's like Mike tunes into his wavelength and his own brain slows down too. It's a little weird to be so slowed down, but it's nice. Will's brain feels like getting under a blanket while watching a movie; it's not that Mike was cold before, but it's comforting nonetheless.
Something else Mike has noticed about Will's thoughts is that he has, like... a lot on his mind. They're all pretty stressed out, living in Hawkins when the Upside Down is actively trying to take over, but Will is on another level of mental stress. Mike didn't realise at first, because Will’s face doesn't change when he's thinking - for someone that's so expressive in conversation, Will stays pretty stone-faced when he's alone inside his own head. But as Mike got used to his powers and got better at identifying other people's thoughts and feelings, he started to realise that basically every time Will doesn't have a specific occupation like drawing or reading, he's thinking about one specific thing.
What Mike hasn’t worked out yet, is just what that thing is.
It's difficult to even begin to work it out, because somehow Will's brain still functions almost entirely visually even though whatever it is he's thinking about doesn't seem to have a visual representation, but Will spends a lot of his time thinking about this one specific thing. Mike is still not an expert on mind-reading or emotions or whatever, but he’s picked up on patterns. People tend to put their thoughts into categories, whether they’re aware of it or not - categories like how a thought makes them feel, whether something is a problem or a solution or just a random thought. Will’s brain treats whatever this issue is as almost a philosophical conundrum; something that is a problem and yet has no solution. And whatever it is, it causes him to generate this greyish-purple cloud of stress and anxiety and slight fear. Mike had tried to comfort him about it by slinging an arm over his shoulder once, but for some reason that had made it like ten times worse, and Will had quickly ducked away with red cheeks and a stressed look on his face.
It worries Mike that Will has such an insurmountable problem in his life. He thought it might be something to do with the Upside Down, but Will’s Upside-Down-related thoughts are unmistakable, swirling vortexes of deep blue darkness and particles and a coldness that creeps up Mike’s neck even as a secondhand thought. No, whatever this is, it’s somehow both normal and impossible.
He has no idea what this problem could be, or how to ask about it. Will has always come to Mike with his problems before, but whatever this is, it's different. Will clearly does not want to talk about this - you don’t have to be a mind reader to work that out. Unfortunately, Mike is. It makes him feel bad about his powers - he knows he wouldn’t like it if the roles were reversed, and despite his burning curiosity, he would never want to invade Will's mind and force him to give up secrets. Mike thinks he needs to come clean about this telepathic thing soon, because there's no way he can ask Will what's up without explaining how he's figured it out. He just hopes Will won't be mad at him if he does.