Chapter Text
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Prologue
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“Do you want to be my friend?”
The question hung in the summer air, small and earnest.
Will’s hands were wrapped tight around the cold chains of the swingset, knuckles white, his feet dangling just above the dirt.
“Yes!”
The answer burst out of him, bright and immediate.
Mike clambered onto the swing next to him, and the world lifted. Air rushed beneath his shoes, cool and laughing, and their voices tangled together, breathless giggles, the sound of something beginning. Higher and higher, the sky opening wide above them, endless and blue.
For that moment, nothing else existed.
-----
Will’s hand shot upward.
The world answered.
Power surged through the air, tight and coiling, vines of shimmering red and black twisting into being around him. They crackled and writhed like living things, the ground trembling beneath their pull. The force of it slammed through his veins, electric and overwhelming, a live wire wrapped around his bones.
He didn’t scream.
He bent it.
-----
Chapter One
-----
Will
-----
Will found himself alone in the radio station room for the first time since it happened, since he’d finally taken control of the hive mind - since he’d finally won himself back.
The quiet hit him all at once.
He leaned back against the couch, head tipping against the wall as the adrenaline drained out of him in a dizzying rush, leaving his limbs heavy and his chest aching with exhaustion. His hands trembled faintly in his lap. Every time he closed his eyes, the battle replayed itself—pressure and resistance, Vecna’s voice scraping against his thoughts, the sickening snap of the demos' limbs.
“Hey.”
Will looked up.
Mike stood in front of him, holding out a glass of water and a candy bar like an offering.
“You didn’t have to—” Will started, but Mike cut him off with a shrug and pressed the items into his hands anyway before dropping down onto the couch beside him.
There was a very deliberate, very noticeable two feet of space between them.
Will hated that he noticed.
“You need a short rest, right?” Mike said lightly. “To get your spell slots back. Sorcerer.”
Will snorted despite himself, warmth creeping into his cheeks. “Don’t know if that’s how this works.”
Mike shrugged. “Could be. It’s like how El has to recharge her battery sometimes.”
Will nodded slowly, turning that over in his head—this new version of himself Mike was offering him. Not small. Not broken. Something powerful. Something chosen.
A sorcerer.
“Hey.”
Mike’s voice shifted, softer now, lower.
“I know everyone’s excited about your mom’s plan, but… just be careful, okay?” He hesitated. “You’ve only just gotten your powers back. Vecna’s had years to practice.”
Will’s chest tightened.
“You don’t think I can do it?” he asked, hating how thin his voice sounded, how young.
“No, no, that’s not what I meant,” Mike said quickly. “That’s not it at all.”
He lifted his hand, like he was about to rest it on Will’s shoulder.
Then he stopped.
His fingers twitched in midair before he pulled his hand back like he’d touched something hot.
Will swallowed hard, forcing his expression to stay neutral even as something sharp lodged in his chest.
Mike flinched too, like he’d realized what he’d done the same moment Will had.
He stood abruptly.
“You’re a powerful sorcerer,” Mike said, the words coming out tight and strained. “You can do this. I know you can.”
Will nodded, staring down at the candy bar clenched in his hands, not trusting himself to look up.
By the time he did, Mike was already walking away.
-----
The demogorgon screamed.
Its body was lashed to the frame they’d built above the radio tower, iron restraints biting into gray flesh as cables ran from the generator straight into its chest. Electricity poured into it in violent surges, lighting the room in harsh white flashes. Somewhere inside the creature, Mind Flayer particles stirred and woke.
Will dropped to his knees.
The vines came for him immediately, shimmering red and black coils wrapping around his arms, his chest, his throat. Power tightened until his bones rang with it. He dug deep, deeper than he had before, and pulled.
Dimly, distantly, he could feel Mike and his mom behind him. Solid. Real. Waiting.
Anchors, if he needed them.
He turned inward.
He searched for the current, the flow beneath the chaos, and when he touched it—
It grabbed him.
His consciousness was yanked forward like a swimmer caught in a rip current, seized by something vast and merciless. The undertow swallowed him whole, dragging him down and down, tearing him loose from his body.
The Upside Down crashed over him in fragments.
He flashed through the minds of everything connected to the hive. Every demodog, every twitching limb, every shriek and hunger and command. Too much. Too loud. Too big. He was a leaf in a tsunami, flung and battered, helpless as the current tossed him wherever it pleased.
He couldn’t fight it.
So he stopped.
Will took a deep breath, eyes squeezed shut, and let go.
At some point he had fallen fully to the ground. He didn’t remember when. He only knew the feel of dirt beneath his fingers as they clenched reflexively, grounding him, tethering him to something solid.
He surrendered to the current.
And then—
He opened his eyes.
The pressure eased. He wasn’t drowning anymore.
He was flying.
He moved like a bird riding ripstreams of air, currents jostling and buffeting him, but no longer tearing him apart. He let them carry him, trusting the flow instead of fighting it.
He stood.
Vecna, he thought, sharp and deliberate.
The current shifted.
Suddenly, he was there.
Inside Vecna’s mind.
Max filled his vision.
The sound of voices filtered back in, muffled, overlapping, where before there had only been noise. He couldn’t make out words, not yet, but he could hear them. His mom. Mike.
“I found him,” Will said, the words tearing themselves free with effort.
The voices surged in response, then blurred and faded as he focused on what he was seeing through Vecna’s eyes.
Vecna had Max.
She was suspended in the air, his hand wrapped around her throat, squeezing. Crushing. Draining the life out of her.
Will clamped down hard.
The resistance hit immediately.
This wasn’t like the demodogs. This was force meeting force, a brutal, grinding collision—like arm wrestling against something ancient and furious. Vecna pushed back, hard, his will slamming into Will’s like a wall.
Will bared his teeth and pushed.
He caught Vecna, wrenched control just enough, enough to force his grip to loosen. Max dropped, gasping, scrambling backward as Vecna staggered.
Will ground his teeth together, pouring everything he had into the strain.
There was a sickening crack.
Vecna’s leg snapped, and he collapsed, snarling, Max scrambling away on hands and knees, terror etched across her face.
“Max,” Will tried to say, but his jaw felt locked, iron-heavy, the word dragging itself out with agonizing effort.
Vecna roared back at him, his resistance spiking, power slamming forward in crushing waves. The push grew stronger. Too strong.
With a flash of cold terror, Will realized the truth.
Vecna was much stronger than he’d thought.
Stronger than him.
He couldn’t hold him for long.
“Max, if you can hear me,” Will forced out, every syllable scraped raw. “You need to run. Run!”
She ran.
Vecna surged.
The struggle tipped, control sliding from Will’s grasp. It was the arm-wrestling table again—only this time Vecna slammed his hand down, pinning Will’s arm, his will, his mind in one brutal motion.
Agony detonated behind Will’s temples.
The world shattered into white—
And then went black.
-----
Mike
-----
Eleven tore the bandana from her head. A thin dribble of blood slipped from her nose, dark against her skin.
“What happened?” Mike asked immediately. “Did you find him?”
She shook her head without speaking, swiping the blood away with the heel of her hand.
She was sitting cross-legged on the floor beside the television, its screen alive with buzzing white noise that filled the room with static. The sound pressed in on Mike’s ears, relentless.
Will lay flat on the couch, utterly still. Mrs. Byers sat beside him, one hand spread over his chest like she could will his heart to keep beating just by touch.
Mike sat on the floor at the edge of the couch, positioned between El and Will, his gaze flicking back and forth restlessly. As always, Will’s presence burned like a flare behind him. He was painfully aware of how close Will’s hand hung off the side of the couch, close enough that Mike could brush it if he moved even an inch.
“He’s not there,” Eleven said finally.
Mike inhaled slowly, deliberately, tipping his head back to stare at the ceiling. The words hit anyway.
It felt like nothing ever went right for them.
Why Will?
Why did it always have to be Will?
His thoughts fractured immediately, fifty half-formed, terrible plans colliding in his head, none of them solid enough to hold onto. Panic clawed at his ribs.
“He said Max was there.”
Lucas’s voice cut through the noise. He’d been standing off to the side, silent since Will had collapsed, his arms crossed tight over his chest.
“What if he’s in the same place she is?” Lucas went on. “That’s why you can’t find either of them.”
Eleven’s gaze shifted to Will. Her brows knit together, thoughtful.
Mike noticed that she looked different now. Since Max had gone into her coma. There was something missing from her expression, some spark that had only ever existed when Max was around. A brightness. A joy.
Certainly not something Mike had ever given her.
That was why she’d ended things with him, months ago. Why she’d said she didn’t love him. Said she didn’t think he loved her either.
He’d argued. Insisted she was wrong.
But when he was honest with himself, when he tried to untangle what he felt for El, all he found was confusion. Anxiety. Guilt. A constant, gnawing pit in his stomach.
“I think…” El said slowly. “I think they are in Vecna’s mind.”
Mike froze.
His hand twitched, instinct screaming at him to reach for Will’s, to grab on, to anchor him, but he stopped himself.
“What does that mean?” he asked, his voice tight. “How is that even possible?”
“I do not know,” she said. Then she stood abruptly. “But I know that I can go get them.”
“What?” Lucas blurted. “How?”
Mrs. Byers looked up at El. She didn’t say a word, but her eyes shone, wet and fierce with hope.
El squared her shoulders, her expression settling into something firm and resolved.
Hopper stood in the doorway, taking them all in, silent and solid as ever.
“I will have to go inside Henry’s mind,” El said. “I can piggyback.”
-----
“I’m coming with you,” Mike said flatly.
“No, you are not,” Hopper growled back without hesitation.
“Yes, I am!” Mike shot up to his feet, hands clenched. “I’m tired of sitting here uselessly! You’re going to have to find Will inside Vecna’s mind, and I know him better than anyone. I can help find him!”
“Can you?”
El’s voice cut through the room—not sharp, not accusing, just quiet and steady. Her eyes locked onto Mike’s, dark and searching.
The doubt hit him anyway. Guilt followed close behind, thick and suffocating.
Mike squared his shoulders and forced himself not to look away.
“Yes,” he said, grinding the word out. “I can. I’m his best friend.”
He glanced toward Mrs. Byers, desperate for something, permission, maybe, or absolution, and found her already looking at him.
They were both remembering it. He knew they were.
Will tied to the post in the shed. The sound of his favorite song crackling through the radio. Mrs. Byers' shaking voice. Mike talking and talking and talking, terrified that if he stopped, Will would be gone for good.
Mrs. Byers suddenly reached out and grabbed Mike’s hand.
“Bring him home,” she whispered, her voice breaking. “Bring my boy home.”
Mike nodded, throat too tight to speak.
“Fine,” Hopper grunted at last.
Relief hit Mike so hard it almost knocked him over.
“But,” Hopper continued, pointing at El, “if things go south, you both retreat. You hear me? You get back here safe. It’s better to regroup than to lose you both to Vecna on top of Max and Will.”
El nodded solemnly.
She was already in her wetsuit, the material clinging to her frame as she prepared the sensory deprivation bath they’d set up for emergencies exactly like this. The room smelled faintly of chemicals and metal.
Lucas and several of the others had already left for the hospital, drawn there by Will’s last revelation, the fragile hope that Max was still alive somewhere.
“Mike,” El said, turning back to him. “You should lie down.”
He nodded quickly, then glanced toward the next room, where Will’s body lay limp and unmoving.
The sight twisted something vicious in his chest.
He crossed the room and flopped onto the couch, then propped himself up on one elbow to watch El climb into the tank.
“What should I do?” he asked.
“Just wait,” she said.
Then she disappeared beneath the surface.
Mike lay back and stared at the ceiling, trying and failing to get his brain to shut up.
It never did.
Images collided endlessly. El slipping into the tank, her face hollow and tired; Mrs. Byers' wet, shining eyes as she begged him to bring her son home; Will’s body flying through the air, hitting the ground too hard, too still, the shock of terror freezing Mike in place.
He closed his eyes.
Opened them.
Closed them again.
Just be quiet, he begged the universe. Just for one goddamn moment.
Silence answered.
Too much silence.
Mike frowned and sat up slightly. Mrs. Byers and Hopper were gone. The room felt… wrong. Empty in a way it hadn’t before.
His stomach dropped.
He turned sharply toward the next room.
The bed was empty.
“Oh—no, no, no—”
Mike was on his feet in an instant, heart slamming against his ribs as he ran into the room.
“Will?” he shouted. “Will!”
He spun in a frantic circle, dropping to peer under the bed like an idiot—why would Will be under there?—panic drowning out logic entirely.
Had Vecna taken him?
Had he taken them both while Mike’s eyes were closed?
“Mike.”
The voice came from behind him. Calm. Familiar.
Mike whirled around.
El stood in the doorway, still in her wetsuit. Ripples spread across the floor beneath her feet like disturbed water.
“El,” he breathed.
Then it hit him all at once.
She’d pulled him in.
Will hadn’t disappeared. Mike wasn’t losing his mind.
He was in the void.
Heat rushed up his neck, embarrassment mixing with the lingering terror as he lowered his shaking hands.
El watched him closely, like she could see every panicked thought he’d just had.
“We should go,” she said simply.
Mike swallowed and nodded.
-----
Mike and El walked through the void in silence.
The inky blackness stretched endlessly in every direction, soundless and depthless, like the space between thoughts. Their footsteps made no noise. Mike had the uneasy sense that if he stopped moving, he might simply sink.
“Are we close?” he asked finally, the whisper slipping out before he could stop it.
El lifted a finger to her lips. Shh.
Ahead of them, something took shape in the dark.
A shudder ran down Mike’s spine as they approached. His instincts screamed at him to turn around, to run, even though there was nowhere to go.
Vecna hung suspended in the void, perfectly still.
He looked worse like this, stripped of motion, stripped of sound. All bone and rot and malice, a corpse that refused to be dead. Mike kept his distance, heart hammering, half-expecting Vecna to snap awake and lunge at them.
El didn’t hesitate.
She stepped closer, calm and focused, like fear simply didn’t apply to her anymore. When she reached Vecna, she paused and turned back to Mike.
She held out her hand.
“Hold on tight,” she murmured.
Mike swallowed and took it.
El reached forward and touched Vecna.
The world exploded into light.
-----
They were standing in a hallway.
Mike blinked hard, his eyes struggling to adjust. Lockers lined the walls. The smell of old floor cleaner and chalk hung faintly in the air.
Hawkins High School.
But not the one he knew.
Everything looked older. The colors were muted, the posters unfamiliar, the hum of fluorescent lights wrong in a way he couldn’t quite name.
“What the hell?” Mike muttered.
El released his hand and immediately started marching down the hall.
“We need to find Will,” she said, voice firm.
“Wait—wait,” Mike said, hurrying after her. “Why are we here? What is this?”
“We are in Henry’s memories,” El replied without slowing. “We need to find Will.”
“How?” The word slipped out sharper than he meant. Uselessness crept in, cold and familiar. “I mean—how are we supposed to—”
What had he been thinking? That he could actually help?
“If Will is here, then his memories must be here too,” El said. She glanced back at him. “We just need to find them. You said you could help. Do you see anything?”
Mike slowed, scanning the hallway. All he saw was Hawkins High from decades before his time. Where would Will be in this place?
El moved farther ahead, searching with a focus Mike couldn’t match.
“Wait!” he called, jogging after her.
Then he stopped short.
A woman stood near the lockers, laughing softly as she talked to a man beside her.
Mike’s breath caught.
It was Joyce Byers. Younger—much younger. And the man with her—
Lonnie.
Mike stumbled back a step, disoriented.
“Mike!” El called sharply. “We have to keep going!”
But something tugged at his attention.
A glow, soft and warm, spilled from beneath the edge of a nearby door.
Mike hesitated, then reached for the handle and pulled it open.
A broom closet.
Inside, his parents—young, impossibly young—were pressed together, kissing. Mike froze, horror blooming in his chest.
“Oh my god,” he whispered.
They didn’t notice him. The memory played on, oblivious.
“Mike!” El was suddenly beside him, irritation sharp in her voice. “What are you doing? We need to look for Will.”
“There’s—” He trailed off.
A light glowed from the floor beneath the lowest shelf.
Ignoring El’s protests, Mike crouched and leaned closer. Beneath the shelf was an opening in the wall, narrow and low, warm light spilling out like a secret.
He lay flat on the floor and wriggled forward, scraping elbows and knees as he squeezed through. The space tightened around him, then—
He tumbled out into a familiar room.
His basement.
The Wheeler basement, exactly as it had been years ago.
A sheet lay draped over two small figures on the floor. Giggling. A flashlight beam danced beneath the fabric.
Mike’s chest ached.
He lifted the sheet.
Two boys lay side by side, no older than ten. Himself and Will.
They were huddled over a comic book, the flashlight propped between them, reading far past their bedtime. Young Mike was mid-sentence, putting on exaggerated voices, making ridiculous sound effects.
Will was laughing—really laughing. Breathless, unguarded, bright.
The sight hit Mike like a punch to the ribs.
He remembered this. Remembered how he’d lived for that sound. How every stupid voice and noise had been worth it just to make Will laugh like that.
Will looked so light. So free.
It hurt to realize he hadn’t seen that laugh in years.
When had he stopped trying to make him laugh?
When had looking at Will’s smile become something too intense to hold, something he couldn’t meet for more than a few seconds at a time?
Mike swallowed hard and looked away.
“El?” he said quietly.
She stood beside him now, watching the scene with an expression he couldn’t read.
“This is… your memory?” she asked.
“Yeah,” Mike said. “But—I think it’s shared. Mine and Will’s.” He glanced around the basement. “Maybe we can find more of his memories from here.”
El nodded slowly, scanning the room.
Mike’s gaze drifted to the basement door.
A strange, clinical white light leaked through the crack at the bottom.
His stomach twisted.
“Over there,” he said.
He opened the door—
—and stepped out into a supermarket.
The fluorescent lights hummed softly overhead. The air smelled faintly of freezer burn and detergent. A shopping cart rattled somewhere far away, distant and unreal. Mike slowed, blinking, his stomach dropping as he took it in.
“What the—” he muttered.
El was a few steps behind him, tense, alert, eyes scanning like she expected the walls to peel back at any second.
They were standing in the freezer aisle. Glass doors stretched down both sides, packed tight with ice cream – vanilla, rocky road, mint chip, brands he recognized and ones he didn’t. Frost feathered the edges of the doors. Everything looked painfully normal.
Too normal.
Mike turned in a slow circle, trying to understand why this of all places. “Why would—”
Then he saw Will.
At the far end of the aisle, Will crouched down, level with a small girl who couldn’t have been more than four or five. She was crying, clutching a Barbie doll to her chest with white-knuckled desperation. Her shoulders hitched with every breath.
Will’s voice was too soft for Mike to hear, but he could see the shape of the words, slow, careful, gentle. Will tilted his head, listening, really listening, the way he always did. After a moment, he reached out, palm up, giving her time.
The girl hesitated.
Then she put her small hand in his.
Mike’s throat tightened.
Will murmured something else and rose slowly, guiding her down the aisle. Mike and El trailed after them, keeping their distance. At the endcap, a woman spun around, panic etched deep into her face. Then she saw her daughter.
“Oh my god,” the woman gasped, dropping to her knees as the girl ran into her arms.
She crushed her in a hug, murmuring thanks over and over, tears streaking her cheeks. She looked up at Will with a smile so relieved it hurt to see.
“Thank you,” she said, mouth trembling.
Will smiled back, small, a little shy, and gave the girl a wave as she peeked out from her mother’s shoulder. Then, like it was nothing, he turned and went back to his cart.
Just… continued shopping.
Mike stood there, chest aching like it might split open. Of course it was a memory like this. Of course this was what Vecna used. Will sorting through tomatoes, lifting each one carefully, checking for bruises, like the fate of the world depended on choosing the best one for his mom.
The best one, Mike thought, helplessly.
“There,” El said suddenly.
Her hand clamped around Mike’s wrist, firm, grounding, and she pulled him toward an unmarked door at the back of the aisle: EMPLOYEES ONLY.
The door swung open—
—and they stepped into Max’s hospital room.
El stopped dead.
Mike watched her inhale sharply, watched her shoulders tense as she fought for control. The room was dim, washed in pale light. Machines beeped softly, steady and indifferent.
Max lay motionless in the bed, red hair spilling over the pillow like a halo. Peaceful. Fragile. Lucas was slumped beside her, head resting on the mattress, fingers still curled around her hand even in sleep.
And there was Will.
He sat in a chair near the bed, The Return of the King open in his lap. His voice was a low murmur, steady and warm, filling the quiet room. He flipped a page, paused, and glanced at Max.
A soft, sad smile touched his face.
“You’ll like this scene,” he said quietly, like she could hear him. “I think. Just wait.”
Then he went back to reading.
“I didn’t know he was visiting her,” El whispered.
Mike cleared his throat, emotion clogging it painfully. “He’s always been like this,” he said. “The best.”
This time, it was Mike who reached for El’s hand.
Together, they climbed out the hospital window—
—and dropped into the community center.
Cots lined the walls. Boxes of donated food and clothes were stacked everywhere. It smelled like dust, sweat, and coffee that had been sitting out too long. Will stood at a folding table, sorting clothes into neat piles.
He picked up a jacket, hesitated, then headed outside.
Mike and El followed.
The air was sharp with cold. A man sat hunched against the building, arms wrapped around himself, unshaven, eyes hollow. Grief hung off him like a second coat.
Will held out the jacket.
The man took it without a word, staring at nothing.
Will crouched down in front of him anyway. “Are you alright?”
The man’s eyes finally focused.
He scowled.
Spat on the ground.
“Get away from me, faggot.”
The word landed like a gunshot.
Will jerked upright, shock flashing across his face—then hurt, raw and immediate. He stumbled back, turning quickly, disappearing inside as the door swung shut behind him.
“What the fuck,” Mike hissed.
He kicked at the man, hard. His leg passed straight through him.
“What the fuck is wrong with you?” Mike snarled. “He was helping you, you absolute—”
El grabbed his shoulder, nails biting through his jacket. Her eyes were blazing.
“Mike,” she said urgently. “We’re getting closer. We have to go.”
Mike spit at the man, pointless, useless, then turned with her.
The wall beside them was cracked now. Not concrete anymore, not really. A dim red glow pulsed from within, wet and alive.
A gate.
They crawled through it, slime coating their hands and knees, the air turning thick and rotten—
—and tumbled out into Will’s bedroom.
He was twelve again.
Small. Curled in on himself on the floor. Vines crawled over the walls, the ceiling, him. His hands were clenched tight against his chest as he rocked back and forth, whisper-singing to himself under his breath. A lullaby. A spell. Survival.
Mike’s heart broke clean in two.
He wanted to scoop him up, to shield him, to tell him he wasn’t alone. That he never was.
But the pull in his gut was stronger now, insistent, dragging him forward.
They were close.
Mike ran through the bedroom door—
—and slammed to a stop.
The hallway was wrong.
It was the school hallway.
Vecna stood at the far end.
Mike gasped. El bumped into him from behind, then stepped around him with a shout, throwing her arm out—
Nothing happened.
Then Mike realized Vecna wasn’t looking at them.
“He’s not—” Mike breathed. “This is another memory.”
And then he saw Will.
Twelve years old. Suspended. Wrapped tight in crawling vines, completely immobilized.
“You are going to help me, William,” Vecna said calmly.
A vine lashed out, forcing its way into Will’s mouth.
Mike shouted and ran forward, terror burning through his veins. He reached for Will—
—and his hands passed straight through him.
Will convulsed, choking, his small body shaking violently as Vecna loomed over him, smiling.
“Let him go!” Mike screamed.
Then El was there, gripping his shoulder—
—and everything shattered.
The hallway dissolved.
Vecna was gone.
The small Will disappeared.
They were standing somewhere else now.
A cold, dark chamber made of flesh and vines, the walls pulsing slowly. And there—
—Will.
Older. Trapped. His body encased completely in dark, living tendrils, pinning him to the wall. Blood leaked from his eyes in thin, horrifying streams.
Mike couldn’t breathe.
“Will,” he whispered, stepping forward, dread curling tight in his chest.
They’d found him.