*Warning: The following chapter contains a scene of mild smut. No one under 18 should read this. You have been warned*

Amelia eyes the three curious boys as they roam by the food table as everyone chatter and mourn for Will Byers. Joyce sat alone at the end of the room at one of the tables, avoiding all who wishes her their sympathies. She knew Joyce needed some time before she could unload the secrets to the universe to her. First things first, find Hopper...but for now, she had to deal with some snooping kids.

Mike, Dustin, and Lucas begin to stalk a certain Mr. Clark for some help about what Eleven has told them, about Upside Down, the alternative dimension where Will was and figure out how to get there and save him. But before Mike could open his mouth, Amelia pops up, blocking their paths. They jump at her presence in surprise as she eyes them with suspicion.

"What are you three up to?" She asks.

Mike, Lucas, and Dustin all look at each other with worry.

"Out of all these people, filled with nothing but sadness and pity, you three are the only ones who rather be somewhere else." She states and looks down at Mike more since he was the leader, she walks up closer and arches her brow at him, "Mike?"

"W-w-we're sad. We are. Just...we've been taught to hide our emotions. Like how men are supposed to." He stutters.

"Right. We're very, very sad, but really good at hiding it." Lucas nods.

"Yeah. Real men don't cry." Dustin says and puffs his chest out.

Amelia snickers and scoffs, "You boys are gonna have to do better than that." She leans down close to Mike, "Is it because of that girl...Eleven?" She whispers.

All three boys widen their eyes in shock and Mike gasps, "How..."

Amelia places her finger on her lips and nods at them to follow her, "Not here. Come on." She says softly and straightens her pose. She walks towards the door but makes a grab for a plate of her foods that she made for the funeral and some fresh tea.

Setting up a quiet area for the four of them, Amelia and the boys all sat at a picnic table that was outside the church.

"So, Eleven escaped from Hawkins Lab and managed to stumble in the woods, finding you three as you were sneaking out to find Will." She says as the boys look at her in complete shock.

"How do you know so much? Do you...work with them?" Mike asks as fear lit in his voice.

Amelia snorts and frowns at him, "No! For the record, I'm on your side. You boys can trust me." She sighs and shakes her head. "I know because I'm different than most grownups. Not like Eleven, though. She's very special. I could tell by those beautiful brown eyes of hers. How is she doing?" She asks Mike.

Mike flinches in shock, "Uh...a little weak. She managed to contact Will!"

"With her mind!" Dustin adds.

"So, she's telekinetic?" Amelia asks.

"Right." Mike says.

"Like Jean Grey." Amelia says, making the boys look at her in shock. "Hey, even girls can be nerds." She smirks. "So, did Will say anything that could be important?" She asks.

Mike frowns at her, "Wait...shouldn't you be telling us that he's dead and we're just imagining it all?"

The boys look at her with curiosity as they frown at her.

Amelia sighs, "I'm not saying that because I believe you boys. The Chief and I broke into the morgue last night." She eyes them as they perk up. "The body was a fake. A really good one. Completely fooled a whole town."

Mike's eyes widen as he looks at his friends in shock, "The bad men must have done it."

"'Bad Men'?" Amelia asks.

"Eleven said that Bad Men are after her and we think they took Will or made him disappear." Mike explains.

"He was calling out to his mom. She managed to use her powers on Mr. Clarks HAM heath shack and found him." Lucas looks at her with a sad look, making her sigh softly.

"But he managed to describe where he was. Cold, dark, and like home. We have a theory and we wanted to ask Mr. Clark about it." Mike says as he explains.

"What sort of theory?" She asks.

"Do you know anything about how in Cosmos, Carl Sagan talks about other dimensions? Like, beyond our world?" Mike asks.

"Hmm, no, but I do know about alternative dimensions and the underworld." She says.

The boys look at each other in confusion but perk up, "Underworld?" Mike asks.

Amelia leans closer on the table, "There are many names for this world. The other side. The Fifth dimension. The Alternative Reality. Even sometimes called Hell."

The boys freeze in fear as she continues, "El calls it 'Upside Down'." Mike says with a tremble in his voice.

"Upside Down is one as well. It's a world that's very much like our own. But carries great evil. Monsters. Creatures that love the dark." She says.

"Like the Vale of Shadows." Dustin says.

Amelia perks up, "Yes! Just like Vale of Shadows. An echo of our world."

"How would we travel there?" Mike asks.

Amelia sighs at them, giving them a frown, "You think Will could be in a place like the Underworld? Don't tell me you boys are thinking about going into that world." She states.

"We have to. He's our friend. We can't leave him." Mike states.

She sighs and rubs his back, "I know. But to go into that world is very dangerous. What your asking...is very risky."

"You know how to get there...to Upside Down. The Underworld. Don't you?" Mike eyes her.

Amelia sighs deeply, "To go to a world like that would take a huge amount of power and energy. Hmmm...ok, I'm not a teacher, but bear with me." She grabs a paper plate and a pen, drawing a stick figure and a long line.

"Picture... an acrobat...standing on a tightrope. Now, the tightrope is our world. And our world has rules. You can move forwards, or backwards." She says as she draws arrows, left and right. "But, what if...right next to our acrobat, there is a flea? Now, the flea can also travel back and forth, just like the acrobat. Right?" She asks as he draws more arrows, pointing where the flea can go.

"Right." The boys all nod at her.

"Here's where things get really interesting. The flea can also travel this way...along the side of the rope. He can even go...underneath the rope." She points out.

"Upside down." The boys say.

"Exactly." Amelia holds a finger up.

"But we're not the flea, we're the acrobat." Mike points out with a frown.

She nods, "Correct."

"So we can't go upside down?" Lucas asks.

"Only way to get to this world is to create tons and tons of power, like I've said. But again, very risky because, as I said before, this world has rules. To break them would disrupt gravity, the magnetic field, our environment. It could even swallow us up whole. When that amount of energy is created, it'll leave a crack in our reality and then..." She stabs the pen through the paper plate, making all three of them jump. "A gate is made."

Mike frowns as he thinks all about what she said, "So if Will is in Upside Down, then a gate has opened. To find Will..."

"You have to find the gate." Amelia says.

"But how?"

Amelia gives the boys a crooked smile, "You boys are smart, you'll figure it out. But!" She holds a finger up for them. "If you boys do find the gate...come to me. Don't you dare go out there alone. Got it?"

The three of them nod, "Yes."

"Good. And that's 'yes, ma'am'." She reaches for a plate and loads it up before wrapping it with plastic wrap, she managed to grab, "Here." She hands it to Mike. "For Eleven. It'll help with her strength." She gives him a soft smile.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

(Small smutty scene)

With a loud gasp for air, Jim snaps his eyes open and scrambles off where he was lying down. He felt so hungover and groggy. He didn't know where he was till he squints his eyes at the bright sunlight. He was home. How did he get here? He remembers he was at the lab and he saw that thing in the wall and...darkness. He looks around and see his pills scattered all over the table. No, no he didn't have any pills last night. He wanted to keep himself sober to find Will. They brought him and drugged him.

Jim gets up and grabs his gun, waving it around as he rushes towards the door. When he yanks it open, he shouts in surprise when he almost slams into Amelia, who shrieks when the gun was in her face. He quickly lowers it away from her.

Panting heavily, he looks down at her with wide eyes, but continues to pace outside on his lawn. Scanning the area for anything, anyone. No one was there, besides Amelia, but that doesn't mean they weren't watching him. No, this was a warning.

He slowly turns and walks back up the stairs, looking at Amelia speechless as she frowns at him. He rushes back inside his house and goes to the bathroom. He scans his neck; he could almost feel the needle still inside him. But there was nothing on his neck. He wasn't imagining it. He was at the lab. He knows it. And they...he gasps and begins to go through everything in his trailer. Tearing through the cushions of his sofa and bed, the pillows. The lamps. The phone. Everything that they could hide a small radio. He breathes heavily as he continues to tear through his house but finds nothing. He, suddenly, realizes that Amelia never said one word when she got here.

Amelia watches him basically destroy his home as he searches for what she already knew. She watches him turns towards her with a confused frown. She places her finger over her lips before he could speak and points at the ceiling light above her. He looks at her in shock and reaches up to unscrew the light cover. There it was. A single tiny little bug radio. He exclaims in triumph. He wasn't crazy. They did something and he knows it. He looks at her, wondering how did she know? Was she working for them, or did she see them plant it? He wasn't sure what to believe anymore. But he was glad to see her safe and sound before him.

He turns and places the bug on the counter and grabs a frying pan. Grunting and whamming it over and over again, he slams the pan violently on top of the bug till it was a crumbled pile of parts.

Panting heavily, Hopper tosses the pan away and turns towards Amelia. Walking up to her to stand inches from her.

She sighs in relief, "Are you all ri-!"

Jim dives down and slams his lips over hers again, kissing her with all the passion he had built up inside him for her. Amelia grunts in surprise but wraps her arms around his neck as he holds her close against him as he deepens the kiss. After coming close to death, he was afraid he wasn't ever going to see her again or feel those lips on his. He moans softly at the feel of those luscious lips, her taste. He reaches down and picks her up into his arms, lifting her to his height to have a better angle.

Amelia pants against his lips as she feels him carry her towards his kitchen counter, sitting her down to continue the heavy make out. Jim yanks her closer to wrap around him, gripping on to her hip tightly. Amelia lets out a soft moan as she feels his tongue slide inside to brush against her own. She gasps as he presses himself against her, grinding against her covered area that begins to grow so wet for him.  He felt so hard against her.  It made her lust for him to grow more. 

Breathing heavily, Jim forces him to break the kiss, resting his head against hers as his breath fans her skin and hair, "I'm sorry. I'm sorry." He says breathlessly, feeling like a brute and taking advantage of her, but as he locks with her eyes again, he couldn't resist her.

"Jim." She whispers, her hands still clutched on the the back of his neck as she looks up at him with desire and need.

"I..." He pants out. He couldn't find his words, all he wanted was her lips. He leans down and covers her lips again with his own again. Continuing his deep kiss, moaning against her lips as she wraps her legs around his hips, holding him tightly against her.  He uses the one hand on her hip to reach around and grip her ass, holding her as he grinds again. Making her moan for him again.

Amelia wraps her arms around his neck, digging her fingers through his hair as their passionate kiss continues. Panting heavily, she moans as she feels his lips trail down her neck and his hand roams up her leg, under her dress. When she felt his hand explore, she couldn't hold back her cries. How badly she wanted him. Just a taste before they come back to reality, she tells herself. Just a taste. Jim shoves the straps of her dress off her shoulders as he kisses and tastes her skin. Her flavor tingled his lips and tongue. He wanted more.

The trailer was filled of heavy breaths, panting moans, and soon, the sound of Hopper's zipper unzipping. Jim grunts in surprise and moans as he feels her hand inside his jeans, stroking him.

"Please." She begs, but she wasn't sure what she was begging for. More? Yes. But we're they ready? She couldn't think, all she wanted was him.

She moans softly as she feels his hand move to where she wanted him badly. She gasps in awe at the feel of him in her hands. He felt so hard, thick...and grizzly, she silently laughs at how right she was about him. Mr. Grizzly.

Jim looks down at her as she continues her erotic tease and grunts in pleasure when she gives him a good squeeze. He watches her eyes light up as he reaches under her dress and shove her panties to the side, slipping his fingers to feel the moisture she carried for him. They both gasp as one when she completely frees him as his fingers rub against her moist area, sliding two inside and slowly moving them in and out. Jim moans as she strokes him, driving him insane with her touch.

Amelia moans as his lips find hers again, thrusting his tongue against hers as they continue to drive each other towards oblivion. How badly he just wanted to shove himself deep inside than feel her hands around him. He wanted to be where his fingers were. He was so far gone with his lust for her, but he didn't want to risk anything with her. He silently tells himself, once this was all over, he'll have her properly in a warm bed. With protection nearby. To his dismay, he didn't have any right now.

Jim grunts as he shoves his fingers inside her, picking up the pace and groans as she strokes him faster. His upper body almost gives out and falls against her until he uses his free hand to steady himself against the cabinets. Amelia cries out and moans as he uses his fingers to pleasure her greatly. Jim moans and grunts as he moves his hips with her hand, watching her body jerk as he continues to shove his fingers in and out of her, making her cry out in passion. 'Just wait, baby. Just you wait till I have you'. He grins down at her and grunts out another moan, dropping his head against her bare shoulder. God, she was so wet and tight around his fingers. She'll fit perfectly around his hardness.  He grins as he thinks how that night will be with her. He gasps as he feels himself jerk in her hands.  His moans grow louder as he trembles violently with her.  She begins to tighten around his fingers. Clutching around him like a trap. 

With a shout and cry, they both shudder against each other. Jim's body jerks in her hand as she trembles and gushes against his fingers. Jim grits his teeth as his body jerks in ways he never felt before. When she squeezes out the last drop, his body goes limp, and they fall against the counter and cabinets in a panting heap.

Amelia pants heavily as she feels his heavy body against hers, his head lies against her shoulder as his nose was buried against her neck. His cream drips down her thighs and on the floor, staining her dress as well. Jim sighs sluggishly lifts himself off her but freezes as he looks down at her. She was even more beautiful than the day he first met her. He didn't know what came over him. He didn't mean to act like such a savage, he just...she drove him crazy. Never has a woman's touch drive him so far off the edge. He sighs and rests his head against hers, holding her close.

Suddenly, they both freeze at footsteps coming towards the trailer. He quickly lets go of her and helps her off the counter, tucking himself back into his pants and zipping himself up.

"Shh." He silently hushes her and walks slowly towards the window as he grabs his gun.

"Hey, Chief!" Callahan's voice calls out as he knocks on the door. "Hello?"

Suddenly, Hopper yanks the door open with his gun was in their faces, "Whoa!" "Hey!" They shout in surprise. Jim grunts in relief and sighs, rolling his eyes at them.

"Jesus, Chief. You all right?" Powell asks as he exams the crazy look in Jim's eyes.

"What are you doing here?" Jim asks them both as he lowers his gun.

"We tried calling, but-" Powell mutters and Jim cuts him off.

"Yeah, the phone's dead." Jim sighs out.

Amelia sighs in relief and moves towards the sink to clean herself up as Jim talks to his deputies.

"Hey, so Bev Mooney came in this morning all upset. Said that Dale and Henry went hunting yesterday...and they didn't come back home. She thought they were on another binger, but she's not so sure now." Callahan frowns at Jim, studying his sweaty face that was flushed and his hair was all wild. He looks over his shoulder as he hears soft clattering behind Jim.

Jim glares at him and moves to join them outside, shutting the door behind him.

"I think this whole Will Byers thing has everybody on edge." Powell states.

"Where was this?" Jim frowns at how suspicious this sounded.

"It was at the station." Callahan says.

"No, no. Where did Henry and Dale go hunting?" Jim shakes his head.

"Oh. Uh, out near Kerley." Callahan corrects himself.

"Mirkwood." Jim grits his teeth. The Lab. Amelia snaps her head up as she cleans Jim's 'cream' off her dress.

"What?"

"Okay. You go back to the station. I'll take care of this, all right?" Jim states.

"Are you sure?"

"Yeah, leave it." Jim was about to head back inside but Callahan stops him.

"Oh, hey. Uh, they found Barbara's car."

"What?" Jim frowns.

"Barbara Holland's car. Seems she ran away after all. Staties found it late last night at a bus station. Funny, right? They keep doing our job for us." Powell scoffs.

"Yeah." Jim gives a fake chuckle, "It's funny." He walks back inside his trailer and shuts the door, but they could hear them chatter as they walk back to their truck.

"Is he off his meds again?"

"He's been spending too much time with Amelia Holloway. That's what I think."

The deputies chat back and forth as they walk back to their truck and starts it up.

Jim sighs deeply as he puts his gun down and rubs his sweaty face, the scent of Ameila still coated his fingers. He looks over to her as she cleans her dress and herself. She turns and brushes herself off, blushing at what they just did in his kitchen.

"I, um, Amelia...I..." He tries to find the right words for his sudden impulse.

"Please, don't say you're sorry. I'm not." She says softly. "And please, don't tell me you regret it." She adds with fear in her eyes.

Jim scoffs and stalks towards her, taking her face in his large hands and leaning down to kiss her one more time. Thrusting his tongue against hers and holds her tight in his arms. Slowly, breathing heavily, he breaks the kiss and looks down at her.

"Does it feel like I regret that? Only thing I regret is that we can't do more right now." He says huskily. "And believe me, baby, I plan to do so much with you."

Amelia's face flushes at his words, she never expected him to be so brazen. She clears her throat when he lets her go, licking her lips as they tingled from his kisses.

"I'm gonna get myself cleaned up, we're going to Joyce's right now and tell her everything." He states.

"So, you found something at the lab?" She asks with hope as he walks through the hallway.

"You're damn right I did!" He calls out and walks into the bathroom, soon, she could hear the shower going.

Amelia walks into the hallway and leans on the wall as he showers, "What happened?" She asks as she could hear water splashing and Hopper moving around in the shower.

"After speaking 'nicely' to a few guards, I managed to get through that hallway those guys had tarped up. Those assholes really did not want anyone down there..." Suddenly, she hears blubbering and him spitting water out. "There was another lab upstairs and... I don't know if I can describe it. It was like something out of a nightmare. The air was disgusting, spores or ash were floating all around. It felt...off." He frowns and shuts the water off.

"What do you mean?" She asks from the other side of the door.

Wrapping his towel around his waist, Hopper gets out of the shower. He opens the door, walking around her as he heads towards his bedroom to change into fresh clothes.

"It just felt like...I don't know...everything was alive." He sighs and shuts his door as he changes. Amelia sighs and waits outside the door, but peeks when the door was cracked open. She managed to get a look at Hopper's body when he takes off the towel. She couldn't help but blush at the sight of him as he bends over to put on his underwear.

She clears her throat, "What about Will? Did you find him?"

Hopper grunts as he yanks his pants on and sighs, "No. But I think I found proof he was there."

Amelia frowns, "How so?"

"When I was looking for him, I found a room. There was a bed, a security camera, a stuffed animal and a child's drawing." He reaches and grabs a t-shirt, yanking it on and over his body. "It looked like a prison than a child's room." He scoffs.

Amelia sighs softly, "That doesn't necessarily mean he was there. That only says a child was there." She points out.

He opens the door and moves around her as he puts on a flannel shirt over a white tee and heads to the living room, "But it makes sense they have him. Why go through all this trouble to fake his death?" He points out to grab his jacket.

Amelia sighs, "To hide something. That's for sure. Something the world is definitely not ready for. And something that's worth killing for." She gives him a worried look.

He nods, "Mm-hmm, which is why we need to get him out of there now before they really kill him."

"But we still don't know if it's him or how to get him out." She says.

He sighs, how true that was, but first things first was to get Joyce in the loop, "Come on, we need to go." He says and grabs his keys off the counter and opens the door to let her out. He slams the door shut and walks with her towards his truck. "Do you want me to give you a lift home to change first?" He asks as he opens the passenger's side for her.

She tilts her head up at him with a smirk, "Don't worry, I can change at Joyce. I had a feeling I was gonna need some clothes so..." She holds up her tote bag, "I came prepared."

Hopper chuckles, "Another one of those feelings?" He snorts.

She sighs as she climbs into the truck, "Still don't believe me, do you?" She scoffs.

He leans on the door and looks down at her, "You've had some pretty good wild guesses, and that trick with my hair tie was something. But, babe, witches don't exist, and even if they did, wouldn't they look green with pointed noses? Warts?" He scoffs.

"I'm gonna have to give you more solid proof for you to believe me, right?"

He shrugs, "Yup, pretty much. Turn me into a frog or whatever and I'll believe you." He shuts her door and moves around to get into the driver's side. When he hops in and shuts his door, he was surprised to see Theo sitting on her lap with a soft meow. He frowns, "Where did he come from?"

Amelia shrugs, "He always like to pop in whenever I need him. Plus, he's volunteering to help, right, Theo?"

Meow...

"Hey, be nice. He's trying to help." Meow... "I realize that; I'm trying to convince him." Meow... "I'm not going to show him that, he'll shit himself." Meow... "Theo, if he saw you, he'll definitely shit himself." She rolls her eyes and scoffs, "Sorry, he can be dickhead sometimes." She apologizes to Jim who looks at her weirdly and worriedly. Meow... "I am not!" Meow! Amelia gasps as her jaw drops wide, "Oh!"

"Hey! Hey! Enough of that!" Jim waves the argument off and scoffs at her, "You're arguing with a cat as if you can understand him." He snorts.

"I can." She frowns at him. "If you listen hard enough, so can you."

"It's a cat." He says obviously.

Meow...

"He prefers 'familiar'." She points out.

Jim rolls his eyes at her, "Just when my headache was almost gone." He scoffs and rubs his head.

Amelia sighs deeply, she knew they didn't have much time, Will didn't have much time. She reaches into his pockets and grabs his pack of cigarettes and takes one. He frowns as he watches her. She brings the cigarette up, holding the tobacco end up. She speaks ancient Latin that had Jim watching her in confusion. With a soft exhale over the tip, she blows very lightly and, suddenly, the cigarette begins to smoke and a small flame form, lighting it up. With a puff, she blows it out and reaches to place it in his mouth that he had hanging open in shock.

"Just this once only because I just scared you." She states.

Jim, suddenly, shouts in surprise and scrambles to get out of his truck in shock. Amelia sighs and looks down at Theo, "And there he goes." She scoffs.

Meow...snort!

"No, no, no! That's impossible!" He stumbles out of the truck in shock.

Amelia, suddenly, pops up behind him, "I tried to tell you."

Jim shouts and turns fast and backs away, his back hitting the truck door, slamming it shut with his body, "Shit!"

Amelia sighs, "Jim, we don't have time for your breakdown. Will is still out there and he needs our help. Please, just..." She moves closer and frowns when he flinches. She sighs, hurt by his rejection, "Don't be afraid of me. I'm still the same person. I would never...ever hurt anyone."

"Maybe you're the one who took Will. Did you cook him in your oven?" Hopper stutters.

She frowns at him and scoffs, "Are you serious right now?"

"Says the woman who just lit of a cigarette after breathing on it."

She glares at him and crosses her arms over her chest, "That was really rude and really hurt my feelings, Hop. I'm not that kind of witch. I don't eat kids, I don't stalk after little girls with small dogs, and I certainly do not carry a broom or fly around in the moonlight." She says sarcastically.

Jim rubs his mouth and studies her with caution, he couldn't believe it and almost refused to, but somewhere deep down, he had to. And, yes, she's still the same woman he met days ago, she never did anything to harm him or others, but can he trust her still? After what they just did in his kitchen...was it because he really wanted her...or was it her doing?

"To answer what you're probably thinking, no, I do not force people for sex or love. It against the rules of magic. Even magic has rules, asshole. Number 1 is do not cause harm." She sighs and rolls her eyes, "And no, I did not read your mind. I'm not psychic. Ex-boyfriends have asked me that question. I do see...flashes of future events at times, but I don't do stuff like pick the right lotto numbers or stupid bullshit like that." She slowly walks up to him and stands inches away, relieved that he's not flinching away from her. "Please, trust me, Jim. Please." She sighs, practically begging him.

Jim shakes his head and rubs his face as he moves away, trying to process everything. He sighs deeply and turns back towards her, trying to find the words.

"I don't know what to think right now." He sighs.

"How about you decide on the way to Joyce's. We need to focus on finding Will, then we can talk about this later...okay?" She asks.

Jim exhales deeply and sniffs, "Okay."

She gives him a soft smile and turns to head back into his truck with Theo. Jim cautiously follows behind her and gets into the driver's side.

"You know, you took this pretty well than most." She points out and giggles at his glare. "Still want that cigarette?" She asks innocently and grunts when he backs out with his tires spinning.