Lili caught up with the kids and Max yanked her down to crouch underneath a booth in time for a piece of concrete to barely miss her head. Lili couldn't help but scream as it crashed into the wall in front of her. Together, the four sat knee to chest as they listened to the monster prowl beside them.

There was a sudden static from the middle of the mall and Dustin's voice traveled through the air.

"Griswald Family, this is Scoops Troop, do you copy? Over!" The lone walkie-talkie sounded. No one dared to move or even breathe as the monster walked slowly.

"Griswald Family, I repeat; this is Scoops Troop, do you copy?!" There was silence except for the footsteps of the Mind Flayer.

"Do you copy?!" Dustin screamed.

The device stopped when Lili heard the monster slam its claw onto something. It roared into the walkie-talkie and it sent shivers down Lili's spine. It hurled the walkie-talkie over to the Imperial Panda food booth and shattered the top off. It slid towards the overturned car where Lucas, Nancy, Will and Jonathan hid.

"Griswald Family, please confirm your safety!" Dustin's distorted voice wafted through the air. His pleas and cries for someone to say that we were all safe were enough for Lili's breath to hitch in sadness. No one knew if they were alive or dead. Lili could feel her heartbeat in her fingers and toes and she could hear it pumping to her brain.

The monster stalked over to where Lili, Max, Mike and Eleven were. Max clutched the sides of the kiosk until her knuckles turned white and El looked like she was trying to hold it together. Mike squeezed his knees to his chest in fear. Lili, on the other hand, was on the balls of her feet whilst crouching. She was ready to spring to her feet and fight if she needed. She still clutched the ignition cable in her hands.

Lili heard screeches and chitters from beside the kiosk and the monster let out a low growl. It finally let out a roar and walked towards the kiosk and hovered over it, before growling again and walking away. Max squeezed Lili's hand from nerves and Max shut her eyes, trying to wake up from the bad dream.

The monster made its way to the other side, hitting multiple pillars along the way. Lili peeked her head out from the side of the beer kiosk to look at what was happening. The Mind Flayer grabbed a dead Russian by its legs and flung it behind it when it realized that it wasn't what he was looking for.

Mike peeked out from the top and nodded once, returning back down. Lili saw this and yanked him down harshly.

"Are you out of your mind?" She whispered harshly.

"I was checking to see if it was close," Mike defended himself.

"And?" Max egged.

"It turned away," Mike said lowly. "If we go up the stairs now, we'll make it."

"What? No way, not with El's leg," Max shook her head.

"Even if we got up the stairs in time, we would be in full view," Lili said. "Upstairs isn't an option."

"We have to try," Mike pleaded.

"There's another way," El leaned in close. She jutted her head to the left. "To get out. Through The Gap."

Lili peeked out again and Mike did too. Lili grabbed his shirt and yanked him down, too afraid that he'd do something reckless. The monster was turned away, but their chance of survival was still very slim.

"Okay," Lili nodded. She grabbed Max's hand and Mike's, signaling him to grab El's. "Now!"

They all stood up and dashed to the store. Lili slipped in fine, but with El's leg, she limped and her leg gave out, knocking over an iron peg. It clanged on the ground, alerting the Mind Flayer of their presence. El cried out in pain and the monster roared, walking quickly over to The Gap.

The group ran to the far side of the store, crouching behind a bunch of shelves. The monster broke through the small doorway, breaking everything in its path. Lili heard the low groan of the monster's claw arm snaking out and searching the store. It wove in and out of displays and mannequins, attempting to find the two powerful beings.

It was getting too close for comfort. Lili tugged on Max and Mike's hands and yanked them along to scurry to another display case where they monster wouldn't see them.

Lili head the claw attached to something it and reel it back and roared at it, only to have it find that it dug into a mannequin. It threw it to the far wall, letting it clang on the ground in front of the group. Max looked at the banged-up mannequin in fear and Lili knew exactly what she was thinking. That could be them. It even had the same clothes that El was wearing which made Lili extremely uncomfortable, if she wasn't already.

The claw sounded close and by now, it was right near Lili's face. Her lip quivered and her heartbeat pounded faster in her ears. This could be her last breath.

Now, she could see the claw. It was flexed and unhinged, showing off its disgusting line of fangs. Max turned her head away, not wanting to witness the death of her friends. Lili, ever so carefully, brought her hand up. She didn't want to attack unless absolutely necessary, for fear of giving them away. The second the claw would attack, Lili would counter it.

Suddenly, there was a loud pop. Lili jumped and had to bite the inside of her cheek from screaming in surprise. The monster's attention was drawn away to look at the source of the noise. The claw retreated and Lili recoiled, afraid that it was regrouping to attack stronger, but let out a small breath when it didn't come back.

Lili looked out from the display case and saw that it was far away, too busy inspecting a popped balloon. Lili sprung to her feet and Mike yanked El along as Lili and Max ran in front. Lili held the door open to the back, ushering the rest out and helping El run.

"Shit!" Lili looked at the ignition cable that was still in her hands. She turned and looked at Mike who in turn looked at her with wide eyes. He made his mind up.

"Go!" Mike yelled. He pulled El's arms over his shoulder and Max helped. "We got her, go!"

Lili nodded and took off sprinting down the long gray hallway. She bursted through the doors and ran out, down the concrete area where trucks would unload supplies. The ground was wet, making Lili fearful of slipping. With the ignition cable clutched tightly in her hand, Lili ran past the yellow gates and to Mrs. Wheeler's car where all the kids were climbing into.

Nancy looked at the popped roof with Jonathan. "Shit," Nancy looked at Jonathan when she saw that they didn't have the ignition cable. Jonathan pinched the bridge of his nose. They only hope was Lili and her running skills.

"Jonathan!" Lili cried out. His head snapped up at the sound of his name and saw Lili running straight towards the car. Her blonde hair was tangled as the wind from her run blew it back. She pumped her arms as fast as she could, generating more speed.

When she was close enough, she reeled her arm back. She focused her power into her biceps and triceps, trying to make her throw powerful. "Jonathan!" She cried again. This time, the boy stood with his legs in an attack position. "Catch!"

Lili threw the ignition cable and released her power, making the cable fly over the car and into Jonathan's ready hands. He fumbled a bit, but he soon dove into the hood of the car and started to place the ignition cable in the right place.

Lili caught up with Nancy and Jonathan and had barely a second to oversee what Jonathan was doing before the rev of an engine was heard. All three adults whipped their heads to the sound. A lone blue Camaro or was still parked in the empty parking lot of Starcourt Mall.

"Get the car started," Lili said to Jonathan. He looked at her for a moment.

"Go!" Nancy ordered. Jonathan slammed the hood down and made his way to the driver's seat.

Lili internally groaned. He was still here? This was about to get messy. Nancy didn't hesitate as she stood in front of their car, cocking the gun in her hands and training it on Billy. Lili's breath hitched as she watched on, fearing that Nancy would actually hit Billy.

"I got this," Nancy assured Lili when she stepped up beside her. Lili nodded, but she wasn't really comforted by her words. Either Billy will die in the hands of Nancy or he'll kill everyone.

And for the life of Lili, she didn't know which was worse.

Nancy started to shoot. Each bullet missed Billy and he still rode on, coming nearer and nearer. Lili bounce don the balls of her feet. Nancy was missing each shot. Jonathan was having a hard time starting the car again.

The sound of the car became deafening as Billy came closer at a higher speed. Nancy shot once more, missing, then slumped her shoulders a bit. Lili felt her heart beat faster now, if that was possible, as she watched Nancy look at the car in fear.

Nancy ducked as if to get ready for impact, but Lili stepped in front of her. She wasn't expecting Billy to stop and recognize her, she was beyond that hope. This time, she held her hands out front, grabbed the speeding car with her abilities, and yanked it to the left, making it crash into another car that was coming.

Lili screamed and immediately let go of her hold on Billy's car. She didn't see Steve, Robin and Sue in the beige Cadillac speeding down the strip of the parking lot to aid them.

"Shit!" Lili cursed loudly as Billy's car erupted in flames. She ducked a bit as the flames licked the side of her body, making her skin seemingly sizzle from the heat.

Lili ran to Steve and Sue who were in the front seat, heaving. Robin was in the back, clutching onto the two front seats for dear life.

"Are you guys okay?" Steve asked them.

"Which arm hurts when you're about to get a heart attack?" Sue whimpered.

"God," Robin rolled her neck. "I'm never not wearing a seatbelt ever again."

"You weren't wearing a seatbelt?" Sue turned around to scold the dirty blonde.

"I didn't know we were gonna crash into another car!" Robin threw her hands up.

"Yeah, that's my fault," Lili said shyly. "Are you guys okay, though?"

"I think so, yeah," Steve nodded.

Lili nodded, but then a roar from above alerted everyone.

"Holy Mother of God," Sue muttered.

"Shit," Robin breathed. Lili didn't have time to look at the monster. She was already by Billy's side in the burning car. She grabbed his arm. And electric feeling erupted inside of her. She hadn't felt this in a long time. This was the first time she touched Billy in ages. Not choked or punched or kicked, just a simple touch on his arm was enough to make her wish for her old life before the summer.

"Guys!" Nancy called from the car that they tried to get started. Robin, Steve and Sue all raced inside. Robin stood outside of it, looking a t Lili who was idly touching and unconscious Billy.

"Baby," Lili choked. "Please tell me you're in there. I know you're in there. You're safe, okay? Please..."

"Lili!" Robin called after her friend.

"Come on," Lili cried. She reached into her shirt and pulled out the ring necklace he gave her all those nights ago. It was tangled with the brass key of his car, the one that was in flames right now, but she didn't care. She kissed the ring and held it close to her heart.

"Billy, baby, I know you're still in there," Lili sobbed. Robin ran to her, yanking her away. Lili cried, grabbing onto the car.

"Lili!" Robin grumbled. "Come on! We have to go!"

"No!" Lili screamed. "I'm not leaving him!"

"He may as well be dead, Lili!" Robin shouted. Lili stopped fighting her and turned to look at Robin.

"What did you say?" Lili said slowly. Robin gulped at the hot, golden glow that was clouding Lili's irises.

"Robin!" Steve screamed for the girl.

"Come on," Robin pleaded. He grabbed Lili's arms again, but recoiled when her touch was burning hot. "Ah!"

"Leave me be," Lili said in a dark tone. A tear slid down her face and she wiped it away.

"Here," Robin tossed her walkie-talkie to Lili and she caught it. "Stay in contact."

"Go," Lili said, looking at the device then to Billy.

Robin took a step back and ran to the car, opening the door and climbing in.

"She's not listening," Robin told Nancy who was driving. "We have to leave. Now."

"But-" Sue started.

"No," Robin shook her head. "We need to leave. Go!"

The car drove off and Lili watched with a pang in her heart. Guilt overtook her as the car turned onto the main road and drove away, guiding the monster away. She shouldn't have been so harsh to Robin. This may be the last they ever see each other.

Lili grabbed Billy's hand and she silently prayed in a shaky voice. "Our Father, who art in Heaven, hallowed be thy-"

"Dusty-bun, you copy?" The walkie-talkie spoke. Lili stopped her prayer and looked at the device. Billy groaned under Lili's touch and he let out a menacing growl. Lili stepped away from him and turned to run the other way. She didn't want to be near when he woke up. He still had the mind Flayer in him.

"I copy, Suzie-Poo," Dustin's voice came over the walkie-talkie. Lili raised her brow, but didn't question it. "It sounds much better now, thanks."

"Okay, so, listen," Dustin said urgently. "Do you know Planck's Constant?"

"Do you know the Earth orbits the sun?" Suzie replied snarkily. Lili scrunched her nose. She already didn't like this 'Suzie' girl.

"Okay, do I know it starts with two sixes and then a... well, what is it?" Dustin asked. As the two were conversing over the device, Lili spotted Mike, El and Max wobbling out from the docking area behind the mall. Lili ran to them and waved her arms. Signaling them to go back.

Billy was now awake and Lili could see that he was going to catch up to them. Their best option at this point was to find the doorway that led to the other side so that they could slip away.

"What happened?" Max asked.

"He's coming!" Lili yelled breathlessly. Max and Mike widened their eyes and they turned around, helping El back inside. As soon as Lili was past the yellow gate, she turned around and slammed a button that closed it, watching it close excruciatingly slow. She turned and ran after the trio, entering the gray hallway once more.

"Okay, so let me just be clear on this," Suzie spoke. "I haven't from you in a week and know you want a mathematical equation that you should know so you can... save the world?"

"Suzie-Poo, I promise that I'll make it up to you as soon as possible," Dustin said. Lili and the trio ran down the hallway of the mall. Lili looked into each corridor, looking for the right one that would lead them out to the other side of the mall so that they could make and easy escape.

"Here, here, here!" Lili said quickly and she came to a screeching halt. Recognizing the metal door that she used to escape the mall police when she shoplifted some perfume, she entered the small foyer.

"We need a key," Lili grumbled at the lock on the elevator that would take them to the right door.

"Maybe try a hair pin?" Max asked when the button Mike was pressing didn't work. Lili ran a hand through her unruly locks.

"I don't have one," Lili breathed and turned to Max. "You?"

The walkie-talkie was staticki again. "You can it up to me now," Suzie's voice wafted.

"Who's that?" Max asked, looking at the walkie-talkie.

"Some girl named Suzie," Lili grumbled as she fiddled with the buttons.

"As in, Dustin's girlfriend?" Max asked with her eyebrows raised.

"He calls her Suzie-Poo and she calls him Dusty-Bun, so, yeah, I think so," Lili nodded.

"What?" Dustin responded to Suzie.

"I want to hear it," Suzie's almost sinister voice came through.

"Not right now," Dusitn said quickly.

"Yes, now, Dusty-Bun!" Suzie complained.

"Suzie-Poo, this is urgent!" Dustin cried.

"Yes, yes, you're saving the world, I heard you the first time, but," Suzie whined. Lili rolled her eyes. What a bitch. "Getty's saving the Earth's sea, so this is Suzie signing off."

"Wait, wait, wait!" Dustin's voice came back. "Okay, okay, okay."

Lili just shook her head and clipped the walkie-talkie to her belt. She kelt by the control box and pried it open with a pipe she found lying on the ground. She looked at the control panel and started to rip off the cables that looked to control the lock.

"Turn around..." a shaky voice sang through the walkie-talkie. Lili tried to ignore it as she focused. "Look at what you see. In her face... the mirror of your dreams."

"Make believe I'm everywhere!" The two sang through the walkie-talkies. Lili cursed as she fumbled with the device on her hip. "Giving in the light. Written on the pages is, the answer to a never ending story!"

The two harmonized and Lili screamed a little. She yanked the stupid walkie-talkie off her belt and looked for the mute or off button.

"Reach the stars..." Suzie and Dustin sang loudly.

"Goddamn it, Mike!" Lili yelled. She furiously pressed the buttons on the device, but to no avail. The horrid sound wouldn't stop.

"Fly a fantasy!" They harmonized again.

"Here!" Mike left El's side for a moment as he tried to pry Lili's fingers off of the walkie-talkie.

"No, just tell me!" Lili growled. Mike yanked the walkie out of her hands and pressed different buttons, momentarily forgetting how to operate it.

"Dream a dream..." Dustin and Suzie sang. "And what you see will be-"

Lili grew frustrated and grabbed the walkie out of Mike's hands and threw it against the wall. It shattered and the singing voices stopped. Billy was close by and he could definitely hear the noise.

Mike gaped at the broken walkie-talkie on the ground. He turned to Lili, furious. "What the hell?! That costed three months' worth of my allowance!"

"Yeah? Well, it would've costed us our lives!" Lili shouted back.

"Billy..." Lili turned to see Max staring off down the hall. "Billy, you don't have to do this."

The thundering sound of footsteps came closer.

"Billy, your name is Billy. Billy Hargrove. You live on 4819 Cherry Lane, your girlfriend, you have a girlfriend. Her name is Lili Hopper. Billy, please, I'm Max, I'm your-"

Lili threw herself in front of Max. "No!" She cried out as Billy's backhand slapped the side of her face, making her fall down from the impact. Lili groaned as she tried to move, but the pounding headache that from wouldn't let her. She heard Max falling, then Mike. Lili watched, as much as she could with her faltering vision, as Billy walked away with El hanging limply over Billy's shoulders. Her arms swayed as Billy walked down the hallway.

Get the other one, a voice said in Billy's head.

I'll come back later, when she's weaker, Billy responded.

She's weak now, the voice said again.

I'll make sure she's weaker, Billy responded to the voice again. The Mind Flayer left his thoughts after.

Lili got up slowly, following them with staggering steps. She instinctively caressed her stomach, making sure that the little life growing inside of her was doing okay with all that was happening.

Billy walked out from the Scoops Ahoy shop. Lili walked slowly but closely behind, monitoring his every move. She couldn't strike yet, she'd lose for sure. She took a breath by the hallway door of Scoops Ahoy and watched as Billy effortlessly made El jump from his shoulders and into his arms. It was so careful, so... robotic.

The strobing lights made it hard for Lili to see, but she could clearly see Billy whispering something into El's ear. Lili watched, frozen in horror as the monster roared from above.

Suddenly, a firework went off onto its shoulder. The monster howled in pain and Billy visibly hunched over.

"Flay this, you ugly piece of shit!" Lucas called from upstairs. All around, the gang threw fireworks at the Mind Flayer, weakening it and Billy. Lili took this time to run to El, trying to drag her back. Billy hunched over and was on all fours, wailing in plain. He saw that Lili was trying to escape and grabbed her foot, yanking her back and making her slip.

Billy tugged on Lili's leg, making her ram into his body. She grabbed her shoulders, making him look at her in the eyes.

"Go!" She yelled at El. El staggered a bit, not wanting to, but hid behind a pot of plants.

"Billy," Lili hiccuped. She grabbed his face so that he would look at her. "Baby, please."

Billy howled in pain, but grabbed Lili and rammed her back into the ground.

Keep her... the Mind Flayer struggled to get his message across, but Billy understood. Better her than the other.

Billy pinned Lili down and leaned in close to her ear. "Don't worry," his voice was laced with something otherworldly. "It'll all be over soon."

"Billy..." Lili touched his Saint Christopher necklace gently. "Please, remember."

Billy closed his eyes and growled from the pain when another firework hit the Mind Flayer. Lili placed her hands on either side of his face.

"July seventeenth..." Lili whispered, just audible enough so that he could hear it. "Remember?"

Billy just stared at the girl before him.

"July seventeenth, we'll go to California. Like you promised. We'll see the waves," Lili cried. "And you'll be able to surf more than seven feet."

Billy's eyes flashed with something light. Lili continued. "We'll live out our lives with our... son. And you can be a father. You'll be a great father."

Billy's lips parted from being snapped shut. His breathing softened. "And your mom," Lili's breath hitched. She barely noticed the chaos around them, it was only her and Billy. "She was pretty. Very, very pretty. You said that I remind you of her. So, please, Billy, remember..."

Lili gently swept her thumb over his cheek, swiping a tear away. "That night," Lili continued when Billy didn't move. "Of the dance. I showed you my power. You said you loved me even more. We ate Chinese at your place and fell asleep to a corny movie. We were together. And we were happy. Billy, I love you."

Billy sighed.

"Billy, I love you more than anything," Lili cried. "Come back to me."

The fireworks stopped and Billy trend to look at the Mind Flayer. He looked at Lili again, holding her gaze. She then realized that his eyes were back. They were his. Cobalt blue. Just like their first Chemistry project together.

"I love you," he said, barely above a whisper. But Lili heard it. He stood up and he immediately wanted to go back to Lili, to feel her warmth again, to feel her touch again.

He faced the Mind Flayer with rage. The Mind Flayer tried to pierce his head, but he found that he couldn't.

Lili couldn't comprehend what was happening. Billy was back, the Mind Flayer was still here, and she was going to be heartbroken.

The monster opened its mouth. The claw came out slowly and menacing. Lili couldn't help the sobs that escaped her when she saw her life flash before her eyes. She was going to die. This was it. She was going to get the life sucked out of her.

The claw shot out and Lili was prepared to block it, but her arms felt like jello. Her head was pounding and she couldn't focus on the claw that was coming to take her life.

That was, until Billy shot his hands out and grabbed the claw, stopping it from stealing the love of his life.

"No!" Billy roared. He yelled as he pushed the Mind Flayer away. The monster chittered and growled, determined to suck the power out of Lili.

Several other claws snaked out of the Mind Flayer's body. Slowly, Lili pieced it all together.

"No! Billy!" Lili shot her hands out to stop the arms, but they pushed through her weak power and pierced Billy's body, one by one. Billy screamed in pain and Lili cried out, "No!"

Lili watched in horror as Billy was lifted into the air, claws dug deep into his sides. He let go of the main claw that retracted into its mouth. Billy was brought down to his knees before the Mind Flayer, but he didn't let that stop him from getting the upper hand.

Billy had his arms out to his sides, acting more terrifying than he really was. He gave out one last roar as the Mind Flayer shot out its claw, stabbing Billy deep in the chest.

"Billy!" Both Lili and Max's screams mixed together.

"No!" Lili cried, tears streaming down her face. The Mind Flayer detached himself from Billy, snaking its arms back into itself.

Billy fell next to Lili and she crawled over to him, lightly touching his blood-soaked tank. He gasped and his fingers twitched for Lili's touch.

"No...!" Lili cried into his neck. She rested her forehead against his and grabbed his hand. She squeezed it hard, watching the life slowly drain from his eyes.

And then, a rip in Lili's heart caused her to cry out. It wasn't from Billy, though she felt that pain as well. This was different. She felt the love slowly drain out of her. Another piece has been ripped from her.

She screamed at the monster, watching it flail in pain. Lili felt power ripple through her. She let her screams drown out the sound of the Mind Flayer's pain as she let herself go, the power building in her core for god knows how long had finally been released in a bright, golden ripple in the air. It sliced through the monster, cutting it in half. It's top part slid off and it fell to the ground.

The whole mall shook. Everyone upstairs watched Lili release the full extent of her power. They all grabbed onto the railing as the ripple also cut through the pillars. The building quaked violently as Lili wept and Robin, Steve, Lucas and Nancy watched with their mouths gaped. The others watched in horror as the building around them crumbled before their eyes. The shaking stopped as Lili bowed her head, her forehead resting on Billy's.

"I fucked up... didn't I?" Billy gasped out. Lili looked at him through his teary eyes.

"No..." Lili sobbed. "No you didn't."

"He's lucky," Billy squeezed Lili's hand. "To have a ray of sunshine."

"Billy," Max appeared next to Lili.

"I'm sorry," he said to both of the girls. Max watched as the life left him. Lili sniffed and grabbed Billy's Saint Christopher necklace tightly.

"Safe travels, baby," Lili whispered to him.

Lili watched too, the flash of light in his eyes gone and replaced with the black eyes he had for the past four days. Lili came to a crumbling realization;

Billy was dead.

[UNEDITED]

pls don't kill me. stay tuned ;)