Lili woke up to tapping on her window. At first, she thought that it was just a bird or something, but the tapping was constant. She got up and stumbled to her window, yanking the curtains open. Once she saw who was behind the glass, she snapped the curtains shut again.

The person grumbled behind the glass and started tapping again. Lili grabbed her pillow and buried her head underneath it to block out the noise.

Soon, Lili thought that the person would break her glass. She threw her pillow to the other side of the room and angrily yanked the curtains back open. She shoved the window up and leaned on the window sill.

"What?!" She whispered.

"I'm so sorry," the person whispered.

"Great," she gave a fake smile and went to grab the window again.

"Wait!" The person held his arms out. "Please, I'm so so sorry, Lils."

"I don't get it, Billy," Lili said to him. "Why did you tell me to stay away? What's going on?"

"I-It's hard to explain," Billy stuttered. He wasn't about to tell her that he has been abducted and taken to another world and ordered to possess other people. She doesn't need to know.

"Is it your dad?" Lili asked. Billy looked to the ground. Should he take the chance and lie? There's a possibility that she'll find out.

"Yeah," he nodded.

"Billy, you know you can talk to me," Lili sighed.

"Yeah, I was just pissed off and I didn't want to take it out on you," Billy said. Lili nodded. She wasn't about to say that he kind of did by making her stay away, but he probably meant physically so she just kept her mouth shut.

"How do you know where I live?" Lili tilted her head. Billy sighed.

"I asked Steve who apparently knew and I asked him to take you home. He didn't ask any questions, which is good I guess. I followed him to make sure you got home safe." Lili just made an 'O' with her mouth and nodded.

"Are we good?" Billy asked after a second of silence. Lili nodded. Something still felt off with her but she was just happy that Billy wasn't breaking up with her. He leaned up and over the window sill to place a kiss on her lips. When he did, there was a jolt of electricity that went through Lili's body. It wasn't the good kind, it was something that felt... sinister. She couldn't quite describe it.

"I'll see you tomorrow," Billy waved her goodbye and left her window. She stayed there, thinking about the electricity she felt. It was different. Too different. She didn't like one bit of it. Maybe he's been drinking something different? It was a possibility, but Lili highly doubted it.

After a while, Lili went back to bed. She looked at her clock which read 3:42. Why would Billy he up this late?

She still couldn't help this nagging feeling that she was being watched. It was worse than last year too. Something was coming, Lili could feel it.

***

Hopper was especially loud in the morning. And it sounded like... Joyce was there? Lili didn't bother to get up. Not even after the door slammed shut and the yelling continued outside. She heard the car peel out and speed away, but that didn't make her get out of bed.

But the phone did. She let it ring the first time, but then it kept on ringing.

"What?!" Lili yelled into the phone when she picked it up. She felt lightheaded and dizzy since she got up quickly.

"Lili, this is Max, Mike said that there's a code red," Max said.

"What?" Lili rubbed her eyes. "What do you mean 'code red'?"

"I don't know, he said to meet him at his house," Max said quickly.

"Okay," Lili said sleepily. "Is El with you? She's not in her room."

"Yeah, she slept over," Max said.

"Okay," Lili mumbled. "I'll see you later."

"Bye," Max sais as she hung up the phone. She turned to El who was brushing her tangled hair aggressively.

"Woah, woah, woah, El," Mad grabbed the brush from her hands. "You're gonna tip your hair out."

"We have to tell her," El said.

"Tell who?"

"Lili," El turned to face Max. "We have to tell her about Billy. That something was wrong when we went to Heather's."

"He was cheating, of course that's something wrong," Max said. "I keep telling you, both of them are fine. We saw them. The only thing that's wrong is that Billy was there in the first place."

"It isn't just the cheating," El shook her head. "There's something wrong with Billy."

"What isn't?" Max snickered.

"I'm serious," El deadpanned. "We have to tell Lili."

"Okay, well, it's your fault if she pulses the house down," Max rolled her eyes. El smiled.

"Deal."

***

"Guys!" Lili was on the Wheelers' driveway. "What's going on? I really don't want to be here."

"Mike'll tell us," Max said. She was riding her bicycle with El standing up and grabbing her shoulders.

"But does it have to be here? Mrs. Wheeler and I don't have a good relationship," Lili groaned.

"Yes! Now shut up and let's go," Max rolled her eyes. El got down from the bike and Max set it with the other bikes parked on the driveway.

"Yeah, shut up," El said to Lili. Her eyes widened at her little sister's words.

"Alright!" Max grabbed El's arm and dragged her away, leading a dumbfounded Lili following. They went through the side door since Lili wouldn't enter through the front.

"What's going on?" Lili asked as soon as she stepped into the basement. Lucas, Will and Mike were there and sitting on the couch. Will was sitting on the armrest.

"The Mind Flayer," Will said. "It's back."

El and Max were in pure shock. Lili wasn't. It explained her nagging feeling.

Suddenly, a memory flashed through Lili's mind. It wasn't hers though, or was it? Lili couldn't remember. She felt her discomfort through the memory and she could see her vision blurring. It felt as if she crashed into a wall. She heard a wail that sounded that Billy's. This couldn't be her memory, she couldn't remember if this really happened.

She didn't notice that her hands came up and clutched her head before Max ran up to her and asked her if she was okay.

"What?" Lili groaned.

"I said, 'are you okay'?" Max repeated. Lili only nodded.

"Yes, just a headache," she mumbled. Everyone's eyes were on her. "Tell us about the Mind Flayer, Will." She changed the subject quickly.

"Well, I didn't think it was anything at first," Will started. "I mean, I think I just didn't want to believe it."

Will shook his head. "The first time I felt it was at Day of the Dead."

"Power went out that night, too," Mike nodded. Max gave him a quick glance before looking at Lili. Lili's attention was focused solely on Will.

"And then I felt it again at the field near the Nelson Farm, the next day," Will continued. "Then again yesterday outside Castle Byers."

"What does it feel like?" Max asked, trying to understand what was going on.

"It's almost like... you know when you drop on a rollercoaster?" Will asked.

"Sure," Mike nodded.

"Yeah," Max agreed.

"No," El and Lili said. El said no because she spent her whole life in the lab and Lili said no because she never did anything 'fun' as a kid.

"It's like..." Will elaborated. "Everything inside your body is just sinking all at once but... this is worse. Your body, it goes cold- and you can't breathe. I've felt it before, whenever he was close.

"Whenever who was close?" Max asked.

"The Mind Flayer," Lili whispered. Will looked at her and nodded.

"I closed the gate," El said.

"I know, but, what if he never left?" Will looked at El and Lili who were sitting next to each other. "What if we locked him out here with us?"

"I don't understand, you're not infected anymore and the demodogs died," Lili shook her head, not wanting this to be true. If it was, then everyone's efforts last year went to waste. Bob died for nothing.

"Here," Will went over to the table nearby. Everyone followed and watched as he took some charcoal and paper from a bin.

"This is him, all of him," Will drew a circle and tentacles. Lili shivered at his drawing. It wasn't life-like, but she could still imagine how horrific the monster really looked.

"But, that day on the field, a part of him attached itself to me," Will said and swiped his hand on his drawing, smearing it and getting black dust on his hand. He showed it to everyone in the group. "My mom got it out of me and Eleven closed the gate."

Will flipped the paper over so that it showed a clean side. "But, the part that was still in me, what if it was still in our world?"

El looked scared and about to hyperventilate so Lili grabbed her shoulders and pulled her to her body, hugging her sister.

Will's hand slammed down on the paper, making a black handprint on the blank side.

"In Hawkins."

"I don't understand," Max shook her head. "Like Lili said, the demodogs died. If the brain dies, the body dies too."

"We can't take any chances," Mike said to Max. "We need to assume the worst."

Mike looked at everyone. "The Mind Flayer's back."

"Yeah, and if he is, he'd want to attach itself to someone again," Will nodded. "A new me."

"A new host," Lucas said.

"How can you tell if someone is a host?" El asked.

"Why?" Lili asked her. El looked at her sister with sympathy.

"Lili," Max gained Lili's attention.

"Yeah?"

"We think it may be Billy," Max said. Lili's stomach drop and she felt her heart stop.

"What do you mean?"

"El saw him in the void," Max said. "He was... hovering over a girl. We think she was Heather. El located Heather back her her house and when we got there, Billy was having dinner with Heather and her parents."

Lili sat down at the weight of the information. Billy was cheating on her?

"I don't understand..." Lili mumbled. "Billy was with me last night."

"What time?" El asked.

"I dunno," Lili shrugged. "Around three?"

"We saw him around nine," El said. In that moment, Lili should've been mad. She should've marched right over to Billy's and slapped him hard across his beautiful face. She should've been screaming and yelling and wrecking entire houses.

But she wasn't mad. She was scared. She was frightened for Billy and scared about her and the kids' safety. The Mind Flayer has got her love, her life.

Everything seemed to crumble around her. They were supposed to go to California. They were supposed to live their lives in peace together and forever. They were supposed to raise children together and take them to the beach on Sundays. They were supposed to get married at City Hall and honeymoon in their new house. They were supposed to live until they died.

Lili didn't even try to stop the tears from falling down her face. Her back was turned from the group and she gripped the chair next to her. The floor and the wall seemed to blur together and she couldn't keep her breaths from being ragged.

If all of this was true... then she has lost him. In her gut, she knew this was different than what happened to Will. This was different and there was probably nothing she could do except watch the love of her life slowly deteriorate in front of her eyes.

"Lili?" Max whispered. The new adult turned and met Max's sad gaze. Max felt her heart clench when she saw Lili's face. She seemed numb, like any words that were uttered would go in one ear and out the other.

"We need to see if he's Flayed," Mike said. Lili sniffed and nodded. Her hand grabbed the ring in her necklace and clutched it.

"Let's go," Lili said, her jaw hard and her face determined.

The kids were standing behind a car in the parking lot of the pool, looking into it. Billy was at his lifeguard chair, but with a towel draped over his legs and knees and a shirt on. He also had on a Niagara Falls cap and an Icee in his hand.

"I dunno," Max said with the binoculars over her eyes. "He looks pretty normal to me."

"Normal?" Lucas snorted. Lili was busy tying her hair up and smoothing her jean shorts over her one-piece. She was going to go in and see if everything was normal. "How many times have you seen him with his shirt on?"

"I mean, it's a little weird," Max shrugged.

"Say what you will, but in the end I decide if he's normal or not," Lili said as she buckled her lifeguard fanny pack in place.

"Remember the code word?" Mike asked her.

"Yep," Lili rolled her eyes.

"Okay, what is it then?" Lili stalled. She didn't remember. It's not like she'd need to use it anyways. If anything went wrong, she'd just use her powers.

"I dunno," she finally answered. Mike nodded as if he knew that.

"That's what I thought," Mike sighed. "It's 'icebox'. Got it? 'Icebox."

"Okay!" Lili said, getting annoyed. "Okay, I got it. I'm going now."

"Okay," Max took a deep breath.

"Be careful," El said. Lili nodded once before heading off to the pool deck. When she got close to Billy she noticed that he was slowly lifting the top of his lighter up and down.

"Hey, Billy," Lili said in a small voice. She didn't mean to sound so meek, but she couldn't help the fear rushing through her. He looked at her.

"Hey, Lils," he said. Lili let out a small breath. So far so good.

Back in the parking lot, the kids were watching anxiously.

"He's lounging by the pool-" Mad pointed out. "- which is the least Mind Flayer thing ever."

"Not necessarily," Will said quietly. Everyone turned to him. "The Mind Flayer, it likes to hide. He only used me when he needed me."

"It's like..." Will looked off into the distance as if he was recalling a memory. "It's like you're dormant. Then, when he needs you, you're activated."

Everyone looked at Billy who was talking to Lili. It seemed like she was pointing out his outfit choice and the towel. He gave some lame excuse and Lili took it.

"We have to get her out of there," Mike said suddenly.

"What?" Max asked.

"We have to get her out of there!" Mike said louder. El turned her head slowly away from the group and to her sister talking to her boyfriend. A new fear overtook her as she suddenly realized how much danger Lili was in.

[UNEDITED]
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