•••

TWELVE WAS HANGING UPSIDE DOWN on the couch in the basement playing with Klaus and Ben, Five sat on the ground beside him and El was just watching the two.

Mike and Dustin informed the three that they had to go to Will's 'funeral' which led the three to this moment.

They all sat in silence, it wasn't uncomfortable but there was a slight tension to it that Levi was oblivious to.

Five sent a look to Eleven who stared at the boy unimpressed. Five nodded his head to the corner of the basement and El nodded her head in understanding.

Five turned to look down at Twelve, "Hey..."

Twelve perked up, beaming at the green-eyed boy humming.

"I need you to stay here. I'm gonna talk to Eleven, okay?" Five mumbled as Levi sat up and Five reached up brushing some of Twelve's curls from his face.

Twelve frowned not understanding why the two couldn't talk with him right there but nodded anyway not wanting to make them mad.

Five got up from his spot walking to the corner of the room, slightly under the stairs where Twelve won't see him and Eleven followed after.

"What are you doing?" Five hissed at El who glared at the boy.

Another reason why they were never close is that Five was always too protective he didn't want anybody hurt even El.

"You know how dangerous it is in there. What happens when these guys find a way to the gate, huh?"

Eleven sighed looking away for a moment as Five clenched his jaw trying to calm himself.

"Danger happens, El, you know this. If these boys try to find their friend... they're going to kill themselves. Or worse one of us."

El stared at the ground, her eyes becoming teary, knowing the boy was only speaking the truth.

Five looked up exhaling before turning to look at the girl, softness in his eyes as he spoke. "I promised, Eleven."

El furrowed her brows looking at the boy in confusion. "What?"

"I promised him before he died that I would protect you guys. And now I don't think I can do that." Five took a deep breath trying to hold in the tears threatening to fall, he already lost Three and Four he couldn't lose Eleven and Twelve too.

Eleven frowned, she had never seen the boy look so fragile and small before but now she realized even the toughest people can be broken and weak sometimes.

The two stood in silence, El knew Five was right. Eleven knew after what happened a few years ago that the upside-down was dangerous and Mike and his friends would only hurt themselves.

Both snapped out of their thoughts when they heard a familiar laugh causing the two to smile.

They both share a nod before walking back in the room as if the conversation never happened and they both see Levi smiling widely while playing with his plushies, laughing at something the voice probably said.

Five plopped himself down on the couch and Levi rested his head on the boy's lap, Five flashed a small smile before running his hand through Twelve's messy curls while El sits on the ground arms crossed, her head was thrown back lying next to Five's leg with a bored expression painted on her face.

•••

Twelve jumped as Mike stabbed the pencil through the paper. The boys had finally shown up at Mike's house, the boys were now showing how the upside-down works unknown that Twelve, Five, and Eleven already knew about it and were growing nervous.

"It would take a lot of energy to build a gate like this. But that's got to be what happened. Otherwise, how'd Will get there, right?" Mike stated, putting the paper and pencil down.

"Right." Eleven stared at the boy with wide eyes, glancing towards Five and Levi who both just shrug.

"What we want to know is, do you know where the gate is?" Lucas questioned glancing between the three.

Levi and El look towards Five who scowls. "No."

"Then how do you know about the Upside Down?"

Levi gazed towards Ben who was in his hands, Five and Eleven glancing at the plush as well before looking down at their laps.

Levi furrows his brows, turning to look at Dustin as he paces around with a compass in hand with a thoughtful look on his face.

"Dustin, what are you doing? Dustin?" Mike called out as the others turn confused, but Dustin doesn't answer.

"Dusty?" Levi softly said, catching Dustin's attention as he turned to look at the confused group.

"I need to see your compasses," Dustin stated.

Mike and Lucas share a confused look, "What?"

"Your compasses. All of your compasses, right now!"

Lucas and Mike got up running around gathering all their compasses while Five, El, and Levi share a look. Levi zoned out of the conversation, and once Five saw the boy in a daze he leaned towards El whispering, "We can't let them find it."

El nodded, knowing what she'll have to do.

Levi snapped out of his daze when he heard the clattering of the compasses when the boys put them on the table.

"What's so interesting about this?" Mike asked, crossing his arms.

"Well, they're all facing north, right?"

"Yeah, so?" Lucas raised an eyebrow unimpressed while crossing his arms.

"Well, that's not true north."

"What do you mean?" Mike asked.

Dustin sighed, "I mean what I just said. That's not true north. Are you both seriously this dense?" Dustin asked, looking between his friends as they just shrug with a lost look on their faces.

"The sun rises in the east, and it sets in the west. Right?" Dustin exaggerated like he was talking to 3-year-olds. "Which means that's true north." Dustin finished, pointing in the opposite direction the needle of the compass was facing. 

"So what you're saying is the compasses are broken." Mike tried to reason, but Dustin rolled his eyes.

"Do you even understand how a compass works? Do you see a battery pack on this?" Dustin held a compass in Mike's face.

"No."

"No, you don't. Because it doesn't need one. The needle's naturally drawn to the earth's magnetic North Pole."

"So what's wrong with them?" Lucas questioned.

"I couldn't figure that out, then I remembered. You can change the direction of a compass with a magnet. If there's the presence of a more powerful magnetic field, the needle deflects to that power. Then I remembered what Mr. Clarke said. The gate.. would have so much power-" Mike cut off Dustin.

"-It could disrupt the electromagnetic field."

"Exactly."

"Meaning, if we follow the compasses' north..." Lucas trailed off.

"They should lead us to the gate." Dustin finished, the boys missed how Levi, Five, and Eleven were watching them with wide eyes sharing panicked looks between each other.

"Shit..." Five grumbled under his breath, looking towards El who nods in understanding. Eleven glanced at Levi then back at Five who caught her actions shaking his head, confirming their thoughts.

They couldn't bring Twelve into the plan.

•••

A/N) I'm still crying over season 3, it was an emotional rollercoaster, did you guys cry?