•••

FEAR was still coursing through Levi's veins as he sat in front of the group with tears streaming down his face, flinching at the fireworks crackling and whistling from the festival in the distance.

The scared boy would cuddle closer to Five, whimpering at every boom that echoes, subconsciously calming down when Max grabbed his hand as Five ran his fingers through Levi's hair.

"He said he was building something... He said it was all for..." the distraught boy sniffled, glancing wearily at El, who smiled tearfully at him. "M-me...and El."

Max squeezed the boys hand tighter, furrowing her brows. "Building something? Is he talking about the flayed?"

"He must be," Nancy said solemnly, scratching the back of her head.

Lucas sighed and started pacing from his place behind the couch. "So, he's building an army, just like we thought."

"Yeah, but he's not building this army to spread," Mike said.

"He's building it to stop Eleven and Levi." Will trailed his eyes to the two who just nervously shared a glance.

"Last year, El closed the gate on him. I have a feeling that really pissed him off."

"Like royally," Lucas mumbled.

"And the Mind Flayer now knows that she's the only thing that can stop him, Levi included," Mike explained. "But if they're out of the way--"

"Game over."

Levi fiddled with the bottom of his button-up shirt nervously, "He said...h-he was gonna kill all of you."

"Oh, that's nice." Max sarcastically said with a snort, crossing her arms glaring at nothing.

Levi furrowed his brows not catching onto the sarcasm, "No it wasn't. He said he was gonna kill everyone I love. And make me watch what he did to Du--"

"Calm down, T, she didn't mean it." Five reassured the boy who was now having trouble breathing.

"Sorry, Lee." Max apologized, feeling bad.

There was a loud crackle of fireworks, louder than the others causing Levi to flinch violently making Five tighten his grasp on the boy as El sends the boy a sad look.

Nancy looked at the window, walking closer to it as everyone's attention snapped to her when very faintly over the sound of the firecrackers they could hear a familiar screech that sent a shiver down everyone's spine.

"Billy..." Nancy quickly turned to the scared looking Levi, with the softest look covering her panicked features. "When he told you this, it was here, in this room?"

Twelve wiped his tears away with his fist, nodding with a pout playing on his lips.

Everyone looked around paranoia flooding their bodies as they caught onto what the girl was saying when Twelve whimpered, just as Will whispers.

"He knows we're here."

Twelve looked at the girl with wide eyes, glancing at everyone around the room with blurring vision. "I'm sorry!"

Everyone ignored the apology, knowing it wasn't his fault as they all got up and ran outside.

They make it to the dirt road seeing the colorful firecrackers lighting up the night sky but Levi couldn't focus on that, no, he was distracted by the big freaking spider-shaped monster stumbling towards them, smashing down trees with its big steps.

It was bigger, way bigger than it was yesterday, it was almost taller than the trees. Eleven and Twelve both froze in fear, thoughts about what Billy said flew through the boy's mind, making him unable to move.

The boy didn't even notice the group running back to the cabin as he watched the monster advance closer and closer, each ginormous step made Levi fill with more terror.

He couldn't move, not with the fear coursing in his veins at the moment. The only thing he could register was someone grasping his shoulder making the boy panic and swing at the person, finally snapping out of his trance.

"Woah, I-it's okay! It's just me!"

Twelve looked at Will with wide eyes as the boy ducked, "I'm so sorry!"

"It's okay," Will said, glancing at Five next to him who started throwing questions at Levi who looked overwhelmed.

"Stop, Five. Let's just get him back." Will grumbled, grabbing Twelve's hand and leading the boy back to the cabin with Five behind them.

Max quickly opened the door, slamming it closed once the boys made it in safety, pulling Levi into a close hug, cursing herself for not being the one who noticed his absence.

Levi hugged the girl back tightly, snuggling into the crook of the girl's neck as he held back tears while he listened to Jonathan scold Will for running off.

Then it suddenly got quiet, too quiet.

Nancy quickly picked up the shotgun she got out of the shed holding it up as everyone crowded in a circle in the middle of the cabin.

Their breathing was the only sound filling the room, Levi huddled closer to Five and Max growing extremely nervous.

Five and Max shared a look as they heard stomping, objects around the cabin shook under the weight of the thunderous stomps.

"It's close." Will breathed out as the lights started flickering around them, reaching behind him and grasping Levi's clammy hand in his, wanting to comfort the boy even though he himself was scared shitless.

Eleven swallowed, looking up at one of the higher windows near the ceiling, seeing the leafs rustling on the trees outside the window.

Everyone jumps as one of the mugs on the counter falls to the ground shattering, and Levi was kinda relieved it wasn't the mug he designed for Hopper.

"Where'd it go?" Max whispered as everything stilled and it was silent.

Everyone screamed as suddenly the monster broke through the wall, it's long tendril swinging around.

All the kids backed against the same wall, holding onto each other in fear as the thing turned to them, opening in a flower-like shape at the end causing Eleven to gasp and back away as it stopped in front of her to screech loudly making her ears ring for a moment.

Jonathan came up behind it and hacked it with the ax in his hand as the monster shrieked in pain, the man went to swing again but the long tentacle-like figure pushed him into the wall.

Jonathan dropped the ax at the impact while the creature screeched in the man's face as he lied on the ground groaning and trying to get away from the monster.

With a glare on her face, Nancy aimed the shotgun at the slimy thing and shot at it only grazing the creature since it was wiggling around.

Levi's breath hitched when he noticed Nancy run out of ammo making the monster come closer to her.

Nancy whimpered, trying to shrink further into the wall as the creature grew closer and closer until she could feel it's breath on her face.

The girl cautiously opened her eyes seeing the slimy monster right in front of her shrieking in pain. She looks towards who was doing it seeing Levi glaring at the long tendril, his eyes glowing white.

It screeched loudly at the boy, who's blue eyes snapped towards Nancy, softening while he made sure she was okay.

While the boy was distracted, like Jonathan, the monster flung the boy into the wall, making him fall to the ground grunting.

Eleven watched as Jonathan and Nancy helped her wincing brother, nudging him behind them as he rubbed his head that hit the wall, the girl felt rage fill her when she saw her brother was in pain.

El glared at the monster making it scream in pain before using her powers to slice the flower-shaped mouth off completely.

Everyone backed away watching with wide eyes as the tendril flung itself back outside through the wall.

"Holy shit!" Max exclaimed, ducking quickly as a new tentacle swung in, shrieking.

Eleven quickly used her powers to catch it, gasping as another one broke through the wall on the opposite side, almost missing that one.

Twelve looked at his sister with wide eyes, stepping forward when he saw her struggling but she just turned her gaze towards him, shaking her head, with a shout she snapped the tips of the tendrils off like the first one.

Twelve felt the world around him shift as he saw the mind flayer break a hole through the ceiling right above El.

A new tentacle, this one coming out of the mouth of the large monster came through and grabbed the girl by the ankle, dragging her up trying to slip her through the large hole.

Mike caught her by the arms as she screamed in fear, Max and Five following quickly after, trying to pull the girl back to safety.

Tears were fell down his cheeks as everyone pulled on El, trying to get her back from the monster while Nancy reloaded the gun but missed the shots as the monster wiggled around screeching.

All the noise made it hard for the boy to focus, tears of frustration lining his waterline's as the screaming, shouting, gunshots, and screeching filled his ears, making it hard for him not to cower away and run since it was too overwhelming.

Twelve made the mistake of looking up through the hole staring directly at the face of the mind flayer through his teary eyes, feeling some much feelings wave off the powerful being.

While looking directly at the Mind Flayer, Twelve could feel as if it was taunting him, mocking him for not being able to protect his sister, making fun of him knowing he couldn't protect anyone.

It made Levi furious.

The boy yelled, feeling relief flood his veins as the others muted while the monster shrieked as the tip of its tentacle was cut off by Levi's powers and everyone was able to bring Eleven down to safety as Levi made sure to give the creature a little burn making it cower away even though Twelve didn't notice it.

Twelve's whimpers filled the air as he felt himself grow exhausted, thoughts of what Billy said swarming his mind, making his eyes glow brighter and brighter.

The boy winced as his head started aching and his vison began blurring but he just blinked trying to get over the daze as he heard a loud scream.

Vision back in focus the boy winced watching Mike pull off the small creature on El's leg throwing the slithering thing to the side as Eleven withered in pain, lying on the ground covered in sweat, blood dripping from both nostrils, feeling her head pound at the number of power she had to use.

Twelve's head snapped up as the mind flayer snarled, looking through the large hole, its mouth open showing multiple rows of razor-sharp saliva-coated teeth.

El slowly got up, ignoring the pain in her leg and the blood dripping from the wound. Glaring at the monster, she lifted her hands towards it yelling as it roared.

Twelve ran up to the girl holding the girl up as she swayed, with a loud shout, Eleven used her powers to rip the monster apart straight down the middle.

The creature continuously roared as everyone ran out of the cabin while it was distracted, shouting as they helped Eleven outside while they hurriedly made it to the dirt road and stumbled into the car in a panic.

Eleven breathed heavily at the pain coursing through her leg as she felt it throbbing, she turned to Levi next to her holding Max in his lap. El turned in Mike's hold wincing and putting her hand on Levi's cheek turning his face to her, connecting their teary eyes.

"You okay?" Eleven's whisper broke the tense silence.

Levi chuckled, his chest clenching, "You're asking me if I'm okay?"

•••

Nancy threw a rock at the glass door of the store, walking in casually along with everyone else. They all followed her to the medical area as she grabbed rubbing alcohol and gauze, turning to look and Max and Mike who steadied the groaning Eleven. "Okay, sit her down."

Five helped the two put her down on the ground, his heart aching at the grunts of pain coming from Eleven.

Nancy, gently as possible lifted El's pant leg, eyes widening along with everyone else as they take in the two bleeding circle wounds that were about 2 inches each.

"Oh, shit."

"What are you doing?" Max questioned looking at Nancy like she was crazy as she started opening the things she got from the shelves.

"I'm cleaning the wound," Nancy said.

"No, first we need to stop the bleeding, then clean, then disinfect, then bandage." Max stopped Nancy, looking up when everyone looks at her weirdly, rolling her eyes. "I skateboard. Trust me."

Max leaned over El, grabbing Mike's hand, giving a gauze pad to him and setting his hand on the wounds, "Hold this. Keep the pressure on it nice and firm, okay?"

Mike nodded doing as she said while Max turned to Nancy and Jonathan, "we're gonna need water and soap."

The two oldest teens ran off to get the stuff, Lucas took off the backpack he was wearing, dumping all the contents out.

Everyone looked at him weirdly as Lucas just shrugged, "Does any of this help?"

"No, dumbass." Five rolled his eyes.

"Go get me a washcloth and a bowl," Max said to Lucas who sighed but obeyed, bringing Will with him.

"Anything we could do?" Five kneeled down next to Max.

"Find something for her headache maybe? There's nothing else we could really do." Max sighed, grabbing the other gauze pads from Levi, helping Mike get rid of the already blood-soaked one.

Levi along with Five went to the pharmacy area, Five grabbing some Tylenol for El.

Five tossed around the bottle, hearing the pills clang against it before he noticed the look on Twelve's face. "What's wrong?"

Levi fiddled with his fingers, "I have a bad feeling."

"Is this about what Billy said?" Five asked, his eyes softening as Levi hesitantly nods his head.

"I can't forget. It keeps replaying in my head. I'm scared. What if something happens?"

Five put the pills in his pocket before grabbing onto the boy's shoulders, staring him right in the eyes. "I will protect you, okay? We all will. We'll protect each other."

"But--"

"The fear? Do what I do. Throw away the fear and focus on something you love." Five smiled.

Levi looked down, swallowing harshly, "What do you think about?"

Five chuckled, booping the boy's nose with his finger. "I think about you, El...Hopper. And I hate to admit it but....the party."

"Six?" Levi raised a brow, a quirk in his lip as he saw Six's head snap up from behind Five.

Five scrunched his nose confused that Levi said his name, his happy face wavering slightly. "U-uh, yeah."

"Dustin?!"

Levi snapped his head towards the isle Mike's in as he heard Mike's shout. Five and he shared a look before running to the isle seeing Mike on the walkie talkie.

"Is Levi there? Wait, nevermind, look. I know I've been MIA and I'm sorry, it's not because I'm mad. It's because I was--"

Levi crouched down looking at Mike with a scared expression when Dustin's voice began breaking up.

"Dustin, you're going way too fast. We can't understand you."

"And now their....using....to open the gate."

"Dustin, you're-- you're breaking up. Dustin? Dustin!"

Twelve snatched the radio from the boy, tears feeling his eyes in panic. "Dusty!? DUSTY!?"

All they received was static coming from the radio, Mike and El watched sadly as Twelve let out a sob and Five hugged the boy into his chest.

"What is it?" Nancy and Jonathan turned around the corner, looking at the group in concern when they notice Mike's frantic eyes and Levi's cries.

•••

Eleven sat in front of the glass doors of the frozen foods, all the doors were open and her eyes were covered by Five's tie.

Everyone was standing in silence, waiting for El as she concentrated. Everyone listened to Mike and Lucas argue over the new coke, everyone but Levi.

Levi was worried about Dustin. He did what Five told him, 'throw away the fear and focus on something you love' but how was he supposed to get rid of the fear that somethings wrong with Dustin when the something he loves is Dustin and it keeps circling back to, what if he gets hurt? What if Twelve can't protect Dustin? What if what Billy said was true?

It made Levi's head pound just thinking about it.

The boy snapped out of his thoughts when everyone started walking towards the exit. He hurriedly followed, walking by the shopping cart full of fireworks that Lucas was strolling.

"The movies? Dustin's so freaked out about the gate, he decides to go watch a movie? Yeah, it makes total sense." Lucas scoffed.

"Are you sure he said gate and not great?" Max questioned.

"Yeah, like, This movie I'm watching is great."

"Sounded like gate," El stated, limping with Mike holding her close.

"That would explain why the mind flayer's still alive," Mike said, helping El through the door.

"We just have to shut it again." Nancy sighed.

"Then the monster dies."

"But if not, we always have Lucas' fireworks." Max smiled sarcastically.

"Keep mocking my plan, Max. Keep mocking it. You keep doubting me!"

•••

The group all peaked around the car, seeing guards surrounding the entrances and exits of the mall, guns in hand and glares on their faces.

Eleven and Twelve glances at one another, nodding before glaring at the guards outside, sighing when all the guards dropped to the ground, blood coming from their eyes, nose, and ears.

They all went through the back entrance, going to the second floor, over the food court, stopping when they heard people talking in Russian.

Levi's breath hitched as he saw a familiar hat, moving around on the first floor, hiding behind a counter.

Apparently one of the guards saw this too, aiming his gun at the counter, nodding at his Russian friends towards the area he saw movement.

Eleven acted fast, using her powers to trigger the alarm of the model car on the first floor, making all the guards in black quickly turn looking at the car in confusion as they saw it bouncing by itself.

Eleven used her powers to pick the car up and slam it into the bodies of the guards, killing them at the impact, letting the red car crash on its side against one of the restaurant counters.

Twelve smiled widely connecting eyes with Dustin who, with Steve, Erica, and an unknown girl all slowly peaked over the counter looking at the scene with wide eyes.

Levi along with the others hurried down to the first floor, smiling at the new group.

"You flung that thing like a Hot Wheel!" Dustin exclaimed, smiling widely as him and his group walk up to the others.

Twelve giggled, running up to the boy and hugging him tightly, "Dusty!"

"What are you doing here?!" Lucas' voice made Levi take a step back to see Lucas looking down at his little sister, Erica, who looked equally confused.

Levi grinned as he saw Steve, hurriedly jumping into the mans awaiting arms.

"Buddy! How you doin?!" Steve exclaimed, spinning them around before setting the boy back on his feet, smiling at the boy softly.

"I don't understand what happened to that car." The girl next to him said.

"These three have superpowers," Dustin stated, gesturing to Five, El, and Levi, who all just smile at the freckled girl.

"I'm sorry?"

"I'm sorry, who are you?" Nancy