39. Billy's Mind

Karmen woke up with a startled gasp, images of the Mindflayer flashing through her mind. She could hear him again, screaming in her head. It was saying awful things to her, wanting her to do things that made her feel sick. She gripped the metal that was still touching her hand, feeling the electric pulse burn against her palm, as the Mindflayer's voice faded. Turning her head slowly she realised that she was in Billy's car, the boy in question driving next to her.

"Billy…" Karmen trailed off, as she pushed herself upright from where she had been slouched against the window.

"Why are you doing this, Karmen? Why are you fighting against us?" Billy queried, his eyes not leaving the road in front of them.

"Because it took our memories, Billy. It hurts us-" Karmen was cut off, as Billy slammed his hand on the steering wheel.

"We're a part of it. We're all connected. I thought you understood that" Billy argued.

"That's because you can't see clearly. If you could just think for yourself for just a second…I can help you" Karmen exclaimed, as she reached her hand out to touch him.

Just as her fingers were inches away from his shoulder, his hand shot out to grab her wrist roughly. He turned to her with a manic look in his eyes, which were almost completely black from the veins pulsing there. Is that what she looked like?

"Don't" Billy warned her, shoving her hand away from him.

"Where are you taking me?" Karmen gulped.

"To him. He'll bring you back to us" Billy stated, as Karmen's eyes widened.

"No! No, you can't do this. Please, Billy. I don't want to be like…" Karmen trailed off, not sure how to finish that sentence.

"Me?" Billy suggested, gritting his teeth.

"But this isn't you! I know you. The real you. You're better than this" Karmen went on, making Billy scoff.

"You want to know what I do remember? You choosing Steve over me…every time. And now you want to run off back to him again" Billy pointed out, his hands gripping the steering wheel tightly.

"...Wait, you remember things?" Karmen frowned, wondering if Billy's memories were coming back to him, but got no reply from the boy.

"I want you to come with me. We can figure this out. Together" Karmen insisted, as Billy shook his head.

"It's too late" He mumbled.

"I've been remembering some things too. And you were right. What you said at the pool…I…I do love you. Not the way you might want me to…but I'm not gonna' leave you" Karmen explained, but she could see from his reaction, that he couldn't remember what had happened.

"Karmen, don't" Billy exclaimed, refusing to look at her.

"I won't fight you, Billy. If that means losing myself for good this time…then so be it" Karmen replied.

"I'm sorry" Billy murmured, turning to her with watery eyes.

"I know" Karmen nodded.

If their situation was reversed, there was no doubt in her mind that Billy would fight for her until his last breath. He was her best friend. Maybe together they could find a way to save each other. Her head snapped to the side when the car doors were suddenly unlocked and she saw in her peripheral vision Billy unclip her seatbelt. She opened her mouth to speak, realising what Billy was planning but he was too fast. With a hard shove, Billy pushed her out of the car, the Mindflayer's influence giving him enough strength to almost break the car door off its hinges. Karmen rolled over a few times, as she hit the hard tarmac beneath her.

"No!" She cried as she looked up to see Billy's car driving away.

"Billy…" She sobbed, pushing herself up onto her elbows.

He saved her. He had fought against the Mindflayer, even with almost no memories left, he still wanted to save her. Billy was still in there.

Karmen stumbled forward, seeing Hopper's cabin not far away now. She hoped the group had gone back there, as she was sure she wouldn't be able to make it back into town. Her arm was bloody from where she had fallen onto the road, and she felt so cold her whole body shivered. She felt like she was dying. Maybe that was a good thing, she thought to herself. Since she had been able to banish the Mindflayer from her mind, her memories had slowly been returning. Not many, but enough to make her want to die from guilt when she remembered what she had done recently.

"Karmen?!" A voice called out, as her head snapped up.

"Steve" She smiled lightly, as she saw him running towards her.

By the time he got to her she was all but ready to fall onto her knees, but he caught her. Steve wrapped his arms around her, pulling her close to his chest, not caring how dangerous it could be.

"I thought…are you okay?" Steve questioned, rubbing small circles against her back.

Not knowing how to reply, Karmen simply nodded against his chest, not trusting herself to speak. Steve pulled her arm over his shoulder and slowly led her towards Hopper's cabin, where she saw everyone was waiting outside. She saw how Jonathan and Nancy look at her suspiciously, as Karmen figured the group must have told them what she had done.

"How did you get free?" Nancy inquired, as Steve pushed the cabin door open and helped her towards the couch.

"Billy let me go" Karmen confessed, flopping down on the couch, feeling exhausted.

"Just like that?" Nancy questioned, raising an eyebrow.

"He's still in there. He's somehow been able to hold onto some of his memories. He saved me. Billy's still fighting against the Mindflayer" Karmen informed them, seeing as Max's face lit up.

"I knew it" Max mumbled, with a small smile.

"We've been trying to find the flayed. Well, El has. But she can't seem to find them anywhere. Do you know where they are?" Steve asked, as Karmen shook her head.

"The Mindflayer's hiding things from me. Everything but Billy" Karmen confessed, making Steve frown.

"Why not Billy?" Steve inquired.

"I don't know…" Karmen trailed off, a worried look on her face.

"We need to find the Mindflayer. There's no point in stopping the flayed, they'll just keep coming if we don't kill the source" Nancy advised, as Karmen couldn't help but laugh.

"Kill the Mindflayer? You can't. No one can" Karmen shook her head.

"Maybe not us. We all saw what you did at the hospital. You destroyed the flayed" Steve insisted.

"That was only two flayed. And I passed out. He's too powerful. It can't be done" Karmen told them.

"We're not going to give up. And neither should you" Will retorted, as Karmen sighed.

"You've seen the source…you can tell us where to find him" Nancy stated.

"No" Karmen answered, as Nancy looked at her angrily.

"What do you mean no?" Mike gaped.

"I would just be signing your death warrant by telling you where the Mindflayer is. He'll kill all of you" Karmen announced.

"El can beat him. She's not afraid like you are" Mike exclaimed, making Karmen scoff.

"She's terrified, Mike! And she should be. You all need to get as far away from Hawkins as possible" Karmen warned them.

"What about you?" Steve frowned, noticing how she said 'we' and not 'us'.

"Look at me, Steve. I'm not exactly going to get far" Karmen sighed, as Steve took a real look at his girlfriend.

The sleeve of the plaid shirt she was wearing had been torn off, revealing the bloody skin underneath, and the dark veins that now reached her hand all the way down to her fingertips. Her breathing was shaky, and she was sweating profusely. The Mindflayer was killing her.

"Billy's seen the source. You said he's still in there. He'll tell us" Eleven suggested, surprising Karmen.

"You won't be able to get close enough to him" Karmen stated.

"I don't need to. I can go into the Upside Down and find a way into his head" Eleven replied.

"What? That's crazy, El! It's too dangerous" Mike insisted.

"…Billy's still hanging on in his mind. If you get in there…you could bring him to the forefront? Push the Mindflayer out?" Karmen suggested, as Eleven reluctantly nodded.

"Just hold on a minute. If you go into his mind couldn't you…get trapped there?" Steve worried.

"He can't hurt me. Not in there" Eleven insisted, but no one felt convinced.

"El, please don't do this. I…I can't lose you again" Mike told her, a frightened look on his face.

"You won't" Eleven promised, before leaning forward and pressing a soft kiss against his lips.

"Gross" Karmen mumbled, from where she was sitting on the couch.

An hour later and Eleven had everything set up, ready to dive back into the Upside Down. The tension in the room was so thick you could cut it with a knife. Everyone was terrified that El wouldn't be able to find her way back.

"Why are you doing this?" Karmen asked, as she came to kneel on the floor beside Eleven.

"I want to help you. And you want to help Billy" Eleven answered.

"I've tried to kill you…twice now. You should hate me" Karmen told her.

"I could never hate you. You were my first friend" Eleven frowned, as Karmen look away uncomfortably.

"I want to go with you. Into Billy's mind. Can you do that?" Karmen inquired, as Eleven mulled this over for a moment.

"I've never tried it before. Maybe. You are connected to the Upside Down…" Eleven trailed off, an unsure look on her face.

"You don't know whether to trust me. That's smart. You shouldn't" Karmen sighed.

"…I remembered something. When you offered to go into the Upside Down. You were in the school, in a kiddie pool. You were trying to find Will and I was…so scared. I couldn't bear the thought of losing you. The whole time I wanted to jump into the water and pull you out…tell you it that it wasn't worth it. You were so brave…" Karmen trailed off, the memory clear in her mind.

"You were the one who brought me back when I got stuck in the Upside Down. Maybe you can do it again" Eleven smiled, hopefully.

"Brimborn Steelworks" Karmen mumbled, as Eleven frowned at her in confusion.

"That's where the Mindflayer is" Karmen added, as Eleven's frown deepened.

"Why tell me?" Eleven questioned.

"So, you don't have to do this. I remember how much I cared about you, El. I should be protecting you. That's…that's my job" Karmen explained, the words coming out of her mouth before she knew what she was saying.

"I want to do this. For you" Eleven replied, as Karmen gave her a sad look.

"I'm sorry. I'm so sorry for hurting you" Karmen cried, her eyes lowering to the mark on Eleven's neck.

Before she could say anything else, Eleven had pulled her into a hug, her arms wrapping around Karmen's shoulders tightly. Karmen still wasn't back to her old self, and maybe she never would be, but feeling her big sister's arms around her, Eleven felt hopeful for the first time in days.

Karmen looked apprehensive as she cautiously tied a blindfold around her head, not liking the fact that she wouldn't be able to see. For some reason, she felt like it made her more vulnerable against the Mindflayer. She gripped the metal she still held in her hand tightly, as she felt someone touch her shoulder lightly. She didn't need to see to know who it was. She placed her other hand over Steve's, not sure who was trying to reassure who.

"I know this might not mean much to you right now, Karmen But...I love you. Make sure you come back to me, okay?" Steve whispered in her ear.

"I will. Promise" Karmen replied, squeezing his hand.

"Are you sure about this, El?" Steve inquired, as Karmen heard shuffling next to her.

"We have to try" Eleven replied, as she held her hand out.

Steve took Karmen's hand and placed it over El's, as the pair intertwined their fingers. Karmen tried to slow down her breathing and listen only to the static like Eleven had told her. She felt a cold breeze around her and opened her eyes to see she was surrounded by nothing but darkness.

"It's okay" Eleven told her, seeing how Karmen was freaking out.

Karmen looked to her side to see Eleven was standing beside her, a determined look on her face. Out of her peripheral vision, she could see a figure sitting close by and realised it was Billy. He was sitting on his bed, staring off into the distance.

"Billy?" Karmen called out, wanting to rush forward, but Eleven held her back.

"He…he looks like you did. When you were trapped in your mind. Like you were turned off" Eleven stated, biting her lip nervously.

Cautiously the two girls came to stand in front of the teenager, who made no sign of sensing their presence. Karmen slowly reached down to pick up Billy's hand in her own, finding it was completely limp. Eleven did the same to his other hand, getting a sinking feeling in her stomach.

"Billy? Can you hear me?" Eleven questioned but got no response.

"Billy, it's me. I want to help you. You need to let us in" Karmen pleaded, as the boy looked up at her with tears in his eyes.

Karmen had never seen him look so vulnerable, it was breaking her heart. Suddenly, Billy lunged forward and grabbed both girl's arms roughly. Eleven instantly panicked, the memories of Billy attacking her clear in her mind.

"Stop! Let go!" Eleven cried, as she tried to pull against him.

"Wait, El…" Karmen trailed off, seeing how Billy's grip on her only got tighter.

"No, no!" Eleven screamed, as Billy let go of both their arms, sending them flying backwards.

It felt like they were falling backwards for years, as they both saw flashes of the Mindflayer whiz past them. Eleven let out a silent scream, as she could practically feel the Mindflayer screaming all around them. With a cry, they finally fell onto their back but found that instead of the blackness that had been there seconds ago, they were now on a beach. Karmen flailed around for a moment, as a large wave crashed into them. Eleven was the first to push herself upright, scanning their surroundings. As she held out a hand to pull Karmen up with her, they heard a voice boom all around them.

"El, are you okay? Are you okay?" Mike questioned; concern clear in his voice.

"…I'm okay" Eleven replied shakily.

"What's going on?" Mike asked.

"I'm on a beach" Eleven informed them, not letting go of Karmen's hand.

"Okay, I may be dense, but last I checked there were no beaches in Hawkins" Lucas pointed out.

"I think…I think we did it. We're in Billy's head" Karmen suggested, hearing seagulls squawk nearby.

"What else do you see?" Max inquired.

Karmen's eyes widened as she saw the blurry outline of a blonde woman, a little further up the beach. She looked strangely familiar. Like Karmen had seen her in a picture before.

"A woman. She's…pretty" Eleven smiled, as they cautiously approached her.

"I think she's looking at us" Eleven frowned, when she saw the blonde waving and grinning at them.

Karmen's jaw dropped open as she saw a small boy rush towards the woman, instantly realising why she recognised the pair. Her hand flew to her mouth, as Eleven looked at her in confusion.

"It's Billy. It's Billy and his mum" Karmen announced, watching the small boy run-up to his mother and receive a kiss on the forehead.

"Did you see that? It was like seven feet!" Billy exclaimed, excitedly.

Karmen had never seen Billy look so happy, so carefree. It was the complete opposite from the Billy she knew lately.

"I don't know what it was, but it almost gave me a heart attack" His mother giggled.

"Ten more minutes?" Billy pleaded, as his mother looked away with an unsure expression.

"…Yeah, okay. Ten more minutes. But any more than that and dad's going to be mad, okay?" His mother pointed out, as Karmen grimaced at the comment.

"Okay!" Billy grinned, as he grabbed his surfboard and ran back into the water.

"It's California. It's a memory" Max announced, shaking Karmen out of the trance she had been in.

"I…I think I see where he might be trapped…" Eleven trailed off, seeing dark clouds mounting in the distance.

"You ready?" Karmen asked, looking down at the younger girl, who nodded.

Before they got very far, they noticed familiar large dust particles floating around them, causing it to get harder to breathe.

"It must be from the Upside Down" Eleven suggested, holding her hand up as a piece fell into her palm.

"I'm not so sure. I think…I think it might be his memories. Breaking apart" Karmen offered, as Eleven's eyes widened.

"It's destroying them" Eleven gulped, watching as the dust in her hand disappeared.

"Hey! Billy stop!" A gruff voice announced, making Karmen's head snap up.

Her hands balled into fists as she instantly recognised the man in front of her as Neil, Billy's abusive father. She watched as the older man grabbed his son roughly, complaining about a baseball match by the sound of it.

"What?! Did I raise a pussy for a son?" Neil accused, as Billy pulled away from his father's grip.

"Leave me alone!" Billy cried, rushing away.

"Hey! That's right, run like you always do!" Neil shouted, as Karmen and Eleven ran to keep up with the younger boy.

Eleven gave Neil's memory a disgusted look as they ran past him, as she clearly didn't seem to know what he was like. Unfortunately, Karmen knew all too well. It got harder for them to follow Billy, as the air began to swirl around them, the wind pushing them back.

"Where were you last night? Where were you?!" They heard Neil's voice again through the storm around them.

"I told you. I was with Wendy" Billy's mother replied, as they saw the adults a few metres in front of them.

"Stop lying to me! You saw him again, didn't you?" Neil growled, grabbing her wrist.

"Get away from me! I said get away!" Billy's mother cried, as she picked up a nearby plate and threw it at her husband.

"You…you whore! Bitch!" Neil yelled, taking a step forward.

"No! Don't hurt her!" Billy exclaimed, rushing forward and trying to push his father back.

However, Billy was only a child and was easily thrown out of the way, as he landed on his back with a painful cry.

"You bastard!" Billy's mother accused, as Neil lunged forward and slapped her so hard her head slammed into the nearby kitchen table.

Another memory quickly swirled around them as they saw a young Billy sitting beside his bed, a phone in his hand, and a miserable look on his face.

"I don't understand. Why not? Please mum, don't do this. Please come home. No. How long? How long?!...I miss you" Billy sobbed, as Karmen looked away from the painful scene.

"Who the hell are you…get off the damn phone! Right now!" Neil's angry voice boomed around them, as Karmen reluctantly looked back.

She soon wished she hadn't as she watched Billy's father grab the phone and slam it into a nearby wall. He then picked his son up by his hair, whispering words about how his mother didn't love him, how she would never be coming back. He then threw Billy himself against the wall, as Karmen took a step forward, desperate to help him. But what could she do? It was only a memory.

"Get back here! Get up and fight me!" Billy's voice growled from behind them.

They turned to see Billy, maybe a year or so older, punching a boy who he was pinning to the ground. Eleven's face fell as the pieces of the puzzle that was Billy's life seemed to come together for her.

"Oh Billy…" Karmen trailed off, as he continued to yell at the boy.

"Get up and fight me, pussy! Pussy!" Billy exclaimed as the scene around them disappeared in the wind.

"Billy, come over here. I want you to meet someone" Neil's voice announced, as Karmen placed her hand in front of her eyes to keep the swirling dust out of her vision.

"This is your new sister. Her name's Maxine" Neil informed him, as Billy crossed his arms.

"Max" The young ginger girl corrected, as Billy seemed unimpressed.

"Shake her hand" Neil ordered his son, who seemed reluctant to do so.

"I said shake her hand!" Neil insisted, storming over to Billy and grabbing his wrist.

By now the wind around them was making it almost impossible to see, forcing the girls forward, into the eye of the storm. Karmen rubbed her eyes, feeling the dust collecting in her lashes.

"You should take a picture, it would last longer" A familiar voice announced, causing Karmen's eyes to snap open.

"It's…you" Eleven realised, seeing Karmen in her Halloween costume, as Billy approached her.

"Can't a guy look at a pretty girl?" Billy smirked, as he came to stand in front of Karmen.

"Does that line work on most girls?" Karmen scoffed, taking a sip of her drink.

"You tell me" Billy replied, a mischievous glint in his eyes.

"I'm Karmen" She replied, holding out her hand.

"I know" Billy said, with his trademark grin, as he took Karmen's hand in his own and pulled her closer to him.

Karmen let out a drunken giggle, as she leaned against him, only making him grin more.

"I've been trying to figure out who your boyfriend is. The dead boy's brother or Ex-King Harrington?" Billy questioned, as Karmen scoffed.

"Try neither. I've had enough of boys" Karmen grumbled.

"Luckily for you…I'm all man" Billy smirked, as Karmen burst out laughing.

"Oh my God…'I'm all man'? That's so bad" Karmen giggled uncontrollably.

"Alright how about this…" Billy trailed off, as he grabbed Karmen's waist and spun them around so that he was holding her only a few inches from the floor.

"Did it hurt?" Billy asked, as Karmen's eyes widened.

"Don't say it" She replied, as Billy grinned.

"Did it hurt when you fell from heaven?" Billy teased, as Karmen laughed once again, with Billy joining in.

Billy pulled her back up, as Karmen almost fell against his chest, their faces now only inches from each other. Her laughter quickly died down, and before Billy could say anything else, she leaned forward and pressed her lips against his. Billy smirked into the kiss as he brought her closer to him, one of his hands tangling into Karmen's hair.

"Anyways, that's enough of that" Karmen announced, turning away from the memory much to Eleven's amusement.

"That was the first time you met?" Eleven asked, as Karmen nodded.

"He seemed…so different" Eleven stated, surprised by the joking and happy Billy she had just seen.

"He only let people see one side of him usually. The bad side" Karmen sighed.

"Missing me already?" They heard Billy question from their left, as the girls whipped their heads around.

"You wish. El cancelled on a mall trip" Karmen replied.

"You don't expect me to go to the mall with you, do you?" Billy grimaced.

"Of course, I do. And I thought after that we could braid each other's hair" Karmen teased, as Billy rolled his eyes.

"I'm guessing Harrington was busy today?" Billy suggested, not being able to hide the jealousy in his voice.

"Maybe I just fancied hanging out with my favourite egotistical tank top wearer?" Karmen shrugged, as Billy chuckled.

"Egotistical? That's a big word, Karmen. Do you need to sit down?" Billy mocked, as Karmen nudged him with her shoulder.

"You brought out the best in him" Eleven mumbled from beside the real Karmen.

"He only needed someone to care. That's all he wanted" Karmen sighed, sadly.

"You know I think Harrington's rubbing off on you. That's gotta be the sappiest thing you've ever said" A familiar voice announced from behind them.

"Billy?" Karmen frowned, turning to see him staring at the pair.

"Hey Karmen" Billy grinned.

Author's Notes: I hope you all enjoyed this chapter! We've got a big battle coming up next chapter, will they be able to save Billy? And even if they do will that be enough to change his fate? Please leave a review:)

NicoleR85: Aw, thank you! I hope you liked this update. It looks like Billy is still trying to hang on in there.

Min234: Thank you so much:) Poor Karmen I think has started to realise how she's been acting recently, and it's killing her. Will everyone be okay in the end? Uh, I'll have to get back to you on that one, haha.

Angryfanfic: Thank you, I hope you liked this chapter!

tazsgirl6969: Thanks for the review:)