41. If It's The Last Thing I Do

"Alright...who's first?" Karmen announced, her eyes darting to the flayed scattered around the room.

Instantly, two flayed men came rushing towards Karmen, who sent two pulses of energy their way, throwing the pair onto their back. Another flayed man quickly came out of the smoke, holding a crowbar, as Karmen ducked from the attack just in time, kicking him in the back of the leg. As he fell to his knees, she elbowed him in the face, grabbing the crowbar from his hands.

"Steve, get them out of here!" Karmen ordered, pointing over to the hostages still on the floor.

He instantly got to work with untying their hands, helping the injured civilians to their feet. He frowned when he looked down the line and saw Billy's father and Max's mother were no longer there and surveyed the room.

"Look out!" He cried when he saw one of the flayed trying to sneak up on Karmen.

She quickly whipped her head around, hitting the attacker in the face with the crowbar she had gripped in her hand. Steve grimaced as the person fell to the floor, blood dripping from their face. The flayed were throwing themselves to their deaths and they didn't seem to care.

"What's happening, Steve?" Mrs Henderson sobbed as Steve began untying her hands.

"It's a very long, very complicated story" Steve muttered, as he helped her to her feet.

"Where's Dusty?" Mrs Henderson questioned, realising that she hadn't seen her son.

"He's okay. C'mon, we need to get you out of here" Steve insisted, as Max and Will rushed over to help take her out.

"Shit" Karmen mumbled as she saw a group of flayed approaching her, murderous looks in their eyes.

Instantly, she began to grow a blue pulsing orb on her palm and hoped she would be quick enough. She backed up a few steps as the possessed group started charging towards her, showing no sign of stopping.

"Hey!" Steve called out, from where he had snuck up beside the group.

They turned to him in confusion as he held up a large bottle of hairspray, as Karmen realised what his plan was. In the next second, Steve raised his other hand flipping his lighter open and pressing down on the aerosol can. The air in front of him quickly ignited, as he surged forward, engulfing two of the flayed in the flames, as they screamed in pain. This gave Karmen enough time to charge up the energy on her palm, as she sent a large blue orb flying into the rest of the group. It was a direct hit and left numerous bodies scorched on the floor. Steve's hairspray bottle ran out quickly afterwards, as the two flayed he had burnt fell to the floor. However, they still wouldn't stop despite the burns all over their bodies. Karmen marched forward, hitting the nearest flayed with the crowbar, as it tried to claw at Steve's feet. She sent the crowbar down, hard, into the other flayed's back, as he let out a cry and flopped to the floor.

"Holy shit..." Steve mumbled, raising an eyebrow at his girlfriend.

"You fought them off with hairspray? I bloody love you" Karmen chuckled, as Steve approached her with a grin.

His smile quickly faded as he spotted Billy still unconscious, flopped against the wall, and for a moment, he thought the teenager could have been dead. Karmen's eyes followed his, as she rushed forward to crouch down beside the blond, patting his cheek lightly.

"Billy? Hey, wake up" Karmen insisted, moving to shake his shoulders.

"Is he okay?" Karmen heard Max ask from behind her, having silently come back into the house.

"He's alive" Karmen answered, feeling the weak pulse on his neck.

"C'mon, we need to get him out of here" Steve announced, as he leaned down to pull Billy's arm over his shoulder.

Karmen followed this motion, and together they helped pull the unconscious boy upright. Karmen averted her gaze from the bodies around their feet as they walked towards the door. They were flayed, they weren't themselves anymore. There was nothing she could have done for them, Karmen insisted to herself.

"Max?" Karmen frowned, turning around when she saw Max wasn't following them.

"Mom?!" Max called out, as she saw a figure appearing through the smoke a few metres away.

She couldn't keep the disappointment off her face as she saw it was Billy's father. Karmen's frown deepened, as she watched him stumbling towards them, blood dripping from his shirt. Something had attacked him. The older man suddenly fell to his knees, holding a hand outstretched in front of him. Karmen could feel Billy stir against her, as if he could sense his father's presence. Giving Steve a quick look, she pulled herself away from Billy's and began to make her way over to his father. Billy's father was a piece of shit, but she wasn't going to leave him there. She had just walked past Max when she saw Neil begin to shake his head, fear clear in his eyes.

"R-run…run!" Neil cried as something stepped out of the smoke behind him.

Everything happened so fast. Karmen's eyes widened as she saw Max's mother stand behind her husband, a sharp knife in her hands. Bloody hands. Karmen's eyes snapped back up to Susan's neck, and the large gaping wound that was dripping with blood. One of the flayed had bit her. Karmen's eyes trailed upward to the sinister smile that grew on the woman's face, as she realised what she was going to do.

"Wait!" Karmen screamed as Susan placed the knife against Neil's throat.

Karmen looked away as in one quick motion, Susan cut his neck, the smile still plastered on her face. Karmen slowly looked back up to see Neil's body dropping to the floor with a thud, as blood pooled from underneath him. Karmen whipped her head around as she heard a cry from behind her and found that Billy had woken up. He was pushing against Steve, desperately trying to get to his father.

"Billy, don't…" Karmen trailed off, as Billy shoved Steve away violently, as he dropped to his knees.

"It's too late…it's too late" Karmen shook her head, as she crouched down beside him, grabbing onto his arms.

"He's my dad! Let me go!" Billy exclaimed, pushing her out of his way.

Karmen felt a tear drop down her cheek as he crawled towards his father's bloody body. Karmen looked around in a panic as she realised that Susan was nowhere to be seen. She must have made her exit while their attention was on Billy.

"Dad?" Billy sobbed as he reached out for his father, pulling his head onto his lap.

"Dad?!" Billy insisted, shaking him lightly.

It was no use. Neil Hargrove was already dead, his eyes closed and his chest no longer rising. Billy hugged his blood-soaked corpse close to his chest, as Karmen had to look away. Her gaze turned to Max who was still frozen in place, seemingly in shock. Her eyes were filled with unshed tears, as Steve approached her, placing his hand on her shoulder, making her jump

"Max…we have to go" Steve told her, ushering her towards the door.

Karmen stepped forward and kneeled beside Billy, who was rocking back and forth slowly. She opened her mouth to speak, but what could she say? Billy's dad had been awful, but he was the only family he had left. And he had just been butchered in front of him. Karmen reached out to wrap her arm over his shoulder, knowing no words could help. After a couple of minutes, Billy's grip began to lessen on his father's body, as he turned to her with red-rimmed eyes. She quickly wrapped her arms around him, pulling his shaking form close to her. Billy cried against her neck, not seeming able to stop, as she just held him.

She looked behind him with wide eyes, as Neil's body began to practically melt into the floor. It was turning into the thing that had attacked Eleven in the hospital, she realised. She saw another body a metre away had begun to do the same thing, as the fleshy chunks of flesh slid towards Neil's body. Billy seemed to hear this and tried to turn around, but Karmen only held him tighter.

"Don't look" Karmen told him, gripping the back of his head.

She didn't want him to see what's his father's body was becoming, as it merged with the other corpse. Soon enough she knew it would become the same fleshy creature that could rip them all apart limb from limb. She strained to pull Billy to his feet, as he was still incredibly weak.

"Don't look back. C'mon" Karmen exclaimed, as she started edging him towards the door.

"It killed him…it killed him because of me" Billy cried; guilt clear in his voice.

"We'll stop him. I swear to God if it's the last thing that I do…I'm going to kill that thing" Karmen promised him.

Steve watched as Karmen and Billy practically fell out of the house, falling to their knees, as they cried out in pain. Steve and Max were by their sides in an instant, as Karmen clutched at her head, clearly in agony.

"Karmen, what's wrong?" Steve questioned, touching her shoulder.

"It's the Mindflayer…it's using the bodies…it's using us…" Karmen panted, as Billy fell onto his side, clutching his chest.

Steve watched in horror as he saw the black veins that covered their bodies, spread further and pulsed painfully under their skin. Karmen moaned in agony, as it felt like her body was getting pulled apart.

"Billy? Billy, you're gonna' be okay" Max insisted, as she pulled her stepbrother closer.

"I…I can feel him. He's getting stronger" Will gulped, his hand flying to the back of his neck.

"What do you mean-" Steve was cut off as Billy's house suddenly caved in on itself.

His eyes widened as he watched a large fleshy creature pushing through the rubble, it's tentacle-like limbs hurling rocks left right and centre. The monster let out a blood-curdling roar, showing it's large jagged teeth. Steve quickly tried to cover Karmen's body with his own, as he scrunched his eyes shut. It was going to kill them all and there was nothing he could do. A moment later, he felt Karmen stop shaking underneath him, as he slowly opened his eyes. He frowned as he saw the Mindflayer marching away from them, not sparing them another glance.

"Why didn't it attack?" Steve inquired.

"It's going after Eleven" Karmen realised, fear clear in her voice.

It took some convincing, but reluctantly Mrs Henderson had agreed to stay in the town and help get the injured to the hospital. With help from the others, Karmen and Billy were all but dragged back into the forest. Every step was torture, but they couldn't stop. Not when Eleven was in danger. They arrived back at Hopper's cabin just in time to see the Mindflayer bursting through the roof, it's head poking through the large gap it had made. Karmen felt a shiver go down her spine as she heard a familiar scream from inside. El. Karmen was sprinting towards the building before anyone could stop her, as she burst through the front door. She was frozen to the spot for a moment, as she saw the Mindflayer's fleshy tongue had latched itself around Eleven's ankle and was pulling her closer to its razor-sharp teeth. The others were trying to hold onto her arms, but it was clear it was a losing battle.

"Get away from my sister!" Karmen yelled, throwing her arms out.

Instantly a bright blue orb crashed directly into the Mindflayer, as it stumbled backwards. Karmen looked down at her hands, shocked that she had been able to create such an attack so quickly. The Mindflayer may have been growing stronger, but it seemed like her powers were too. With an angry cry, she sent an energy pulse flying through the air, as it cut the Mindflayer's tongue in half, taking half of its head off with it. Eleven dropped to the ground, falling on top of Mike, who's body broke her fall. She looked up at Karmen with a relieved smile.

"Karmen!" Eleven screeched, her eyes snapping to something behind her.

Before Karmen could even turn around, something had slammed into her, pushing her to the ground. She was then violently flipped onto her back, as hands wrapped around her throat. Karmen's eyes widened as they connected with her attacker, recognising him instantly. It was the man that she had attacked after she had run away from the warehouse. The man she had bit. The man she had flayed.

"You did this to me! You did this!" He spat out, slamming her head against the floor.

Black spots obscured Karmen's vision, as she began to lose consciousness, gasping for breath as she scratched at the man's hands. He wouldn't stop. She had seen the murderous look in his eyes. The Mindflayer may have been controlling him, but the man wanted her dead. Suddenly the grip on her neck loosened, and her vision slowly returned. She could see blood dripping down the man's face, as he jerked strangely. Karmen looked behind him to see Steve looming over them, a familiar weapon in his hands. Karmen grimaced as Steve pulled his spiked bat away, her attacker flopping down on top of her, blood pouring from his head where Karmen realised Steve had hit him. With a groan, Karmen pushed the corpse away from her, her heart still pumping madly. Steve dropped to his knees beside her, looking down at his hands.

"You saved me" Karmen told him, placing her hand over his shaking ones.

"I killed him" Steve muttered, as Karmen squeezed his hand.

"And you saved me" Karmen insisted, as a tear dropped down Steve's cheek.

Before she could say anything else, arms were suddenly wrapping around her, pulling her upright into a hug. Karmen smiled as she hugged them back, dropping her head against their shoulder.

"El?" Karmen questioned, as the girl only hugged her tighter.

"Choking…not breathing…" Karmen panted, as Eleven quickly got the message.

"Sorry!" Eleven exclaimed, with a small smile.

"You okay?" Karmen asked, looking down at the young girl's ankle, as she nodded.

"What happened?" Eleven questioned, her eyes snapping up to Billy, who was being held up by Max and Will.

"We were too late" Max mumbled, with tears in her eyes.

"Guys, we need to go. Now" Mike announced, as they could hear the Mindflayer growling from outside, beginning to repair itself already.

While driving back into town, they decided to break into a store to find something to help patch up the injured members of their party. While Karmen wanted to help with bandaging Eleven's ankle, Steve insisted that she allowed him to survey her injuries first. That was how she found herself in the dirty staff toilets with her shirt off, as Steve tried to clean some of the blood away from her skin. Cuts and bruises covered most of her chest, too many to even count.

"Shit…" Karmen trailed off, as Steve looked up at her.

"What?" Steve asked, with worry in his eyes.

"I think I'll have to miss bikini season this year" Karmen joked, making Steve chuckle.

"No way. You're still the most beautiful girl in Hawkins" Steve replied, touching her cheek lightly.

Karmen smiled brightly, as she leaned forward to press their foreheads together. They had almost lost each other so many times after the last couple of days. She needed to take a moment to just breathe and recognise that he was still with her.

"Thank you" Steve mumbled, as he pressed a soft kiss to her forehead.

"For what?" Karmen frowned.

"For holding on for me" Steve stated, as Karmen leaned up to press a chaste kiss to his lips.

She flinched slightly, as he touched the other side of her face, the wound on her neck only inches away. Steve's eyes snapped up to hers, as he touched the edge of the dressing, watching as she nodded to him to remove it. Slowly, Steve pulled the bloody bandage away from her neck, trying to keep his face as impassive as possible. The wound was completely black, looking almost necrotic. The black veins that laid there were so big that they were almost breaking through her skin. He let his eyes follow them down her chest, as they congregated just above where her heart was.

"How bad is it?" Karmen couldn't help but ask.

"I've seen worse" Steve shrugged, as he leant down to open a new dressing.

"I think you need to tell your face that" Karmen teased, as she had seen how his forehead wrinkled when he looked at the wound.

"Smartass" Steve muttered, placing the dressing against her skin.

"Would you like me any other way?" Karmen smirked, as he taped the dressing down.

"Nope" Steve grinned, as he passed her shirt back to her.

Karmen had just finished sliding the shirt over her body when there was a knock at the door. Steve quickly opened the door to reveal Max, with Billy's arm still slung over her shoulder. The boy looked even worse than Karmen did.

"Billy needs patching up too" Max announced.

"Sure" Karmen nodded, as Steve wrapped his arms around her waist and helped her slide off the basin.

"Are you okay?" Billy questioned, seeing how Karmen grimaced in pain when she moved.

"Yeah…it's just a scratch, right?" Karmen replied as Billy's lips twitched into a smile.

He pulled his arm away from Max and stumbled towards the basin, having to hold on to keep himself upright. He looked all but ready to pass out.

"You need some help, man?" Steve suggested, not seeing how Billy could clean himself up when he could barely stand.

"I can handle it" Billy shook his head, reaching out to grab a bandage.

"The thing is…you don't have to" Steve pointed out, as he reached out to grab the bandage first.

"…I'll be with El if you need me," Karmen told them, sending Steve an approving smile.

"You might need a bucket. It sounded like Mike was about to confess his undying love for El when I left" Max informed her.

"Hmm…maybe a gun would be a better option" Karmen teased, making Max giggle lightly, as the pair walked away.

Max's smile quickly faded as she looked at the ground, her eyes drifting to Karmen's shoes. She looked sick as she saw the blood splattered there and realised it wasn't Karmen's blood. It must have been Neil's.

"Hey, it might not be too late. We got Billy back. Maybe we can bring your mum back too?" Karmen suggested.

"I love my mom. I always have but…she's never been the strong one in the family. I doubt she was able to hold on for long" Max mumbled.

"Maybe we could make a deal with the Mindflayer-" Karmen began, but Max cut her off quickly.

"We don't have time. I know that. My mom's not a priority" Max sniffled, her voice thick.

"I'm so sorry, Max. I'm sorry I couldn't save her in time" Karmen sighed, placing her hand on the girl's shoulder.

"Are you gonna' kill her?" Max questioned, looking up at her.

As Karmen opened her mouth to reply, she heard a strange garbling sound from behind her, and turned around with a frown. Her eyes widened as she saw Lucas' walkie talkie flashing and caught the muffled sound of a familiar voice.

"I…code…red…" Dustin's voice stuttered, as Karmen ran to grab the walkie talkie.

"Dustin?!" Karmen cried, holding the device close to her face.

"Karmen?!" Dustin replied, excitement clear in his voice.

"Dustin!" Mike exclaimed, as he ran out of nowhere and grabbed the walkie talkie from her hands.

"Mike!" Dustin cheered, as Max came to stand in between them.

"Dustin!" Max grinned, happy to hear that he was alright.

"Max!" Dustin exclaimed, as Karmen grabbed the walkie talkie back.

"Alright guys, enough" Karmen rolled her eyes.

"You have no idea how good it is to hear your voice, Dustin. Where are you?" Karmen inquired, a moment later, as she heard a pause.

"Uh…well…I'm at the movies…" Dustin stuttered, as Karmen's forehead wrinkled.

"At the mall? What are you…wait, please tell me you didn't…" Karmen trailed off, with a groan.

"It's okay, we only had a little incident with the Russians. Me, Robin and Erica are fine-" Dustin began, but was cut off by Lucas who had come over when he heard all the commotion.

"Did he just say Erica?!" Lucas gaped.

"You are so dead when I get my hands on you, Henderson. I told you not to get involved!" Karmen scolded him.

"I know, I know. What's going on with you guys anyway? Steve said you were in trouble—" Dustin began, but the walkie talkie suddenly cut off mid-sentence.

"Dustin? Dustin, can you hear me?" Karmen exclaimed, worry flashing over her face as she got no reply.

"Looks like we're going to the movies" Karmen announced, looking at the kids.

Meanwhile, Steve had been surveying Billy's wounds, his eyes trailing down his bloody arm, finding where he expected the Mindflayer had bit him. The large veins underneath his skin had burst through the thin layer, as a black substance ran down his arm. The limb looked ready to fall off at any moment.

"This is gonna' hurt" Steve warned him, as he grabbed a wet cloth.

"I'm used to it" Billy muttered, as Steve began to clean the wound.

"I'm sorry…about your dad" Steve told him, watching hurt flash over Billy's face.

"He never loved me. Not in the way a father should, anyways…so why should I even be sorry he's gone?" Billy exclaimed as Steve finished cleaning the wound as best he could.

"Because he's…he was your dad" Steve replied.

"It's not like I chose that. We don't get to choose our family" Billy mumbled.

"Maybe not our biological family. But my family, my real family out there…they're pretty great" Steve informed him, as he grabbed a dressing from behind Billy.

"What, a bunch of kids and your ex?" Billy scoffed, as Steve started bandaging his arm carefully.

"We'd do anything for each other, they mean everything to me. Doesn't that sound like family to you?" Steve retorted as Billy mulled over it.

"Karmen's the only real friend I've ever had" Billy confessed, averting his eyes to the floor.

"She gets under your skin, huh?" Steve smiled, as Billy chuckled.

"…I love her" Billy blurted out a moment later, not sure what Steve's reaction would be.

"I know" Steve muttered, beginning to tape the bandage.

"But she loves you" Billy stated, as Steve's forehead wrinkled.

"She loves you too. Maybe not in the same way…but that still counts" Steve insisted.

"It kills me seeing you two together. All summer, I've felt like…like my fucking heart is breaking. It's pathetic-" Billy started, but Steve cut him off quickly.

"No, it's not. It just shows your human" Steve suggested, making Billy scoff.

"You sure about that?" Billy mumbled, looking down at the veins pulsing down his arm.

"You're gonna' get through this, man. You and Karmen. We'll figure something out" Steve told him.

"I need you to promise me something. I've got no one else to ask" Billy began, as Steve nodded for him to continue.

"If something happens to me…Max is gonna' need someone" Billy announced, as Steve frowned.

"Haven't you already asked Karmen to look out for her?" Steve pointed out, as Billy gave him a look.

"You still haven't accepted it?" Billy asked as Steve's frown deepened.

"Accepted what?" Steve questioned.

"If you close the gate, if you stop the Mindflayer…me, Karmen, Max's mom…we're all going to die. The Mindflayer is the only thing keeping us alive" Billy explained, as Steve shook his head vehemently.

"No…no, we'll find a way-" Steve insisted, but Billy cut him off.

Billy grabbed Steve's hand and brought it to touch his neck, just where his pulse point was. Steve looked at him in confusion, as Billy pressed Steve's fingers hard against his pulse. Steve's eyes widened as he felt one beat underneath his fingertips and wondered if he had been holding his hand in the wrong position. Almost twenty seconds later there was another beat underneath his fingers. He held his hand for a whole minute and there were under ten beats. Billy's heart was slowing down to an almost inhuman rate.

"I can feel it…I'm shutting down. The Mindflayer doesn't need me anymore" Billy went on, as Steve felt tears begin to well in his eyes.

"Even if you win…you're gonna lose. You're gonna' lose her" Billy sighed, as a tear ran down Steve's cheek.

Author's Notes: I hope you all enjoyed this chapter! I actually felt a little emotional writing this one, and I've realised the next chapter we'll be onto the last episode of Season 3. Of course, I plan to continue with this story into Season 4, but it seems that the new season won't come out for a long time, so this story will have to go on hiatus for a while. I reckon we probably have about five more chapters to go until then though! Apologies in advance if updates are slow in the coming months, but I'm a nurse so work is very busy at the moment, so it's hard to find time to write. Please leave a review:)

NicoleR85: Aw, thank you! I hope you liked this chapter too:)

Min234: Thank you for the review! Billy and Karmen's friendship has definitely been one of the highlights of this story for me, and I've really enjoyed writing how that change has impacted him, including his relationship with Max. I'm glad you liked it too:)

Apoka: Thank you so much:) Billy definitely deserved some redemption in my opinion, and I plan to make sure he gets that in this story. I'm glad you enjoyed the twist, it was a lot of fun to write! Poor Billy, he really hasn't had an easy life, has he? He'll have a happier ending then he did in the show, but that's all I can say without spoiling things. I hope you like this new chapter!