The beeping sounds of arcade machine sound all throughout the air, reaching the small boy's ears. He ignored the sounds though, instead choosing to focus on his friend playing the game that was currently in front of the boys right now. Dustin furiously moves the joystick around and presses the button, trying for a new top score. The game ends, a triumphant beeping sound signaling his friend's victory. Dustin slammed his hand on the game console, causing a semi-loud banging sound to be heard throughout the arcade. The boys all cheer and look at the scoreboard that just showed up on the machine's screen.

1. 752100 - DUSTIN
2. 751300 - MADMAX

"Ya know Max is gonna be pissed at you, right?" Lucas tells Dustin after the cheering had stopped.

"Whatever," Dustin replies, still happily smiling.

"You guys wanna do something? Maybe get something to drink?" Mike asks, looking at each of his friends.

"Sure." they all reply, walking out of the arcade into the hot summer weather.

Mike leads them down to the main road of the town, and the four boys walk on the sidewalk in peace, Dustin and Lucas talking about Dig Dug and Max. Will walks alongside Mike, smiling like a fool. He hears a small whimper and looks over towards the sound.

He sees a girl sitting in the alleyway, tears running down her face, eyes filled with grief and fear. She had a shaved head and wore a pink dress with a flannel. She was sitting on her knees, which were dirty and had small cuts, where blood was slowly leaking out.

Will stopped walking with the boys and instead decided to stare at the girl. He and the girl locked eyes, and Will realized that he actually knew who the girl was. It was Eleven, the girl that Mike had told him about. The girl that Mike said would understand everything.

Will walked over towards Eleven cautiously, knowing from Mike that she tended to be a bit skittish. However, she didn't flinch once. She didn't even reach her hand out in warning. She sat there, motionless. Will reached the girl, looking down at her as she looked up at him. Her eyes were big and brown, and she looked scared.

Then suddenly, she didn't.

Her eyes shone with a different kind of light. Almost like she was inspecting him for a weakness. She looked him over countless times, and Will felt like she was looking deep into his soul. He shuddered at the thought.

"Hello." Will greeted, looking at the girl with a smile. "Mike told me about you. You're El, right?"

The girl just nodded her head.

"Mike told me you didn't talk much." Will commented.

The girl once again nodded her head. 

"Do you have powers?" Will asked, "Was Mike lying?"

The girl shook her head.

"Mike wasn't lying?" Will asked.

"Friends don't lie." the girl spoke, voice raspy from lack of use.

Will smiled, happy that he knew the girl spoke.

"I'm Will." he introduced.

The girl nodded her head in understanding.

The two looked at each other, seemingly sizing the other up. Will looked into her eyes once again, and almost stepped back. Instead of being a warm chocolate brown, they had turned into a bright yellow. Her new eyes shone with hunger and vengeance.

"El?" Will asked, fear growing.

She smiled a creepy smile, looking up at him. For some reason that Will couldn't explain, he couldn't look away.

"You're a fag, ya know that?" a male voice said from behind the girl.

Wil looked up from the girl and saw his father standing right behind her.

"Dad?" Will asked, tears now brimming his eyes.

"You're a disgrace. You're a fag, you're fucking stupid, and I wish you weren't my son." his father spoke, words harsh and laced with venom.

Tears began to fall down Will's face. His father had left because his mother wanted him to, for reasons Will had never known. His father laughed. Laughed at Will for being a disgrace.

Will sobbed, looking at his father laughing as his eyesight began to become cloudy by his tears. Will buried his face in his hands, letting all his emotions out. He didn't notice his father's laugh turn into something more like a cackle.

Will moved his hands away from his face and wiped his eyes. He looked up from the ground and towards his father, only he saw a clown instead.

The same clown that had hijacked his TV. The same clown that Stan said killed children.

Will didn't see the girl anymore but saw the same bright yellow eyes that the girl had in the clown. The clown used the girl to lure him away from his friends. He was now all alone. And the clown was going to kill him.

"Join me Will." the clown laughed, "All the kids float down here."

Will just noticed in time that he was standing on top of a manhole cover. He moved off of it right before it fell into the sewer. Will looked up towards the clown, absolute fear in his eyes. He tried to remember what Stan had told him, but couldn't, due to the oncoming panic.

The clown smiled a murderous grin, looking at Will with hunger. Like he wanted to eat him.

The clown feeds on your biggest fear. Then, it kills you.

Will stood up a little straighter, and looked the clown right in the eyes.

"Go...away." Will demanded. "Go away!"

The clown's grin faded, and instead looked at Will like it was annoyed.

"I'll get you Will." the clown threatened. "And your little friends too." and with that, the clown seemingly vanished, leaving Will looking at a floating red balloon that it left behind. The balloon popped drenching Will and every surrounding surface in blood.

Will broke down on the pavement in the alley, crying. He sat on his knees and continued to cry. He couldn't hear his friends talking anymore, their voices having faded away. Will was left alone. All alone with no one to run to, his friends having abanded him.

"Will?" a worried voice calls out.

Mike.

"Will, where are you?" the voice sounds closer.

Will continues crying, thinking, knowing, that Mike's voice is just the clown playing tricks on him.

He hears footsteps approaching him and uncovers his eyes. He looks towards the sewer, thinking that maybe going down there wouldn't be so bad after all.

"Holy shit." Will hears Dustin say, his voice laced with surprise. "What the hell happened here?"

"Will!" Mike exclaims, running over towards his friend. Despite the blood covering him, Mike hugs him, trying to get him to calm down. "Will what happened?" his tone was full of worry.

Will continued to sob, burying his head in Mike's shirt, tears and blood now staining the fabric.

Dustin and Lucas walk over to, looking down at their friend in sympathy. They thought that whatever had just happened had something to do with the Upside Down, as it would explain why their friend is crying and why the sewer was now open. They joined Mike in the hug, not caring about the blood that was going to be staining their clothes.