"DUSTIN? DUSTIN, DO YOU COPY?"

"Is that the Wheeler kid?" Steve asked from the front seat, looking in the rearview mirror. Dustin fumbled with his walkie.

"Well, well, well, look who it is," Dustin ignored Steve.

"Sorry!" It was definitely Mike. "Holly got a hold of my walkie and turned it off."

"Well, when you were having sister problems," Dustin said, annoyed, "Dart grew again, he escaped, and I'm pretty sure he's a baby Demogorgon."

Olivia ran a hand down her face before staring out the window at the fields they drove past. The morning sunshine beamed over the grass, looking way too calm and beautiful for a world filled with monsters.

"Wait. What?" Mike stuttered.

"I'll explain later," Dustin said urgently. "Meet me, Steve, and Olivia at the old junkyard."

"Steve?"

"-And bring your binoculars and wrist rocket." Dustin continued.

"Steve Harrington?" Olivia could hear the confusion in Mike's voice. "What does my sister's boyfriend have to do with anything? And why is Olivia with you?"

Steve and Olivia's faces were bright red. Olivia refused to make eye contact with him, instead picking at her fingernail, begging silently for Mike to stop asking questions

Dustin seemed to have read the tension in the car, because he huffed and rolled his eyes. "Just be there, stat. Over and out."

There was a heavy silence after that for a long moment. Steve had turned on the radio, but Olivia couldn't stop thinking.

Steve was Nancy's boyfriend. Or... was? Either way, Olivia felt... wrong for feeling this way about a boy who her best friend loved.

Although... they had broken up, right? Jonathan and Nancy had taken off together, which couldn't be as innocent as they wanted to believe. Olivia had seen the way Nancy acted around Jonathan; she definitely felt something towards him.

And of course, Jonathan had been head over heels over Nancy since forever-

"SHIT!" Dustin shouted suddenly.

Steve flinched so hard that the car swerved into the wrong lane.

"What?!" Steve yelped. "WHAT?"

"We can't do this without Max!" Dustin said anxiously.

Olivia let out a sigh of relief, digging the palms of her hands into her eyes. "Holy shit, Dustin..."

"If you do that again I'm going to DROP YOU ON THE SIDE OF THE ROAD!" Steve barked, running a hand through his hair. "Jesus fucking Christ..."

"We have to go back for Max!" Dustin repeated, craning to look back at the street behind them. "I finally have proof!"

"What are you talking about?" Steve demanded. "Who's Max? Is that the Hargove kid sister?"

"Mayfield," Dustin corrected immediately. "But yeah, Billy's her step-brother. I told her everything, and she kind of didn't believe me-"

"You told people?" Steve's face was white as a sheet.

Olivia felt pale herself. "Dustin, you can't tell people about this stuff! You could be in so much trouble!"

"I know," Dustin said miserably. "But... Max is different. She won't tell anyone. Besides, we could use her help. Please?"

He made puppy eyes at Steve, who growled and pulled off to the side of the road. Muttering curses, he made a U-turn and peeled back towards the city.

"I'm gonna have to sneak around to her window," Dustin said as they pulled up to the Hargrove- Mayfield house. "Give me a second."

"You're gonna sneak around to her window?" Steve said incredulously. "Dude, that's just creepy."

"I know," Dustin waved his hand as if that part wasn't important- "but Billy threatened to beat my ass if he ever sees me talking to Max again, so..."

"He what ?" Olivia and Steve said at the same time, turning to look at each other.

"Just stay here!" Dustin called, climbing out of the car.

Olivia chewed her nails as she and Steve watched their little friend run to the back side of the house, disappearing out of their view.

"This kid is not a ninja," Steve muttered.

"Billy's going to see him," Olivia said worriedly. She could see Billy from the open blinds leading to the living room. He was lifting weights and smoking, completely oblivious that his sister was sneaking out.

Suddenly there was a loud bang, like someone had dropped something heavy, from the back of the house. Billy's head shot up and he peered out the window, still not seeing Steve's car parked just outside of his driveway.

"Shit," Steve whispered. "Shit, Dustin."

"We have to distract him," Olivia felt sick. "Wait here."

"What are you doing?" Steve called after Olivia as she climbed out of the car. "Liv!"

Olivia ignored him and started to walk up the front path of the house. Weeds had overgrown the front lawn, with random cigarette butts lying everywhere. It was a cute house, but Olivia knew that there was so much more going on inside.

Before she could change her mind, she knocked on the front door.

"Swear to God, Max!" Billy shouted from inside. "If this is one of those little bitches you keep seeing, this isn't going to end well."

Olivia jumped as the front door swung open, suddenly realizing that this was as far as she had gotten in her plan, and she really didn't have any idea what to say or do from here-

Revealing Billy Hargrove in all of his sweaty, muscular, permed mullet glory.

She saw the miniscule flicker of surprise in his bright blue eyes, before he quickly eased into the bad boy character he always played. Billy leaned against the doorframe, one arm resting above him.

He looked her up and down lazily, before removing the cigarette from his mouth. "Well, well, well. Olivia Byers."

"That's me," Olivia said awkwardly. She tried so hard not to look at his bulging muscles, but they were so prominent-

"What's a pretty little thing like you doing all the way over here?" Billy said in a low voice. There was something in his eyes- something she had seen before. Something she couldn't quite place.

Until he leaned forward, now hovering over her, overbearing and dominant.

Hunger.

It was something she had seen in Papa ever since she was a little girl, when she first got her powers. Like he wanted something from her.

"I... uh..." Olivia had nothing to say. The smell of nicotine and sweat was overpowering, making her feel anxious in her own skin.

"Come back to take me up on that date offer?" Billy whispered. He was staring, but not at her eyes. Olivia felt sick.

But at the same time, she couldn't leave.

Olivia remembered suddenly why she had done this and swallowed her panic. If she didn't distract Billy long enough for Dustin to get Max and get out of there, her little friend would be smashed to a pulp.

"Yes," Olivia said, daring to look up. "The... date."

Billy let a slow grin creep over his features. "Good girl. I know you wanted it. That little bitch Harrington interrupted as last time, huh?"

Olivia felt a flash of anger and looked up quickly. "Steve. He just wanted to... protect me. I was drunk."

Billy's face hardened slightly, and Olivia shrank back. She couldn't get her father's voice out of her head-

Obey. Obey. Obey.

"You don't need him to protect you, though, do you?" Billy was way too close now. "You've got me, baby girl. I'm going to give you... the time of your life."

obey obey obey obeyobeyobey-

Olivia had no idea what that meant, but it couldn't be anything good. She forced a smile- she seemed to be doing that a lot lately - and nodded.

"Great," Billy grinned. "I'll... see you later."

"Okay," Olivia whispered. She tucked her hair behind her ear- something she had seen Nancy do, that boys always fell over- and smiled at him one more time before turning on her heel and walking as quickly as possible back to Steve's car.

She swung open the door, fumbling over herself as she tried not to cry. What the hell did she just do?

"What?" Steve sat up, his brows furrowing, when he saw how upset she was.

"N- I don't-" Olivia felt like she couldn't breathe. She hadn't felt that helpless, so forced to do something, since the lab.

"Hey, hey, hey," Steve reached over and put a hand over hers, stopping her from messing with the metal cast on her arm. "What happened?"

Olivia couldn't respond. She didn't know what was happening- it was how she felt when she had an OCD episode, but that didn't make any sense-

Steve's eyes widened. "Did Billy do something? Did he hurt you?"

"I'll beat his ass if he did," said a voice from the back seat. Olivia turned around to see little Max Mayfield sitting behind her, next to Dustin. There was a momentary feeling of relief that they had made it to the car.

"I- It-" Olivia's hands were clenched in midair, frozen. She felt like if she moved, she would surely die-

Dustin leaned over the center console, staring at Olivia. Comprehension dawned on his features and he nudged Steve's arm.

"Get us out of here," he said to Steve. The latter just stared at him, before Dustin hit him again. "Go!"

Steve started the car and yanked the control into first gear, before speeding out of Cherry road. Olivia felt like her ribs were collapsing. She had her palm pressed against her chest, gripping the side of the car door with her casted arm, gasping for breath.

"I- I- I-" Olivia stuttered. Her knuckles were white from clenching them so tight. "Help..."

"What? What's happening?" Steve shouted, not helping things. He waited until they were off of Cherry street before pulling over again, into the shade of a tree.

"Open up her door," Dustin said. Steve looked at him, panicked. "Do it, Steve!"

Steve quickly unbuckled, muttering curses as he raced over to Olivia's side of the car, flinging open her door. Olivia was whimpering, staring straight ahead.

"Hurts," she started to cry. "I- don't know what happening-"

Olivia's heart was beating so fast that she thought it might explode; her limbs were tight and she couldn't breath, pure panic running through her veins.

Steve tried to pry her hand away from her chest, but stopped when Olivia let out a frightened sob, clutching her collarbone even tighter, leaving nail marks in the skin.

"What's going on?!" Steve yelled. "Olivia, what is happening?"

It was all she could do to just stare at into his big brown eyes as he knelt in front of her, trying to keep her grounded. She focused on the stray piece of hair hanging over his eyes, the way it blew in the wind.

"I'm dying," Olivia sobbed. "I- I can't breathe-"

Max had climbed out of the car, her eyes as wide as saucers. Her red hair was brighter than anything else around them, like a dancing flame in the wind. "What does she mean, she's dying? What the hell is this?"

"It's a panic attack," Dustin said. He pushed Max out of the way and gently moved Steve until he was the one right in front of Olivia as she gasped for air.

"What? Why- why would she be having a panic attack right now?" Steve demanded. He was squatting in the grass now, helplessly watching as his young friend tried to coax Olivia into breathing.

"Ollie," Dustin gently rest his hands on her knees as she hyperventilated. "Ollie, you're not dying, okay?"

Olivia just hiccuped a sob.

"You're not dying," Dustin repeated. "You're just freaked out right now, okay? You just need to slow your breathing. Just count with me, okay?"

"Dustin, are you sure this is going to-"

Dustin held eye contact with Olivia as he reached out his arm behind him and swatted Steve in the face to make him shut up. Steve just stared at him, looking deeply offended.

"One," Dustin said quietly, laying his hand back on Olivia's knee.

"O-One," Olivia stuttered. She could see the sun coming through the tree branches above them, making Dustin's light brown curls seem to glow.

"Two."

"Two." Olivia forced out the word before letting a tear slip out. She was completely terrified. She was definitely dying-

"Three."

"I- I can't-"

"Olivia!" Dustin said loudly, making her focus her eyes back on him. He was more serious than she had ever seen him before, jokes and smiles nowhere to be seen. "Focus."

Focus.

Suddenly she was back at Hawkins lab, Dustin's face replaced by that of her father. His cold grey eyes seemed to bear into her soul, hardened features showing no mercy as he pushed her harder than she could possibly go.

"Focus, One," he was saying.

Olivia was a little girl again, trying to channel her gift towards the Coke can. Focus. Her eyes narrowed as she tried so hard to do what he asked-

"That's it," Dustin was saying. Olivia blinked out of her memories, coming back to the present. She realized she was finally starting to slow her breathing, gratefully taking in the air.

Slowly, bit by bit, Olivia's chest started to expand again, no longer constricting her airway. Her fingers loosened and her hands fell into her lap, until she was panting and weak.

Steve sighed with relief, wiping sweat off her forehead and finally sitting his but done in the grass. He gently hit Dustin's shoulder.

"How did you know how to do that?" Steve inquired.

Dustin shrugged, looking at Max with flushed cheeks as she stared on at him, impressed. "Caroline... she's had panic attacks since we were little. Especially after last year."

Max, to Olivia's shock, nodded knowingly. "From when she got shot?"

"How do you know about that?" Steve demanded. He glared at Dustin, who raised his hands to shoulder height.

"It wasn't me!" He said indignantly.

"I saw her scar," Max explained. "In the locker rooms. She had been hiding in the bathroom and she asked for my help. She had been freaking out about something. It must have been a panic attack, now that I think about it."

"Jesus Christ," Steve rubbed his hand over his eyes.

"Dustin said it was those agents at that lab," Max said sceptically. "Apparently it's not light and electricity? It's got a whole bunch of psychos doing experiments on people and shit?"

"Used to," Dustin said, waving his hands in the air. "It used to! Now it's different!"

"Whatever," Max said. "Is all that true?"

She was looking at Olivia and Steve now, clearly begging for answers. The older teenagers exchanged a look. 

"We should get going," Steve said weakly. He heaved himself up and held out a hand to help Dustin and Max. Everyone piled back in the car in silence, and Steve started up the ignition. 

"I have the raw meat we'll need in the back of your car," Dustin said nonchalantly. "Head to the train tracks."

Steve looked up at him, bewildered. "You put raw meat in the back of my car?"

"It's in bags and buckets," Dustin shrugged. 

"Great," Steve said, leaning back in his seat. "Just great."

Hello beautiful people! This chapter was a little bit more filler, but we got even more into Olivia's backstory! Billy also asked out Ollie, and she agreed! This is gonna be good...

Next chapter will be up soon, and it'll be a doozy!