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How He's Changed

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A pale, waxing moon slowly rose over the quiet town of Hawkins, casting its cool light onto the empty city streets that were almost empty bar the odd group of young adults singing drunken slurs as they head home or to the next nightclub so their night of fun never has to end. Off the edge of town hidden away in a little pocket of land, the abandoned and unkempt remains of the Hawkins lab; the moon illuminated a grand spray-painted mural of the young girl who had saved the town from the Mind Flayer attack. The lab sat like a lazy shadow of a once vile corruption with a path of decaying forest leading to the town. A cancer on the land now dead and spitefully allowing the forest to grow back to life. In the cold night breeze tattered strips of faded yellow police tape whipped in the wind, lashing wildy at the rusted fence in an angry flurry.

Three long and relatively boring years had passed since the events of 1984 and the Mind Flayer attack on the breach from the Upside Down. Nobody who knew of the event spoke of it or the horrors they witnessed, but it stayed a prevalent image engraved in their minds and stood to bring them all closer.

Everything had changed.

Only a few things remained the same between the youngest members that went through it all: Dungeons and Dragons. Even that however didn't seem to have the same joy that it once brought the four boys.

A joy that was now invaded by two girls.

On this particular night, Lucas, Max and Dustin already left the Wheeler house earlier in the night. Eleven had been taken out with her adoptive father Hopper into the city about a week and a half ago to visit the city nearby, allowing the girl a true look into the wider world without fear of someone dragging her home or to a prison. This left Will Byers and Mike Wheeler down in the basement watching television under a heavy blanket and a big bowl of popcorn. On the blurry, tiny screen they watched through the strange red heat vision of a Predator in complete awe.

Then the screen went black with a loud buzz.

"Awww! Come on! What the hell!" Mike snapped and swiftly got out of the blanket. He slapped at the small boxy TV in frustration as though it would obey and flare back to life. "Come on… you stupid thing… work! Ugh!"

Will shifted to rest on his elbows and watched Mike hitting the TV. The boy caught a glance of himself in the dark reflection, and ran a hand through his brunette hair to sweep back a lock. In the three years he had come to wear his hair short in a trendy style, resenting the bowl-cut he once wore. All of the boys had grown up a lot; Mike's hair was longer and he'd taken up singing and playing the guitar, Dustin was a 'lady's man in training', Lucas had taken up learning to skate, but it was Will who took them by surprise.

Sitting up and shoving a handful of popcorn into his face, Will stretched his back and made his defined six pack flex. His chest had become a sexy sight to see, as he'd been working out to move past his weakness in both Upside Down attacks. Will was proud of his muscles and toned body, but as soon as he'd exposed it from the blanket Mike looked away with flushed cheeks.

"D-Do you have to be shirtless all the time now? Seriously, I don't want to see shirtless guys like that," Mike muttered more to himself than to Will.

When Will opened his mouth to argue, as he wasn't shirtless all the time, another voice rang over his. It was the calm but firm voice of Mrs. Wheeler. "BOYS! Lights out, you've been up playing down there for hours. I don't want a peep out of you two until morning."

Groaning loudly, Mike slumped over the TV. Lately his mother had taken to using the fusebox to her advantage.

"Come on, mom, we were watching a movie! Can't we just finish it?"

The dark-haired teenager growled up the stairs. Both mother and son sighed at each other, with one awkward Will sitting in the middle of an argument-to-be. He just shifted as Mike got up then crossed to the stairs.

"You never let us do anything anymore! We're not kids, mom. It's only," He looked at the clock and gulped. With his mouth sagging slightly, and shaking his head, Mike attempted. "T-two o'clock isn't that late."

The woman's voice was a deadpan. "No. You two will just move onto the next movie, then the next until it's eight in the morning again… go to bed. Now…"

Shuddering and creaking as it swung to a close, the basement door won the argument.

With one final slap to the TV, Mike resigned himself back to the blanket and stole a large handful of popcorn. Keeping his head back as he swallowed, Mike stared angrily at the ceiling with both hands pinned behind him. It was more just so he didn't need to look at Will's body again, but it easily played off as frustration at his mother.

"So…" Will said awkwardly, "A-are you going to call El and say goodnight?"

Mike's face changed a little uncomfortably. Finally he looked down at his best friend and shrugged, "Nah, sh-she's too busy with Hopper… hasn't answered for a few nights,"


The boys fell into a soft, awkward silence and shared a curt nod before they both slipped back into their blankets and ate more popcorn; the only sound to breach their little bubble besides the songs of crickets from outside. They let the sound enter their ears and drown out thoughts of sleep as neither actually felt tired. Illuminated by the dull light of an electric lamp, their faces took on a soft white shade and their eyes sparkled. It took a while but eventually one caught the others eye, neither was sure who looked first though. When Mike opened his mouth to complain and tell Will not stare at him like that, the other boy cut him off and spoke first.

"Sorry if this sounds, like, really weird or anything. But ha-have you and El gotten up to- o-oh sorry did I interrupt?" The lean brunette stuttered but was waved off. "O-okay, sorry... Uh, yeah but Johnathan was telling me about the, uh, the birds and the bees…"

Mike's cheeks flushed a deep red and his mouth ran dry, choking the boy slightly. He scratched at his throat a little and coughed, trying to sputter out something to make his friend stop talking; Mike had never spoken about sex with Will, Dustin or Lucas and suddenly talking about it after Dungeons and Dragons night was not where he wanted it to start.

"He's been helping me work out and keeps saying that I should have a girlfriend. Something about, uh, guys like me supposed to be drowning in girls," Will continued a little out of himself, and his eyes darted down. Remembering how Jonathan had admitted to being jealous about his six pack, Will noticed that Mike didn't look too comfortable either. "But i've never even kissed a girl… so I was wondering if you and El had-"

This time Mike cut in. "We are NOT talking about my sex life, Will!"

"Sorry, I just-"

"No!" Mike said firmly and wrapped himself tight in his blanket. After a mouthful of popcorn, he continued: "Why would you even want to know? Like me having done things… with Eleven will help you get girls…"

Will pouted. "I-I dunno! Johnathan just keeps saying I should have a girl but… I-it's like a don't even want to find a girl,"

The words sunk deep into his dark-haired best friend, whose eyes became wide in shock. Mike wrapped his blanket tighter and looked Will up and down, noticing that the brunette's eyes couldn't meet his. While Will had never been one to talk about his sexuality, or even choose to have any female friends, Mike thought he would have been the first person to notice if his own best friend was into other men. And yet, he had always assumed Will liked girls, too. Once or twice jealous, even, about Eleven getting to know Will. Though now that he thought about it a little harder, Will had never done anything to do with a female in his life. All his drawings had always been of male characters unless he was made to do otherwise; like Max and Eleven's Dungeons and Dragons characters.

Mike looked away for a moment, a little disappointed in himself for leaving Will out like that for so long. Neither of them spoke for a few minutes, and didn't until their eyes met again.

"So you're, um, gay?" Mike asked quietly, a little unsure of himself.

"Um, I don't know… actually…" Will said softly with a blush heating his cheeks to a bright pink. "I just don't care about girls. I only think about one guy if I do things…"

Staring at the boy with a blush forming on his own face, Mike muttered. "Y-you do…?"

His lips were parted slightly yet no words passed them. Only a soft breath of cold air as he waited for Will to answer. He was trapped in a prison of his own mind; left staring at the annoyingly sexy chest that was in full display in the soft moonlight filtering in from the small windows that barely peaked above the ground.

Mike had seen that chest and a lot more before, three years ago when the Mind Flayer was possessing his best friend. Which had left Will's body sensitive to heat and unable to stand becoming hot or even wearing clothes.

There was a day when only Mike was able to keep watch on the boy, and had walked in on Will stripping naked and itching his arms as though heat was some insect crawling over his pale skin. He was smooth and pale back then, with cute pink nipples that were barely visible despite the bluish tinge from the cold. Will's cock was small and flaccid, despite being soft, it was still impressive at some three and a half-inches long. The paler boy blushing, knowing that his own soft cock didn't show that much, he was more of a grower.

Mike had closed the door shut as fast as he could and never brought it up again; not that Will actually could remember it now.

After that, a few strange masturbation sessions had been invaded by the image of Will's small and submissive body pinned underneath him taking his bigger dick deep into his round ass. But now he kept seeing Will's developing muscles so the cock was no longer inside of Will's ass. Rather he was pounding Mike.

Will muttered something under his breath. "One stupid boy who can't realise…"

"Hey! I am not stupid, it's not exactly easy to tell when a boy likes you," Mike snapped, unaware of Will's mouth dropping.

"Y-You heard that? I thought… I… oh god…" Will began spluttering before the penny dropped and he processed the words Mike had spoken. "M-Mike?"

Just as Will had done, Mike took a moment for it all to sink in properly; all the while his lip dropped ever lower as realisation sunk in deep like a hot knife. He had been so wrapped up in being called a stupid boy that Will talking about him had gone completely over his head. "Y-you were talking about m-me? I thought you meant that new kid in class you were talking about yesterday… y-you know… Josh or whatever his name is!"

Mike was on his feet quickly with the blanket tugging back with him. If it wasn't for his friend's quick reflex the bowl of popcorn would be all over the floor. His face was painted with a look of confusion and shock, and it made Will begin to panic. He'd never intended to tell Mike anything about the strange crush he had developed, since Eleven had entered their lives and was such a good partner for Mike. But it was out now and the dark-haired boy didn't seem to be taking it well.

"N-No… J-Josh is… older…" Will blushed, missing the entire point of the situation while also ignoring how hot he found the dorky older boy he had met yesterday. Through he was a little confused by the boy's overly sarcastic sense of humor at times. "And way to…"

"Shut up! Shut up! I don't want to hear about !" Mike hissed, freaking a little about the reveal. The curly haired pale boy, wishing that he was able to pace without his mother hearing the commotion.

The taller teen put both hands to his temples and pressed hard. Everything felt like it was slipping into the Upside Down out of nowhere and some sick feeling was creeping throughout his whole body as if it were trying to pull him down into a dark pit of guilt. Mike thought for a second that Eleven was attacking his mind out of jealousy.

The boy's mind refused to stop buzzing painfully with questions that demanded answers and yet wanted to know nothing more than what he just found out. He started pacing the room length ways as Will watched on saying something he wasn't listening to. The blood rushing to his head was too loud, and Will's muttering was much too quiet for any focus. Mike could feel how fast and hard his heart was racing and thought it might explode. Thoughts of Will and El crashed together in a hazy mess of lust and love. Too much to decipher.

Overall, really, Mike's biggest worry was how long had Will been suffering watching him with someone else. How painful would that have been to live with? First he was 'dead', then possessed, and since then has never lived normally. And now he was gay.

"How long!" Mike suddenly snapped.

Nervously, Will questioned the taller boy. "For?"

"Have you liked me. How long?" His voice firm, it came out as a demand.

Will hid nervously behind one of Mike's pillows, his voice soft as he replied. Like a tiny pale igloo, he wrapped up in the blankets tighter. "A-A while…"

"And you never told me? We're best friends Will, you promised that if anything was happening with you I was the first to know as soon as it happened." Mike reminded him. They'd promised that after the Mind Flayer, and Will had had a panic attack after a sleepover. "How… Long…?"

Still buried in the pillow, Will whispered a response. "W-well Mike that's not fair. You know it's not easy to tell a dude... you like them… I couldn't just t-tell - MPH!"

His eyes went wider than he thought possible. There was something a little rough pressed softly against his lips, and warm familiar breath against his face. Something he had thought would never happen, was.

Mike Wheeler was kissing him.

He was staring into Mike's eyes and was too easily lost in the dark brown orbs. Both teens were lost in that moment; what was supposed to be helping them find out how far feelings ran and shut Will up was a strange migle of untouched love and desire they had never expected to be there. Will and Mike spent a long moment staring into one another as their unmoving lips stayed pressed together. It wasn't the world's greatest kiss and wouldn't win any awards but the sensation of their lips touching was blowing the minds of two young teenage boys. It only took a few moments that felt like an eternity for Will's hands to burst from the blanket and cup Mike's handsome face. Mike, too, grabbed the back of Will's head and without even trying they were making out. What had been an awkward unmoving kiss was now their lips sliding together in a sloppy heated moment.

Mike kneeled lower and rested himself on Will's lap, laying against the boy who had to support them both on one arm.

Now the popcorn was all over the floor.

Neither boy could care at the moment, the pair completely lost in each other and their love for each other. While they weren't entirely sure if it was the same type of love, they were going to enjoy every lasting moment.

Loving the salty-sweet taste on Mike's lips, Will's tongue licked them and was given entry. Mike took the tongue inside and let it explore as he tasted more of Will. Sucking lightly, the tongue pinned his own like he was half pinning Will.

"Oh fuck was that your first kiss?" Mike said and quickly broke off with a strand of saliva between his lips and his best friend's tongue.

Will nodded, unable to trust his words.

"That's SO awesome!"

With a renewed excitement, Mike crashed their lips together again and tugged lightly at the boy's hair. Listening to the mix of a moan and grunt that escaped the brunette, Mike kept his grip and dominated the kiss. His hips were grinding against Will's rock hard abs, giving him the edge while their tongues fought. He won and shoved it down Will's throat to fully take over the boy. Through the kiss, neither boy realised that their cocks grew harder, or that Will's was pressing hard against Mike. Each of them too focused on making out passionately. A roaming hand eventually found its way down to one's ass, and the other boy moaned in surprise at the firm grip. Mike slipped and was grinding his hard dick against Will's thick hardness.

He might not know how he thought about Will, but Mike wanted to make this the best time of his best friend's life.

"M-Mike…" Will grunted, lust dripping from his lips. "I want you,"

Mike swore for a moment that his eyes rolled back when Will said those words.

The teen's desire filled eyes were dripping with lust and a neediness that the now-hunky teenager had never expressed before. Loosening his grip from Will's hair, Mike let the hand fall back and pin to the floor to support their bodies while his best friend was intent to continue grinding their hips together. Two achingly hard teenage cocks rubbing back and forth through thin fabric that was becoming annoying. But the long-dark haired boy couldn't care less and just fastened his grip on the soft ass in his other hand.

When his friend didn't answer and only let go of his hair, Will Byers pressed their foreheads together. Feeling Mike's warm breath intermingle with his, visible in the cool basement to spiral into a pretty shape, the boy felt it prickling his skin and moaned softly.

Never before had their bodies been so close and intimate, the boys' hands able to touch each other for longer than a moment without someone insulting them. To feel each other's heat pulsing out at them, for them. It all just made Will lean back down and capture those cute shaking lips again, close his eyes and forget the past in Mike's embrace.

"Mike… are you-?" Will started, staring down through the darkness.

"N-no. I-i'm okay," Mike took a deep breath and swallowed hard, "I… I think I want you too…"

Neither boy could see the other was blushing, hidden by the darkness filling the bedroom with the only light filtering in through the small windows, cast down from the moon smiling upon those young lovers. Gently they started to ease back onto the blanket, with Will laying across Mike and pinning both hands to the slimmer boy's chest as it rose and fell slowly.

Mike's hand left the soft, firm ass he had a good grip of and started to feel up the shirtless teen's back, rubbing the smoothness and feeling every flex of muscle while they lay there. Without realising it, he was moaning from the feeling of Will's rock solid abs grinding against his chest. Instead Mike started to kiss along the nervous gay boy's shoulder, up across his collarbone until reaching Will's neck. Then he switched to licking ever so teasingly up his neck until he could softly bite down on Will's earlobe, which had the boy gasping softly.

"Y-you got into this really fast, hey Mike? Sorry for not telling you this sooner," Will said sheepishly. His fingers sneakily worked on unbuttoning his friend's shirt.

Mike groaned from the feeling of the cool air against his bare chest as his buttons popped off, and that Will's cock was still thrusting against him. Because Will had slipped down a little, his cock was brushing against the dark-haired teen's sac and making a shiver run down Mike's spine. "O-oh my gosh… i-it's okay, dude. You still told me, and I would have freaked if you told me then. Just, only look at us now,"

"I… I kind of wanted to do more than looking at you, Mike." Will swallowed and the last button came loose.

As the fabric fell away, sliding slowly down the taller boy's sides Will couldn't help but gulp at the full view of what his best friend never let show to other guys. So pale and smooth that when his hands lightly touched upon it, they almost slipped from how soft Mike was. Will's thumbs massaged around the small pink nipples that made Mike's breath hitch for a moment, his chest rising quickly before falling into a steady, calm pace when he was used to the other boy flicking across his nipples.

"Will, ahh… that feels nice,"

Slowly rubbing Mike's chest the boy focused on teasing the pale pink nipples in small circles. Every time he would brush against the frozen stiff nubs Mike would let out a low gasp and shiver, rising a little off the floor.

He was taken by surprise a moment later by feeling Will's planting a tender kiss on one of his nipples, playing with the other. A groan escaped his lips and this time his nipple received more than a simple kiss from the cute brunette hunk, who locked his lips around it and began to suck away with a sigh. His tongue traced the areola a few times just to get things started and make Mike enjoy the feeling, then flicked the nub with his tongue to really make Mike moan.

"Ungh… Will!" Mike groaned, playing with Will's hair.

Will blushed as his best friend moaned his name, but continued to suck on Mike's nipple for a while. The other was receiving the same amount of pleasure by just a thumb massaging it. He eventually moved over and started sucking on that one, too. It lasted longer than the first, and when Will stopped he was kissing up the pale body of Mike Wheeler, following the boy's neck until their lips met once more.

The boys came in for another kiss, one in which the dark-haired boy caressed his best friend's cheek and found himself feeling along Will's defined six-pack. His fingers traced around the chiseled muscle, for once allowing himself to actually enjoy the view of Will's muscular body instead of being jealous of his friend for having such a sexy body. As their tongues played and battled, Mike slipped lower until he was inside of his best friend's boxer briefs and had a hand wrapped around his thickish five and three-quarter-inch cock. Shocked with himself for touching another boy there, even after how far they have come, Mike's lip quivered a little feeling how it throbbed in his palm and Will thrust against him.

"Oh my god y-you… actually touched it," Will said, sounding as though he were about to die of happiness. "Mi-Mike!"

Firmly squeezing the shaft, Mike's hand stroked slowly up and down the length of Will Byers' cock. The pale boy's long fingers buried in the other boy's trimmed bush of pubic hair, before rising back up to warp around the slim mushroom head and making Will's moans grow louder.

The cock felt thicker than his own, but thankfully not as long.

"We… we sh-should get naked," Mike said, fuelled by the passionate sounds his friend made and his own throbbing cock.

Releasing Will's dick, the boy started to undo his pants before sliding out of them. He was wearing a pair of heavily tented boxers, which showed the outline of his hardon to Will, who was blushing red as a cherry at the thought of finally seeing it. While at first Mike was only going to pull it out of the pouch, to teasingly just let Will have his way with just his dick, something compelled the pale teenage boy to fully strip naked then pull his friend down for a kiss.

Meanwhile Mike's hand reached down, snaking into the other boy's pants and grabbed onto Will's soft ass. He used the grip to stabilise their make out session while allowing their cocks to grind together, the softness of Will's sweatpants getting to Mike as he moaned into his best friend's mouth. Will felt like cumming on the spot as those hands groped and teased him, feeling how close Mike's thumbs were to his tight virgin hole. He was dying to get a good look at Mike's lengthy cock, but due to their kiss it was impossible. Soon the dark-haired boy fingered the hem and slowly began to ease off Will's pants as well, along with his boxer briefs.

A move that left both the horny teenage boys completely in the buff, one slim and pale with a long six inch cock and wiry-haired balls, while the other was buff and had a five and three-quarter-inch length with a smaller pink head. Will was blushing heavily as he stared at Mike's pale naked body. He knew he could have died happy in that moment relishing the complete view of his amazingly sexy best friend.

His hand extended out to touch Mike, feeling no resistance when placing his palm against the smooth pale skin. Mike was so soft and pastel, with his pink nipples so small and light that they came close to blending with the rest of Mike's flat chest. Luckily to draw Will's attention the older boy's body was home to a thin but dark stream of hairs that lead a path down the middle of his pecs. It thinned out from there. Coarse little hairs running down the length of Mike's slim body. In about the middle it trailed off to nothingness, but then at his belly button it returned with renewed thickness from there. Right down to a thick, dark jungle of curls that perfectly surrounded a low-hanging piece of six-inch meat hanging between Mike's legs. Its light pink head half-revealed, still hiding in his foreskin.

Will's eyes locked onto the object of his unending desire and suddenly started a path down along Mike's hips. However, just before his hand grew too low, Will stopped himself. A blush formed along his cheeks and the bridge of his nose.

While it seemed that his friend was a little bigger than him, Mike's body was everything that he had imagined it to be. Unmuscular, pale and utterly sexy.

"S-So we are um…" Will started, eyes taking mental photographs of every inch of Mike Wheeler. The boy knew that this view was going to be fueling his masturbation sessions for a very long time.

Even if this body would be going to waste pleasuring Eleven.

Mike gulped and nodded in response, eyes cautiously looking over Will's shockingly buff young body. Jealous of how a boy who had lived in the Upside Down for a while, had abs. "Y-yeah, we are dude…"

His traitorous eyes drifted further down along Will's body, refusing to remain on the chiselled six-pack etched into his muscular chest. Waves of arousal washed over the teenager; Mike felt his heart begin to thump and a dryness creep into his mouth, beginning to feel like he was swallowing a desert. But despite this, sweat began to form on his forehead. Dripping down in bullets. All this because Mike's eyes couldn't stop moving down through the neatly trimmed bush above Will's member.

Then his eyes encapsulated it. Will's full nudity. His cock, sitting right there resting flush against his thigh. So much thicker than Mike could have expected from the boy he always knew to be so thin and nerdy. Realising now that abs weren't the only thing on Will to have changed over the years. That first possession, Will's sudden hatred to clothes and warmth lead Mike to seeing it back then. It had resembled a shrimp.

"You're… um… bigger than I thought…" Mike muttered, unable to look at Will as he said it.

"S-so are you…" The younger boy croaked.

Mike gulped as he continued. "I think you're a little thicker…"

"Thanks, I guess," Will swallowed hard. He too felt the desert in his throat, despite the sweetness of Mike's taste against his lips. With the eyes locked onto his member, Will throbbed painfully hard.

"Y-You are welcome…" Mike responded, while trying to mentally sike himself up. He hadn't expected Will Byers to be like this.

With nothing left to hide that beautiful naked body from him, and his lip sore from biting it with his canine tooth, Will lost the will to hold back his words. They blurted out suddenly, with a passion and volume that he hadn't expected. "Can I kiss you!"

Mike stuttered for a bit, eyes turning back to Will's naked body and gulping as he took in the view of his friends abs and thicker cock. Unable to verbalise it, the longer black-haired pale boy nodded slowly. Of course, he still stumbled back when Will started to crawl towards him, eyes widened in surprise and arousal. Still, Mike leaned forward when Will came inches away from his face. Both closed their eyes and pressed their lips together in a sensual mixture of lust and young love. They kissed hard and passionately for a long moment, a solid minute.

Instead of their kiss breaking, Mike supported himself on an elbow then brought a hand to the back of Will's head. Weaving into the boy's short brown hair and pulling Will deeper into the kiss; The way their lips played delicately and tongues gingered out short hellos, easily made both of them melt into the soft, lulling heat between them. Soon enough Will was practically laying atop Mike, loving him with all his head and expressing this all through a simple but deep kiss.