After much pleading and begging, all the boys plus El were in the Wheeler basement for a sleepover. It was their very first all together, and Mike especially was excited. The boys had spent the week at school planning out what they were going to do for El's very first sleepover, and ultimately decided to play all the sleepover style games. Lucas had been put in charge of that. Dustin was in charge of snacks, and Will movies. Mike's task had been the hardest. He had had to get his mother to agree to let him have the sleepover

It had taken quite a while, Karen not exactly happy at the prospect of a mixed gender sleepover, a point backed by Joyce, who had taken Eleven in. Actually, none of the parents were. The boys knew, however, that if Mike could get his Mom to agree, the other parents would too. So Mike had prepared himself for his task, and had walked down to the kitchen.

"So, Mom, I was wondering if we could talk about the sleepover again?" he asked.

"Michael, we've talked about this and my answer is still no," Karen Wheeler said firmly. However, this time her son had a plan.

"I know, it's just that, El never has been to a sleepover on accounted being in that place," Mike spat out, "and life can be so short," he added a pained sad face, "we just want El to experience everything she can."

"Not to mention all the boys are incredibly protective of Eleven," Nancy added from the top of the staircase.

"We can order a pizza with our saved up money. You won't even have to cook!" Mike offered.

"Alright fine. But you will be in charge of cleaning up the basement afterwards," she said sternly.

"Deal," Mike said happily, surprised at how easy that had been.

So now they were all gathered for Eleven's inaugural sleepover. Dungeons and Dragons had been discussed, but El still was working on mastering the rules and Mike didn't have a campaign ready anyways. At the moment they were working on practically inhaling the pizza they had ordered.

"What do you want to do first?" Will asked.

"Well I brought a list of the most popular sleepover games. I went to the library and researched it!" Lucas exclaimed happily. He still felt bad about how he had treated El, even though she accepted his apology ages ago. He continued to try and make it up to her in every way possible.

"We could also watch Star Wars," Dustin offered, "I brought snacks!"

"I did bring Star Wars," Will said.

"You pick, El, it's your first sleepover," Mike said.

"Games?" El asked shyly.

"Ok so, I have Monopoly, Clue, Cards, Poker, and I know the official rules for Truth or Dare, Never Have I Ever, and we could play with Will's Atari. He brought it," Lucas said.

"Isn't Never Have I Ever a drinking game?" Dustin asked.

"Well yes, but I figured we could play with marbles instead."

"What is Clue?" El asked.

"It's a mystery game. Basically, a character commits a crime and the players have to figure out who committed it, where, and with what," Mike explained.

"Fun?"

The boys exchanged a glance, "yeah, fun."

They then proceeded to give Eleven a more in depth explanation of the rules. Bluffing had her very confused. "But friends don't lie?" "In games it's okay. And it's not really lying. You just ask people if they have a card you already have so you can figure out one of the other objects." Then they set up the board, and chose pieces. Eleven was also confused as to why she didn't know that she hadn't done the crime. Mike was the only one who had any success explaining that to her. He was usually the one who knew what to say to make her understand. He liked explaining things to her anyways. He liked the way her eyes lit up when she understood, and how she would give him that gentle smile.

The game started off slowly, the boys going a bit easier then they usually would in order to help El understand. Eventually, she got it. They played Clue a few times, and much to the surprise of everyone El won every single game. Dustin and Lucas claimed it was beginners luck. El just smirked at them.

"What now?" Dustin asked.

"Monopoly?" Will wondered.

"Too much explaining for tonight, I think," Mike vocalized.

The others nodded agreement.

"Plus Mike ALWAYS wins," Dustin added, "let's play Lucas' drinking game without the drinking."

"So basically," said Lucas, pouring marbles into a pile on the floor, "someone says something they have never done, and then they pick up a marble. If you have done it, don't take a marble. No lying in this game. You don't necessarily have to explain when exactly you did the thing if you don't want to, though. At the end we'll count marbles to see who has done the least meaning they have the most marbles, and who has done the most, meaning they have the least marbles. Make sense?"

Everyone nodded.

"Alright, you first Will."

"Never have I ever pretended to be sick so I could stay home."

Eleven took a marble.

"Really, Mike? You have?" Will asked.

"Yup," he said, but didn't elaborate.

"Never have I ever had even the tiniest crush on Leia," Lucas declared.

Both Will and Eleven took marbles with Lucas.

"Do you even know what a crush is El?" Will asked.

El nodded, "Nancy," she said by way of explanation.

"Never have I ever played a sport," Dustin said.

Will and Eleven joined him in grabbing marbles.

"Lucas and I tried soccer in kindergarten," Mike explained.

"They almost kicked him off the team!" Lucas laughed.

"I was pretty bad," Mike laughed.

"It's your turn El," said Will once their friends had finished shoving each other around.

"Never… Never have I ever… Had long hair."

Everyone went for a marble, but Lucas argued that both Will and Mike had long hair, at least in comparison to his. Mike argued back that then Dustin had long hair too. Dustin said his hair was curly so it didn't count. In the end Dustin, Lucas, and Eleven took marbles.

"Guys this is wayyy not fair. I have no marbles," Mike complained.

"Well it's your turn," said Dustin.

"Never have I ever told a really truly believable lie to get out of trouble."

Everyone took a marble. They were all awful liars.

They played many more rounds, laughing at the ridiculous things their friends said. "Never have I ever almost set fire to the science classroom," earned Lucas a smack from Dustin and sent them all into laughter. "Never have I ever not liked eggos," made all the boys struggle not laugh. "Never have I ever could have wished for better friends," made everyone awwww at Will and head to him for a group hug. They all took marbles that round.

Finally, as the marbles were running low, (and mostly possessed by Will and El), Lucas said what Mike had been dreading since the beginning of the game.

"Never have I ever kissed anyone."

Lucas and Will grabbed marbles. Dustin did too, but a bit more sadly. Mike contemplated grabbing one, but he knew El would all innocently bust him by saying friends don't lie.

"El, you have?" Dustin asked as soon as he realized she wasn't going to grab one.

"When?!" Lucas asked.

"Who?" Dustin asked.

"You know, El, you don't have to tell them," Will said apologetically.

"But we would really like to know!" Dustin added.

"Uhhhh." Was her only response.

"Was it any good? At least tell us that," Dustin pleaded.

El smiled a small smile, "it was… nice."

At this point Mike was bright red, and El's words, which were reassuring because she had actually liked it, did not help the state of his now even redder face.

"So Mikey, not half bad at kissing," Lucas teased.

"I...I…I mean…um."

"Oh please, Mike, not all of us are as oblivious as you are. When'd it happen?" Dustin sighed.

"Putting," said El

"What?" Will asked.

Mike sighed, "pudding. Remember, El?"

She nodded, "chocolate goo?"

Mike nodded and smiled at her, "exactly."

Dustin looked confused and then seemed to understand, "last year? When Lucas and I raised the fridge for the lunch lady's stash?"

El nodded hesitantly.

"How'd it happen?" Lucas asked.

El began to say something, but Mike cut her off, "they do not need to know, El. This is one of those privacy things, understand?"

She nodded.

"Ok, let's keep playing then," Mike offered.

"Um can we just watch Star Wars?" Will questioned.

"Sure!" Lucas agreed, "but first, count up your marbles."

In the end, Mike had the least marbles, and Will had the most. Both by quite a bit, which surprised everyone. The boys had all assumed that, as a lab rat for 12 years, El would have experienced the least. Nobody said that aloud, however. Nobody seemed too surprised that Mike had the least amount of marbles, which baffled him. He had always thought that they were all about equal experience level. Dustin and Lucas seemed to be, at least.

"Who's making the popcorn?" Dustin inquired, always thinking about food.

"What is popcorn?" El asked.

"It's like this puffy stuff that has a buttery flavor. Actually, I'll show you, come on up," Mike settled upon.

Together, they climbed the stairs and entered the kitchen. Nancy and Jonathan were sitting at the table, and upon peeking at what they were doing, Mike discovered it was college applications. Why Nancy was doing college applications with Jonathan and not her boyfriend, Steve, Mike wasn't sure. Why Nancy was dating Steve and not Jonathan was a mystery in itself.

"Hey, El," Nancy said affectionately.

"Hi, Nancy," said El shyly.

"How are ya, Ellie?" Jonathan asked.

She smiled, "good."

"What, nobody cares that I'm here?" Mike pretended to be hurt.

"I am happy you're here, Mike," said El sweetly.

"Awwwwww," Nancy clapped, "you guys are so cute! Aren't they so cute."

"Uh, sure?" Jonathan agreed, "but that's my sort of sister there, so be careful."

Mike was bright red again, "and we are making popcorn!"

Nancy smiled as though she knew a secret, "we'll just be leaving. There's something in the woods we need to check out."

"At night?!" Mike was incredulous.

"If mom asks, I'm at Jonathan's finishing up my applications. If Steve stops by for whatever reason, tell him we are already in the woods."

"Sure, whatever," Mike shook his head, "c'mon, El. I'll show you what popcorn is."

Her eyes lit up, "yay!"

Mike grabbed the popcorn bag and put it in the microwave, explaining what would happen as he went along. El sat on the counter and watched, fascinated. Mike always felt like he had taken too much for granted when she was around. Here she was, fascinated by microwave popcorn. And it hadn't even started popping yet.

"Mike?"

"Yeah?"

"Why is kissing private?"

"Um well. I mean, it doesn't have to be. It just usually is you know? Didn't Nancy explain? She probably would be better at explaining than I would."

"Nancy said that kissing is for two people who like each other very much. They are each other's favorite," she said earnestly.

"You're my favorite Mike."

"Um, thanks El, you're my favorite, too, I guess."

Suddenly, the popcorn started popping, and El jumped, startled.

"It's okay. The popcorn is just popping. You know, getting puffy," Mike attempted to calm her.

"Getting...puffy?"

"Yeah."

"So why privacy?"

"Um I mean, like I said, it doesn't have to be. Usually, people just like privacy because they don't want to feel embarrassed. Kissing is kinda a special thing between two people too, and they like to keep it special by keeping it a secret, just between them."

"Embarrassed?"

"Yeah, um it's when you kinda turn red and you feel like everyone is staring at you. You feel uncomfortable."

"Oh. Embarrassed now?"

"Um. A bit."

"It is pretty."

"Uh, thanks," Mike said, even more embarrassed.

Suddenly, the timer on the microwave went off, startling both of them.

"The popcorn's ready!" Mike told her.

He pulled it out of the microwave, and opened it up. Then he found a bowl and poured it in. He held the bowl out to Eleven, and she picked up a piece. He did too, and put it in his mouth, silently telling her it was good food. He laughed at her face.

"Like it?"

"Yes!"

"Let's bring it down to the guys."

He led the way down the stairs and into the basement. El plodded behind him silently.

"Popcorn!" he announced.

All the boys scrambled off the couch and rushed at him. Dustin gained control of the bowl, and lept onto the couch. Everyone followed him. Will pressed the play button on the Star Wars movie, and the opening credits came on. Everyone settled, and engrossed themselves in the movie. El was sitting so close to Mike he could hardly pay attention to the movie. That was problematic since she was asking him about everything. He explained everything, too. It was a very good thing that he had already seen the movie several times over.

After the movie they played another few rounds of clue, before everyone was sick of El continuing to demolish them. Will vowed that they would play again in the morning, because there was no way they could all lose every game. El just gave a small smirk. They all then went to change into pajamas.

Mike wandered up from the basement to get changed into his pajamas, which were up in his room. He stopped by the kitchen to drop off the popcorn bowl in the sink, rinsing it out. His mom always wanted him to do it, and it seemed like a good idea to have her in a good disposition for the next time they all wanted a sleepover. And the next time, maybe Max would be able to come. That would be even more controversial. This time she had been busy. He dried the bowl and put it away. He then continued towards his room.

He changed into his favorite pair of pajamas, heading out of the room quietly. He turned around and nearly smacked straight into Eleven, who had been right behind him. "Ack!" he yelped, jumping away on reflex and hitting his head on the doorframe.

She quirked an eyebrow at him, "ok, Mike?"

He rubbed his head, "yeah, I'm fine. Uh, why are you up here?"

"Nancy," she said, and showed him what he assumed was one of his sisters old nightgowns.

"Ah," he said, "see ya downstairs then?"

She nodded, "yes."

Mike then headed softly down the stairs, shaking his head a bit, as if to clear it. He wasn't quite sure when Nancy and Eleven had become so close, it had just sort of happened all at once. Nancy was terribly excited and had taken El in as a sister, as she would never really get to be one for Holly, due to the age gap between them. She'd be out of the house before Holly would really be capable of having hair braiding sessions and the like. Mike knew this because Nancy frequently went on about how El was like her little sister. Mike, however, still remained adamant that El would not be his sister. His reasoning as of late had been that El lived with the Byers, therefore she was more like Will's sister than his.

He wandered back down into the basement and sat on the couch distractedly. The boys all looked at him with varying degrees of curiosity. He remained oblivious of them at the moment, still lost in thoughts about El. He wondered if she would still want to go to the snowball with him, now that she knew more about what it meant. He finally looked up, and caught his friends' gazes.

"What?" he asked.

"What took you so long?" Lucas asked.

"What? Nothing. I put away the popcorn bowl and got changed. Oh, and I almost ran right into El," he detailed.

"I'll just bet," Lucas smirked.

"What? No! It's not like that!" he heard himself echoing his sister's words from a year before. He once more wondered how true they were when she said them. He had an inkling both of them had been lying that night. He once more wondered why Nancy was still dating Steve. She spent far more time with Jonathan. He shook his head. El trampsed down the steps, bringing all the boys attention to her.

"Now what?" El asked.

"Now we go to bed," said Will.

"Oh. Ok," she smiled, and went into her little blanket fort.

Dustin managed to be the first to claim the couch. Will and Lucas snagged the rug, and that left Mike on the ground next to Eleven. He was secretly happy about how that had worked out. They all talked until one by one they all fell asleep.

"Mike?" a quiet voice whispered sweetly.

"Yeah, El?" he whispered back.

"Is this privacy?"

"Uh, I guess," he responded, confused.

"Good," and to his great surprise, she leaned over and kissed him on the lips.

"Oh. Um. Wow," he stutters, unable to make coherent words.

"I like kissing you Mike," El whispered confidently, "it makes me feel sparkly."

"Me too," he whispered back, and then, feeling reckless, he kissed her.

"Night, El," he smiled.

"Night, Mike," she smiled back.

And when they both laid back down, their hands finding each other's over the covers. The next morning, their friends found them like that, both sleeping peacefully with smiles on their faces.