"Hey Max," Billy called out as his step-sister passed by in the hall. She stopped mid-step, turning back to look at him. "Come here."

She was surprised at his invitation to come inside his room as it was usually off limits. She walked in cautiously, wondering what he could possibly want from her.

"Sit," he ordered as he gestured to the empty corner of his bed. She did as she was told, confused as to what this was about. "Tell me about Chelsea."

"Chelsea? Dustin's cousin?" she asked in surprise. He nodded as he took a drag from his cigarette. "What do you want to know?"

"Anything. Everything. She doesn't seem to respond to me," Billy replied with a frown. Max laughed at the thought of Billy trying to flirt with her, quickly quieting down at the look he gave her.

"Sorry," she apologized. "Um, she's cool. Like really cool. She gives us money for the arcade when we need it."

"All of you?" he questioned. "How? She rich?"

Max shrugged, her red hair falling across her shoulder.

"Don't know. But she's really nice and I can talk to her about anything. She gives the best hugs too."

"Max, something I can use."

"I don't know. She doesn't seem to like the whole player thing, if that's what you're doing," Max added as she gave it some thought. "She's a crazy driver like you."

Billy scoffed at the comment.

"I'm gonna let that one slide," he said with a wave of his cigarette. "What else?"

"She's from California like us but that's common knowledge by now. She doesn't talk about her family or why she moved here and Dustin won't say either. I think she's just lonely. She needs friends." Max paused for a moment, surprised that Billy was listening to intently. "Have you tried being just her friend?"

"Are you trying to give me advice?" Billy asked incredulously. "You're thirteen."

"Thirteen and closer to the girl of your dreams than you'll ever be," she cringed at the tone of her voice, immediately moving away as she expected Billy's hand to strike her. After a moment she opened her eyes, surprise filling her as Billy simply stared ahead, lost in thought.

"Alright. Thanks," he said with a nod. "You can go now."

Max nodded and stood, briefly stopping at his door to give one last piece of advice.

"Just...be you. Not the whole tough guy act. Show her who you really are."

"Hey guys. I brought some pizzas!"

The Party cheered as Chelsea appeared in the Wheeler's basement with two boxes in her hands. They quickly took them from her, earning an amused laugh as they dug in.

"Chelsea, you're the best," Lucas declared with a mouthful of pizza. She grinned, happy to provide something for the kids.

"Can't let my favorite bunch go hungry," she beamed as she took a seat on the floor besides them. She stared at the board game they surrounded. "What are we playing?"

"Dungeons and Dragons," Dustin replied. Chelsea stared at the game in confusion. "Don't worry, it took Max a while to get it too."

"Hey! It's not my fault this game has so many rules," she scoffed.

"It's ok. It's not for everyone," Mike added as he handed a slice of pizza to Jane. Chelsea couldn't help but smile at the way the two held hands even while trying to eat. Her own arm wrapped around Max as the young girl leaned into her.

"So Max, your brother...he's something."

"Tell me about it," she sighed as she chewed on her food. "He keeps asking me about you though."

"Whoa whoa, wait. Billy is asking about my cousin? No. No way. That's not happening," Dustin said with a defiant shake of his head.

"Yeah, he asked if you were dating Steve because you guys hang out so much," Max continued, ignoring Dustin's protests.

"Steve?" Chelsea laughed at the idea. "No way. We're friends."

"And besides isn't he in love with Nancy?" Lucas interjected.

"Not anymore!" Dustin quickly replied.

"Nancy's with Jonathan now," Mike added, remembering the way he'd see his sister curled up with him.

"Yeah, Mike is right," Will agreed. He'd asked when Jonathan began to bring Nancy over to the house and his brother had been honest, revealing that he had feelings for the girl.

"Wait. So Steve was dating Nancy and then Nancy left him for Jonathan?" Chelsea tried to make sense of what they were all telling her. Steve had mentioned an ex girlfriend but had failed to mention a name. "Poor bastard."

"Steve is ok now. He's over her," Dustin insisted although he wasn't sure if that was entirely true.

"Doubt it," Jane commented softly. She'd seen the way Steve's eyes filled with hurt the last time he saw Nancy and Jonathan together. Within seconds the room was a commotion with the kids arguing whether or not Steve was in fact over his ex girlfriend.

"Ok, ok," Chelsea said loudly in an effort to calm them down. "Enough talking about other people's love life."

The group quieted down and ate silently. They were just kids but she found that they were highly opinionated in just about everything and that included the lives of their older friends.

"Billy also says you ignore him when he tries to flirt with you," Max finally said as she looked up at Chelsea.

"Billy is right," she chuckled, placing a small kiss on the top of Max's head.

"Since when do you and Billy talk?" Dustin asked, surprised that the two step siblings would share anything that wasn't angry yelling. Max shrugged, unwilling to really share.

"He's different now. Better."

"What? No offense Max but Billy is kind of a douche. What was he before?" Chelsea asked incredulously.

"Bigger douche," the kids replied in unison. Her eyes widened in surprise at the consensus.

"Alright then," she laughed.

"How's my beautiful ray of California sunshine?"

Billy's devilish grin was wide as Chelsea slid into the seat beside him. She chuckled, shaking her head at his greeting. It'd been months now and the pair had fallen into a pattern. Billy would flirt, Chelsea would respond with something clever and then halfway through the class time they would simply speak normally, exchanging simple talk like how their weekend went or whatever new song they were into. While Chelsea enjoyed the simple conversation, Billy's flirtations never once wavered.

"Are you going to flirt with me every day?" she asked with a cock of her head. He grinned as he looked her up and down, loving the way she never shied away from him.

"You love it," Billy replied with a confident grin.

"You're imagining things," she laughed, "Don't you have someone else to go charm? Tina? Susie? Any other girl who would give you the time of day?"

"Why would I want to do that when you're here looking a doll?"

"Billy, it's been months. You're never gonna give up?"

"I'm not a quitter."

"My simple friendship isn't enough for you?"

He smiled, his teeth tugging on his bottom lip as he met her eyes. He loved her friendship but that didn't stop him from longing for more.

"Not for me."

Billy walked her out that day, following Chelsea to her car which his was conveniently parked next to. She raised an eyebrow at the coincidence, simply waving before climbing into the driver's seat.

"You've got to be kidding me," she groaned as her car refused to start, the engine sputtering but refusing to turn on. Besides her she could see Billy watching from inside his own car, his grin wide as she struggled. She hit the steering wheel in frustration, cursing loudly at her rotten luck. A knock on her window drew her away from her anger.

"Having trouble?" Billy asked as she opened her door. She growled beneath her breath, annoyed that her car had the nerve to mess up on her.

"Yes," she looked at him, contemplating her choices. "I guess I'll just be walking home."

Billie chuckled as she turned on her heel, already feet away by the time he called out to her.

"I can just give you a ride, you know," he offered. She stopped, realizing just how far she'd have to walk. Dustin was at Mike's today so he would have been long gone by now, his bike making the trip so much easier. "Come on, princess. Don't be stubborn."

Billy watched triumphantly as she marched back towards him, a defeated look on her face.

"No flirting with me," she said as she threw his passenger seat open.

"Oh, hit me right in the heart why don't you," he joked as he climbed into the driver's seat. "I'm joking. No flirting. I promise."

The car ride home was a calm one, with them exchanging thoughts on the current school dramas. They were laughable, really. Teenagers had way too much time on their hands and the sort of pranks they would pull would be a amateur at best. Billy told her of his friend's pregnancy scare and she shared the string of gossip she'd heard in the girl's locker room. The two felt like like real friends and Billy knew he was in trouble when he felt a pang of sadness as they neared her home.

"So are you going to the party tomorrow night?" Billy asked as he pulled into her driveway. The entire school was looking forward to it with people already planning on when and how to get alcohol.

"Probably. Not much else to do around here," she grabbed her things, climbing out and closing the door behind her. She leaned over, smiling brightly at him. "See you there?"

"Absolutely."