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Will saw Mike Wheeler, his best friend, from a distance. It was his favorite thing to do: look at Mike. He usually got to hang out with him, but lately he had been alone, as Mike always hanged out with her. Eleven. She was a sweet girl, but Will didn't like to see Mike with her.

Suddenly, Dustin comes to break Will's trance.

"Hey dude, you should probably grab some cake, its amazing!"

The truth was, Melissa's cake was horrible. Melissa Stewart was a rich girl, but she tried to cook her "amazing" meals for the class, failing drastically.

Soon Lucas and Max came to sit with them, holding hands. The truth was, no matter how cute they looked together, Dustin always felt like a third-wheel.

"Hey guys. Turns out Melissa's cake is horrible!" Max said, and Lucas agreed with her, laughing together.

Dustin looked at her. "Its... okay i guess." It wasn't, but Dustin had a huge crush on Melissa as a kid, but when she found out, he felt horrible. So now, with him dating Suzie and stuff, he thought it would be best to be kind with Mel.

"So...Will. You're awfully quiet today." Lucas said and saw Will, staring at Mike, again.

Lucas rolled his eyes. "Oh Will. I know its hard that our friend has been leaving us to hang out with his girlfriend, but we still have each other, right?"

Everyone looked at each other and nodded. Even though they had problems, the team always found a way to get back together.

They all took out their lunch. Max and Lucas gave each other a half of their sandwich while Dustin ate some french fries. But Will kept on staring at Mike, even while eating his salad.

While Lucas and Max flirted with each other, Dustin couldn't help but worry for Will. He seemed... troubled.

"Dude, are you okay?" Dustin looked at Will in concern.

"Yea, ill be fine" Will walked away in such a hurry, making Dustin worry.

He needed to go to the bathroom. He didnt need to use it, but it was still urgent. Just then, Melissa walked up to Will.

"Hi Will! I dont think you've had any cake, have you? Come on, try it!" Will looked at the grinning girl in hesitation for a few minutes before leaving.

"Oh. Okay! I'll save you some for later!" Melissa looked at the running boy. She was concerned. She then looked at one of her friends. "Taylor, can you label this cake with the name 'Will Byers' please? I need to do something." Before Taylor could say anything, Melissa ran off after Will.

As Will entered the bathroom, he didn't notice Melissa outside of the bathrooms, her head against the door, trying to hear anything.

Will locked himself up in a stall and began to cry. Sob, even. He didn't understand why he suddenly felt like that. But he wanted to die at the moment. He felt stupid, worthless. He would always be second, but never first.

Melissa could hear him crying, and it made her feel bad. Even though she never talked to many nerds, she had a soft spot for Will. She tried to keep quiet, but her blond hair kept on getting on her face, making her want to sneeze. Keeping the urge in was hard.

Will then realized what he was doing. He was crying because his friend didn't notice him? He was in a relationship, and Will would always acknowledge that Mike needs time for El. But doesn't he and the gang deserve some too?

He stopped crying. It was foolish. It didn't matter, just like him.

Will got out of the stall and washed his red face with cold water. Maybe that would make him feel better.

He then decided it was time go go back, as Dustin and the others must be worried. When he opened the door, he was surprised by a blond girl, who might have been previously leaning on the door, falling towards him.

He caught her just in time. "Are you okay?" He asked, worried for the girl.

"I should be asking that question." That was when Will realized it was Melissa.

"Oh. Hi Melissa...? What were you doing out there? Were you...spying on me?"

She looked at him, feeling guilty. "Oh well...yes. Its just you seemed so upset, and I wanted to see what I could do to help. I didn't mean to spy. Are you feeling better?"

Will gave her a smile, glad that she cared for him, but also confused. Why would Melissa Stewart be so concerned for him?

"Yea, I'm feeling much better now. I've been having some...problems. But everything is better now, thanks for asking."

Melissa looked at him, glad that the boy was alright. "If you need to talk, I'm here okay?" She then proceeded to do something she never thought she would do. She hugged him. She hugged Will Byers.

Soon, both kids walked out of the school and back outside. She gave Will some cake, that in his opinion, wasn't so bad. He then thanked her and walked away, to his friends. She couldn't help but stare at the boy.

Taylor then walked behind her. "Sooo, what was that about. You and Zombie Boy had a moment there, huh?"

Melissa laughed, still not taking her eyes off of him. "No, we didn't have a moment, but he is sweet. And don't call him that, its rude."

Just then, she realized Will was staring at something, no, someone. It was Mike Wheeler and his girlfriend, Jane Hopper.

Then it hit her. Will could have been crying because, he liked, Jane? It seemed weird, he wouldn't be the type of person to fall in love with his best friend's girlfriend, and less his step-sister. But what if?

She looked at Taylor, who looked at her back and sighed. " I think that's enough cake for today, isn't it?"

You guys that was the first chapter! I know there wasn't a lot of Byler in it, but hopefully there will be more of it next chapter!

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