#lee!will

Distracted.

Will has been on edge the whole day, pretty much as soon as he woke up.

Whenever his mind gets like this, unfocused and hopelessly lost in thought, there’s one common recurring cause.

Mike Wheeler.

Always worming his way into Will’s head with his shiny black curls, the freckles that dot his cheeks like tiny stars, or his endearingly awkward smiles.

One would think Will would get used to constantly being in Mike’s radius, seeing as their families have been sharing the same roof for months now (thanks again, Mrs. Wheeler).

But Mike was acting weird today. Or maybe he had been for a while, and Will had just forced himself not to notice any changes until it became actually impossible to do so.

Ever since returning from California, Mike and Will had returned to being, well, Mike and Will. Their mothers joked that they were attached at the hip, never apart for too long, just like when they were kids.

After a whole year of not seeing each other at all, and the weird tension between them during Mike’s spring break visit, Will welcomed the change. He really had missed being able to call Mike his best friend without feeling a nervous pang in his chest.

Until recently, and it was there again. Only this time, he wasn't sick to his stomach at the idea of Mike growing up and leaving him behind. Or consumed by a constant fear that anyone could see the way he looked at Mike, hear the way his heart sped up and his breathing quickened, and know that his feelings for the other went so far beyond a simple friendship.

This was different. Still nervous, but in a way that didn’t feel so scary.

Will felt crazy for thinking it at first, but he swears Mike has been paying extra attention to him lately. Standing just a little bit closer. Smiling a little softer. Touches lingering on the edge of what could be considered appropriate for two teen boys.

Will didn’t want to see it, but it was hard when everything Mike did made front page news in his own mind.

Today, though, it was entirely too much.

At breakfast, Mike had been up early helping Holly set the table, already a strange sight to see. When Will sat down, his chair was just slightly closer to Mike’s than usual, not enough to be noticed by the wandering eyes of their families. But it was all Will could think about.

Their knees brushed underneath the table with every little movement they made—or, that Mike made, really. It almost felt like whenever Will pulled away, trying to give them some space, Mike pushed right back, closer than he had been before.

Will wouldn’t delude himself into thinking it’d been purposeful if he hadn’t glanced over to see brown eyes staring at him over the rim of a glass of orange juice.

Later on, Will decided to spend his afternoon coloring in the living room with Holly. With no school till Monday and no news about a crawl happening anytime soon, there really wasn’t anything better to do (maybe his poetry assignment for English, but that could wait).

It had been peaceful, a quiet house except for the sound of colored pencils on paper and Holly occasionally asking for advice on color combinations.

Then Mike joined them, situating his long legs under the Wheelers’ coffee table and sitting way. Too. Close.

Their legs pressed together on the floor, much closer than they had been at breakfast. Whenever Will reached to grab a new color, the sleeve of Mike’s sweater brushed against his arm. Only three people were currently in the house, but for some reason, Mike was acting like there was no room.

He wasn’t even coloring with them, just sitting, poking fun at his little sister’s color work from across the table, but mostly just watching. Watching Will.

The obvious staring was already distracting enough, his hair standing on end and palms sweaty where he gripped the pencils. But after a few minutes of silence, he felt long fingers squeeze the top of his knee, making him jolt and knock his foot into the table leg.

Will’s face flushed as Holly innocently asked if he was okay.

“Yeah, Will?” Mike spoke from over his shoulder, the words little puffs of air against his neck, “Are you alright?”

Will turned to glare at the boy sitting next to him, only to lose all momentum when he saw the beautifully freckled face mere inches away from his. A subtle smirk on perfect, pink lips had Will turning back to the coffee table with a tiny nod, butterflies fluttering in his chest.

After dinner was the most notable offense.

Will liked to help Karen clean up the kitchen whenever he could. She was the main reason his family had a place to stay at all, so he did his best to be helpful to her.

She asked if he could finish washing the dishes for her, Holly dragging her off upstairs for some unknown but very important reason.

No one else was downstairs as he scrubbed the few remaining plates, leaving them in the dish rack to dry. Or so he thought, until he felt two hands taser his sides from behind, sending water splashing across the counter as he almost lost hold of the plate.

Of course, when he whipped around with an annoyed frown and pink cheeks, Mike was there, hands held out in front of him like he was ready to talk down an angry mob.

“In my defense,” He was grinning, not even looking the least bit sorry. “I wasn’t even trying to scare you- hey! Will!” Mike ran off with a yelp as Will threw the soggy sponge at his attacker before chasing him down with still-wet hands.

That had been a little over an hour ago. And for some reason, against his better judgment, he let Mike drag him up the stairs to his bedroom.

Mike claimed that he wanted to show Will a new comic series he had gotten a while ago, some niche superhero that had a really good story despite the lack of general interest.

Will thought that he would be reading his own comic alongside Mike, like when they read together as kids. Always choosing to be near each other, even when wanting to do different things.

For a while, that’s exactly what was happening. Will sat crisscrossed on dark blue bedsheets, resting against the wall, while Mike lounged beside him, taking up half the bed with his lanky limbs.

Apparently incapable of keeping his hands to himself today, Mike had to find some way to invade Will’s space. He sat up, sliding closer to Will and dropping his head down onto Will’s shoulder. Because in the logic of Mike Wheeler’s mind, friends made a better headrest than the pillows on his very own bed.

Will wouldn’t have even been so bothered by this had Mike’s unruly curls not been pressed flush against the side of his neck, fluffy and undoubtedly distracting. Even worse, with Mike’s tendency to fidget, never one to stay still for more than a minute at a time.

He was staring down at the comic book still in his hands, nothing but a blob of colors and shapes as he fought himself not to squirm away. Not that there was anywhere to run, Mike basically trapped him at the edge of the bed.

Another shift from the boy beside him, another flutter of soft tendrils that has him biting his lip just to keep any embarrassing noises at bay. Maybe he should just push Mike off the bed. That’d be easier than having to explain himself when he can’t hold off his reactions any longer.

“Are you even reading it?”

Will couldn’t see Mike’s face from their position, but he could tell the other boy was looking at him from under his mop of black hair. “You haven’t turned the page in like, ten minutes.”

And, well, Will couldn’t exactly just say, ‘No, I haven’t, because you’re distracting. Actually, you’ve been messing with me all day, and it’s kind of driving me crazy.’

So instead, he flipped the page, not even sure that he finished reading the last one, “Yeah, of course.”

That could have been the end of it. It should have been, but Mike was nothing if not persistent.

A firm poke against his side made him flinch, probably a bit of an overreaction, but he really couldn’t help it.

Mike snorted softly, finally sitting up fully. “Dude. Why are you so jumpy today?”

Pushing him off the bed was looking really good right now.

Will rolled his eyes, “I don’t know, Mike, you’re…heavy.”

Mike was looking at him, a small, disbelieving smile on his face, “Heavy?”

“Yeah, you,” Will huffed, looking back down to the comic as if it could defend him, “Your head was crushing my arm, and it felt numb.”

“Okay. Yeah, sure. Sure, but-” Out of the corner of his eye, Will saw familiar slender fingers reaching up towards him. His heart jumped, a nervous swoop of his chest making his shoulders scrunch up to hide his neck.

Mike only poked his cheek. “Why is your face so pink?”

Oh.

“It’s hot in here.” Will shrugged, trying to ignore the heat in his cheeks, growing warmer now that it’s been pointed out.

“It’s January!”

“Yeah, well, you’re really warm.”

Will turned the page again, his best attempt at looking unbothered. Mike knew him too well, though. He probably saw straight through Will to the frantic beating of his heart.

“So it’s my fault then?” Mike was somehow even closer, his arm tucked against Will’s side. It was actually ridiculous how much empty space was left on the bed; two boys squished into the corner when a whole full-sized mattress was available.

The steady thump of Will’s pulse felt so loud in the quiet room. He was not going to answer that. Whatever game Mike was so invested in playing, Will refused to participate any longer.

He really should’ve known that ignoring Mike only incited a challenge. A quiet intake of breath was all he heard before he felt cool air blown against his ear.

Like everything else Mike did today, it made him flinch, a quiet squeak escaping him as he hiked up his shoulders once again. Mike’s soft little laugh, a warm, teasing sound, directly in his ear, was his last straw.

He shut the comic book, tossing it in a random direction on the bed, before placing his hands on Mike’s chest to push the other boy away. “Mike! Just- move over!”

Mike, stubborn as ever, gave Will maybe an inch of space, laughing at his obvious annoyance. Will kept trying to force him away, a tiny smile worming its way onto his face. He bit his lip, refusing to look like he was enjoying himself. Mike being a pain was not fun, or endearing, and it didn’t make his insides feel warm and fuzzy.

Looking annoyed got even more difficult, though, when Mike grabbed hold of his hips and squeezed.

His small shout felt like it ricocheted off the walls of Mike’s bedroom, Will’s arms quickly recoiling to wrap around himself. The sudden jolt and loss of his hands to prop him up made him lose his balance. He toppled over slightly, head resting on Mike’s chest.

Mike scoffed from above him, “Weren’t you just pushing me away? Why are you on top of me now?”

Will knew that his face, neck, and maybe even his ears were completely red as he felt Mike’s sweater brush against his cheek. He could feel himself rising in time with every gentle breath Mike took. And maybe, if he focused, he could hear a steady heartbeat-

He moved quickly on shaky arms, trying to push himself away, not wanting to let his mind wander down that path. Only, the second he tried to create any distance between them, Mike pinched his hips again, long fingers pressing firmly against the fabric of his sweatpants and digging into the bone.

“Mike!” Will choked back a surprised laugh, disguising it as a cough.

“You know,” Mike huffed a little laugh, a smile evident in his voice, “I wasn’t sure you’d still be ticklish.”

Will couldn’t keep himself from squirming, a small gasp leaving his lips as Mike walked his fingers up his sides, “What- are you- talking about?!” His words came out choppy, barely contained giggles lodged in his throat.

“I was just thinking…” He could feel Mike shrug behind him, “I guess I’ve been feeling nostalgic lately.”

‘What does that have to do with anything?’ ‘Why are you being so weird?’ ‘Stop touching me!’ All things that Will wanted to scream and demand an answer for, if only he weren’t busy reshaping his limbs into a protective cage around his torso. Weird little hiccupy gasps and snickers had him hiding his face in Mike’s pajama pants, knees pulled up to his chest as he slid even further down, head resting in Mike’s lap.

This was all clearly very amusing to the boy tormenting him. “Why does it sound like you’re choking? You do realize I’m barely touching you, right?”

A quiet whine sounded in the back of Will’s throat, Mike’s evil laugh taking up all available space in his mind. “D-Dohon’t touch me- at AHALL! MIKE!” He screeched, a sharp, pitchy sound, immediately followed by giggles muffled into soft fabric. Poking through Will’s loose t-shirt wasn’t enough, apparently, Mike had to shove his hands under Will’s shirt, squeezing at too warm skin.

Will’s arms managed to cover the exposed sections of his stomach and sides, but Mike had enough ticklish spots available just in Will’s lower back. The tips of his fingers trailed over Will’s spine, making his giggling quieter and less frequent, but had him squirming twice as much. Will arched away from the sensation as far as he could, but devilish hands always followed.

“Will, I don’t know if you’re aware, but I’m not exactly keeping you here.” Mike commented on Will’s twitchy state, yet made no move to put an end to it, “No one told you to curl up like a pill bug.”

“Sh-Shut up! ‘M nohot!” Will grasped at the air behind him, blindly reaching for slender wrists. His distracted mind, filled with cotton and quiet teases, didn’t seem to realize this left his side completely open once again. Mike quickly took advantage of his lapse in judgment to slip a hand over Will’s ribs, inviting frantic giggling back into the room.

“You’re not a pill bug, or you didn’t realize you could leave at any time? You really should be more specific.”

Mike wanted to kill him. That must be what this is. Mike Wheeler, age 15, woke up on a random Saturday in January with murderous intent towards his best friend of ten years.

Will honestly felt a little ridiculous at how easy it was to incapacitate him with a few well-placed pokes and a teasing voice. Or maybe that was all Mike. The boy he spent entirely too much time thinking about. The only person who could make him feel flustered just by existing in his vicinity.

“Is this why you’ve been so skittish all day?” Mike was questioning him again. Will couldn’t comprehend why, seeing as he could barely respond with more than an embarrassed squeak. “Because it kinda seemed like you were waiting for me to do something.”

This could be Mike being too smart for his own good (doubtful), or it was more proof of Mike watching Will extra carefully.

Of course, Will would never admit to waiting to be tickled to pieces. But he can’t deny that the way the other had been acting: hovering, touching, staring, made him feel like there was a good possibility. Although it was definitely more than possible that his over-the-top responses to Mike’s actions influenced the outcome.

A shake of his head was Will’s only answer, his inner deliberations unable and unwilling to be shared.

Mike’s bedroom actually did feel too hot now, his earlier fib gaining some truth. Will’s skin felt warm wherever Mike’s hands touched him, the gentle glide of fingers over his lower back, and the continuous squeeze of his ribs. His flushed cheek still pressed into Mike’s fuzzy pajama bottoms. If they didn’t stop soon, his brain might simply melt and leak out of his ears.

For now, though, Will was almost too content to lie there, floating on a cloud of endless giggles.

The hand on his back trailed higher, drawing little shapes and leaving a tingly trail in its wake. Will twisted away from the feeling, thoughtlessly moving to avoid the feather-like touch. Partially lying on his stomach provided much better access to his whole upper back, and the curious fingers he was trying so hard to run away from were quick to explore.

As Mike’s hands raised, so did the pitch of Will’s every noise. Light, airy titters spilled out of him like bubbles in a can of soda, mixed with little hiccups and soft squeaks.

Another quiet whine interrupted his squeaky giggles as Mike gently scratched at the back of his neck. “Mihihike..” Will felt like he couldn’t move, or maybe he just didn’t want to. It was all the same to his slowly melting mind.

“I didn’t think people could be ticklish on their backs.” Mike’s voice sounded softer, a gentle curiosity in his tone. “Is that just a Will Byers thing?”

Hearing Mike say his name while reducing him to a bundle of ticklish nerves only strengthened the effect. Will felt electrified down to his toes, a warm buzzing under his skin as he laughed.

He was so lost in the feeling of Mike’s hands pulling silly reactions out of him that he didn’t even remember to be embarrassed when a firm press between his shoulder blades made him squeal.

After a short while, Mike slowed to an eventual stop, allowing Will to catch his breath quietly. He stayed still for a moment, not quite ready to move away. Not because he was disappointed or anything—just a bit tired from the ticklish onslaught.

Besides, Mike wasn’t moving either, which was…weird, honestly. Will still felt hands on him, smoothing along his back and tracing over his hip. Not enough to tickle, just kind of there.

Peering over his shoulder, Mike looked a bit out of it himself, clearly lost in thought. It must be a trick of the light, Mike’s low lamp casting tricky shadows across the room, but Will could almost swear the faintest hint of pink was dusted across Mike’s cheeks.

Will’s mind offered the unhelpful comparison of Mike’s freckles to seeds on a strawberry before he quickly rolled away.

“Um.” Will’s proficiency with words was astounding, “That was- You uh- What was that for?”

From his position lying at the end of the bed, Mike looked somewhat puzzled, like he was still wading through a sea of complex thought.

“I told you.” He eventually shrugged, “I was thinking.”

Will’s brows furrowed, “About tickling me?”

“Uh. Yeah.” Maybe it was the distance, or the low light, or just the man himself, but Mike’s face appeared totally unreadable.

“Oh.” Will felt squirmy all over again. “May I ask why?”

The other boy pushed away from the wall to lie down beside him. This was the most space Mike placed between them all day, no part of them touching. Will felt a bit antsy looking into deep-brown eyes that stared back with confusing intensity.

“No.”

Will laughed softly, rolling his eyes, “That seems kind of unfair, Michael.”

He hummed, “Don’t you know life’s unfair, William?”

“Well, don’t I deserve retribution for everything you put me through?”

Mike looked incredulous, one eyebrow quirked in disbelief. “You’re acting like you didn’t like it.”

“Because I didn’t!” Will fought to keep a neutral expression, but based on the other’s quiet snort, it was a losing battle.

“Of course not. You just conveniently stayed very still while I tickled you.” Mike poked a socked foot against his leg, “Even after I kindly reminded you, you could move.”

Will’s stupid heart beat faster in his stupid chest. Mike was staring at him with that annoying little smirk he wore when he was so sure he was right about something. Will knew he wouldn’t get Mike to let this go, so he changed the subject, sure he could find a worthy distraction.

“That comic book you gave me was stupid.”

“What?!” Will laughed, watching Mike prop himself up on one elbow just to tower over his still lying form. “Will! Did you not read his backstory? His powers actually make so much sense for his character, it’s genius!”

“Don’t care. It’s dumb.”

Then he was giggling again, hands covering his stomach where Mike was littering him with harsh pokes. “Get out of my room!”

Will found himself rolling away again, placing his socked feet on the floor and quickly stepping to Mike’s door. He was about to open said door before a quiet, “Hey,” sounded from behind him.

He turned to see Mike sitting up at the edge of the bed, “Where are you going?”

A soft huff of a laugh left Will’s lips, “You quite literally just asked me to leave.”

“Yeah, well, I was joking.” Mike was playing with an invisible thread on his sheets, not looking at Will, “You don’t have to sleep in the basement tonight, if you don’t wanna.”

“Oh yeah?” Will bit his lip softly, rocking back and forth on his heels, “Where would I sleep then?”

A roll of brown eyes, “Where do you think, dummy?”

“Maybe I don’t want to share a room with someone who calls me dumb.” But Will was grinning.

“Okay, then stop being dumb.” And Mike was too.

They looked at each other for a moment, quietly taking the other in. Will’s shirt sat slightly askew, brown hair still tousled from the prior assault. Mike appeared relatively unchanged, but maybe. Maybe his cheeks really were tinted pink.

Will turned back towards the door, dopey grin widening as Mike protested again.

“I’m going to brush my teeth.” He called over his shoulder before heading out into the hallway. After only a moment, Mike was rushing after him.

“Oh, sorry. Zoned out.”

“Yeah, you’ve been doing that a lot lately. It sometimes feels like I’m talking to myself,” Will teased.

The boys were sitting on the sofa in Mike’s basement - they had been talking about watching a movie. Suggestions were thrown around, including some that they had enjoyed as little kids but hadn’t watched in years, which made Mike start thinking about growing up and changing and discovering himself…

Will curled up closer to Mike. “What were you thinking about?”

Mike looked down at Will, at his doe eyes and shy smile, and couldn’t help the sudden surge of affection for his boyfriend. He put his arm around Will’s waist to pull him closer, fingers slowly and gently rubbing against the boy’s lower back, and rested his cheek on top of Will’s head.

“Nothing, just… growing up. How weird it feels for everything to be different. How I’ll never lose my first tooth again, but remember when I did like it was yesterday. How we got so tall - remember when we were the shortest out of everyone?”

A pause. Mike could feel a blush rising up his neck and across his cheeks.

“How your voice is so deep all of a sudden. How your mom doesn’t have to hem your jeans so you don’t trip anymore. How, ten years ago, I never would have imagined dating anyone, let alone my best friend.”

Will hummed in thought. “That’s a lot of thinking.” He leaned closer. “Are you sure it’s safe for you to be thinking that much?”

“Wow, is that sass from William Byers?” Mike tightened his grip on Will to jostle him a little bit and make him laugh. His tone softened again as he resumed running his fingers along Will’s back, mostly using his fingernails this time. “You had to grow up so fast. It feels like I’m just catching up, sometimes”

“Well, we all did. Anyways, I’m glad - it means we finally get to do this.”

Mike grinned and pressed his lips to the crown of Will’s head, and the two allowed a comfortable silence to fill the room. Mike found himself thinking more about Will, and how lucky he was to have Will in his arms and in his heart and -

Did Will just flinch?

Maybe Mike imagined it, but now his focus was 100% on the boy next to him. He became more aware of his cheek resting on Will’s hair and his arm around Will’s side and his fingers along Will’s back…

Ah, yes. That had definitely been a flinch. Mike immediately knew his nails running along Will’s back caused it and focused on his reactions.

He could feel Will’s back almost imperceptibly arching away under his touch and probably wouldn’t have even given it a second thought had he not known how stupidly ticklish Will was, and how much he would try and hide his body’s uncontrollable reactions.

“Growing up definitely didn’t change one thing,” Mike said, breaking the silence. “And it’s my favourite thing, so I’m really glad about that.”

“What’s that?” Will asked, so innocent and so unaware.

Mike tippled his fingers down Will’s side suddenly, making him gasp and flinch harder than he had before. Will’s reached back and tangled his fingers with Mike’s, nervous giggles already pouring out of him as he leaned away. “Mike, I -“

Mike didn’t wait to find out what Will was going to say. He wrenched his hand out of Will’s and immediately latched both hands on his sides, squeezing and digging gently with long fingers that were way, way too good at drawing out the most undignified sounds from Will’s mouth. Will tried to hold in his laughter as much as he could, but he had never been good at that; when Mike carefully pushed Will into a lying position and pressed his fingertips deeply and ticklishly along the ridges between his ribs, Will couldn’t help but laugh loudly and unrestrainedly, head tipped back and body trying to curl in and useless long limbs ignoring every attempt at coordination.

“I guess some things you just never grow out of,” Mike teased, slowing his fingers and gently circling Will’s hips and lower waist with his thumbs.

It took Will a moment to calm his giggles enough he could speak, still flinching under Mike’s fingers, especially when Mike’s hand latched onto his thigh in warning. “Y-yeah,” he breathed, meeting Mike’s eyes with defiance, “like being the most annoying, ridiculous kid in Haw-“

Mike squashed his fingers under Will’s jaw, wiggling his fingers as much as he could with Will’s quickly turtled-up shoulder squishing them, grinning at the yips and vibrating giggles Will was letting out. With his free hand Mike continued to pinch at Will’s thigh, occasionally digging the tips of his fingers into the crease where the boy’s leg met his pelvis so he could enjoy Will’s delicious whine of desperate laughter he let out whenever this spot was tickled.

Will was stuck in a desperate cycle; he clearly wanted to scrunch up his shoulder and arms to protect his neck, but this somehow still left his legs and that terrible, terrible crease above them open to Mike’s fingers. This caused Will’s arms and shoulder to flinch down as he tried to reach for Mike’s fingers on his leg, but then his shoulder would spasm and hike up again to protect his neck and God, now Mike was pressing into that sensitive spot behind his ear -

“Mike!” A staccato squeak, followed by fever-pitch laughter. “M-Mike, oh my Gohod, wait -“

“There is no waiting, Will the Wise,” Mike said in a deep and dramatic voice, which impossibly seemed to make Will laugh even harder. “Time waits for no man!”

Will tried to roll away but Mike was too strong, and he might as well have been trying to stop a tank with a toothpick with how useless his hands were at stopping Mike’s from finding his worst spots. A final long, adorable squeal pierced the air as Will finally gave in. “Okay fine, fihine, you win! I’m - Mihihike!”

Mike burst out laughing at Will’s whining laughter, stopping his tickling and instead placed his hands gently on Will’s chest. Will’s laughter slowed into cute little giggles that made his chest bounce under Mike’s hands (Mike could barely stand how adorable he was), and eventually reached down to take Mike’s hands into his own. “You really got me.”

Mike grinned. “Like I said - growing up definitely didn’t change how ticklish you are.” Or how cute you are.

“Yeah, yeah. Like you’re any better.” Both boys laughed.

“So… movie?” Will asked again. Mike nodded, still unable to stop grinning at the boy beneath him. The boy he loved.

The two of them were having a sleepover, just as they used to. Mike had suggested it hoping to add back some normalcy into Will’s life. Things hadn’t exactly been smooth since Will disappeared, but everyone was doing their best to act like it was. Will didn’t hate it, but it wasn’t great either. Mike being the one to help definitely made it more tolerable.

Mike gasped and jumped for his friend. He tackled him onto the cushions of their makeshift fort. “Will! You know I will win this!” He wrestled the book out of Will’s hands and set it to the side. He then stared at Will for a second before moving his hand next to the other’s side.

Will jumped and went up in a renewed giggle fit, not trying to cover his sides at all. Mike experimentally squeezed Will’s side. He yelped but still didn’t move.

“Mike!!”

Not realizing what was happening, Mike let up and left Will alone. He didn’t notice the suppressed – but still obvious – pout that came from the action. “Don’t steal my stuff, Byers,” he joked.

Will huffed, frowning at his friend. Instead of letting well enough alone, he lunged for Mike’s book again right as he was about to grab it. Will held it above his head and stuck his tongue out. 

“Will! What did I just say? Come on!” Mike lightheartedly complained, trying to pull the book from Will’s grasp. “Why do you even want the book?”

“None of your business!”

Mike groaned and latched onto Will’s ribs, eliciting a shriek and the book to go flying. Mike pushed Will to the ground of their fort and pinned him there, holding his wrists gingerly to the pillows and blankets while he sat on his thighs. “What is your deal? It’s almost like you want me to tickle you.”

The brunette went beet-red, turning his face away.

“Wait. Will-”

“No!”

“Awe Will! Is that what you want?” He asked, releasing one wrist in favor of gently grabbing Will’s face and turning it towards him. “Is that why you’ve been provoking me ever since you got here?”

Will blushed profusely, both at the embarrassment of the situation and Mike’s hands on his face – wait why was that flustering?? – and shook his head.

 Mike laughed and leaned closer to Will. “You know, you could have just asked. You don’t have to annoy me just to get tickled. You know I don’t have an issue doing that.”

“Well, yeah but-” Will stammered, “How do you even ask for something like that? That’s so embarrassing!”

“Oh. Well, we could come up with a code word? Would that help?”

He nodded timidly, moving his hand to cover his eyes. Mike’s hand was still on his face. 

“Okay, we can do that then!” Mike grabbed the hand covering Will’s eyes and moved it. “You don’t get to hide though.” 

“Ughh, I hate you…”

Mike gasped. “I’m trying to help you! But I could always just be mean and not tickle you.”

“Fine! Please?”

“Okay, okay! What about watermelon? Whenever you just… need a laugh, say that you want watermelon. I’ll help you out.”

Will nodded again.

“Okay, practice.”

He took a deep breath and tried to look away, but Mike stopped him and gave him a reassuring look. “I want watermelon.”

With no further fight, Mike dug right into his ribs, letting his arms go as a result. Will yelped, grabbing Mike’s wrists but not really doing much about it. He exploded into cackles and tried to sink more into the ground. 

“Mihihike! Noho!”

“No? You asked for this!”

Will shook his head, trying halfheartedly to buck Mike off of him. “Shuhush!”

Mike frowned before moving a hand to drill into his hips. “I will not shush, you jerk!”

Byers squealed, giving up on holding Mike back so he could cover his face.  

“Awe, someone’s shy, huh? How cute, Will!”

“Noho!”

“No what? You have to use your words,” Mike teased, moving to spider across his stomach. He snorted, turning his face into the pillows while still covering it with his hands.

Mike’s eyes gleamed. “You snort! Do it again!” He vibrated a hand into his belly, eliciting a flurry of snorts and a giggly protest. “You’re like a little piggy! How did I not know this? Cute,” he said in awe.

Will flushed, still snorting, and bucked his hips halfheartedly. “‘M nohot cuhute!”

“Of course you are! I could just eat you right up, Will,” he taunted. “Actually, that’s a great idea. Raspberries sound good!”

The younger’s eyes widened and he moved his hands to grab onto Mike. “Wahahait! Whahahat?”

“Raspberries! You know what those are, silly!”

“Mihihike! Dohon’t behe mehean!”

Mike raised an eyebrow. “So you don’t want-?”

“Mike! Pleheahase!” Will pouted as best he could to get Mike to just get it over with.

“Fine, fine,” Mike sighed. He then rolled Will's shirt up slightly before he took his wrists in his hands and pinned them to his sides gently. Will giggled as Mike took a deep breath and paused for a second. The younger groaned, the anticipation making his giddiness worse.

Mike finally relented and blew a raspberry on Will’s stomach. He shrieked and kicked his legs out violently, falling into loud belly laughter immediately. It was so boyish and adorable that Mike was in awe. 

He blew another raspberry right above his navel and let go of his hands in favor of pinching his hips. This resulted in more snorts and halfhearted protests from the brunette. He was able to get in at least three more before Will shoved his head away from his stomach. In turn, Mike stopped tickling entirely. 

“Oh, I’m sorry! Was that too much?” Mike asked immediately, holding Will’s hand.

Will giggled as he caught his breath. “Noho, I just neeheheded a second. Ihi couldn’t talk.”

Mike had a worried expression on his face, leaning closer to Will to examine if he was okay. “Do you want to be done? I don’t want you to be uncomfortable.”

“No! I- sorry, not yet. I just need to catch my breath.”

“That’s okay. As long as you’re happy, Will!”

Will tried not to focus on what Mike was saying. The whole situation was embarrassing and Mike was being so teasy – and sweet? – that it made Will’s stomach feel fluttery. The effects of tickling were weird. He took a couple minutes to breathe before opening his eyes again. 

Mike asked, “You okay?”

“Yeah. I’m good now,” he paused for a second, staring at his friend expectantly. “You can. Um. Start again. If you want.”

Mike laughed before starting scribbling on his ribs again. “Tell me if it’s too much again, okay?”

Will nodded in response, giggling and moving his hands to cover his face with his hands. Because his arms were up, Mike ventured upwards and began to drill into his underarms. Will screamed and slammed his arms down, turning his head into the pillows and blankets. He dissolved into cackles that would probably raise concern if you didn’t have context. Even then, they were still very shrieky and Mike worried for his lungs. But he hadn’t tapped out yet, so he kept going. His laughter covered the sound of the door opening and someone coming down the stairs into the basement.

“What is happening down here?”

Mike stopped dead in his tracks, turning his head to see none other than Nancy outside their fort with her arms crossed and a very disappointed expression. Will gasped in greedy breaths.

“Mike, why are you torturing your best friend?” She asked in an accusatory tone. 

Mike sputtered. “He literally ask-!” He paused to see Will with a worried and embarrassed face. He figured outing Will wasn’t in his best interest. “He deserves it! He keeps stealing my stuff!”

Nancy seemed unamused, entering the fort. “Right. I don’t think murdering him is the way to deal with that.” She pulled Mike off of Will and shoved him to the ground, climbing on top of him and forcing his arms above his head. He struggled all the while, but inevitably lost the fight.

“Nance! Cohome on!” He protested, trying his best to squirm out of her grip. “Let goho!”

“Will, hun, do you want to get him back?” She turned to the still-giggling boy, who nodded frantically and crawled over to the siblings excitedly.

“Will! It was all in good fun, right?” He pleaded, squirming nervously in Nancy’s hold. “You won’t do anything brash, right?”

Will smirked at him. “After that torture?” He giggled. “I’m getting revenge.”

Mike gawked at his best friend. “Will!”

The brunette didn’t wait any longer, immediately vibrating clawed hands into his lower ribs. He snickered at the yelpy laughter that came from the action. 

Mike turned his face into his arm and avoided looking at his sister and best friend. This was gonna be a long night.

~~~

That sleepover had become a foundation for a certain aspect of their relationship. It created a safety blanket of sorts, and it definitely made their friendship stronger. Their codeword followed them for the years to come, and it saved Will from major embarrassment (and punches) when it came to their other friends. Especially when Max came around.

However, when the Byers + El moved to California, it created a kind of rift between Will and Mike. Mike never wrote letters or called Will. El was a different story. She got bombarded with letters. It was unfair. Yeah, El and Mike were dating, but Will was his best friend for just about ten years. But he couldn’t even spare the time to call him once in the months they were gone. Whatever. People grow up and drift apart, WIll guessed. 

What made it more unbearable, Will lost that safety blanket. He had no one to ask for a distraction when his thoughts got too loud or he just wanted to laugh for a minute. El barely understood the concept of tickling, and he didn’t really wanna explain it to her. Jonathan was high all the time with Argyle, and he wouldn’t dare to ask his mom, although she’d be more than willing. 

So whenever he was in that mood, or overthinking, or just generally wanted that affection, he simply had to suffer. His friends at school didn’t help either. Small pokes to the side every now and then were common, which really didn’t help his moods – it made them so much worse. On those types of days, all he yearned for was Mike. Even if he was pissed at his lack of reaching out, he missed him. For more than just that reason, of course, but you get the point. 

When Mike came down for spring break, Will was ecstatic. Pissed still, but very excited. Then they went rollerskating and they fought. And El hit Angela with a rollerskate. It was generally just a disaster. But then they talked to each other. Actually talked, not arguing. It was nice. It also made him spiral.

Of course, he didn’t have time to linger on the various ways Mike made him feel, because El got kidnapped by that crazy doctor guy. And they had to save her. The usual team bonding activities, of course. Then everything ended up okay and Mike and El broke up on good terms. And everything was great.

Obviously you can imagine how happy Will was when they moved back to Hawkins. And to genuinely make everything better, they were with Mike until they could move properly. Things didn’t immediately go back to normal, but they got better. Mike and Will were slowly going back to being, well, Mike and Will. 

~~~

Will zoned out while sitting in the basement. He was in one of his moods again, so the only thing he could focus on while Mike was talking were his hands and how they were moving. He eventually clocked out and just started daydreaming.

“Hello? Earth to Will?” Mike teased, poking his side. 

Will jumped much more violently than he normally would. Truthfully, it was on purpose. Maybe a more dramatic reaction would spark the playfulness Will knew that Mike had, somewhere in him. “H-huh? Sorry.”

Mike laughed at him. “You good, dude?”

“Yeah. Just a little spacey I guess.” Will answered, blushing slightly.

“Right.” He eyed him. “So, as I was saying-”

And just like that, Will was gone again. 

Mike noticed almost immediately that he’d zoned out again. If we’re being honest, Mike knew exactly what was going on with Will. He’d known the entire time. He may be dense, but he wasn’t stupid. He was just deciding to be mean until Will realized that he could literally just ask. They had the codeword for a reason. 

“Will,” Mike said firmly, squeezing just above his knee. 

Will yelped, grabbing Mike’s hand, but not moving it. “Mike!”

“I’m talking to you, Will. I can’t believe you’d just ignore me,” he frowned. “What is up with you right now?”

“I- Nothing. Why are you touching me?” He said with faux anger, realizing he was still holding his hand before shoving it away.

“Not my fault that the only way I can get your attention is to tickle you,” he teased, wiggling fingers into WIll’s neck. 

Will fought with a smile and giggled, holding his hand away from his neck. “Miiiiiike!” He whined.

“Wiiiill!” Mike dropped his hand from Will’s neck to his own lap. He wouldn’t give him what he wanted if he didn’t ask. “Are you gonna pay attention now?”

“No. Not after that!”

“Oh, like you mind! Be honest with yourself Will.”

Will flushed. “I don’t know what you’re talking about.”

Mike leaned closer to Will’s face – he ended up about three inches from his face. “But you do. You know how this works, Byers.” He enunciated by poking Will’s stomach, eliciting a squeak from the younger.

“Hehey!” He brought his knees up to cover his stomach and shoved Mike’s face away gently, but rough enough to get the point across. “Fine, okay! You win.”

Mike raised an eyebrow. “Go on, then.”

“Mike, I want watermelon. Please.” He gave him puppy dog eyes.

“See! Was it really that hard?” Mike said, shoving Will down onto the couch and straddling his waist immediately. He hovered his hands over Will’s side tauntingly.

Will hid his face in his hands and blushed profusely. “Miiike!” He groaned.

“Actually, wait,” Mike said, more to himself than Will. He held Will’s wrists and pulled them away from his face to pin them under his knees. Will didn’t fight back. “I wanna see your face.”

Will gaped at him. “What- no that’s not fair!” He yelped, turning his face away shyly. Mike grabbed his face and gingerly forced him to look at him.

“It’s plenty fair! Plus, I wanna see your smile, it’s been too long. I’ve missed it.”

His face turned bright red and he looked anywhere but Mike. Why was he acting like this? Usually he at least let him face away, so this was different. “This is so mehean!”

“No it’s not. Mean would be not tickling you at all, silly.”

Will groaned again and shut his eyes tight. Mike took the opportunity to pounce, going straight for the kill and drilling into his underarms, letting go of Will’s face in the process. He yelled and fell into cackles immediately. His head was tossed back and he kicked his legs out behind Mike. His cackles were definitely less screechy than they used to be, but still loud and coupled with yelps.

“Wow. You really haven’t changed, Byers,” Mike observed. It wasn’t meant to be teasy, but Mike’s ‘Will Voice™’ paired with the circumstances didn’t help that case.

“SHUHUT UHUP!”

Mike gasped. “How rude! You’d think someone in your position would be nicer,” He said. “Unless this isn’t enough? I can up the ante if you want.”

Will didn’t say anything to protest, so Mike took it as a go-ahead. He took in a dramatic breath and leaned forward to plant a raspberry on Will’s neck. This elicited a snort, which only encouraged Mike to keep going.

Well, at least for about thirty more seconds. After that Will called out, “Moho-MOHOHOHOVE SPOHOTS!” And Mike listened immediately.

Suddenly, Mike was tracing gentle shapes on Will’s sides to let him catch his breath.

“You alright?”

Will glared at him lightheartedly while taking in very giggly breaths. “Noho! Yohou’re tryihihing to kihill mehe!”

“I am not!” Mike yelped, poking Will’s collarbone. “You’re so dramatic!”

Will scrunched his shoulders at the poke. “Screhehew yohohuhu!”

Mike shook his head at the younger. “You know, I think I like it better when you’re laughing.”

With that, he circled his thumbs into the other’s hip bones, causing him to yelp and kick his legs out with renewed violence. 

“Nahahoho! Buhuhully!”

“Bully?” Mike repeated in mock offense. “You literally asked for this!”

Will chose to ignore that fact and shake his head. All he could focus on was how he was finally getting what he wanted after months of not. It was exactly how he remembered it being three years ago when this all started. Well, not exactly, but they were fifteen now, not twelve. 

It seemed that they both had come to more realizations lately, too. Will had figured out that the butterflies every time Mike teased him had less to do with the teasing than it did Mike. It was definitely… different – doing this while being aware of how he feels. Mike’s face being three inches from his definitely caused more blushing than the imminent threat of tickles. His lips on his neck made the room feel warmer than a basement should ever be. Him saying that he wants to see Will’s face and his smile on it – that he missed seeing his smile – caused his stomach to come up with its own acrobatic routine. When he was younger it was easier to blame it on the teasing and tickling, but not anymore. He didn’t know which was better.

But, even with this knowledge of his emotions, he couldn’t fully let himself enjoy it. If Mike was doing this on purpose – which was doubtful – why did he not reach out at all? Why act like everything was normal after that? Why did Mike avoid answering why he didn’t reach out? Was he trying to lose contact? Mike was such a hard creature to understand.

“Y’know, I’ve really missed that laugh. I’ve missed you,” Mike casually said, placing a clawed hand on Will’s stomach and vibrating. He knew how bad that always got him.

Will didn’t have time to process what Mike said before being forced into a never ending stream of giggles and snorts. He squeezed his eyes shut and tossed his head back.

Mike smiled down at Will and admired his face. He looked like an angel. His hair was perfectly tousled and fell gorgeously over his face. His smile was perfect and goofy and was just so Will. He never wanted to go this long without it again. He never wanted to go this long without Will again. The last couple months had been hell without his best friend, and he couldn’t even call him. His mom had to constantly hog the phone, and he could only do so much writing and reading and mailing letters.

Maybe it was possible that Mike wanted to be a little more than best friends. Maybe El was his way of coping with that want. Maybe all he wanted right now was to kiss that perfect smile and make that perfect boy his. But there was no way Will wanted that. There was no way that’s acceptable. It was a stupid and impossible hypothetical maybe, but there was some truth. He could stand to ignore that for right now.

“MIHIHI-” Will interrupted himself with a snort. “MIHIHIKE MEHERCY! STOHOHOP!”

Mike listened, panicked. He took his hands off of him entirely, worry taking over his face. “Will, I’m so sorry! I zoned out- I didn’t mean to-!”

“Cahalm dohown. It’s fihine Mihike,” Will assured, taking deep breaths. 

Oh, hearing Will say his name all giggly like that was encouraging butterflies to set up camp in his stomach. 

“Are you sure? Do you need water – or anything?” He asked, freeing his arms from under his knees. 

Instead of answering his question, Will repeatedly squeezed Mike’s sides. Mike collapsed on top of Will as a result, squirming into the crevice between Will and the back of the couch. Will just kept squeezing while turning on his side to reach Mike easier.

“You need to relax, Mihike.”

“WihiIHIhill! Pleheahase!” Mike cried out, not even trying to fight Will. 

Will crept up to Mike’s ribs, scribbling into his lowest ribs gently. He didn’t tease, just looked at him with a fond smile that he couldn’t even see due to his eyes being closed. 

“WihihiHIHill!” He yelped, opening his eyes to see Will staring at him with those beautiful hazel eyes and a smile that made his stomach do flips. His laughter hiked up and he put his head down, leaving it resting on Will’s chest. Will’s heart rate sped up at the action, but Mike was too busy laughing to notice it.

“Am I, uh, interrupting something?” Jonathan asked, setting his camera down on the table.

Will jumped, but didn’t stop tickling. “No. Just payback!”

Mike scoffed through his laughter, slowly getting more red. Will drilled into the spot where his sides met his ribs and Mike squealed indignantly. “HeheHEHEY!”

“Oookay well, have fun with that. Nance and I are going out for dinner. Just wanted to let you know.” Jonathan said, making his way up the stairs.

“Okay! Have fun!” Will called out just before the door shut. He then let up on Mike, who’s loud laughter tapered off into childish giggles that Will had to stop himself from audibly aweing at. He waited a second before speaking again. “Are you okay?”

Mike nodded, snuggling further into Will and wrapping an arm around his waist. “‘M sorry.”

Will’s heart tightened. He hesitantly put an arm around Mike as well. “Why? You didn’t do anything.”

“For not reaching out,” Mike whispered, squeezing him slightly then letting up. “I know it’s been bothering you.”

“It’s… It’s okay. It’s better now.”

“I tried to call. Everyday.”

Will stayed quiet. What?

“Mom and Nance hog the phone a lot. And mailing letters is a hassle,” Mike said. ‘I know it’s still shitty, but you deserve to know. I’m sorry for avoiding telling you, too.”

“Mike-”

“I know I’ve been a dick. I’m sorry.” A tear rolled off his face and onto Will’s shirt.

Will gasped quietly. “No. Don’t be sorry, it’s okay.”

“It’s not okay!” Mike sobbed out. “I hurt you. And yelled at you for being hurt. How could that be okay?”

“Mike. I get it. I could’ve reached out, too, and I didn’t. It’s not all your fault,” he assured, putting a hand in Mike’s hair and softly playing with it. “We can share the blame, okay? Now stop crying, you’re gonna make me cry.”

Mike snickered. “Okahay.”

“Are you still crying? Ugh I guess I have to fix it myself!” Will teased, latching onto Mike’s ribs again.

Mike yelped and started laughing. “Noho! I’m nohohot! Wihihill!” He whined.

“I’m not so sure, it sounds like you’re still sad…” Will continued, reaching down to pinch Mike’s hip. Mike screamed and shoved his face into the couch and cackled. “Oh wow, really sad huh? How ever will I fix this?”

“WIHIHILL!”

“Mihike!”

Mike squirmed but didn’t make an attempt to stop Will. “IHIT’S SOHO BAHAHAD!”

“You’re such a baby, oh my god.”

Mike blindly squeezed Will’s side, causing him to jump and fall off the couch. He gripped Mike’s shoulders and brought him to the floor as well. Mike fell on top of Will. They stared at each other, shocked, for a second before Mike dropped his head and laughed into Will’s shoulder. Will started laughing too and they stayed like that for a couple minutes.

“Ihi missed you so much, Byers,” Mike said, hugging Will again. 

“I missed you too, Wheeler,” Will hugged him back, but rolled over and swapped their position. Will was now sitting on Mike’s thighs. “But I’m not done with you yet.”

“Waitwaitwait!” Mike rushed, sitting up with a struggle. So now (in the least weird way to ever exist – entirely SFW) Will was basically sitting on Mike’s lap, their faces like an inch apart.

Will blushed and stammered out, “What-?”

Mike also stuttered, completely forgetting what he was originally gonna say. “I-I don’t- Can I do something stupid?”

Will nodded and Mike put a hand on his cheek before kissing him. Will jumped but then immediately leaned into Mike, putting his arms around Mike’s neck. 

Mike then freaked out and pulled back putting a hand over his mouth staring at Will with wide eyes. “I’m so so sorry- I don’t know- That was stupid, I-!”

Will moved Mike’s hand and quickly kissed him again before pulling back. “I don’t mind. I mean - if you don’t mind either-!”

Mike stopped him mid-sentence with another kiss, and he reciprocated immediately. When they finally separated, Will pushed Mike back down and smiled at him for a second before speaking.

“Great distraction, but you are not getting out of payback, Micheal.”

Mike frowned. “But- NOHO!”