Lily watched out the window of the Winnebago as they passed the end of Hawkins city limits, trees rushing by in a blur as Steve drove the RV further and further from town. She leaned back against Eddie's shoulder in an attempt to get comfortable as he wrapped an arm around her, only faintly listening to the conversation between him, Debbie, and Nancy as her eyes grew heavier and she fought to stay awake, exhaustion seeping in after hardly sleeping the night before.

"Okay so guns, obviously," Nancy was saying, scribbling a list down on a notepad she'd found in one of the drawers along with a pen as Debbie and Eddie nodded in agreement. "Ammunition, hunting knives..."

As Nancy continued her list, Lily let her eyes fall shut for a moment too long, only to quickly open them to see Eddie looking down on her with a sly grin. "You can go to sleep, you know." he murmured to her while Debbie and Nancy continued to converse, though Lily was no longer paying attention to anything they were saying.

"I'm fine," she insisted, shaking her head. "I don't need to sleep."

"Robin's asleep," he pointed out, gesturing to where the younger Buckley girl leaned against the wall of the RV with her eyes closed, and he brought a hand up to play with her hair again. "You should, too. Get some sleep, Mayfield. You'll feel better."

"I'm fine," she insisted.

"Sleep," he said again, briefly moving his hand from her hair to cover her eyes as she sighed in defeat.

Lily shut her eyes, too exhausted to respond as she finally let herself relax against him, and his hands returned to playing with her hair as she drifted off. She wasn't sure how much time had passed when she opened them again to see Steve pulling the Winnebago off onto the side of the road, having been woken up by the shift in terrain of the vehicle leaving the asphalt and moving onto the grassy field.

"The War Zone," Steve spoke up as he shifted the RV into park, killing the engine. "Everyone present and accounted for?"

"Somewhat," Lily muttered tiredly, reaching up to rub the sleep from her eyes.

"Alright, Eddie, Lily, Nick, Lucas, and Dustin, the five of you stay here." Nancy said as she rose from the couch opposite the dining table. "The rest of us will go in and get the supplies. We'll be back soon, but for the time being, just try your best to stay out of sight."

"Good luck," Lily said to Max and Lucas as they passed by them from the sofa in the back of the vehicle, the rest of the group beginning to pile off the Winnebago one by one as they made their way towards the store.

Dustin peered through a slight crack in the blinds now covering the window as the others walked down the street to the parking lot, shoppers coming in and out of the building everywhere around them, the RV parked just far enough down the street that it shielded them from view. "That's a lot of people here," he mused uneasily.

"Guess we didn't avoid the angry hicks after all." Nick murmured from her spot in the passenger seat, across from where Steve had been driving.

Lily peeked through the blinds after Dustin, the army surplus store hard to miss in the near distance. Even parked down the street, she could see the red, white, and blue missiles hanging off the sign advertising their products, or the large green building behind it that their friends had vanished into. No doubt the crowds stemmed from people trying to protect themselves from the murders that had befallen Hawkins, to protect themselves from Eddie if they ever got the chance to find him.

"So what is this plan?" Nick asked, turning around in her seat to face the rest of them. "Is this really going to work?"

"It has to." Dustin said adamantly. "I don't think we have any other options. If Max can distract Vecna long enough, and we can distract the Demobats, he's defenseless. It has to work."

"And if it doesn't?" Lily spoke up, causing an uneasy silence to settle among them. "What then?"

Going back into the Upside Down was the last thing Lily wanted to do, but between saving Max and finding a way to clear Eddie's name, she knew they didn't have much of a choice. The plan seemed simple in theory, have Max distract Vecna and find a way to distract the bats to leave his physical body unguarded, but one simple misstep, and she knew it'd all come crashing around them with catastrophic consequences.

She tried to hide her unsteady breathing as images flashed in her brain, first of the things Nancy had described Vecna showing her if their plan failed, followed by Max levitating in the graveyard, and Billy lying still on the floor of the Starcourt Mall food court. She tried to look around at the friends surrounding her, their gazes now all trained firmly on her, but her blood continued to pound harder and harder in her ears, her vision going blurry with unshed tears as her hands began to shake.

Lily stood up quickly, the walls of the Winnebago spinning around her as they seemed to be closing in, more than a little too close for comfort. Eddie's eyes followed her as she rose from the bench, letting her out from where she was trapped on the inside, but her eyes were focused on the exit as she stumbled across the floor.

"Lily?" Eddie asked, attempting to steady her but she pushed his hands away, continuing to stumble forward. "Are you okay?"

"I just," she willed herself to take a deep breath, nearly tripping down the steps and fumbling with the door handle until it pushed open in front of her, "I need some air."

Lily felt her feet hit the pavement on the side of the road, and she took off running, around the side of the RV and into the grassy field behind it, shielding her from view of any passersby on the road. She shook her hands out as she paced back and forth, feeling her heart racing and willing her breathing to go back to normal. She hadn't processed the sound of the door opening after her, or the sneaker-clad feet following her until a strong pair of arms wrapped around her, holding her close.

"Shhh," Eddie whispered softly in her ear. "It's okay. You're okay." Lily spun around to face him, and he placed his hands on her shoulders to keep her steady, his dark brown eyes staring into hers.

"Y-you shouldn't be out here." she stammered. "You need to get back in the RV."

"Bullshit," he said. "I'm not leaving you here. Hey, look at me. Eyes on me, okay? Deep breaths, just like this."

Lily watched the way his chest rose and fell with his deep breaths, and she attempted to mimic him. Slowly, the world stopped spinning, and his face came into focus. He smiled softly as he noticed her breathing even out, and slowly let his grip fall away from her shoulders, though his eyes still remained firmly on hers.

"There you go," he said. "Talk to me. What's wrong?"

"What's wrong?" she asked incredulously, laughing humorlessly. "What's not wrong? My sister's about to go face-to-face with Vecna again on a plan that we don't even know will work, and she barely escaped the last time. We have to figure out a way to somehow distract these bats so we even have a chance at being on a level field against Vecna, and have to just hope nothing goes wrong. But what if it all goes wrong, Eds?"

"It's not going to go wrong." he said adamantly, with a slight shake of his head.

"But you don't know that!" she reminded him. "Nothing was supposed to go wrong last summer, and then we lost Billy." her voice cracked at the mention of her stepbrother's name. "I can't lose Max if this goes wrong, I can't lose you if this goes-"

Lily was cut off by Eddie stepping forward and pressing his lips against hers. She kissed him back for a moment before pulling away, her back resting against the side of the Winnebago as she looked back up at him, his hands reaching up to cup her face.

"You are not going to lose me." Eddie promised, and tears began to well up in the corners of Lily's vision. "We're sticking together on this, no matter what, remember? You didn't leave me when I needed you most, and I'm not going to leave you. The plan's going to work, we're going to save the world, and then you and I are running like hell out of Hawkins."

Lily's eyes flickered from Eddie's, down to his lips, and she leaned forward, kissing him again. He kissed her back eagerly, hands still cupping her face, and her arms went around his neck, pulling him closer.

"Hey!" a voice screamed, and the two jumped apart, turning to see Dustin standing impatiently at the end of the RV. "If you guys are done, Lily, your old friends are here. We need to go, now!"

Lily and Eddie spared a quick glance back to one another before taking off after Dustin towards the RV, Eddie's hand reaching for Lily's as he pulled her along to keep up with him. They ran back around to the front, seeing the door already open and Steve waiting at the wheel.

"Come on, come on, we need to go!" Steve yelled, and Lily pushed Eddie in front of her up the steps into the vehicle before jumping in after him. No sooner had the door been shut than the Winnebago took off, tires squealing against the side of the road and a cloud of dust left behind in their wake.