A/N- Hey there, Producers fans of the world! Enjoy my first fic after a three month hiatus from my internet connection.

Court is out, the jury reached a verdict, found us guilty (no surprises there), and we've just been dropped in our waiting cell before we get shipped off to Sing-Sing. It's getting late, and neither of us has spoken since Leo sang his little song a few hours ago. It's getting really awkward. I can't stand uncomfortable situations, especially not with Leo. True, he's certainly a very socially awkward person, but he's always more comfortable with me than with anyone else. Not that I'm possessive of his reliance and trust or anything, it's just that I've gotten used to him being at ease around me. When I get used to something I like, I don't want to have it changed, and Leo's openness and companionship is the best thing that's happened to me in a long time.

Leo hasn't so much as looked at me all night, so I've been staring at him and waiting for him to say something. On second thought, maybe that's just making him more nervous. I look away. He squeaks out something as soon as I've turned away. Ha! I am brilliant! I turn back to him, and see that he's biting his lip and twisting his blanket around in his hands. Oh, no, that's never a good sign.

"Max. Oh, God…" he stammers, before covering his face with that damn blanket of his. Here we go. "I'm so sorry. This is all- all m-m-my fault."

Wait, what? I'm startled that he's actually broken the silence, so it takes me a minute to come up with a response.

"No, Leo, you've got it wrong! It's not your fault at all." I try to convince him, to no avail. I thought we'd dealt with the matter of aw-from-the-back-of-the-audience stuff in court with that lovely friendship song, so I wasn't at all prepared to be sympathetic or sensitive. I barely even know what he's talking about. "If anyone's to blame, it's me." Yeah, that didn't work.

"Please, Max, don't go there. You-" His voice breaks, and I can see his big, brown eyes welling up with unshed tears. Shit. He tries to form a coherent sentence around his trembling lips again. "If I hadn't been so… so cowardly a-and stupid-"

Now that's where I draw the line. Leo may be neurotic, and naïve, but he is not stupid. I take hold of his chin- gently, I hope- and force him to look up at me. Great, judging by the sparkling wetness in his eyes, he's gonna cry. I made my only friend in the whole world cry.

"Leo." I made an attempt to sound firm despite the fact that his distress was choking me up. "You didn't do anything wrong, you're not cowardly, and you're definitely not stupid." Wow, it sounds like I'm talking to a five-year-old, which Leo kind of seems like. I hold his face comfortingly in both of my hands and try to relax him. "I promise; jail's not that bad. The warden likes me, and five years isn't very long. We'll be fine." And it's true. I didn't expect any trouble in prison; I've been in far worse places before (several of Suck Me-Fuck Me's sex positions drift into my head, and are quickly pushed away with a shudder.) I could take care of Leo if the going ever got too tough for him. Hadn't I been doing that ever since this whole scheme began? I'm his protector; I'm all that stands between him and the rest of the world.

Leo sniffs, and then jerks his face away from me to swipe at his eyes with his blanket. "It-it's not just going to jail, although that's my fault too, I suppose. It's that I abandoned you, Max! I left you because- because I was frightened. I-I was a bad friend," Little droplets overflow from his eyes, and he scratches his face furiously with the heel of his hand. "And it doesn't m-matter how many t-times I apologize, because th-that will never make what I d-did right."

Though he's been trying not to let his tears leak out, they're pouring down his face, and I realize that I've never seen him cry before. Come to think of it, I've never seen anyone cry and actually wanted to do something about it. I feel almost helpless as he collapses back onto the metal chair, hiccupping from hopeless sobs that he's still trying to suppress. Why is he doing that? We're not in the courtroom anymore, Ulla's not here, and there are no media people anywhere. The only one here to see him cry is me, and I'm his best friend, his pal, his brother. Wait, maybe he's got some kind of issue where no one, not even I, can see him cry. Oh, wonderful, don't tell me he has some new kind of compulsion.

I come back to my senses and pull his slight form into my arms. Hey, I'm a very physical guy, don't get any ideas! He weakly resists for a moment before giving in and letting himself cry unrestrained into my shirt. Every gasp for air and each drop of wetness on my chest is a thwack to my stomach, and as he wails incoherent apologizes, it nearly breaks my heart. For about ten minutes, Leo just leans against my chest and cries his poor little heart out, and I rub his back, push his now disheveled hair out of his face, whisper comforting nonsense words in his ear, kiss his forehead, anything to calm him down without resorting to the blanket.

After a while Leo's sobs are reduced to heavy breathing, and he loosely slides his arms up around my neck. I'm surprised by his sudden display of affection (he's never started any touchy stuff before), but don't let on. After all, I am Max Bialystock, who is never surprised by anything. Instead, I hold him tighter against me and almost unconsciously slip my hand behind the back of his neck, resting his head against my shoulder. He stiffens a little at the sudden, more intimate contact, but he slowly eases back into me. His light breathing is a tickle against my neck, and I feel something… unusual. It's not an erection and it's not malaria, but it's something. Heart-melting and chest-pounding and thrilling and-

"Hey, Max?" Leo whispers, just loud enough for me to hear him. There's a sensation between us; it's like the world has shrunken down to the two of us sitting wrapped in each other's arms on the cold floor of a holding cell. His slender body is warm, and soft, and… so breathtaking. Seriously, I can barely breathe from all his charm choking me.

"Yeah, Leo?" I answer just as quietly. I don't want to set off the waterworks again.

He wriggles around in my embrace to look me in the eye, and I can see the tearstains burning down his face. There goes that twinge in my chest and stomach, again. Jesus, what is he doing to me? Leo looks down to collect his thoughts before looking up at my face.

"I'm sorry for everything I did over the past few days."

"Don't be! It's all over now. Besides, you weren't the only one to… screw up."

"Thank you, Max, but… that doesn't stop me from wishing I'd acted differently." Come on, what am I supposed to say to that? But he's not done, apparently. "You know…" There's a pause, as Leo clears his throat almost inaudibly, so it's more like a kitten meowing than a regular person's grating grunt. He continues at the same low volume, so that I have to lean nearer to him to even detect what he's saying. "You're the best thing that's ever, ever happened to me. You know that, right?" Aw, he's so adorable when he's insecure, his eyes shining, imploring.

"Heh, its funny, 'cause… I was gonna tell you the same thing." And I mean it too. This innocent little kid, with his big questioning eyes and endearing smile, is the greatest thing that's ever happened to me. Better than the day I produced my first successful show on my own. Better than the day I escaped college. Better than… eh, I'm losing the energy to think of things he's better than. He's better than everything, I'll leave it there.


"Mmm hmm,"

Oh! He's smiling! When you have something, you don't realize how much you've missed it until it has gone away and returned. That's his smile. I'd grown accustomed to making him smile, and seeing his whole darling, glorious face light up. Really, I'd been too pissed at him to think too much about how much I love his smile. Even though it's a tiny smile, it reaches his sad puppy-dog eyes, and that's what makes it count.

"How about that," Leo murmurs in hushed astonishment. He covers his mouth as his body arches in a yawn.

"Go to sleep, Leo. I'll be here in the morning."

Leo giggles, half-asleep. "It's not as if you have anywhere else to go."

More to myself than to him, I mumble, "It's not as if I could leave you alone." Yawning again, he rolls over a little so his body is half on my lap and half between my legs (Oh, God), with his head resting on my chest. The only natural thing to do is to encircle my arms about his waist, so of course that's what I do. Leo's arms flop over mine, his eyelids gently flutter down, his breathing slows. I wonder briefly what time it is, before deciding it didn't matter much. Of its own accord, my hand wanders up his body to his forehead and runs through his soft brunette hair. He moans sleepily and, for the first time in a long time, it's not all about me.

"G'night Max…"


"Love ya…"

I swear my heart just melted. For a few minutes, I just sit and listen to his even breathing. His stomach rises and falls slightly under my arm as he inhales and exhales, and I know he's asleep. My lips turn up in a smile, and I whisper, "Love you, too, Leo."