This is sort of a follow-up to my fic "That Doggie in the Window," but obviously if you haven't read that, you don't need to to get this. The only thing you need to know is that Max saved Leo from this woman and her dog that he was terrified of and Leo had these "feelings" for Max that he didn't know what they were.

God, you have no idea how long it's taken me to finish this thing. I started it in a journal at camp in July and am just finishing it today. xD The original purpose of this fanfic was to let me write something involving Carmen and Roger, but it's sort of turned into something else without my knowing. Also, it was originally supposed to be a oneshot, but since that one shot would have been like a gazillion pages long, I turned it into two. c: I'm submitting this for a Producers fanfic contest to the best (and I think only) Producers group on deviantART (that would be Ze-Da-Producers-Fans), so I hope it's good, lol. Enjoy, you guys.

Roger De Bris steps grandly into his living room, twirling in a wide circle to show off his gown and inspiring a delighted "Ooh!" from his assistant, Carmen Ghia. With a self-assured grin at Carmen's praise, Roger then turns to the producers of his latest show and inquires their opinion on the matter of his attire.

"So tell me, Max, Leo—is my costume truly as stunning as Carmen promised it would be?"

Leo Bloom, a timid, spineless little fellow, mumbles something that sounds a bit like, "It goes very well with your eyes." Max Bialystock, his larger, more outgoing partner, gives a little chuckle disguised hastily as a cough. But Max is saved from answering by a once again cooing Carmen.

"Oh, but Leo, you'd look absolutely marvelous in an evening gown!" Carmen cries, his wide eyes suddenly alight with pleasure. "Of course it would have to be in a different color—I think a sky blue would suit you quite nicely, and maybe it would look better a couple of inches shorter at the leg—but altogether, I think the effect could be stunning!" He brightly claps his hands together, enthralled by his own idea.

Max smirks at Leo, who doesn't look quite as pleased as Carmen does with the turn their conversation has taken. Leo in a dress? Max thinks with a snide smile. Sure, Leo looks good in almost anything, but a dress? I guess he is kind of feminine sometimes, but he's married to Ulla. Leo's as straight as I am. This is not a very sturdy thought, considering Max has been questioning his own sexual identity lately. He keeps catching glances of Leo and thinking things a straight man shouldn't be thinking about other men. It's probably just the lighting in his office, but Max finds Leo almost attractive these days. And it doesn't help how close the two men are, how Max is kind of emotionally attracted to Leo as well. I do love Leo, but like a brother or a best friend, Max tells himself from time to time. I'm not gay, so it's not like I have a crush on the guy or anything, right? After reassuring himself of this fact once again, Max turns to Leo to see how he's taken Carmen's suggestion.

Leo's face is blushing brightly, his voice taking on an embarrassed tone. "I know you mean well, Carmen, but I don't intend on walking down Broadway in a dress," he says half-jokingly, fidgeting uncomfortably with his hands and giving his gay friend a nervous smile. "I don't have the same kind of courage you and Roger do when it comes to wearing, ah, unique things. I'd like to just stick to my suits if you don't mind."

Completely refusing to be shot down, Carmen shakes his head with an amused smile. "You misunderstand me, darling. I'm not talking about casual wear!" He catches Roger's eye and lets out a girly giggle.

Roger gives a very forced laugh. He detests having the spotlight on Leo instead of on him, especially with the man he loves complimenting Leo left and right. But there's no way to say the words out loud without sounding territorial or overprotective. "Of course you're not, dear," he agrees with an awkward smile.

Still grinning, Carmen turns his gaze from Roger to a nervous-looking Leo. "I'm talking about the Choreographer's Ball!" Carmen gushes, positively glowing at the thought. "Just think about it, Leo! You would slaughter the competition! You would take the judges' breath away!"

"But I'm not going to the ball," Leo protests feebly, his eyes darting to Max for support. "Anyway, costumes aren't really my thing, Carmen. Just forget about it, okay?"

Carmen opens his mouth to retort, but he is cut off by a smug Roger who tuts arrogantly in Leo's direction. "Leo is quite right, of course," Roger agrees haughtily. From his tone, Leo suddenly isn't sure if Roger is on his side. "He would have no chance whatsoever in the contest, especially not with me as his competition." Leo's face flushes once more. Carmen raises his eyebrows in surprise. "I mean, come on, darling, Leo is really very photogenic, but next to me in this gown I'm sure he'd look quite drab."

Leo sinks slightly in his stance. He had no intention whatsoever of entering the competition before, but when Roger puts it that way, it gives Leo this little spark of a dream, just like when he used to fantasize about being a Broadway producer. He can picture himself standing at the Choreographer's Ball in front of hundreds of adoring fans… dancing with his darling Ulla to show tunes… showing off his winning costume, which would absolutely not be a dress, with a flourish. Roger would be bristling with envy, Carmen would be delightedly admiring him, and Max would never have looked prouder. Somehow thinking of Max being proud of me makes me want to do this even more, Leo thinks shyly to himself. Oh, Max, what is this thing I feel for him? When I was in the park the other day and he saved me from that woman and her dog, I really thought for a moment that I… that I liked him. I mean, I feel things around Ulla because she's pretty. But how I feel about Max is almost stronger. Max isn't a beautiful woman. So what is it? Maybe it's just friendship. But somehow I don't think so. Somehow if I win the costume competition at the Choreographer's Ball, I feel like it would give me the courage to ask him what this is that I feel.

"You've got no chance, Leo dear, so give up if you know what's good for you. No hard feelings here, it's just that—"

"All right, Roger, that's enough!" Leo is jerked away from his thoughts by Max, his face purple from fury, who is glaring fiercely straight at Roger. Leo blinks, confused. Why does Max care so much that Roger is insulting Leo? Sure, they're friends, but Max is friends with Roger too…

"I beg your pardon?" Roger asks with a nervous smile.

Max is having none of that. "Leo can enter any contest he wants to," he snarls at the director. "You have no control over what he does. You're just worried that Leo will beat you, because you know he's better than you at everything he does!" Leo's not going to stand up for himself, so I've got to do it for him. I hate when people walk all over him! They can't hurt Leo! Leo is mine!

"Of course, Max darling, I'm well aware that I have no control over Leo's actions," Roger agrees hastily, trying in vain to subdue the fuming producer. "I was merely advising him that this was not a contest it would be wise for him to enter."

Max growls like a ticked-off lion. "Why, because he'd lose to you?"

"Precisely, Max."

Carmen shakes his head, but he's smiling. "Roger, maybe that wasn't quite the nicest way to put it, but it's true all the same," he tells his partner before turning to Max. "Max, honey, you just have to face the facts. Leo would be marvelous, but Roger and I always win this competition."

Head down, Leo says nothing. Max curls his hands into fists on Leo's behalf. How can they say these things? Don't they know Leo is fragile? Don't they know they're hurting him? "Well, maybe this year will be a first!" Max explodes, scowling full force at the director and his assistant. "Maybe this year Leo and I will grind you into the dust!"

"Impossible," Roger scoffs, crossing his arms and sticking out his lower lip in distaste.

"Just you wait," Max snarls. "Leo Bloom is going to win this year's costume competition, and there is absolutely nothing you two can do to stop him!"

"Have you even asked Leo if he would like to compete?" Roger asks dryly. "Because the last time Carmen mentioned it, Leo's answer was a firm no."

At this, all heads swivel over to the terrified producer in the corner. Leo is cowering, and upon seeing everyone's eyes upon him, he covers his face with his hands. Roger lets out a low little laugh. Carmen looks somewhat disappointed. Max says softly, "Leo?"

Leo peers out from behind his fingertips and sees his three friends, each watching him expectantly for an answer. Roger wants him to give up right now. Carmen wants him to try but ultimately fail so that Roger can win instead. But Max wants him to try, and Max wants him to win. Leo likes Max. Leo likes Max a whole lot. And Leo wants to do what Max thinks is right. He wants to make Max proud.

"It's fine if you don't want to," Max tells Leo gently, but he can't hide the disappointment behind his voice. "I understand." But he doesn't.

Slowly but surely, Leo's head rises out from underneath his hands and shakes itself. "No, Max, I want to," he says, and even if it's a nerve-racking thought, it's worth it to make Max smile. Then he turns to Roger and manages to sound brave despite his tremors. "Look out, Roger, because this year you're going to have some serious competition!"

Carmen cheers. Roger fumes. But Leo is happy, because Max has never looked prouder.


"Ulla, honey, I have a question for you. Do you know how to sew?"

Ulla pulls out of their embrace and gives her husband a strange look. "Sew? Vhy Leo want to know dees?"

Leo sighs. "I'm entering a costume contest," he tells her with a sheepish smile. "The only problem is that Max and I don't know anyone who can make the costume for me."

Ulla pouts, glancing around the white office in search of an answer. When her eyes fall on Max, they light up at once. "Ulla know! Max sew costume, yes?"

There is a long pause, after which Max snorts a laugh. "Ulla my dear, Max Bialystock has many talents, but sewing is not one of them," he tells her curtly.

Looking dejected, Ulla turns back to her husband with a frown. "Leo?"

Leo shakes his head. "I can't sew either."

Ulla lets out a whiny noise. "Den Ulla not know how Leo get costume. Ulla sorry."

She's really not very bright, is she? Leo can't suppress the thought that comes into his head, but he scolds himself for it anyway. This is my wife I'm thinking about! I'm in love with her, so I shouldn't be thinking such stupid things! I love her, and that's why I married her! Right? But still, she's not very smart. Max is so much smarter…

"I don't know what we can do, Max," Leo tells his friend sadly, shaking his head ever so slightly. "I guess we just have to let Roger win." But when he sees the expression on Max's face, Leo stops dead in his tracks. Usually Leo loves Max's smile, but the little smirk on his face now is somewhat disconcerting. "Max?" Leo asks nervously.

"Max deenk of somedeeng?" Ulla pipes excitedly.

Max grins. "Leo," he begins, a mischievous glint in his eyes, "do you remember the first time we met, how I was, ah, doing some business with one of my backers?"

Leo shudders, but nods. How could he forget? He had walked cheerily out of the bathroom to the sight of Max and that woman… what they were doing… I don't even want to think about Max doing something with anyone like that. I don't think I can ever look at my grandmother the same way again.

Max gives Leo a lofty chuckle. "Well, her name is Hold-Me-Touch-Me," he explains. Suddenly, with a sinking feeling in his stomach, Leo knows where this is going. "She's a good friend of mine, and I'm sure she knows how to sew."

Ulla lets out an excited squeal and claps her hands together, suddenly in understanding. Max beams at his idea. Leo groans.


"Who is zis voman?!"

Franz Liebkind wears an expression of pointed horror as he enters Max and Leo's office and sees who is inside. Ulla is perched on the white-painted couch's armrest, and seated on the couch itself are Leo, Max, and a wizened old woman running a large piece of sky blue fabric through a sewing machine. Ulla offers Franz a flirty smile, which he cautiously returns.

"Ah, Franz!" Max hurriedly stands up and greets the German man with a forced smile. "I'm afraid we'll have to cancel our meeting today, old boy. Leo and I are a tad busy at the moment, as you can see," he says, gesturing towards Hold-Me-Touch-Me with the back of one hand.

Franz's face wrinkles in confusion. "Busy? Vith vhat?"

"Hold-Me-Touch-Me here is helping Max and I with my costume for the Choreographer's Ball," Leo explains with a sheepish smile.

Franz just stares. "'Hold-Me-Touch-Me'?" he repeats incredulously after a pause, giving the old woman a look of pure contempt. "Vhat kind of name is zat?"

Hold-Me-Touch-Me glares at him. "Do you have a problem with my name, son?"

Franz hurriedly shakes his head. Ulla doesn't suppress her giggles. "Ve just do not have names like zat back in Germany, let me tell you," Franz groans. "Ze culture is so different here in America. It is ridiculous!"

Ulla smiles even wider. "Ulla know," she agrees happily. "America ees land of de free and de beautiful, but ees really wery strange." She and Franz catch each other's eyes for a brief moment before looking away, embarrassed.

"So," Franz prompts, to break the awkward silence at hand.

Leo is staring at him with a look of horror on his face, and Franz shifts nervously where he stands. Is Ulla… is Franz… do the two of them… I don't even want to think about that! Leo thinks with a shudder. Max raises an eyebrow at him, and Leo shakes his head, but his insides are churning. Ulla's a flirt, sure, but she would never cheat on me! Franz is just a good friend of hers, like Max and me! Right?

"So zere is a costume contest at zis ball of yours?" Franz asks sheepishly after a pause.

Leo and Max nod in unison. "Roger is convinced that no one could ever win with him as the competition, so Leo and I are going to beat him at his own game," Max tells Franz enthusiastically. Leo cringes as he realizes once again what he has to do. Max gives him an encouraging smile and adds, "You'll show him, Leo, I know you will!"

To everyone's surprise, Franz sounds overjoyed by the idea. "Aha! Zis is like some form of varfare, yes? Vell, back in Germany, ve vould have—"

"I'm sorry, but we're really busy, Franz," Leo quickly interrupts. "We really need to get working if we want the costume to be finished in time for the ball."

Franz sighs and shrugs his shoulders in acceptance. "Zat is fine. I can see vhere I am not vanted," he says huffily. "I guess I vill be leaving now."

Abruptly, Ulla jumps up and runs to the dejected German's side. "Ulla vill see Franz to de door!" she tells Leo with another giggle. Franz beams as the two of them walk off together. Leo's heart lurches painfully in his chest, but he says nothing.


"Oh, Leo!"

Leo takes a deep breath as he steps out of the bathroom, sporting a new sky blue suit and top hat. Hold-Me-Touch-Me smiles proudly at her handiwork, Ulla begins to clap, and Max beams.

"Is it okay?" Leo asks nervously, fidgeting with his hands. The old woman raises an eyebrow at him. Leo hurriedly corrects, "I mean, uh, I know it's okay since Hold-Me-Touch-Me did such a great job, but… am I okay?"

Max stands up and walks to Leo's side, placing a supportive hand on his friend's shoulder. "Goddammit, Leo, of course you're okay," Max barks happily. "You need to learn to have more confidence in yourself! Of course you're okay. You're incredible!"

"But… do you think I can beat Roger?"

Max shakes his head with a sigh. "Leo, you could beat Roger ten times over if you wanted to. You look like a god right now." He turns to the two women for backup. "Doesn't he?"

"Leo look good alvays," Ulla assures him. Hold-Me-Touch-Me laughs, but nods. Leo blushes. Does Max really think I look like a god? Does Max think I'm… attractive?

"Are you convinced yet?" Max asks with a teasing smile. I can't wait to see the look on Roger's face when he sees this. I also can't wait to see the look on Leo's when he wins. Maybe he'll even start to gain a little faith in himself.

Cautiously, Leo shrugs. "Not really, but if you think I can win, Max…"

"I'm sure of it," Max boasts. "Leo, with my vision, Carmen's color choices—which we didn't steal, we borrowed—Hold-Me-Touch-Me's craftsmanship, and your natural good looks, we're going to win this thing for sure."

Ulla looks a bit put out that Max didn't mention her. "What about Ulla?" Leo prompts quickly, not wanting his wife to feel left out.

Max glances over at the Swede and narrows his eyes. "Ulla's moral support, I guess, though she really didn't do anything but flirt with Franz," he mumbles, the last part so quiet that only Leo can hear. Leo blushes. Max holds out a hand. "Now come on, Leo. We've got a ball to attend, a competition to win, and a director to beat."

Leo can't help but smile, and takes Max's hand in his own.