"Look, darling, it's Max and Leo and Ulla! Let's go over and say hello, mm?"

Roger's face contorts into a scowl at the sight of them walking in through the doors of the ballroom. Leo's blood runs cold. "Carmen, dear, perhaps we should keep our distance tonight," he suggests curtly. "Leo and I are rivals now, after all!"

"Oh, nonsense, Roger, you're clearly not thinking straight," Carmen tells him with a laugh. "At least I'm going to go and say hi!" And with that, Carmen flies to the producers' side, his smile huge. "I'm so glad you guys made it! Leo, your costume is breathtaking! Simply stunning!"

"It's all my work, thank you," brags Hold-Me-Touch-Me, clinging protectively to Max's arm. Max glances around the room nervously, hoping none of his other backers are here that could see him with this one and get jealous. Really, all he wants is to get away from her anyway. I'll have to plan my escape carefully.

"But Leo, you model it so well!" Carmen gushes, eyes wide. "I told you blue was your color, didn't I? You look fabulous tonight, absolutely fabulous!"

"Doesn't he?" Ulla asks with a giggle.

Carmen giggles along with her. Leo can't decide which of the two of them is more feminine. Probably Carmen. "I can't wait for the competition," Carmen agrees.

Leo cranes his neck around Carmen to see a fuming Roger, gown and all, standing next to Kevin and Scott by the punch bowl. Even all the way across the room, there's no mistaking Roger's jealous glare. "Do you think I have a chance at winning, Carmen?" Leo asks quietly, slightly scared of Roger at the moment. "I mean, you know this contest better than anyone."

Carmen laughs. "Of course you don't have a chance at winning," he tells his friend cheerfully, and Leo freezes in place. "That's Roger's job, silly. But you certainly have a good chance at second place!"

Before Leo can react, Max grabs his arm painfully from behind. "I'm sorry, Carmen, but we have to go now," he growls, steering Leo in the exact opposite direction from their gay friend and shoving Hold-Me-Touch-Me off of him in the same motion. To distract her, Ulla starts up a discussion with the old woman about nothing in particular, and Carmen waves the producers off before returning to Roger's side.

Once they're out of earshot, Leo exhales. "Max…"

"Shut up," Max demands, his eyes narrowing scarily. "Just shut up, Leo."

"But, Max—"


Leo shuts up, his eyes huge with fear. Max…

"Good." Max scowls. "Now look here, Leo Bloom. I want you to listen to me carefully, and you're going to believe everything I say, okay?" Terrified, Leo nods, ready for the telling-off of his life. What did I do wrong now? But Max's words blow him away. "Leo, you. Are. Amazing. You are an amazing person and an amazing model for that costume and if anyone ever tells you otherwise they are either lying or an idiot or drunk. You are a great guy, and you're handsome, and kind, and you've got a stupid inferiority complex and you're one hell of a coward, but…" Max looks away, blushing slightly. Leo is stunned. "…but you're amazing, Leo," he finishes gruffly. "Don't ever let anyone tell you you're not."

Leo doesn't quite know what to say. "Max… I think you're amazing too," he chokes.

Max cracks a smile and waves the compliment away. "Aw, you're just saying that."

"No, I'm not," Leo says boldly, his voice growing stronger. "Ever since I was a little kid, I've loved your musicals, Max. And now that I've met you in person, I've grown to love… you."

Max freezes in place. He wasn't expecting this at all. Leo's breath catches in his throat and his heart pounds and the sound of blood rushes through his ears. Max asks shakily, "What did you just say?"

Then, all at once, the show tune playing over the loudspeakers stops abruptly and gives way to an important announcement. "ATTENTION: FOR THOSE OF YOU ATTENDING THE COSTUME COMPETITION, IT WILL BE STARTING IN FIVE MINUTES. ALL CONTESTANTS PLEASE TAKE YOUR PLACES AT THE FRONT OF THE ROOM."

Max exhales slowly and holds out his hand. Then he thinks better of it and shoves it roughly back into his pocket. "Are you ready, Leo?" he asks, struggling to keep his voice steady.

Leo's pulse is racing, but he nods mutely. This is something he has to do. "Let's go."


The whole room holds its breath as the judges deliberate. The competition's contestants stand in front of the crowd, showing off their dresses and suits and smiling big, cheesy smiles. Well, except for Roger, who alternates between beaming down at his production team and smirking pompously in Leo's direction. Leo's heart is thumping painfully against his chest. He smiles at the crowd, at Hold-Me-Touch-Me, at his darling Ulla. But he can't bear to look at Max. Max, who helped him so much. Max, who's been the best friend he ever had. Max, who he loves. Max, who Leo hopes against hope loves him back.

The judges return to their seats. It's all or nothing now. One by one, the contestants walked down the isle and showed off their costumes. Predictably, Leo and Roger both acquired mountains of applause. But the applause was almost an even amount between them. Leo has no idea who will win.

Please let it be me, please let it be me. I want to make Max proud… because I know now what this is I feel. I'm bisexual. I love him. I love Max. I love him.

The head judge clears his throat. "Third place," he says, "goes to…"

Please, don't let it be me.

"…a certain Miss Kiss-Me-Feel-Me!"

Hold-Me-Touch-Me's eyes narrow dangerously as the crowd claps politely. The other old woman stumbles across the stage to the judge's platform, grinning like mad. Max sinks down a little bit in his seat. Hopefully, Kiss-Me-Feel-Me won't be able to pick him out of the crowd, and if she can, she won't see Hold-Me-Touch-Me by his side. Fortunately, she doesn't.

The head judge clears his throat once more, and the applause dies down. "Second place goes to…"

Please let it be Roger, not me, not me, not me…

"…Miss Shirley Markowitz!"

Leo's head jerks up, stunned, in time to see Shirley, complete in a suit almost grander than Leo's own, run to the podium and accept her award. I was sure that one of us would win first and the other would win second. I was sure that by now I would have known which of us the winner was. But… Shirley blows a kiss out to the crowd, directly to where Ulla is sitting. Ulla's expression betrays her disgust, but Carmen, Bryan, Kevin, and Scott go wild.

Roger claps enthusiastically for his lighting designer and turns to Leo with a sickening smile. "I'm truly sorry, Leo," he says earnestly. "That suit looks absolutely marvelous on you, I must say. I was sure you'd win third place, if not second."

Screw Roger. Of course, he'd never admit I'm going to win first. Leo gives Roger a resolute nod. "I think your gown looks wonderful too, Roger," he tells the gay man with a forced smile. "You should have won second place instead of Shirley."

Roger's grin at once turns into a scowl. "Second? My dear boy, Roger De Bris never comes in second."

Leo's mouth is dry, but he can't stop now. "This year, you do," he gasps. "This year, I'm going to win!"

Roger opens his mouth to retort, but the judge clears his throat for the last time, and all at once the room is so quiet that a pin drop would ring loud and clear. Leo's heart starts racing at double time. Oh God, it's all come down to this, hasn't it? It's going to be either Roger or me… me or Roger… but who?

"First place," the judge announces dramatically, "goes to…"

Ulla stares up at Leo with the most thoughtful expression he's ever seen her wear. Hold-Me-Touch-Me is nodding her head, up and down, up and down. Carmen and his family are beaming, already sure of the winner. Leo risks a glance over at Max that makes his heart do a trapeze routine. Max's lips are parted in a tiny little o, his eyes fixated on the judge, on hearing Leo's fate. God, I love that man. God, I love him.

But who's going to win?



Both Leo and Roger gape at each other with expressions of pure revulsion. As the rest of the crowd stands up to applaud the winner, Max sinks down in his chair and moans quietly to himself. And Franz, who up until now none of them even noticed was there, gracefully glides to the front of the stage, sporting a very lifelike Adolf Hitler costume complete with a uniform and moustache.

"Danke, danke," Franz tells the crowd with a smile. "You know, back in Germany, vinning somezing like zis vould have been ze greatest honor! Zat is vhy I decided to enter zis competition! And I vould like to zank my good friends Max and Leo for informing me of zis competition in ze first place! Danke, boz of you!"

Roger gives Leo a disgusted look. "You did what?!"

Leo takes a step backwards in fear. "We didn't mean to," he tells Roger numbly. "Franz came into Max's office and we told him we couldn't meet with him because of the contest…" Leo barely knows what he's saying. His heart is somewhere down near his toes. Oh. Oh. Oh. It's over, Leo. I didn't win. Franz did. Roger's sickened expression is nothing compared to how Leo feels inside. I failed to make Max proud. Now he'll never love me back!

But suddenly, things are about to get a whole lot worse. Ulla leaps onto the judge's platform and embraces Franz with both arms. "Eet vould be an honor in Sveden, too!" she tells him excitedly, before smashing her face into his in a kiss.

Franz looks embarrassed at first, but once he realizes what's going on, he mashes his face back into Ulla's and intertwines his body with hers. Roger gives Leo another look, this time of pity. Max stands up, his mouth agape with horror. Leo's eyes roll back into his head, and before he knows what's going on, he's running, running, running, far away…

Leo slams opens the door to the bathroom and sprawls himself over the sink, tears streaming down his face and barely able to breathe. Ulla is cheating on me with Franz. Ulla is cheating on me. My wife is cheating on me. My wife cheated on me. The words echo over and over in his head, but it still doesn't seem any more real, or hurt any less.

The man I love probably hates me now for losing, and the woman I'm supposed to love loves someone else. What the hell is wrong with me? Why am I such a failure at everything? Is it so hard to find someone I love who loves me too?!

After a few minutes of pure misery, the bathroom door slowly creaks open and Max cautiously slinks inside. Leo looks up at him, tears still flowing freely down his cheeks. Max lets out a long, low breath. "God, Leo, what is wrong with you?" he mumbles, flexing his fingers into fists and then loose again in frustration

Leo lets out a sob. Here it comes. Max is going to hate me because I lost. Now I'll be out of a job, out of a home, and I'll have no one who loves me at all. "I'm sorry, Max," he manages to choke through his tears.

Max looks taken aback. "Sorry? All I meant was that you should go grab your wife, for heaven's sake!" Max tells him with a roll of his eyes. Now it's Leo's turn to be confused. Max isn't mad at him? Why? "Leo, don't take this the wrong way, but you really need to learn to stand the hell up for yourself! Are you just going to let the woman you love run off with some Nazi?" Not that I think Leo should have married Ulla in the first place, Max thinks privately. She's gorgeous, but somehow I've never trusted that girl for a moment. She would have been a great fling, but I can't see her as anybody's wife, especially not Leo's. What if he gets her back and then she cheats on him again? What is he going to do then? I don't want Leo to go through any more trauma than he already has, but of course, more than anything, I want the little guy to be happy. And if Ulla makes him happy, then who am I to deny him of that?

Leo is staring at him open-mouthed. "You're not mad?" he says numbly.

"Of course I'm not mad. Why would I be mad? But you're not going to let her run off with a Nazi, Leo," Max reminds him impatiently. "So go chase after her, for God's sake! She's your wife! You love her!"

Leo can't believe his ears. "I thought you would be mad that I lost the contest," he tells Max quietly, his tears a little less violent now. "I thought you wouldn't lo—like me anymore."

Geeze Louise, this guy is fragile. Any little thing that goes wrong wrong, even if it's not at all his fault, he thinks someone's mad at him for it. What the hell happened in his past that made him so scared? Never mind, it doesn't matter. I just want to make him not scared anymore, at least not of me. I want him to be happy. I want… goddammit, why do I care about this guy so much? It's not like I love him or anything. I'm not gay. I'm not gay.

"I'm not g—mad, Leo," Max says with a gentle smile. "Why wouldn't I like you anymore? It's not your fault Franz is amazing at designing clothes. Who knew?" He chuckles quietly to himself, gazing into one of the mirrors above the sink. "Plus, all I really wanted was to put Roger in his place. We told him that someone else would win this year, and sure enough, someone did. So in a way, we did beat Roger, Leo. Don't think for a second that I don't like you." Is that what Leo meant when he said he'd grown to "love" me? That he likes me? That we're friends? Leo loves me like a brother. Leo doesn't love me as a boyfriend. He's in here sobbing his eyes out because his wife cheated on him. His wife. That means he loves her. He loves Ulla. He doesn't love me.

But why does the fact that he doesn't love me as more than a friend hurt so badly? Maybe I am gay. Or bi. Or something. All I know is that I'm in here in the bathroom watching Leo crying, and all I want to do is take that little guy into my arms and tell him that everything's going to be okay and have him feel safe because he's with me. Is that romantic love? Maybe. Probably. I don't know anymore. All I know is that I love him. There, I said it. I love him.

Leo just stared at the other producer, slowly wiping off his tears with the back of one sky blue sleeve. Max isn't mad? Okay. But he still doesn't love me the way I love him. "Really?" Leo manages to croak.

Max sighs. "Of course really," he tells Leo with a grin. "We're partners, Leo, through and through." Then he pauses. I have to say it, even if I don't want to. "Now what are you waiting for? Go give Ulla a piece of your mind!"

Leo draws in a low, rattling breath, then says defiantly, "No."


"Ulla wanted to kiss Franz. If the two of them are happy together, then who am I to tear them apart?" Leo attempts a small smile. "If I forced her to come back and be my wife again, she would still like Franz. I can't make her love me, after all. I don't even think she loved me in the first place." Max is gaping, but Leo is completely calm. I think I've known this all along, but I didn't want to believe it at the time. But now I do know, and it's okay, it's okay. "It's like you said, I look like a god. I don't mean to be egocentric or anything, but I'm sure Ulla was just attracted to me physically and married me so that I would have sex with her. Actually, I think I was just physically attracted to her, too."

Max struggles to keep up. He can't believe what he's hearing. "So you don't love—"

Leo shrugs. "I never believed that a woman that beautiful could fall in love with me, so when Ulla did want to marry me, I agreed, even though I didn't love her, and I'd only known her for a couple of weeks. Our relationship was going to end sooner or later. I might as well be disillusioned now." Leo laughs. He just found out his wife is cheating on him, and he laughs. "No beautiful woman would ever fall in love with me."

"Leo…" Max steps forward, feeling his heart break inside his chest. "Leo." Is this what he's been keeping inside? He married a woman he doesn't love? He knew she didn't love him back? Leo… I love him. It's not like Ulla, where she just wanted his body, because I don't think about Leo like that at all. I do love him. I really do. And suddenly, Max's knees buckle as he is hit with an epiphany so strong it almost knocks him over. And Leo said he loves me too, didn't he?

"Max?" Leo asks softly, his face now free of tears.

I have to choose my words carefully. I don't want to hurt Leo like Ulla did. "Leo, when you said you'd… grown to love me. What did you mean by that?"

Leo's heart starts racing once again. This is it. This is it. I have to tell Max about my feeling. But somehow, after all he's been through, this is one moment where Leo isn't afraid. "I meant what I said, Max. I love you."

"No, I mean, when you say love. Do you mean you love me as a brother? Or…" Max can't finish his sentence out loud. It's too much to hope for, too much to ask.


Oh my God. "Like a best friend then?"

"No, Max. You know what I mean." It's all come down to this. Either I win or I lose. Either Max loves me back, or he doesn't.

Oh my God, did he really just say that? Max can't believe his ears. He doesn't know what to say. He barely realizes that he's rushing forward and scooping Leo into his arms, and suddenly both of them are crying. Max never cries, and usually when Leo does, it's out of fear. This is the first time either of them have ever cried of joy.

"God, Leo, I love you."

"I love you too, Max."

"I can't believe this is happening."

"Me neither."

"When did you find out?"

"I think I've always known. I just didn't believe myself."

"Me too."

"Oh my God."

"I love you I love you I love you."

"I love you so unbelievably much. So much more than Ulla."

"Oh my God."

Just then, as the two men are sobbing and practically on top of one another, the bathroom door creaks open and Ulla peers her blonde head inside. Leo doesn't pull out of his embrace, but cranes his head to look at her, and the two survey each other for a full minute without either one breathing. Ulla is waiting for Leo to get mad, but the fight never comes. Then Ulla says fairly cheerfully to Max, "De old voman ees looking for you."

"Hold-Me-Touch-Me?" Max scowls. "Screw her! I've got someone else to hold and touch at the moment, thank you very much!"

Ulla just stares at the two men together. "Are Leo and Max comeeng out of de badroom soon?" she asks blankly. "Because, Franz and I were deenkeeng—"

"Go make out with Franz in the girls' room," Leo tells her curtly. "Max and I are busy."

Ulla shrugs and ducks back out of the room. "Okey-dokey."

Once she's gone, Leo laughs. "What an idiot."

Max smiles. I'm so glad that Leo's okay. I'm so glad he loves me too. "So are we picking up where we left off or what?" he teases.

Leo blushes. "Yes. Now you've got no competition, Max."

"Well, I know I'm no beautiful woman, Leo," Max jokes, "but I hope you'll take me instead."

Slowly, seriously, Leo nods. "I'll take you."

And when the two lean in for their first ever kiss, this time they're not interrupted.