Leopold Bloom was afraid of many things: rain, abandonment, pressure, crime, most people, his old boss, and even mountains. However, there was one thing that seemed to scare him more than anything else.

Dogs.

Leo had been afraid of dogs ever since he could remember. His neighbors had a huge dog that lived next door. Some German Shepherd mixed with Labrador mixed with creature of the abyss. Every day, on the way home from school, he was barked at, growled at, and lunged at through chain link fence.

Until the day that the chain link fence had a rusty gate latch.

Leo doesn't like to remember that day, but he relives it each time he's face to face with one of the things. Usually, he'll just jump when he sees someone walking their poodle, and Max will give him a pat and lead him away, convincing him that it was alright.

But Max couldn't be there all the time. And this was no poodle.

-x-X-x-

The young Broadway producer walked down the street, just after finishing a late lunch at Sardi's. He was headed to the dry cleaners, to pick up his hat and cape, as well as the hat and cape of his business partner and best friend, the legendary Max Bialystock. Then, he would be headed back to their apartment. The two producers had been living together ever since Leo and his ex-wife, Ulla, had gotten divorced.

Leo glanced at his pocket watch. Three-thirty. He was in no hurry - the dry cleaners were open until eight o'clock. Humming a tune from 'Springtime for Hitler', he walked with a bit of spring in his step.

The spring was lost as he started to hear yelling and screaming. He turned around, trying to find the source, but had no such luck. Eventually, the screams began to grow closer, and he was able to make out what they said.

"Stop him!"

"Quick! Back around 34th!"

"Get him, Rudder!"

Rudder? Rudder hardly sounded like a person's name. Before he could make the connection, someone ran into him, hard. Leo let out a scream as both of them crashed into the pavement. Luckily, Leo had been wearing a suit, so he wasn't too hurt by the fall.

Terrified, Leo struggled to get up. However, the man who had knocked him over was trying to get up faster, punching at Leo in an attempt to push him away. Leo let out a yell, and tried to shover the large man off of him.

If it wasn't bad enough, Leo heard the fast approaching sound of barking. A German Shepherd landed in the mix, and mistakenly targeted Leo. He sank his teeth into Leo's arm, shaking him back and forth.

Leo went into hysterics. He yelled nonsense gibberish as the dog shook him. The dog couldn't bite through his jacket, but he was making a valiant effort. Leo grabbed the dogs head and tried to push it away, not thinking clearly. All that was going through his mind was, 'Dog. Off. Now!'

Suddenly, the man who had been in pursuit got up and bolted. The police dog, realizing its mistake, released Leo and ran off.

The police ran straight past the frozen Leo, who couldn't move. He took short, shaky breaths, shivering in absolute terror. Even after the sound of claws clicking on pavement and officers shouting orders faded away, he was still rooted to the spot.

'Get away...' he thought. 'Get home...'

Fighting against his fears, Leo started to crawl down an alley, practically rolling. He couldn't find the courage to stand up, but he did manage to work his way to the other end of the alleyway.

The alley opened up into an open lot, which a group of boys was using as a basketball court. A basket had been nailed into the wall of one of the buildings. A basket was made just as Leo rolled onto the court.

"Well well, what's this?"

The largest of the boys walked up, the rest of them gathering behind him. Another boy grinned. "Looks like a mouse, boss."

"Yes, that it does." The boy grabbed Leo by the back of the shirt and lifted him off the ground. Leo, curled in a ball, merely squeaked. The boys exploded into laughter. "Well, look at that! It is a mouse!" He leaned in close to Leo. "Okay, mouse-boy. You've got to understand that this our turf. Not yours. Understand?"

Leo didn't budge. "I said, DO YOU UNDERSTAND?"

Leo remained silent, shivering, murmuring a nonsense chirp or squeal every few moments. The boys chuckled.

"Whatever. Get out of here, freak." The boy threw him, intended for him to land on the soft grass in the lot. However, he underestimated his strength, and had instead slung Leo straight into the brick wall of the building.

The boys gasped. The leader's eyes went wide.

Leo had stopped whimpering.

"Let's get out of here, boys!" At the order, the boys scattered, running out towards the street and down the sidewalks, out of Leo's sight.

Once they had disappeared, Leo let out a moan of pain. Everything hurt, mostly his left side. Physically and mentally exhausted, he started to drag himself closer and closer to the sidewalk, keeping to the edge of the wall. After pulling on tufts of grass and moving almost two feet, he gave up. Body bruised, brain battered, and clothes tattered, he curled up into a ball.

It wasn't too bad until it started to rain.

-Two Hours Later-

A small family of three was walking down the sidewalk. The mother and oldest child, a boy of about fourteen years, were standing under one umbrella, with the boy closest to the street. On the other side of the mother, holding her hand, was a young girl, around the age of eight, with her own umbrella. They started to walk closer to the lot.

"Hey, Mommy! Look!" The little girl stopped, and pointed at Leo. From a distance, Leo looked a lot like a ripped up garbage bag.

The whole family stopped with her. "What is it, Daisy?" the mother asked. Daisy pointed again.

"Right there, Mommy!" she protested.

The mother squinted her eyes. "Oh, it's just a bag of trash, darling." They started to walk again. However, the closer they got, the more the mother doubted herself.

"Mom." The boy stopped. "I don't think that's garbage."

The mother nodded. The three of them approached the 'bag'. Up close, it was easy to see that it was a person, soaked to the skin, his teeth chattering uncontrollably.

"Oh my goodness!" The mother bent down next to him. "You poor man! Can you hear me?" Leo responded with a high-pitched squeak, and shook harder. "Oh dear...Jackson, help me lift him, alright?"

Jackson obeyed. He carried Leo's legs while his mother carried his torso. Daisy walked beside them. The mother shifted Leo in her arms to hold him better, causing Leo's hand to fall, so it hung down. Daisy took hold of it.

-x-X-x-

When Leo started to come to, he was aware of blankets. Lots of blankets. He opened his eyes, and saw that he was in a strange house, wearing clothes that weren't his, and layered under at least six blankets. Still in slight hysteria, Leo let out a startled yelp.

"Oh! You're awake!" The mother rushed into the living room, a list in her hand. "My dear, are you alright?"

"Am I..." Leo murmured. "Where am I?"

"You were freezing to death out in the rain," the mother explained. "We brought you in. My name's Annabelle. Annabelle Richards. Can you tell me your name?"

Leo shook more. Dog. There was a dog. And people. And...

"Max...where's Max? Dry cleaners...his hat..." Leo went off on tangents, not being able to stay on one subject.

"Okay, sweetie. Can you give me a phone number? Of your wife, brother, friend?" She bent down in front of him, coaxing him lightly.

Leo gritted his teeth. Strange woman...she'd said something about the rain...and death. Who'd she kill? Max? Leo let out an estranged wail, squeezing his eyes shut.

"Hush! It's alright, it's alright!" Annabelle tried to pat him on the shoulder, but Leo jerked away.

Alerted by Leo's yell, Jackson and Daisy came down the stairs. Annabelle spotted them, and gave them a look that said, 'stay there'.

Leo rocked back and forth slowly, muttering, 'never go back, never go back' over and over. Annabelle tried again. "Honey, can you give me a phone number? Please? I need to get you home."

"Can't go, can't go, can't go..." Leo was completely gone, lost in his own mind. However, his subconscious must have registered 'phone number' this time, because he stopped shaking for a moment. "5...6...3..." He paused, starting to shiver once more. Annabelle scratched the numbers down. "1...3...4...9." He coughed lightly, curling his head closer to his chest.

Annabelle smiled. "Thank you, honey. Very good. Now, can I get a name? Your name?"

"Can't go back, can't go back, can't go back..."

Annabelle sighed. She stood up, and walked into the kitchen to use the phone.

Meanwhile, Jackson and Daisy crept down the stairs. Jackson went into the kitchen with his mother, but Daisy walked over to Leo.

"Hi!"

Leo's rantings became louder. "Can't go, can't go back, can't go back!"

Daisy tilted her head to the side. She lifted her hand and patted Leo's head. "It's okay, Mr. Stranger. It'll be okay. My mommy said so."

Leo fell into another round of jerky spasms, his shoulders shifting constantly. Daisy gave him a few little pats, and then wandered off to sit on a chair. She continued to watch Leo.

In the kitchen, Jackson watched as his mother dialed the number into their phone and pressed it to her ear.

-x-X-x-

Max Bialystock was not famous for being patient.

He was currently pacing back and forth in his office, waiting for the return of his business partner, Leo Bloom. It looked nasty outside, and he was mad that he was going to have to walk home in the rain. He was also mad because he was still at the office.

"How long does it take Leo to get dry cleaning?" He voiced aloud, stopping from his pacing a moment to pull out his pocket watch.

"Eight thirty? How long have I been pacing?"

He rushed over towards the phone. A second before he could place his hand on it, it started ringing.

"Oh. Okay, then." He picked up the phone.

"Hello?" he asked.

"Uh, yes, hello there." Annabelle, unsure of how to explain this, tried to sound polite. "My name is Annabelle Richards." She paused for a moment. "Would you happen to know a young man, brown hair, who is slightly unstable? You know, in the head?"

Max's eyes flew wide. "Leo? My God, what's happened?"

"We found him on the street, soaked to the bone. He's very...distressed."

Max sighed with relief. "But he's safe! Oh, thank you! Thank you, thank you, thank you! I'll be right over!" He dropped the phone, grabbed Leo's blanket off of the desk, and ran out the door.

A few moments later, he ran back into the room, and picked the phone back up again.

"Um...could I have the address?"

-x-X-x-

Annabelle opened the door and ushered a frightened Max inside.

"You must be the man I talked to on the phone," she said. "I'm Annabelle."

Max nodded politely, but it was obvious that something else was on his mind. "Yes, well, introductions later, perhaps? Is Leo alright?"

The tips of Annabelle's lips turned up slightly. "He's a little...hysterical, but...I'm not sure," she finally confessed. She led him into the living room, where Leo was curled up on the couch.

"Can't move...can't move...can't move..."

Annabelle, Jackson, and Daisy watched as Max bent down in front of Leo. "Leo, come on, Leo. Beautiful, lovely Leo! What happened? Tell me, Leo." He rubbed the blue blanket on Leo's face.

Slowly, Leo's hands appeared from under the blankets and softly took the blanket from Max, pressing it to his face. He reached out with one hand and clutched at Max's jacket. "Dog..." he murmured. "There was a dog. A big one. It jumped on me...bit me...I..." After drifting off, he let out a sigh.

"Shh..." Max stroked Leo's forehead. "It's alright, Leo, glorious Leo. Just calm down. Calm...calm..."

After a minute or two of coaxing, Leo sat up, his dull eyes brightening. He looked over at the Richards. "Oh, I'm so sorry. I've caused you a lot of trouble, haven't I?"

Annabelle smiled. "No trouble at all, Mr...?"

"Bloom," Leo filled in. "Leopold Bloom, ma'am. And this is my business partner, Max Bialystock."

Max nodded. He helped Leo get to his feet. "C'mon, Bloom. We better get you back to the apartment while the rain's softer."

Leo nodded shakily. He looked at Annabelle. "Um, could I use your bathroom?"

Annabelle nodded. "Sure! It's right back there," she informed him, pointing in the direction of the bathroom. Leo followered her directions and disappeared.

Annabelle turned her attention to Max once Leo was gone. "So, Max Bialystock...What was that all about?"

Max chuckled. "He just has severe problems with fears. Compulsory. The only things that can calm him down is myself and that blanket."

Annabelle tried to piece it together. "Panic attacks?"

Max shrugged. "Something like that. He really is a smart guy, he just has some issues. "

"I'm sure," she said. "So...same apartment?" One of her eyebrows was raised.

"Oh! No, not like that." Max laughed. "We've been sharing an apartment ever since Leo's divorce. Brothers, cell mates, business partners. Everything in one."

Annabelle laughed. "Cell mates?"

A sheepish grin appeared on Max's face. "Eh, yeah. Nothing too serious. Fraud, you know. Damn IRS..."

Annabelle continued to laugh. The sound of a door opening caused them both to turn their heads. Leo approached them.

"There's my pet mouse!" Max grinned, grabbing Leo by the shirt collar.

Leo rolled his eyes and detached himself from Max. "I see you two are getting along?" he observed.

"Yes," Annabelle confirmed. "Max was just informing me on your time in the 'big house'."

Leo's eyes widened. "Dear God. So much for making friends." He leaned over so that his mouth was next to Max's ear. "Must you tell everyone our criminal records?"

"Of course!" Max slung an arm around his business partner. "It's about the only thing interesting about you!"

"Gee, thanks," Leo made a face, and then turned to Annabelle. "I can't even begin to thank you, um...could I possibly have my clothes back?"

Annabelle nodded, with a giggle. "Yes, I'll be right back." She started to ascend the stairs.

"So." Jackson, who had been pretending to be interested in the conversation, walked over to stand near the two producers. "You're the real Bialystock and Bloom? Like, the producers of 'Prisoners of Love'?"

Leo smiled. "That's us! Leo and Max."

"Max and Leo," Max muttered.

"It sounds better as 'Leo and Max'," Leo pointed out. "But, I'll admit, 'Bialystock and Bloom' sounds better than 'Bloom and Bialystock.'"

Max grinned. "Good."

Jackson considered all of this. Then, he nodded. "Cool."

Annabelle returned, with a bag in her hand. She handed it to Leo. "Here's your clothes. The ones you're wearing were some that my husband left when we split, so I don't care what you do with them."

"Oh, a divorce? Sad, very sad," Max murmured, nudging Leo with his shoulder. Leo shot him a glare, and then looked at Annabelle.

"Thank you, again, so much. I apologize for my...problems." Leo's face flushed crimson, and he avoided eye contact. Annabelle laughed.

"It really wasn't any trouble," Annabelle reassured Leo. "I can't imagine what would've happened to you if we hadn't found you."

"I know," Max interrupted. He waited a few moments. "Nothing. He would've been dead!" He burst into a fit of laughter. The Richards looked shocked.

Leo slapped Max on the arm. "Max!" He quickly looked at Annabelle. "I apologize for my partner's blatant sense of humor."

"No problem at all," Annabelle said, offering a small, forced laugh.

After a bout of silence, Leo spoke up. "Well, I suppose we best be going. We don't want to bother you any more than necessary."

"Oh! But it was no trouble," Annabelle said kindly, walking to the door. She opened it, and the two producers walked out onto the street.

"If you ever need us, you have my number!" Max reminded her, as they started to walk away.

Leo smiled. " Good bye, and thank you!"

Daisy, holding hands with her mother, waved. "Bye, Mr. Stranger!"