A/N: This story is slightly AU. My take on Leo's backstory. Not much is mentioned about his past in the show, so I thought that this was a very possible situation. Frank and Julia adopt him when he's young, and they help him adjust to his new life. Let me know what you think!



Julia sat by Leo and let him watch TV for most of the night while she red through the script. At around nine she noticed he was starting to doze off so she helped him into the bedroom and he did everything he was told, without a question. He climbed on the big bed and curled up in the sheets. Julia smiled, and gave him a stuffed animal, and he just let it lay there by him. She left the nightlight on and went back to the living room to sit with Frank.

Leo tossed and turned in his new bed, it was bigger than one he had ever had before and he just wasn't used to sleeping on something that comfortable. He tried hugging the stuffed animal but it didn't help him so he threw it at the wall.

He noticed it had started raining, he could never sleep when it rained cuz he had to sleep in the attic sometimes, and it was always really loud and usually cold. He just sighed, he didn't think his new home wasn't any better than before.

He tried to pretend that the storm growing outside didn't scare him, but it did. And usually he would try so hard to hold in a scream, or not to wet the bed. He wasn't sure how Frank and Julia would react to him doing either of these things so he just laid stick straight in bed, listening to the thunder and loud rain.

Julia struggled to keep her focus on the lyrics to a song when the storm grew stronger and loud claps of thunder shook their home. She realized it was nearing one AM and decided it was time for bed. Frank had already gone upstairs and was probably sleeping. She turned off some lights and made her way to her bedroom. She decided to check on Leo and walked by his room. From the shadow of the nightlight she realized that he was laying stick straight in bed and the teddy bear had been neglected on the floor.

She sighed, slowly walked in and picked up the teddy bear from the floor. She noticed the little boy flinch at the sound of the thunder and wasn't surprised that he was scared. She walked around to the other side of the bed and put the bear next to him again. He flinched when he saw her hand but she placed it on his shoulder. "shhh"

He jumped at the touch, why was she telling him to be quiet. He was freaked out and was afraid he'd gotten in trouble for throwing the bear on the floor. She started rubbing his shoulder and sighed, she knew he had to be confused.

"it's okay kiddo" she whispered, trying to calm him, but she knew that since this was his first night it would be rough and he might not get much sleep.

He whimpered when the thunder shook the windows and he accidentally let out a tiny scream. He was terrified, he was in a new home, and it was storming, which was something he hated and that scared him. He didn't know what his punishment would be for screaming, at his old house he was beaten and wasn't allowed to eat or even bathe for at least a week.

"what's wrong?" Julia asked him. She knew he was terrified, but she wasn't sure if he knew how to tell her.

He was really confused, he wondered if crying would be enough to get his message to her that he was terrified of the storm and he was really confused. He decided to let a few tears fall and before he realized it he was scrambling to control his loud sobs.

Julia's heart broke for the little boy, she wasn't sure if he was ever allowed to cry and let his feelings out when he was at his old home. She moved around to the side of the bed to face him and he inched away from her. She sat on the end of the bed, "it's gonna be okay kiddo"

He jumped when she started talking to him but whimpered and continued to cry. She smiled at him and noticed he was struggling to calm down. He had always wanted someone to be nice to him and he wasn't sure if his new foster mom would be that person that would take the time to be nice to him and hold him when he cried.

He decided to sit up because he just couldn't take the loud noises from the storm anymore and was terrified. Julia smiled, "come here kiddo"

Leo shrugged but started to scoot closer to Julia and she put a gentle hand on the little boy's shoulder, "it's okay to be scared"

He didn't understand why she was saying this to him, he was told he wasn't allowed to make a sound or have feelings, so he was really confused. He hung his head but Julia could feel his shoulders tense up when it thundered again.

"is the storm scarin you sweetie?" she asked, she had a feeling that it was. She knew that it was common for kids to be scared of thunderstorms, but Leo was terrified. He remembered a day at school where it had started to storm and he was so scared he started to cry when the electricity went out, and some of the other kids made fun of him, and nobody did anything to help him. Since then storms always terrified him but he struggled to keep it in because he didn't want to be laughed at.

He wanted to tell her yes, he wanted to just cry and scream and hide from the storm and everything else that scared him but he had no idea what would happen if he did. Julia noticed the apprehension that was clearly written on his pale face, "you can tell me buddy"

Leo was a little surprised that she was giving him an option to talk, but he decided to nod at first, and see what her reaction would be. Julia smiled, and let him come closer to her. She handed him the teddy bear that had been neglected again and he clung to it. He jumped when it thundered again but Julia started to gently rub his back and he decided that he wasn't going to get hurt so he leaned into her. She wrapped her arms around the terrified little boy and held him close.

He already felt safer when she held him close, but it was a new feeling to him so he was still scared and completely exhausted. Julia started rubbing his shoulder and whispering calming words in his ear. He'd never had someone do this for him before but he decided it was nicer than getting hit and yelled at by his parents that were high.

Julia held him close when it continued to thunder and told him that he was safe inside, and that it couldn't hurt him. She just sighed when she felt the hot tears soaking her shirt.

He was struggling to decide if he should tell her about what happened at his school, but from his past experiences talking about school just didn't seem to do him any good. He also knew that telling someone he was scared was also a bad idea, he often got made fun of, and his parents didn't seem to care that things scared him.

What he didn't realize that Julia was a different person, and that she wanted to help him heal, and have a better life than what he did before. He didn't understand why she was holding him, and the things she was saying and the way she was rubbing his back actually made him feel better.

Julia was thankful when the storm decided to dwindle away and it was only raining. She noticed the little boy had stopped trembling, but he was still crying. There was no doubt in her mind that one of the things the young boy was scared of was thunderstorms. She knew that was something she had to work on with him, or at least talk about. She continued to rub his back and started to gently rock him in hopes of calming him and helping him sleep.

Eventually Leo fell asleep, but it was no where near the peaceful sleep he was wanting. He was unsure of what would happen the rest of the night. He was so used to loud noises and the sounds of his parents fighting that he was a little afraid of the quiet house.

A/N: I hope you guys like this! Let me know what you think.