Disclaimer: "Scarecrow and Mrs. King" is copyrighted to Warner Brothers and Shoot the Moon Productions. The plot is mine, but not the characters. This story is meant for enjoyment purposes only. No infringement is intended.

AN: This story is in response to Janet's "show tunes" challenge. Being a long-time fan of musicals, I had a lot of ideas jump out at me all at once, but this is the one that struck me the most. I may flesh out my other ideas another time, but for now, I'm going with "Put on a Happy Face," from Bye Bye Birdie. The song was composed by Charles Strouse. Set during "Utopia Now," and just a tiny bit AU to give us the kiss we were cheated out of.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

As they shifted uncomfortably to settle down for the night, Lee groused, "Amanda," as he felt a pull on the chain that bound them together.

"Shh..." she hissed, knowing that the bad guys weren't far away.

"I like to sleep on my right," he informed her testily.

"Yeah, well, I like to sleep on my left side," she retorted huffily.

Lee let out a groan. There was no way either of them was going to get any sleep this way. Thinking of her earlier compliment to him about how he always looked for the silver lining and his response that it was no business for a pessimist, he took a deep breath to calm himself. After all, it wasn't her fault that they were in this mess, so why should he take it out on her? "Here," he nudged her gently in an attempt to get her to turn back over to face him and give them both some slack in the chain.

"What!" she snapped without turning around. She was tired, cold and scared and he was having a fit because she was trying to make herself as comfortable as possible. Why?

"Amanda," he prodded in a gentler tone. "I have an idea to make us both happy."

She finally turned to him and glowered at him incredulously. "Happy? Are you kidding me?" She held up her manacled arm. "We're chained together, trapped in the swamp by a battalion of killers; I'm cold, I'm hungry, I'm scared and I just wanna' get some sleep. Unless you can think of a way to get us out of this, I don't see either of us being happy."

"Well, how well do you think you're gonna' sleep...or either of us is gonna' sleep like this?" She had a logical mind as she was always pointing out to him, surely she could understand that he was trying to propose a compromise. He let out another sigh. "Look, if you'll just shift positions with me...you move over to this side and I'll move over to that side; then you can sleep on your left, I can sleep on my right and without yanking the chain."

Amanda laughed dryly. "Yanking the chain?"

Lee couldn't help laughing at his own choice of phrasing and shrugged. "Okay, bad choice of words, but, hey, it got you to put on happy face for a second."

"Well, your idea does make sense," she acknowledged and made a move to reverse their positions.

As they maneuvered around each other within the limitations of their chained-up wrists, Lee couldn't help humming. Why was it always at the most bizarre times that a song would get stuck in his head? His mind flashed back to when he was not quite thirteen and had seen the musical, Bye, Bye Birdie with his young girlfriend when he'd let her pick the movie and the image of Dick Van Dyke's exaggerated movements to try to get Janet Leigh to smile made him laugh out loud.

"What?" she questioned as she settled into position, still irked with him for his irritation with her.

He began softly singing to her. "I knew a girl so gloomy, she'd never laugh or sing. She wouldn't listen to me. Now, she's a mean old thing."

"HEY!" she protested as she slapped playfully at his chest.

"Take off the gloomy mask of tragedy.It's not your style.You'll look so good that you'll be glad you decided to smile."

"That's the wrong order," she admonished him.

"Who cares?" He shrugged as he pulled her closer and wrapped his arms around her the way that he had earlier. "You get the point."

She nodded. "This was a good idea," she acknowledged as she snuggled against him and laid her head against his shoulder. "We'll stay warmer this way too." Maybe a little too warm, she mused as she recalled their near kiss earlier.

"Pick out a pleasant outlook. Stick out that noble chin. Wipe off that full-of-doubt look. Slap on a happy grin," he continued with the song.

When he started singing again, she glanced up at him and gave him a small smile. He really did always try to make the best of bad situations. She found that she couldn't help herself joining in.

"And spread sunshine all over the place...And put on a happy face," they finished together. They silently gazed at one another for the moment and Lee used one hand to smooth her tousled hair out of her face and found himself magnetically drawn to her just as he had before they'd been interrupted by Sacker and his men. He tightened his arms around her as much as he could with being hampered by the chain and gently brushed his lips against hers. When, contrary to his fear that she'd balk, she slid one hand up his face and to the back of his head to deepen their kiss, he let out a soft sigh. He lightly teased her lips with his tongue before he pulled back to look at her, pleased to see a real smile on her face this time.

Amanda was elated to see that Lee's grin matched her own. "Now, that's the way to put on a happy face," she told him with a contented sigh as she burrowed against his chest.

"Sure is," he concurred as he planted a kiss on the top of her head and they drifted off to sleep together.