To say that you hadn't been sleeping well would be a vast understatement. In fact, you hadn't been sleeping at all for the past few nights and it had some of your close friends worried.

Of course none of them were concerned enough to come over and help you find a way to get some sleep.

Finally you reached your tolerance level, and whether it was your sleepless delirium or simply an instinctive impulse, you found yourself calling Romano for help.

Only after you had already hung up the phone did it occur to you that Romano was probably the least likely person in the world (except possibly Russia) who would actually do what you had requested.

Still, he had helped you before when you needed cooking advice...

You were pulled suddenly out of your train of thoughts when the doorbell rang. You rushed to open it and, much to your surprise, there stood an irritated Romano.

"What the hell? Why am I here?"

You fidgeted awkwardly, "Well... I can't sleep..." you pouted, as you shut the door behind him.

"You can't sleep?! Well what the hell do you want me to do about it? i don't care if you sleep or not."

You shrugged, "Ummm... maybe count sheep or something?"

"Why do I have to count sheep for you anyways? Can't you count them yourself?"

You glared at him.

"What?!"

You had had enough, "I called you over here cause I thought you could help Romano! We're friends right? But I guess helping a friend in need is too much to ask from you!"

"Hey!"

"Heaven forbid you count stupid sheep for someone who can't sleep! I'll just keep not sleeping until I get so tired I fall asleep while I'm driving to a conference and crash my car into the ocean! Would that make you happy? But hey! At least you didn't have to count fucking sheep!"

Romano sighed, "Fine, I get it. You're not Veneziano so you can stop with the dramatic screeching! The faster you go to sleep the faster I can go home right? Find a place to lay down you bastard."

You grinned, glad he had finally seen things your way, and tromped up the stairs to your bed, where you plopped down unceremoniously and snuggled into the covers.

Romano leaned against the door frame, his expression somewhere between boredom and irritation as he began to count.

"One sheep. Two sheep. Three sheep. Four sheep. Five sheep. Six sheep. Seven sheep. Eight sheep. Nine sheep. Ten sheep."

You stared at him, watching the way his lips moved as he counted, and the way he kept that cute pouting look on his face while he did it.

His gaze fell on you, "Huh? What are you looking at me for? You wanted to fall asleep right? Well at least try to sleep! Hurry up and close your eyes!"

You grinned again, "Sorry Romano," you said sheepishly as you closed your eyes.

"Close them tighter!"

You did.

"Good! Now listen up I'm continuing where I left off. Eleven sheep, twelve sheep, thirteen sheep, fourteen sheep, fifteen sheep, sixteen sheep, seventeen sheep, eighteen sheep, nineteen sheep twenty-"

You peeked up at him, curious to see if he was still pouting.

"GO. TO. SLEEP. YOU BASTARD! I'm counting sheep for you! Why do I even have to count sheep?! Why can't I count pizzas or tomatoes instead?!"

You fidgeted again as Romano continued his rant "It's not like I HAVE to count sheep right?! I don't even like sheep! I'm counting tomatoes instead!"

"But you're supposed to count sheep!"

Romano pointed his finger at you, "You shut up! I'll count whatever the hell I want!"

You pouted at him, "but everyone counts sheep, tomatoes might not work."

"What's with you?! If you have a problem with it I won't count jack shit. Just shut up and listen stupid."

"Twenty one delicious tomatoes, twenty two delicious tomatoes, twenty three delicious tomatoes, Twenty four delicious tomatoes, twenty five delicious tomatoes..."

You felt your body begin to relax.

"Twenty six delicious tomatoes, twenty seven delicious tomatoes, twenty eight delicious tomatoes, twenty nine delicious tomatoes, thirty delicious tomatoes..."

Your eyes slowly started to droop as you let out a tired yawn.

"Now you're finally getting sleepy you son of a bitch! This is embarrassing so hurry up and fall asleep so we can forget this ever happened you moron!"

You shifted slightly, looking up at him through half-lidded eyes.

"Still, counting tomatoes seems to be more effective than sheep. It figures that my idea would work better. See? I told you my idea was better! Tomatoes are the best... ahhh, now I feel like eating pizza..."

"Well why don't you go and eat a pizza?"

"Huh? I can't eat one now! I have to put you to sleep first stupid. Now shut up and go to sleep!"

You chuckled softly, but complied.

"Thirty one delicious tomatoes, thirty two delicious tomatoes, thirty three delicious tomatoes, thirty four delicious tomatoes, thirty five delicious tomatoes, thirty six delicious..."

You slipped into glorious blissful sleep.

"Heh sound asleep! Damn you're a handful to deal with you jerk..."Romano smirked down at your sleeping form, "Well that was embarrassing, this has to be the uh... let's see... 200th time I've had to deal with something embarrassing since I was born."

Now he seemed to be talking more to himself, "There was that one time I wet the bed, that time I got blasted off, and how was I supposed to know there was an old man behind me?!"

He sighed, glancing back at your sleeping form, "You worked me hard today you bastard!... I think I'll go and have some wine before going to bed.

He yawned as he leaned down, knowing you were too deeply asleep to even be half way aware of what he was doing.

You had been friends since childhood after all, so it wasn't like he could admit that he actually liked you, or that you were actually cute when you slept.

He kissed you gently on the forehead, "Buona Notte _Y/N_..."

Bonus ending:

You woke up to a growling stomach.

"Romano! Dammit! I dreamed about dancing tomatoes named Bob!"

Yay! Veggietales reference! Anyway, This was a request from my dear buddy makaidemonqueen652! Hope you liked it! For those of you who don't know it goes with the goodnight with romano track on youtube. ;)