NOTE: My friend Christie (xxakatsukiloverxx) inspired me, once again, for the idea that sparked this fic. In all her free time at camp, she was writing this ridiculously long, complex outline for an AU Naruto fanfic, which made me desperately want to write some kind of alternate universe myself. Slowly, "Backstage" was born, and I made an outline myself—well, it was really more like a list of bullet points, each one an event that would move along the story, and it wasn't nearly as long or grand as Christie's (or as color-coded). In the end, I was very happy with my plot, and by the fact that I finally had a good idea for Producers fanfic. I just never did anything with it. I think it was Marzy's (PhantomBialystock's) request for Producers crack couples that sparked me actually starting the fic, because I ended up mentioning my beloved Ulla/Franz pairing in response. Ulla/Franz reminded me of their friendship in "Backstage," and out of boredom and sudden inspiration I decided to type it up. I was also greatly inspired to continue this by the arrival of The Producers: How We Did It in the mail. Hope you enjoy!


CHAPTER ONE

"I wanna be a producer and drive those chorus girls insane!"


"Oh my God, have you seen the new foreign exchange student?"

"I think that new girl's name is Ursula or something. Isn't she so pretty?"

"Whoa, hot mama! Did you see that? That gorgeous babe over there just winked at me!"

Her name, in fact, was Ulla Swanson and she was, in fact, a foreign exchange student from the beautiful country of Sweden. She was busty, blonde, and visually stunning in every way imaginable, and apparently she was one hell of a dancer. Needless to say, she had every boy at her new American high school swooning over her in seconds. From the very first step she took into the building, Ulla made it clear that she was the kind of girl who never belonged to just one man. She somehow managed top grades in everything while spending each night out with a different male member of the student body. But for a long-term relationship, Ulla had made it quite apparent that she was not for sale, no matter what the price being paid.

Leo Bloom was head-over-heels for her, naturally.

Leo was a junior at a private high school in New York City, just like Ulla and most of the other guys drooling over her. Leo was an average-looking boy with pale brown hair and a tendency to overreact to things. In the sixteen years that made up his lifetime, he'd never had a girlfriend, nor had a girl ever express any tiny scrap of interest in him at all. Leo mostly hung out with Roger De Bris, the boy who had been his best friend since elementary school. Roger was loud, pushy, flamboyant, and sometimes bizarre. As far as Leo knew, Roger had never had a girlfriend either, but then, Roger had never seemed to fall for any girls at all—Leo, despite his pathetic love life, at least suffered from crushes fairly often.

Roger and Leo had come together in the first place because Leo was the only one who would stand for drama queen Roger's rants and take in every word. On the flip side, Roger was the only one who could watch Leo burst into tears about nothing at all without making a rude comment. The two were a perfectly balanced pair: the talkative, boisterous, assuredly different boy and his quiet, shy, unobtrusive best friend. However, with a personality like Roger's, it was only natural that he should steal the spotlight eventually, leaving Leo in the shadows, trailing Roger around like a wannabe or a sidekick. It had always suited Leo in the past.

But for the first time in his life, Leo didn't want to be just known as "Roger's best friend." Because if Ulla was going to pick a boy, it was going to be one that stood out from the masses. Leo had never felt this strongly about a girl before. He had never felt this strongly about anything. Even though in the past he had always cowered behind Roger's back, for Ulla, Leo wanted to shine.

It was a chilly Thursday in January, when Ulla had been in New York for a little over two months, and sign-ups were being posted for the high school musical auditions. This year's play was something special, having been written entirely by the school's very own Franz Liebkind, another junior. Franz had surprisingly become a fast friend of Ulla's, considering he understood the whole "just moved to America" thing. The Liebkinds had arrived in New York from Germany just three years ago, when Franz was not quite fourteen. His English was excellent—better than Ulla's broken phrasing, certainly—but his mannerisms sometimes seemed rather odd to his American classmates. Franz was fascinated by World War II and the Nazi Party, so it was no surprise to anyone that this was the subject of his play. Apparently his great-grandfather had been high up in the German army during the war, but even so, Franz's obsession was just the tiniest bit disturbing. Besides having the foreign thing in common, no one could tell why someone magical like Ulla would ever want to hang out with a peculiar boy like Franz.

But when "Springtime for Hitler" was announced as the school play, Ulla was the first to sign up to audition. And Leo was right behind her, longing for an excuse to stare.

"BLOOM!"

The boy in question turned around to see his long-standing best friend waving a hand wildly through the air. Leo blinked, tearing his gaze away reluctantly from Ulla's name on the audition timetables. For one bizarre, fleeting moment, he had been sorely tempted to add his name as well, if only to be around Ulla as much as possible. Play practice met several times a week, after all. Maybe through the musical she and Leo would become friends, and then best friends, and eventually it would lead to something… else.

But Leo wasn't an actor. Maybe he could ask Mr. Loren, the director, about stage crew? Leo liked Mr. Loren. He was sure the director would understand about Ulla if he explained his situation properly.

"There you are, Bloom! Didn't you hear me calling? I've only been searching all over the school for you!" Roger strutted forward and shook his head with a theatrical sigh. "Bloom, Bloom, Bloom. What are we going to do with you?" he asked dramatically. "Your head has been up in the clouds for days!" Roger tutted in disapproval as Leo attempted to regain his bearings. "Honestly, one would think you'd tell me what was wrong, darling. We've known each other for ten years, after all! If not me, whom can you trust?"

Leo groaned under his breath. He loved Roger like a brother, but sometimes he could be far from sympathetic. "Roger, do you ever… um…" This was going to come out sounding strange and Leo knew it. He took a deep breath in to steady himself before continuing. "Do you ever think about girls?" he blurted, blushing furiously as an image of Ulla, dazzling as ever, penetrated his mind.

To Leo's dismay, Roger gave his red face a very blank look. "Girls?" he asked incredulously, as if he'd never before heard the word. "Whatever do you mean, Bloom?"

Of course Roger wouldn't understand. Roger never showed interest in anyone but himself, whether they be male or female. Leo nodded, although he knew by now that this discussion was a far-lost cause. "Like in a boyfriend-girlfriend way," he clarified in a small voice.

Roger merely continued to stare. Leo let out a sigh of exasperation. "Never mind, Roger." He turned regretfully from the audition sign-up sheet and stepped dejectedly towards his friend. But Roger, suddenly noticing the piece of paper on the wall that had held Leo so enraptured, craned his neck for a glimpse of it himself. Suddenly Roger let out a wild yelp of glee, making Leo jump half a foot into the air. Leo was a terrible athlete, probably the slowest runner in their class, but when he was startled, he could jump like no one's business.

"Oh, but I haven't told you yet, darling!" Roger cried enthusiastically, clapping his hands together at this sudden recollection. Without waiting for a response from Leo, which was no surprise considering he never did, Roger excitedly pressed on, "I've been made assistant director of 'Springtime for Hitler'! Isn't that marvelous?"

Even Roger would be spending more time with Ulla than Leo would! And Roger didn't even care about girls! Leo wanted to scream to the skies that that everything in his life right now was horribly unfair, but somehow he didn't think Roger would appreciate it very much. "What?" Leo asked, trying greatly to sound like he cared.

Roger positively beamed. "Mr. Loren decided that he would let me help him direct the musical this year. Oh, Bloom, darling Bloom!" He let out a long, wistful sigh that was reminiscent of a young girl in love. "Can't you just see it someday? My name up in lights—Roger De Bris, renowned theatrical director!"

Starry-eyed Roger, expecting nothing but pride and praise from Leo's end, received something of a slap in the face from his best friend's reaction. "Can I help too?" Leo blurted at once, thinking of Ulla and not of the fact that he knew nothing whatsoever about how to direct a play. He loved musicals, sure—he had plenty of cast albums on his iPod, and he had ticket stubs from every show he'd ever been to in a little keepsake box in his room. But directing a musical himself? Bossing everyone around was Roger's thing, not Leo's.

Once again Roger stared, hurt and confused by Leo's lack of support. "Uh, not with directing. I'd be no good at that," Leo spluttered, trying nervously to fix things, which had never been his specialty. Leo was much better at causing things to fall apart. "But I'm very good at math. Maybe I could work in ticket sales and help with the play's budget and things."

"Ah, I see." Roger smiled as he realized that Leo wasn't looking to steal his limelight—a money manager was a much smaller, much more subdued light than that of the assistant director. He put his arm around the smaller boy in what he thought to be a comforting manner, but was really somewhat invasive. "I'll talk to Mr. Loren about it, all right, Bloom? I'm sure he'll say yes, but then again, you never know with those theater types!" Roger let out a low, booming laugh at his own joke.

Leo nodded numbly. He had no idea what ticket sales entailed, except for one modest thing: Ulla Swanson. And that single thing was good enough to make up for whatever bad the job would bring to his life. "Thanks, Roger," Leo breathed. "I owe you one."

Roger grinned. "No problem, darling. After all, what are friends for?"

Leo wasn't listening. He had just noticed a certain blonde girl strutting down the hall, and to not stare at her he needed to use every ounce of his mental processing. Ulla Swanson, here I come, Leo thought with a frightened gulp. Whether you know it or not, very soon you and I are going to be thrown together.

————

Two weeks later, Leo arrived at school to see a horde of students crowding around the notice board in the hallway. Since Roger was at the head of the throng, Leo jogged over and stood at the group's edge, craning his neck to try and catch a glimpse of whatever they were looking at. However, Leo could see nothing but a sea of teenage heads, and he was too shy to shove his way through them like Roger had probably done. Instead he glanced meekly around at the students gathered, and his heart did a somersault when he noticed Ulla chatting it up with Franz Liebkind. Leo couldn't help but listen in; Ulla's giggly Swedish accent was almost as attractive as her face… and her figure.

"I told you zat you vere perfect for zis role!" the German boy was telling her loudly, shaking his fist through the air. "Herr Loren agreed as soon as he saw your audition zat you vere!"

"Ulla is happy Franz thinks so," Ulla said with a perfect little laugh. Leo felt woozy at the sound of it. She was so adorable! "Ulla vill try hard to make Franz proud."

"Zat is ze spirit ze Führer loved!" Franz exclaimed emphatically. "You are going to be incredible!"

Ulla beamed in response.

Leo's head was reeling at the sight of his favorite girl's smile, but he managed to take in the significance of this conversation. Ulla got the part. Ulla is going to be at play practice for the next few weeks, and I'm going to be there too working with the budget. Ulla and I are going to spend time together! Leo's heart positively burst from the excitement of it all. He wanted desperately to share this glee with someone, but Roger would never understand the way he felt about girls. Maybe the musical would be good for something other than getting to know Ulla, Leo couldn't help but dream. Maybe he would make some new friends as well. Was it too much to hope for, a beautiful girl and some kind and loving companions?

"Ohmygawd, can you believe it? Ben Oswald got the part of Hitler! He's sooooo gorgeous; he'll be just perfect for the role, and such a delight to the eyes! Don't you think so, Maxy, dear?"

One voice, easily the loudest in the group, drowned out the rest of Ulla and Franz's conversation, and Leo was forced to reluctantly cease eavesdropping due to the fact that this voice was all he could hear. Instead he turned his eyes to the source of this excitable, high-pitched monologue and almost fell over backwards. Instead of a bubbly teenage girl being the one who had remarked about Ben's good looks, it was a thin junior boy with short-cropped brown hair, wearing a skin-tight black shirt and pants. He was chattering on and on to another boy, one who was a bit on the chubby side yet dressed more normally than his friend. Leo couldn't help but stare at the strange sight presented by the feminine boy, but perhaps he was for too long, for the normal friend caught sight of Leo looking.

"Oy! You over there," the chubby boy called loudly, his eyes narrowed. "What do you think you're looking at?"

"N-nothing," Leo stammered, averting his gaze as a warm blush crept up his cheeks. The last thing he wanted right now was a fight, and Chubby Boy, still glowering, didn't seem too happy with him at the moment. Even if Chubby Boy hadn't the faintest idea how to fight, he could probably crush Leo like a twig just by knocking him over and sitting on him. Of course, it would never even dawn on Leo to do something as daring as to fight back.

"Don't be so harsh, Max, darling. Perhaps he was fawning over my good looks," the girly boy persuaded, taking his chubby friend's arm in both of his. "Perhaps he just couldn't keep his eyes off of me. Did you ever think of that?" Leo dared to look up once more, this time out of shock. The feminine boy was holding Chubby Boy back, even though the scowling Chubby Boy was probably twice his size. And what was that Girly Boy had said about… fawning over good looks? He didn't mean Leo… did he?

Girly Boy let go of his friend and danced over to Leo's side. "Allow me to introduce myself," he said with a smile. "I am Carmen Ghia, official head of stage crew for the high school musical." He held out his hand jauntily as his eyes sparkled like diamonds. All Leo could think, however, was, What mother in their right mind would name their son "Carmen"? Chubby Boy was still sending Leo furious looks from across the hall.

"I'm Leo Bloom," Leo told Girly Boy, trying to block out his many invasive thoughts and focus on the person before him. He gave Girly Boy's—Carmen's—hand a shake, and was surprised by the other boy's exceptionally strong grip. From Carmen's looks alone, Leo would have taken him for a weakling, like himself. Perhaps there really was more to Carmen than met the eye. "I'm, um, working with the play's budget. Money stuff."

"Excellent!" Carmen let out a shrill, high-pitched laugh. If there had been any doubt about his feminine status, all uncertainty was instantly resolved by his laughter. Leo wondered vaguely if glass was breaking anywhere in the school from the sound of it. "Then we'll see each other a lot in the days to come, yes?"

"I guess so." Leo managed a meek smile. This boy, though bizarre, seemed nice enough. And anyway, with years of hanging out with Roger under his belt, Leo was used to bizarre. Chubby Boy gave him the finger.

Carmen noticed Leo's eyes on Chubby Boy and beamed. "Oh, and I see you've met my friend?" Carmen beckoned for the other boy to come forward, and to Leo's horror, he complied. "This is Max Bialystock, my B.F.F.!" Carmen exclaimed. "He'll be working backstage with me, so you two will see a lot of each other as well! Maxy, this is Leo Bloom, the musical's money manager. Ooh, what alliteration!" Carmen let out another womanly laugh, but Max's face betrayed no emotion.

Oh, please, no. Leo sucked in an anxious breath of air. What good is going out of my way to be around Ulla when Chubby Boy's going to kill me before I even get the chance to talk to her?

But instead of pulling out a knife and using Leo as its sharpener, Max gruffly stuck his hand forward and gave a very twisted smile. "Nice to meet you, Bloom," he said formally, sarcasm glinting in his eyes.

Leo got his message at once. He's pretending to be friendly so that Carmen won't think him rude, but deep down he really hates my guts. Though frightened to the core, Leo knew that Max wouldn't try anything with Carmen watching. So he decided to be brave for once and took Max's hand. "Same to you, Bialystock."

"Wonderful!" Carmen grinned at this apparent truce. Then he turned to his old friend with a slightly more serious air. "Maxy, darling, homeroom is starting in exactly two point four minutes. We should probably get going, don't you think?"

"Yeah, probably," Max grunted, his eyes on Leo all the while. Leo was too scared to move. Max's eyes narrowed in dislike, and Leo shivered, which had nothing to do with the cold January air. After a moment of this silent exchange, Max pulled his eyes back to Carmen and replied, "Yeah, let's go."

The two boys—one flamboyant yet kind, one normal yet livid with hatred—escaped in the direction of Mrs. Jean's homeroom. Leo stayed behind for a moment, exhaling in relief that Max hadn't done anything worse. The crowd had thinned a bit by now, considering homeroom was beginning so soon, so Leo was able to gently push his way through the other students to see the cast list. Indeed, Ulla was cast as the leading female role, and a senior named Ben Oswald was playing Adolf Hitler. Near the bottom of the page, those on stage crew were listed, starting with their leader, Carmen Ghia. Leo caught sight of the name Max Bialystock somewhere near the end. After stage crew, a note was written stating that Roger De Bris would be the play's assistant director this year. And way down at the very bottom of the page, printed in letters almost too tiny to see, were the words "money manager," followed by the name Leo Bloom.

I'm in. I can't go back on it now. I'm going to do this!

Just the thought made Leo a bit queasy inside. I have to face Chubby Boy's loathing every day now, but I'll be with Ulla too, and that's all that matters.

"Bloom! I see you've finally found the cast list!" Leo twirled around to find a smug-looking Roger standing a foot away, sweeping his arms through the air in huge gestures. "Did you see my name, big and bold? 'Assistant director: Roger De Bris'!"

"Yeah," Leo replied timidly. "My name's on there too." Money manager: Leo Bloom! He tried to imitate Roger's dramatic voice in his head, but somehow it just didn't sound as grand as when Roger did it for his own position.

"Indeed it is, Bloom, my boy." Roger chuckled and put his arm around his friend. "Let's go on to homeroom, shall we?"

Across the hallway, Franz was shouting in a prominent German accent, and Ulla was giggling and steadying herself by clinging to Franz's shoulder. Leo's heart did a trapeze routine just thinking about it. Are Ulla and Franz…? he couldn't help but wonder. No, Leo Bloom, don't even think about it. Ulla said she doesn't have a boyfriend, remember? Franz is just her friend. Ulla and Franz are just friends. Okay? He allowed himself a shaky smile. The only boyfriend Ulla's going to have is you, after all!

"Bloom?" Roger inquired softly, which wasn't all that soft. Roger's whisper was about as loud as Leo's scream. "Shall we go to homeroom?"

Actually, Leo knew he'd rather stay and stare at Ulla some more than wait around for homeroom to start. They still had two point four minutes, after all, if Carmen was to be trusted. But how could he ever explain that to Roger? It was best not to keep his best friend waiting, especially without an apparent reason. "Sure, Roger," Leo agreed with a very fake smile.

Roger returned it with a self-assured smirk. "And so, off we go, darling!"

And so, off they went.