Leopold Bloom, theatrical producer, shuffled into his apartment, closing and locking the door behind him. He leaned back against the door, resting his head and closing his eyes, relieved to be home. It had been a long day.

He walked into his bedroom and turned on the light. With no one to share it with, his room seemed huge. Too big to be in by himself, at least. He removed his suit jacket and, then, unceremoniously collapsed onto his bed. All he wanted to do was sleep. And so, he pulled out his precious blue blanket, kicked off his shoes, turned off the light, and curled up in the fetal position under the covers. He didn't even have the energy to get out of his clothes.

Max had gotten so angry at him that day. And for good reason. Leo had, in his rush to get to the Shubert on time, lost the check – the BIG check – the main portion of their newest show's backing. All Leo could do in his own defense was...well, nothing. He had cowered in a corner, stuttering and caressing his face with his blue blanket, as Max yelled at him, cursing him. Leo was positive if their director, Roger, and his "common-law" assistant, Carmen, hadn't restrained Max as they had, Leo was sure that he would've been dead by the day's end. When he left the theatre later that day, Max was sitting in a chair, looking off into space. Leo had tried to say goodbye to him, only to be met with absolute silence. That silence had spoken volumes.

Leo sighed, turning over. Max had the right to be angry at him. He was a nothing. A low-life. A mouse of a man, incapable of doing anything right. But....even so....Max's reaction had really hurt his feelings. Max was his best friend – his only friend, really – and to be berated like that by him had made Leo feel as though a knife had pierced his heart. Leo had never felt as close to another person as he did to Max. And now, look what he had done. He went and did something so stupid, so unbelievable, so......Leo.

He shifted, cuddling his blanket closer, and sleep overtook his troubled mind.

Leo found himself in Max's office, sitting on the couch. Max was at his desk, reading through a newly received script. The lights were dim, but just light enough for Leo to be able to observe his surroundings. Leo leaned back, and put his hands behind his head, fingers intertwined. He was almost to the point of drifting into a nice nap when...

"Leo?"

Leo opened his eyes to find Max standing over him. He yelped, and immediately sat up.

"Max, don't do that to me! You know I scare easily," he said, reaching for his blanket. But...in shock, he realized it wasn't there.

"Um, Leo...can we talk?"

"Sure, Max," Leo responded, patting the seat next to him, indicating that Max should sit down. Max sat and turned to him, taking Leo's hands in his.

"You know, Leo...uh...God, this is tough," Max stuttered.

"Just say whatever you need to say, Max. You know I'll listen," Leo said, squeezing Max's hands in his. He had never known his friend to be like this. Max had always known just what to say...and now, he seemed...flustered.

"Okay. Here goes," Max drew in a big breath. "Leo - I think I'm in love with you."

Leo's jaw dropped. Definitely a bit on the unexpected side, there.

"...you...you're...what?"

"Leo – I think I'm in love with you. It's something that's been growing inside me for...gods, I don't know how long. You're my best friend, and I feel so close to you..."

Leo put a finger to Max's lips. He moved closer, pulling Max's face toward his. They were on the verge of kissing when...

Leo shot up in his bed, gasping. He looked around, and when he realized where he was, he flopped back against his headboard.

"A dream...it was only a dream." He said, out loud to himself, relieved at first.

"...only a dream," he repeated, with a somewhat more depressed tone than before. Leo never really dreamed, often, and well, out of the blue, here was a dream. And not just any dream. An absolutely lovely dream.

He sighed, and looked toward the window. Sunlight was coming through the curtains, so he knew it was morning. He figured he might as well get up, and did so, walking toward the bathroom, yawning and stretching along the way.

After starting the shower, he began taking off the rest of his suit, mentally slapping himself for not being his usual neat self the night before, when he stopped short after taking off his pants. He had one, very big reminder of his dream from last night.

Leo stepped into the shower, looking at his, um, reminder. He tried ignoring it by washing his hair, but that didn't work so well. Leo was fairly innocent in these matters – alright, he was completely innocent. He was raised a devout Catholic, and he had been taught not to...well, not to do what he was about to do. He could really see no other way out of it, and he wasn't going to hurt anyone.....

"...to hell with it," he said to himself, and began to reach downward...

It just so happened that Max Bialystock was knocking at Leo's door at that very moment.

"Leo?? Come on, Leo, answer me!" he shouted. "...Leo, I'm not mad. Open the door?!" After a good few minutes of this, Max sighed and reached into his pocket, pulling out the spare key Leo had given him for safety reasons...or something. Max smiled to himself. Leo was always so neurotic about these things.

Max had spent a sleepless night in his office, thinking about the day's events. He regretted yelling at Leo the way he did. After all, Leo was just a human. Capable of making mistakes. Poor Leo. He had scared him to death....and the guilt was killing him.

Max walked into Leo's apartment, looking around for his friend. He couldn't see anyone.

"Leo...?"

Max heard the shower running, so he walked toward the bathroom.

"Leo...?" he called, somewhat louder. He put his hand on the door knob, and began to open the door when he heard something fairly unexpected. A muffled moaning sound came through the door, though Max wasn't able to distinguish what he might be saying...and then, it hit him: Leo must've hurt himself! Max felt sick...if something happened to Leo...he'd be lost.

This being the only thought in Max's mind, he rushed into the bathroom, prepared to see Leo sprawled out on the floor, dead, or worse...

So, naturally, it was a surprise to find Leo in the shower, perfectly fine, curtain open, with one hand running through his hair and the other...well....not.

And moaning Max's name.

Max's jaw dropped to the floor. Whoa, whoa, whoa, whoa, whoa, WHOA. His best friend...and his secret love interest...doing...and saying....WHOA.

As Max pondered these things, Leo, seemed to be wrapped up in his own little world. At least, until he opened his eyes and saw his best friend standing there, completely and utterly astonished.

"MAX!" Leo shrieked, losing his balance and falling to the floor of the shower. Max rushed over to the side of the tub.

"Leo, you all right?" he asked in a rush, turning off the shower and grabbing a towel. He pulled Leo up to a sitting position.

"Yeah...yeah...I'm fine," Leo mumbled. He closed his eyes...of all the times for Max to...well, be Max...Oh, great job, Bloom, Leo thought. He's going to hate you now, he'll never want to speak to you again, he'll completely abandon you....he wished he had brought his blanket into the bathroom with him as a wave of anxiety- induced nausea hit him.

"I'm gonna be sick....." Leo groaned. Max quickly grabbed the wastebasket that was nearby, and Leo proceeded to vomit the contents of his stomach into aforementioned wastebasket.

Max rubbed small, soothing circles on Leo's back, all the while cursing himself for walking in on Leo, bringing on, well, a Ten-Star Leo freak-out. He had become accustomed to these throughout their friendship, but he himself had never caused one – well, except for the first time they met. But that was it. Max was always the one to help Leo out of it, and now...he had caused it. He resisted the urge to bash his head against the wall, and decided instead to concentrate on helping Leo.

Leo finished throwing up, and took a few deep breaths.

"Thanks, Max," he sighed, leaning back and resting his head against the wall, eyes closed.

"Don't mention it, kid." Max said, almost automatically. "I'll be right back – okay?" Leo nodded, eyes still closed. He took the wastebasket and went in the kitchen to clean up the mess as fast as he could, then walked quickly back to the bathroom, finding Leo in the same position he had left him in.

"I'm back, Leo," Max said. He saw a faint smile come to Leo's face. For a few minutes, Max couldn't help but enjoy how peaceful his younger friend looked like this.

It was then that he noticed that Leo was still very, very naked, and coughed to get Leo's attention.

Leo opened his eyes. Max was holding the towel out to his friend, looking at him almost - sentimentally. Leo grabbed it quickly, muttering a thanks and putting it over himself, too embarrassed to look Max in the face. After a few minutes of awkward silence, Leo took a deep breath.

"Max, I'm...I'm sorry."

Max looked over at Leo. "What for?"

Leo stared at Max in shock.

"I think you know very well, what for," he said, starting to blush again.

Max sighed. "Look, Leo – it's a perfectly normal thing. You shouldn't be ashamed. Hell, I should be the one apologizing – I did walk in on you, with hardly any warning....."

"But, Max - " Leo protested. Max held up his hand, cutting him off short.

"You've got nothing to apologize about. It's all right."

Once again, an awkward silence fell over the two. Max shifted, uncomfortably.

"So.....want to get out of the shower?" Max asked, smiling at his friend.

Leo, yet again, took a big breath. "Yeah....I think that would be a good idea." He made to get up by himself, but stopped, becoming somewhat dizzy. He sighed, and tried again, but this time, he saw Max's hand extended toward him. Leo, smiling, took his hand, and Max pulled Leo up to a standing position. Max held Leo's shoulders, making sure he was steady on his feet.

"Ready?" Max asked, still holding Leo up. Leo nodded, and with Max's help, walked into his bedroom. Max helped Leo lie down, and remained sitting next to him for a few minutes, just holding his hand and not wanting to let go. He really enjoyed just being with Leo, sitting next to him, even in complete silence. Needless to say, the events preceding this state of calm had been very shocking to Max...but ...it had left him with a glimmer of hope. He frowned. It was just a glimmer, though. Nothing to get caught up in. He looked over at the clock on Leo's bedside table, and sighed. He had been there for awhile, and he was absolutely positive that Leo wanted some alone time. He sighed, and stood up.

"Well, um...I suppose I should get going...do you need anything before I leave?" Max asked, in a somewhat melancholy tone. He looked back at Leo, who was yawning a little.

"Um...no...I don't think so....well, um...Max?" Leo stuttered.

"What is it, Leo?"

Leo sighed. This wouldn't exactly be easy, but...

"Would you stay here with me?"

Max was shocked.

"You want me, of all people, to stay with you?"

"Well, um...it gets really lonely around here, all by myself. Just for a few minutes more? Please?" Leo begged. He really didn't want to be alone, and to let Max walk out the door after what happened...well, he didn't want it to happen. He looked up at Max, waiting for his response.

"Leo, nothing would make me happier," Max smiled, sitting back down next to Leo, putting an arm around his shoulders. Leo sighed, and inwardly thanked God Max hadn't refused. He snuggled close to Max, putting his head on his shoulder.

"Max...?"

Max looked over. "Yeah, Leo?"

Leo raised his head, looking into Max's eyes.

"Thanks," he said, and quickly did something very uncharacteristic – he kissed Max full on the lips, and then settled back into his former position, with his head on Max's shoulder, his arms around him, and smiling the biggest smile he was sure he ever smiled.

"Anytime, kid. Anytime," Max murmured, resting his head against Leo's, smiling. To think that a day as horrible as the day before had been could lead to something so lovely.

The two drifted off to sleep in each other's arms, something that neither of them in their wildest dreams would have thought to occur.

Well, maybe Leo's.