Author's Note: This is a very long OneShot that wouldn't have been a OneShot, but I wrote it for a contest on Sprouse-Fans. The "Parts" are like chapters. Hope you like D

Disclaimer: I do not own The Suite Life of Zack and Cody. Disney Channel owns it. If I owned it, I'd know Ashley Tisdale, and then all my dreams would be reality.

Fiction Rating: K+ for: Sadness, and... yeah

Part 1: Baron

13-year-old Cody Martin walked along the sidewalk, thinking hard. He had told his twin Zack to let his mom know he was walking home. He just needed to think.

Zack was getting more and more popular by the day. Cody just wasn't. He didn't have any friends at school and he was terribly lonely.

He often leaned against the fence at recess, watching his brother crack jokes or play basketball with the 'in-crowd', ignoring him and leaving him alone. He hated watching that. It made him want to cry. Sometimes he did – he'd run inside and close himself inside a putrid stall of the boys' bathroom and cry his heart out.

He was lonely. He wanted a friend.

He realized his eyes were watering as he walked along, head hanging low. Oh, who cares, he thought. No one is going to see me. So he let the tears come, crying softly as he stared at the gray sidewalk.

Suddenly he stopped. His cheeks still wet, he turned his head silently toward a bush near him, not moving an inch. There was rustling and a low growl.

"AAAAHH!" Cody ran for it. The thing in the bush bolted out. Cody tripped as he was turning a corner and landed on the grass of someone's front lawn. The monster closed in on Cody's whimpering, defenseless body…

And licked his face.

Cody opened his eyes to see the clear brown eyes of a dog standing above him. The dog was smallish, with mostly brown fur except for a black strip around his eyes. It had a scruffy snout and a short tail, and it was ecstatic at the prospect of a new friend in Cody.

Cody stood up and looked at the dog. It had no collar or tags – it must've been a stray. Cody did a quick inspection to make sure it wasn't foaming at the mouth. Nope. The dog looked up at him, smiling and panting happily. It warmed Cody's heart.

"Where's your owner, buddy?" Cody said kindly, picking the dog up. He did this because he figured it was the only way to move him without a collar or leash, but as soon as he felt the animal's warm body and rhythmic breathing held close, he felt oddly safe and didn't put the dog down.

The dog continued staring at him. Cody melted at the eyes – he had always loved dogs. He walked back to the bush where the mutt had appeared from and looked behind it. He saw a medium-sized home and walked up to the front door.

"Yes?" a business-like woman answered when she opened the door.

"Is this your dog, ma'am?" Cody asked. "He came through your bushes."

The lady studied the dog as if she was contemplating whether to buy him or not. "No," she finally said. "We don't own a dog."

Cody looked at the dog and saw he showed no recognition toward the lady, so he assumed she was truthful. "Thanks anyway," he said as he turned.

"Thank you son," she said and closed the door.

Back on the sidewalk making his way for the Tipton Hotel, which he could now see clearly a couple hundred yards away, Cody still held the dog in his arms. "I don't know what I'm gonna do with you," he said, looking at the mutt's face. The dog looked back at him with perfectly clear and innocent eyes. Cody was melted by that look – it was too adorable. He had been given the genuine puppy-dog face.

Still, Cody knew he couldn't bring him back home – the Tipton didn't allow pets (except, of course, for heiress London's poofy purse-pup Ivana) and there was no way to smuggle this dog up to the 23rd floor.

The dog reached up and licked Cody's face. Cody again felt his heart melt and decided he was not going to let this dog go. He had finally found a friend, something he'd for the longest time, and he wasn't going to let anyone take that away.

Cody looked squarely at the mutt, examining his fur, his paws, his teeth.

"Baron," he finally said, looking at the funny black stripe across the dog's eyes. "I'm calling you Baron."

Part 2: Someone To Talk To

"Stay," Cody pleaded, putting the dog down on the ground by the hotel. "Please stay, okay? Stay." When he took a few steps back and Baron didn't move, Cody entered the hotel through the revolving doors and dashed to the elevator, ignoring a plea from Mr. Moseby, the manager, to slow down. He hastily pressed 23 and wasn't on his floor for what seemed like an eternity.

When he finally reached the 23rd floor, he sped to the door of his suite and stumbled with his key card. He opened the door to see his mother sitting on the couch, watching some nature program thing.

"Hi honey, how was your day?" she asked.

"Fine," Cody lied. "Listen, can I go down to the park for a while? I wanna be outside, get some fresh air."

"Sure honey, but be back before six," she said, glancing at the clock, which read four o'clock. Cody nodded and turned to run back out the door, but turned for a second.

"Where's Zack?" he asked.

"He went over to Drew's house," Carey replied, not looking up. Cody sighed and left the room. Drew, the biggest jerk in their school was also, unfortunately, the most popular. And Zack was missing the forest for the trees. It made Cody feel bad when Zack would rather hang out with a jerk like Drew more than he would with his own twin. Or, maybe Cody was just jealous that Zack had such popular friends when Cody didn't have any.

Well, he did now. He had Baron.

He just hoped he was still outside.

"Cody!" Maddie yelled just as Cody was about to sprint for the door. Cody turned his head.

"What, Maddie?" he asked, sounding more impatient than he meant to.

"Can you do me a favor? And buy some candy?" she asked, smiling. "I haven't had any business all day, except for your brother's useless flirting. I want some dignity."

Cody reluctantly approached the candy counter and ordered a couple Snickers bars. "Thanks Maddie!" he said, rushing to get out the door. Without waiting for a response, he bolted, once again ignoring a scolding from across the room by Mr. Moseby.

"Baron? You out here?" Cody asked the air. "Baron? Oh, come one Baron, please be out here!" Cody sat down on the ground outside the hotel. "Please," he whimpered. He didn't know why he would be so upset if this dog he had just met twenty minutes ago wasn't there.

Yeah, he did.

He didn't want to lose another friend.

He stood up and turned sadly for the doors, when a small yipping came from his right.

"Baron?" Cody cried desperately, staring where the sound had come from. "Baron?" he repeated, jogging to the spot.

Out of a bush, just like before, the scruffy stray shot out at Cody and tackled him to the ground. Luckily, Cody was on the grass by now.

"Baron!" he said happily. "C'mon, I know a place we can go hang out." He picked the dog up and started walking toward the nearby park.

"Here we are," he said, carefully putting Baron down on the green grass of the park. Baron bounced happily ahead, and just when Cody began to get worried, he stopped and looked back to see if Cody was following him. Cody jogged to keep up with Baron and finally dove and grabbed him. He scratched his belly, patted his back, chased him, and played with him – for the first time he felt he actually had a genuine friend.

"Thanks, Baron," he said when they were laying under a tree, watching the soft waters of a small brook flow. "I really needed that." Baron got up and walked slowly to Cody, before hopping up and laying back down on the boy's lap. Cody smiled and petted his new friend.

"You know, I'm really pretty lonely," he said to the small creature he held. "Zack has all the friends and stuff – no one at my school really likes me."

Baron looked up at Cody with his clear brown eyes sympathetically, like he understood what Cody felt like.

"I was really sad today," he said. "Then you came along, and now I feel happy," he said, smiling at the small dog. Baron, in turn, smiled back, panting. Cody petted his new friend, and without really thinking, started pouring out all his feelings into the listening ears of the little dog.

"…He's over there now," Cody said, speaking of Zack at Drew's house. "Drew, that annoying evil jerk, Zack doesn't even know how much of a jerk he is. He just loves being popular too much." He scratched Baron's ears. Baron was still staring up and his new friend's face, listening.

"And Zack gets all the girls he ever likes, or that I ever like for that matter," Cody continued. "This one time a French girl came to the hotel. We both liked her, and I got a date with her. But Zack interrupted our date and made her hate me. Then when he agreed to get her back for me, he ended up kissing her." If he ad been telling these things to anyone else he would be crying, but he didn't. He felt safe and contented with Baron.

As the two sat back in silence, they watched the sun set.

Wait. Sun set? In the spring that happens at like, 7:30!

Cody jerked his arm up to his face and stared blankly at his watch. Yep, it was 7:36.

"Baron, I gotta get home! NOW!" he said hastily, grabbing the mutt in his arms and shooting up from the ground. He sprinted all the way back to the hotel.

"Well Baron, I really hope you stay here," Cody said. "I had such a good time at the park."

Baron panted and smiled up at the boy above him, nodding his agreement.

Cody reached down for one last pat on the head before heading inside. He walked slowly to the elevator, bracing himself for what might be ahead of him.

"Oh, Cody!" his mother gushed when he entered the suite. "I was afraid something happened!"

"Mom, I'm sorry I was late, I lost track of time. Did I make you late for your singing?"

"No, I sing at eight," Carey said. "The only reason I wanted you back at six was for dinner, but you can heat some pizza up if you want. Maddie'll be up in fifteen minutes and Zack called to say he'd be sleeping over at Drew's."

"Maddie?" Cody asked. An idea was forming in his mind.

"Yes, Maddie. You do still like Maddie, don't you?"

"YES, YES! Absolutely!" Cody was excited by what he was thinking of.

Carey looked at him oddly before going into the bathroom for a quick shower before she went for her gig.

"Uh, Mom?" Cody asked through the bathroom door about five minutes later. "I'll be right back, Mr. Moseby needs me for… something… downstairs,"

"Okay, Cody!" Carey said. Cody bolted for the door to make sure he wasn't too late.

Part 3: Into The Suite

"Maddie, Maddie!" he cried as he emerged from the elevator.

"What's up, Cody? I was just heading up to your suite." Cody looked down and saw that she was carrying a dog carrier.

"You have Scamp?" Cody asked.

"No, I had to dog-sit Ivana for a while today so I brought my carrier," Maddie said. Yes! Cody thought.

"Before you go up, can you come with me outside for a minute?" Maddie nodded and followed Cody out the door.

"Baron!" ha cried when he got outside. Maddie had no idea what he was doing, so she just hung back and watched.

"Baron?" Cody said, walking over to the bush where he had appeared last time. A round of excited yips gave away his location a couple of bushes to the right.

"Baron!" Cody said when the small dog barreled out of the bush and into Cody's arms.

"Cody, is that a dog?" Maddie asked.

"Yeah, his name's Baron," Cody said. "I met him today. He's a stray and he's my friend."

"Is he safe?" Maddie asked.

"Yeah, perfectly," Cody said. "Can I ask you a favor?"

"What's that?"

"Baron… could fit in Scamp's carrier. Could you… smuggle him up to our suite?"

"Gee, Cody, I don't know…"

"Please!" Cody pleaded. "He's my only real friend and Moseby won't let him inside!"

Maddie had to give in. Apart from Zack, who didn't really show he cared although he did, she was the only person who knew how truly lonely Cody was – he hadn't even told Carey about his lack of friends.

"Okay Baron, go in there," Cody said as he lifted Baron into the small carrier. Maddie closed the little door.

"He is pretty cute," she admitted, admiring the mutt's face through the door.

"Yeah, yeah, c'mon! Mom's probably waiting!" Cody said.

Sure enough, when they returned at the suite, Carey was standing by the doorway in her dress.

"Oh, you brought Scamp?" she asked.

"Yeah," Maddie said. "DON'T… pat him," she said when Carey was reaching in to scratch Scamp's ear. "He's… sleeping." Luckily, Baron was keeping quiet. Carey shrugged.

"Bye, Cody! Love you!" she said as she walked out toward the elevator.

"Love you," Cody replied. Once Carey was out the door, Maddie put down the carrier and Cody rushed to open it. "Nice job, boy!" he said once Baron was in his arms. "She didn't suspect a thing!"

"You know you'll have to tell her eventually," Maddie said from the kitchen area, pouring herself some milk.

"Well, I'm hoping I won't have to for a while," Cody said. He sat down on the couch and placed Baron next to him, who crawled closer and rested his fuzzy head on Cody's leg.

Part 4: The First Night Turns To Morning

After an hour-and-a-half of watching TV, so it was now 9:30, Cody decided to go to bed. Carey wasn't going to be home for another thirty minutes. Maddie insisted on taking Baron back, but she didn't know where he would go once she was outside. She suggested having him stay at her house that night.

"No," Cody had replied sternly. "He's staying with me. Mom's going out early tomorrow, Zack will probably stay at Drew's all day and Baron won't make a sound tonight– he doesn't seem to bark unless he's outside anyway." Maddie shrugged. She understood that Cody needed a friend for the night, so she obliged.

Cody placed Baron on his bed and climbed under the blankets. Baron walked over to his pal's head and lay down next to it – Cody pulled the comforter over the mutt. He put his skinny arm around the dog's furry neck and fell asleep peacefully.

At 10 Carey came home to find Maddie sitting on the couch watching figure skating. "Hi Carey," she chimed quietly when she saw her come in.

"Hey Maddie," Carey whispered. "Is Cody asleep?"

"Yeah, and he asked me to make sure you didn't disturb him – he said he was really tired from the park and didn't want to be woken up."

Carey bought that. She thanked and paid Maddie and ushered her quietly to the door. Then she changed into her nightgown and pulled out the couch so she could go to bed herself.

When Cody woke up he still felt the slow rising and falling under his arm that was Baron. He slowly stood up and walked quietly across his room. His clock said it was already 11 am, so Carey must be gone by now.

Sure enough, there was no scent of breakfast cooking, no trace of his mother anywhere in the suite except for a note taped on the refrigerator under Zack's first drawing creation, Widdledoo.

Cody,

As I told you, I have a lot of gigs today downstairs. I'll be singing pretty much all day. I'll be back for a little bit at three, but except for that, I won't be back till nine-thirty tonight. There's a little pizza left in the fridge and I bought some cherries as a snack.

Love,

Mom

"Guess what, buddy?" Cody asked as he returned to his room, finding Baron standing on his bed awake. "We have the whole day to ourselves. Let's spend it at the park!" He picked up the dog when a realization hit him – how would he get Baron downstairs without being seen?

"Wait here," he warned, bolting for the hallway. When he reached the lobby he raced for the candy counter.

"Maddie!" he said. "Do you have Scamp's carrier?"

"Yeah," she said. "I figured you might be able to use it." Knowing he was about to ask for it, she grabbed the carrier and handed it to Cody over the counter.

"Thanks Maddie, you rock!" Cody said. He turned for the elevator but stopped. "Maddie…"

"Yeah?"

"Are you gonna keep bringing this for me?"

"Well, I was sort of thinking I might…"

"Maddie, thank you so much! But… how can I repay you?"

"Buy candy," she said with a smile. "In fact, if you buy double your usual very day, I'll let you keep the carrier." Cody smiled widely and headed for the door.

He's a sweet little kid, Maddie thought as she returned her attention to her very few costumers.

Part 5: The Park Again

Back on the 23rd floor, Baron was jumpy with excitement when Cody reentered the suite.

"Here you go, boy," he said as he ushered the little dog into the small carrier. He closed the door and spent a second looking at the clear, excited eyes of his friend. He then wrote a quick note to his mother saying where he was in case three o'clock came around before he got home.

Once they reached the park, Baron knew what to do. He caught sight of a stick and bolted. Seconds later, he returned, and dropped the stick at Cody's feet.

"Oh, can you fetch?" Cody asked as he picked up the twig. He reared back and hurled it as far as he could. Baron charged and almost caught the stick in midair. He grabbed it, but didn't retrieve it. He shook it and chewed on it and for a few minutes Cody had a wonderful time simply watching the strange things Baron would do with the stick in his mouth.

Then they started doing some of the stuff they had done the day before – chasing each other, tackling each other, and they had a great time.

When they got to lie down under the tree again, Cody found his note had come in handy. When he glanced at his watch it was 3:04. He realized that his Mom was probably in the suite right now for her twenty-minute break from singing, in which she was probably drinking green tea to salvage her voice.

Back in the suite…

After reading the note Cody had left her, Carey made a mug of green tea to salvage her voice and sat down on the couch. Just before she turned the TV on she noticed a blinking light out of the corner of her eye – where was it? She turned and saw it was coming from their answering machine. Sighing, she walked over to it and pressed the button.

"Hi Mom, it's Zack. Drew has a basketball game at five, so I can't stay all day. His mom is going to drive me as far as the bus stop at about four o'clock, and I'll walk from there – so I should be home at about four-fifteen. I know your singing all day, but don't worry; I'll be fine home alone. Love you, bye."

Back in the park…

At four-ten, Cody and Baron were jumping all over the place, chasing each other again, and still playing. Zack just happened to walk past the park when they were in plain view.

"Cody?" he whispered to himself. He walked closer to the park and indeed saw his twin brother playing with some dog he'd never seen before. "It is Cody!"

"Hey Cody!" he shouted as he jogged up into the park. Cody froze. Oh no, he thought. Zack!

"Hey, Zack," he said uneasily, trying to hide Baron behind him. But the mutt ran around in front of him and looked up expectantly.

"Whose dog?" Zack asked in a perfectly normal tone.

Cody was a bad liar. A horrifyingly bad one, even. So he knew it was no use.

"Well, he's sorta… mine," he said quietly.

"WHAT!" Zack shouted. "Mom let you have a DOG! She wouldn't even let me have a hamster, ever since that business with Bonnie and Clyde!"

"Zack, she doesn't know," Cody said.

"Doesn't know what?"

"That he's my dog."

Zack stared at him blankly. Finally, after a while, he simply asked, "What's his name?"

"Baron," Cody said suspiciously. "Because of the… black thing on his eyes." He could see something in Zack's face – something unnerving. "Please, Zack, you have to promise not to tell. He's my only friend!"

"Only friend?" Zack asked. "What about me?"

Cody sighed. "You're a given, because you're my twin. He's my only real friend."

Zack nodded. "Don't worry, I won't tell." He still had that strange look that only Cody and his parents could ever detect.

He trotted out of the park and continued down the sidewalk.

"I won't tell anyone but Mom," he finished his sentence evilly as he sped to a jog.

Part 6: Baron, My Savior

At about 6:30 Cody decided to head home. He had a plan – he would say he was dog sitting for Maddie and he had to bring Scamp home. Carey wouldn't object to that.

He put Baron into the carrier and set off for the Tipton. When he reached the door and went inside, Moseby stopped him.

"Cody, do you have a dog in my hotel?" he asked in his smug, manager-esque tone.

"Yes," Cody said. "It's Maddie's dog… Scamp. I have to dog sit him." Before Moseby could reply Cody pushed by him for the elevator.

On the elevator he unluckily met up with a large woman with, apparently, a terrible allergy to dogs. For what seemed like hours, but was really just forty-five seconds, Cody was listening to the loudest whooping sneezes he had ever heard and it was driving him crazy thinking about all the germs being spread through the elevator.

A close call with Moseby… a horrific elevator ride… Cody hoped all this wasn't a bad omen.

Apparently it was.

He opened the door to find Carey and Zack staring at him. Zack looked smug – Carey looked vaguely angry.

"Cody Martin, why didn't you tell me about this dog?" she said. Cody gaped at Zack.

"You promised!" he cried. Zack looked back at him, still smug.

"If I can't have a pet, why should you?"

Cody's blinding rage toward his brother almost made him lash out, but Carey brought his attention back to her.

"It could have fleas, it could have ticks, for God's sake, it could have rabies!" she cried. Cody felt close to tears. "I'm sorry, Cody," she said, "but you can't keep the dog."

"WHY!" he screamed. "I HAVE NO FRIENDS AT SCHOOL, YOU DON'T KNOW HOW LONELY I GET! NOW I'VE FINALLY FOUND A FRIEND AND YOU TAKE HIM AWAY FROM ME!" He ran into his room and flopped down on the bed, tears flowing down his cheeks. He somehow found the strength to flip open the lock on Baron's carrier and the small dog stepped quietly onto the bed. He made his way to Cody's wet face and licked it, looking into Cody's sad eyes with sympathetic ones. Cody was reaching up to pat him when suddenly he was lifted up out of sight.

"Mom says he goes, he goes," Zack's smug voice came from above him. Zack was holding Baron the wrong way, smiling evilly at Cody.

"Give him back! You're holding him wrong!" Cody cried, reaching for his only friend.

"No!" Zack said, shifting his arms so that Baron was out of Cody's reach. "Why should you get to have a pet if I don't?"

Cody stared at his twin with tear-filled eyes. "Why should you get all the friends at school when I don't?" he challenged through sobs. "Why should you get all the popularity? Why should you get all the sports awards? Why should you be so God-danged LUCKY!" He turned his face back into his pillow and sobbed. Zack didn't see it though. He turned and walked back into the main room.

"Here's the dog," he said to Carey. She glanced toward him.

"Is what Cody said true?" she asked. Zack looked at her blankly. "When Cody said he has no friends at school… is that true?"

"I… I mean, I guess so—"

"Zack, how could you?" she asked quietly. "Even I think that's cruel. No wonder Cody never goes to any friends' houses. I can tell he's really close to that dog you're holding unfeelingly like it was a toothpick."

"But Mom, if I can't have a pet, why should he!" Zack retorted.

"Zack, you have everything. You have friends, athletics, and popularity… Cody doesn't have those things." She carefully took the whimpering Baron from Zack's arms, leaving him stunned but really pretty ashamed. He felt bad.

"Cody?" Carey said quietly when she saw Cody's small, sobbing body on his bed. She decided words wouldn't work.

She gently laid Baron down on the bed, and he made his way up to Cody's face, which he licked. Cody looked up at those eyes, those clear brown eyes, and reached up to pet him. He hugged the small creature close and cried with him. He lay there for a few minutes before he began to calm down.

"Cody, I'm sorry, but there's no way we can manage keeping a dog!" Carey said, trying not to sound like she was striking him down.

They set a date a week later to donate Baron to a nearby kennel.

In his heart he knew it was coming. Cody knew he wouldn't have Baron for very long – but he cherished the short time he had with the little dog. A week later, after seven days of playing in the park, awaiting the cold truth, the day came. They drove silently down to the kennel, Cody gently patting Baron as he stared blankly out the window.

Cody saw the kind face on the old woman who ran the kennel. He heard the distant barking from the back room filled with dogs. He watched sadly as his mother slowly signed the form, so slowly it seemed like she was torturing him. Finally the moment came.

As Cody's shaking arms rose up over the counter, he took one last gaze into the soft, clear brown eyes of his beloved Baron, which said, "Where am I going? When will you be back?"

When the lady's hands gently grasped Baron's small body, Cody didn't want to let go. He never wanted to let go of the innocent, loving, trusting animal he had come to love so much.

When he finally lost his grasp, he could feel the first tears slowly running down his cheeks. He looked squarely at the lady.

"Tell whoever buys him… that he's special." And with that he turned and stood, covering his face with his sleeve, covering the tears.

The drive home was also silent. Cody couldn't stand the hot tears slowly rolling down his cheeks.

At home he ran into his room, half expecting to see the little scruffy brown dog standing happily on his bed.

No such luck.

He lay down, letting the tears run their course. When he finally stopped crying (but still feeling the sick feeling of emptiness) he reached onto his side table, grabbing a pencil and a piece of paper.

He began to write.

You were great at hiding, always clever, You knew me before I saw you at all

Felt like I'd known you forever

I knew you were one on which I could fall

My only friend when I was lost
'Cause no one else would stand by me
You'd always help me when I'd crossed
The invisible line that always blocked me

I'll think of you when I feel down
Our funny games, our crazy behavior
No more in tears would I drown
When I had you, Baron, my savior.

End. Did you like it? I always wanted to incorporate pets into The Suite Life.