Okay, so, not long after writing my other two Dr. Seuss stories, I managed to find the movie "The Lorax", the 2012 movie. Now, I admit, I was a little skeptical about it as I'm a sucker for originals, be they cartoons or movies. But after watching a few clips on YouTube (the part where Ted first meets the Once-ler still sends me into a fit of giggles, as does the part when Once-ler teases Ted about him wanting to learn about the Truffula trees just to impress Audrey. XD. Not sure who came up with that line for the movie, but it's a good one and does apply to most guys that I've seen, though not all. :))

Anywho, my curiosity was piqued, especially when learning some of the voice actors were Danny DeVito (love him in "Matilda"), Betty White (she always made me laugh in "The Golden Girls"), and Ed Helms, whose voice I've heard here and there in some movies.

Well, I watched the 2012 movie and I gotta say, it's one of those rare remakes that I like. :) And a musical one to boot. :)

Okay, I've rambled enough. And call me crazy, but I'm in a fluffy mood and this idea just wouldn't leave my mind. :) It takes place after Ted's first visit with the Once-ler and is during his second visit to him.

"The Lorax" (2012 movie) belongs to Universal Studios, Illumination Entertainment, and Dr. Seuss. I only own Sky. Also, just to let you know, Once-ler will act a little OOC in this story.

Not Really So Scary

Ted moved about his room, grabbing a few things before a knock came at his door and he opened it to find his six-year-old cousin, Sky, looking up at him. "Ted? Play with me?" She asked, looking up at him with big, dark-blue eyes. Her curly brown hair was in two pigtail braids that hung behind her head and had dark-blue ribbons on the end and she wore her favorite outfit of a bright yellow shirt, light-blue jeans, and pink sneakers.

The boy smiled at her. "Did Aunty just drop you off?" He asked.

Sky nodded. "Mommy has to meet with Mr. O'Hare," she said before making a face. "I don't like him. He smells funny."

Ted just barely held back a laugh at that one. "Well, I've got to head out," he said.

"Where are you going?" She asked.

He didn't want to tell her right away, but Sky was naturally curious and he didn't want her telling his mom that he was sneaking out, so he turned to her. "I'm going to see a friend," he said.

Sky looked at him. "Can I come too, Ted? Pretty please?" She begged, giving him what Grandma Norma had dubbed her 'sugar eyes', because her eyes often got big like that when she asked for something sweet. And whenever she used them, people often melted and would give in to her begging.

And she had used them on Ted before.

He chuckled, unable to say no. Then again, she was his cousin and looked up to him like a big brother since she was an only child like him. "Oh, not the 'sugar eyes'," he said with a smile, which only made Sky add a cute pout to her face to give it more effect, which made Ted laugh and kneel down to her height, very gently bumping Sky's chin with a loose fist. "If you come with me, you have to be on your best behavior, okay? If you're good, I'll sneak you some chocolate, but we can't tell Mom, okay?"

Her face lit up and she nodded. "Okay," she said.

Ted smiled. Sky really was well behaved for her age and he was the only one that could really get her to listen to him. No doubt because he took the time to be there for her. Sky's mother was a good mother in her own way, but worked so much that she was hardly ever there for her daughter, which was sad, but Ted and Grandma would spend time with the little one, which helped out.

Sky followed Ted as they headed outside and he got out his motorbike, strapping on his helmet and pulling out a helmet for her, helping her strap it on. "Okay, remember to hold on tight," he said to her. "The ride's going to be a little bumpy sometimes, okay?"

"Okay," the little girl said as he picked her up and placed her on his back. "Like a koala?"

"Like a koala," he said, knowing she loved to mimic her favorite animal. As she hung on, he took out a leather belt and cinched it around her and himself, strapping her to his back. "Too tight?" He asked after a moment.

"Mm-mm," she said with a shake of her head.

"Okay, here we go."

Using the secret passage he had found the other night, Ted guided his motorbike down the path and they were soon outside of Thneedville and in the desolate wasteland. Sky looked at it and clung a bit tighter to her cousin. "Ted, this place is scary," she whimpered.

He couldn't blame her. It had unnerved him too at first. "It's okay, I'm here, Sky," he said to her. "You can close your eyes if you want. I'll let you know when we arrive at my friend's place."

The little one shut her eyes tight and Ted sped up a little to reach the Once-ler's home faster. When they arrived, he parked his motorbike and reached back one arm to gently rub the little one's helmet. "Okay, we're here," he said.

Sky looked up at the tall, unusual house. "What is this place?" She asked.

"It's the Once-ler's home," he said. "And he's been telling me a story about trees."

After helping her down off his back and helping her get her helmet off, Ted held out his hand and the little one placed her hand in his as they walked up the dirt path. The rocks and dark atmosphere made it look spooky to the young one, who whimpered a little before feeling her cousin pick her up and hold her comfortingly. "It's okay," he soothed as he walked up the steps and rang the doorbell.

"Ted, I don't like this place," Sky whimpered. "It's dark."

"Don't worry, I'm here," he said soothingly, intend on helping her feel better that he failed to remember about the door until he heard a familiar sound of scissors cutting something and whirled around just in time for them to get sent skyward when the hammer hit the floorboards that he had been standing on. "Whoa!" He cried out as the force of them being sent skyward made him lose his hold on Sky, who let out a cry of her own as they began falling.

"Ted!" The six-year-old cried out, giving a small, surprised grunt as something grabbed the back of her shirt, stopping her fall as a long, mechanical arm with a claw at the end snaked down and caught Ted around the ankle, stopping his fall.

"Oh, déjà vu," the boy groaned as he was lifted up to the boarded window again, looking to see Sky being held by one of Once-ler's hands gripping the back of her shirt.

An amused chuckle came from the man inside. "So you did come back," he said. "And you brought a friend."

Sky took one look at him and began squirming to get away, looking afraid. Quickly, Ted tried to get himself upright, but that was hard to do. A moment later, the claw holding him upside down jerked upwards, making him somersault in the air before it grabbed the back of his shirt and brought him closer to the boarded window again. The little girl reached for him and Once-ler let the girl go once she was safe in her cousin's arms.

The six-year-old child clung to her cousin. "Ted, he's scary!" She whimpered, tears beginning to fall from her eyes as her voice grew small. "I want to go home!"

"Shh, shh," Ted soothed, rubbing her back to try and calm her down.

Once-ler, seeing this, sighed. "What made you bring the kid?" He asked, his voice lacking the gruffness now.

The boy looked at him. "She's my cousin and...well, I can't say 'no' to her," he admitted, still rubbing his cousin's back.

The man sighed and moved away, coming back a moment later with a device that removed the boards, holding them up as Once-ler reached out, snagging the two children and pulling them in. Ted struggled a little, but the man's grip was strong and the claw held him up off the floor a little as the strange device that looked to be hammers on a long stick nailed the boards back into place on the window. Sky was trembling now in the boy's arms and he turned back to comforting her. "It's okay," he whispered to her, feeling his shirt get a little wet as the child quietly cried, soft hiccups escaping her between her crying, which it seemed she was trying to keep quiet out of fear.

Once-ler pulled out a chair and sat down, pushing a nearby button that made the claw release Ted, who fell a short distance into another chair, one that was soft. He sat up to see the old man looking at him, his facial features slightly darkened still as the light in the room wasn't bright. His green suit looked old and worn and a Thneed wrapped around his neck with his hat perched on his head. He looked at the child. "Can I see her?" He asked the boy softly.

Ted was a little unsure at first, but noticed how his friend seemed upset at frightening a young girl. Granted, he had been annoyed when Ted had first shown up, but it looked like the old man had a soft spot for young kids. The boy looked at his cousin, who was still clinging to him. "Hey, Sky. He didn't mean to scare you," he said soothingly. "He's just...lonely. We're the only two people to have visited him in a long time."

He looked at the Once-ler, who nodded in reply, so the boy knew what he said was the truth. The boy took a deep breath and looked at the child in his arms. "Once-ler could really use friends like us," he said. "Will you give him a chance?"

Sky looked up at her cousin, who smiled and gestured to behind her. She turned to find an old man looking at them, his white mustache and hair showing his age. Now that it wasn't so dark, she could see his face a bit more. He smiled softly at her and she looked back at Ted, who nodded encouragingly. "Go on," he whispered in her ear so that only she heard him. "I bet a hug would cheer him up."

Looking scared still, the little one took a deep breath and climbed down from her cousin's lap, walking over to the Once-ler, gazing up at him before holding her arms out to him in a gesture of wanting to be picked up. The old man reached down and gently picked her up, setting her in his lap. Sky looked up at him again before wrapping her arms around his neck and hugging him, leaning her head on his shoulder.

Once-ler was surprised at this. It had been so long since anyone had hugged him and here was a child he had unintentionally scared who was hugging him as if he was a member of the family. He smiled again and returned the hug, his mustache gently brushing against Sky's neck.

The six-year-old giggled and squirmed. "Your mustache tickles!" She giggled out.

Her giggles made the old man feel playful. "Oh it does, does it?" He asked playfully before looking up at Ted with the same playful expression, making the boy on edge.

"Oh, no. No, no, no!" He said, getting out of the chair, but the claw machine caught him around his ankle again and lifted him up, making him dangle upside down in front of the old man.

Once-ler chuckled. "Don't worry, boy," he said. "Think of this as punishment for interrupting me yesterday."

A gloved finger poked the boy's side, making him let out a squeak before the poking turned into gentle prodding into his ribs, making the boy's laughter grow a bit as the old man playfully brushed his mustache over Sky's neck again, making her giggles grow.

"Heeheeheehee! Tickles!" Sky giggled out, unable to get away as she was trapped in Once-ler's right arm as he held her in a gentle, but inescapable hug while Ted was close to breaking as the gloved hand prodding his ribs moved to his stomach, making him laugh a bit more.

"Hahahahahahahahahahahaha! Come ohohohohohohon! Stohohohohohohop!" The boy pleaded.

"Hmm. Not until I teach you a lesson on interrupting your elders," the old man said, his voice still teasing and playful as he wiggled his fingers against Ted's sides.

That was it as the boy's sides were his tickle spot and his laughter burst out of him as he squirmed, but couldn't get free as his sides were tickled by gloved fingers. His cousin was in a similar predicament as the white moustache kept rubbing against her neck, making her laughter grow.


"HEEHEEHEEHEE! NOHOHOHO! NOHOHOHO TIHIHIHIHICKLES! YOUR MUSTACHE IS TOO TICKLY!" Sky laughed out, happy tears flowing from her eyes as she tried to scrunch up her small neck into her shoulders, but all that did was make the tickling worse.

Once-ler chuckled warmly this time before letting both kids up, making the claw lower the boy to the floor and holding out a hand to him, which the boy accepted and was soon sitting on the old man's left knee while Sky sat on the old man's right knee, giggling still. "So, am I still scary?" He asked, playfully poking the little girl's side.

She gave a cute squeak and playfully batted his hand away before looking up at him, thinking for a moment. "No, not really," she admitted.

"But you give a mean tickle torture," Ted admitted.

Once-ler chuckled again. "Well, if you keep interrupting the story, I'll tickle you again," he playfully threatened.

Sky perked up at hearing the word 'story.' "What story?" She asked.

The old man looked at her. "The one about the trees," he said. "Would you like to hear it too?"

She nodded eagerly, settling against his right side as she gazed up at him with her 'sugar eyes'. He chuckled at that before leaning back in his own chair, an old but still plush, office chair as the two cousins sat in his lap and he continued where he had left off before.

Sky and Ted both listened, having learned that while the Once-ler acted a bit scary at first, he really wasn't so scary once they got to really know him.

I just had to and I'm not sorry in the slightest. :)

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