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- The Once-ler as George
- Little Cat A as Skarloey
- Little Cat B as Rheneas
- Sam-I-Am as Percy
- The Cat in the Hat as Thomas
- Joey (Sam-I-Am's Friend) as Gordon
- Wickershams as Troublesome Trucks
- King Derwin as Sir Topham Hatt
- Various Whos as Workmen
Narrator: "One day, The Once-Ler was waiting for Sam-I-Am to take him to a new workplace. The Once-ler was being rude to Little Cats A and B."
The Once-ler: "You're just worn-out cats on worn-out paths!"
Little Cat A: "You need rocks for your roads."
Narrator: "Said Little Cat A,"
Little Cat A: "And we're helping you."
The Once-ler: "I need to flatten little cats in the graveyards."
Narrator: "Retorted the Once-Ler.
Then, Sam-I-Am arrived to take the Once-Ler away. He was still rebelling."
The Once-ler: "Forest paths are no good! Turn them into roads!"
Narrator: "The Little Cats were pleased to see him go.
Little Cat B: "Rollers are rubbish! So good riddance!"
Narrator: They called. the Once-ler grumbled all the way to the old forest. He was going to turn it into a road.
When they arrived, The Once-ler was rude again."
The Once-ler: "Bumpy ride on rotten paths. I'm glad it's over!"
Sam-I-Am: "So am I."
Narrator: "Said Sam-I-Am."
The Once-ler: "Ha!"
Narrator: "Huffed the Once-ler.
Sam-I-Am was till fuming when he met The Cat in the Hat."
The Cat in the Hat: "What's up, Sam-I-Am?"
Sam-I-Am: "It's the Once-Ler. He makes me feel down."
The Cat in the Hat: "Just ignore him."
Narrator: "Puffed the Cat.
The Once-ler was now enjoying himself."
The Once-ler: "Ripping up forest paths!"
Narrator: "He chortled."
The Once-ler: "What a life!"
(The Cat in the Hat whistles)
The Once-ler: "What do you think of this, Cat?"
Narrator: "The Cat in the Hat took no notice. The Once-ler felt insulted."
The Once-ler: "You're a useless black puffball!"
Narrator: "Said the Once-ler, but the Cat didn't hear."
The Once-ler: "I'll show him who's boss!"
Narrator: "At last, the Who's reached the level crossing."
A Who: "What shall we do here?"
The Once-ler: "Tear it up! Tarmac it!"
Narrator: "Said the Once-ler. So they did, but not properly, and the Once-ler knew it too.
Later, the Cat in the Hat was traveling home on the same line. He was helping Wickershams deliver vegetables. The signalman had forgotten to warn his Who about the crossing."
The Cat in the Hat: "That's nice, we don't need to stop."
Narrator: "Said the Cat happily."
The Cat's Who: "Yes, we do."
Narrator: "Called his Who. But it was too late."
Narrator: "Next Day, Sam-I-Am told Joey all about the Once-ler."
Narrator: "Snorted Joey."
Joey: "You're just a small man. That's why he's rude to you. He wouldn't dare cause me any trouble!"
Narrator: "The Once-ler had been taken to some yards to work.
As he was chuffering about, The Lorax arrived with a bunch of Wickershams.
The Once-ler was blocking his way, and a Wickersham was stuck on the main line."
The Lorax: "Let me through!"
Narrator: "Demanded the Lorax."
The Once-ler: "I'm too busy! You'll just have to wait."
The Lorax: "There's no time to wait. I must clear my Wickershams from the main line to let Joey through!"
The Once-Ler: "Pah!"
Narrator: " Said the Once-ler.
The Once-Ler: "Then you'll have to wait too!"
The Lorax's Who went to complain to the Stationmaster, but the Signalman had already switch the points and set the signal to allow Joey to speed through.
His passengers were singing his praises, and he was making express time."
Joey: "I'm the greatest! Just watch me fly by!"
Narrator: "He whistled long and loud as he approached the station."
Narrator: "Suddenly, he saw a Wickersham on the line ahead."
Joey: "Get out of my way!"
Narrator: "But the Wickersham wouldn't move."
Narrator: "Until Joey forced it, by accident."
Joey was worried that King Derwin would be cross. He was, but not with Joey."
King Derwin: "Who ever caused this disturbance will have me to answer to."
Narrator: "And he did, a few days later."
The Cat in the Hat: "Look who's here!"
Narrator: "Said the Cat in the Hat.
The Once-ler had been found out by King Derwin and punished. He looked miserable.
Sam-I-Am: "Now we'll have some peace at last!"
Narrator: "Said Sam-I-Am."
The Once-ler: "I want to get rolling again, but i've got to wait a whole week till' I do."
The Cat in the Hat: "And then you'll be just as rude as ever. Eh, Once-ler?"
Narrator: "I hope not. Don't you?"
- Footage Copyright: Dr. Seuss Enterprises, the Jim Henson Company