A/N: Here ya go! Next Chapter. (Finally, right?)

The Once-ler stepped out into the afternoon sun, holding Pipsqueak in one hand while shielding his eyes with the other. The Lorax put a hand over his eyes as well as he looked around for anything peculiar the girls might have thought was interesting enough to freak out about. Everything seemed normal to him, but then, these were humans he was dealing with. Who knew what sorts of things made kids excited? He had dealt with orphans before, but they were of the animal kind.

A loud giggling turned his wandering attention towards the three girls who had crowded themselves around the base of a Bar-ba-loot tower. The Bar-ba-loots were simply going about their daily business of fruit-gathering, but the girls seemed to find it highly amusing. This notion confused the Lorax to no end. What was so funny about it? He looked up at the Once-ler, who was smiling at the girls' antics while attempting to keep hold of a struggling Pipsqueak. The Once-ler kept a firm grip on the tiny Bar-ba-loot until he had lowered Pipsqueak to a less dangerous height. The second he let go, Pipsqueak burst off in the direction of his relatives and climbed up over their heads to the top of the tower. This brought on a whole new wave of mirth from Margo, Edith and Agnes. Seriously, what was so funny?

The Lorax looked up at the Once-ler once again. Whatever this joke was, he seemed to get it. The Once-ler glanced down at the Lorax and noticed the orange creature staring at him like he had gone completely mad. He simply shrugged, then gestured with a hand over to the place where Melvin still stood chewing away at the bit in his mouth. The Lorax nodded to indicate that he understood, then watched pensively as the Once-ler walked away to take care of his mule. The tall beanpole of a human stretched his arms as he walked. Who could blame him? His daily endeavors consisted of catching three little girls out of the sky only to have the air squeezed out of him in their grips of death.

The Lorax turned his attention back to the spectacle before him. The Bar-ba-loots were now attempting to balance Agnes on top of the tower. The girl was oblivious to their struggles to keep upright as she attempted to reach the nearest Truffula fruit. The Lorax shook his head slightly. Now he saw the comedic value.

The Once-ler gave Melvin a pat on the neck as he took off the bridle. The mule uttered a soft, appreciative bray, shaking his head to get the kinks out of his jaw. The Once-ler hung the bridle up on a hook that stuck out from the side of his tent and turned to walk back to the scene of the girls' enjoyment. As he walked, though, he caught a small snippet of conversation, and he found himself slowing to a stop just out of view.

"...you become orphans?" The Once-ler simply stood rooted to the spot. The voice belonged to the Lorax. He hadn't heard much of the question, but enough to know what it was, and what sort of memories it might bring to light. He listened for a few seconds more as the silence around the corner became more and more pronounced. After what must have been a few millennia, for there was no other possible amount of time that could make a silence that awkward, the pink-clad sister spoke out quietly.

"Our parents gave us away," she said simply with a hint of defiance and hurt in her voice. By this time the Lorax had to have realized that his question had been a mistake.

"Shush, Edith," The Once-ler heard Margo say. She continued in a less stern, yet just as pained voice.

"Our mother packed us some clothes one night and drove us to the orphanage. No warning; just... dropped us off and left us there."

"Miss Hattie's evil," Agnes added in a whisper. Miss Hattie must have been the orphanage's owner. The Lorax wouldn't know that, so the Once-ler stepped into the scene before the meatloaf could ask another question proving him worthy of his nickname. He pretended he hadn't heard a word, acting as though he'd stepped into a very awkward scene and he was confused by it.

"Uh, did I miss something?" He asked innocently, looking from the girls to the Lorax. The girls shook their heads and the Lorax turned his gaze to the ground.

"All right..." the Once-ler said with false hesitancy. "Why don't you girls let the Humming Fish take you down to the river for a swim before I make supper, all right?" Agnes immediately perked up and Edith grew a smile, but Margo remained slightly dejected.

"But we don't have swimming suits," she said matter-of-factly.

"Just jump in with your clothes on," he countered. "Whoever said towels can't be used as temporary dresses wasn't thinking straight."

"All right!" She said, convinced. She took her sisters' hands and let the Humming Fish lead the way down to the riverbank. The Once-ler wasn't worried. The water was relatively calm during weather like this. He turned to face the Lorax, his expression clearly relaying that he meant business. The furry orange meatloaf had a very guilty look plastered to his face as he looked back up at the Once-ler.

"I..." he started, but the Once-ler cut him off.

"What were you thinking?" he asked, exasperated.

"I was just asking..."

"Exactly! You don't..." the Once-ler glanced down to the river for a split second, feeling as though the two of them were being watched. As it were, Agnes had spotted them talking and was staring at them quizzically. The Once-ler gave her a half-smile and took the Lorax by the arm, leading him around to the front of the tent and inside. He set the orange creature down on the bed and began pacing a circle into the floor.

"You don't just go asking three little girls how they lost their parents! I can forgive you for nearly killing Pipsqueak and me in the river, I don't know how, but I can... however, this is gonna take a lot more than an apology."

"Well, I didn't know! What else can I say but 'sorry'?" The Once-ler took a deep breath and stopped pacing in an attempt to calm himself.

"Figure it out," he said quietly, then left the tent. The Lorax sat a bit dumbfounded for a moment before hopping off the bed. He noted that Once-ler had left the door ajar so he could get out if he wanted. The kid may put on a stern face, but he was always aware of everyone's needs. The Lorax stood there thinking with no intention of moving until he'd lived up to Once-ler's expectations and solved his current problem.

The Once-ler found himself walking into the Truffula forest, no real aim in mind. He might've been a bit harsh on the Lorax – the orange fur ball didn't know any better; but the question posed reminded him of his own parental situation, and he knew how painful a subject it could be. He wasn't an orphan, but he understood.

The Once-ler's father had been very kind to him and his brothers, but his mother and father didn't get along in the slightest. It always made him wonder why they had married in the first place. Eventually, it got to be too much. They filed for a divorce. His father remained at home while the details were worked out, and the Once-ler sincerely hoped he would gain custody over the three of them. It didn't happen. Somehow, somehow his mother managed to be a convincing enough parent during the days it mattered to keep the kids on the farm with her. On the day his father left, the Once-ler begged to go with him, but it wasn't to be. He followed his dad as far as he could, and when the two were out of earshot of the others, his father leaned down and took the Once-ler's hat from his head, spinning it around in his hands a few times.

"You know," he said quietly with an air of conspiracy. "Your mother never did like this thing." He smiled, replacing the hat to its proper place. The Once-ler smiled in return. His father hugged him before standing back up to leave; and the Once-ler never saw him since. The hat never again left his head.

He came back to his present situation when he tripped over a tree. He played that last statement back in his head, and instantly came to think that it was an odd question of circumstance to trip over a tree of all things. He wasn't that tall. Bringing his arms under his chest, he pushed himself up and flipped over to a sitting position, looking in the direction he had come. Lying across what had been his path was a freshly fallen tree trunk. The end where it had split looked as though it had been rotting for quite some time, leaving only a mottled and sickly-looking stump to mark where the tree had once stood. Looking up the trunk to the other end, he nearly started in surprise.

The tuft of the tree was a beautiful cyan blue where the light managed to shine through, though it gradually deepened into a far darker, almost black shade of the colour towards the center. Looking back at the trunk, he found the bark to be a dark grey; black rings gently coiling their way up to the tuft. He had initially thought that the trunk's odd colour was a result of the disease that caused the tree to fall, but now he wasn't so sure.

The fruit that hadn't been crushed on impact with the ground was not the usual pinkish-purple colour of the other trees, but rather a very deep purple. It must have fallen recently, and the infection must not have damaged more than the one area, for the rest of the tree looked positively serene and free from harm. It hadn't even begun to decompose. Perhaps Truffula trees never did.

He stood up, the knitting needles he had taken to carrying around with poking him through the lining of his pocket. He took them out and twirled one between his fingers, zoning out for a while.

Back at the tent, the Lorax was contemplating his own situation. He would have absolutely no trouble simply walking up to the girls and apologizing, but the Beanpole had told him it wouldn't be enough. Perhaps he had a point. If he simply apologized, it would bring the topic up all over again, and that was something that the Once-ler obviously wanted him to avoid. Perhaps a gift of some sort? No, that'd be too obvious; and figuring out what sort of material things humans needed wasn't really within his area of expertise. He wanted to ask the girls what he could do to make up for his ignorance on the subject of human orphans, but Beanpole'd have his neck for it. This was a lot tougher than he thought it'd be. The Lorax sighed, wandering over to the window. The flap was partially raised and held up by a small length of knitted Truffula fibres left over from the Once-ler's Thneed. He gazed outside with slight difficulty due to the height of the window, but he still managed to see the girls and the Humming Fish diving around in the water, having the time of their lives while the Bar-ba-loots splashed them as they cannon-balled into the river.