Admittedly, I wrote this on the fly, as in I did not look back as I wrote, so there might be some mistakes...I just watched the Lorax yesterday and I thought, well, gee, what if this happened? So...enjoy? :'D.

They were only up to his knees, the trees. Like weeds, or roses. Maybe both.

The Once-ler tried his best not to step on them. There were many in the soil now, and it brought some sort of meager pleasure that it became difficult to walk around them, if there were so many. The boy—Ted—done good. The boy done good.

He breathed, and coughed. The air was clean, but it scraped against his throat with grainy claws. Air must not be so easy to get used to, he reckoned. It had been decades, after all. Long years.

The swans hooted, and he rubbed his weathered ears. They recalled an old part of him, their voices, that made him feel as if his legs were straight again, his back sinewy, his energy fit to burst. But as he tried to look up, something cracked and he shriveled in pain. The past was past, after all. And the barbaloots and hummingfish had yet to return, the swans yet to land and come to him.

The Once-ler was beginning to realize that it was not the fault of the trees that prevented him from walking as his knees trembled.

"Oi, Bean-Pole."

An old friend's voice, and he smiled. The Lorax came before him, a watering can in hand. The Once-ler rubbed his eyes and blearily beamed.

"Whatya doing, just standing around? Help me out, will you?"

The Once-ler obliged and lifted the watering can from the creature. He did not tell him how his arms shook just from the weight of it.

But the spirit of the trees was no fool, and he understood humans just as much as he understood the forest. His furry eyebrows wrinkled.

"Something eating you?" he said.

The Once-ler shook his head. "Just the swans, though," he said. "They haven't landed yet. And the animals haven't come back."

"They're just waiting to see if they can still trust you again," said the Lorax. "It's been a hard life for them."

The Once-ler nodded, a cold sinking feeling in his stomach.

"I hope that would come soon," he said.

"You gotta have patience. It'll come in due time," the Lorax said, before turning away to tend to the saplings.

The Lorax didn't understand the gravity of the meaning in the Once-ler's words. The Once-ler had lived a long life for a human, after all.

The Lorax was an old spirit, and has seen many things.

He was no stranger to death.

He had suffered the deaths of his friends as they died of old age, when the forest was still beautiful. He had suffered the murder of all the trees, and the animals that had called them their homes, when the Once-ler rotted in his greed. He had suffered the deaths of the animals as they trudged on a trail of tears to a world they did not know, dropping one by one in their paths. Death has made him grieve. Death has made him wise.

But the Lorax had yet to suffer the death of a human friend, whose fragile life lasted so brief compared to the Truffula trees. Old age meant wisdom, rings in the bark, reverence and beauty. He did not recognize death when the Once-ler hacked and coughed, pounding his chest with a bony fist. Nor did he recognize it in the fatigue drooping his eyelids and muffling his voice.

How ironic, that the guardian of the forest as old as the trees itself, was so naive to mortality.

"Bean-Pole."

The Once-ler stirred the batter in the bowl with a weary hand. The Lorax noticed how his hands shook when they poured the flour and scooped in the sugar. He had assumed it was because the Once-ler had not made pancakes in a long, long time.

"Yes?" said The Once-ler.

"Lemme give it a shot. You get yourself in a chair and I'll do the rest."

The Once-ler chuckled. The Lorax could barely hear it. "You? You couldn't reach the stove."

"I'll stand on a book or something. You look like you haven't gotten enough sleep."

The Once-ler smiled wryly but said nothing. The Lorax hopped out of his place on the chair and nudged the Once-ler's legs to move him aside. He nearly toppled, as defiant as a matchstick in a hurricane.

"I wanted to leave them out for the swans," said the Once-ler. "And give some to Ted and his friend. He says the Truffula in the city is starting to bud fruit."

"That's great, that's really great," said the Lorax. "But you want to be standing when the kid comes along, right?"

The Once-ler complies and backs away. The Lorax pushes a chair to the kitchen counter and clambers on it, his chin just reaching the top. With great effort, he stirs the batter onto the frying pan, careful to avoid it as the pan sputtered flecks of batter.

"You going to eat some yourself?" asked the Lorax. "You haven't eaten much lately. Trying to promote yourself to string bean?"

He used a spatula to flip the pancake on its pale side, its golden face beaming back up to the Lorax. It reminded him of the barbaloots.

"Maybe you got yourself a bit under the weather, you know?" said The Lorax. "I don't really get that a lot. I mean, no allergies or nothing. But rumour has it they are the worst."

He brushed the finished pancake onto a dish and spooned another healthy amount into the griddle. The stuttering pan was loud, strangely so.

"Oi, you gonna talk up or what?" said the Lorax. "Or am I going to have the freedom to tease you all—?"

The griddle fell to the ground, splaying hot batter all over the floor. In a swift motion the Lorax jumped off the chair and ran to the Once-ler's side. The Once-ler was collapsed in a chair, his breathing heavy and strained. The Lorax reached out to try to feel for a fever, but there was nothing. Illness he could not understand.

"Kid, kid—" He did not understand the irony. "What's wrong? Kid, speak to me. What's wrong?"

The Once-ler couldn't speak. He could barely make a noise, or keep his eyes open. He trembled, and he felt very cold. The Lorax did as well.

"Kid, stay with me. You gotta stay with me." He needed help. The Lorax needed help now, but who? The swans would not descend and the barbaloots were no longer around to carry the bed for him anymore. The Lorax felt his skin burn with anxiety as the Once-ler wheezed for air, his skin graying. He was here, saying he would help, saying he would do something, anything—and yet there was nothing to be done.

He heard the growling of Ted's bicycle groan outside the house, and relief swept him like cold air. For now.

He had warned him before, the Once-ler. Only, the Lorax did not take heed.

It was a year or two ago, when the Lorax came by and the Once-ler couldn't even get out of bed. Something about throwing off his back, which the Lorax did not understand, being as lithe and springy as the trees he represented. But seeing the Once-ler stiff and aching in bed gave him a good idea of the ailment.

"It comes with getting old," said the Once-ler as the Lorax handed him a cup of fresh Truffula tea.

"You aren't old. You just grew a longer mustache," said the Lorax.

The Once-ler laughed as if it were a joke, but the Lorax did not understand. He was being very serious.

"I guess I'm better off than most old people," said the Once-ler. "I've reached eighty with considerable ease."

"You say it as if you're running a race," said the Lorax.

"That's what it is, isn't it? Sometimes. With a finish line and everything."

The Lorax's mustache bristled. "Don't talk like that."

The Once-ler turned his head and gave the Lorax a somewhat curious look. "Well, I'm not condemning myself. I'm just stating a fact of life."

"You are. You're saying like this whole back problem is going to kill you or something."

The Once-ler opened his mouth, but closed it and settled his head back in its well in his pillow.

"You're keeping something from me," the Lorax said abruptly after a moment of silence.

"Death isn't a bad thing, you know," said the Once-ler quietly.

"I know that," said the Lorax. "I've seen a lot in my days. But you're talking nonsense."

"You know," said the Once-ler with a bit of a laugh. "Even though you're probably a good thousand years older than me, I'm still considered old by most other living things."

"And am I predicting my death sentence anytime soon? No. So clam it and get better."

The Once-ler sighed, and it brought an unnerving chill down the Lorax's spine.

"I can't pretend like I can avoid it for very long, you see," he said. "I've already had my will composed."

"Your what?"

"After I'm gone, I already arranged for the house to be demolished, and a flower bed in its place. I think the barbaloots would appreciate that, if they ever come back."

"Don't talk about this nonsense-"

"And I wanted to return the seventy-five cents, nail, and snail shell to Ted. I'm afraid I haven't many possessions to leave anyone, but at least I have someone to leave them to."

"Stop it!" said the Lorax. He breathed in, his chest heaving. "Just stop it."

The Once-ler quieted, his face falling slightly. "That was tactless of me," he said. "But you've got to understand that I am dying. Maybe in half a year, maybe in five. But that's part of life. That's part of nature. Like your trees. They leave a story, a seed, a memory behind, and then they've got to go on."

The Lorax's mouth suddenly felt very dry. "Since when did you become an expert on trees?" he croaked, trying to brush away the idea-the truth-that his friend whom he hadn't seen for so long was going to die soon.

"Several decades gave me time to think," the Once-ler said with a chuckle. It was saddening, how so long of the Once-ler's life was thrown away in regret and mourning, and as soon as redemption found him, he was close to the end.

"But you oughtn't to be sad," said the Once-ler. The Lorax almost blanched at the ridiculous notion. Death, no matter how peaceful or well-timed or accepted, was always painful.

"It just doesn't seem very fair," said the Lorax, and he found that his voice was heavy, "that you can just leave after I came back."

"I'd rather it be this way than if I could live to be nine hundred and never see a tree again," said the Once-ler. He waved a hand though. "But you don't have to worry. Throwing off my back doesn't mean I'm going to die. It's just a minor inconvenience of age."

The Lorax wanted to give him a healthy sock in the nose like long before, but those bones were so delicate now. He was only just realizing how fragile the Once-ler was, how much thinner and brittle than before.

"Then stop being a sissy and drink this," the Lorax said gruffly, pouring more tea in the Once-ler's cup.

That was a year ago, and the Once-ler had recovered quickly after that. The Lorax had forgotten the Once-ler's reminder-warning-for far too long.

Eighty-seven years, to the Lorax, was not a very long time.

A tree lived for two hundred years, after all. Some even five hundred. Others, a thousand. Eighty-seven years was just a baby, fresh out of sapling-hood. A fresh, clean adult ready to take on the world.

He never lived with humans long enough to understand that eighty-seven years was lucky.

But as he sat in silence in the Once-ler's bedroom, watching the elderly man lie motionlessly on the bed, he was beginning to understand. As he watched that weak chest rise and fall under the threadbare sheets, he remembered shocking that same body with the barbaloots, how the Once-ler jumped back up with vibrant life with wide eyes and a great smile. He thought of doing it again, had there been any barbaloots or hope.

Ted had brought a doctor with him as soon as possible, but there was some sort of understanding in both the child and the adult's eyes as they tended to the Once-ler. The Lorax didn't like the look of it. It looked resigned. As if ready to mourn.

The Lorax tentatively reached out and patted the Once-ler's arm. It was worn; the arm that had once so easily chopped down a Truffula tree was bony and bare. How the Lorax did not notice the wrinkles, the aged spots, the grayness, until now, he did not know.

"Hey," said the Lorax. His voice was coarse. "Bean-Pole."

It was a miracle—the Once-ler blearily opened his eyes. They were misty, or cloudy. Almost blind. The Lorax wondered if he could see color still, the color of the vibrant truffula trees. Of himself.

The Once-ler smiled at the sight of the Lorax. "Seems like," he rasped, "you're always around when that light's coming nearer."

The Lorax didn't bother to ask what he meant by the light. He was beginning to understand. Like a child, he was beginning to understand.

"The barbaloots, the hummingfish," the Once-ler said. "Are they back yet?"

The Lorax almost considered lying. He was so close to it. "Not yet."

The Once-ler sighed and closed his eyes. "They were good musicians, those hummingfish. Would have done well with my guitar, I reckon."

"They must be on their way," said the Lorax, a plea straining his voice. As if that hope could tie the Once-ler to the earth for a little longer. "Just wait a bit and they'll be here."

The Once-ler chuckled. "You think they are?"

"I know it. I do," said the Lorax. "And Pipsqueak—he's bound to be a father himself now. He'll bring along his own cubs, and they'll grow attached to you and your offensive marshmallows, and—"

He was interrupted by the Once-ler's hacking coughs. Each was a knife to his ears.

"And they'll call this place home again," The Lorax finished with a swelling lump in his throat.

The Lorax was naive to human death, but he was no fool. He was a part of nature, a part of life—he could feel life ebbing when it was ready to leave.

"Would they forgive me?" asked the Once-ler.

Don't cry. For God's sake, don't cry. The Lorax swallowed.

"They already do," he said, and he meant it. "We all already do."

The Once-ler smiled, and it made the Lorax hurt tremendously. The sun was waning, the last of its essence withdrawing its fingers across the land. Lady Moon took the stage, and it began to grow cold.

"Will they be here when I wake up?" the Once-ler murmured. He was tired, very very tired.

The Lorax nodded, when he knew that the Once-ler would never see.

"Waiting for nine servings of pancakes," said the Lorax. It hurt to talk.

"Wake me up when they come," the Once-ler said, his voice as silent as breathing. As if he were praying.

"I promise," said the Lorax. He gripped the Once-ler's hand tight.

The Once-ler closed his eyes. Moonlight swathed him. Perhaps a funeral shroud. He couldn't have asked for anything better.

"Good night, Lorax," he said. "I'll see you in the morning."

The Lorax knew he would break his promise before he even made it. He never left the Once-ler's side that night, but the Once-ler left his.

"See you in the morning."

They buried him under the tallest Truffula tree.

It rained that day, as if he was making his last effort to care for his trees again.

Somewhere out there, they thought they could hear the Hummingfish sing his requiem.

Somewhere out there, they bejeweled his old home with flowers he would never know.

Somewhere out there, they knew that the Once-ler broke the Lorax's heart for the last time.