AN: I dedicate this and thank Madagascar Queen (aka animationgal on dA) on being an inspirado for this FF from her story A Beanpole in a Rabbit's House. Oodles of Kudos to her! Tee hee! ^_^ also there are two AiW worlds: 1950s original and Tim Burton's.

The Once-ler had a horrible day trying to sell his Thneed in the town of Greenville. He was pelted with rotten tomatoes; seeds and mushy red pulp in his jet black hair and his clothes. After being laughed off the stage, he decided to call it quits for the day and head back home. While walking back, he did whatever he could to hold back his tears from a mingle of anger, disappointment and humiliation.

Sighing, he led Melvin back to the Truffula forest, stroking his furry grey head. The mule nickered sympathetically to his owner as if to say it'll be a better day tomorrow. The young man gave a small smile to his beloved friend.

Once home, he felt more and more relaxed. He felt safe. The atmosphere of the Truffula forest seemed to calm him: the blue sky, the green grass, the aroma and colors of the Truffula trees as their fluffy tufts swayed in the summer breeze. The sun was warm. Heaving another big sigh, he leaned against a Truffula tree and slumped down. Feeling a bit sleepy since he had been up at early dawn to practice his sales pitch and jingle, he pulled his fedora over his head and drifted off to sleep.

Wherever he was, the ground felt hard and the time he was locked outside at age five as punishment. Oh! How he remembered that day. How cold and dark it was. How scared he was. Blinking his sleepy eyes, he found his fedora had fallen off his head!

"What?!" he exclaimed, touching his head to find his black hair was sticking up.

He sat up to look around to find himself staring at an upside-down wrought-iron chandelier. He looked confused. If the chandelier was upside down, then that meant...

He let out a yelp as he fell to the floor, landing on his head, which made him moan in pain with a grumpy pout.

"Jeez!" he whined in annoyance, rubbing his bumped head.

Sitting up again, he picked up his hat and put it back on his head looked up at the chandelier and found out that he was actually on the ceiling instead of the floor earlier. He shook his head.

"Weird," he said, scratching his head in confusion. "I was up...wait a minute, how did I get up there?" "

Then shook his head in amused annoyance, thinking about the river incident.

"Very funny, Mustache!" he shouted loudly with sarcastic laugh and an eye roll. "Joke's over! I know you're hiding somewhere!"

Climbing to his feet, he looked around. Wherever he was it didn't look like his home or anywhere he had ever been. There was a black-and-white tile floor beneath his feet and a hallway.

He licked his lips nervously. "OK," he said with hesitance. "Where the hell am I?" Then called out to the Lorax. "OK, Mustache! You win! Wherever you are, tell me where you sent me. Did you put my bed in the river again?"

He didn't hear any response. Usually when this happened, he would hear the sawdusty, impish chuckle from the forest guardian.

He looked around...then saw something dash next to him that looked like a...white rabbit? Wearing a waistcoat and carrying a gold pocket watch. Maybe he could help him figure out where he was.

"HEY!" he yelled. "Hey! Wait! Can you tell me where I am?"

The white rabbit only ignored him and just kept running further away. Once-ler ran after the rabbit but saw he was nowhere to be found...then a door slammed. Once-ler looked over and saw a door. With a shrug, he approached the door and opened it only to find...another door, but smaller. Upon opening the next and the next, each door got smaller and smaller...until it was small enough for him to crawl through it.

"What a weird place," he muttered.

He crawled through the small hole, his butt got stuck for a moment that he had to wiggle it. He was ever glad to be so gracefully thin. He chuckled to himself as he thought of all the times he ran away from Brett and Chet as a child in order to avoid getting beat up. How fast he was and he could squeeze through a narrow space in the fence with ease while his idiot brothers clumsily had to climb the fence, falling on their faces.

After crawling through the tiny door, he sat on his knees and looked around with wide blue eyes at the strange place he was in. It appeared to be a GIANT room with a high ceiling. At the end of the room it lead to three doors. This really was a weird place. With a shrug, he got up and dusted himself off with a hum. He strode over to the three doors and tried each one...only to find them locked. He frowned. Why would a place with doors all be locked?

"C'mon!" he whined as he tried the doors again and tugged on the knobs, but they stubbornly held in place. He peeked through the keyholes, which were dark. They appeared to be sealed off.

It brought back that horrible memory of being locked outside. He hoped this wasn't a nightmare about that. Looking around, he spotted a red velvet curtain and moved it aside...only to find no door at first...until he saw a tiny one at his feet. It seemed big enough for him to squeeze through. He knelt down and reached for the brass knob and turned it...

"OHHH!" a voice yowled in pain.

Once-ler let out a startled yelp, jumping back in. His heart leaped in his chest. What...? Did he just hear...? He looked down and saw the doorknob had a face and wiggled its...knob of a nose painfully. Once-ler blinked his eyes a few times to make sure his eyes weren't deceiving him. Seeing the doorknob in pain, he understood how it felt since he got bopped in the nose by the Lorax upon finding him in bed after the river incident.

"Uh...sorry," he apologized quickly.

"Quite alright, young man," said the doorknob in a snobby, British accent. "But you did give me quite a turn."

"Sorry about that," said Once-ler. Then began to explain his actions, "Y'see I was fol..."

"Rather good one, huh?" chuckled the doorknob, cutting off Once-ler. Then twitched its brass nose, which made it rotate slightly. "Doorknob turn?"

Once-ler frowned as he was interrupted. "Listen, Mr. Doorknob..." he began a bit impatient.

"One good turn deserves another," the doorknob continued to laugh. Then it looked up at Once-ler with seriousness. "What can I do for you, young man?"

"Well, I saw a white rabbit...I guess," he said, leaning towards the doorknob until his forearms were resting on the floor. "I was going to ask him where I, do you mind?"

"Eh?" said the doorknob, then understood. "Oh!"

It opened its keyhole mouth wide, allowing Once-ler to peer in with his round eyes. He spotted the white rabbit just beyond the door.

"There he is!" he said overly excited. "I simply must..."

He reached for the knob to open, only for the doorknob turned its brass head.

"Sorry, you're much too big," it said. "Simply impassible."

Once-ler furrowed his brow. "Uh...I don't know about that, but I'm pretty thin. I could fit through any small holes."

"I stand by what I said," said the doorknob unmoved by Once-ler's argument. "You're still too big."

A pouty frown formed on the young man's face as he was told this. Jeez! What the hell kind of place was this?! How is it he was too big? He was his normal size...well OK, he was freakishly tall, but so what? It wasn't his fault he went through a growth spurt as a teenager.

"Why don't you try the bottle on the table?" suggested the doorknob.

"Uh...table?" he asked confused with a raised eyebrow. "I didn't see any table anywhere."

There was a glass clink and Once-ler looked over his shoulder and saw there it was! Once-ler stared incredulous. He rubbed his eyes and pinched himself to make sure he was still awake. It was as if by magic it appeared! He got up and approached the table and there was a small glass bottle.

"Read the directions," said the doorknob. "And may I direct you to the directions..."

"Uh yea, I got it," said Once-ler a bit annoyed.

This place was not only weird, but it was getting on his nerves. He picked up the bottle and all it said was DRINK ME in elegant writing on a pink piece of paper. He raised his eyebrows as he looked.

"OK," he said with hesitance. "I guess if it says that...there doesn't seem to be anything on here with warnings about it being poisonous. Don't want to get sick or anything."

"Beg your pardon?" said the doorknob.

"Oh, nothing!" said Once-ler with a dismissive shrug. "Just giving myself good advice." He squinted a bit, looking at the bottle. "There's nothing in here."

"Oh there is," the doorknob assured. "Things aren't always what they seem."

True. Once-ler thought. This place was weird enough to be that way. With a shrug, he sipped from the bottle and tasted. There was something in it that...he tasted a silky, cool liquid that caressed his tongue.

"Hm. Tastes like...uh...cherry pie." he commented, smacking his lips.

He sort of descended until he was eye level with the table. He didn't seem to notice and absentmindedly took another sip.

"Custard. Pineapple..." he commented, failing to notice the bottle he was holding was getting bigger and the room seemed to be getting so. "Roast turkey." he finished...until he fell over, holding the bottle he had in his hands was bigger than him!

"What...just happened here?" he said confused.

"You almost went out like a candle," said the doorknob with more chuckles.

Once-ler got up and looked overjoyed that he was small enough to fit through the door. "I guess...I can pass through now that I'm just the right size," he said with a smirk.

Suddenly, the doorknob chortled. "Oh dear! I forgot to tell you." Then after a few moments of laughing, it spoke, "I'm locked."

Once-ler's face fell and blanched as he heard this. "WHAT?! Well why didn't you tell me this in the first place?!" he near-shouted. "Oh NO!" He face-palmed himself.

"Uhm. Don't you have the key, young man?" asked the doorknob.

"Key? What are you talking about?" he questioned with another furrowed brow. He patted his pants pockets instinctively, but didn't feel anything.

"Don't tell me you left it up there," said the doorknob, his eyes glancing up at the glass table.

Once-ler turned around and as if by magic, a gold key glinted on the glassy surface of the table, mocking the tiny Once-ler as it was far out of his reach. Groaning in exasperation, he walked over to the table, which towered over him like a tall Truffula tree. He tried to climb the glass legs with struggling effort, falling a few times. The doorknob chuckled in amusement as he fell down each time.

Once-ler gave up eventually, crestfallen and defeated. He was never going to get anywhere now. He was too small to reach the key and the door was locked. He sighed, resting his cheek on his fist.

"What a horrible place this is!" he whined sulkily. "It's not fair!"

"Well, you can't really take things for granted, young man," said the doorknob.

Once-ler glowered at the talking doorknob. "Oh and I don't suppose you could offer me some helpful advice, Mr. Doorknob?" he responded sassily.

"Try the box naturally," suggested the doorknob.

As if by magic again, a small gold box appeared at Once-ler's feet. He flinched. He was not liking this place at all: things just appearing out of thin air, a drink that made him shrink, an irritating doorknob that talked...what would be next?

"OK, question," said Once-ler uneasy. "Is there any more weird stuff I should be aware of that's going to be happening from here on out?"

"I don't think so," said the doorknob.

Once-ler opened the box, which contained cookies inside that all said one word. EAT ME.

"Jeez," he said. "Could this place be any more obvious?"

He picked up a blue one and took a bite absentmindedly. Immediately, he felt himself bouncing a few times until he hit his head on the ceiling.

"Jeez!" he grumbled, rubbing his mop of hair on the bruised spot under his hat. "Looks like I went through another growth spurt! Like I'm teased enough for my height!"

Upon seeing that he was squashed in the room, his legs seemed to take up the most space of all. The heel of his shoe was was jammed in the face of the doorknob.

"More like a growth spurt times ten," he said surprised. "Great! First I was normal-sized and considered 'too big' to go through the door, then I shrunk to the size of a mouse and now this! Mustache would have a field day if he were here to see this."

He heard the doorknob mumble something. He removed his foot out of the doorknob's face.

"Did you say something?" he questioned, still rubbing his head.

The doorknob twitched its knob nose and then looked up at the giant, skinny beanpole that sat there, scrunching up his knees towards his chest.

"I said...a little of that went a long way," the doorknob replied...then burst into chortles of rambunctious laughter once again.

Once-ler just couldn't stand listening to the laughter anymore. He was overwhelmed with this place. He suddenly felt like a little kid, teased and all alone...hearing nothing but the laughter from his family telling him he would amount to nothing, the kids at school teasing him about his clothes or his skinny, tall frame, and now the people in Greenville when they threw tomatoes at him when he was trying to sell his Thneed. There was only so much he could keep back. Something inside him just broke...

"Well, I don't think it's funny," he replied, his voice breaking and feeling tears form in his baby blue eyes.

He hitched a few breaths, his thin body convulsed and he tightened his quivering lips, trying with every ounce of effort to keep it back, but it was no use. He lowered his head, his black shaggy bangs fell in front of his eyes, trying to hide his face. Then Once-ler wiped away a tear from one eye with the back of his trembling hand...and one escaped from his other eye, rolling down his round, freckled cheek.

"N-now I'm too big and...I'll NEVER get out of here. It's j-just not fair!" he whimpered like a small child.

The teardrop fell and whistled like a bomb being dropped from an airplane, then landed with a giant kersplash on the floor, exploding all over the tiny door, making a huge puddle.

"Come, come, now, young man," said the doorknob filled with sympathy, soaking wet from the teardrop. "Crying won't help."

More tears streamed down Once-ler's cheeks, his thick eyelashes were wet and his eyes like dewy forget-me-nots; he let out small whimpering cries...trying to keep back his emotions that he walled up inside him from all those hurt feelings for so long. But the cup was overflowing that it just wouldn't hold anymore.

"I-I know," said Once-ler in a shaky voice as he wrung his hands, embarrassed, trying to remember what his Mom told him: boys don't cry. It's unmanly to cry. "B-but...I just..." he blubbered, then finished in a high-pitched whine. "I j-just c-can't stop."

The young man lost control of his composure, bursting into noisy tears. He just cried and cried, his loud sobs filled the room...giant tears poured out of his eyes, falling and landing like raindrops would feel like on ants during a wild rainstorm, splashing on tiny door and made more puddles.

Once-ler was a complete mess: his screwed-up face was flushed, his round, youthful cheeks were wet, his nose was running with snot and his body convulsed with each sob, alternating from wiping his tear-soaked eyes to covering his face with his hands. He looked like a child who had been pushed down in the mud...and no one cared to help him up.

The room began to flood from the giant sobbing Once-ler's droplets. The doorknob pulled away in fear and panic as the salty water began to rise higher and higher, the waves rocked violently like a powerful typhoon on the ocean as more tears rained down.

"Please...please stop!" begged the doorknob. "This won't do...this won't do at all! Please stop crying!"

Once-ler couldn't even hear the protesting doorknob over his bawling. His clothes got soaked as the pool continued to flood the room. He was just too overwhelmed to care anymore at this point...he was inconsolable.

"Hey, you!" shouted the doorknob, spluttering and spitting out the salty water, trying to get the crying young man's attention. "You up there!...Hey! Beanpole...wake up...wake up..."

Once-ler heard the doorknob's voice change into that of the Lorax's coming from somewhere...huh?! He felt himself being shaken...then he felt the entire scene he was just in begin to dissipate. The young man blinked his eyes, finding they were wet and his cheeks were soaked with tears. His hat was still over his head. Sniffling, he fixed his hat and wiped away the evidence of his...unmanly tears.

"Hey, Beanpole," said the Lorax. He looked concerned. "You OK? You were crying in your sleep."

Once-ler flushed with embarrassment. "Oh...uh...yea," he said sheepishly. "Just uh...had a bad dream, that's all."

"Are you sure you're OK?" the little orange guardian said.

The young man smiled. "Mm...yea. I'll be OK. Sorry for crying."

"Hey, don't worry 'bout it, Beanpole," said the Lorax with a shrug. "There's no one here except us. We won't judge."

Once-ler smiled a little. He thought the Lorax would laugh at him for what he just did, but he was ever relieved. The Lorax looked at the young man. It must've been some dream for him to be crying like that. Beanpole always seemed to be sad when he came home after trying to sell that Thneed. He decided not to ask what his dream was about since he was embarrassed enough from being caught in a vulnerable moment.

The orange meatloaf perked up as he came up with an idea. "Say, let's go make those pancakes. I dunno about you but I'm starving."

He hummed with a smile, feeling cheered up already. He always liked doing that. "Alright. Thanks, Mustache."