A/N: This was a rather interesting one-shot to write; the idea to write it at all is credited to Crystal Persian, and the picture it is based off of was created by Slasher12 on Deviantart. (check it out). Anyhow, enjoy the story, and please let me know what you think!


Pipsqueak sat happily by the river, swinging his feet back and forth along the surface of the water in an attempt to splash the Humming-Fish that swam by, encouraging the little Bar-ba-loot in his endeavors. He managed to catch one of the Humming-Fish with a rather large spray of water, and the other Humming-Fish stopped swimming to laugh at their unfortunate companion. Pipsqueak took his chance and kicked his feet hard, catching them all with the splash. It was the little Bar-ba-loot's turn to laugh, and he did so gleefully.

His smile widened when he heard the now-familiar sound of hooves navigating their way through the trees and the companion sound of light footsteps alongside. His human was back from the town! He abandoned his game with the now giggling Humming-Fish and bounded towards the noise.

He came upon the newly beaten path – the route only ever having been used by the Once-ler – and sat down at the side of it to wait in fidgeting excitement. By the time he could see his human properly, Pipsqueak could tell that there was something wrong. What it was, he couldn't say, but his sneaking suspicion was reinforced when the Once-ler did not pick him up as he usually would, but rather walked right by. His human hadn't even seemed to notice him sitting there. Pipsqueak's ears drooped in disappointment, and he stood dejectedly to follow along behind.

His human unhitched Melvin, leading the mule towards a fresh patch of grass and removing the bit from his mouth. Melvin gave the Once-ler a small, affectionate nuzzle before he settled down to graze, and the Once-ler gave him an absent-minded pat in return as he walked in the general direction of his tent.

Pipsqueak scurried up to Melvin, silently asking the mule what was wrong. Melvin just gave him a puzzled look, then raised his head and looked over his shoulder in the direction the Once-ler had gone. The two of them watched their human unwrap the Thneed from about his neck and throw it unceremoniously at the ground before the door of his dwelling with a huff. Pipsqueak asked again, but Melvin still had no answers, though he agreed that something wasn't quite right. Pipsqueak nodded his thanks and bounded away, following his human into the midst of the valley's bright Truffula forest.

He didn't know where they were headed, but he followed anyway. His human might need him; and asking for a marshmallow couldn't hurt, either. He glanced back to see Melvin watching them leave, but otherwise paid no more attention to anything apart from his current purpose.

Primary objective: obtain delicious marshmallow.

Secondary objective: discover the cause of his human's odd behaviour.

Tertiary objective: fix it.

With a game plan in mind, Pipsqueak strolled on with an easier gait. He was positively, absolutely, without a single doubt in his mind, convinced that the Once-ler knew he was there but was simply ignoring him. Or, on a much less certain but altogether more pleasant by comparison note, maybe he was so lost in thought he wasn't quite aware of his surroundings. The latter was proven when his tall human tripped over a rather prominent rock that could have easily been avoided had it been observed by wary eyes. The Once-ler picked himself back up without a word and continued his stroll into the vivid depths of the valley.

Rather abruptly, his human stopped in his tracks, sitting down to lean against an Orange-Tufted Truffula tree. Pipsqueak watched curiously for a while as the Once-ler tipped his hat down over his eyes, laying his hands across his stomach. Perhaps he was sleeping? The little Bar-ba-loot wandered cautiously up to the Once-ler and peered under the grey-brimmed hat that shadowed his human's face. When the Once-ler gave no indication that he was aware of Pipsqueak's presence, the tiny Bar-ba-loot placed his front paws on his human's arm and attempted to nuzzle the hat away to gain his notice. It worked a little better than Pipsqueak had hoped, and he was delighted to find his human reaching an arm up to pull the hat questioningly away from his eyes. Pipsqueak perked his ears when he knew he had the Once-ler's full attention. The Once-ler sighed and smiled half-heartedly, reaching into his pocket for one of the squishy, delicious marshmallows that Pipsqueak so dearly loved to stuff his face with.

Pipsqueak accepted the marshmallow with the usual lack of grace, holding it between his paws for a moment to revel in its glory before nibbling on the corner. He decided that he should make this marshmallow last, it was probably the only one he'd receive for a while, considering that his human had pushed his hat back down over his eyes. Well, his primary objective was complete. He munched away at the marshmallow, sitting down beside his human in the grass. All the while, he produced, reviewed, and scrapped several schemes in the hope of finding one to suit his purpose. The secondary objective would be difficult, if not impossible to carry out, considering he had no voice to ask of the problem's origins with. Well, might as well skip that one, and move on to objective three: fix it. How to do such a thing? Ah!

Pipsqueak gobbled up the rest of the marshmallow before bolting off amongst the trees. Minutes later, he came upon a rather tall Yellow-Tufted Truffula tree, its tuft weighted down by a rather large amount of purplish Truffula fruits. The colours were so contrastingly beautiful that Pipsqueak sat mesmerized, staring up into the fluffy waves of the tuft before he managed to bring his mind back to the task at hand. He carefully shimmied up the tree, careful not to slide back down the relatively smooth trunk. It was a lot more difficult without the help of his family, but he finally found himself sitting atop the fluffy tuft, gathering armfuls of the plump fruit. Once he decided that he had a sufficient amount, he cradled the purplish Truffula fruits in one arm and used his free arm to swing down from the striped tree.

Wobbling back with his arms full, he dumped the fruits into the Once-ler's lap, practically falling over as he dropped them. He landed heavily on top of the Once-ler's hands which still rested on the man's stomach, and the Once-ler started in surprise, catching the little Bar-ba-loot when he toppled over again from the jolt. Sitting up further against the tree, his human seemed a bit confused as to why his lap was covered in purplish fruits, glancing at Pipsqueak every so often as he worked it out.

The Once-ler gave Pipsqueak a small smile, a smile that made the little Bar-ba-loot feel confident that his mission had been a success. That is, until he noticed that his human's outward cheer wasn't present in his eyes. It hadn't worked. Whatever was bothering his human was far too bothersome to be mended with a pile of sweet fruits in his lap.

Pipsqueak clutched the long fingers of his human's hand with his tiny paws, trying to configure a formula for victory. How was he going to make his human smile? Really smile? As his human settled back down in the grass, apparently deciding that the little Bar-ba-loot was going to do no more than commandeer his hand for the time being, Pipsqueak resolved that all his human might need is company. He climbed onto his human's stomach and curled up, completely unprepared when he felt himself toppling head-first into the grass. He looked up in exasperation, then immediate joy when he saw that his human was smiling! But what had he done to make this happen? He placed his front paws on his human's stomach to get a better look at his face, hoping to find a clue there. His human laughed. Why? It was a good thing, but what was making him laugh? He looked down at his paws. Was his human ticklish?

He suddenly found himself being lifted from his spot and set gently down in the grass, his human going back into his previous reverie when the effect of the tickling wore off. This just wouldn't do. A new goal in mind, Pipsqueak ran off once again into the forest.

A half hour later, he returned. He didn't bother with a warning; he simply ran up to his human and pounced on his stomach. He was rewarded with quite a jolt and a small cry of surprise before the Once-ler started laughing. That was the cue. Out from the tall Truffula tufts a couple of Swomee-Swans flew with their young Swomee-Swan son. The Swomee-Swan kid snatched up the Once-ler's hat and set it atop his own head, quacking merrily as his parents joined Pipsqueak in tickling the Once-ler himself. The Once-ler attempted to retrieve his hat but Pipsqueak could tell that his energy was being channelled into his terrible ticklish frenzy. The little Bar-ba-loot's Dad and Uncle Martin dashed from the bushes to hold down his human's legs, together with the three Humming-Fish that Pipsqueak had previously recruited.

After what felt like only a minute of tickling his human against his will, the Once-ler started begging for them to stop between his gasps for air and the constant giggling.

"P-Pipsqueak!" he said, "I'm n-not sad anymore! I p-promise!" He broke down into another laughing fit as two of the Humming-Fish plucked a couple of yellow feathers from the father Swomee-Swan and began to tickle him with them.

"S-stop already! You guys w-win!" But Pipsqueak was determined to make sure his human was definitely happy, and was going to stay that way. Anyways, this was fun! As his human continued to laugh uncontrollably, Pipsqueak noticed the Lorax wandering in their general direction to investigate the cause of the commotion. The orange guardian of the forest seemed a bit taken aback at the scene in front of him, but then casually leaned against a Truffula tree to watch with a sly grin of amusement.

"Help Meatloaf! Call them off!" his human begged as he fell into another bout of giggling.

After about another good minute or so, the guardian of the forest took pity on him and told Pipsqueak and his posse of accomplices to leave the poor Beanpole alone for the time being. The little Bar-ba-loot sat alongside as his human caught his breath and straightened his shirt, tucking it in where it had fallen loose. He was overjoyed to see his human happy again, exactly the way he should be.

The Swomee-Swans, Humming-Fish, his Dad and Uncle Martin left the three of them to their own devices, and as the Lorax chatted with his human, he got the feeling he was at the epicenter of their conversation.

Then, as the Once-ler stood, Pipsqueak finally received his hard-earned reward. His human picked him up and gave him a big, squishy marshmallow. And, as an added bonus, he scratched the little Bar-ba-loot behind the ears. Right then and there, Pipsqueak decided that this was the best day he had ever, ever had.