Why hello there! First of all I would like to apologize for being so late for the Once-ler train! But I'm jumping on now!

Welcome to the first chapter of many! I thoroughly hope you enjoy reading it as much as I enjoy writing it.

Before the actual chapter, I'll always list the music I listened to while writing the chapter. If you want, you can check it out and listen along while reading. :)

I'm so excited to share this story with you! Now without further ado, I present to you...

Chapter One.

Music: "Forbidden Friendship" from How To Train Your Dragon; "Snow" by Classical Study of Music; "Snowflakes" by White Apple Tree.

Chapter One

Whoville

"It all started a long time ago."

"Can we start not so long ago, maybe?"

"Do you want a tree?"

"Yes. Yes."

"Then it all started a long… long time ago..."

-Ted and the Once-ler, The Lorax

The place was monstrous.

Cindy stood at the top of the steps, gazing up at the intimidating door glittering with gold around the edges. Still, it seemed miniscule when compared to the rest of the factory, which seemed to be made up of buildings sprawling over the landscape and on top of each other in an effort to reach the bright blue sky.

The faint smell of butterfly's milk drifting from the few truffula trees standing around the factory was tainted with the scent of machinery. The grating sounds of his factory only grated on her nerves.

Swallowing in an attempt to moisten her dry throat, Cindy reached forward to push the intercom button. She hesitated, then dropped her hand. She grit her teeth. Why was this so hard for her?

Biting her bottom lip, she clutched her purple folder tight to her chest.

Would he remember who she was? Would she be able to leave in one piece if he didn't?

Taking deep breaths, Cindy stalled. She wasn't ready for this.

She wasn't ready to meet the Once-ler. Four years might have been enough to change him beyond recognition.

She didn't want to face anyone who was different from her Once-ler. The boy from her memories.

The boy in the forest.

For a day that soon became so important to her, it started out like any other.

Gray clouds overhead promised more frozen moisture and the evergreen trees cast long shadows over the snow riddled with the tracks of forest animals. Cindy herself carefully picked her way through the trees, trying not to disturb the creatures that were undoubtedly watching her with wary eyes.

Whoville was far below, the houses and buildings looking as cheery and bright as always. Even from where Cindy stood, she could hear the distant chimes of the bells tinkling a little tune when it struck the hour.

Her burnt orange sketchbook was tucked protectively under one arm. She had been lucky enough to capture a doe and her fawn on paper before they ran off. Hiking up the mountain and drawing forest creatures was one of Cindy's favorite things to do. She could be alone with her thoughts and her sketches, and simply enjoy nature.

Cindy ceased her delicate steps. There was something different in the air- she could smell smoke. And if she listened carefully, she could hear a voice warbling between the trees. Normally she was the only one who ventured this far up the mountain. Curious, she began to follow the scent of burning wood.

He was sitting on a silver bucket beside a covered wagon, bent round a guitar, a gray fedora slipping forward on his head. He strummed quickly, then slowed down to picking. "I'm. So. Tired of this- Singing without any bliss oh, I'm. So. Tired of this…." He sighed, then viscously strummed at his guitar again before setting it aside and pouring batter into a pan and holding it over the fire he was sitting in front of. "Hey, Melvin! You want another pancake?"

The sleepy-looking mule tied to the front of the wagon blew air through its lips, and swayed its head back and forth in what Cindy took to be a "no."

The boy flipped the pancake. "Too bad. You're getting one anyways." He stood, and thrust the pan under the mule's nose. It turned its head away. The boy grabbed a bottle of syrup from the seat of the wagon and waved it in front of the mule's face. "Come on…. You know you want it."

Cindy smiled at the eagerness of the boy, then glanced at the sky. The dwindling light above let her know she had best get home for dinner. She began to back away, feeling conscious of every step she took, every crunch in the snow.

Suddenly a rogue tree root made contact with her heel, and with a gasp, she fell backwards.

It took a moment to realize what had just happened, and to get the air back into her lungs. Just as she was about to scramble to her feet, a slim hand appeared in front of her face. She looked up.

To her embarrassment, it was the boy she had been eavesdropping on. He had very blue eyes that were framed by long, dark lashes. His dark hair swept over his forehead, and little freckles dotted across his button nose.

"Are you okay?"

She grasped his hand, and he pulled her to her feet. She brushed the snow off her back. "Yeah. Yeah, I'm fine."

"You sure?"

"I'm sure."

He grinned. She smiled shyly back. His eyes wandered back to the ground, and he bent his lanky form to pick something up. It was her sketchbook. "You dropped this."

"Oh. Yeah. Thanks." She took the book from him and held it protectively against her side.

"I'm the Once-ler," he said in a rush. "Who are you?"

"Cindy," she replied, wondering if she should be talking to this stranger. "Cindy Lou Who."

"Well, Miss Who…" he looked back at the crackling fire, then faced her again. "Do you want a pancake?"

She laughed. "Well…"

"I've got lots! You can eat as many as you'd like! I mean, it's only been me and Melvin for a while, so I haven't been able to share my goods with anyone else… And no, I haven't been lonely." His grin became sheepish as he touched his fingers to the brim of his hat.

"Well…" Cindy looked behind her, debating on whether her mother would mind if she came back a little later than planned. "I guess I could stick around for a pancake or two."

She had four. The Once-ler proudly proclaimed that he made the syrup himself. She answered that he should start a business. The sticky stuff was rich and added the perfect sweetness to the pancakes.

"Oh, I am," he said, dumping another pancake on her plate. "Just… not in making syrup." He gave her a wide grin.

Cindy poured syrup over her freshly made pancake, then set the bottle down. "What are you starting a business in, then?"

He leaned forward with excitement gleaming in his eyes. "A little invention of mine. I call it… the thneed."

Cindy quirked her eyebrows together in confusion. "A what?"

"A thneed!" He then proceeded to tell her all the things a thneed could do. He spoke so fast that she had trouble keeping up. The list went on and on. She had a hard time imagining what a thneed could possibly look like.

"So what do you think?" he asked eagerly. By this point, he was standing, one foot on his bucket, hands poised in the air. "Can I really go places with this?"

Cindy gave an encouraging smile. "Yeah! I mean… It's really unique!"

He beamed. "You really think so?"

She nodded. "I just have troubles picturing such a thing- it'd take a genius to figure all that out."

His grin was contagious. "Well then… It's a good thing I am a genius!" His gaze dropped to her sketchbook, where it lay in her lap. "And what's this?"

She enfolded it protectively in her arms. "Nothing. I like to draw."

He held out his hand. "Can I see?"

She hesitated, but quickly crumbled under his enthusiastic gaze. He took the book from her, settled back down on his bucket, and ran his hand along the cover. A gold design danced near the spiral in what Cindy thought to be a perfect contrast with the dark orange color. He opened to the first page, and his eyes widened almost immediately.

"Woah."He glanced up at her, then down to the drawing- it was of a group of birds pecking at the ground. He turned another page. And another. "These are fantastic!" he gushed.

Cindy felt a blush rise to her cheeks, but she couldn't help grinning at his warm praise. "They're just sketches…"

"Just sketches?" He shook his head, and turned another page. He glanced up at her, eyes narrowing. "How old are you, anyways?"

He didn't look much older than she did, so she thought it wouldn't hurt to tell him. "Sixteen." His eyes dropped down to her sketchbook, and he continued to admire the pictures. He eventually came to the sketch of the deer she had drawn that same day. "I could almost pet it," he murmured. His gaze snapped up to meet hers. "Can you draw me?"

Cindy blushed because she had been watching him carefully, gauging his reactions to each drawing. "Draw… what?"

Once-ler jumped up, book open in his hands like he was delivering a sermon from it. "Me! And Melvin!" He thrust the book into her hands, and nearly tripped his way over to the mule.

He grabbed the animal's muzzle and posed, head tilted towards Melvin, that contagious grin brightening his entire face. The cold had brought a pale pink color to his cheeks, a redder one to his nose. His hand was perched against his hip, twig-like legs crossed. "Ready!" he said in a sing-song voice.

Cindy laughed, and figured it wouldn't hurt to give it a go. Reaching deep into her red coat pocket, she drew out a piece of charcoal. Turning to a blank page, she began. He stayed perfectly still as she scratched the black material against the white of the paper, etching a skeleton and breathing life into it. There was the sweeping hair, the fedora, the nose, the large, expressive eyes. There was the mule, looking like it wanted nothing more than a week's worth of sleep.

When she was finished, she turned the book around so he could see the end result. He eagerly bounded over, then crouched in front of her, hands on his knees. His mouth shaped itself like the slice of an orange, and his eyebrows nearly disappeared into his hair as he examined the picture. "Look Melvin!" he cried, glancing back at the mule and pointing at the picture. "It's me!"

Cindy didn't think the mule could care less.

Unfazed, Once-ler grabbed the book from Cindy and shoved the picture into Melvin's face. "I look even better on paper!" He set the book on the seat of the wagon, and turned to face Cindy.

"You, Miss Who," he said, pointing at her, "have some crazy talent!"

A warm glow blossomed inside her and spread from the edges of her ears to the tip of her toes. "Oh, it's nothing. You're much more talented than I am, I'm sure."

"Psh." Once-ler waved his hand, as if pushing the comment away. He seemed to give it a second thought. "Well, I do have a few..." He reached behind him and pulled out his guitar. "But I'd be nothing without this beauty." Dramatically, he strummed a chord. "Cindy Lou Who…" he murmured, staring at the ground in apparent concentration. "Has a talent, that's true." He strummed some more chords, then burst into singing. "She lives in a town full of Whos who do nothing but… snooze?"

Cindy let out a bark of laughter that must have startled away any forest creatures that may have been lurking nearby. "That's pretty accurate!"

He grinned. "Cindy Lou Who, whose pen really flew," he continued, his voice jumping from note to note. "And got to draw something brand new! Now she's laughing, and I'm…. What rhymes with laughing?"

"Umm... Baffing?" she giggled, naming the first thing that popped into her head.

"…And I'm… baffing…. Cindy, that's not even a word!"

She couldn't answer, let alone breathe from her sudden laugh attack.

"Saffing, maffing…. Nope. Whapping! And I'm busy whapping… Whacking? …Dumb bees…. From overseas…"

"Stop!" Cindy managed to choke out. "I can't… breathe!"

"Cindy can't breathe… All she can do is wheeze…. Woah, are you okay?"

Her uncontrollable laughs had turned into something more like sobs, making her lose her balance and fall off her pail and into the snow.

Once-ler quickly set aside his guitar, and crouched over her. "Sorry, sorry! I didn't think you were actually going to… keel over! Do you need- hey!" Glittering crystals hit his face as Cindy chucked a handful of snow at him, then scrambled to her feet with a cry.

And so ensued an epic battle. Snow flew through the air, Cindy's hair becoming stringy with the melted substance, and Melvin getting annoyed when several stray snowballs hit him. Finally, panting and pink in the face, the two collapsed on the ground, calling it a truce.

Snow began drifting from the sky in fluffy flakes. Cindy closed her eyes and felt the frozen moisture resume their liquid form the moment they hit her heated face. With a pang of regret, she realized that the sky had turned to a dark blue, and there would be no light to see by soon.

Sitting up, she looked down at Once-ler, sprawled out next to her and gazing up at the sky, rapidly blinking every time a flake caught itself in his long lashes. "I have to go," she said, standing. He looked at her, then propped himself up on one elbow.

"Now?"

"Yeah." She glanced at the disturbed snow around them, then back at him, cracking a grin. "That was… the most fun I've had in months."

He scrambled to his feet with a laugh. "Yeah… That was the most fun I've had in… Well, forever." He scrunched his eyebrows together. "Actually, I don't think I've ever had that much fun without getting pounded to a pulp by Bret and Chet."

"Are those your… friends?"

"Brothers."

"Ah." She grinned at him. He grinned back. "Well, uh…. Good luck with your thneed."

His eyes lit up at the mention of his precious invention. "Yeah… Yeah, I'll need it."

They stood in silence for a moment, not sure what else to say. She was never going to see this boy again, she realized. The realization sent icy needles through her insides, and she suddenly felt empty. She nodded, and began backing away. "Well… Good-bye."

Once-ler opened his mouth as if he were about to say something, then closed it. A thin hand ran through his dark hair, which was a floppy mess after the snowball fight they had had. His fedora had been lost somewhere in the snow. "Bye, Cindy."

She walked away then, brimming over with conflicted feelings. It wasn't fair, she thought, to gain a friend and lose him in the space of one evening. She genuinely hoped he got somewhere with his invention. The thought of him facing failure was a painful one indeed.

It wasn't until later that night, whenshe was tucked safely under her covers in bed, that she realized her sketch book was still on Once-ler's wagon seat.

"What do you want?" the annoyed female standing in front of Cindy asked, a hand on her hip.

Cindy blinked rapidly, amazed that she had finally pushed the button. She had expected a voice to come from the intercom, but was instead faced with a hostile-looking woman who had thrown open the door with a bang.

She fished an envelope out of her pocket. "Um… I was told the Once-ler wanted to see me." The woman snatched the envelope away from her, pulled out the paper inside, and quickly scanned its contents. She looked mildly surprised.

"You're her? The president of Speaker of the Trees?"

"Well, uh…" She lifted her chin. "Vice president, actually. The president's busy."

"I see." She looked Cindy up and down through her blue horn-rimmed glasses and sniffed as if a smell in the air offended her. "Follow me."

Much too quickly, Cindy found herself in front of a door that bore the inscription "The Once-ler" in golden letters. Her heart became a hammer desperate to pound its way out of her chest. She tried to swallow, but her throat had somehow turned into sandpaper.

The woman rapped on the door loudly. "Oncie! The brat that's trying to ruin your business is here!"

"Mom!" a vaguely familiar voice moaned from inside the room. "How many times do I have to tell you to stop calling me that?"

Cindy suddenly saw this woman in a new light. She was Once-ler's… Mom?

Before she could give this new piece of information much thought, she was pushed inside the room, and the door slammed shut behind her. She stood there, her knees shaking. One sweaty hand clutched her folder, the other her skirt.

The office reflected the immenseness of his business. She felt like a mouse in the lion's den. But den wasn't the right word- they were dark and ominous. This place was gaping with space, and there were windows that stretched to the ceiling on every wall. She felt more that she was in a giant fish bowl than anything else- she could see the world.

He hadn't even looked at her when she came in. The full length of his green-clad body was draped across his high-backed chair. In his hands was a snow globe. Cindy knew that the buildings inside it made up Greenville, but she couldn't help but think back on that day they had shared in the snow together in Whoville. He set the globe down, then reached for his tall green hat that had replaced the modest gray fedora she had first seen him in, and set it atop his head.

"Now then, Moustache…" he said, finally glancing up. "I have called you here to…" He trailed off, and recognition flickered across his face. He gaped at her.

Cindy gave a weak grin. "Hi."

He stood, leaning over his desk and widening his eyes as if he couldn't quite believe what he was seeing.

"…Cindy?"

To be continued! Please let me know what you think!