A/N: If you remember it from the movie, I don't own it.  I'd like to thank Mircosedy from fanfiction.net for beta-reading.  I mentioned that there is pot smoking in this fanfic but I neglected to mention that I don't take it seriously.  Look up That 70s Show and circle on YouTube to get what I mean.  I forgot to mention this in my last chapter so I'll mention it now.  If you go to my journal, you'll find a list of voice actors I picked for my OCs.  That list is subject to change as new OCs enter the story, so feel free to check back every once in a while.

Kat applauded along with the rest of the cafe when Once-ler was done.  She went straight to the register as soon as she finished her mocha.

"That was amazing!" Kat exclaimed as Once-ler walked right next to her, basking in the applause.

"I-I can't believe it!" Once-ler said, still in a daze.  "They really liked me?"

"You act like you've never heard applause before," Kat observed and then turned her attention to the pale skinny red-head behind the counter.  "Hey, Ryan, can I get a pack of sugar cubes to go?"

"Why do you need sugar cubes?" Once-ler asked.

"There's this donkey outside I want to feed," Kat said nonchalantly.

"You sure that's not a mule?"

"What do you mean?" Kat asked until it finally dawned on her.  "Of course, you used to have those on your farm all the time."

That was when Ryan showed up with pack of sugar cubes.

"Good show tonight," Ryan said to Once-ler and gave them the pack while ringing up their total on the register.  "So, who's paying?"

Kat reached for her purse strapped on her shoulder while Once-ler reached for his wallet.

"I'll get this," Once-ler insisted.

"No, I'm dating him so I get a discount," Kat said.

Once-ler's happiness from earlier disappeared.

"You're dating?!" Once-ler exclaimed.

"Not exactly," Kat said, handing Ryan the money.  "It's more like an arrangement."

"What sort of arrangement?" Once-ler asked, like he was afraid to know the answer.

"He gives me a discount on all his products, I pretend to be his girlfriend when his parents come to town," Kat explained.

"Why does he need you to pretend to be his girlfriend?" Once-ler asked.

"Because I'm gay and I don't want to come out to my parents," Ryan said, ringing the cash register and handing Kat her change.

"And I also get a free meal," Kat said absentmindedly, taking the change and the pack of sugar cubes on the counter.  "Thanks, Ryan."

"Anytime, Kat."

Kat and Once-ler left the cafe and fed the mule some sugar cubes.

"He's so cute!  What's his name?" Kat asked while putting the bag of sugar cubes in the wagon.

"Melvin, I got him at a ranch when I was 13," Once-ler said grinning sheepishly.  "Apparently, no one else wanted him."

"Let me guess, because he's not a majestic horse," Kat said bitterly while petting Melvin.

"Yeah, how did you know?" Once-ler asked.

"Let's just say that I've had some experience with animal cruelty," Kat said with melancholy evident in her voice.

"Oh, of course," Once-ler said, looking around the parking lot.  "If you want I could walk you to your car."

"Actually, I don't have a car," Kat said sheepishly.  "I usually just walk or take the bus everywhere.  Truth is, I was hoping to get a ride from you."

"Sure!" Once-ler said loading his guitar in the wagon with an extra spring in his step.  "Though, I don't really know where you live."

"It's all right, I'll give you directions," Kat said as she took a seat on the wagon.

Once-ler took a seat next to Kat, causing her to blush as she realized just how small the seat was.

"It's a little cramped here," Once-ler said, blushing himself as his side was touching Kat's.

"I don't mind," Kat said smiling nervously.

"All boarding the mule express!  Please keep your hands and knees inside the ride at all times!"  Once-ler announced as he took hold of the reins and started the wagon, causing Kat to laugh.

Kat pointed Once-ler to her apartment as Melvin took them around Greenville.  When she was in a bus, the sites just rushed past her and the constant chattering gave her a headache.  When she was walking, she could take in the sites until her feet would hurt like hell and she'd have to take a short break.  Melvin moved slowly so she could take in all the sites.  She was also resting in a wagon, so she wouldn't have to take a break.  Kat leaned against Once-ler, wondering if now was the right time to ask him.

"So..." Kat began.  "Where do you live?"

Maybe the timing wasn't right yet.

"Oh, I have a cottage deep in Truffula Forest," Once-ler said and was it Kat's imagination or was he getting a little flustered?

"Truffula Forest?" Kat asked, intrigued.

"Don't tell me you've never been there!" Once-ler said shocked.

"Well, I've seen the Truffula Trees, difficult to live in Greenville and not see them, and the occasional Swomee Swan flying overhead," Kat explained.  "I just never bothered to visit Truffula Forest."

"Well, this should be a new experience for you," Once-ler said and then hastily added.  "When you come to collect my thneed, of course."

Hopefully, that wouldn't be the only new experience she'd have with him.  It wasn't until later they arrived at her apartment.

"Now coming to our final stop!  This lovely apartment belongs to Greenville's own Katrina Johnson!" Once-ler announced as Kat got off the wagon.  "Thank you for riding Mule Express!  Please come again!"

"So, what did you think of the ride?" Once-ler asked.

"It was fine but, next time, don't announce where I live so loudly," Kat said nervously twirling her hair.  "I'm not comfortable with strangers knowing my address."

"Right, sorry about that," Once-ler said, about to leave.

"Wait!"

Once-ler stopped the wagon.

"I was thinking that, since you took all this time to get me back home, you could stay for dinner," Kat suggested, nervously shifting her right foot on the ground.

Once-ler turned to her with his eyes wide and his jaw dropped.

"You want me to stay over?" Once-ler asked.

"If it's not too much of a bother," Kat said nervously.

Once-ler cleared his throat.

"No, of course not," Once-ler said as he got off the wagon.  "You don't mind waiting a little longer, do you Melvin?"

Melvin angrily grunted.

"On second thought, I wouldn't want to leave Melvin out too long," Kat said, trying to hide her disappointment.

"No, it's all right," Once-ler said, unhooking Melvin from the wagon and saying his next words to the mule.  "Go play in Truffula Forest.  I'll call you when I'm done."

Melvin immediately ran off, leaving the wagon behind.

"You sure that's wise?" Kat asked skeptically.

"Don't worry, no one's going to steal a beaten wagon," Once-ler said, getting his guitar from storage.

"If you say so."

Kat led Once-ler up to her apartment.

"Home sweet home," Kat sarcastically remarked as she opened the door.

"It looks nice," Once-ler said hesitantly as he walked into the apartment and looked around.

"Once, it's not going to hurt my feelings if you say that you hate this place," Kat said, rolling her eyes and shutting the door.  "So, what do you want for dinner?"

"What have you got?" Once-ler asked, looking around Kat's apartment.

"I've got TV dinners and we can heat up a can of soup," Kat said, looking through her refrigerator and her cabinet.  "If you remember that birthday cake I tried to make you, you know I'm a lousy cook."

"If you remember the birthday cake I made you, then you remember that I'm an excellent chef!" Once-ler exclaimed proudly.

"Lucky for you, it would be rude to have the guest cook," Kat said, about to pick up the phone.  "So I'll just order us a pizza."

Once-ler immediately ran to the phone and put his hand on the other end of the receiver to prevent Kat from picking it up.

"No!" Once-ler practically screamed and then softened his voice.  "I mean, I'd be happy to cook something for you."

"Thanks but, like I said earlier, it's really not necessary," Kat said and was about to pick up the receiver again when Once-ler pushed it down.

"What is with you?" Kat asked, looking at Once-ler skeptically.  "It's like you've got something to hide."

"No, I just don't like tomatoes," Once-ler said, pulling on the sleeve of his vest nervously.

"That's it?  You don't like tomatoes?" Kat said, putting her left arm on her hip and looking at Once-ler skeptically.

"Yeah, hope that doesn't bother you," Once-ler said nervously.

"There's more to this story but I won't push it," Kat said, going back to the freezer and looking through what she had.  "All I have are a couple of fried chicken dinners, you okay with that?"

"Sure, that'll be just fine," Once-ler said, looking around.  "How come you have a type-writer but you don't have a car?"

"Because my hands cramp up whenever I write for too long," Kat said, preheating the oven.  "It was a business expense.  What about you?  I never would've thought you, of all people, would smoke dope."

"What's that supposed to mean?" Once-ler asked, putting his hands on his hips.

Kat put her back to the kitchen counter and rested her hands on it.

"I mean that you were Mr. Goody-Two-Shoes," Kat said.  "Always obeying the rules and never doing anything wrong."

"Are you forgetting the wine story?" Once-ler asked and then stood proud.  "Using the wine as the healing spring, that was all me."

"You just wanted to touch it and leave.  I was the one that made you drink it," Kat said.  "And that wasn't my first taste of wine."

"That's right, you told me that you used to sneak sips from your parents' wine at night," Once-ler said and then sighed.  "All right, I wanted a group of kids to like me in high school so I took it up."

"Seriously?" Kat said as soon as the oven beeped.  "You tried it just so a few jerk kids would pretend they like you?"

"At first, but then I found out I enjoyed it!" Once-ler defended like he was ashamed of himself for doing so.

"Good," Kat said, putting their dinner in the oven.

"Why does that even matter to you?" Once-ler asked.

"Because, if you try these things it should be because you want to do it, not to make someone else happy," Kat explained while setting the kitchen timer.

"All right, then why did you start smoking dope?" Once-ler asked smugly.

"Because I heard about its effects and wanted to try it out for myself," Kat said.

"Even though it was illegal?" Once-ler asked with awe.

"There's nothing wrong with breaking a few rules as long as you know where to draw the line," Kat explained.  "So there's no need for you to feel ashamed of yourself for liking pot."

"Thank you," Once-ler said smiling like Kat just lifted a heavy burden from him.

Kat looked at the clock and was about to turn on the TV before she turned to Once-ler.

"Do you mind?" Kat asked.  "My favorite show's on."

"No, not at all," Once-ler said, taking a seat on the couch.  "So, what's your favorite show?"

The opening theme answered Once-ler's question.

"Charlie's Angels?" Once-ler asked, sounding a little shocked.  "Your favorite show is Charlie's Angels?!"

"Yeah, I love this show!" Kat exclaimed, taking a seat next to Once-ler.  "It's about three women who defy gender stereo-types by becoming badass private investigators."

"Isn't that word a little inappropriate for a lady?" Once-ler said nervously.

"This coming from the guy who sews and knits," Kat said sarcastically.

"You remember that?" Once-ler asked and then quickly added.  "There's nothing unmanly about knitting!"

"Then there's nothing unladylike about swearing," Kat shot back.

Once-ler lifted his hands up in defeat.

"Okay, point taken," Once-ler said with a laugh.

As she and Once-ler continued to watch the show, Kat would occasionally turn to look at him.  She couldn't help but notice that he seemed a little flustered with the way he was shifting his eyes and adjusting his hat, like he was trying to distract himself.

"So, what do you think about this show?" Kat asked innocently.

"Well," Once-ler said like he was afraid the true answer would anger Kat.  "The reason you said earlier."

"And what was that?" Kat asked with a skeptical smile, watching Once-ler put a pillow on his lap.

"It has women with cool jobs?" Once-ler said smiling nervously like he hoped the answer would be good enough for Kat.

"Who are also incredibly gorgeous and run around without a bra," Kat said jokingly.

"Of course not!" Once-ler quickly said.  "Why would you think so little of me?!"

"Because I ogle Lee Majors on the Six Million Dollar Man," Kat answered.

Whatever answer Once-ler expected to hear, it definitely wasn't the one Kat gave.

"You mean?" Once-ler said.

"Yes, it's called lust and there's no shame in it," Kat told Once-ler reassuringly.  "Everyone who has a sex drive feels it."

"Oh, right," Once-ler said, breathing a sigh of relief but still keeping the pillow on his lap.  "That's two burdens you've lifted from me tonight."

"It's what I do," Kat said smiling.

Kat still snuck glances at Once-ler.  It was annoying how repressed he seemed to be but, at the same time, it was also kind of cute.  Maybe now that he was opening up a little, she might be able to ask him.

"So, which one's your favorite?" Kat asked.

Great, she chickened out again.  At this rate, she wouldn't be getting anywhere.

"Farrah Fawcett," Once-ler told her absentmindedly.

"Yeah, she's gorgeous," Kat said.  "I'm thinking about doing my hair like hers.  Well, as soon as I lose some weight."

"You look great just the way you are," Once-ler told her causing Kat to blush.

Once-ler blushed himself when he realized what he said.  "I-I mean, y-y-you-,"

Before Kat knew what she was doing, she put her hand on his shoulders and adjusted her position so they could see eye to eye.

"Kat, what are you-?"

Then she cut him off with a kiss, tasting the leftover chocolate and marshmallow taste from the drink he had at the cafe on his soft thin lips.  She knocked the fedora off his head and ran her fingers through his thick jet black hair.  Once-ler was shocked but then put his arms around Kat and responded hungrily to the kiss, running his fingers through her hair and getting them caught in a tangle.  Once-ler yanked his finger through the tangle, causing Kat to momentarily break the kiss and wince in pain.
 
"Sorry," Once-ler said with an embarrassed smiled.

"It's all right."

Kat returned to the kiss, pressed her lips deeper into Once-ler's and closed her eyes as every urge she felt for him since seeing him at the diner was being poured into this one action.  Then she lowered herself on the couch with Once-ler on top of her as they lifted their legs on the couch.  Kat felt her knee hit Once-ler's groin which broke the kiss as Once-ler grimaced in pain.

"Sorry," Kat said, feeling her face turn red.

Then they returned to their kiss.  This time, Kat opened her mouth and put her tongue at the entrance of Once-ler's lips.  It took him a while, but he finally got what she was doing and opened his mouth to allow her access.  Kat's tongue explored every inch of Once-ler's mouth as she was unbuttoning his vest.  Once-ler was trying to unbutton Kat's shirt at the same time as they were both moving around, trying to get into position on the couch.  Then they both fell on the floor as the kitchen timer rang.

"Sorry!" they both said as they picked themselves off the ground.

Kat ran to the oven and immediately shut it off, trying to catch her breath as she felt sweat on her skin.  She turned to Once-ler and noticed that he was every bit as sweat covered and out of breath as she was.

"Kat, I am really sorry!" Once-ler pleaded as he got to his feet.

"You have nothing to apologize for," Kat reassured him as she went back to the living room.  "I threw myself at you, remember?"

"I thought you didn't want love in your life."

"I said that I didn't want to get married," Kat corrected, tilting her head up to look him in the eye.  "I didn't say that I didn't want lust in my life."

"I said 'love,'" Once-ler said, looking at Kat confused.

"It's only because you think the two are one and the same," Kat explained as she folded her arms under her breasts.

"Aren't they?"

"No, one's an emotion and the other's a simple physical act," Kat said, looking to the closed up window.  "People, especially women, think that they have to feel the emotion in order to experience the act and they just end up getting hurt."

"So, where are you going with this?" Once-ler asked, still in a daze.

"What I'm saying is that I enjoy hanging out with you but there's also an attraction that neither one of us can deny," Kat explained as she brushed Once-ler's hair out of his eyes.  "You said it yourself, business men don't have time for love but that doesn't mean that they don't have time for lust."

"Of course I have time for that," Once-ler said, laughing nervously.  "Especially now that you've explained to me that I don't have to be love to experience it."

"Good," Kat said with a reassuring smile.  "What I'm proposing is that we fulfill each other's natural urges and still be free to fulfill our natural urges with other people.  In other words, friends with benefits and no strings attached."

"Yeah, I can go for that," Once-ler said with a nervous smile.

Kat smiled back when something clicked in her head.

"Hold on," Kat said as she ran to the bathroom.  "I forgot something."

Kat closed the door and pulled a condom out of the drawer.  All she could do was stare at it and think.  Did she really want to go through with this?  That make out session was definitely not what she expected.  Would going all the way be a huge disappointment?  Then again, she already started this.  It didn't make sense to leave Once-ler hanging when she already winded him up.  Even if the makeout session wasn't perfect, it still felt so good to have his hands roaming her body, his lips touching hers and she loved smelling his scent, the scent of the Truffula trees.  Kat held the condom in her hand and walked out of the bathroom to see Once-ler with his hand in his hair and smiling nervously.

"Kat, I was afraid you changed your mind," Once-ler said, his face turning a bright red.  "Not that you're not free to change your mind.  If you did I wouldn't-,"

"Catch," Kat said as she tossed the condom to Once-ler.  "Just because we're exploring our natural urges doesn't mean we should be irresponsible about it."

A/N: Uh-oh, Once-ler lied about being in love with Kat and now she thinks there's no danger of love.  If anything, she thinks she relieved him of old-fashioned guilt is getting him to embrace a new way of life.  Should Kat have been a little more perceptive or did Once-ler dig his own grave?  I hope I did a good job making Kat and Once-ler's make out session seem awkward.  I mean, one thinks the natural urges in his body are disgusting while the other's dating life is being a gay guy's beard.  Of course their first make out's going to be a little awkward.  I hope my explanation of how Once-ler started smoking pot makes sense and I hope that my casual treatment of issues like pot and sex doesn't bother any of you.  Don't worry, this fanfic's PG-13 and it's going to stay PG-13.  Oh, and I also made a reference to an obscure indie video game series.  See if you can spot it.  I'm also happy to announce that a fanfic of mine, Twitards Invade the Enterprise is getting translated to German.  If you love Star Trek The Next Generation and hate Twilight, feel free to check it out.