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 my story.

When Kat arrived at the diner, Dan gathered all the waitresses, cooks and busboys to make an announcement.

"What's going on?" Kat whispered to Maria as she took her place in the audience standing right next to her.

"Dan got a few complaints and he's addressing them," Maria explained in a whisper.

"Only a few?" Kat said scoffing.

"So, how'd your date go last night?" Maria asked.

"Well, we had a nice chat at the cafe, I took him back to my place and, long story short," Kat said the next thing with a smile and made her voice high enough to be excited but still at a whisper.  "I'm not a virgin anymore!"

"Great, now you can stop getting jealous every time Ryan or I talk about our sex lives," Maria whispered back.

Maria and Kat tuned Dan out as he continued talking.

"You know, you're the second person who's said that today," Kat remarked.

"Where many women treated their virginity as a precious gift, you treated yours like a disease," Maria said.

"Yeah, imagine if I'd still been a virgin at 25," Kat said with a small laugh.  "At least now I can say that a struck a blow for women everywhere!"

"Kat, you just had sex.  You didn't end world hunger," Maria said rolling her eyes.

"And, thanks to me, women everywhere will be able to treat their sex lives in the same manner you and I do," Kat explained.  "I can see it now, I'm a famous writer who never married and had no children, just one fling after another.  Introducing a new way of life for women who want to be more than a barefoot and pregnant housewife."

"I still say you're making a big deal out of nothing," Maria told Kat.

"It may not be a big deal to you but it's a big deal to me," Kat defended.  "I just want to ask you something.

"What?"

"How was..." Kat began, unsure of how to ask this.  "What was your first time like?"

"Well, I was 16-," Maria began in contemplation.

"16!" Kat exclaimed astonished.

That certainly got Dan's attention.

"Kitty, Maria," Dan said, turning to them.  "Is there something you want to share with the rest of us."

"We were just talking about how great it was to work for such an amazing boss like you!" Maria said, the false flattery in her voice evident to everyone except Dan.

"Carry on," Dan said, flattered by Maria's words while everyone else looked at her in disdain.

Dan returned to his speech.

"Compared to who, Satan?" Kat whispered sarcastically.

"No, Dan's what Satan aspires to become," Maria responded with equal sarcasm, causing Kat to quietly laugh.  "Why are you so shocked that I lost it at 16?"

"You always told me that you've been having drinking contests since you were 14," Kat defended.

"Yeah, I started partying at 14," Maria explained.  "I didn't lose my virginity until I was 16."

"Oh, glad we cleared that up," Kat said blushing.  "How was it?"

"Awkward," Maria said.  "I take it your first time was too."

"Yeah," Kat said, disappointment evident in her voice.  "But here's the strangest thing.  I still want to do it again."

"Trust me, that's not all that strange," Maria informed Kat.  "Sex is just like any other activity.  You want to get good at it, you have to practice."

"Thanks, I'll keep that in mind."

"So, are you and the bard going out?" Maria asked.

"Kind of," Kat said hesitantly.

"What do you mean kind of?"

"I mean, it's not so much dating as friends with benefits."

"Friends with benefits?" Maria said disapprovingly.

"I enjoy hanging out with him and neither one of us want a relationship," Kat explained.  "It was the perfect solution."

"You're sure about this?" Maria asked.

"Yes," Kat said.  "I made absolute sure that Once-ler wasn't looking to fall in love."

She had to undo some damage regarding his repressed Puritan beliefs about sex but Kat didn't think Maria had to know every detail.  At this point, Dan said something that caught Kat's attention.

"I've also been getting complaints about sexual harassment from the female employees regarding customers and male employees and here's my advice," Dan began.  "Stop wasting my time, ladies.  You're wearing tight uniforms, how do you not expect to get grabbed?"

"The tight uniforms he forces us to wear," Kat said sarcastically, disgusted but not the least bit surprised by her boss's chauvinism.  "So, what did you do last night?"

"Furniture shopping for my acupuncturist place," Maria answered with a smile.  "And I met the cutest furniture salesman."

"Oh, really?" Kat asked intrigued.  "What's his name?"

Maria seemed hesitant to give that information.

"Promise you won't laugh?" Maria asked.

"I promise."

"His name is Tony."

Kat fought back every urge to laugh and ended up breaking her promise.

"Sorry, but Tony and Maria?" Kat said in disbelief.  "Do you have any idea how many West Side Story jokes I can make?"

Maria rolled her eyes.

"Can you hold them in?" Maria asked.  "At least until work's over?"

"I'll try but I'm not making any promises this time."

                                          * * *

"The thneed is good, the thneed is great!" Once-ler sang as he strummed his guitar and poured every emotion into the words.

This would be the day, he could feel it.  People will finally see what the thneed was capable of.  Isabella would be proud of him, the rest of his family would finally respect him and maybe, just maybe, he would win Kat's love.  Then a little girl grabbed his guitar out of his hands and smashed it to the ground while everyone cheered.  Then the tomato throwing from yesterday started up again.  He never understood why the crowd could spend $3.98 on one tomato each but wouldn't shell out a single penny for his invention.
Once-ler grabbed his guitar from the girl and took Melvin, who returned to him this morning, with him to return to Truffula Forest.

"All right, I didn't get any sales today but that will change tomorrow!" Once-ler said optimistically.

Melvin grunted in disbelief.

"Third time's the charm," Once-ler said.

Maybe it was better that they weren't popular.  He already promised the Lorax he wouldn't chop down anymore trees, so it wasn't like he could make another one.  While contemplating the thneed, Once-ler stopped at the diner, watching a customer yell at Kat through the windows and Kat just standing there and taking the abuse.  Maybe he should pop in there and give her some moral support or at least tell her that she might not get a thneed.  Then he caught a slight reflection of his tomato covered self in the window and quickly moved away before Kat turned around.  He continued walking with Melvin in tow, deciding that it would be best if Kat didn't see him like this.  He also didn't like seeing the same girl who took charge by teaching him that you didn't have to fall in love to satisfy your lust and refused to take any of Billy's crap being a whimpering doormat to her boss and the customers.  Besides, maybe telling her that he might be giving up on his thneed idea while she's working a job that she hates wasn't the best idea.  That's when the answer to his thneed problem came to him.  He didn't need the Truffula trees, he only needed the tufts.  Maybe there was a way to remove them without chopping down the trees.  If lust could exist without love, then he could most definitely find a way to remove the tufts without breaking his promise to the Lorax.  He was on his way to Truffula Forest when he heard a familiar voice.

"Looks like Greenville's found a new village idiot," Billy said.

Once-ler turned to face him.

"What do you mean new?" he asked as Melvin snapped at Billy.  "Melvin, be nice, this is Kat's brother."

That calmed Melvin's demeanor, slightly.

"Let's just say that this isn't the first time Greenville's singled someone out for humiliation," Billy explained.

Great, as far as Greenville was concerned, Once-ler was on the same level as Billy.  Then he felt bad for having such a thought.  Billy was trying to change and, at least now, Once-ler'd have someone to relate to.

"You mean they used to throw tomatoes at you?" Once-ler asked.  "Sorry you had to go through that."

"It wasn't that bad," Billy said nonchalantly.  "You'd be surprised how many women fall for the self-pity act."

Great, so Billy hadn't changed from the selfish and lazy scumbag Kat described to Once-ler when they were children.

"This was before you met Peg, right?" Once-ler asked, giving Billy the benefit of the doubt.

"Yeah, of course," Billy said smiling.  "I'm not the same man I used to be."

"Well, thanks for comforting me," Once-ler said, about to leave with Melvin.  "Now, if you'll excuse me, I have to go make some thneeds."

"Can't you do that later?" Billy asked.  "Peg's coming home soon and you promised to help me out."

True, Once-ler did say he would help Billy out.  Still, he did have a business to run.  Well, he would have a business to run.  Then again, he could worry about the thneeds another time.  Billy had to make up with his family as soon as possible.

"All right, what do you want me to do?" Once-ler asked as he followed Billy to his house with Melvin trailing behind them.

"I was hoping you could make dinner and do a little cleaning," Billy explained.  "We have all the ingredients for pancakes and could you add banana to them?  That's Peg's favorite."

                                         * * *

The exterior of Billy's old house was one-story with yellow brick walls, a round wooden door with a couple of windows on each side.  Billy tried unlocking the door with no success.

"Changed the locks, I should've known," Billy said as he bent down to find another key under a nearby stone and used it to unlock the door.

The interior of the house was white walled with yellow carpeting.  The living room was your basic set up with a white couch, a television on a stand, a dining room table with a white tablecloth and four chairs surrounding it, a glass coffee table that made Once-ler cringe and an empty wooden crib.  The kitchen had checkered tiles that were all the same color, light gray, with white walls, a white refrigerator leaning on the left wall of the kitchen with a bar in the middle surrounded by bar stools.  The sink only had a few dirty dishes in it.

"You're in luck," Billy said.  "Looks like Peg already cleaned up a bit while I was gone."

"All set to teach you how to make pancakes," Once-ler said happily as he placed a couple of skillets on the stove and placed on the ingredients on the bar table along with a couple of mixing bowls.

"I'll worry about the wet ingredients and you worry about the dry ones," Once-ler instructed.

"Yeah, about that," Billy said putting his hands in his pockets.  "I was thinking you could do the whole thing and I'll learn strictly by observation."

Once-ler took Billy at his word and wiped the leftover tomato off with a hand towel in the kitchen and got to work on the banana pancakes, using the same recipe he used for the chocolate chip ones only using chopped up bananas instead.  When the pancakes were done, Once-ler put them on a plate and put them on the dining room table.

"Thanks, I really appreciate it," Billy said as he heard the door open.  "Looks like you'll have to leave out the back door."

Once-ler ran to the back door and had his hand on the knob when he heard an angry feminine voice he assumed belonged to Peg.

"What the hell are you doing here?!" she demanded.

"Peg, I made you dinner," Billy said in an innocent tone.

Once-ler couldn't believe this.  Billy was taking credit for his pancakes.

"You made dinner?" Peg said suspiciously.  "You won't even get up from the couch long enough to heat up a TV dinner and I'm supposed to believe this is homemade?"

"Genuinely homemade pancakes," Billy said apologetically.  "It's to show you how sorry I am for the way I treated you and not realizing how lucky I was to have you and Carrie in my life."

"From the same guy who said that women should be slaves of the household while the men just sit back and do nothing?" Peg asked skeptically.

"No, I said that I supported the women's movement because now you can bring home the bacon, put it a pan and never let me forget I'm a man," Billy said finishing that with a humorous laugh.  "The point is, from now on, I'm going to pull my own weight around here and it starts with making you dinner tonight."

First Billy tricked Once-ler into making him dinner and now he was taking the credit for it and using it as a sign that he's changed.  Once-ler was beginning to think Kat was right about him.

"Well, if you're going to start contributing to the household, I-," Peg  began.  "Did you put bananas in these pancakes?"

"Yeah, they're your favorite."

"No, blueberries are my favorite!" Peg said, losing her temper.  "I'm allergic to bananas, remember?!"

"Well, I remembered bananas," Billy said, trying to salvage this.

"You've been married to me for two years and you forgot that I was allergic to bananas?!" Peg exclaimed.  "I knew it, you're the same lazy, selfish, piece of crap you've always been!"

That was Once-ler's cue to leave, which he gladly took.  Once-ler went through the backyard gate all the way to the front of the house to see Billy outside the door.

"You took credit for my pancakes and you forgot that your wife was allergic to bananas?" Once-ler asked, finding this hard to believe.

"Look, I was desperate to get Peg to forgive me.  I was going to put the skills I learned to good use," Billy justified.  "Besides, you can't remember everything about the people in your life."

"I remembered that Kat loves chocolate chips," Once-ler pointed out.

"Clearly, you have a better memory than I do," Billy said sarcastically.  "Don't you have a thneed to make?"

Once-ler returned to Truffula Forest, not wanting to get into an argument with Billy.  Once-ler put the incident out of his mind and focused on the tufts.  How could he get them down without chopping down the trees?  As soon as it came to him, Once-ler ran to his cottage and drew a device on his sketchpad.  This would be perfect.

A/N: What do you think?  I was going to add the thing about Billy and Peg in a later chapter, but what I had was only four pages long.  Anyway, read and review and, if you have any suggestion for voice actors or theme songs for any of my characters, let me know.  Also, don't forget to be honest in your review as long as you're polite about it.