After weeks of unsuccessfully selling Thneeds, a tomato-covered Once-ler had enough with the laughing, the humiliation, and nobody taking an interest in his invention.

"That's IT!" he shouted angrily. "Y-you know what? I'm done with this thing!"

He wiped the mushy tomato off his face with his Thneed and walked off the open air stage sulkily, tearing it off his neck.

"My family was right," he lamented bitterly. "I quit!"

Then he threw his stupid invention in the trash. His family was right. It was a failure. He got Melvin and his broken guitar and went home. His cheeks flushed with anger and humiliation. He lowered his head, feeling beginnings of tears. He hoped no one saw them. He swallowed his feelings and wiped his eyes with the sides of his fingers.

Once-ler walked home and let Melvin graze in the yard. He leaned against a tree and let out a few hitching breaths, then slumped down...he let go, burying his head in his knees and wept, feeling like that teased little boy back home. Just every emotion that was walled up inside came pouring out. He failed. He was a failure. And that's all he would ever be.

Fiora saw Once-ler return with Melvin, his head down and so crushed, she heard him crying.

"Oncie?" she asked.

"Y-yea?" he answered in a shaky voice; he sniffled and wiped his tears away so the forest sprite wouldn't see.

"Are you alright?" she asked concerned.

"Fine."

The sprite could tell he wasn't. She looked at him with sympathy, seeing his wet eyes. He was trembling.

"What happened to your Thneed?"

"Nothing," he said. "Didn't sell it. Turns out it's ahead of its time, I guess." He picked at a blade of grass and flicked it.

"Come," she said, taking his hand and pulling up to his feet. "Let's go for a walk. There's someone I want you to meet."

Once-ler was intrigued. Obviously it had to be someone special. Could it be that Fiora had a family here in the forest? Well...aside from the trees, Lorax and the animals. But were there more sprites? She led Once-ler through the forest, where the Truffula trees got thicker and more populated. The light barely shone through and it got darker as they walked deeper into the forest.

"Try to stay close, Once-ler," she said. "It's easy to get lost here."

Once-ler stared in wonder at all the trees as they were becoming more clustered together in the forest. Soon, they stopped...

"Why did we...whoa!" he asked confused.

There in front of them was a giant Truffula tree: the tufts were multicolored that fluttered down like feathers, the branches seemed to reach for the sky, its trunk was massive and its enormous roots were slightly exposed in the ground. All around its base were fallen tufts and brown-swirled seeds the size of a button, some had green sprouts coming out or tiny colorful tufts.

Once-ler stared up at the immense tree, impressed by it. He had never seen anything like it before! What an incredible sight! He wanted to cry just seeing this tree. None of the Seven Wonders of the World could compare to this.

"Wow!" he gasped.

"This is Mother Tree," she said. "She is the the very first tree I planted. The oldest tree of all in the Truffula forest."

Soon, a tuft fluttered down from a branch and landed Once-ler's nose. Fiora giggled.

"She likes you," she said quietly. "Yet, She is sad. She knows you've killed one of Her children..."

Once-ler was immediately struck by remorse. He could only imagine a mother losing her child...not that his own mother would care. She certainly didn't when he left, laughing at him and his dreams. He could hear her shrill voice in his mind the day he left...

Just remember, Oncie: if somehow your invention ends up a failure instead of a success..oh! I wouldn't be surprised at all.

Her shrill, cruel laugh, joined in by his Aunt Grizelda, his brothers Chet and Bret, and his Uncle Ubb.

"But She forgives you," she continued, caressing the massive root. "She understands that you didn't know."

He watched as Fiora picked up a few seeds from the base, cradling them so lovingly. She walked around the tree with Once-ler following her. She approached a Truffula tree that had limp tufts that were pale and sickly, starting to fall off. Its branches were nearly exposed and the trunk was rotting.

"This tree is dying," she said sadly. "It's old. I've tried healing it and relieving its pain...but sometimes...my magic can't help it. It's always sad when a tree dies."

Once-ler felt a bit sad, hearing Fiora's words as she spoke.

"But that doesn't mean it's the end," she continued. "All of Mother Tree's children...when they die, their souls go to Her...and more trees come."

She held a few seeds in her hand, then dug a small hole in the dirt in front of the dying tree and gently placed one in it. She covered the seed with dirt, and touched the mound with a glow of green light...soon, Once-ler watched in amazement as the dirt sprouted a Truffula tree the size of a dandelion.

"So, how is it that Mother Tree has survived this long?" he asked, looking up at the giant tree.

"She is the heart and soul of all the trees," Fiora said, touching her trunk, lovingly. "Without Her, the trees couldn't exist. But I think it is Her will and love that has kept Her alive. Her love for all things: Her children, the creatures...everything." She paused for a beat looking up at the giant tree. "Come. I want to show you something. Just mind the roots."

She got on her knees and crawled under the roots, Once-ler followed until the were inside the heart of the tree. Mushrooms glowed inside. They continued to climb up. They reached a giant hollow in the tree with a huge hole that looked over the entire forest; trees dotted in colorful specks for miles as far as the eye could see. This was Fiora's home!

"This is amazing!" he whispered, looking out at the beautiful sight.

"I planted Her here," Fiora said. "So She can see all of Her children for miles, watch them grow up."

"Wouldn't she be a great-great-something grandmother since all of the trees have children?" he joked.

Fiora laughed a bit. "All of the trees are Her children." They stared out at the setting sun and the trees in silence. "She loves all of them. When a tree is born, She sings with joy. When one of them dies, Her song is mournful. And sometimes at night...She sings to them."

"This tree sings?" he said a bit skeptical.

"Yes. All of them do," she said. "I hear them. It sounds like the whispering wind. Each feeling they have is expressed in song. It's quite beautiful."

Once-ler thought it was strange, but Fiora was a sprite of the forest. She had a connection with the trees and an understanding of nature that no human could possibly understand. The Truffula forest was full of many wonders and mysteries. It was a magical place.

They sat and watched the sunset. He looked at Fiora and felt this strange sensation, a strong liking towards her. His hand slowly went towards hers and he touched the back of her palm with the backs of his fingers. Fiora looked a bit startled at this foreign touch.

"Sorry," he apologized. "I...didn't mean to scare you."

"Is this another human custom?" she asked.

"Well, yes. Let me show you. May I?"

She nodded and watched as he cupped her hand once again and this time he interlaced his fingers between the spaces of hers, she automatically felt herself doing the same. Oh! Fiora stared in fascination at this new human custom. She felt warmth and liked this a lot. It was quite intimate. She found herself staring into Once-ler's blue eyes and he into her green ones. Her hair had turned a shade of pink.

"This is how we tell someone we like them."

She giggled, finding herself a bit confused and liking it at the same time. "I thought it was rude to go into other people's personal space," she said.

"Well, it's not if it's OK between two people. Are you OK with this?" He worried a bit about scaring her since she was still getting used to his customs.

"Well...yes. I like it."

He smiled, pleased.

Suddenly a vine sprouted from Fiora's hand and it started growing from between their connected hands, twisting around Once-ler's finger. He laughed a bit nervous as he watched as it blossomed.

"Sorry...my magic again..." she giggled.

"No, no," he laughed. "I just hope I don't end up strangled when I give you a hug."

She laughed and removed the vine gently. They looked out the hole at the trees. The sun was almost down.

"I wish you could hear Mother Tree's songs, Oncie," she said. "Especially Her lullaby."

"I'd like to hear it," he said.

Then in a silvery, ethereal voice, she sang.

Sing, o sing sweet wind

Sleep, my children

Sleep all through the night

Sing, o sing sweet wind

Sleep, my children

Thy mother will greet you at first light

Once-ler closed his eyes, feeling chills as Fiora sang the lullaby, hearing her song...he felt something he had never felt before. He actually felt like he was being held in someone's arms, being rocked to sleep. Strange. He tried to remember his mother singing to him...none came to mind. He felt so hurt that there were no pleasant, happy memories with his own mother. Yet, he did remember his Dad doing this to him. He always had the happiest memories with him. He died when he was only a small child. His death was the most painful memory of all. He couldn't help but smile. Hearing the forest sprite sing to him. He felt wanted, needed...loved...for once in his life.

Once-ler felt his eyes grow heavy...his head lied on Fiora's shoulder, taking in the floral scent. Fiora smiled and covered him with the Truffula tufts and climbed up into the branches.

*****

Present Day-Years After Day of Destruction

The old man only left his lerkim, once in a while...for one reason only...

While he staggered with effort amongst the sea of splintered tree stumps, some catching onto his green coat, he had one spot that he visited. Despite it was far away from his home, it was worth the pain and effort to travel.

This spot was just in the center of the land where the forest once stood. He stopped at the biggest, widest tree stump of all. He looked at it, seeing the smooth expanse in its wooden flesh, saw dust littered around the roots, ugly cracks broke its smooth surface where the rings were, its exposed roots were dead, and there was a giant hole in the heart of it. But what he looked at was a carving there...only one name was there since the other was gone...

He remembered this tree. A tree so immense and tall, full of life, the ground where seeds surrounded it...

Then, his cruel act...and the promise he made that day...

*****

By morning, Fiora heard a strange thwacking noise. There was a sharp pain on her arm and she was horrified to see she was bleeding! Looking at it, there was something carved into her flesh.

What?

She looked around to see Once-ler, standing at the base of Mother Tree, hitting the trunk with something shiny. She climbed down to see what was happening. Once-ler was standing there with a shiny, sharp object in his hand, only this one was smaller and straight, not like the axe...and to her horror, there were markings in Mother Tree!

"What are you doing?!" she exclaimed.

"Just...carving our names," he smiled, showing her: FIORA + ONCIE

Suddenly, he was struck by the full force of the sprite's rage. Her hair red with anger and tears were springing out of her green eyes. It was hard to tell where the rage began and the tears ended.

"HOW DARE YOU!" she shrieked, grabbing his shirt and shaking him hard, pounding him with green fists. "YOU MONSTER! YOU FIEND! YOU EVIL CREATURE!"

"I..." he stammered, confused.

What did he do that made her so angry? It was not uncommon to do something like this in his world. If his assumption was correct, he had done had offended her very much. He tried to listen to what she was saying, but it was hard to comprehend half of it due to her screaming and sobbing hysterically. She sounded like a tea kettle on a hot stove. His brain liquidized as he was shaken violently and his chest was bruised from her pounding.

"Hold on," he interrupted, raising up his hands. "I can't understand you."

"How could you?!" she sobbed. "How would you like it if I drove a sharp object into your flesh to carve your name?"

Once-ler didn't understand. What was with her? From the moment they first met, she told him that the wound on her leg was caused by him when he cut down the first tree. She was gravely upset when this happened. But why?

"It would hurt," he answered slowly.

"YES! That is exactly what you did to Mother Tree! She's in pain! You hurt Her AND me!"

She showed him her arm, which he was struck immediately with horror: there was their names in a gory, bloody mess on the green flesh of the sprite's arm. Even one of the vines was savagely hacked.

"You should be ashamed of yourself!" she continued. "I grew Mother Tree from a seed. I took care of Her! I showed you something I love and you defiled Her with your brutal human customs. Are all of you humans stupid and ignorant or are you just plain cruel?"

"I didn't mean to," he protested, dithering. "I...I just wanted to show you that..."

"I don't care! What you did was despicable!"

She collapsed into sobs by the roots; the sprite's entire body was shaking and her weeping was filled with pain and betrayal. Her tears fell like raindrops between her fingers...landing on the seeds at the base, a few began to grow.

Once-ler felt terrible seeing his friend so upset. He didn't mean to, but it was no excuse for what he did. Fiora had showed him something she treasured more than anything in the world and he ruined it. He had no idea that a human custom could offend her.

"I'm really sorry, Fiora," he said. "I promise you that I will never do that again."

Fiora looked up with tear-soaked eyes, still frowning and gravely offended.

"Don't tell me," she said. "Tell Mother Tree."

Once-ler felt a bit uncomfortable. Talking to a tree? It was weird.

"What do I say to a tree?" he asked.

"You don't have to say anything. You can speak to Her silently if you wish. She will hear you..."

He looked up at Mother Tree, feeling remorse for his crime. It was weird...but he would gladly do it for Fiora's sake. He touched the trunk where the ugly carving was.

"I'm sorry," he whispered. He turned to Fiora, who had gotten up from the ground. "Are you going to heal her?"

She looked at the carving, thinking. "I will relieve Her pain. But like I said before, this carving was done by a force outside of nature. The damage is permanent. I want you to promise me that you will never hurt Her again."

"I promise," he said, earnestly. Sticking his hands in his pockets, he looked at the teary-eyed sprite, "How about we go back for pancakes?"

"Sure," she said, wiping her tears away.

"Here," he said. "Let me bandage your arm."

He pulled out a handkerchief and cleaned off the blood, then wrapped it around Fiora's arm.

"About the whole connection with the trees," he asked while walking through the woods. "Why did you get hurt when I chopped the tree and carved into it?"

"As I've said before, Once-ler: it's my magic. It allows me to feel the trees when they are sick or hurt. They might get scratched by the creatures, but it's pretty minor. The trees are not used to such injuries like your axe...so that is probably why."

"Makes sense. I'm sorry...if I hurt you," he said, looking at the bandage.

"You're forgiven," she said with a smile, cupping his hand.