Long ago, in a distant valley, there was a young inventor named Once-ler. He invented this knitted device called a thneed, a durable and versatile item that could become almost anything you wanted it to be. He harvested tufts from these special trees called Truffulas, not wanting to hurt his best friend Lorax by cutting them down instead. Along with Lorax Once-ler also had friends in the animals: the Barb-a-loots, the Swomee-Swans, and the Humming Fish. And he also had a very special friend in this young woman. She was so special that eventually the two fell in love and married.

But it didn't remain a paradise for long, for Once-ler's mother Isabella was a greedy and selfish woman who just wanted wealth and power. Being too lazy to earn her own wealth, she decided to take advantage of Once-ler's wealth instead. She gave him a new outfit, and since he loved his mother he put it on without complaint.

Instantly things began to go wrong. Once-ler started caring more about money than anything else, and became so greedy for wealth that he listened to Isabella and started to chop down trees. Lorax and the animals were devastated and thought that they had lost their friend, so the animals started to leave. Lorax stayed behind hoping he could talk sense into his old friend, but it was like someone, or something, had possessed Once-ler. He no longer recognized Lorax as his best friend and instead treated him like a pest. Eventually Lorax disappeared.

Finally Once-ler's wife realized that Once-ler's new behavior somehow had to do with the outfit his mom gave him, so she started to force her husband's outfit off. She managed to get the hat and gloves off, but it wasn't until she grabbed the glasses and broke them that Once-ler finally seemed to snap out of it. However it was too late, most of the forest had been destroyed. Once-ler, horrified, ceased production and desperately looked for Lorax and the animals, wanting to apologize. However all the animals were gone and Lorax was nowhere to be found.

Devastated, he went to his wife and asked what had happened. When he found out that the glasses his mom gave him caused all this he became furious and confronted Isabella.

"How could you do this to me?" Once-ler yelled. "You destroyed the happy life I had here! This beautiful valley is now a wasteland and almost all my friends are gone!"

"I did this for you!" Isabella snapped. "I made those glasses for you so that you would see the truly important things in live: wealth and power!"

"How did you even make those glasses?" Once-ler demanded.

"With magic." Isabella smiled. "I've been studying black magic in hopes that I could use it to gain wealth and power."

A.N. She didn't explain where she got the powers from because she didn't want anyone else to destroy the source of her powers or become as powerful as her.

"Then you are not my mother, you are really an evil sorceress." Once-ler glared. "No, you're a witch!"

"How dare you call me that!" Isabella rose into the air with fury. "I only wanted what's best for you!"

"I already had what's best for me before you showed up. I will never be a monster like you!"

"Then be a different kind of monster!" Isabella hit him with a burst of dark magic.

Once-ler keeled over with pain and screamed as the magic consumed him and started to change him. His screams terrified his wife, and she ran away to the nearest town with his mule.

After the magic ended Once-ler looked in a mirror and scared himself with his appearance. Having seen his wife left, he ran to the window and called for her. It was too late, she was gone.

"You see, she never really loved you." Isabella cackled, but then lowered to the ground. "What-what's wrong with me...oh no, I'm losing power."

Once-ler turned around and looked at Isabella with murder in his eyes. Frightened, Isabella fled and was never seen again. See what she didn't know was that since she had only gotten the magic to become powerful and wealthy she wasn't allowed to use her magic for anything else. Plus she wasn't well practiced in magic, so using her magic for a powerful spell that didn't relate to gaining wealth and power drained her of her magic.

Suddenly a beam of light appeared through the window, which opened. An orange furry creature appeared and looked at Once-ler with shock.

"Mustache?" Once-ler was surprised. "Is that really you?"

"Beanpole?" Lorax couldn't believe it. "What happened to you?"

"It was Isabella, she had been controlling me with those green glasses she gave me. But earlier my wife took them off and break them. I confronted Isabella but she's become an evil sorceress, a witch. She cursed me into this form."

"Oh no..." Lorax said sympathetically. "No wonder I couldn't get near this place before, Isabella's magic was keeping me away somehow. Now, the bad news is this spell won't fade away on it's own. The good news is that there's a cure."

"There is?" Once-ler brightened.

"Yes, since family hatred created your curse then only love from a family member other than your wife can break it." Lorax explained.

Once-ler's smiled faded.

"Then I'm doomed to spend the rest of my life in this form." He fell to his knees. "I have no one. Not even my wife, she ran away."

"Don't lose heart, most likely she had just been scared by the transformation itself, not by what you had turned into." Lorax put a hand on Once-ler comfortingly. "Sometimes transformations aren't pretty, especially if they had been caused by dark magic."

"But I have no other family." Once-ler sobbed.

"Maybe someday you will." Lorax said. "But I'm afraid I can't stay to help you, another forest needs me. However, since I don't want to leave you alone, I'll give you a companion."

With that, Lorax snapped his fingers and Once-ler's old ax flew off the stand it had been resting on and landed on the ground wobbling. When it had finished wobbling it revealed to have gained eyes and a mouth.

"Wow, weird, so this is what it's like to see." The ax looked around and then looked stunned. "Hey, I can talk!" He hopped up joyfully. "I can move on my own, this is great!"

"He'll keep you company for now." Lorax smiled.

The ax then stared at Once-ler.

"Once? That can't be you can it?" He asked.

"Unfortunately, Isabella did this to me." Once-ler hung his head.

"Never did like her." The ax frowned.

Once-ler looked at Lorax with confusion.

"Oh, I gave him memories of his past life as a non-talking ax." Lorax explained. "Basically everything that happened before he gained speech and sight is known to him as sound. Kinda like how a blind person remembers the past."

"Oh."

"I have to go now. I promise I will come back once the curse is over." Lorax lifted himself into the air and soared into the sky.

"Goodbye mustache! I'll miss you..." Once-ler sobbed.

"Hey don't worry, you may look like a monster but deep down you're not one." The ax smiled. "I can tell you're still the same guy I always liked on the inside."

Once-ler looked at him gratefully, but was still unconfident that he would ever find a family member who would love him. And as the years passed, he lost what little hope he had. After all his own wife, who had loved him more than life itself, had never returned, meaning that she didn't want to see his new form. If she couldn't handle his new form, then a complete stranger, family or no, would never be able to look past his appearance. He would always remain a monster...or a beast as he decided to call himself. Ugly as he was, it was nothing compared to how ugly Isabella was on the inside.