It was barely dawn. The sunlight peered over the edge of a far hill, spreading an orange glow over the misty darkness. The truffula forest lay in idle quiet, but Once-ler remained restless. He sat upright in bed, tired of tossing and turning. His eyes, now adjusted to the darkness, silently observed his room. Pale yellow glinted off of shiny surfaces and cast a coruscating shimmer on to the floor. He blinked absently at the ribbons of light, his bottom lip upturned in contemplation and discontent. Sleeplessness lays like rings underneath his eyes, a purple contrast to the blue irises above. Quiet lay still and undisturbed, save for wistful breathing.

Well, wistful breathing and the now thunderous groan bouncing off the walls. "Why is it so hard to sleep?" Once-ler whined, his lanky arms animating his words, only to fall limp upon his bedsheet, "this is ridiculous. It shouldn't even be legal."

As if sensing his distress, a group of fish began harmoniously singing from not too far away. He huffed, defeated, and listened with disinterest for a few moments. Despite the pleasing ring to their voices, their song failed to calm him. He pinched the bridge of his nose in impatience, remained still for a few heartbeats, then swung his legs over the edge of his bed and stood. "Right. Well, if I'm to have a productive day I should start no-"

A rapping came upon his front door. Startled, the sudden noise caused him to jump in place. His wide eyes tried peering holes through the wood to no prevail, and so he tiptoed quietly until he could reach the knob. He twisted the metal slowly, until it could turn no longer, and with a sharp inhale he threw the door open widely, poised for attack.

"...Do you greet all your guests like that?" Desir questioned, his brow lifted in inert curiosity. He wore a 3-piece suit, the crisp ironed fabric gently hugging his limbs and torso. His suit jacket was of a deep navy blue, the cuffs a refined ebony as well as his vest. The black pointed shoes on his feet shone bright and threatened to blind, and he wore a low black top hat with a blue band around the base. Once-ler glanced down at his own appearance: simple flannel pajamas, bare feet. He felt his cheeks warm with embarrassment and returned to a normal standing position. "When they come knocking at my door at the break of dawn, yeah. I do. What's with you, huh? It's barely morning. People are trying to sleep."

"You weren't."

"Where's your proof?"

"Are you going to just stand there, or will you let me in, doll?"

Once-ler stepped aside, but his ice blue eyes burned hot, glaring in to bright green orbs. "Why do you keep calling me doll?"

"Do you not like it?"

"Wow, congratulations. What a fast learner you are. No, genius, I don't."

"I heard you."

"Excuse me?"

"I heard you talking to yourself, that's how I knew you were awake."

Once-ler nodded drowsily, sinking in to a sitting position atop his mattress. "Wait a minute. You were listening to me?"

"I-"

"That's beyond creepy. You have some major problems," he remarked with malice. It had taken a few moments and some rapid blinking to push back the blinding light, but he had finally noticed that Desir carried a large roll of paper underneath his arm and a few white pencils, "what's that stuff for?"

"I figured we should start blueprinting a factory design. You're going to need to expand, after all. You can't do all of this out of your bedroom."

"Who says?"

"Efficiency, that's who. You'll need technology. Machines. You'll work your hands off without them."

Once-ler mulled over the idea in quiet contemplation. He could hardly comprehend his own success, let alone building an entire factory to show for it. The idea was preposterous, but he figured it must be necessary. However, making any huge business decisions without the consent of his family, especially his mother, felt wrong. Regardless of their cruelty, they had agreed to help him now that he had found success, it was only fair to include them in major decisions. "I...I'm not sure I want to design anything yet. Not until my family gets here."

"Pish posh! You might as well get started, you can always tweak things later," Desir crooned, a persuasive curl on his lips.

"...Did you have any ideas?"

Desir's razor sharp teeth glinted in the light of the room, a triumphant grin reaching from ear to ear at the sound of Once-ler's defeat. "Oh, plenty."

"How about a transportation system from outdoors to the heart of the factory," Once-ler suggested, pointing the tip of his pencil to the west end of the elaborate building they had pieced together through imagination and compromise. He sketched a thin line leading outward from the spot and off the edge of the page, "that way the tufts can be carted easily."

"Now you're getting the hang of it doll."

"Stop calling me that," he warned, a growl in his voice. Desir scrawled two other similar lines coming from the front and opposite side of the building, indicating that there should be more than one carting system.

"My apologies, Once-ler."

In the matter of a few hours the two of them had designed a monumental factory. The architecture of its design appeared to be nearly impossible, but Desir had assured a worried Once-ler that it would stand for years to come. Its tall structure was looming, but it had a large collection of inviting windows on the top floors, which would serve as an office area as well as a living space. Exhaust pipes protruded from the roof and lead down to the bottom floors of the factory area, where the smoke would travel up and out. A balcony highlighted the large managerial office reserved for the Once-ler, and a staircase lead down from such until reaching the ground, in case of a fire emergency. Of course, Once-ler understood that he hadn't the funds to afford a building project just yet, but he was content on his current situation until the popularity of the Thneed grew.

"Well, do you have anything else to add?" the blue-eyed entrepreneur inquired with curiosity.

"Afraid not," replied Desir, who set down his pencil in conclusion.

Icy irises moved over the blue canvas, a content smile on his weary face. "Well, I hope my mother likes it."

"Once-ler," an oddly gruff voice had replaced the usual lilting playfulness which escaped Desir's mouth.

"Hm?" Once-ler grunted, only half paying attention, his pride swelling at the sight of his future splayed out before him.

He nearly leaped out of his skin. The feel of smooth lips against the lobe of his ear, just barely touching, startled him ineffably. A shudder rippled throughout his body, and he had barely noticed that the only reason why this enigmatic individual who was still nearly a stranger to him had gotten so close was because he had to gather up the ends of the paper in order to roll it up. Nevertheless, those whispered words stunned him into a statue-like state.

"She'll break you."