AN: This is the last chapter. I had so much fun writing this story. I hope you all enjoyed it. You may want to grab some tissues for this chapter.

Disclaimer: I do NOT own Horton Hears a Who! or any of the characters involved in this story.

The night was growing colder and colder as the wind came in. Ned scouted away from the busy crowd of whos. They were all gushing and chattering about JoJo's song.

It was almost time for the council to present the new twenty who-dollar bill to the citizens, but Ned still had yet to find it. He thought about telling the council members the truth about the bill being missing. But how would the citizens feel about the short notice?

Ned drifted through the crowd, his head hung low. He was fourth in line at the ferris wheel. The ride operator escorted him in a gondola. Ned slid in and bumped into someone's elbow.

"Oh! Please excuse me," Ned said politely. He faced the victim of his clumsiness.

Tallulah looked up from her notebook. Her eyes smiled with her when she saw it was Ned. "Mr. Mayor!"

A wave of fear rushed through Ned's body. He immediately dove to the other seat across from her. Unfortunately, their knees touched. Obviously Tallulah hadn't found someone her own age because she was a giggling mess.

The gondola slowly rose off the ground. Ned wasn't sure what to say, so Tallulah spoke first. She gazed dreamily at Ned and said, "Guess what!"

"What?" Ned said with a frown.

"Mommy said that you held me when I was a baby and kissed me. It was at a banquet. How romantic is that? You were my first kiss!"

Ned's sucked his lower lip in, tightly. He released his lip when Tallulah started talking again.

"I have a surprise for you," Tallulah said, enthusiastically. She then reached into the front pocket of her backpack and pulled out a lip gloss ring. She placed it in the palm of Ned's hand. "I know that the man is supposed to do this, but I know how shy you are. Will you marry me?" she asked. Her voice squeaked.

Ned sighed. He remembered what Sally told him earlier. He had to be a grown-up.

Ned reached over and placed a gentle hand on Tallulah's shoulder. "Tallulah, it's flattering that you like me, but why? Why would you like me?" Ned felt his whole body heat up inside. "I'm out of shape; I have a huge hiney that knocks everything over."

Tallulah giggled as Ned went on bashing himself.

"I have terrible allergies-by the way, thank you for toning down the perfume," Ned let out another sigh. He sounded so ashamed and defeated. "And I'm overall unattractive."

"I like you because I you're kind and you make me laugh," Tallulah confessed. "By the way, I would have never noticed that other stuff about you until you pointed it out to me. I think you're very handsome."

Ned thought about what she'd said. It was what Sally tried to tell him before. It was what JoJo sang about. Ned was so busy focusing on his insecurities, but everyone else was focusing on how beautiful he was on the inside and out.

"I want you to look at this," Tallulah said. She slid her composition book out of her backpack and flipped to the right page.

Ned took the composition. It trembled in his hands so he sat in down on his lap. He read every word.

"Um...Tallulah," Ned said, still gazing at the poem. The ferris wheel was at it's highest now. "I think it's time we finally talk about this."

"Our relationship?" Tallulah asked.

Ned shifted in his seat to get more comfortable. He was tired from his nerves that had been running rapid.

"Listen," he began. "As I told you before, I am very flattered that you like me. You're a smart, sweet girl with a very big heart, but there's no way we could ever get married."

Tallulah's face fell. "What do you mean?" Her sing-songy voice turned into a sad ballad. The ferris wheel was coming back down to speck.

"I'm much older than you are and...well, there's someone else," Ned explained. "It just wouldn't work out. I'm sorry."

Ned looked away just in case Tallulah was crying. To his surprise, he looked back and she hadn't shed a single tear. Her mouth was just a firm line.

The Ferris wheel settled to the ground and stopped. Ned and Tallulah waited to be escorted out.

"Tallulah," Ned spoke up. "Even though we can't get married, won't you continue to be my friend?"

Tallulah looked up at him, murky eyed. "Yeah, of course," she replied lowly.

"Good," Ned breathed out. He felt so relieved. Tallulah was understanding and handled it better than he'd thought she would.

The ferris wheel had finally come to a complete stop. The ride operater escorted the two out of the gondola.

Tallulah faced Ned one last time that night-to give him back the framed twenty who-dollar bill. Ned grimly watched as she disappeared into the crowd. There was no hug goodbye this time.

JoJo slammed his locker door shut Monday afternoon at school.

"A-hem!"

JoJo whipped his head around. It was Mr. Gristmel. What did he want this time? Another week with Tallulah? JoJo held his breath.

"I came to report some good news," Mr. Gristmel paused, giving JoJo's racing heart extra time to catch up. "Tallulah passed her spelling test!"

"Oh my Seuss! Observatory here I come!" JoJo cried. He then saw the firm look on Mr. Gristmel's face and settled himself down. "When should we start our next study session?" he asked.

Mr. Gristmel held up his hand as if to say, "Wait a minute and let me continue."

"I will be taking over tutoring Tallulah from now on," he explained.

JoJo felt stung. He had worked so hard to help Tallulah. He thought he had made a difference in her life. "Did she not score high enough?" he asked, his voice demanding an explanation.

"She passed with an A-," Mr. Gristmel replied. "It's nothing you've done wrong, JoJo, it's just...between you and me,Tallulah's had her heartbroken."

I guess things didn't work out with Mr. M, JoJo thought to himself.

Mr. Gristmel went on. "I want to spend more time with her, that's all. She...she really needs her father right now. I've never seen her so upset."

JoJo nodded understandably. Mr. Gristmel then slid a folded peice of paper from the pocket of his fur suit and handed it to JoJo.

"She wanted me to give this to you," Mr. Gristmel said.

The letter read:

Thanck you for ur help, Joe-Joe. Pleez tell the Mayer I said hello.

JoJo held onto the letter, still gazing at it.

"JoJo," Mr. Gristmel said quietly. "Do you know who Mr. M is?"

JoJo's eyes left the page. He thought about it some more, but he still wasn't sure.

"I don't know," JoJo replied. "My mom always says that men don't always see what's right in front of them, so I guess we'll never know unless Tallulah tells us."

Mr. Gristmel nodded. "I guess so."

AN: I hope you all loved this story. Like I said back in chapter one, this is as close to romance as I'll get. I know it was kind of jarring, and maybe a little out of place amoung other Horton Hears a Who! romance fics, but I refuse to pair JoJo up with someone. It's just not my style, guys.

As always please comment and tell me what you thought of the story. You don't know how helpful feedback is to me. And if I don't post a fic soon, Happy Valenwhos Day, everybody!