The Phantom Tollbooth

The Phantom Tollbooth is a 1970 American live-action/animated film based on Norton Juster's 1961 children's book The Phantom Tollbooth. This film was produced by Chuck Jones at MGM Animation/Visual Arts. Jones also directed the film, save for the live action bookends directed by fellow Warner Bros. Cartoons alum Dave Monahan. The film was released to theaters by Metro-Goldwyn-Mayer on November 7, 1970, and was the last MGM feature film release to include animated segments. MGM's United Artists subsidiary would release its first fully animated film The Secret of NIMH in 1982.
Completed by 1969, the film was held up for release by Metro-Goldwyn-Mayer until late 1970 due to internal problems. The animation studio closed soon after the film's release, with MGM leaving the animation business for good. Juster had no input into the film adaptation, and has stated that he is not particularly fond of it.

Directed by Chuck Jones
Abe Levitow
Dave Monahan (live action)
Produced by Chuck Jones
Written by Norton Juster
Sam Rosen
Based on The Phantom Tollbooth by Norton Juster
Starring Butch Patrick
Mel Blanc
Daws Butler
Candy Candido
Hans Conried
June Foray
Patti Gilbert
Shepard Menken
Cliff Norton
Larry Thor
Les Tremayne
Michael Earl
Music by Dean Elliott
Cinematography Lester Shorr
Editing by William Faris
Distributed by Metro-Goldwyn-Mayer
Release date(s)
November 7, 1970
Running time 90 minutes
Country United States
Language English

Lion Roars Loudly

Streetcar Bell Dinging, Sirens Sounding

Boat Sounding, Sirens Sounding

Overlapping Voices

Man: Anthony Da Vinci
Man: William Shakespeare Saunders

Woman: Now, let's get ready for the spelling bee.
Man: After the discovery of America by Columbus...

Man: The Fibonacci Sequence
Woman: Anthony Trollope

Woman: Be sure to carry the three!
Man: New Word- Thinking

Man: The dodecahedron is a 12-sided mathematical
Man: Cloudy with intermittent showers

Woman: Albert Einstein
Woman: E= MC squared

Woman: Give me five words than begin with J.
Man: Deoxyribonucleic acid!

Man: A judge pronounced he's guilty, guilty, guilty.
Woman: Flabbergast.

Woman: The sum of the squares.
Man: A dodecahedron-

School Bell Begins Ringing Loudly
Overlapping Voices Continue

Man: 12 sides- 99
Man: The shortest distance...distance...distance

Overlapping Continues,
Stops at End of Bell Ringing

Children's Feet Pound on Ground,
Muffled Chatter

Children Chatter Excitedly

Upbeat Tambourine Music Begins

Choir Singing Milo, Open Your Eyes:
What's to become of Milo?

What could he come to be?
Well, he looks at life, and he doesn't see.

Doesn't see the bright blue sky,
Doesn't hear the train go by,

Doesn't sing a song!
Little fellow, what's wrong?

What's to become of Milo?
Lost in a vacant stare.

Doesn't have a dream,
Doesn't even care.

He's a boy who might rise high,
Maybe even touch the sky,

All the world could be his pie,
if he'd only try!

Milo, open your eyes.

Look around you and see-
See how interesting life can be.

Milo, aim for the sky.

You could touch the sky, Milo
You could touch the sky.

Musical Interlude,
Music Becomes More Upbeat

What's to become of Milo?
Lost in a vacant stare,

Doesn't learn in school,
Doesn't even care.

He's a boy who might rise high,
Maybe even touch the sky,

All the world could be his pie, if he'd only try!

Milo, open your eyes.

Look around you and see,
See how interesting life can be.

(Door Opens)

(Door Closes)

Phone Ringing
Music Fades: Milo...

Phone Continues Ringing Loudly

Door Clicks Shut

Phone Continues Ringing Loudly

Book Hits Table

Phone Continues Ringing Loudly

Milo (reluctantly): (Sighs) Hello Ralph.

Ralph: Hi, Milo. Are you doing anything?

Milo: Nah. I'm not doing anything.
What's there to do?

Ralph: Nothing I guess. Nothing is fun any more.

Milo: Right! Everything's a big waste of time.

When I'm in school. all I want to do is be out.
When I'm not in school, I wanna be someplace else.

(Sighs) If only something could happen some time.

Ralph: Yeah.

Milo (muffled): What's the use of subtracting
turnips from turnips? Or carrying a 3?

Or knowing how to spell February. Feb-ru-ary!

Ralph: Yeah, everything's a drag.

And who wants to sit around doing homework anyway?

Milo: Everything seems so impossible.

(Sighs) Everybody says it's such
a big wonderful world.

How come it seems it so-- small?
And kind of empty?

(Sighs) There's no rhyme or...
or reason to any of it.

(Robotic Noise,
Thump)

Intriguing Flute Music Plays

Milo (quietly): Hey Ralph, did you hear somethin'?

Ralph: Hear something?

Milo: Well, I don't know. It- it sounded kinda like a bump.
Or like something heavy droppin'.

Aww, I guess it wasn't anything.
Nothins' ever any...(looks in mirror) thing.

Mysterious Music Begins

Milo: Hey, Ralph!
There's something funny in my bedroom.

Ralph: Something funny in your bedroom?

Milo: I'll be back in a minute.

Mysterious Music Continues,
Gong Sounds

Milo (Reading): For Milo, who has plenty of time.

(Speaking) That's funny, I don't think it's my birthday.

Mysterious Music Continues

Milo (Reading): If bored, pull tab marked "tab,"
and step back.

Mysterious Music Continues

Upbeat Digital Music Begins

Tollbooth: Well, Milo. You are now the proud possessor
of one, genuine turnpike tollbooth.

Milo: Turnpike tollbooth?

Tollbooth: For use by those who have never traveled
in the land beyond!

Milo: Beyond? Beyond what?

Tollbooth: Beyond your wildest imagination, of course! (Tollbooth Chuckles)

Your genuine tollbooth kit contains
one galvanized automobile.

Automobile Honks
Automobile Makes Boing Noise

Spinning Music Plays

Tollbooth: One book of rules and traffic regulations.

One map, up to date,
and carefully drawn by a master cartographer.

And precautionary signs to be used in a
precautionary manner.

Have your destination in mind.

Milo: I don't think I have a destination.

Tollbooth: Rule #8a. All travelers must have a destination.
No journey is valid without a destination.

Find one on your map, Milo.

Music Continues in Background

Tollbooth: Well, well?

Milo (Talking to Himself): Castle in the Air.
Might as well go there as anywhere.

Milo (to Tollbooth): Castle in the Air.

Tollbooth (Speaking Like Train Conductor):
The Castle in the Air,

by way of Dictionopolis, Digitopolis,
and all points west.

Milo: Dictionopol-,Digitop- How far is it?
Maybe I don't want to go-

Tollbooth: Well Milo, make up your mind.
Going or staying?

Tollbooth (impatiently): Well??

Milo: I don't know if...
alright. Going, I guess.

Tollbooth: Results are not guaranteed. But if not
perfectly satisfied, your wasted time will be refunded.

Please have your fare ready.

Cash Register Chimes

Fantastacial Music Begins

(Hollow Knock)

Digital, Fantastical Music Continues

(Knock on Metal)

Tambourine/Horns Sound
in Conjunction with Milo's Movement

Car Brakes Repeatedly

Tollbooth: Stop! Make up your mind,
you're holding up traffic!

Milo: (Sighs) Oh well, it looks like a dull afternoon anyway.

Exciting, Adventurous Music Plays

Exciting, Adventurous Music Continues

Milo: This is crazy. Here I am, riding along a road I've- I've never seen, going to a place I've never heard of.

I wonder where I am, anyway.

Bell Chimes Repeatedly With Flashing Lights

Milo (Reading): You are on the road to Diction-ohpolis?

(Sign Stretches) Beware of Officer Short Shrift?!

Milo (Speaking): What a funny name!

(Siren Blaring)

Officer Shrift: Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty!

I've never seen anyone so guilty!

Slow down, slow down, slow down, slow down.
Slow down or I'll arrest the lot 'o ya.

(Motor Idling)

Milo: How can I slow down? I'm not even moving.

Shrift: Oh, it's you is it? I mighta known it'd be a boy.

Talking back to an officer, that's a misdemeanor.
Where were you on the night of July 25th? Hmm?

Milo: July 25th? Wha- What's that got to do with it?

Shrift: Do with it?? It's my birthday.
That's what it's got to do with it!

Boys are always forgetting people's birthdays.

Milo: Well, I'm sorry...

Shrift: You have committed the following crimes-"underceding" the speed limit, a misdemeanor.

Milo: But I wasn't even moving!

Shrift: Wasn't even moving, eh?
"Overstructing" traffic, a felony.

Milo: Look, you can't do this! I wasn't doing anything.

Shrift: Not doing anything.
I think you'll admit at your age, that's a crime.

Now then, would you like a long sentence,
or a short sentence?

Milo: Well, I..I suppose a short one.
If I have a choice.

Shrift: How about "I am."?

It's the shortest sentence I know.

Milo: It's- it's very kind of you to give me such a -
a short sentence.

Shrift: And just when would you like to go to prison
and start serving it?

Milo: Ser- serving it? Oh, oh well I uh-

I suppose I really can't until I get back from
Diction-opolis and the Castle in the Air.

[Frightening Music Plays
Thunder Roars Loudly]

Shrift: The what? In the what?

Milo: Why...The- the Castle in the Air.

[Frightening Music,
Thunder Roars Loudly]

Shrift: Boys are guilty of everything.

(Siren Blares) Guilty! Guilty! Guilty! Guilty! Guilty!
(Voice Fades)

Mysterious Music Plays

Milo (Reading): Welcome to Expectations.
(Speaking): Expectations?

Boy. They sure have a way of naming places around here.

Milo (Reading): Information, predictions, and advice-
truthfully offered.

Milo (speaking): Well that's one thing I could certainly use, is a little information.

("Milo, Open Your Eyes" Music
Plays in Background)

Milo (Reading): Park here and blow horn.

(Speaking) Alright.
(Blasts Car Horn)

Whether Man: My, My, My, My, My, My. Welcome, welcome, welcome, to the land of expectations.

Um, to the land of expectations.

(Umbrella Squeezes, Popping Noise, Scooting Noise)

Whether Man: We don't get many travelers these days.
We certainly don't get many travelers these days.

Now what can I do for you? I'm the Whether Man.

Milo: How do you do sir. I wonder if-

Could you tell me where the right road to a
-a Diction-opolis or- or someplace...

Whether Man: Dictionpolis? Well now, well now, well now.
I don't know of any wrong road to Dictionopolis,

so if this road goes to Dictionopolis at all,
it must be the right road. Don't you think?

And if it doesn't, it must be the right road to somewhere, mustn't it?

Because there are no wrong roads to anywhere.
Do you think it'll rain?

Milo: But I thought you said you were the "weather" man.

(Scooting Noise)

Whether Man: Oh no, no, no, no, no, no, no, no, no, no, no. I'm the whether man, not the weather man.

For after all, it's more important to know

whether there will be a change in the weather,
than what the weather will be, don't you think?

Upbeat Music Begins

Milo: What kind of place is- I mean-
what kind of place is Expectations?

Whether Man: Good question.
Splendid question.

Expectations is the place you must always go-
before you get where you're going.

Of course some people
never get beyond Expectations.

But my job is to hurry them along anyway.
So I'd better hurry you along, too.

Milo: Thank you. Thank you. Buh- But I, I really think
I can- I can find my own way.

Whether Man: Splendid. Splendid. Splendid.
I do so hate to make up my mind about anything.

Whether or not you find your way,
you're bound to find some way.

If you happen to find my way, please return it.
You did say it was going to rain, didn't you?

(Rain Shower)

Milo: Boy. That's the most peculiar man I've ever met.

I hope I'll meet somebody whose sentences
make as much sense backwards as forward.

Calming Jazz Music Plays

Milo: (Yawns) What a nice, sleepy day.
Maybe that old tollbooth had something after all.

Nobody to tell me what to do.
No decisions to make.

Nothin' to think about.
Nothin' to care about.

Nothin.'

Miles and miles and miles of nothin.'

Nothin.'
Just Nothin.'

Calming Jazz Music Continues

Engine Revs

Milo (yawns): I wonder...where I...am.

Lethargians (reverberating voices):
You're in Doldrums.

Milo: The- what drums?

Lethargians (reverberating-echoing each other):
Welcome to the...Doldrums. (Snoring)

Lethargians: Allow me to introduce you...

We are the Letharges. (Snores)

Milo: I'm very pleased to meet you.
Uh- Could you help me, please? I think I'm lost.

Lethargians: Think?! Don't...say... that.
It's against the law to think in the Doldrums.

Milo (Yawning): That's ridiculous.
Everybody thinks.

Lethargians: We don't. And most of the time, you don't.
And that's why you're here. You weren't thinking.

And you weren't paying attention, either. People who don't pay attention often get stuck in the Doldrums...(Snores)

Milo: Hahaha. That's silly.
Hahaha!

Lethargians: Stop that at once!
Laughing is against the law.

And smiling is permitted only on alternate Thursdays.

Milo: But if you can't laugh or think,
what can you do in the Doldrums?

Lethargians: Do? Why? You can do anything...

(Singing): As long as it's nothing.

Everything, as long as it isn't anything.

So... don't say there's nothin' to do in the Doldrums.
Don't say we don't (snores) days..

We dawdle a bit... and then
(Speaking): Yeah and then we-

We loiter a while,
...and dawdle again.

(Lethargians Snore)

We gather our strength...to start anew.

On all of the loafing and lounging
we still have left (yawn) to do.

So don't say there's nothing to do
in the Dol...drums,

It's just...not...true.

(Milo Yawns,
Lethargians Snore)

Milo (Yawning): I can see you... lead a rich
and... productive life.

Milo (Singing): Don't say there's nothing to do
in the Dol...drums!

Milo: I'm ready to diddle away the days, I am!
Lethargians: The days we don't,

Milo: I doddle a bit. Lethargians: Doddle a bit.
Milo: And then.. Lethargians: Doddle a bit.

Milo (Yawning): I loiter awhile.
Lethargians: Loiter awhile.

Milo (yawning heavily): And doddle again.
Lethargians: And dod--doddle again.

Milo: I gather my strength.
Lethargians (mumbling): Gather strength.

Milo: To start anew.
Lethargians: to start anew.

Milo: On all of the loafing and lounging
I still have left to do.

Milo/Lethargians: So...Don't say there's nothing to do
in the Dol...drums.

It's just...not...true.

(Milo Yawns/Lethargians Snore)

Dog Barking

Lethargians: It's the terrible watchdog, run!

Run Everybody! Try! Go!
It's the terrible watch dog!

(Lethargians Echo Each Other Nervously)

Milo (Calmly): Terrible...watchdog?

(Dog Barks and Growls,
Dramatic Music Plays)

(Marching Band Music Plays)

Tock: Here, what's this?
What are you doing here?

Milo (Yawns): Just killing time.

(Alarm Sounds Loudly)
Tock: Killing time?!?!

(Alarm Sounds Loudly)
(Tock Stops the Alarm)

Tock: Look son, it's bad enough wasting time without killing it. Come on, get ahold of yourself!

You can't spend the rest of your life in the Doldrums.
How did you get here anyway?

Milo (Yawning): Ah, it was easy.
I guess I just wasn't thinking.

Tock: Heh. Precisely. You got here by not thinking,
and now you've got to think your way out.

Milo: (Sighs) Go away. I was sleep...
(Alarm Clock Sounds)

Milo: Besides, it's against the law to think.

(Dramatic Music Plays)
(Lethargians Growl)

Tock: You've got to get out of here, quick!

I know you haven't had much practice,
but you've got to start thinking!

(Lethargians Growl)

Milo: ..Too much work to think. (Yawns)

I'd rather not do...(yawns) anything.

Tock: The Lethargians don't want you to do anything,
even eating or breathing.

Milo: Breathing? But I've always breathed!
I can't stop now.

Tock: Then get started thinking. Think boy, think!

Milo: What do I think about?

Tock: Think of birds that swim, and fish that fly.

Milo: Uh, let's see. Birds that swim... (Ding)
And fish that fly...(Ding)

Tock: Words that begin with "J."
(Motor Starts)

Tock: It's working, it's working! Keep thinking!
Dinosaur insteps, potato ice cream.

(Engine Revving)

Milo: Uh, potato insteps and dinosaur ice cream.

Tock: Faster boy, faster.
Deoxyribonucleic acid!

Milo: Deosi-ribe-banana-clay-castle!

Tock: Albert Einstein. E= MC squared.

Milo (copying Tock): Albert Einstein. E= MC squared.

Tock: William Shakespeare!

Milo: Anthony Trollope, Isaac Newton!

Tock: Faster boy, faster!
Roger Bacon, John Stuart Mill.

(Climatic Music,
Lethargians Growling)

(Alarm Sounds)

Milo: February. F-e-b-r-u-a-r-y.
15x86=1,290. And carry the 3!

(Dramatic Music Plays, Ends with Crash)

(Alarm Sounds Loudly)
(Begins Normal Ticking After Tock Turns It Off)

Tick: Whew. For a minute I was afraid
I'd snapped my main spring.

You must excuse my gruff conduct, but you see
it's traditional for watch dogs to be ferocious.

Milo: I thought you were just great, but are you sure it's alright...to leave those Lethargians back there alone?

Tock: Oh, I don't just watch Lethargians, I watch boys too. And right now, I'd say, you needed a watchdog.

And anyway I just love automobile rides!
(Pleasant Music Plays in Background)

Milo: I'm very pleased to have you along.
My name is Milo.

Tock: Milo. That's a strange name for a boy.
My name is Tock.

Milo: Well, I mean uh-well- isn't that kind of a strange name...for a dog?

Tock: Oh, no. How many names can you give a watchdog?

Actually, my name is Tick-Tock.
My friends call me Tock.

Milo: May I call you Tock?
It's about time I had a friend.

Tock: It's about time. Time?
But time is your friend.

Time marches on, time and tide wait for no man-

Tock (Singing): Time. Time. Time. Time.

Time is a gift, fleeting and swift,
Ticking and tocking itself away,

Itself away, a way of saying better beware,

Time is a gift, precious and rare,
Take it and make of it all you can.

Use all you can,
there's not a moment to spare.

So, take a second to look around,
See a sight, hear a sound.

Take a minute to concentrate,
Analyze...Contemplate!

Take an hour and change the fate of the world!

Time is a gift, given to you,
Given to give you the time you need,

The time you need to have the time of your life!

Time ticks hastily away,
Take time to save it every day!

Time saved, in the nick of time,
Is golden time.

Milo: Time, time, time, time.

(Milo and Tock Begin Doing Rounds,
Singing Different Lyrics Simultaneously in Harmony)

Milo: Time is a gift, fleeting and swift,
Tock: Times...ticks...

Milo: Ticking and tocking itself away.
Tock: ...Hastily.

Milo: Itself a way of saying better beware.
Tock: Time to save it every day.

Milo: Time is a gift, precious and rare.
Tock: Time...saved...

Milo: Take it and make of it all you can.
Tock: ..in the nick of time.

Milo: Use all you can, there's not a moment to spare.
Tock: Is golden time...

Milo: So take a second to look around,
Tock: So just stop and

Milo: See a sight, hear a sound.
Tock: ...look around.

Milo: Take a minute to concentrate.
Tock: And concentrate.

Milo: Analyze, Contemplate.
Tock (echoes): Analyze. Contemplate.

Milo: Take an hour, and change the fate of the world!
Tock: Take an hour, and change the fate of the world!

Milo: Time to give, given to you,
Tock: Time...time...time...

Milo: Given to give to the time you need:
Tock: Time...

Milo: The time you need to have the time of your life!
Tock: Time...of your life.

Milo/Tock together:
The time you need to have the time of your life....!

Milo: Golly! I've never seen such a-
...a beautiful country, Tock. What country is it?

Tock: Well, it used to be called the Kingdom of Wisdom,
until the old King died.

But then, it was divided into two states. On one side, Dictionopolis, the Kingdom of Words.

It's ruled by King Azaz, who has an iron law that all words are more important than numbers.

The other side is Digitopolis, the Kingdom of Mathematics, ruled by the Mathemagician.

His law is that numbers are more important than words.

And over there, in the mountains of ignorance,
the demons are gathering, just waiting...

(Thunder Roars)

And beyond those mountains, Milo, is our only chance.
The C-a-s-t-l-e in the A-i-r.

Milo: Well that's where I'm going.
The Castle in the Air.

(Thunder Roars Loudly)
(Dramatic Music Plays)

Tock: Don't say that again, Milo.
It makes the demons very angry.

But at least there's one sane and intelligent man left in this country: Chroma the Great.

That's one of his best rainbows.

Milo: Hey! There goes the Whether Man.

Whether Man: Have you found my way yet?
I hope it isn't mildewed.

Tock: Come on, Milo. Let's go. We're wasting ti-

Milo: I know, I know. We're wasting time.

(Pleasant, Traveling Music Plays)

Tock: Stop!
(Car Breaks Loudly)

Milo: What's that?

Tock: Hmm...Unless I'm very much mistaken,
you just missed running into the abode

of Kakofonous A. Dischord.
(*Cacophonous)

Kakofonous A. Dischord (KAD): Ahh, whooo!!

(Honks Horn) Beautiful, isn't it.
(Honks Horn)

KAD (singing): But.. Of all the beautiful things in life, that nature has provided. (Horn Honks)

A daffodil. A buttercup.
A bird...(bird tweets a melody).

(KAD hums/mumbles to himself, laughs)

KAD: The loveliest things of all to me,
I long ago decided.

Cannot be seen,...they only can,
be heard!

(Music and Pots Begin Banging in Rhythm)

(Pots Continue to Clang, Thunder Roars)
KAD: I..I..give people noise.

(Pots Continue to Clang, Thunder Roars)
Wonderful, deafening, earsplitting noise.

(Whistle Blows)
KAD: Whistles and squeaks, screeches galore.

(Tambourine Jingles)
KAD: Jingles and jangles, oh how I adore all that-

KAD: Noise, noise! Marvelous noise!

(Glass Shatters Repeatedly)
KAD: Horrible, hideous. Awful, insidious-

(Glass Shatters Repeatedly)
KAD: Noise, noise, noise!

(Glass Continues to Shatter)

(Relative Calm Carnival Music Plays in Background)
KAD: You don't look well my boy.

(Relatively Calm Carnival Music Plays in Background)
KAD: Hey here, let's have a look at you (Horn Honks)

KAD: Just as I suspected, you are suffering
from a severe lack of noise.

KAD: Now, this'll fix you right up.

(Cacophony of noise "poured" into cup)
KAD: Honking horns, screeching trains, bells, shouts,

(Cacophony of noise "poured" into cup)
KAD: Shrieks, gurgling drains. And all the rest of-

KAD: -those wonderfully unpleasant sounds
we use so much of today.

(Cacophony Continues)

KAD: Now here, take this and you'll never
have to hear a pleasant sound again.

Milo: No! No- no thank you. I don't want to be cured of pleasant sounds.

(Cacophony of Noise Continues)
KAD: Well now, that's very unusual.
However, nothing odd.

(Cacophony of Noise Continues)
KAD: I'll just give it the Awful Dynne.

Milo: The Awful Dynne? *(Din).

(Noises Sounds as They Pour into the Lamp)

Dynne: Whoa hahaha! Ahhh, that was good, Master.

KAD: This is my assistant, the Awful Dynne.

Milo: Gee, I don't think I've ever met
an awful Dynne before.

KAD: What?? Never met an Awful Dynne before?
Oh you must be mistaken.

When you're playing in your room and making a lot of noise, what do they tell you to stop?

(Drums Play Loudly)
Milo: Why, the- the awful din! (Dynne Laughs)

KAD: And when the street is being repaired with about 50 jackhammers going all day, (Jackhammer Noise)

KAD...what does everybody complain of?
Milo: The awful din!

KAD: Right, and now my valued assistant will show you var-de-ous (*various) examples from my rare, exotic,

and seldom heard...noises.
Dynne? (Horn Honks)

Dynne laughs/begins singing)

Dynne: Didja...ever hear an elephant tap dance, on a tin roof late at night? / That's noise...beautiful noise!

Did you ever hear a centipede crying...when his shoes don't fit him right? / That's noise... beautiful noise!

Did you ever hear a hungry dinosaur
hiccup on a windy day?

Did you ever hear a nervous butterfly
nibble on a cheese soufflé?

(Carnival Music, Awful Dynne Laughs)

KAD: Ah, yes. Noise is very fashionable today!

Why I can hardly fill the orders for noise pills, racket lotion, clamor salve, and hubbub tonic!

Years ago, well everyone wanted pleasant sounds.
But today, all they want is -

(Loud Noises Coincide With Lyrics)
KAD: Crash! Bing! Bang! Boom! Ah! Plunk! Ding! Doo!

(Cacophony of Noise Plays in Background)
KAD: Noise, noise, nerve jangling noise,

(Cacophony of Noise Plays in Background)
KAD: Battering, Chattering, Shattering Noise!

(Cacophony of Noise Plays in Background)
KAD: Gurgles and screams, all of that stuff!

(Cacophony of Noise Plays in Background)
KAD: Tickle my eardrums, I can't get enough-

(Cacophony of Noise Plays in Background)
KAD: of that noise, noise, marvelous noise!

(Cacophony of Noise Plays in Background)
KAD: Horrible, hideous, awful, insidious!

(Music Plays in Background, Followed by Cacophony)
KAD: Noise, noise, noise!!

(Speeding Music Plays)

(Pleasant, Holiday-Like Music Plays)

Tock: Looks like a beautiful crop,
doesn't it, Milo?

I've never seen fatter W's.
And those A's look delicious!

Milo: Are those letters growing on those trees?

Tock: Well, money doesn't grow on trees, does it?

Milo: No. It's just that I've never seen letters
growing on trees, either.

(Time is a Gift Music Begins)
Milo/Tock Sing Simultaneously Again

Milo: Take a minute to concentrate.
Tock: And Con-cen-trate.

Milo: Analyze. Contemplate.
Tock (echoing): Analyze. Contemplate.

Milo: Take an hour and change the fate of the wor-ld!
Tock: Take an hour and change the fate of the wor-ld!

Milo: Time to give, given to you,
Tock: Time...time...time...

Milo: Given to give you the time you need,
Tick: Time...Time...

Milo: The time you need to have the time of your life.
Tock: Time...of your life.

Milo/Tock Together: The time you need to have the time
of your life!!!...

(Music Concludes Dramatically)

Soldier L: Greetings.
Soldier M: Salutations.

Soldier N: Welcome.
Soldier O: Good Afternoon.

Soldier P: Hi.
(Sound of Soldier P Whisked to Back of Line)

Milo: Why, thank you. And Hi!

Soldier L: By order of Azaz the Unabridged,

Soldier M: King of Dictionopolis,

Solider N: Monarch of Letters,

Soldier O: Emperor of Phrases, Sentences,
and Miscellaneous Figures of Speech,

Soldier P: We offer you the hospitality of our kingdom.

Soldier L: Country,
Soldier M: State,

Soldier N: Commonwealth,
Solider O: Palatinate.

Soldier O: Royal Banquet,
Soldier N: Tonight,

Soldier M: In Your Honor,
Soldier L: Seven Sharp.

Soldier P: Be there.
(Sound of Soldier P Whisked to Back of Line)

Soldier L: Goodbye.
Soldier M: Adieu.

Soldier N: Arrivederci.
Solider O: So Long.

Soldier Five: Ciao!

Milo: Bye.
(Music Indicating Tip-Toeing of Soldier P)

Milo: I never knew words could be so confusing.

Tock: Only confusing, Milo,
when you use a lot to say a little.

(Vendors Yelling to Attract Customers)
Man: Catchphrases!

Man B: Step right up, ladies and gentlemen. Get your fresh picked ifs, ands, and buts, right off the farm.

British Man: Nice whats, wheres, whiches, whens, and whos. Get 'em by the where, get 'em by the batch.

Man: Halfbaked ideas here. Halfbaked Ideas.

Man: Meaty words here. Chops, steaks, venison.

Man: Poetic Words. Sublime words.

Man: Step right up, step right up.
Fancy, best quality words right 'ere.

How 'bout you young man?
How 'bout a nice bag full of pronouns!

Or maybe you'd like our special assortment of adjectives. (Vendor's Voice Fades Into Background)

Milo: Boy, wait'll Ralph hears me use these!

How much are these, sir?

Vendor: And were you thinking of using all of 'em
in the same sentence?

Milo: Why ye- yes, sir.

Vendor: Well, (laughing) I'll tell you what, lad.

Why don't you just take a bag full of
happys and goods to start with?

Very useful for Happy Birthday, Happy New Year, happy days, and happy-go-lucky.

Useful too for good morning, good afternoon, good evening, good riddance, and goodbye!

Man: Nouns by the pound! Nouns by the pound!

Man B: Step right up, ladies and gentlemen. Do it yourself. Make up your own words. Be creative!

Have fun! Start a language!

Milo: That looks pretty difficult, Tock.
I'm not much good at making up words.

Bee: Perhaps I can be of assistance.
Milo: Look out!

Bee: A-S-S-I-S-T-A-N-C-E
Milo: Tock, look out!

Tock: It's alright, Milo. It's just the Spelling Bee.

Bee: Yes, please don't be alarmed. A-L-A-R-M-E-D. Alarmed. I know boys are often afraid of bees.

B-E-E-S. Bees. But let me assure your my intentions are peaceful. P-E-A-C-E-F-U-L.

Milo: And you don't sting?

Bee: Sting? (Laughs). Oh I can sting, but I don't. However, I can spell anything. A-N-Y-T-H-I-N-G.

Milo: Anything?

Bee: Any word that has ever been written in any language, any where.

Humbug: Balderdash. Let me repeat. Balderdash.

Bee: Balderdash?! Why you-

Humbug: Come now. Don't be ill-mannered.
Isn't someone going to introduce me to this little boy?

Fine, manly little fellow.

Bee: This is the Humbug. H-U-M-B-U-G.
A very dislikable fellow.

Humbug: Nonsense. Everyone loves a humbug.

(Humbug Laughs). Insectious Humbugious.
If I may use the Latin.

Bee: "Insectious Humbugious"? Why, you fraud!
You can't even spell your own name.

Humbug: A slavish concern for the composition of words
is the sign of a bankrupt intellect.

Be gone, odious wasp!
You smell of decayed syllables.

Bee: Odious wasp?! How dare you!

En garde! E-N G-A-R-D-E.

(Bee Buzzing Angrily)

(Bee Screeching to a Halt)

(Bee Buzzing Loudly)

Humbug: Back! Back!
Back I say.

Didactic Drone!
Verbose vermin!

(Sounds of Dueling)

Back!
Parsimonious Word Miser!

(Sounds of Dueling)

Overbearing Dragon Fly! Touché!

Bee: Touché. T-O-U-C-H-E.
(Sounds of Dueling)

(Sounds of Dueling)

Humbug: Yeow!!
(Dramatic Music Plays)

(Dramatic Music Continues,
Sounds of Buildings Falling)

(Sounds of Wood Breaking,
Stands Crashing to the Ground)

(Music of Dismay as
Words Fall to Ground)

Shrift: Guilty! Guilty! Guilty! Guilty! Guilty! Guilty! Guilty!
I've never seen anyone so guilty.

Milo: Uh-oh.
(Siren Blares)

Shrift: Guilty! Guilty! Guilty!
Just as I thought, you again!

Shrift: Guilty of sowing confusion.
Upsetting the alphabet cart.

Milo: Apple cart.

Shrift: Correcting an officer.
Breaking havoc.

Mincing words.
(Alarm Rings)

And having a dog with an unauthorized alarm.

(Tock Barks)
Shrift: And illegal barking.

Shrift: I sentence you both to
six million years in prison.

Milo: Six million years?
But- but only a judge can sentence you!

Shrift: Good point. (Magic Music).
I sentence you both to six million years in prison.

(Gavel Bangs)
Shrift: Come along. I'll take you to the dungeon.

Milo: But- but you can't. I mean-
only a jailer can put you in prison.

Shrift: Good point. (Magic Music).

I am also the jailer.
Come on, come on!

Humbug: Keep your chin up, my boy. Maybe they'll take a million years off for good behavior.

Bee: Be the "e" of good hope. H-O-P-E.

(Somber Marching Music)

Shrift: You'll find it quite pleasant down here.

Milo: Isn't it a little dark?

Shrift: Of course it's dark. Dungeons are always dark. If they weren't dark, they wouldn't be so unpleasant.

Milo: But you said it would be pleasant down here.
Which-

Shrift: Precisely. Which (*Witch).
You can always chat with a Which if you get lonely.

Shrift: This is it, all the comforts of home.
(Door Creaks/Slams) See you in six million years!

Frightening Music Plays

Which: Oh, there you are! How do you do?

Milo: (hesistates) Hello.

Which: Come in, come in, come in.

Milo: You'd better be very careful, m'am.
There's a witch around here somewhere.

Which: Well, of course there is! I am she.
Faintly Macabre, the not-so-wicked Which.

There, you see? Official Which: Kingdom of Wisdom.

Milo: Oh, a Which! Like the Whether Man.

Which: Of course! The Whether Man is my brother.
At least he used to be.

I don't know whether he still is,
I haven't seen him in years!

Have a cookie.
The question marks are delicious!

Milo: What does a Which do?

Which: Well, I used to help people choose which words to use-

Which were the most proper and fitting words
for any and all occasions.

But when Rhyme and Reason were banished-

Milo: Rhyme? And Reason?

Which: Yes, Milo. When the two kings had their terrible quarrel-

(Adventerous Music Begins)

Which: When King Azaz insisted that words were far more important than numbers,

and hence his kingdom was truly the greater,

and when Mathemagician claimed that numbers
were much more important than words,

and therefore his kingdom was supreme,
why then naturally,

they asked the Princess of Sweet Rhyme, and the Princess of Pure Reason to settle the question.

Milo: And what did they decide? What is the most important? Words or numbers?

Which: The princesses decided that words and numbers are of equal value.

Tock: In the cloak of knowledge, one is the warp
and the other in the woof.

Which: But you see Milo,
this decision infuriated the two kings,

and they banished the princesses to the
Castle in the Air. (Dramatic Music Plays)

And I was thrown into this dungeon.

Tock: And that's why people don't seem to care anymore which words they use,

as long as they use lots of 'em.

Milo: And that's why there's no rhyme or reason around here, and everybody thinks he's so good!

Hey! Maybe we can rescue them, and rescue you too Mrs. Faintly...in about six million years.

Soldier L: Ah, there you are.
Soldier M: Where have you been?

Soldier N: Been looking all over for you.
Soldier O: Royal banquet is about to begin.

Soldier P: Soup's on.

Milo: I still have to serve my sentence
of six million years in prison.

Soldier L: No time for sentences.
Soldier M: No time for words.

Soldier N: Condemn boy to hearty meal.
Soldier O: Prisons are for the birds.

Soldier P: Jailbirds.

Soldier L: Mustn't keep Azaz waiting.
Soldier M: Things get hungry, too.

Soldier N: Royal banquet's just beginning.
Soldier O: Just in time for royal stew.

Soldier P: Chow (Ciao).

Milo: Goodbye Mrs. Macabre, don't worry.
I'll find a way to rescue you.

(Cheerful Music)

Tock: Bye, Faintly. We'll be back.

(Glittery Tones Play As Which's Tears Fall)

(Royal Trumpets Sound)

Soldier: His Majesty, the Supreme Ruler of Semantics,
Most Eminent Chieftain of Participles,

Lord and Master of Words, Super Sovereign of Syntax,
Chief Potentate of Adverbs and Prepositions.

(Soldier P Whizzing to Grab Chair)
King Azaz the Unabridged.

Milo: If you please, sir.
(Azaz Bristles At "Sir")

Milo: Your majesty. My name is Milo,
and this is Tock, my watchdog.

And we've been sentenced to six million years for-

Azaz: Ahhh! Six million?
That's not a sentence, that's a number.

It's against the law to mention numbers here in Dictionopolis. Words are the only things that matter.

Milo: I'm sorry your kingship, sir.

Azaz: After all, me boy-

(Singing) You couldn't have one fine day
without the "day," could you?

You couldn't have tea for two
without the "tea," could you?

You couldn't have three blind mice,
without the "mice," could you?

So you see, Milo, words are really, very valuable things.

If you think a great thought, how do you write it down?
Words!

If you spot a brush fire, how do you warn the town?
Words!

If you have opinions, how do you speak your piece?
If you rent a castle, how do you read your lease?

If you know a good joke, how do you tell a friend?
Words, words! That's how.

Words in a word are amazing. You can read 'em,
you can write 'em, you can sing 'em,

and recite 'em, underline them. Misdefine them.
They're amazing!

Words in a word are fantastic!

You can hint 'em, you can say 'em,
you can print 'em, you can pray 'em.

Emphasize them and despise them. They're fantastic!

String them into sentences and thoughts profound.

We'll abound, in a symphony of spoken sound,
truth is found, beauty crowned.

In other words,
words in a word are delicious!

You can taste 'em, you can treat 'em,
you can waste 'em, you can 'eat em.

And digest them, I suggest them!
They're delicious!

(King Sighs) Words.
(Music Ends Dramatically)

Azaz: Speechers, speechers. Time for speeches.
You my boy, as our guest, may speak first.

Milo (clears throat): Your Majesty, uh Ladies and Gentlemen, I would like to take this opportunity-

Azaz (claps): Enough, next.

Tock: Soup bones, dog biscuits,
porter house steak, carpet slippers.

Humbug: Roast turkey, mashed potatoes,
vanilla ice cream.

Soldier L: Veal Cutlet Parmesan.

Soldier M: Eggplant Florentine.

Soldier N: Eggs goldenrod.

Soldier O: Jones sausage, "reosh."

Azaz: Pate de foie gras, soupe a l'oignon, faisan sous cloche, salade endive, fromages et fruits et demi-tasse."

(Servants Marching,
Music in Rhythm with Chewing)

Food (whispering): Your majesty, ladies and-

Milo: But that's my speech!
I didn't know I was going to have to eat my words.

King (chewing): Of- of course you do.
That's what we're all doing.

(Chews). You, you, you should have made a tastier speech.

(Gasps). I seem to have a touch of indigestion.

Milo: Perhaps you've eaten too much too quickly.

Azaz: Too be sure, too much, too quickly.
I most certainly haven't eaten too little, too slowly.

Or too much, too slowly. Or too little, too quickly.
Or taken all day to eat nothing.

Or eaten everything in no time at all.
(Chair Creaks)

Milo: But wouldn't that be just as bad?

Azaz: You mean just as good.
Things which are "just as bad" also are equally good.

Try to look at the bright side of things, Milo.

Milo: I don't know what side of anything to look at.
Everything is so confusing!

And all your words only make things worse.

Azaz: How true.
Words seem to have lost their meaning.

Milo: But there must be something you can do about it.
Couldn't you pass a law- or something?

Azaz: We have almost as many laws as we have words,
but the laws don't make any sense either.

Milo: Perhaps you might allow- I mean uh, because you are a wise and -and righteous and just king,

you might allow...Rhyme and- and Reason to return?

Azaz: How nice that would be...

No! No, no never!
Not while that stubborn brother of mine...

(*Gently) Things always did go very well
when they were here.

(*Gruffly) I won't allow it!

Milo: Why not?

Azaz: (Gently) Why not?
(Gruffly) Why not, indeed!

Azaz: (Gently) Yes. Why not?
My boy,

I cannot tell you how it would solve all our problems,
if only you could bring back Rhyme and Reason.

(Humbug Snores)
Bee: Odious wasp, eh? (Bee Zooms)

Bee: Didactic Drone?

Bee: Parsimonious word miser, is it?

Azaz: Perhaps someone else among my faithful court would volunteer to join this brave boy

in his efforts to rescue Rhyme and Reason?

(Music of Dismay Plays)
Azaz: No volunteers?

(Humbug Snores)
Bee: Insectious Humbugious, ey? We'll see.

Azaz: Wonderful! A volunteer!
Congratulations.

Milo: That's great! With the Humbug's help,
I know we can do it!

Azaz: Goodbye, my boy. Here, in this bag,
are all the words and ideas I know.

With them, you may ask all the questions which
have never been answered.

And answer all the questions which
have never been asked.

All the great books of the past,
and all the ones yet to come, are in that bag.

Go now. But remember, use these words well,
and there is no obstacle you cannot overcome.

Azaz: Goodbye.
Milo/Tock: Goodbye!

Milo: And thank you. Goodbye!
Azaz: Goodbye! (Music Begins)

(Car Hits Bump in Road)
Humbug: Owwwwww!!!!

(Adventurous Music Plays)

Milo: Wow, what a mess!
How will we ever get through that?

(Music of Confidence)
(Humbug Knocks/Kicks Wood)*

Humbug: It is of no use my lad.
The wall is absolutely impenetrable.

However, your heroic effort shall not be unrewarded.
Our eternal gratitude will be yours.

Shall we start back?

Milo: Now look here, Mr. Humbug.
If you think for one minute that-

Dodecahedron: I say young man,
what seems to be your problem?

Milo: Who are you?

Dodecahedron: My angles are many, my sides are not few. I'm the Dodecahedron, and who are you?

Milo: What's a dode-kaheadrun?

Tock: As I remember it, it's a twelve-sided
mathematical shape.

Dodecahedron: See for yourself. I usually use one at a time... saves wear and tear.

By the way, what was your problem?

Milo: We have to get to Digitopolis to ask the Mathema-

Dodecahedron: The only way to get there is through the Numbers Mine.

Milo: Numbers Mine? But we can't get through there.
The entrance is blocked tight.

Tock: Milo, you remember how you
got us out of the Doldrums?

Milo: Yeah, maybe we can think our way through!

Dodecahedron: Can you remember any mathematics?

Milo: Let's see. Things that are equal to the same thing are equal to each other.

(Wood Cracking)

Dodecahedron: 0, 1, 1, 2, 3, 5, 8, 13 is known as the-

Milo: Fibonacci Series!

(Wood Cracking)

Dodecahedron: Vectors have both magnitude and directions...

Milo: Scalars have only magnitude!

(Door Crashes/Crashes on Ground)

Milo: We did it, we did it!

Humbug: (Laughs) Yes, yes.

We handled that brilliantly, my boy.
'Tis a good thing we knew the Fibonacci Series, eh?

(Laughs) Yes, ee-dee.

(Pleasant Flute Music Plays)

Milo: Golly. And I used to think numbers
weren't important or valuable.

Mathemagician: Not important? Not valuable?

Humbug: It's- it's the Mathemagician.

Mathemagician: By the 4,827, 659 hairs on my head,
I'll tell you what's important.

Mathemagician (singing): You couldn't have 1 fine day without the 1, could you?

You couldn't have tea for 2
without the 2, could you?

You couldn't have 3 blind mice
without the 3, so you see?

Numbers are the 4, 5, 6, 7, 8-
Wonders of the World!

If you had a big plan, how would you know how big?
Numbers!

If you had a high hope, how would you know how high?
Numbers!

If you had a deep bog,
how would you know how deep?

If you had a close call,
how would you know how close?

If you had a wide choice,
how would you know how wide?

Numbers! Numbers! That's how!

Numbers can be decimated, verified, manipulated, carried forward, backward, and replaced.

Numbers can be added to, subtracted from,
divided into, multiplied by, crossed out, and erased.

But not with words.
You're stuck with words.

Words are things you have to keep, have to watch, have to weigh, have to mind, have to know, have to say.

(Singing) But it's amazing what a digit or two can do.

Why anything you cannot figure out,
they figure out for you.

And when troubles mount
and they become too much to bear.

(Bag Drops Heavily)
Never Fear.

(Talking) Just divide them and divide them.

And divide 'em, and divide 'em, and divide 'em, and divide 'em, and divide 'em, until they disappear.

Nothing counts like numbers. Numbers!
Numbers, wonderful numbers!

Those Dewey decimal dearies,
square root and mix them in series,

They give the heart inspiration,
no words can bring such elation!

1 to 9, they're the most.
Pour the wine, drink a toast to-

Numbers!
(Music Ends Dramatically)

Mathemagician: Welcome to my workshop!

Humbug: Very impressive, Your Majesty.

But, could you show us the biggest number there is?
Heh, heh. That will give him something to figure out.

Mathemagician: Very well, Sir Humbug.

What's the biggest number you can think of?

Humbug: 9,999,999, 000,999 and 9/10.

Mathemagician: Very good. Now add 1 to it.

Humbug: Add 1?

Mathemagician: Now add 1 to that. Add 1 again. Add 1 again. Add 1 again. Add 1 agai-

Milo: But he'd never be able to stop that way.

Mathemagician: Never. For the number you hope for is always at least one more than the one you have.

And that's so large that if you start saying it yesterday,

you wouldn't finish 'til tomorrow.
I hope that's clear to you.

Milo: Nothing's very clear to me.
Here, or in Dictionopolis.

Mathemagician: (Gruffly) Right! It's all the fault of that wretched brother of mine, King Azaz.

(Gently) Ever since the little princesses left,
nothing make sense.

(Gruffly) And it's all his fault!

Milo: (clears throat) If you please sir,
we'd like to rescue Rhyme and Reason.

Mathemagician: (Gruffly) Rescue Rhyme and Reason?!
(Gently) Rescue Rhyme and Reason?

What a wonderful idea!
(Gruffly) Wait, has Azaz agreed to it?

Tock: Yes sir, he has.

Mathemagician: Then I don't. We've never agreed on
anything, and we never will.

Milo: And if I can prove otherwise,
can we have permission to go?

Mathemagician: Of course, of course.

Milo: Very well then. Now if Azaz agrees with something, then you disagree, correct?

Mathemagician: Correct.

Milo: And anything Azaz disagrees with,
you agree, is that correct?

Mathemagician: (blowing) Correct.

Milo: Then each of you agrees that
he will disagree with the other, right?

Mathemagician: Right.

Milo: Then you admit that you do agree with Azaz about something. You agree about disagreeing!

(Surprised Music)

Mathemagician: I've been tricked!

(Music of Dismay Plays)

Mathemagician: Again, I want to thank you for showing me how foolish and stupid I've been.

But this gift can supply you with all the numbers, theorems, equations, and mathematical ideas

the world has ever known, or ever will know.
Use it well, and there is nothing it can't do for you.

Milo: Thank you!

Mathemagician: Goodbye and good luck.
Milo: Goodbye.

Mathemagician: Goodbye.
Milo: Goodbye!

(Violin/Tambourine Music Plays)

Milo: Tock, look!
Is that a demon?

Humbug: Quick, let's go back!

Tock: No, no, no. That's the man I told you about.
That's Chroma the Great.

The one sane man left in this country.

Milo: You mean the one who conducts rainbows,
and sunrises and sunsets and things?

Tock: Right. We're lucky. It looks like he's ready to conduct today's sunset. Watch!

(Birds/Bugs Chirping)

(Conductor's Baton Raps
on Music Stand)

(Birds/Bugs Continue Chirping)

(Mystical Music Plays)

(Music/Chimes Correspond With Movement
of Chroma's Fingers)

(Pleasant Music Plays/Chimes Continue)

Milo: That was a very beautiful sunset, sir.

Chroma: Why, thank you my boy.
I've only been practicing since the world began.

Sometime, I'll get it just right.

Milo: I thought it was perfect.

Chroma: You ought to see my lightning,
and fireworks!

(Wand Chiming)

Chroma: (Yawns) Well, good night my boy.

Oh, don't forget to wake me at 5:23, for the sunrise.

Oh. I really, really must get some sleep.

Tock (loud whisper): Milo, Milo!
Come on, we're wasting time.

Milo (loud whisper): I can't! I have to wake
Chroma for the sunrise.

Humbug (loud whisper): Why don't you conduct
the sunrise yourself, Milo?

(Humbug Laughs Menacingly to Himself)

Humbug (loud whisper): Save us a lot of time!
And you won't have to disturb Chroma- at all!

Milo: Hey, that's a great idea, I'll do it!

Tock: Why, you fool! What did you tell him to do that for?
Do you know what trouble he can-

(Conductor's Baton Raps
on Music Stand)

Tock: No, Milo. No!

(Pleasant Music Plays)

(Frightening Music Begins)

(Sounds of Explosions)

(Thunder Clasps)

(Siren-Like, Warped Music Begins)

Tock (slow, warped voice): Oh no.

(Warped Music Continues*)

Tock: Come on, come on! We have to get out of here
before Chroma wakes up.

(Warped Time is a Gift Music Plays)

Milo: Now there's no sense any place.
And it's all my fault.

(Warped Adventurous Music Plays)

Senses Taker: Names? I must have your names
before you can proceed.

Milo: Well uh, this is the Humbug.
Senses Taker: Humbug.

Milo: This is Tock.
Senses Taker: Tock.

Milo: And my name is Milo. Now can we go?

Senses Taker: Milo.
Ooh...I haven't had an "M" in ages.

Now then, if you'll just tell me:

when you were born; where you were born;
why you we born;

how old you are; how old you were then;
what grade you're in;

Your shoe size; shirt size;
collar size; hat size;

and the names and bank references of six people who can verify this information- then you can go.

Milo: What do you need all this for?
We're in a hurry.

Senses Taker: I'm the official Senses (*Census) Taker. I must have this information before I take your senses.

So now, if you will fill out in triplicate:

your height; your weight; how many ice cream cones you eat in a week; how many you don't eat in a week;

Senses Taker: how many you would like-
Milo: We can't waste the time. We've got to get to the

Milo: Castle in the Air!
(Thunder Roars)

Senses Taker: That does it! Now I'm going to take your sense of duty, your sense of precaution,

(Menancing Voice) and especially,
your sense of direction.

(Spinning Music Plays)

Tock: Milo! The bottle of laughter! Use this bottle
of laughter I got from Dr. Dischord.

He can't take away our sense of humor!

(Bottle Pops Open,
Laughing Begins in Car)

Senses Taker: (Gruffly) Stop That!

Senses Taker: (Laughs) Stop that, stop that at -
(Laughs) at- at once.

(Laughing Continues)

Senses Taker (Laughing): Stop...stop.
Woooo! Heee!

(Ominous, Adventurous Music Plays)

Terrible Trivium: Hello, little boy.

Milo (breathing heavily): Huh?

Terrible Trivium: Welcome to you, your faithful dog,
and that handsome gentleman.

I'm so terribly happy to see all of you.
But before you travel on,

I wonder if you could spare me a little time,
and assist me with a few trivial tasks.

Humbug: Why of course!
We're in no hurry.

Tock (whispering): Don't do it, Milo.

Milo: But Tock, we need all the friends we can get up here! Besides, it's only for a little while.

Terrible Trivium: Now young man, if you will take those exquisite tweezers,

and move this pile of sand from here to here.

Milo: With these?!

Terrible Trivium: Of course.

And you sir, have the privilege of taking this delicate needle and digging a hole through this cliff.

Humbug: Why, thank you, sir!
An exacting assignment, quite worthy of my talents.

I shall enjoy it to no end.

Tock (whispering): Don't be a fool, bug!
I think this bird is the Terrible Tri-

Terrible Trivium: And you sir, get to take this eyedropper,
and empty that well.

Milo: But these tasks don't seem very important.

Terrible Trivium: Of course they're not important.

If you always do the easy and useless jobs, you'll never have to worry about the important ones.

Humbug: Right.

Tock: Now I know who you are,
you're the Terrible Trivium!

Terrible Trivium: Quite correct.

The Terrible Trivium, demon of petty tasks and worthless jobs. Ogre of wasted effort.

Milo: Come on, Humbug! Let's get outta here!

Terrible Trivium: And friend to lazy
and foolish people everywhere.

(Tock Barks Loudly,
Terrible Trivium Boings Into Tree)

Tock: Run Milo, Run!

Intriguing Jazzy Music Plays

Terrible Trivium: Come back, come back!

There are so many things to take away,
and things to bring back.

Humbug: So many stamps to lick,
so many pencils to sharpen.

Terrible Trivium: There are so many holes to dig,

Humbug: So many nails to straighten,

Terrible Trivium: so many doodles to doodle.

Humbug: so many goofs to off.

Terrible Trivium: Come back!
There are so many useless things yet to do.

Humbug: There are strings to tie, nits to pick,
fingernails to bite, paperclips to unbend-

(Gasps) -Lives to save!

Demon of Insincerity: Run, run, he's still after us. This way, this way, hurry. I'm your friend. Up here, quickly!

I'll help ya! Good, good, straight ahead.
Hurry! You're doing great.

Tock: Yeow!

(Loud Crash on Ground)

Insincerity: Mwhahaha! Trapped ya, didn't I?

I'm the long-nosed, green-eyed, curly haired, wide-mouthed, bowlegged, big-footed monster.

And if I do say so myself, I'm one of the most dreaded fiends in the whole wide wilderness! Bwhahaha!

Humbug: It sounds like we're doomed.

Milo: "Sounds" is right.
If there's one thing I've learned around here,

it's that people aren't always what they say they are.

Insincerity: With awful hideous me here,
you wouldn't dare try to escape. Bwhahaha!

Why I'll tear anyone apart that tries to get out of there.

For I'm the long-nosed, green-eyed, curly-haired,
wide-mouthed, thick-necked, broad-shouldered,

roundbodied, short-armed, bowlegged, big-footed monster. One false move and I'll...(looks at Milo)

I"ll..I- I'll, I'll chew up the lot of ya. I'll rip ya to ribbons.
I'll turn ya to hamburger, I'll- I'll,

(Milo Taps Fingers and Whistles)
(Discouraged) Actually, I'm the Demon of Insincerity.

I don't mean what I say. I don't mean what I do.
I- I'm just mean, I guess.

Now you had to go and spoil everything!

(Insincerity Cries Loudly)

Humbug: Well, if he's typical of the monsters around here, we have nothing to worry about.

(Dramatic Music Plays)

Tock: It's the Gelatinous Giant!

Gelatinous Giant (Booming Voice): And what have we here? Aha! I see! Breakfast.

Milo: Wait! I have a better idea.

Gelatinous Giant: An Idea? Ahh.
If there is one thing I can't swallow, it's an idea.

Milo: Well, it just so happens that I have a bag full
of all the ideas in the world right here.

Gelatinous Giant: No. No, no, no! Don't open it!
Leave well enough alone.

Don't take chances.
Keep things as they are.

(Voice Slows Down/Fades While Melting)
Changes are so... frightening. No...new...ideas.

Milo: Tock, Humbug, look!

(Magical Music Plays)

Milo: The Castle in the Air.
At last, we've made it! We've made it!

Humbug: Yahaha! Vic-tory!
Haha! Victory at last.

Tock: We've done it!
Humbug: Perseverance Prevailed!

Milo: No problems, clear sailing!

(Monsters Growl in Background,
Dramatic Music Plays)

(Milo Screeches to a Halt)
(Demons Breathe Heavily)

Tock: The Demons of Ignorance.

Demons: Down with the enemies of ignorance!
There they are, get 'em!

Tock: There's a Horrible Hopping Hindsight.
And the Gorgons of Hate and Malice.

There's the Threadbare Excuse.

Humbug: (laughing nervously)
Wha- Wha- What are we going to do now?

Milo: Do? Why we're going to make a stand right here.

(Menacing Music Plays)

Humbug: I think jumping might be safer.

Milo: King Azaz and the Mathemagician said there's nothing I can't do if I use words and numbers right.

And I have a hunch if I use 'em together,
that I can do anything. Now, who's first?

Tock: There's the Hideous Two-Faced Hypocrite.

Milo: Two-Faced Hypocrite. Hmm, let's see.

V for victory over a Two-Faced Hypocrite.

Now, if you take away the two faces, that leaves V/(h).

(Bag Jingles)

Forthright. This should be the answer.

All we need is a 4.

(4 Stretches, Dramatic, Fast-Paced Music Plays)

(Loud Crash)

Humbug: Well done, my boy. Well done.
If there's one thing I can't abide, it's a hypocrite.

Tock: Milo, quick!
It's the Overbearing Know-it-all.

Overbearing Know-it-all: You should have stayed home
and minded your own business.

You'll never listen to your betters.
I tried to tell you, but oh no.

(Snarles). Heh-heh,
I'm always right about these things.

Milo: I think I know just the word for him. Humility.
This should do the job nicely.

(4 Stretches, Whizzing Noise)

Overbearing Know-it-all: i told you! I told you!

(Boom)

(Air Releases From Overbearing Know-it-all)

(Explosion)

Terrible Trivium: There are so many things to take away,
and things to bring back.

So many holes to dig, so many doodles to doodle,
so many useless things yet to do.

(Frightening, Fast-Paced Music Plays)

(Cannon Sounds)

Terrible Trivium: Oh no.

(Loud Bang)

(Daunting Music Plays)

(Thunder Roars, Dramatic Music Continues)

Tock: Run everybody, run!

(Dramatic Music Continues,
Demon(s) Growl)

(Zap from Tail)

(Tock Barks Loudly,
Dramatic Music Continues)

(Demon(s) Claw Slams On Ground)

(Bag Rustling)

(Demon(s) Growl)

(Weapon Whirring)

(Dramatic Music)

Demon(s): Nooo! Nooo!

Milo: Tock, Tock. Are you alright?
Please, say something Tock.

Please tick or something.

He's not ticking!
Oh Humbug, his main spring's broken.

He stopped ticking. You'll have to watch him now.
I've to get Rhyme and Reason.

Humbug: Hurry, Milo. Hurry!

(Fancy Music Plays)

Reason: Welcome, Milo, to the Castle in the Air.

Milo: But- but how do you know who I am?
And I mean, are you the princesses?

Reason: Yes, my dear.
This is my sister, the Princess of Sweet Rhyme.

And I am called the Princess of Pure Reason.

Rhyme: And as for knowing who you are,
why- we sent for you.

Milo: Se- Sent for me?

Rhyme: Yes. You see Milo, we had to find a boy
who was so bored

he would go anywhere and do almost anything to get away from it all. Only such a boy could rescue us.

Reason: But he also had to have courage. And curiosity.
And kindness. That's why we chose you.

Milo: But you don't know! I've made so many mistakes!
I've messed up the whole sky and I've-

Rhyme: Never feel badly about making mistakes.

Reason: Because often you'll learn more by being wrong for the right reasons-

Rhyme: than you do by being right
for the wrong reasons.

Milo: What about Tock? He's broken! Or dead, or rundown. Or whatever watchdogs do.

We've gotta help him!

Reason: We can help everyone now, Milo.

Milo: You mean now that King Azaz and the Mathemagician have agreed to disagree-

Rhyme: Yes, Milo. Now that you have helped them to understand how foolish they were to disagree at all.

Milo: But how can we get down?
The stairway is gone!

Rhyme: I think you mean, "whether" we can get down,
don't you, Milo?

Because, unless I'm mistaken,
here comes your old friend the Whether Man.

Whether Man: Well now, well now, well now, if it isn't the little boy who got lost trying to find his way.

Expect everything I always say, and the unexpected never happens. Eh, but never mind that.

What you really need now is a "how," isn't it?
And perhaps a- a "here" to go with it.

With a "here's how," you can do anything!

Oh, and it's also an excellent way of
getting from one place to another.

(Upbeat Music Plays)

Milo: Here's how.
(Floating. Magic Music Plays)

(Tock Begins Ticking)

(Tock's Alarm Sounds)

Milo: Tock, oh Tock! (Laughing) You're alright!

(Tock Licks Milo)

Humbug: Heh! Egad!
I'm gorgeous!

Whether Man: Come along, come along, come along!
We don't want to miss the great celebration!

(Tock's Alarm Sounds, Tock Turns it Off)
(Time is a Gift Plays Double Tempo In Background)

Tock: I really thought I busted my mainspring that time.
Are you alright, lad?

Milo: Oh yes! And look Tock. Rhyme and Reason are straightening out the mess I made of the sky.

(Dramatic Music Plays)

(Chroma Snoring Lightly)

Chroma: Oh. 5:23. Right on time.

(Dramatic Music Continues)

Choir Singing: Henceforth, and forthwith,
Let it be known by all men,

That Rhyme and Reason
reign once more!

Time is made the most of now!
(Tock Joins Choir): Even seconds count!

Time we save, we boast of now
As our savings mount.

(Shrift Joins Singing) Henceforth, and forthwith,
Let it be known by all...

Shrift: Everyone's innocent until proven guilty.
(Siren Begins)

Shrift: Innocent! Innocent! Innocent! Innocent! Innocent! Innocent! Innocent! (Shrift's voice fades)

Choir: Rhyme and Reason Reign Once More!
Dodecahedron: Rhyme and Reason Reign Once More!

Choir/Humbug: Herewith and Therewith,
Let everyone take note now,

(Whether Man Joins Singing with Humbug/Choir):
That sense and sanity prevail!*

Chroma: When we look, we see again.

KAD: Listen and we hear! (Horn Honks)
Melody flows free again, Dischords disappear.

Which/Choir: Herewith and Therewith,
Let it be known by all,

Bee: A-L-L. All!

Choir: Sense and sanity prevail!
Choir/Which: Sense and sanity prevail!

Choir: Henceforth and forthwith,
Let it be known by each man,

That Rhyme and Reason reign once more...
(Choir Fades)

Azaz: Numbers all add up again.
(Choir: Numbers all add up again.)

Mathemagician: Words are for the wise.
(Choir: Words are for the wise.)

Soldiers (in union): Hark! We're one with cup again!
Soldier Five: Cheers!

Azaz/Mathemagician: Reason's on the rise!

Cast/Choir: Henceforth and forthwith,
Let it be known by all...

Choir: Rhyme and Reason reign once more,
Sense and sanity prevail...

Choir: Rhyme and Reason reign once more
(Rhyme and Reason reign once more....)

(Music Concludes Dramatically)

(Traveling/Spinning Music)

(Crash)

(Spinning Music Plays)

(Tollbooth Horn Honks Loudly)

(Tollbooth Makes Bubbling Noises
As It Disappears)

(Mysterious Music Plays)

Ralph: Where are you Milo? Milo!

Milo: Ralph? Are you still there?!

Ralph: Where have you been for the last five minutes?

Milo: Where've I been the last five minutes?
Five minutes?! Ralph, are you crazy?

Ralph: Well I was waiting!
Milo: Just listen, can't ya understand, I've just come

Milo: back from the most wonderful place in the world.
And Ralph, guess what? I messed up a sunrise.

Ralph: That's silly! How do you mess up a sunrise?

Milo: Well somebody has to conduct it. How else would you get the reds and the oranges and the yellows?

Ralph? Are you listenin'?
Ralph, are you there?

Ralph: I can't talk to you now.
There's something funny in my bedroom.

Milo: Something funny in your bedroom?

Ralph: Yeah!
It's a big box.

Milo: A big box?

(Climatic Music Plays)

Milo: Oh boy.

Female Choir: Time is a gift, precious and rare,
take it and make of it all you can, use all you-

Male Choir: Eyes are a gift, given to you,
Given to give you the world to see-

Female Choir: Life is a gift, given to you,
Given to give you the time you need.

Choir: No hope is too high, Milo.

(Hopeful Music)

(Milo, Open Your Eyes
Music Begins)

Choir: No hope is too high, Milo.
No dream too big to dream.

You can climb a clould,
to a sunshine beat.

Polish up your silver spoon,
say the word and call the tune.

All the world's your great balloon,
Come and catch the moon...

Milo, open your eyes.

Look around you and see,
See how wonderful life can be...

Milo...
Milo...

1969 MGM Theme Plays