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Phantom Tollbooth, The (1970)

Children/Family Movie Collection.
(Disney/Pixar/Illumination/Dreamworks/Animated/etc)
Watch on Amazon   Disney Merch   Collectables

Children/Disney/Pixar Movie Collection.

Phantom Tollbooth, The (1970)

Post by bunniefuu »

[Bell ringing]

[Honking]

[Sirens]

[Honking]

[Voices]

[Voices overlapping]

william shakespeare's
sonnets...

now, let's get ready
for the spelling bee.

after the discovery
of america by columbus...

the fibonacci sequence...

be sure to carry
the three.

you weren't thinking...

the weather will be cloudy
with intermittent showers...

a 12-sided mathematical...

e=mc squared...

give me five words
that begin with "j"...

deoxyribonucleic acid...

judge pronounced
him guilty...

blabber down...

the sum of the squares...

[Bell rings]

[Voices fading]

♪ What's to become of milo?

♪ What will he
grow up to be ♪

♪ When 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 the 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 stars

♪ You could touch the sky,
milo ♪

♪ You could touch the sky

♪ 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 ♪

[Telephone rings]

♪ Milo

[Ring]

[Ring]

[Ring]

[Ring]

Hello, ralph.

Hi, milo.
Are you doing anything?

Nah...i'm not
doing anything.

What's there to do?

Nothing, I guess.

Nothing is fun anymore.

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 want to be
someplace else.

If only something
could happen sometime.

Yeah.

What's the use
in subtracting

Turnips from turnips

Or carrying a three

Or knowing how
to spell "february"?

Feb-ru-ary.

Yeah.

Everything's a drag.

And who wants to sit around
doing homework, anyway?

Everything
seems so impossible.

Everybody says it's such
a big, wonderful world.

How come it seems so...

Small and kind of empty?

There's no rhyme or--

Or reason to any of it.

[Thud]

Hey, ralph.
Did you hear something?

Hear something?

Well, I don't know.

It sounded
kind of like a bump

Or like something
heavy dropping.

Well...

I guess
it wasn't anything.

Nothing's
ever any--thing.

Hey, ralph.

There's something
funny in my bedroom.

Something funny
in your bedroom?

I'll be back
in a minute.

That's funny.
I don't think it's my birthday.

[Milo reading card]

well, milo,

you are now
the proud possessor

of one genuine
turnpike tollbooth.

Turnpike tollbooth?

for use by those
who have never traveled

in the land beyond.

Beyond?
Beyond what?

beyond your wildest
imagination, of course.

your genuine tollbooth kit

contains one
galvanized automobile.

[Beep beep]

[Sproing]

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.

I don't think
I have a destination.

rule number 8a...

all travelers
must have a destination.

no journey is valid
without a destination.

find one on your map, milo.

well? Well?

"Castle in the air."

Might as well go there
as anywhere.

Castle in the air.

the castle in the air,

by way of dictionopolis,

digitopolis,
and all points west.

Dictionopo--

Digitop--

How far is it?
Maybe I don't want--

well, milo,
make up your mind.

going or staying?

well?

I don't know if...

All right.
Going, I guess.

[Ding]

results are not guaranteed.

but if not
perfectly satisfied,

your wasted time
will be refunded.

please have
your fare ready.

[Ding]

Huh?

stop!

make up your mind!

you're holding up traffic.

Oh, well. It looks like
a dull afternoon anyway.

This is crazy.

Here I am, riding along
a road I've never seen,

Going to a place
I've never heard of.

I wonder where I am,
anyway.

[Dinging]

"You are on the road
to dictionopolis"?

"Beware of officer
short shrift"?

What a funny name.

[Siren]

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 of you.

How can I slow down?

I'm not even moving.

Oh, it's you, is it?

Might have known
it would be a boy.

Talking back
to an officer--

That's a misdemeanor.

Where were you
on the night of july 25th?

Hmm?

July 25th?

What's that
got to do with it?

Do with it?
It's my birthday!

That's what it's
got to do with it!

Boys are always forgetting
people's birthdays.

Well, I'm sorry.

You have committed
the following crimes...

Underceding the speed limit,
a misdemeanor.

But I wasn't
even moving.

Wasn't even
moving, eh?

Overstructing
traffic, a felony.

Look, you can't do this.

I wasn't doing anything.

Not doing anything...

I think you'll admit,
at your age,

That's a crime.
Now, then,

Would you like a long
sentence

Or short sentence?

Well...
I suppose a short one...

If I have a choice.

How about "I am"?

It's the shortest
sentence I know.

It's very kind of you

To give me
such a short sentence.

And just when would you
like to go to prison

And start serving it?

S-s-serving?

Well, i, uh...

I suppose
I really can't

Until I get back
from dictionopolis

And the castle
in the air.

[Thunder]

The what in the what?

Why,
the castle in the air.

[Thunder]

Boys are guilty
of everything.

Guilty, guilty, guilty,
guilty, guilty, guilty.

"Welcome to expectations."

Expectations?

Boy,
they sure have a way

Of naming places
around here.

"Information,
predictions, and advice

Cheerfully offered."

Well, that's one thing
I could certainly use

Is a little information.

"Park here and blow horn."

All right.

[Honking]

My, my, my, my, my.

Welcome, welcome, welcome
to the land of expectations

And to the land
of expectations.

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 weather man.

How do you do, sir?
I wonder...

Could you tell me
the right road to...

A dictionopolis...

Or someplace?

Dictionopolis?

Well, now. Well, now.
Well, now.

I don't know of anywrongroad
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 will rain?

But I thought you said
youwere the weather man.

Oh, no, no, no, no,
no, no, no, no, no.

I'm thewhether 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?

What kind of place is...

I mean, what kind of place
is expectations?

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.

My job is to hurry
them along anyway.

I'd better hurry
you along, too.

Thank you.
Thank you.

But...but I really think
I can find my own way.

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 findmyway,

Please return it.

You did say
it was going to rain,

Didn't you?!

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.

[Yawn]

What a nice sleepy day.

Maybe that old tollbooth
had something after all.

Nobody to tell me
what to do...

No decisions to make...

Nothing to think about...

And nothing to care about...

Nothing...

Miles and miles and miles
of nothing.

Nothing...
Just nothing.

[Yawn]

I wonder where I am.

[Deep, sleepy voice]
you're in doldrums.

The what drums?

[Echoing] welcome...
To...the...doldrums.

[Snoring]

Allow me to introduce...

[Yawn]

Ourselves.

We are the lethargarians.

[Snoring]

[Milo]
I'm very pleased to meet you.

Could you help me,
please?

I think I'm lost.

All: think?!

Don't say that!

It's against the law
to think in the doldrums.

[Snoring]

But that's ridiculous.

Everybody thinks.

We don't.

And most of the time,
you don't.

And that's
why you're here.

You weren't thinking.

[Snoring]

And you weren't
paying attention, either.

Now, people who don't
pay attention

Often get stuck
in the doldrums.

[Snoring]

Ha ha ha!
That's silly.

Ha ha ha!

Stop that at once!

Laughing is
against the law.

And smiling
is permitted

Only on
alternate thursdays.

But if you can't laugh
or think,

Whatcanyou do
in the doldrums?

Uh, do?

Why,
you can do anything...

♪ As long as
it's nothing ♪

[Yawn]

♪ Everything

♪ As long
as it isn't anything ♪

♪ So...

♪ Don't say there's
nothing to do in the doldrums ♪

♪ Don't say
we diddle away the days ♪

We don't?
No.

♪ We dawdle a bit

♪ And then...

♪ Yeah, and then we...

♪ We loiter a while

♪ And dawdle again

Ppsshhhh...

♪ We gather our strength

♪ To start anew

♪ On all of
the loafing and lounging ♪

♪ We still have left to do

♪ So, don't say
there's nothing to do ♪

♪ In the doldrums

♪ It's just...
Not...true ♪

[Snoring]

I can see you lead
a rich and productive life.

♪ Don't say there's nothing
to do in the doldrums ♪

♪ I'm ready to diddle away
the days, I am ♪

♪ I dawdle a bit

[Cackling]

♪ Dawdle a bit

♪ I loiter a while

♪ Loiter a while

♪ And dawdle again

♪ And then we dawdle again

♪ I gather my strength

♪ To start anew

♪ To start anew

♪ On all of
the loafing and lounging ♪

♪ I still have left to do

♪ So...

♪ Don't say there's nothing
to do in the doldrums ♪

♪ It's just...

[Yawning]

♪ Not...true

[Snoring]

[Dog barking]

It's the terrible watchdog!

Run! Run, everybody!

The terrible
watchdog!

Run for your lives!

Help!

Aah!
Aah!

Terrible watchdog?

[Barking]

[Barking]

[Splat]

Here, what's this?

What are you
doing here?

[Yawn]

Just k*lling time.

k*lling time?!

[Ringing]

Look, son.

It's bad enough
wasting time

Without k*lling it.

Come on,
get hold of yourself.

You can't spend
the rest of your life

In the doldrums.

How did you get here
anyway?

Oh, it was easy.

I guess I just
wasn't thinking.

Ha! Precisely.

You got here
by not thinking,

And now you've got
to think your way out.

Go away.

I was asleep.

[Alarm rings]

Besides, it's against
the law to think.

You've got to get out
of here.

I know you haven't had
much practice,

But you've got
to start thinking.

Too much work to think.

I'd rather not do...

[Yawn]

Anything.

And lethargarians
don't want you

To do anything,
even eating or breathing.

Breathing?

But I've always breathed.

I can't stop now.

Then get started thinking.

Think, boy, think!

What do I
think about?

Think of birds that swim
and fish that fly.

Uh...let's see...

Birds that swim...

[Ding]

And fish that fly...

[Ding]

Words that begin
with "j."

It's working.
It's working.

Keep thinking!

Dinosaur insteps!
Potato ice cream!

Uh...potato insteps
and dinosaur ice cream.

Faster, boy, faster!
Deoxyribonucleic acid!

Deossy-rye-banana
clunk-castle!

Albert einstein!
E=mc squared!

Albert einstein!
E=mc squared!

William shakespeare!

Anthony trollope!
Isaac newton!

Faster, boy!
Faster! Roger bacon!

John stuart mill!

[Ringing]

February,
f-e-b-r-u-a-r-y!

15 Times 86
equals 1,290,

And carry the 3!

[Ringing]

Whew! For a minute,
I was afraid

I'd snapped
my mainspring.

You must excuse
my gruff conduct.

But, you see,
it's traditional

For watchdogs
to be ferocious.

I thought
you were just great,

But are you sure
it's all right

To leave
those lethargarians

Back there alone?

Oh, I don't just
watch lethargarians.

I watch boys, too.

And right now, I'd say
you needed a watchdog,

And anyway, I just
love automobile rides!

I'm very pleased
to have you along.

My name is milo.

Milo--that's a strange
name for a boy.

My name is tock.

Well, isn't
that kind of

A strange name
for a dog?

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

Actually,
my name is tick tock.

My friends
call me tock.

May I call you tock?

It's about time
I had a friend.

It's about time?

Time? But time
isyour friend!

"Time marches on."

"Time and tide
wait for no man."

♪ Time, time

♪ Time, time

♪ Time is a gift,
fleeting and swift ♪

♪ Ticking and tocking
itself away ♪

♪ Itself away,
I'm 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 is a gift,
fleeting and swift ♪

♪ Ticking and tocking
itself away, itself away ♪

♪ Time to
save it every day ♪

♪ 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

♪ Analyze

♪ Contemplate

♪ 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 ♪

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

Golly!
I've never seen

Such a beautiful
country, tock.

What country is it?

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]

And beyond
those mountains, milo,

Is our only chance.

The c-a-s-t-l-e

In the a-i-r.

That's
where I'm going.

The castle
in the air.

[Thunder]

Don't say that
again, milo.

It makes
the demons very angry.

At least there's one sane
and intelligent man

Left in this country.

Chroma the great.

That's one of
his best rainbows.

Hey! There goes
the whether man!

Have you found
my way yet?

I hope it isn't
mildewed.

Come on, milo,
let's go.

We're wasting ti--

I know. I know.
We're wasting time.

Stop!

What's that?

Hmm. Unless I'm
very much mistaken,

You just missed
running into the abode

Of kakofonous
a. Dischord.

Ah! h* h* h*!

[Honk]

Beautiful, isn't it?

[Honk]

But...

♪ Of all the beautiful
things in life ♪

♪ That nature has provided

[Honk]

♪ A daffodil

♪ A buttercup

♪ A bird

♪♪

♪ Hmm hmm hmm

h* h* h*!

♪ The loveliest things
of all to me ♪

♪ I long ago decided

♪ Cannot be seen

♪ They only
can be heard ♪

♪ Bang!

[Crash]

♪ Clang! Boom!

♪ Noise, noise,
beautiful noise ♪

♪ Wonderful, deafening,
ear-splitting noise ♪

♪ Whistles and squeaks

♪ Screeches galore

♪ Jingles and jangles

♪ Oh, how I adore

♪ All that noise, noise

♪ Marvelous noise

♪ Horrible, hideous,
awful, insidious ♪

♪ Noise, noise, noise

[Crash]

[Crash]

You don't look
well, my boy.

Here, let's
have a look.

[Honk honk]

Just as I suspected.

You are suffering

From a severe
lack of noise.

Now, this will
fix you right up.

Honking horns,
screeching trains,

Bells, shouts,
shrieks,

Gurgling drains,

And all the rest

Of those wonderfully
unpleasant sounds

We use so much of
today.

[Clanging]

Now, here, drink this

And you'll never
have to hear

A pleasant
sound again.

No! No, thank you.

I don't want to be cured
of pleasant sounds.

Well, now,
that's very unusual.

However,
nothing lost.

I'll just give it
to the awful dynne.

The awful dynne?

[Clanging]

[Rumbling]

Ha ha ha!

Ha ha ha!

Ah, that was
good, master.

This is my assistant,
the awful dynne.

Gee! I don't think
I've ever met

An awful dynne before.

What? Never met
an awful dynne before?

You must be
mistaken.

And when you're playing
in your room

Making a lot of noise,

What do they
tell you to stop?

Why, the--the awful dynne.

And when the street
is being repaired

With about 50 jackhammers
going all day,

What does everybody
complain of?

The awful dynne.

Right. And now
my valued assistant

Will show you
various examples

From my collection

Of rare, exotic,
and seldom heard noises.

[Honk]
din?

Ha ha ha ha ha!

♪ Did you...

♪ 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 souffle?

Ha ha ha!

Ah, yes. Noise is very
fashionable today.

I can hardly
fill the orders

For noise pills,
racket lotion,

Clamor salve,
and hubbub tonic.

Years ago,

Why, everyone wanted
pleasant sounds,

But today,
all they want is...

♪ Bash! Bing!

♪ Bang! Boom!

♪ Pow! Clunk!
Ding! Dunk! ♪

♪ Noise, noise,
nerve-jangling noise ♪

♪ Battering,
chattering, shattering noise ♪

♪ Gurgles and screams

♪ All of that stuff

♪ Tickle my eardrums

♪ I can't get enough
of that noise, noise ♪

♪ Marvelous noise

♪ Horrible, hideous

♪ Awful, insidious

♪ Noise, noise

♪ Noise

[Ding dong]

[Crash]

Looks like a beautiful
crop, doesn't it, milo?

I've never seen
fatter ws,

And those as
look delicious.

Are those letters
growing on those trees?

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

No. It's just that
I've never seen letters

Growing on trees, either.

[Milo] ♪ take a minute
to concentrate ♪

♪ Analyze

♪ Analyze

♪ Contemplate

♪ 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 ♪

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

Greetings.
Salutations.

Welcome.
Good afternoon.

Hi.

Why, thank you,
and hi.

By order of azaz,
the unabridged...

King of dictionopolis...

Monarch of letters...

Emperor of phrases,
sentences,

And miscellaneous
figures of speech...

We offer you
the hospitality

Of our kingdom.

Country.
State.

Commonwealth.
Palatinate.

Royal banquet...
Tonight...

In your honor.
7:00 Sharp.

Be there.

Good-bye.
adieu.

arrivederci.
so long.

ciao.

[Milo] bye.

I never knew

Words could be
so confusing.

Only confusing, milo,

When you use a lot
to say a little.

Tough phrases.

Hot phrases.

Step right up,
ladies and gentlemen.

Get your fresh-picked
ifs, ands, and buts,

Right off the farm.

Nice what, wheres,
whiches, whens, and whos...

Get your half-baked
ideas here.

Half-baked ideas here.

Meaty words here.

Poetic words.
Sublime words.

Fancy, best-quality
words right here.

How about you,
young man?

How about a nice bag
full of pronouns?

Maybe you'd like
our special assortment

Of adjectives.

Boy, wait till ralph
hears me use these.

How much are
these, sir?

Were you thinking
of using all of them

In the same
sentence?

Why, y--
yes, sir.

Well,
I'll tell you what.

Why don't you
just take a bagful

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 good-bye!

Os by the pound!

Vowels
by the pound!

Step right up,
ladies and gentlemen.

Do it yourself.
Make up your own words.

Be creative. Have fun.

Start a language.

That looks pretty
difficult, tock.

I'm not much good
at making up words.

Perhaps I can be
of assistance.

Look out!

A-s-s-i-s-t-a-n-c-e.

Tock, look out!

It's all right, milo.

It's just
a spelling 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 you

My intentions
are peaceful,

♪ P-e-a-c-e-f-u-l

And you don't sting?

Sting?

Ha ha ha ha.

Oh, icansting,
but I don't.

However, I can
spell anything,

A-n-y-t-h-i-n-g.

Anything?

Any word that has
ever been written

In any language,
anywhere.

Balderdash!

Let me repeat.

Balderdash.

Balderdash?
Why, you--

Oh, come now.
Don't be ill-mannered.

Isn't someone
going to introduce me

To this little boy?

Fine manly little fellow.

This is the humbug,

H-u-m-b-u-g.

A very dislikable
fellow.

Nonsense.

Everyone loves
a humbug.

Oh! Ha ha ha!

Ahem.

Insectious humbugious,
if I may use the latin.

insectious humbugious?

Why, you fraud!

You can't even
spell your own name.

A slavish concern

For the composition
of words

Is the sign
of a bankrupt intellect.

Begone, odious wasp!

You smell
of decayed syllables.

Odious wasp?

How dare you!

En garde!

E-n g-a-r-d-e!

[Buzz]

Yike!

Back! Back!

Back, I say!

Didactic drone!

Verbose vermin!

Aah! Back!

Parsimonious
word miser!

Overbearing dragonfly!

Touche!

Touche!

T-o-u-c-h-e!

Yow!

[Crash]

[Buzz]

Guilty, guilty, guilty,
guilty, guilty, guilty!

I've never seen
anyone so guilty!

Uh-oh!

Guilty,
guilty, guilty!

Just as
I thought.

You again!

Guilty
of sowing confusion,

Upsetting
the alphabet cart--

Applecart.

Correcting
an officer,

Wreaking havoc,
mincing words...

[Ringing]

And having a dog

With an unauthorized
alarm.

[Woof woof]

And ill*gal barking.

I sentence you both

To six million years
in prison.

Six million years?

But--but only a judge
can sentence you!

Good point!

I sentence you both

To six million years
in prison.

Come on, I'll take you
to the dungeon.

But--but you can't!

I mean, only a jailer
can put you in prison.

Good point!

I am also the jailer.

Come on, come on!

Keep your chin up,
my boy.

Maybe they'll take
a million years off

For good behavior.

Be, b-e,
of good hope,

H-o-p-e, hope.

You'll find it quite
pleasant down here.

Isn't it
a little dark?

Of course it's dark.
Dungeons are always dark.

If they weren't dark,

They wouldn't be
so unpleasant.

But you said it would be
pleasant down here.

Which--

Precisely! Witch.

You can always
chat with the witch

If you get lonely.

This is it.

All the comforts
of home.

[Clang]

See you in six million years!

Oh, there you are!

How do you do?

Hello.

Come in,
come in, come in.

You'd better be
very careful, ma'am.

There's a witch
around here somewhere.

Well,
of course there is.

I am she.

Faintly macabre,
the not-so-wicked which.

There. You see?

"Official which.
Kingdom of wisdom."

Oh, a which,
like the whether man.

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.

What does a which do?

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--

Rhyme and reason?

Yes, milo,
when the two kings

Had their
terrible quarrel.

When king azaz insisted

That words were far
more important than numbers...

And hence, his kingdom
was truly the greater,

And when
the mathemagician claimed

That numbers were
much more important than words,

And therefore,
hiskingdom was supreme...

Why, then, naturally,

They asked the princess
of sweet rhyme

And the princess
of pure reason

To settle the question.

And what did they decide?

What is the most important--

Words or numbers?

The princesses decided
that words and numbers

Are of equal value.

[Tock] in the cloak
of knowledge,

One is the warp,

And the other
is the woof.

But you see, milo,

This decision
infuriated the two kings,

And they banished
the princesses

To the castle
in the air.

And I was thrown
into this dungeon.

That's why people don't
seem to care anymore

Which words they use,

As long as they
use lots of them.

And that's why there's
no rhyme or reason around here

And everybody thinks
he'sso good.

Hey! Maybe we
can rescue them

And rescue you, too,
mrs. Faintly...

In about
six million years.

Oh, there you are!

Where have you been?

Been looking all over
for you.

The royal banquet
is about to begin.

Soup's on.

I still have to serve
my sentence

Of six million years
in prison.

No time
for sentences.

No time
for words.

The condemned boy
ate a hearty meal.

Prisons are
for the birds.

Jailbirds.

Mustn't keep
azaz waiting.

Kings get
hungry, too.

Royal banquet's
just beginning.

Just in time
for royal stew.

Chow.

Good-bye, mrs. Macabre.

Don't worry. I'll find
a way to rescue you.

Bye, faintly.

We'll be back.

[Trumpet fanfare]

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...

King azaz the unabridged.

If you please, sir...

[Grumble]

Your majesty--
my name is milo.

And this is tock,
my watchdog.

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

Aah!

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.

I'm sorry,
your kingship, sir.

After all, me boy...

♪ 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 them,
you can write them ♪

♪ You can sing them
and recite them ♪

♪ Underline them

♪ Misdefine them

♪ They're amazing

♪ Words, in a word,
are fantastic ♪

♪ You can hint them,
you can say them ♪

♪ You can print them,
you can pray them ♪

♪ Emphasize them

♪ And despise them

♪ They're fantastic

♪ String them into sentences

♪ And thoughts profound

♪ Will abound

♪ In a symphony
of spoken sound ♪

♪ Truth is found

♪ Beauty crowned,
in other words ♪

♪ Words, in a word,
are delicious ♪

♪ You can taste them,
you can treat them ♪

♪ You can waste them

♪ You can eat them
and digest them ♪

♪ I suggest them

♪ They're delicious

♪ Words

Speeches.
Speeches.

Time for speeches.

Y-you, me boy,
as our guest,

May speak first.

Ahem!

Your majesty,
ladies and gentlemen,

I would like to take
this opportunity--

Enough. Next.

Soup bones, dog biscuits,
porterhouse steak,

Carpet slippers.

Roast turkey,
mashed potatoes,

Vanilla ice cream.

Veal cutlet parmesan.

Eggplant florentine.

Eggs goldenrod.

Jones sausage brioche.

pate de foie gras,
soupe a l'oignon,

faisan sous cloche,
salade endive,

fromage et fruit
et demi-tasse.

But that's my speech.

I didn't know I was
going to have to eat my words.

Now, of course you do.

That's what
we're all doing. Mmm.

You should have made
a tastier speech.

[Burp]

I seem to have a touch
of indigestion.

Perhaps you've eaten
too much too quickly.

To 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.

But wouldn't that be
just as bad?

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.

I don't know which side
of anything to look at.

Everything
is so confusing,

And all your words
only make things worse.

How true.

Words seem to have
lost their meaning.

But there must be something
you can do about it.

Couldn't you pass a law
or something?

We have almost
as many laws

As we have words,

But the laws don't make
any sense either.

Perhaps you might allow--

I mean...

Because you are a wise and
righteous and just king,

You might allow...
Rhyme and reason to return?

How nice
that would be.

No!

No, never!

Not while that stubborn
brother of mine...

Things always did
go very well

When they were here.

I won't allow it!

Why not?

Why not?

Why not, indeed!

Yes...why not?

My boy,
I cannot tell you

How it would solve
all our problems

If you could bring back
rhyme and reason.

"Odious wasp," eh?

"Didactic drone."
Ha!

"Parsimonious word miser,"
is it?

Perhaps someone else
among my faithful court

Would volunteer to join
this brave boy

In his efforts to rescue
rhyme and reason.

No volunteers.

[Snoring]

"insectious humbugious,"
eh?

We'll see.

Wonderful...

A volunteer!
Congratulations.

That's great.

With the humbug's help,
I know we can do it.

Good-bye, 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.

Good-bye.

Good-bye.
Good-bye.

And thank you.
Good-bye.

Good-bye.

Aaaahoohhhh!

[Milo]
wow, what a mess!

How will we ever
get through that?

It is of no use, me lad.

The wall
is absolutely impenetrable.

However,
your heroic effort

Shall not
be unrewarded.

Our eternal gratitude
will be yours.

Shall we start back?

Now, look here,
mr. Humbug,

If you think
for one minute--

I say, young man,

What seems to be
your problem?

Who are you?

My angles are many,
my sides are not few.

I'm the dodecahedron.
Who are you?

What's a dodecahedron?

As I remember it,

It's a 12-sided
mathematical shape.

See for yourself.

I usually use
one at a time.

Saves wear and tear.

By the way, what
was your problem?

We have to get to digitopolis
to ask the mathema--

The only way
to get there

Is through
the numbers mine.

Numbers mine?

But we can't
get through there.

The entrance
is blocked tight.

Milo, you remember

How you got us out
of the doldrums?

Yeah! Maybe we can
think our way through.

Can you remember
any mathematics?

Let's see.

Things that are equal
to the same thing

Are equal to each other.

[Cracking]

0, 1, 1, 2, 3, 5,

8, 13,

Is known as the...

Fibonacci series.

Vectors have
both magnitude

And directions.

Scalars
have only magnitude.

We did it! We did it!

Yes. Yes, we handled that
brilliantly, my boy.

'Tis a good thing

We knew
the fibonacci series, eh?

Heh heh. Heh heh heh heh.

Yes, indeed.

Golly! And I used to think

That numbers weren't
important or valuable.

Not important?!

Not valuable?!

It's--it's
the mathemagician.

By the 4,827,659

Hairs on my head,

I'll tell you
what's important!

♪ 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


♪ So you see

Numbers are the... ♪

♪ 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 thought,
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 ♪

♪ But it's amazing
what a digit or 2 can do ♪

♪ Why anything
you cannot figure out ♪

♪ They figure out for you

♪ And when troubles mount

♪ And they become
too much to bear ♪

♪ Never fear

♪ Just divide them...

And divide them
and divide them

And divide them
and divide them

And divide them
and divide them...

Until
they disappear.

♪ Nothing counts like numbers,
numbers ♪

♪ Numbers, wonderful numbers

♪ Those dewey decimal
dearies ♪

♪ Square root
and mixed in a 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

Welcome
to my workshop.

Very impressive,
your majesty.

But could you
show us

The biggest number
there is?

That will
give him something

To figure out.

Very well, sir humbug.

What's the biggest
number you you can think of?

9,999,999,000,999...

And...

9/10.

Very good.
Now add 1 to it.

Add 1?

Now add 1 to that.
Add 1 again.

Add 1 again.

Add 1 again and 1 again.

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

Never.

For the number
you hope for is always

At least 1 more
than the one you had.

And that's so large

That if you started
saying it yesterday,

You wouldn't finish
'til tomorrow.

I hope that's clear.

Nothing's
very clear to me,

Here or
in dictionopolis.

Right!
It's all the fault

Of that wretched
brother of mine--king azaz!

Ever since
the little princesses left,

Nothing makes sense...

And it's all his fault!

Ahem!

If you please, sir,

We'd like to rescue
rhyme and reason.

Rescue rhyme and reason?!

Rescue rhyme and reason?

What a wonderful idea!

Wait! Has azaz
agreed to it?

Yes, sir,
he has.

Then I don't.

We've never agreed
on anything and we never will.

And if I can prove
otherwise,

Can we have permission
to go?

Of course.
Of course.

Very well, then.

Now, if azaz agrees
with something,

Then you disagree.
Correct?

Correct.

And anything azaz
disagrees with,

You agree.
Is that correct?

Correct.

Then each of you
agrees

That he will disagree
with the other. Right?

Right.

Then you admit that
you do agree with azaz

About something.

You agree
about disagreeing.

I've been tricked!

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.

Thank you.

Good-bye
and good luck.

Good-bye.

Good-bye.

Good-bye!

Tock, look.
Is that a demon?

Quick,
let's go back.

No, no, no.

That's the man
I told you about.

That's chroma the great,

The one sane man left
in this country.

You mean the one
who conducts rainbows

And sunrises and sunsets
and things?

Right. We're lucky.

It looks like he's ready
to conduct today's sunset.

Watch.

That was a very
beautiful sunset, sir.

Why, thank you, son.

I've only been
practicing

Since the world
began.

Sometime I'll get it
just right.

I thought
it was perfect.

You ought to see

My lightning
and fireworks.

[Yawns]

Well, good night,
my boy.

Don't forget
to wake me at 5:23

For the sunrise.

Oh, I really, really
must get some sleep.

Milo. Milo. Come on.
We're wasting time.

I can't.

I have to wake chroma
for the sunrise.

Why don't you
conduct the sunrise

Yourself, milo?

Save us a lot of time,

And you won't have to
disturb chroma at all.

Hey, that's
a great idea.

I'll do it.

Why, you fool!

What did you tell him
to do that for?

Do you know what
trouble he can--

[Tapping]

No, milo. No.

Oh, no.

Come on. Come on.

We have to
get out of here

Before chroma
wakes up.

Now there's
no sense anyplace,

And it's all my fault.

Names. I must
have your names

Before you can
proceed.

Uh, this is
the humbug.

This is tock,

And my name
is milo.

Now can we go?

Oh, 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 were 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.

What do you need
all this for?

We're in a hurry.

I'm the official
senses 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.

We can't waste the time.

We've got to get to
the castle in the air.

[Thunder]

That does it!

Now I'm going to take
your sense of duty,

Your sense of proportion,

And especially
your sense of direction!

Milo, the bottle
of laughter.

Use this bottle of laughter

I got from dr. Dischord.

He can't take away
our sense of humor.

[Laughing]

Stop that!
Hee hee hee!

Stop that!

Stop that at...
At once.

Stop.

Stop.

Hello, little boy.

Huh?

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

To assist me with
a few trivial tasks.

Why, of course.
We're in no hurry.

Don't do it, milo.

But, tock, we need all
the friends we can get up here.

Besides, it's only
for a little while.

Now, young man,

If you'll just take
those exquisite tweezers

And move
this pile of sand

From here to here.

With these?

Of course.

And you, sir,
have the privilege

Of taking
this delicate needle

And digging a hole
through this cliff.

Why, thank you, sir.

An exacting
assignment,

Quite worthy of my talents.

I shall enjoy it no end.

Don't be a fool, bug.

I think this bird
is the terrible--

And you, sir get to take
this eyedropper

And empty that well.

But these tasks don't
seem very important.

Of course
they're not important.

If you'll always do the
easy and useless jobs,

You'll
never have to worry

About
the important ones.

Right.

Now I know who you are.

You're the terrible trivium.

Quite correct.

The terrible trivium--
demon of petty tasks

And worthless jobs,
ogre of wasted effort.

Come on, humbug.
Let's get out of here.

And friend to lazy
and foolish people everywhere.

[Barking]

Run, milo! Run!

Come back.
Come back.

There are so many
things to take away

And things
to bring back.

So many stamps to lick,

So many pencils
to sharpen.

There are so many
holes to dig.

So many nails
to straighten.

So many doodles
to doodle.

So many goofs
to off.

Come back.

There are so many
useless things yet to do.

There are strings
to tie,

Nits to pick,

Fingernails to bite,
paper clips to unbend--

[Gasp]

Lives to save!

Run. Run. He's
still after you.

This way.
This way. Hurry!

I'm your friend.
Up here, quickly.

I'll help you.

Good. Good.
Straight ahead.

Hurry!
You're doing great.

Yeow!

[Thud]

Wha ha ha ha!
I trapped you, 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!

Ha ha ha ha!

It sounds like
we're doomed.

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.

With awful, hideous me here,

You wouldn't dare
try to escape.

Wha ha ha ha!
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,

Round-bodied,
short-armed, bowlegged,

Big-footed monster!

One false move
and I'll...

I'll--i'll chew up
the lot of you.

I'll--i'll rip you to ribbons.

[Whistling]

I'll shred you to...
To hamburger.

I'll...i'll...

Actually, I'm the demon
of insincerity.

I don't mean what I say.
I don't mean what I do.

I'm just mean,
I guess.

Now you have to
go and spoil everything.

[Sobbing]

If he's typical

Of the monsters
around here,

We have nothing
to worry about.

It's the gelatinous
giant.

And what
have we here?

Aha! I see.

Breakfast.

[Milo]
wait. I have a better idea.

An idea? [Groans]

If there's one thing
I can't swallow,

It's an idea.

Well, it just so happens

That I have a bagful

Of all the ideas
in the world right here.

No. No, no, no.
Don't open it.

Leave well enough
alone.

Don't take chances.

Keep things
as they are.

Changes are
so frightening.

No...new...
Ideas...

Tock, humbug, look!

The castle
in the air!

At last
we've made it!

Oh, victory!
Ah ha ha!

Victory at last!

We've done it!

Perseverance
prevails.

No problems.
Clear sailing.

[Gulp]
the demons of ignorance.

Down with the enemies
of ignorance!

There they are!
Get 'em!

There's the horrible
hopping hindsight

And the gorgons
of hate and malice.

There's
the threadbare excuse.

Wh-wh-what are we
going to do now?

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

I think jumping
might be safer.

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 them together,

Then I can do anything.

Now, who's first?

There's the hideous
two-faced hypocrite.

Two-faced hypocrite.
Hmm, let's see.

V for victory over
two-faced hypocrite.

Now, if you take away
the two faces,

That leaves v over [h].

Forthright.

This should be the answer.

All we need is a 4.

Well done, me boy.
Well done.

If there's one thing
I can't abide,

It's a hypocrite.

Milo, quick.

It's the overbearing
know-it-all.

You should have stayed home
and minded you own business.

You never listen
to your betters.

I tried to tell you,
but, oh, no.

I'm always right
about these things.

I think I know
just the word for him.

Humility.

This should
do the job nicely.

I told you,
I told you--

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.

Uh-oh.

Run, everybody! Run!

[Barking]

Tock, tock,
are you all right?

Please say
something, tock.

Please tick or something.

He's not ticking.

Oh, humbug.

His mainspring's
broken.

He's stopped ticking.

You'll have to
watch him now.

I've got to get
rhyme and reason.

Hurry, milo, hurry.

Welcome, milo,

To the castle
in the air.

But how do you
know who I am?

Are you
the princesses?

Yes, my dear.

This is my sister,

The princess
of sweet rhyme,

And I am called

The princess
of pure reason.

And as for knowing
who you are,

Why, we sent
for you.

Sent for me?

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.

But he also had to
have courage and curiosity

And kindness.

That's why we chose you.

But you don't know.

I've made
so many mistakes.

I've messed up
the whole sky, and i--

Never feel badly
about making mistakes,

Because often
you learn more

By being wrong
for right reasons...

Than by being right
for the wrong reasons.

What about tock?

He's broken...
Or dead or run down

Or whatever
watchdogs do.

We've got to
help him.

We can help everyone
now, milo.

You mean now that king azaz
and the mathemagician

Have agreed to disagree?

Yes, milo.

Now that you've
helped them understand

How foolish they were
to disagree at all.

But how
can we get down?

The stairway is gone.

We think you mean
whetherwe can get down,

Don't you, milo?

Because unless
I'm mistaken,

Here comes your old
friend the 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.

But never mind that.

What you really need now
is a "how," isn't it?

And perhaps 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.

Here's how.

[Ticking]

[Ringing]

Oh, tock...
Heh heh...

You're all right.

Egad, I'm gorgeous.

Come along. Come along.
Come along.

We don't want to miss
the great celebration.

[Ringing]

Whew!

I really thought
I'd busted my mainspring.

Are you all right, lad?

Oh, yes.

And look, tock,

Rhyme and reason
are straightening out

The mess
I made of the sky.

Ah, 5:23,
right on time.

♪ Henceforth and forthwith

♪ Let it be known
by all men ♪

♪ That rhyme and reason
reign once more ♪

♪ Time is made
the most of now ♪

♪ Even seconds count

♪ Time, we say,
we boast of now ♪

♪ As our savings mount

♪ Henceforth and forthwith

♪ Let it be known by all

Everyone's innocent
until proven guilty.

Innocent. Innocent.

Innocent, innocent,
innocent, innocent, innocent.

♪ Rhyme and reason
reign once more ♪

♪ Rhyme and reason
reign once more ♪

♪ Herewith and therewith

♪ Let everyone
take note now ♪

♪ That sense and sanity
prevail ♪

♪ When we look,
we see again ♪

♪ Bliss and happy tears

♪ Melodies float free again,
dischords disappear ♪

♪ Herewith and therewith,
let it be known by all ♪

A-l-l.

All.

♪ Sense and sanity prevail

♪ Sense and sanity prevail

♪ Henceforth and forthwith

♪ Let it be known
by each man ♪

♪ That rhyme and reason
reign once more ♪

♪ Numbers all
add up again ♪

♪ Words are
for the wise ♪

♪ Up, everyone,
with cup again ♪

♪ Reason's on the rise

♪ Henceforth and forthwith

♪ Let it be known by all

♪ Rhyme and reason
reign once more ♪

♪ Sense and sanity prevail

♪ Rhyme and reason
reign once more ♪

♪ Rhyme and reason
reign once more ♪

[Ah-ooh-ga]

[Ah-ooh-ga]

Where are you,
milo? Milo?

Ralph, are you
still there?

Where have you been
for the last five minutes?

Where have I been
the last five minutes?

Five minutes?
Ralph, are you crazy?

Listen, listen.
Can't you understand?

I've just come back

From the most wonderful
place in the world.

And, ralph, guess what.

I messed up a sunrise.

That's silly.

How do you
mess up a sunrise?

Somebody
has to conduct it.

How else would you
get the reds

And the oranges
and the yellows?

Ralph,
are you listening?

Ralph, are you there?

I can't talk
to you now.

Something funny's
in my bedroom.

Something funny
in your bedroom?

Yeah. It's a big box.

A big box?

Oh, boy.

♪ Time is a gift,
precious and rare ♪

♪ Take it and make of it
all you can ♪

♪ Eyes are a gift,
given to you ♪

♪ Given to give you
the world to see ♪

♪ Life is a gift,
given to you ♪

♪ Given to give you
the time you need ♪

♪ No hope
is too high, milo ♪

♪ No hope is too high, milo

♪ No dream too big to dream

♪ You can climb a cloud

♪ To a sunshine beam

♪ Polish up your silver spoon

♪ Say the word
and call the tune ♪

♪ All the world's
your dream balloon ♪

♪ Come and catch the moon

♪ Milo, open your eyes

♪ Look around you and see

♪ See how wonderful
life can be ♪

♪ Milo

♪ Milo