Original subtitles

And being of sound mind

and in full possession of my faculties,

and in the presence of the undersigned witnesses,

I write my last will and testament.

I leave my estate and all my worldly goods to...

my dear wife, Emily,

in the knowledge that she will take loving care

of my son, Fella.

Fella!

Fella!

Fella! Yes!

Fella! Are you awake?

I am now, Mother.

What?

I mean, Stepmother.

That's better. Now, get to work.

Bring my breakfast. Fried eggs.

Basted.

Rye toast, crisp.

Orange juice. Plenty of orange juice.

And polish my car.

I'm lunching in town today.

Fella!

Fella!

Oh, boys.

Rupert, dear.

Maximilian, love.

Boys, wake up.

Come, come.

Wake up.

Good morning, Mother dear.

Good morning, sweets.

Good morning, Rupert.

Good morning, Mother dearest.

Come, son, it's time for your breakfast.

I heard some strange noises.

Did you children hear anything?

No, Mother, not a thing.

I went to bed early, was sleeping very soundly.

Mother's good boys.

Come on, then.

It must have been that fool in the kitchen.

If he's broken any more dishes,

I'll take away his bicycle privileges.

Paper. A paper.

Paper!

All right.

Fella, Fella.

All right!

Oh, dizzy.

Fella!

Fella!

¶ Da da da da ¶

¶ Da da da da ¶

¶ Da da da ¶

¶ Da da da ¶

¶ Da da dah da dah ¶

Uheee!

¶ Da da da ¶

¶ Da da da da da ¶

¶ Da da dah da ¶

¶ Wa da da da ¶

Fella! Fella!

Fella! Yeah? Oh!

Fella!

Fella!

Yes, Stepmother.

Where's my car?

Oh, I'll...

I'll drive it right around to the front door.

Well, be careful you don't dirty my upholstery

with your filthy clothes.

Oh, no, I'll be careful that I won't

dirty your nice upholstery with my dirty, filthy clothes,

Stepmother.

Oh.

Didn't I tell you to be here at half past 12?

Oh, I'm sorry, Mother, I-I...

Stepmother, I thought you said 12:30.

Can't you ever do anything I ask you to do?

Well, I try, Stepmother, I really try.

You don't seem to realize that you haven't got a cent.

Your father left everything to me.

And yet I give you a home, room and board,

all out of the goodness of my heart.

Yes, I know you do, Stepmother... Well...

You ought to be a little more reasonable, young man.

But then I don't suppose one can expect anything

from somebody with ordinary blood in their veins.

Well, I realize I don't have the class that...

Oh. ...Maximilian and...

and Rupert have, but, uh...

Well, I certainly appreciate everything that you do for me.

Then try and show your appreciation

by getting some work done around here.

Yes, I will, Stepmother.

We're going to have a very important houseguest,

and I want everything to be perfect.

You understand? Oh, oh, oh,

Perfect. Oh, yes, perfect.

It will be perfect. Yes. Uh, uh...

Who's it going to be, Stepmother?

You'll read all about it in the newspapers.

Oh, in the newspapers.

Then it must be someone very important. Who?

And clean the pool!

Uh, clean the pool.

Uh, yes, I will, with a rag.

Enjoy your ride, Stepmother.

I fixed the car perfectly, mechanically, beautifully,

so that you enjoy driving. Perfectly, m...

It's, uh, mechanically perfect.

It's perfectly m... It's a...

It's at least good enough to get you into town.

Hello there, Fella.

Hello.

How did you know my n...?

Hello.

How did you know my name was Fella?

Oh... Heh-heh-heh.

It had to be Fella.

Oh. You're a friend of Mother's?

Your stepmother, you mean.

No, I wouldn't say we were friends.

Or will we ever be.

Well, she invited you to go swimming.

That was rather friendly.

No, I'm afraid I invited myself.

But I'll leave if I bother you, you know.

Oh, not at all. You don't bother me.

On the contrary.

I like to see people enjoy themselves.

Oh, well, thank you.

I like you, Fella.

We're... We're gonna get along, you know.

Oh, well, thank you. I like to get along.

I love persons and people.

Persons and people.

There's a difference?

Oh, sure, there's a big difference.

You see, persons...

Persons are people who have made it,

who are rich and famous.

So that, of course, makes them persons

and they're not people anymore.

I see, yes.

But... But I...

I like persons because I think...

Because I feel sorry for them, you know?

Fella, you've got me worried, you know.

Someday, you might be a very important person.

Me?

Uh-uh.

Yeah?

¶ Let me be a people ¶

¶ I don't ask for much ¶

¶ Just a space ¶

¶ A happy place ¶

¶ That has the common touch ¶

¶ I'm aware ¶

¶ I'll never be great ¶

A head of state? A potentate? Oh, no.

¶ I don't care For elegant clothes ¶

¶ For goodness knows My life is rosy ¶

¶ Let me be a people ¶

¶ I'm no V.I.P. ¶

Though you'll never go bragging about your family tree.

¶ I don't wanna be ¶

¶ Anyone else But plain old me ¶

¶ Apple pie ¶

¶ And the Fourth of July ¶

Can really pleasure you high.

¶ Simple things like Community sings ¶

Can bring a tear to your eye.

¶ Rock and roll ¶

¶ Or an afternoon stroll ¶

Is all the funning you need.

¶ Orangeade ¶

¶ And a circus parade ¶

And you'll be hitting your speed.

Oh, my.

¶ I keep stating it ¶

¶ No debating it ¶

¶ I'm a happy breed ¶

¶ So therefore ¶

¶ Let me be a people ¶

¶ Says I sincerely ¶

You're a fella who wouldn't, uh,

care for royalty?

¶ I don't wanna be ¶

¶ Anyone else but ¶

¶ Plain ¶

¶ Old ¶

¶ Me ¶

Just plain. I don't really... Well,

it's like I said, Fella,

you know, someday, maybe you'll be a person.

Why do you keep saying that?

Well, uh,

all I can say is that

you and I are going to have a ball.

A great, big, wonderful ball.

You've really done it, Mother.

It'll be the affair of the season.

Thank you, Rupert.

It always warms a mother's heart when her sons are proud of her.

It'll cost a fortune.

And you always screaming at me

about my spending.

It will be expensive.

And as for my screaming,

I never raise my voice...

except to that lunatic we have to put up with.

The lunatic?

Another drink, Mother?

Did you complete all your chores today?

Uh, oh, yes, I did, uh, Mother...

Uh, Stepmother, dear.

Uh, everything except...

Oh, excuse me, Maximilian.

Everything except pruning the water lilies, Mother.

And, of course, feeding the goldfish.

But I can do that after dinner. Pssst.

And why didn't you finish your chores?

Oh, why, Mother?

Well, you see, Stepmother, a very odd thing happened.

Excuse me... Oh, there's a cold glass.

The ice is cold, Maximilian.

Excuse me, please.

A very odd thing happened, Mother.

There you are, Rupert.

There was a strange man in our pool.

In my pool.

Oh, uh...

yes, dear Stepmother.

In your pool.

And, ahem, see,

we were just standing there and talking

and all of a sudden, he just disappeared.

What do you mean, he disappeared?

Well, just like I say, uh, Mother... Stepmother,

uh, we were there talking

and he was just gone.

Fwa-wa-zow!

And... And there he wasn't and...

Uh... Ah.

Uh, how do we make Corkhead here disappear?

If the princess sees him,

she'll think there's insanity in the family.

Oh, I beg your pardon, Rupert,

but this is true. I'm not making it up.

I was standing there and talking to him.

As a matter of fact, uh, Stepmother,

he told me all about the ball we're having.

Here. Like in the paper here, it said that...

And he said it to me before the paper even came out.

You're cracking, kid.

Just like those dreams you have

about your old man.

Oh, is that so, Mr. Smart Aleck?

Well, I'll have you know those dreams are true.

Fella's father's always telling him

that he's rich. Isn't he, Fella?

Yes, Stepmother dear.

Yes. Except that I always wake up too soon.

I don't think you ever woke up.

You're a spook. Beat it!

Yeah, but all I...

Okay. I'll set the table for dinner.

Mother dear, this door...

is open.

And I'll leave while I can.

Now...

about the fortune I'm spending.

And now the big one.

Count Basie's great recording of "Cute."

Those dreams he has are true.

His father's ghost is trying to tell him

where he hid his fortune.

He'll be rich if he finds the money.

And we'll be paupers.

So you see how important it is

for Rupert to marry the princess.

I see how important it is. However...

I haven't the confidence in Rupert's charm

for the opposite sex that you have, Mother.

I think we should insure our chances

by starting to be nice...

...to the little Fella.

Of course.

Be nice to the little Fella.

Supper's ready.

Dinner's on.

We're gonna eat now.

It's gonna be...

Food.

Come on, we'll...

I'm hungry.

Fella.

Yes, dear Stepmother?

You may serve the wine now, Fella.

The wine.

Will there be anything else, Stepmother?

That's all, thank you.

Fella.

Yes, Mother dear.

Bring the sugar, please.

Yes, Stepmother.

In my coffee, Fella, please.

Will there be anything else?

That's all. Thank you, Fella.

You're welcome.

Fella.

Yes, Maximilian?

Light me.

Yeah, all right.

Maybe I should light it

for you, Maximilian.

Ohhh, oh.

Oh, there's a painful lip.

Could you just pull on the lip, please, Max? Just easy.

The hurting lip. Just...

It's a hole.

There's a hole in my lip and it burns.

I'm tired and running with a hole in my lip.

I can't eat my soup with a hole...

in the lip.

I forgot to change.

Shall we retire?

Fella.

We'll have our brandy in the library.

The brandy in the lib... Yes.

And, Fella...

...the prime rib was delicious.

The prime... You loved it?

Prime rib?

You loved the prime rib?

My ribs

was good?

I'm gonna faint.

Did you really love the prime rib?

Really, did you...? Did you...?

Was it...? I...

Did you like it a lot? Or just a little lot?

Oh, I'm glad...

Oh-ho, I worked very...

To my bones, fingers.

I'm glad you liked

my meat prime.

I... Oh, thank you, oh, Mother,

for enjoying my prime meat of ribs.

I'm so grateful to you all.

Fella. Yes?

Tomorrow, I may take you to play polo with me.

Polo?

Me, polo?

The gentleman's game.

Oh, thank you, Maxim...

Yes, and maybe you'd like

to play some tennis and golf with us.

Oh, what wonderful brothers.

Two swell persons to have as my own,

my brothers own.

And Mother and brothers and all.

Uh, Fella, the brandy, please.

Oh, yes, Mother.

I'll... Excuse me.

To love the prime meat ribs. To...

It's a wonder... I'm so glad that you...

I'll hope to always have more of this.

Don't you think you're going a little too far,

playing tennis with him?

And golf? And polo?

I'll make him so tired he won't be able to wake up.

Then he'll finish his dream.

They loved the prime ribs.

Oh, Father was so right.

"Love, and thee shall be loved in return."

Just like on the ring.

How wise Father was.

"Love thy neighbor.

"Love him hard and well.

"The love that you give

"will be returned and manifested in itself

"to give back the warmth and the care

"and the affection,

"as well as the hugs and the loves

"of those who have loved.

"To live

"and not to love

"could be affectionate,

"but yet warmth

"would still maintain itself

"in the love that you give to them.

"Oh, others have loved in the past

"and yet have found that they couldn't be hate.

"So with love

"it is the beneficial part of giving.

"Many children in the past have loved

"and had yet found that they couldn't possibly know

anyone with kissing and wisdom, with hugging..."

¶ Everybody ¶

¶ Needs to care ¶

¶ For somebody ¶

¶ All your dreams were meant ¶

¶ To share ¶

¶ With somebody ¶

¶ Someone to have ¶

¶ A midnight cup of tea with ¶

¶ To have and hold ¶

¶ And sometimes ¶

¶ Disagree with ¶

¶ Oh, it's wonderful ¶

¶ To live for somebody ¶

¶ And the most you have To give is ¶

¶ Your love ¶

¶ In a cabin or a castle ¶

¶ Even though you rise Or fall ¶

¶ Without somebody ¶

¶ You're nobody ¶

¶ At all ¶

Where's our pigeon?

He's getting dressed.

He's wearing one of my outfits.

Our pigeon?

Well, I hate to say this, Max,

but I think your idea will work.

He'll never wake up

after the exercise I give him.

I hope that you make out as well with the princess.

I'll try.

I'm brushing up at Arthur Murray's.

Hey, Maxie, I'm dressed.

Is that polo?

That's the gentle...

It's not a very gentle gentleman's...

I thought it was that game

where you hit the ball through that, uh, steel

and it just goes.

But that's a... A high horse.

I don't wanna be no gentle...

game. I don't need that.

I don't want it.

Come on. I don't want it.

I don't, no. I thought it was another game.

No, I... Well, hold it. All right, hold it, hold it.

I'll walk. I'll walk.

I... I'm not ascared and I'm not a coward,

if that's the game.

I'm a coward and they're high-tall.

You better drag because I'll never do it on my...

I'm frightened.

Has he come out again?

Come out? He could hardly drag himself in.

Ha-fa-fa-fa-fa.

Listen...

if we find out where the money is,

we don't tell the old lady.

We keep it to ourselves, huh?

Right.

Here's the late news.

As you know, the Princess Charming,

of the Grand Duchy of Morovia,

is due to arrive in our city on Saturday.

But what is interesting is what is behind this visit.

There is speculation in government circles

as to the reason for the princess' visit.

The State Department states it is merely a goodwill tour,

but those closer to Her Royal Highness

claim she is here looking for a suitable husband.

If this is true,

there's a very lucky American somewhere.

This gal is a knockout, fellas.

And now, back to marvelous meditation music.

Oh, nice...

Oh...

Hello, Father.

Where have you been?

I was looking forward to seeing you again.

Daddy. Pop.

You look very warm.

Your whole head is all perspired.

Where were you?

Oh...

yes, it is very hot down there,

isn't it?

I'm glad to see you again, Father, Papa, Dad.

What?

Me? I am?

Rich?

With millions?

You mean, I'll be a wealthy millionaire?

A rich wealthy.

Oh, a wealthy rich millions.

Millions, and I have millions and millions?

That's rich to be.

Millions and millions rich is good.

And... And with all of that money,

then I can buy

my lovely precious stepmother

a warm sweater

with sequins on it.

What?

Yes, Daddy.

You want to show me where the money is hidden?

You want me to go with you to see?

Oh, all right.

I want to see where

all of that

millions of rich dollars are.

I'll... I'll go with you, Father,

because I want to see all...

All the wealthy money.

That's...

rich dollars.

To have millions of...

What?

You want me to go...?

Oh, out the window.

Oh, is that...?

Is that where all the moneys are, Father?

Oh.

Well, then, I'll just go and look.

Oh, all right,

I will close...

Oooh!

What, Daddy?

Two?

Oh, all right.

This is Del Moore, ladies and gentlemen,

with the NBC mobile unit

in the exclusive Bel Air section,

here in Los Angeles.

And we're in front of the famous Kingston estate,

awaiting the arrival

of the Princess Charming, of the Grand Duchy of Morovia,

who is due to arrive momentarily.

Now, the princess, as you know

from the newsreels and the newspaper photos,

is one of the most beautiful members of European royalty.

And, of course, she will be in our city

as the guest of Mrs. Roland Kingston,

whose great-grandfather, the Duke, uh, Val... Vladimir,

was related to the Archduke Maximilian Rupert Lupin

of the Duchy of Morovia.

And she'll be here for a week

before starting her tour here in the United States.

Here she comes, with a complete entourage,

coming in from the airport with the escort.

And for the ladies watching, I might mention

that she's wearing the national color

of periwinkle blue.

A blue-gray periwinkle, actually,

which is the national color...

Wowie.

Is she beautiful.

Indeed she is, my boy.

Hello, Fella.

Hello, mister.

Did you see the Princess Charming?

Yes.

And as you said, she's beautiful.

Yeah, huh. Gee, I'd like to see her up close.

But I can't. They got me locked in here.

They don't want her to know that I'm any part of the family.

Oh, you'll see her.

No, not a chance.

They hired a whole staff of help

to do the work that I do.

And they locked me in this...

They locked...

How did you get in here?

I'm a people.

I can get in anywhere.

Oh, really? Like magic, you just pop on and pop off?

Just like an electric light bulb.

I was talking to Thomas Edison about that.

Really? Thomas Edison?

Oh.

Well, I... I'm very glad to see you,

although I don't know who you are.

Oh, yeah.

You're with the FBI, and you're incognito

and you're just here to protect the princess, right?

No. No?

I can't lie to you, Fella.

I'm not from the FBI.

I am your godfather.

Your fairy godfather.

Godfather?

Fairy godfather? You... Like in a fairy tale?

No, you're from the FBI.

What are you guys doing, playing games or something?

Oh, this is no game, Fella.

I am exactly

like Cinderella's fairy godmother.

As a matter of fact...

I personally handled Cindy's case.

You... You handled her case.

Why... Why don't you just sit down?

I think you'll feel much better.

Oh...

Perhaps you better sit down, huh?

I should... I should? Mm-hmm.

You mean, you would rather have

me sit...

down?

I hope this doesn't sound like braggadocio...

because really, I'm a... A very modest fairy godfather.

Oh.

But it wasn't a godmother that Cinderella had.

No?

It was me.

It was you.

It was me.

Yes.

You see, Fella,

the women reporters of that period,

they wrote the story.

So naturally, they attributed my magic to a woman.

Women are strange, Fella.

They're like the Russians.

They want credit for inventing everything.

Uh... Well, I-I-I...

I like you, uh, ahem.

I like you very much.

And, uh...

Except that, I just, well...

I don't believe in fairy tales, you see.

Like Cinderella and...

I just don't believe in them.

Oh, well, you have just voiced a perfectly normal reaction.

But you have to believe,

or we won't be able to work together.

Well, I, uh...

Work together?

Godfather, Cinderella.

What are you trying to say?

Hate to be corny, boy...

but you force me.

Cindy!

Cindy!

Good day to you, Godfather.

Now do you believe me?

No. It's... It's...

It's a trick.

Like on TV.

With those magicians that saw the women in half.

Oh, no, no, she's real.

You can touch her.

She's real. Touch her? I could walk right through her.

This is a trick. She's a "marrage."

I can walk right through. I've seen...

If I weren't a married woman...

Ooh. Ooh, she's real.

Yeah, I mean... Ho!

Oh, I'm sorry.

You're married to the Prince Charming.

Mrs. Charming, I'm glad to...

Cinderella, Mrs. Charming. I mean...

Oh, huh-hooooo...

You believe now, eh, Fella?

No, I don't. I know the story of Cinderella.

She didn't wear shoes, she wore glass slippers.

Oh, you're right.

But that was with her ball gown.

Real glass?

Unbreakable, sire.

Early laminated windshield glass.

I'd better go now, Godfather.

The Prince is waiting.

It was so nice to see you again.

So nice to see you again, Godfather.

Delighted to have met you, sire.

Oh, also very good to meet up you.

And you'll love living in a castle.

Castles are so roomy.

So much more comfortable than tract houses.

Yeah, that's true, some houses are not the same as...

Miss Person? Lady?

Goodbye, Cinderella.

I mean, Mrs. Charming.

Goodbye.

Me, living in a castle?

What did she mean, I would live in a castle?

Fella, you do believe that I'm your fairy godfather?

Oh, oh, yes, sire. Yes, sir, I do.

Then you will believe what I tell you now?

Oh, yes, without a doubt, I will.

Good.

Fella...

you have been chosen to rectify all the great wrongs

brought about by the original Cinderella story.

Through the centuries, the women of the world,

influenced by the legend of Cinderella, have waited.

Waited for their Prince Charmings

to come galloping out of the wild blue yonder

on their white horses

to claim their hands in marriage.

Yeah, I... I read that once.

But there was only one Prince Charming.

And when he didn't appear,

these women married the closest available man.

And they were forever after miserable,

because they always regretted, and they felt that, uh...

Well, that they had taken second best.

But what is worse,

they made their poor husbands miserable

because the poor fellow wasn't a prince.

Oh, the Cinderella legend

has brought nothing but dissatisfaction

to the hearts of women

and their husbands have taken the brunt of it.

It's... It's not fair.

I won't bother you with actual statistics, Fella,

but the unhappy husbands of the world

are crying for help.

They're crying for a chance to get even.

It's time for a change.

And you have been chosen to bring out that change.

Change? Out? Chosen me?

I'm...? Who chosen?

Oh, you have been chosen by the head man.

The head man?

The head man.

The Chairman of the Board of Directors

of All Fairy Godfathers.

And the Society for the Prevention

of Distorting the Truth in Fairy Tales,

and the Committee for the Preservation

of Sanity to Married Men.

Chairman of the board?

You had a meeting?

A meeting?

Why, we argued like a summit.

Of course, there were those who were against you.

What did I do to them?

Oh, they just thought that the one chosen

should be tall and handsome and clever.

But I fought for you.

I said you were perfect for the task,

because you're just ordinary.

You're not tall, you're not handsome,

and you're anything but clever.

Thank you, Godfather, for taking my part.

Oh, ho, ho, that's all right, that's all right.

I appreciate it.

Would you? Oh, no, thank you.

The filters make me cough. Mm-hm.

So you are the one who is going to settle the score

for all the downtrodden married men.

And when we finish,

the married men of the world will be able

to look their wives in the face,

that is, if they have their makeup on,

and put them in their place.

I can hear the husbands saying...

"Why wasn't I lucky like Fella?"

"He's not handsome, he's not tall, he's not clever,

"but he ended up married to a beautiful princess,

instead of you."

You see, Fella,

the men will be able

to get even for centuries of female abuse.

But best of all,

the best part of it is, that men and women

will learn to be happy with each other as they are.

I see, I get it now.

Ordinary people will accept one another.

Ordinary people will be satisfied with one another.

Yeah.

Sure. They won't be looking around for something better.

Now you've got the idea, Fella. That's the idea.

Yeah. "Boy, that Fella was lucky.

"He was an ordinary guy.

"He wasn't tall, he wasn't handsome.

"He wasn't even clever.

"And yet...

he ended up marrying a beautiful princess."

That'll teach those nagging wives,

won't it, Father Fairygod... sir?

It sure will, Fella. It sure will.

Fella!

Jack and Jill!

Fetch a pail of water.

Now, go on,

quickly. Quickly.

He must marry the princess.

Oh, thank you so much, children.

Thank you.

You said you wanted to see her closer?

Well, there she is, Fella.

Oh. Oh, I'm sorry.

Yeah, but...

couldn't I see her even a little closer?

After all, if she's gonna be my wife...

Hey,

isn't he holding the future wife just a little too close?

Oh, ho, stop worrying.

She's all yours, every bit of her.

Yeah, but I'd like to have the bits he's holding.

Yuuuuuuh.

Now, you wait and watch.

I'll be back as soon as I fix my magic schedule.

Okay.

Shh. Shh.

But shouldn't I...? Shh.

What would happen if...?

Shh.

Shh.

Still hugging her too close.

She's gonna need to...

stop hugging.

He's moving in.

We'll be rich.

Maybe if I bite him.

No.

It's Mother screaming.

What is it? What happened?

A terrible man, he...

He just... He just ran away.

And remember,

keep dancing with Her Highness.

Never let her out of your arms.

Mother, she'll have the same royal treatment

I gave the downstairs maid.

That's my son.

And what was that?

Well, you all look very lovely this evening.

And what in the world are you wearing?

Oh, uh... I got this out of the cellar.

This was my father's.

You remember. He wore this

the day he married you, Stepmother.

Well, I was just going upstairs to tuck it in here and there.

You'll still look like a fugitive from Halloween.

Oh, no, it'll be all right, Rupert.

I'll just cut one sleeve on the bias here a little bit,

but it'll be fine.

And then where do you think you're going?

To the ball.

Oh, is that so, smart alecks?

Well, I was invited to go to the ball.

I sent out the invitations.

And you certainly weren't on the list.

Oh, no, you didn't invite me, Stepmother.

He invited me.

He? Who's he?

Well, my...

Oh, well, I was just invited.

Maybe your old man invited you.

You dreamed it again, huh, spook?

Maybe your father wanted you to take out that fat suit

and give it an airing.

Why don't you wear one of your mother's old dresses,

and I'll dance with you.

Don't talk about my mother.

Take that silly suit back to the cellar.

And while you're there, fire the furnace.

We have a small group coming here after the ball.

Come, boys. We'll be late.

But I was invited.

Ah, you're dreaming again.

You're cracking up, creep.

Well, Maximilian.

I guess Mother knew what she was doing,

spending the rest of our money on this little investment.

I'm still banking on Fella's dream.

If this continues, we won't need Fella's dream.

Where do I fit in this house?

Am I a man or a mouse?

¶ I've been a mouse long enough, bub ¶

¶ I might even resign from The Mickey Mouse Club ¶

¶ There are two kinds of people In this world ¶

¶ The good guys ¶

¶ And the bad guys ¶

¶ The good guys Live in sweetness and honey ¶

¶ The bad guys Wind up having all the fun ¶

¶ And getting all the money ¶

I'm gonna be me in reverse.

I'm sure it couldn't be worse than what I am now.

A nothing.

A nobody.

¶ You've gotta be sharp ¶

¶ You've gotta be wise ¶

¶ And leave all the dreaming ¶

¶ To those other guys ¶

¶ Only a fool ¶

¶ Bothers to follow A losing cause ¶

¶ Like believing In fairy godfathers ¶ ¶

¶ Or in Santa Claus ¶

¶ I'm taking off I've had it ¶

¶ I'll never be nice anymore ¶

¶ Or walk old women Across the street anymore ¶

¶ I'm gonna be mean Hard as nails ¶

¶ Walk on snails ¶

¶ Tie tin can To puppy dog tails ¶

¶ Who knows? ¶

¶ If I change my ways ¶

¶ I may turn into a person ¶

¶ One of these days ¶

¶ Let me be a person ¶

¶ A social V.I.P. ¶

¶ I'm all through With going around ¶

¶ As plain old me ¶

¶ I wanna be A member of Who's Who ¶

¶ If the shoe doesn't fit I'll get another shoe ¶

¶ I'll see red Till my blood turns blue ¶

¶ Look out ¶

¶ This Fella ¶

¶ Is finally ¶

¶ Coming ¶

¶ Out ¶

I heard everything you said. Everything. I'm surprised.

No, I'm not surprised.

I'm appalled

by your lack of faith.

Well, well, you see...

Actually, let me explain. You see, the...

The... I... I...

Oh, I see. I...

That's why I changed this attire.

If you can no longer believe in your fairy godfather,

maybe it'll be easier for you

to believe in a fairy godmother.

I'm up on all this Oedipus nonsense, you know.

Well, I'm awfully sorry, Fairy Godmother...

Uh, Godfath... Godfath...

Well, uh, I hope you forgive me.

I believe you. Good.

That'll give me a chance to get rid of this...

silly outfit that I borrowed.

I borrowed this from

a Halloween witch I used to date.

It's getting late.

We've got lots to do.

Uh, excuse me.

Uh, our dance, Your Highness?

With whom shall I be dancing?

With one who is truly...

...fond of you, and who worships you very much.

Maximilian...

it doesn't seem possible, but...

that is Corkhead.

Don't be silly, Mother.

That's a much older man.

Is it true, uh, princess,

that you came here to find a husband?

Let's talk about you.

Haven't we met before?

Uh, we? You and I? Met before?

Oh, I doubt it.

I... I don't think so.

Yes, we have.

Uh...

Well, I can't lie to you, princess.

We have met before, but...

Well, I'm not a duke or a duchy.

I mean, any of those things like that.

As a matter of fact, I'm a phony.

Uh, even the clothes I'm wearing aren't mine.

I didn't even work to get this gray hair.

And, uh...

...well, I don't like a phony...

and I don't think you should be stuck with one.

I don't understand, but I'm sure we'll get along.

Well, I think that...

I think I'll have to get along.

That's my cue. What do you mean?

What do you mean, your cue?

Well, what I'm trying to say is that, uh...

the fish will turn into the car,

the car that was the chauffeur's,

the fish that was my bike.

What?

Well, I can't explain, but...

I wanna thank you very much for the dance.

I'll never forget it, and I'll never forget you.

Come back.

Oh, please, come back.

¶ In a cabin or a castle ¶

¶ Even though you rise or fall ¶

¶ Without somebody ¶

¶ You're nobody at all ¶

¶ Without somebody ¶

¶ You're nobody at all ¶

We better get home before the last stroke of midnight.

Otherwise my car will turn back to a bike,

and you'll be a fish again, and out of water

you won't be able to breathe, and I'll have a fishy bike.

The change has started.

Wait a minute.

Watch it. Watch it.

Don't waste the water. You need all you can get.

It's happening! Here, fish. Rest.

Don't you worry, fish.

What's the difference what transportation we have,

as long as you drink?

Keep breathing. Keep breathing, fish.

That's it. Breathe deep.

Where's your, uh...?

Your little red... jacket?

What red jacket? You know which one I mean.

Why don't you have the little red coat, baby?

What are you talking about, Maxie?

If you have red coat,

it means that you have a little bit of...

money, money.

Money? Millions. Money.

What money? What are you talking about?

Oh, come on, baby. Let's have a little money.

Max, I don't know, that's all you ever talk about is...

I don't know... I don't know what

you're talking about, money.

Look, baby, I'm gonna give you three seconds

to tell me where the money is, before I bop you on your bopper.

Max, that's real important to you, money?

That's all you really care about.

Well... Mmm.

Well, I know where the money is.

I always knew where the money is, Max.

And if you really want the money...

you're gonna get it, Maxie.

You don't have to leave the house.

You can stay now.

You can afford it.

But the money is yours.

Your father left it for you.

Yes, but you've always loved money, Stepmother.

Your boys have always loved money.

And you've put up with me all these years hoping to get it.

Well, here it is.

I hope you'll all be very happy.

And now, you don't have to put up with me any longer.

Fella.

I'm sorry.

Leave that alone.

It's Fella's.

Hello, Fella.

Hello...

How...? How'd you know my name?

Have we met before?

I think so.

But that's not important at the moment.

You see, I...

I'm working my way through college.

I'm selling shoes.

I have a sample right here.

Would...? Would you be interested in a shoe like this?

Please try it on.

I'm sure it would fit you perfectly.

No. I think that would be just a little too big for me.

Well, good luck.

I have to be getting along.

Fella...

...I love you.

You can't love me.

But I do.

Ple... Please listen to me.

It's no good.

You're a person and I'm a people.

I'm a girl.

You're a princess.

Well, is...? Isn't a princess a girl?

Well, then I'm... I'm just an ordinary fella.

Well, I... I'm just...

an ordinary girl princess.

Well, you certainly don't look ordinary.

But I can.

It's just like you said, Fella.

Don't... Don't let the clothes fool you.

Oh, it's more than that.

It... It's no good. No, Fella.

It's just like you said. It's just the clothes.

It's no good. I'm a people and you're a person,

and it... It just won't... Fella...

...m-m-mix, that's all.

Fella, please listen to me. Fella.

Fella, please look at me. Please.

Just, please.

Come back, Fella. I love you.

¶ Someone to have ¶

¶ A midnight ¶

¶ Cup of tea with ¶

¶ To have and hold ¶

¶ Sometimes ¶

¶ Disagree with ¶

¶ Oh, it's wonderful to live ¶

¶ For somebody ¶

¶ And the most you have to give ¶

¶ Is your love ¶