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Hey Claire! Wanna see something great?

Who else was there?

It's an igloo.

- And? - I made it.

Yeah. My brother.

- Hey Claire! - I can't.

We're supposed to go to my dad's that weekend.

The snowplows left some snow across the street and I dug a hole into it.

Max, go play with your friends!

You! Go that way!

You! Go that way!

No! Don't talk to me like that! You're just a fence!

Go play with your own fence friends!

Now move out!

- Hey, Claire. What's up? You ready? - Hey, Claire.

Claire, is that your brother?

The kid is dead.

Yeah!

The kid's so dead!

Max! Go away!

- We got him! - Yeah!

W got him! Come on! Come on! Come on!

You okay?

Alright now. Let's go!

Hey. I'm home!

Hey. What's wrong?

Claire and her stupid friends smashed my igloo.

And she didn't do anything about it.

I'm sorry, honey.

I'd have done something about it.

Max, what have you done?

No. I don't want to bother you, just... just quickly...

Can you tell me exactly,

what Mr. Lasseter didn't like about the report?

What am I suppose to do?

No, I'm just tired and I've got a rough day here and...

I can not afford to lose this.

I know. I know it. I, uh...

but I better get started because I'd like to turn it in the morning.

No, I hear you. I hear you and this will be the last time. I promise, okay?

Thanks.

Hey.

Hi.

I could use a story.

Sure.

There were some buildings...

These were these really tall buildings...

and they could walk.

Then there were some vampires.

One of the vampires bit the tallest building and his fangs broke off...

then all his other teeth fell out...

then he started crying...

and then all the other vampires...

said Why are you crying?

Aren't those just your baby teeth?

And he said,

No, those are my grown-up teeth...

And the vampires knew that he couldn't be a vampire anymore

so they left him.

The end.

...and the sun is the center of our solar system.

It's the reason all the planets are here.

Its warmth gives us sunlight, makes our planet livable.

Now, of course the sun won't always be here to keep us warm,

It, like all things, will die...

and when it does, first it'll expand,

enveloping all the surrounding planets, including Earth,

before consuming them rapidly.

The sun, after all, is just fuel burning ferociously,

and when it runs out of fuel... well... it'll be gone.

Well after that, the solar system will go dark... permanently.

I'm sure by that time,

the human race will have fallen to any number of calamities...

...war, pollution, global warming,

tsunamis. earthquakes, meteors...

but hey, who knows, right?

Mom? Mom, come up here!

Max, I'm busy!

I rebuilt the fort!

You gotta get inside it, the lava's coming.

Oh, oh! And it's a rocket ship, and it's gonna take off!

You want me to save you a seat?

- You're really... nice. - ...Cute.

- No. - You're really.

Hi, sweetie.

Claire, it's almost dinner!

Get your stuff off the table, please.

Hey, shhh.

Mom, what is that?

Pâté.

Frozen corn? What's wrong with real corn?

Frozen corn is real, alright?

And get off the chair, please.

And go tell your sister to clear her stuff off the table.

CLAIRE GET YOUR STUFF OFF THE DINING ROOM TABLE!

Max, don't pull that now.

Max, get off the counter, get off.

I have a friend here... you're embarrassing me.

Woman, feed me!

Max, get off. Get off the counter!

Get off the damn counter MAX! Now. NOW!

- I'll eat you up! - Get down!

- GRRRAAR! - Get off!

Stop! Get over here!

What's wrong with you? This is not the acceptable behavior!

That is acceptable!

No dinner for you, Max! Go to your room. Now!

OW! You bit me! That hurt!

Connie, he can't treat you like that.

Max! What is wrong with you?

You're out of control!

Not my fault!

Max!

Max!

Max!

Max!

Noooo!

I hate you!

Hello?

That's it. Tear 'em all down. Tear 'em down.

Come on! We've got a few more to go over here.

Is anyone going to help me?

We liked them. They were nice.

I mean, this is a problem. Don't you see this is a problem?

- I will... - No, I'll just do it myself...

- ...help? - ...as usual.

Um, Carol, could I talk to you for a second?

Oh, Douglas, not right now. I'm busy.

Okay.

Can you hear me from up here?

And I'm the only one who cares enough to do this.

Or this!

Carol, is this really necessary?

Ask K.W. You ask K.W. if it's necessary.

- She's not here. She left. - I... She left?

She left. Exactly. That's why, it's necessary.

Um... I will help.

Okay, okay, good. Come on. Come on. Here ya go.

- Thank you. - Uhh... glad to help.

Who else wants lend a hand?

What do you think, Judith? Should I help, too?

No, you shouldn't help him!

I just thought it would make him feel better.

Good idea, Ira. Go stand in this hut over here before it gets wrecked.

- I know, I know I shouldn't. - Ira, you're not helping.

- Go in the hut. - I'll stand right over here.

- No! - Ira!

This is crazy!

No, no it was crazy already. I'm just eliminating the crazy.

I don't think the crazy has been eliminated.

Isn't anyone gonna be on my side anymore?

Yeah, well, I guess not.

Fine,

I'll just be on my own side,

by myself.

Nobody cares. I'm the only one that cares that we don't stay together.

I'm the only one that cares about that so...

See? I care.

Carol?

You don't care and just stand there and whisper to each other about me

- like you always do. - Oh yeah, that's true.

But I know what I'm doing.

- Ira, what is it? - I don't know.

Hello.

See, this guy gets it.

Hey... um... weird little... ...thing.

I like the way you destroy stuff. Good technique.

There's a spark to your work that can't be taught.

Thanks.

Alright, see that one over there?

You get that one, I'll get this one.

- See who can do it faster. Okay? - Okay.

Go!

Hey, what are you doing?

I... I...

- I'm just helping. - By smashing our houses?

- These are your houses? - Yeah.

- What's wrong with them? - What do your houses look like?

I bet his houses are funny looking.

Look, we worked very hard on these.

Then you, sir, showed up and started "helping."

- I'm cold. - Who are you?

Are you one of K.W.'s new friends?

Oh, are you Bob or Terry?

I don't even know who that is?

- He looks like a Bob. - Things are getting crazy here.

- This thing's dangerous. - You're scaring me.

You know what I say, if you've got a problem,

eat it.

- It's the only way to solve these types of issues. - Yeah. The only way.

Oh, he's probably got those little bird bones.

I hate bones.

You haven't those little bird bones that are gonna cut up my mouth, do you?

- No, I don't have bird bones. - You better not!

You'd better not be difficult to eat! Did you even think of that?

God, you're selfish!

I hope, you don't taste as selfish as you look.

- Um... let's eat it! - Stop!

Stop!

BEEEEEE STIIIIIIILL!

Why?

Because...

Because...

- Why? - Well because... you can't eat me!

You didn't know that, so I forgive you. But never try it again.

Why not?

I... I have powers from another land.

Powers...

From ancient times.

Don't make me show you.

I had to show these Vikings once--

Viking? What's a Viking?

They wear horn hats, and they're big--

bigger than all of you!

One time they attacked me in my ice fortress.

They tried to cave in the roof, but I'd made it too strong.

I told them to be still, but they didn't.

I conquered them.

I had to make their heads explode.

And then they realized that I knew all the secrets to the world.

And then you know what happened?

They made me their king.

Wow.

- King? - You were a king?

I knew, there was something special about him. I told you, guys.

So wait, you exploded their heads?

Oh come on. Our heads are bigger. You can't explode big heads!

No, their heads were bigger than yours, believe me.

But you're so small.

Small is good. My powers are able to slip right through the cracks.

What if the cracks are closed up?

Then I have a re-cracker that goes right through that.

But what if we have some sort of material

that re-crackers can't get through?

Then I have a double re-cracker which can get through

anything in the whole universe,

and that's the end, and there's nothing more powerful after that ever. Period.

- Wow, he does sound powerful. - He's a double re-cracker.

Yeah, yeah, but there has to be some material somewhere,

maybe really deep underground that if we combined it with --

Quiet!

- Something... - Be quiet!

I'm sorry. So you were their king and you made everything right?

Yeah.

Well uh, you know... what about loneliness?

What he's saying is, will you keep out all the sadness?

I have sadness shield. It keeps out all the sadness.

It's big enough for all of us.

I just do this to loneliness.

Pooooww.

- Wow. - I knew it! I knew it!

When he showed up, I saw it.

Why don't you guys ever listen to me?

You're right, Carol, I didn't see it.

I don't understand.

He doesn't look like a king. If he could be king, I could be king.

Shhh.

Um, were you the king where you came from?

Yeah. Yeah, for twenty years.

- That's impressive. - That's incredible, right?

Looks like we found our king.

- You are our king, right? - Yeah.

Yeah. I am.

Oh, I'm so relieved.

Sorry, we were gonna eat you. We didn't know you were a king.

- That was insane. - Yeah. Yeah. I mean...

- Oh my god! It's K.W. - What?

- What? - Oh! Hi, K.W.!

K.W., it's good to see you.

I thought you were with your new best friends, Bob and Terry.

What are you, guys, doing?

- Who's that? - K.W. get in here.

You gotta hear this. We finally got a king.

- That's true! - A very impressive one.

Hey, K.W. we got a king!

You and me could go for a walk and I'll tell you all about it. Anytime.

You could carry me like a little baby.

Uh... yeah. Anyway, I don't know if I'm sticking around.

I just came back to...

...to get that one stick I left here. Anyone see it?

I'll help find it, K.W. I'm good at finding sticks.

- K.W., he's very powerful! - Shh, shh. Stop. Don't push her.

She'll figure it out for herself. Just leave her be, okay?

King. King, this way, your majesty, please.

Oh, Look! He's going to make us happy, Judy.

Yeah,

but happiness isn't always the best way to be happy.

Judith, stop.

He's small for a king. Am I nuts? He's small.

Yeah, that's what I said.

- Alexander, shhh! - Sorry.

I like it better when we have a king.

I like Carol better when we have a king.

Hey, what happened to our houses?

Oh... um, they fell down.

Are those... other kings?

No, they were here when we got here.

I never saw them. Never even noticed them.

You okay?

Yeah.

You are now the king.

And you will be a truly great king.

Oh it looks good on him, look.

He looks great. Huh king?

- It looks perfect! - King! King!

- It looks perfect, Carol. - We have a king.

- Fresh King! - Fine.

- Oh, I Know this! I know this part! - "KING! KING! KING! KING!"

Hey King! What's your first order of business?

Let the wild rumpus start!

- Perfect answer! - Yeah!

Come on!

Come on, king!

Alright K.W. Get in.

Guys! Follow me!

What?

You're funny looking.

That's all.

Hey, King! King-King! Watch this!

Hey!

Hey! Jumping guy!

Jumping guy!

Hey, Mister!

Wait up!

Hey Jumping guy!

- Hey! - Hey King, watch this!

Alright tree, we'll settle this later.

Oh look. Everyone wants to be friends with the new guy.

Well, this is our family.

I hope you can see how excited they are to have a king.

Sometimes they have an odd way of showing it, I mean,

they act weird, you know, and... it hurts other people's feelings.

- Ira, my love. - What?

- Come here! - Okay.

Oh, that's Judith and Ira. They're in love.

What were you thinking?

Watch me! Look!

That's Alexander.

Look! I hate this tree!

Well, he just wants an attention. Don't give him the satisfaction.

77...

78...

...no, wait. No, no, that was...

- That's Douglas. - ...yeah that's it, 78.

I count on him for everything.

If I was stranded on a deserted island and could only take one thing,

it would be Douglas. We could share him if you want, King.

Yeah. Sounds good, I might need one of those.

Douglas, no no no, stop, that's not the way I want you to do it.

- Oh, sorry. - Here, I'll show you.

How that happened?

An accident. I don't know, how that happened.

We haven't formally met. I'm Ira.

I put the holes in the trees; maybe you saw one of those?

Come here.

Or maybe not. Anyways, it's what I do.

Not really important like things you do.

Oh, and this is Judith.

Ah, he don't really need to know me. I'm kind of a downer.

King, that's not true.

- Hey, let me see your face. - You could introduce me to the king if you want.

Let me see your face.

Oooh. What is that? Don't worry, let me see it.

Oooh, good shot, Douglas!

Almost got me.

Almost got me, Douglas.

We'll get him next time, won't we? Yes. Yes, we will. We will.

Hey, what are you doing?

Is she the one you were mad at when you were smashing stuff?

Yeah... No! No, no, um...

I thought she said she wasn't gonna come back.

Well, it looks like she's back now.

Yeah.

Yeah, I hope so.

I'm gonna get her!

No! No! Don't! Don't! She's doesn't like that kind of thing. Come back!

- Come back here! - Ira, my love. Come here!

- Hey king! - Uh, King, I wouldn't recommend that.

Stop it!

Hey stop it! Go pick someone else's nose!

Max, look out!

Gotcha!

Alexander, get over there and be social.

Let's be like this forever!

- You guys never think this is me, but this is really me. - Max!

He's starting things off right, our king.

- Wow, this guy gets things done. - That was... That was great.

Yeah, that was.

That was fun. We forgot how to have fun.

- That's truth, Carol. - I mean, I didn't, but...

No. No. You didn't, Carol.

- Hey, K.W., your toe's in my ear. - Good! You're keeping it warm.

- Hey, who's on my face? - Oh, I'm sorry Carol.

Let me move.

Oh, I like this. Let's be like this forever.

The king having a problem?

My foot's stuck under this fat guy.

There.

- Thanks. - I'm K.W.

- I'm Max. - I know.

Hey, so are you gonna stay?

- Well... - They all want you to.

It's complicated.

I don't even know how everything got this way.

Things seem better now, though.

Yeah. Well, they are.

Okay, king

Who are Bob and Terry?

Oh they're really good friends of mine.

I don't even know how to describe them,

they're just different from everybody here.

...It's just different.

- Well, do you like them more than-- - You ask a lot of questions.

What's your story?

Why'd you come here?

Well...

I'm an explorer and I travel a lot.

And I travel by a sea,

- Right. - I used to travel by air.

Oh, so obviously you have no home or family?

I had one of those... but I...

- But you ate 'em all. - No!

No. I just bit one of 'em, that's all, and...

they went crazy.

I don't like frozen corn.

I'm sorry. That's why you left?

They act like I'm a bad person.

- Well, are you? - I don't know.

I don't know.

Well, I'm glad you came.

It'll be good to have someone around who doesn't eat everybody.

I mean, you just bite everyone.

Biters aren't so bad, eaters are the one's I just can't stand.

I have no plans to eat anybody.

Alright. Good.

Good night.

Good night K.W.

Good night.

- Night Ira. - Night.

Good night Douglas.

Good night Carol.

Good night Judith.

Good night.

Good night, Judy.

Good night, Darling.

Good night Alex.

- Good night, King - Good night.

- Oh! Good night, King. - Yeah, good night, King.

Oh, this is nice.

Good night everybody.

Everybody sweet dreams.

I didn't want to wake you up, but I really want to show you something.

Okay.

And on the way I can show you your kingdom.

This is all yours. You're the owner of this world.

Everything you see is yours.

Oh, except that hole right there-- that's Ira's.

But, I mean the tree's yours, but the hole is Ira's.

But everything else is yours...

except that rock over there, that's not yours,

that little rock next to the big rock.

But everything else in the kingdom, except for that stick,

that little stick right there, that's not yours...

I want you to be king forever Max.

Yeah. Definitely.

Well, this part of your kingdom is not so good.

Why?

Look. This used to be all rock, and now it's sand,

And then one day it's gonna be dust. And then the whole island will be dust.

Then...

And I don't even know what comes after the dust.

Carol?

Did you know the sun was gonna die?

What?

I never heard that.

Oh, come on!

That can't happen.

You're the king. And... look at me. I'm big!

How can guys like us worry about a tiny little thing like the sun. Huh?

Carol, what was that?

Oh, it's that dog.

Don't feed it, it'll just follow you around.

Carol, wait up for me!

Wow.

Did you make this?

Yeah. Yeah.

It's very good.

We were gonna make a whole world like this.

Now, everyone used to come here,

but you know...

you know what it feels like when all your teeth are

falling out really slowly and...

you don't realize and then you noticed that they're really far apart

And then one day...

you don't have any teeth anymore.

Yeah.

Well it was like that.

Alright, put your head right here.

Right here.

And now watch.

Wow. I wish I could live in there.

Yeah.

It was gonna be a place where only things you wanted to have happen would happen.

Yeah.

I guess if that's not going to happen, I'll just probably end up

eating my feet off.

Carol, we can totally build a place like that.

- Really? - We're gonna start with the perfect fort.

And then we're gonna build the city around it.

Because you've gotta be realistic,

I mean, when we started with a perfect fort

and then we're gonna build the underground complex

that's gonna tie everything together.

I like your brain, Max.

Hey! I'm not gonna eat my feet off anymore.

Why?

Max is gonna build a fortress!

Yeah, it's gonna be as tall as twelve of you and six of me.

And only we can get in. We can have an ice cream parlor.

A swimming pool with a bottom that's also a trampoline.

Hey, where were you? We were just here.

And anyone that gets in there that we don't want there

will get their brains cut out. The building will do it automatically.

How does it know which brains to cut out?

Okay, there will be a fake tree but it's not a tree, it's a tunnel.

So anyways, it's not a tree, it's a tunnel,

and it'll lead you into the fort through a compartment.

Ira, do you want to be in charge of the tunnels because you make great holes?

- Wow. Wow. - I don't want my brains cut out!

- This fort's already making me happy. - Does anybody ever hear me?

We'll take care of each other, and we'll all sleep together in a real pile.

- What do you think? - I don't think anything like this ever works, really.

But if it did.... I don't know, I don't know. I don't know anything.

But I do like sleeping in a real pile.

Carol, will you be in charge of building it?

Oh. Uh...

You should definitely be in charge, Carol.

You're the only one who could pull it off.

Yeah, well... You're right, but...

K.W., don't you think that Carol should build it?

Yeah. He's the only one who can.

I build it, if he doesn't want to.

Well...

Really want to do this?

- Oh, yes. - I think it's a perfect idea.

Well, alright if you all want to do it, and you want me,

I'll be honored.

- Judy, you would have been good too. - Yeah.

A little more that way. A little more. Yeah right there.

Yeah!

- How about here? You like it here? - Yeah. Put a mark there.

One more put there and then we can put the other mark over there.

Yeah. A little more this way.

It's five, Carol.

And then seven Douglases across we'll have the other mark.

- What have you been eating? - Rocks.

Rocks? What did I tell you about eating rocks?

- That's six. - You're getting a little paunch.

Hey Douglas.

- Hey, K.W.. - Hey, King.

How about here?

It needs seven Douglases, no more, and no less.

- Seven chubby Douglases. - Hey, Carol.

It's gonna be part castle, part fort, part mountain, and part ship.

We'll have a laboratory so we can build robots to do stuff for us,

our own detective agency, and our own language.

And we'll make a machine that can take our legs off and that way we can float.

Alright, Carol!

You smiled.

You can't deny that was a good idea.

I didn't deny it.

I believe part of that idea was mine.

What part?

The part where I said, "Yeah. Good idea."

I got it! I got it.

I like the tunnel, Ira. Impressive!

Oh! Why thank you, King.

Great beams, Douglas. Strong.

Thanks. They're just the standard beams I always do.

What were you doing with Carol just now?

Just talking.

Oh, a secret, huh?

Well let me ask you something. How does it work around here?

Are we all the same, or are some of us better than others?

You like to play favorites, huh, King?

Ow.

No. I like all you guys equally.

Don't give me that! I can see how it is!

The King has a favorites, that's really cute.

Ow. Stop.

Do you have a favorite color? Hey, can I be your favorite color?

You know what?

You can't do that back to me.

If we're upset, your job is not to get upset back at us.

Our job is to be upset.

If I get mad and want to eat you, then you have to say,

"Oh, okay! You can eat me! I love you! Whatever makes you happy, Judith."

That's what you're supposed to do.

Come on, Max. Let's go get those sticks.

Yeah... okay.

I hope you heard me, King.

Ow.

Yeah, he heard you, Judith. Everyone always hears you.

You think you have power, K.W.? That's not real power.

I'm talking to you!

No. Not you. Still talking to K.W.!

Don't worry about Judith. She's a downer.

Now you figure it out.

Hey, you should talk to Bob and Terry about it.

Come on!

King!

Seriously, they're really smart.

They have the answers to everything.

Hold on, hold on, I'm coming!

Well, what do you think?

This is Bob and Terry.

They love it, when I do this to them.

Bob, Terry, this is the Max,

he's the biter I was telling you about.

Say hi.

Hi.

He wanted to ask you guys some advice.

Go ahead, they're not judgmental.

You mean just ask them?

Yeah.

They say it's better for you, if you can ask the question in seven words.

Um... Okay... Um...

How.

Do.

I. Make.

Everyone.

O. Kay.

Oh, yeah. I didn't think of that.

Wow, they really get to the heart of it, don't they?

Aren't they great?

What if they came and lived with us?

Bob, Terry, why don't you come live with us?

We're building something great!

Oh good! Right Max?

What about Carol?

He's Carol.

I can like him and still be friends with Bob and Terry.

Hey, Douglas!

Hey! Where's Carol?

He's in the fort. Aft section, main chamber.

Carol! Carol! The fort looks great!

Yeah, thanks, we were all working really hard on it.

Where have you been?

K.W. took me to see her friends Bob and Terry.

They really wanna meet you. They may even stay over.

Oh, this is the famous Bob and Terry?

What? K.W. told you about me?

- Hey, guys. - What'd she say?

- Really? - Oh, precious! Little Bob and Terry get carried!

Excuse me. My voice? Oh, thank you!

Thank you. Well, sometimes...

I know. I know. I'm a very lucky man.

Hey. Hey, do you guys know any jokes?

Who's there?

Loud interrupting cow wh--

That's hilarious!

They're amazing, K.W.

Max, what's wrong with the fort?

I though you said it'd be automatic.

What?

I thought you said if anybody got in here we didn't want,

the fort would automatically cut their brains out.

Carol?

Oh, well...

I thought that then, but...

I kinda decided that if we know them, they should keep their brains.

Even if we don't know them that well...

I think you should apologize to Bob and Terry.

I don't apologize to owls. Owls are stupid.

Carol, that's hateful.

Why did you bring them here?

This place was supposed to be for us!

They're not sleeping in our pile!

Gee, you're the best king ever.

You've changed everything.

Hey Carol.

I don't get why she likes them so much.

And I couldn't even understand, what they were saying,

all I heard was squeaking.

I couldn't really understand what they were saying either.

- Really? - Yeah.

Everybody's mad at me.

Is there anything you can do to...

you know...

There's something I like to do, that sometimes makes me feel better.

What is it?

Okay. We're gonna have a war! And we are gonna completely clobber each other!

- Clobber each other? - Yeah, with huge dirt clods.

I used to do it a ton when I was a little kid.

Yeah, we haven't had a dirt clod fight in a long time...

Yeah. It's the best way to have a fun together.

Yeah. Life was simpler back then, with the dirt clods.

- Yeah. - So, who wants to be a bad guy?

Okay. I'll pick one then.

- Okay you're a bad guy. - Yeah, saw that coming.

...And then you're definitely a bad guy.

- What? Ah... Damn. - And you can pick one other.

Ummm... I'm bad... really.

- Okay. We pick you. - No.

No, I can't be a bad guy. I'm the king. I'm a good guy.

I'm a bad guy! I'm a bad guy!

- Okay. You can be a bad guy. - I'm a bad guy!

- Judy, I'm with you. - Yeah. I heard.

And you... uh...

- He's with you. - And am I a good guy?

Yes, of course, you have the best arm.

Hey, where were you?

I'm just making sure, Bob and Terry still have their brains.

- K.W.! - They do.

Hey K.W.! You wanna be on my team? With the bad guys..

No! No-no, no. You're with us. You're a good guy.

Hey, come on. K.W., be a good guy.

Okay. So, you're on my team. You and me and Carol.

Hi, K.W.

So what we are gonna do is we're gonna try to kill the bad guys...

by beaning them in the head with these dirt clods.

We're gonna try to find the biggest pieces...

- You didn't see that coming! - Get out!

- Rumpus! - Yeah. You'd better run!

Oh, Wait! We didn't make the official starting noise!

Alright, come on!

Look out for the bad guys!

We got them pinned down! They can't even move!

- Fire on three! - Okay!

One, two, three!

You guys are gonna...

Wait-wait-wait-wait! I have an idea!

Come out!

No!

Why not?

Ahh, because you're gonna hit us in the head with dirt.

Come out!

Nooo!

Why not?

Because when I said you were gonna hit us in the head with dirt,

you didn't say anything.

That means you're planning to hit us in the head with dirt.

Man, they really have us figured out.

Yeah.

Okay! Let's go!

Charge!

C'mon!

Ira! Get Carol.

Ooh, good shot. I'm gonna get you!

Hey, who threw Richard? He's on our team now.

- Gotcha! - No animals!

Owww! It really hurts. It's hurting!

Yeah! Come on!

- Hey, Douglas. Get the goat. - Okay.

- Knock his legs down. - I got it.

Owww!

That's cheating. I'm not gonna play anymore.

- Alexander come on! Fight with us! - Do it again. - Okay.

That's... That's not fair.

- Are you crazy?! - Alexander you are supposed to get hit, it's a war.

That wasn't fair. Douglas hit me, when I was hurt.

You can't hit someone, when they're hurt.

- I quit. - Get back in here right now.

Alex! Count to ten.

- Things will be better. - Alex, better don't you cry!

If I count to ten then you'll be gone Ira?

- Don't you dare talk to Ira the way I do! - Knock it off!

Owww! That's my eye!

Hey! Come on!

Get out! Now!

Yeah!

Oh! Carol, sorry.

What happened? Somebody stepped on your head?

What are you doing?

What?

You stepped on my head!

What do you mean? It's a war. Douglas just did it.

Yeah but he did by accident. You did it on purpose!

And he didn't step on the face part of my head!

It was a joke.

I was just joking.

Sure you were.

Like you aren't always looking for an opportunity to step on my head.

'Cause that's what you do.

Fine, fine. You know what?

This is exactly why I never don't want to do anything with you anymore.

Go ahead.

Step on my head.

No. Forget it. I'm not going to step on your head

just to make you feel better.

Let's go, Douglas.

Carol, I think you did the right thing,

you know, not stepping on her head.

Thanks, Max. But I'm done.

I don't know, why I came back here.

I'm glad I met you, I guess.

So King. What's going on?

This is how you rule a kingdom? Everyone fighting?

The bad guys feel bad. Hell. Everyone feels bad.

Yeah. I'm still sorta dizzy and my eyeballs feel loose.

Oh can it, Ira. Everyone's eyeballs feel loose.

No!

Max will bring K.W. back. He'll keep us all together.

He has powers. He told us.

Right, Max?

Show us.

Oh, somebody broke the king.

I don't get it.

Oh wait, I do. It's stupid.

I think he's done now.

That's what we waited for?

Carol?

Hi.

Is that from the dirt clods?

Yeah,

it's from when you had Douglas hit me.

I'm sorry about that.

It's okay.

No one really listens to you, huh?

Oh, you've noticed.

Yeah. I guess you're not... used to that being a king and all.

I really messed this place up.

You're not really a king, huh?

You're just regular.

I knew it.

I don't even know if there's such a thing as...

a king who can do all the things you said.

Look,

I don't care,

just don't ever let Carol find out.

Hey, Max.

What's that?

Well, I was thinking we needed a place

where the king is secret.

Like a secret chamber for the king.

Well, I don't understand... What...

Well, you know like a... like a small place.

With a door that's not so big.

I don't know...

I didn't picture it with a secret doors.

What if it were a big place with big secret doors.

That's not really how it would be done.

It's more like... it's like a...

About that big?

Everybody get out here!

Wake up.

Everybody wake up!

And get out of here!

- Ira, what is that? - Everybody wake up!

It's Carol.

Oh, I knew it was gonna happen.

It's all wrong. It wasn't supposed to be like this.

Judith, what's happening right now?

Judith?

Wake up and come out here.

What is it?

Get out here!

It's wrong!

- I can't even look at it. - What is it?

The fort. We gotta tear the fort down.

What?

- It wasn't supposed to be like this. - No, Carol!

You said we were all going to sleep together in a real pile,

and now you want a secret room and K.W. is gone for good

And now I have to worry if the sun is gonna die.

- The sun? - Look at it. It didn't come up!

- It's dead. - What?

- Oh my God! - Dead!

- Carol, stop it! - It's dead! It's dead.

- You're scaring everybody. - It's morning.

The sun's not dead. It's just nighttime.

How do you know? I can't trust, what you say.

Everything keeps changing.

Oh, come on, Douglas. We're ripping it down.

Carol, we're not ripping the fort down!

It was supposed to be a place where only things you wanted

to have happen would happen.

Come on Douglas, do what I tell you.

No! We all live here, not just you.

It's everybody's. It's Judith, and Ira, and everybody.

Oh, finally!

You were supposed to keep us safe.

You were supposed to take care of us, and you didn't.

- Carol. - I'm sorry!

- That's not good enough. - Carol.

You're a terrible King!

- Carol! - What?

He's not our King.

What?

Don't say that.

How could you say that? Don't you dare say that.

There's no such thing as a king.

Don't you say that!

He's just a boy pretending to be a wolf pretending to be a king.

- That's not true! - He's just like us.

- Ahh! Why don't I listen to myself? - No! No!

That's not true!

Look, I just went along with it because I knew you wanted it so much.

- Don't say that! - No! Carol, stop it!

- Carol. - Oww!!

Stop it! What are you doing?

- Carol! - What?

- That was my favorite arm. - Well, I was just holding on to it.

- You pulled away. - What?

- Carol, stop it! - You lied!

- You're out of control! - I am not out of control!

You were supposed to take care of us. You promised.

I'll eat you up!

Come back, Max!

Max!

Max!

C'mon. C'mere.

Get in, get inside!

Get in. Crawl inside my mouth. I'll hide you!

- Hi, Richard. - Max.

- Where is he? - I don't know.

- Where is he? - I don't know!

I can smell him!

I just want to talk to him.

- You're out of control! - I'm not out of control!

- You were going to eat him! - No, no... I wa--

I wasn't going to... I do not know... I just said it.

Am I as bad as he says I am?

Just go away.

I just wanted us all to be together...

Can you believe him?

He doesn't mean to be that way, K.W.

He's just scared.

Well, he only makes it harder.

And it's hard enough already.

But he loves you.

You're his family.

Yeah.

It's hard being a family.

I can't breathe that well in here.

Can you get me out?

I wish you guys had a mom.

I'm gonna go home.

Carol!

Max.

Well... Umm... Yeah.

Yeah.

So whatever happened with you and the Vikings?

Well, in the end, I had to leave.

Why?

I'm not a Viking or a king or...

anything.

So what are you?

I'm Max.

Well, that's not very much, is it?

Hey Max?

Yeah?

When you go home will you say good things about us?

Yeah, I will.

Thanks, Max.

You're the first king we haven't eaten.

Yeah, that's true.

See ya.

Bye, Max.

Bye.

Don't go.

I'll eat you up, I love you so.