♪ ♪ Hey ♪ BOTH: What?

♪ Come over here ♪ ♪ The Cat in the Hat is about to appear ♪ ♪ He's whizzing over to whisk you away ♪ ♪ On a fabulous journey today ♪ He's coming!

♪ And now he's arrived in the Thingamajigger ♪ ♪ The thing that he drives ♪ ♪ He's a cat and he's oodles of fun ♪ ♪ With his hairy helpers, Thing 2 and Thing 1 ♪ Yoo-hoo!

♪ Whoa!

Woo-hoo!

♪ It's the Cat in the Hat ♪ ♪ All of our adventures start like that ♪ ♪ Wherever you're going, wherever you're at ♪ ♪ The Cat in the Hat knows a lot about ♪ ♪ He knows a lot about, he knows a lot about ♪ ♪ He knows a lot about... ♪ Halloween.

(Children laughing) (Wind gusting) (Children laughing) Hey, Sally, check out this spooky spider I made.

Ooh, scary, Nick.

Say hello to Mr. Bones.

(Laughing) I made him out of pasta pieces.

Let's stick them on our haunted Halloween wall.

(Laughing) Move over, Mrs. Cat.

Hope you don't mind spiders, Mr. Bones.

Our decorations look great, Nick.

But there's still one big question.

BOTH: What are we going to dress up as for Halloween?

Whatever it is, nothing too scary.

(Loud cackling) (Both screaming) VOICE: Did someone say "scary?"

NICK: Who said that?

SALLY: It came from inside the dress-up trunk.

Who's in there?

Sally, go open it and see.

Uh, no.

It's on your side of the tree house, Nick.

Okay.

Let's look-- (Gulping nervously) Together.

Oh.

Okay, Sally.

BOTH: On one, two... (Both screaming) Three!

It's the Cat!

The Cat in the Hat.

Whoo, you sure gave us a fright.

I love a good fright, from things that are scary and go bump in the night.

(Laughing) That's why I love Halloween.

With its howlers and shockers and scary fandangles.

Startlers and frighteners and fun from all angles.

(Both laughing) Some fright are fun, because they're pretend.

But real frights are scary, like bumps in the night.

And things that go boom.

I'm frightened by only one thing: not having fun, fun, fun.

Right now, we really need to choose our Halloween costumes.

Because Halloween's tonight, and we have to decide.

Hmm, it's a big decision.

I know.

We can wear the same costumes as last year.

You mean these?

Oh, dear.

Ew!

Lucky for you, I happen to know a lot about Halloween costumes.

You do?

I do, I do.

The very best costumes can be found in only one place.

The ooky-makooky closet.

Ookie-ma-who-gie?

The ooky-makooky closet has the most splendiferous dress-up collection ever.

From extra... large!

To extra small.

The closet has costumes to fit one and all.

BOTH: Whoa!

The ooky-makooky closet sounds great.

Do you really think we'll find the perfect costumes there?

It's where I found my new Halloween hat.

BOTH (Laughing): Oh, Cat.

Now, let's go find the perfect fit for you two.

Your mother will not mind at all if you do.

Mom!

Mom!

Is it okay for us to go with the Cat in the Hat to choose a Halloween costume from the ooky-makooky closet?

WOMAN: Just be home in time for trick-or-treating.

BOTH: We can go!

We can go!

I know, I know!

To the Thingamajigger.

(Both laughing) Happy Halloween.

Are you ready to go trick-or-treating?

Not yet, Fish.

But we will be, as soon as we visit the ooky-makooky closet to choose costumes to dress up in.

Fish do not dress up.

Well, I'm going to be something big and strong.

And I'm going to be something silly and fun.

How about you, Cat?

What will you be?

I can tell you, but then it wouldn't be a surprise.

Anyplace called ooky-makooky sounds like a place I'd rather forget.

Where is this kooky closet, anyway?

Cat?

Cat?

I know it's someplace Halloweeny.

I'm sure if we take a fun-tastical flight, we'll find it sooner or later.

(Laughing) Buckle up!

(Horn honking) Flick the jigger-mawizzer.

(Laughing) (Horn honking) (Trumpets sounding) Isn't this fun?

SALLY AND NICK: Yahoo!

♪ Here we go, go, go, go ♪ ♪ On an adventure ♪ ♪ The Thingamajigger is up and away ♪ ♪ Go, go, go, go ♪ ♪ On an adventure ♪ ♪ We're flying with the Cat in the Hat today ♪ ♪ To find a closet called ooky-makooky ♪ ♪ For Halloween costumes that aren't too spooky ♪ ♪ Here we go, go, go, go ♪ ♪ On an adventure ♪ ♪ Go, go, go, go, go ♪ I can't wait to find the ooky-makooky closet.

So we can dress up for Halloween.

I hope not as anything too scary.

Just the thought makes me shiver.

(Whimpering) Don't worry, Fish.

Besides, costumes aren't real.

They're just scary, good fun.

Aren't you frightened of anything, Cat?

Huh?

Who?

What, me?

(Laughing) Nothing frightens the Cat in the Hat.

Not even on Halloween, the spookiest day of the year?

Especially on Halloween.

I love all things Halloweeny.

It's the one day of the year when all frights are fun.

Eek!

Aah!

Ooh.

Ooh.

♪ Halloween's coming ♪ ♪ It's coming for you ♪ Eek!

Aah!

Ooh.

Beware.

Shockers and scares are everywhere.

♪ Big frights at another night ♪ ♪ We would find alarming ♪ ♪ On Halloween we find quite charming ♪ ♪ Like finger cookies ♪ ♪ And eyebally treats ♪ ♪ That are oozy and goozy but such fun to eat ♪ ♪ Like ghosts and ghoulies ♪ ♪ That go door to door ♪ ♪ Declaring "trick or treat" ♪ ♪ Who could ask for more?

♪ (Groaning) ♪ Zombies and zanies ♪ ♪ And zonkers off zoos ♪ (Cackling) (Both laughing) ♪ Bells ringing ding-dong ♪ ♪ Then dongers go boom ♪ ♪ (All shouting) ♪ Halloween takes you to a place ♪ ♪ Where surprises are in store ♪ ♪ Costumes creepy and candy so dandy ♪ ♪ Till your tummies want no more ♪ Mmm.

Mmm.

Eek!

Aah!

Whoa!

Beware!

♪ Shockers and scares are everywhere ♪ Eek!

Boo!

Aah!

Ooh!

♪ Halloween's coming and it's coming for you ♪ ♪ That kooky, spooky hullabaloo ♪ ♪ Halloween's coming and it's coming... ♪ ♪ For you ♪ (Ghostly cackling) Boo!

(All cackling) You really do love all things Halloweeny.

I do, I do.

Wahoo!

Everyone's frightened of something, and there's nothing wrong with that.

I'll find out what frightens the Cat in the Hat.

(Humming) No.

No.

Hmm.

Ah-ha!

Oh, Cat... need a hand flying the Thingamajigger?

Why, I could use a helping hand right now.

Okay.

(Giggling) Oh!

Oh!

Ooh, ah, not that hits the spot.

Oh!

(Both laughing) Fish, your fake hand trick sure gave us a fright.

It wasn't you I was trying to scare.

Wow, check out those fantastic fall colours.

CAT: They're so Halloweeny.

Halloweeny enough to find the ooky-makooky closet there?

Let's go, go, go, go.

Whee!

(All screaming) Yahoo!

Whoa!

Whoa!

Who doesn't love roller coasters?

(Laughing) (Groaning) Me.

That was awesome!

That was awesome!

Welcome to the spooky-makookie forest.

I remember the ooky-makooky closet was down a dark and twisty path.

It must be this way.

(Predatory birds chirping) Down there?

We can always hold hands, Sally, if it makes you feel better.

Ah, holding hands is a great way to feel safe.

Fish?

Uh, no thanks, Cat.

I have some things to do.

Suit yourself.

(Owl hooting) I'm glad someone's holding my hand, Nick.

Me too, Sally.

Aah!

What?

A scary face!

Trees don't have faces, but they do have wrinkles.

(Laughing) Wrinkly, crinkly tree bark.

Right, Cat?

Hey, where'd he go?

He was right there, beside that scary, shaking bush.

Don't you just love these colourful leaves?

When it gets colder around this time of year, they turn from summer green to red, orange and gold, then start falling from bushes and trees.

(Laughing) I guess that's why they call it the fall.

Maybe spooky-makookie forest isn't so scary after all.

I don't know about that.

(Squeaking) Aah!

Aah!

Don't you love bats?

(Laughing): They're so batty!

Bats?

Whoops, I think we startled them.

Don't worry, Nick.

Bats are really good at flying around things, and flying around people too.

They are?

Whew.

(Bats squeaking) Batty bats are so Halloweeny.

Let's follow these flappy fliers.

Maybe they'll lead us to the closet.

It looks pretty dark and scary in there.

Bats might be good at not bumping into things, but we need to turn on a light to see where we're going.

Good thinking.

Sometimes, places and things seem scary for a good reason.

But no one needs to be afraid of the dark with my super glow-glow miner hats.

You mean it's good to be frightened sometimes?

Fear can be a dependable friend.

It alerts us and helps us keep away from dangerous things, so we don't get hurt.

Hey, this glow-glow keeps flickering.

Your hat would flicker too if it was filled with fireflies.

(Laughing) Come on.

(Water dripping) Gee, even with lights, this creepy place is creepy.

We could dress up in glow-glow hats for Halloween and go home now.

Glow-glow hats are pretty neat.

But wait until you see the ooky-makooky closet.

I don't think it's here, Cat.

And our glow is starting to go.

The fireflies must be getting sleepy.

What if the lights go out and there are monsters in here?

You mean ones that only come out in the dark?

What great imaginations you have.

I've seen many things and I've been many places.

I've met creatures and teachers of all kinds and races.

But I have never met a monster.

Not any?

(Laughing): Not one.

There are no monsters here.

No question, no way.

(Creature snarling) Then what's making that noise?

BOTH: Monsters!

Let's shed some light on this mystery.

(Laughing) Here's your monster.

My old friend, Bruno Bear, (Snoring) who gets very sleepy around this time of year.

(Both laughing) Gee, I guess our minds just made up all that scary stuff.

(Laughing) Oh, he's so cuddly.

(Yawning) Cat, is it time to put on my Halloween costume?

Uh, ahem, there's no rush.

I've been tucked in my with teddy bear before, but I've never tucked in a real teddy bear.

Well, clearly the ooky-makooky closet is not in here.

Shh.

I told Cat that I had things to do.

But I didn't say what.

Time for another Halloween trick.

We'll see who's a scaredy cat.

(Nick and Sally laughing) Oh, hi.

Did you find it?

The ooky-makooky closet must be someplace else.

Oh, what's this?

Search me.

BOTH: What could it be?

What could it be?

Let's see, let's see.

"Happy Halloween to the Cat in the Hat."

(Laughing): How marvellous.

Open it.

Go ahead.

(Both screaming) BOTH: A big, scary spider!

(Laughing) It's hard not to giggle.

Those scary legs tickle.

(All laughing) Oh, I guess the Cat's not frightened of big, scary spiders either.

Ah, more twisty path ahead.

Maybe the ooky-makooky closet is this way.

Howdy, folks.

Welcome to my corn maze.

Imagine that.

A maze cut out of a field of corn.

How Halloweeny.

Halloweeny enough to find the ooky-makooky closet inside?

Pardon me, sir, but is there a closet in there?

Hmm.

There are lots of twists and turns, but a closet?

A twisty, turny place sounds like a fun place to be.

BOTH: Let's go see, let's go see!

Okay, okay.

Stay close to me, kids.

(Both laughing) NICK & SALLY: Twist and turn, and turn and twist.

(Laughing): Boo!

Isn't this corn maze "amazing"?

(Laughing) (Whistling) Hello.

Can you tell me the way to the ooky-makooky closet?

Is it this way or that?

(Laughing): That's not a person, Cat.

A scarecrow's head is full of straw.

They're for scaring away crows and other birds that eat crops.

Hmm, not very scary.

But then, I'm not a bird.

I'm a cat.

A Cat in the Hat.

And I always know which way to turn.

(Whistling) (Laughing) We're sure to find the ooky-makooky closet just around the next turn.

Uh-oh.

Did I say this turn?

I was... so wrong.

I meant the next one.

That old dog was right.

This is the twistiest, turniest, corny corniest amazing maze ever.

Hello, hello.

Good to see you again.

No, it isn't.

It means we're going in circles.

Which means... Oh, no.

We're lost.

Don't worry.

We may have lost our way, but we've not lost each other.

We'll find a way out.

I sure hope we do, or we'll miss Halloween.

Halloween?

What if we never get out?

The corn's much too high to see over.

When you're lost in a maze and don't know what to do, who better to call than Thing 1 and Thing 2?

(Whistling) (Whimpering) Hello!

Hello!

(Both panting) That whistle means just one thing.

The Cat in the Hat needs your help.

Go, Things, go!

Whoo-hoo!

Yeah!

(Both panting) Ooh.

Hello!

Hello!

What's that?

You're looking for someone big and tall, with whiskers and a hat?

Yeah, yeah!

I won't leave you twisting and turning.

He went in there with two friends.

Didn't come out, though.

(Shuddering) Poor Mom and Dad.

They're going to miss me so much.

SALLY: Cheer up, Nick.

I think we're about to be found.

ALL: Over here!

(Both chattering) Go-go jumpers.

How cleaver.

Awesome!

(Snoring) (Nick and Sally laughing) Hmm?

Golly willickers.

When we jump up high, we can see our way out.

Race you, Sally.

(All chattering) Golly.

Gee whiz.

Wahoo!

Yeah!

Getting lost is no fun.

But getting unlost is fun-tastic.

And when you're frightened, it never hurts to call someone you trust to come and help you out.

Did you folks find what you were looking for?

The ooky-makooky closet is not in the corn maze.

But we're much closer to finding it.

We are?

Most certainly!

(Laughing) Now we know two places it's not.

To the Thingamajigger.

Two down, and every other fun place to go.

Aren't you a bit scared we might not find the ooky-makooky closet in time for Halloween?

Nothing scares me.

I'm the Cat in the Hat!

We'll see about that.

Time for my next Halloween trick.

(Laughing) (Phone ringing) Hello?

Hello.

Cat speaking.

(Roaring) Aah!

(Giggling) Sorry, wrong number.

There are no monsters here.

But here's something for you.

(Foghorn blaring) Aah!

(Groaning) Hold on to your hats, everyone.

Looks like things are going to get bumpy and boo-y!

Huh?

Aah!

(Laughing) (Thunder crashing) Cat, you know how some frights are fun?

Uh-huh.

And how some keep you safe or remind you to ask for help?

Uh-huh.

Well, this one feels like a warning to go home!

Cat, Nick finds thunder very, very frightening.

(Thunder crashing) ♪ Things we don't know about ♪ ♪ Can seem very scary ♪ ♪ So very, very wary ♪ ♪ Make us feel frightened ♪ ♪ But you'll soon discover when I tell you ♪ ♪ Thunderstorms are electrifying ♪ (Thunder crashing) ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Flash goes some lightning, followed by a boom ♪ ♪ Rattle up your windows and shake up your room ♪ ♪ But it's all part of the amazing way ♪ ♪ The thunder and lightning like to play ♪ Here's a little rain cloud about to pop.

BOTH: Pop.

It's a force of nature you cannot stop.

♪ Boom ♪ ♪ Bang ♪ ♪ Rumble ♪ ♪ Bright bolts of lightning shoot out of the blue ♪ ♪ But that's not all those blue flashers do ♪ ♪ They release energy when there's a bundle ♪ ♪ And that's why some rain clouds ♪ ♪ Go boom, bang, rumble ♪ ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Flishy-flash-flash ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ ♪ Boomer-boom bang-bang ♪ ♪ Rumble, bang, boom ♪ ♪ Boom ♪ (Laughing) (Thunder crashing) NICK: That was great.

Thunder can't hurt me.

It's only rumble and boom.

And without lightning around, you won't hear any soon.

(Laughing) Do you know any more thunder games?

I most certainly do.

How do you play?

It's really quite simple.

When you see a flishy-flash flasher, start counting.

(Lightning crashing) One, one thousand.

Two, one thousand.

(Thunder booming) When you hear the boom, stop counting.

And when you see the next flash, start counting again.

Flishy-flash flashers.

One, one thousand.

Two, one thousand.

Three, one thousand.

(Thunder booming) Hey, it was longer that time.

Which means the storm is moving away.

Aww.

I don't think you'll have a problem with thunder again, Nick.

You've been very brave.

Even though I was frightened?

Because you were frightened.

You can't be brave unless you're afraid.

Facing fears make heroes of us all.

Now let's go find that ooky-makooky closet.

(Cat cackling) Hey, look at that.

It's a pumpkin patch.

(Gasping) FISH: Pumpkin patches are very Halloweeny places.

Just the sort of place you might find the ooky-makooky closet.

What?

Huh?

I...

I don't-- I don't think so.

No, no, no, no, no.

I don't think so at all.

In fact, a pumpkin patch is the last place to look!

How come?

Yeah, how come?

Because, um, I...

I just remembered!

Oh, yes!

Where to find the ooky-makooky closet is at my good friend Bubbles Beeterbom's place.

Why didn't you remember before?

I must have been keeping it under my hat, along with so many other things.

(Both laughing) (Horn honking) Bubbles' house is not far.

Oh, boy.

I can't wait to check out the ooky-makooky closet.

Which one is Bubbles' house?

Can't you tell?

It's the ookiest, kookiest Halloween spookiest house around.

(Crow cawing) The ooky-makooky closet's in there?

Where else?

Follow me.

Cat might not be frightened of ookie-kookie houses, but ooey-gooey green slime is sure to make him jump.

(Giggling) Uh-oh.

(Cat laughing) Oh, this is so exciting.

Ooey-gooey green slime.

It's so Halloweeny.

(Laughing) NICK: Bubbles' place looks just like a kooky carnival fun house, only for real.

More ooky than kooky.

What's this?

Nobody home.

"Please let yourself in.

The key's under the mat.

Especially if you're the Cat in the Hat."

(Laughing) Bubbles Beeterbom.

Leaving a key under the mat is not very safe.

That all depends on how many mats you have.

(Laughing) Whoa.

Which one is it under?

There's only one way to find out.

(Laughing) Not here.

(Laughing): Or here.

Maybe here.

SALLY: I'll check over here.

Not here.

Hmm.

SALLY: Maybe here?

Not here.

Try this one right here.

(Both laughing) There it is.

We found it.

Yay!

Uh-oh.

It's even more spooky on the inside.

Maybe this isn't a fun house after all.

Whoa!

Check out these mirrors.

They make you look kooky.

I think you mean ooky.

Ooky-makooky.

(Laughing) Look at you!

(Cackling) (Loud rustling) (Gasping) What's that rustling noise?

(Metallic creaking, tapping) And tapping!

Ohh!

Didn't you hear that?

Hear what, Sally?

Never mind.

Aw.

Bubbles must love Halloween.

Her place looks so Halloweeny.

Eww.

These cobwebs aren't decorations.

They're real.

Real dust and cobwebs?

Awesome!

(Loud creaking) (Gasping) Huh?

Hey, Nick, I think something's behind us.

Yes.

You.

Come on, slowpoke.

Do you get the feeling we're not going anywhere?

That's because we aren't.

This kooky old house is full of surprises.

(Loud creaking) And creepy sounds too.

Maybe we'll find the ooky-makooky closet in here.

(Both screaming) It's only moths.

Moths did that?

Well, their babies do.

Some types of cloth contain nutrients that help baby moth larvae to grow.

I sure hope we find the ooky-makooky closet before the moths do.

It must be through one of these doors.

(Creaking) Oh... oh... Aah!

Okay, you must have heard that.

(Gasping) Nick?

Cat?

Fish?

Where are you?

Aah!

Have no fear.

The Cat is here.

Sally, are you okay?

I thought you were right behind us.

We didn't mean to frighten you.

You didn't, but this ooky-makooky house sure did.

It's full of strange noises.

What noises?

Sighs.

Groans.

Whispers.

And a door slammed shut all by itself too.

You mean Bubbles' house isn't a fun house?

It's a haunted house?

Let's get out of here.

There's that wonderful imagination again.

Bubbles wouldn't let anything harmful into her house.

We mustn't let fear stop us from having big fun.

That's not the way to get big things done.

There's a way to stop things from sounding so scary.

There is?

You just need the right tools.

♪ What's that bump in the night ♪ ♪ That gives you a fright?

♪ ♪ That creak in the stair that raises your hair ♪ ♪ These things can be beat with a few simple tools ♪ ♪ As long as you follow ♪ ♪ This one simple rule ♪ ♪ Take charge ♪ ♪ And fix it ♪ ♪ Open windows, slammed doors ♪ ♪ And creak-creakers mean fixing floors ♪ ♪ Take charge ♪ ♪ And fix it ♪ ♪ Fix it ♪ To stop whispers and sighs, a cap on your chimney is really quite wise.

♪ Take charge and fix it ♪ (Hinges creaking) And that scary old door?

A few drops of oil, and it's scary no more.

♪ Take charge and fix it ♪ ♪ That rustling rustle and tappy-tap-tap ♪ ♪ Means it's gardening time, it's as simple as that ♪ ♪ Take charge ♪ ♪ And fix it ♪ ♪ It's fun to do ♪ ♪ And it will make it less scary for you ♪ (Laughing) ♪ Take charge ♪ ♪ Take charge ♪ ♪ Oh, take charge ♪ ♪ Take charge ♪ ♪ Take charge ♪ ♪ Take charge ♪ ♪ And fix it ♪ (All laughing) So all those scary sounds I heard came from the wind playing tricks.

A few simple fixes stop wind blowing through floors.

They could make your house sing and sometimes slam doors.

Plus it saves on heating bills.

Things aren't nearly so scary once you know how to fix them.

I think you're very brave.

Even though I was frightened?

Because you were frightened and fixed it.

You can't be brave...

BOTH: Unless you're afraid!

(Both laughing) (Loud thump echoing) (Both gasping) What was that?

(Footsteps thumping) We fixed everything, so it can't be the wind.

Maybe there really is a ghost.

It is Halloween.

I guess I'm very brave, because I'm very afraid.

(Footsteps) Hello!

Bubbles!

Beeterbom!

Well, hello.

I see you got my note and let yourself in.

I was out buying buttons to sew on my new coat.

Do you like it?

We do, we do.

And your hat too.

Oh, my.

This just won't do.

The Cat has a hat, and so do I.

Now let's find some that are just right for you.

Sally, pom-pom doodles are in.

A warm winter hat?

Yes.

Bubbles is a great haberdasher.

Gesundheit!

Gesundheit!

Thank you, but I did not sneeze.

A haberdasher is someone who makes hats.

Oh, a fluffy sun hat.

You got to have one of those.

Oh, a home run with this hat.

Thanks, Bubbles.

But we're not looking for hats.

We're looking for the perfect costumes to dress up in for Halloween.

Why didn't you say?

My ooky-makooky closet is chock-full of costumes and clothes.

(Laughing) Hip, hip, hooray.

Right this way.

I mean, right this way.

(Laughing) Whee!

Yahoo!

(All shouting excitedly) Boing, boing!

(All laughing) (Cat cackling) Whoa.

Oh, hi.

Hi, bye.

(Nick and Sally laughing) Right this way.

(Laughing): Going up?

Bubbles' house isn't so ooky.

But it's still definitely kooky.

(Dinging) Your house is very mothy, Bubbles.

(Laughing) That's why I keep all my costumes and clothes safe in here.

The ooky-makooky closet.

We found it!

Open it, please!

Ta-da!

(Laughing) BOTH: Huh?

It gets better.

(Laughing) Amazing.

Wow.

One size fits all.

Look at that.

It's so cool.

(Giggling) (Both laughing) Welcome to my closet.

I have every costume you can imagine.

And some you cannot.

(Laughing) Bubbles has costumes that are historical.

Ta-da!

And zoological.

(Both laughing) She has costumes that are botanical.

Loves me.

Loves me not.

Whoo-hoo!

Cha-ching.

Hmm.

Numismatical.

(All laughing) Isn't this a blast?

Astronomical.

Come on, let's split.

And comical!

(Laughing) (All laughing) Bubbles is quite the quick change artist.

So, what'll it be?

I want something that silly and fun.

I want a costume that's big and powerful.

Like this tiger costume.

Try it on for size.

Ta-da!

(Laughing) It's a perfect fit.

Yeah, but it feels kind of funny.

What do you mean?

Roar!

Oh!

What happened to Nick?

He's become a big cat.

And there's nothing wrong with that.

Oh, I forgot to mention, my costumes are such a good fit, it's quite easy to forget who you are.

You mean you become your costume?

Oh, you bet your bippy.

(Laughing) (Whimpering) Nice kitty.

Nice kitty.

Good kitty.

Non-pouncy kitty.

Hold that tiger!

Roar-- (Laughing) Huh?

Nick!

Are you okay?

That was awesome!

I felt like a real tiger.

Oh, we'd better choose our costumes carefully.

♪ What'll you be?

What'll you be?

♪ ♪ There's lots to choose from, that you can see ♪ Oh, you know it!

♪ From big and strong ♪ ♪ To silly and fun ♪ ♪ There are costumes here for everyone ♪ (Roaring) (Laughing) (All gasping and laughing) ♪ What'll you be?

What'll you be?

♪ ♪ Let your imagination run free ♪ Yay!

♪ A jumping, jiving jangaroo ♪ ♪ Is that the one that's right for you?

♪ (Laughing) I think so.

♪ What'll you be?

What'll you be?

♪ ♪ Let your imagination run free ♪ (Horn honking) ♪ There really aren't ♪ ♪ So many days ♪ ♪ You get to dress up ♪ ♪ In so many fun ways ♪ No, no, no, no, no.

Isn't that the truth?

CAT: Ooh!

Oh, that's a good look for you.

BUBBLES: Fabulous.

FISH: Work it.

CAT: Oh, I love that!

Lime limes.

FISH: You go, guys.

(Camera shutters clicking) Isn't that lovely?

This one!

That one?

Something shmancy.

That one?

This one.

Do you fancy?

(Giggling) (Cat cackling) ♪ What'll you be?

What'll you be?

♪ ♪ I can't wait, can't wait to see ♪ ♪ Whatever you choose, I'm really keen ♪ ♪ To see what you'll be for Halloween ♪ (Laughing) Bubbles' costumes are all so great.

We can't decide.

How about a race car driver?

I've always wanted to go zoom.

(Engine rumbling) Huh?

Aah!

(Shouting in dismay) Oh, no.

How do you drive this thing?

Fishbowls don't have steering wheels or brakes to slow down!

Yikes!

Whoa!

Fish is zooming out of control.

When things get too zoomy, there's just one thing to do.

Whistle real loud for Thing 1 and Thing 2.

(Whistling) (Both giggling and chattering) (Fish screaming) (Giggling) Hello.

Hello.

Aah!

Whoa!

(Blowing whistle) Ooh.

(Laughing) (Groaning and sighing) So, what'll you be?

What'll you be?

Hey, how about we both dress up as astronauts for Halloween?

That's a great idea, Sally.

Oh!

Awesome.

(Laughing) Hold on.

You're not cleared for liftoff.

Oh, my.

This is the best costume ever.

Okay, this might be a problem.

Okay, that's a problem.

A little help here.

Hold on, Nick.

I'll save you.

You'll need a lifeline to pull you back in.

I always have string in my hat.

Only, I emptied it out earlier.

Oh, that's okay, Cat.

You can use my new coat.

How can a coat help?

I knit-knitted it from one big ball of wool.

But your beautiful coat?

(Tongue rolling) Thanks, Bubbles.

NICK: Help!

A little help up here?

Hang on, Nick.

I'll save you.

(Grunting) (Screaming) Got you.

Don't be afraid, Nick.

I won't let you go.

Time to reel them back in.

(Grunting) Yahoo!

Yay!

(Laughing) Thanks for rescuing me, guys.

Sorry about your coat, Bubbles.

Oh, that's okay.

I'll simply knit-knitted myself another.

I can make exactly what I want, and it's such fun.

(Humming) (All laughing) That does sound like fun.

Sally, how about we make our own Halloween costumes?

That's a great idea, Nick.

We got lots of cool costume ideas from the ooky-makooky closet.

And you can make them just the way you want.

Spook-tacular.

(Laughing) But we'll have to hurry back to make them in time for tonight.

You must promise to come back and show me some other time.

BOTH: We promise.

(Air growling) What was that?

Look!

Two giant moths.

We must have let them in.

Bubbles' costumes.

We've seen what teeny tiny moths can do to clothes.

Two great, big ones could eat the whole ooky-makooky closet.

Wait.

Those aren't real moths.

It's Thing 1 and Thing 2 in a couple of moth costumes.

Phew!

The Cat didn't tell them not to dress up.

(Both laughing) (Gasping) But remember whose costumes they are.

Those mothy things think they're real.

Help!

Help, Cat, help!

Moths!

(Tango music playing) (Laughing) How can you dance at a time like this?

There's always time to dance.

(Laughing) Aren't you frightened the Things will eat all of Bubbles' clothes?

Remember, only baby clothes moth larvae eat clothes.

The grownups just flip and flap, and are not very good fliers.

Grown-up moths don't eat clothes?

So there's nothing to be frightened of.

Now we know about moths.

(Things yelping) Sometimes things just seem scary because we don't know enough about them.

Once you know more, they're not scary at all.

(Howling) Maybe that's why the Cat in the Hat never gets frightened.

He knows a lot about...

BOTH: Everything!

(Indistinct chattering) Wasn't that fun?

Oh, well, it's not every day I get to dance with the Cat in the Hat.

(Giggling) Thanks for showing us the ooky-makooky closet, Bubbles.

(Laughing): Anytime.

Now, I must get knit-knit-knitting if I'm to make my new coat.

And we have to get home to make our Halloween costumes.

To the Thingamajigger.

Whoo-hoo!

Thanks, Bubbles.

(Elevator dinging) Toodles.

Knitty needles.

CAT: Yahoo!

Can Nick and Sally be right?

Is the Cat in the Hat really not frightened of anything.

Even on Halloween?

Just got to find out.

Hello?

Special delivery?

(Bird squawking) Special delivery for the Cat in the Hat.

For me?

BOTH: What could it be?

What could it be?

Let's see.

Let's see.

(Ghastly groaning) Aah!

Ghosts!

Don't you just love them?

Ghosts are so spirited.

(Cackling) What's a fish got to do?

Even my trick ghosts can't scare Cat.

(Gasping) Fish, you've been trying to frighten the Cat in the Hat?

Yeah.

It was me.

I'm sorry for playing tricks on you, Cat.

Why, I love tricks, especially at Halloween.

Those tricks were a treat.

Nice try, by the way.

But nothing frightens me.

I'm the Cat in the Hat.

Can't argue with that.

Hey!

There's that pumpkin patch again.

What do you say we stop at one more place before home?

(Both chattering) You know, it's-- It's getting so late.

Nick and Sally still have costumes to make, so let's not.

There's time.

There's time.

And you can't really have Halloween without making pumpkins into scary jack-o'-lanterns.

(Both laughing) Oh, well... (Gulping) Super-duper, then.

Looks like there's nothing stopping us.

Well, I'll be.

You're frightened of pumpkins.

Who, me?

Pumposterous!

I'm the Cat in the Hat.

I'm not frightened of anything.

It's okay if you are, Cat.

Everyone's frightened of something.

Okay, it's true!

If there's one thing of which I'm incredibly wary, it's those pumpkin-faced jacks!

They're so terribly scary.

Cat, we know what it's like to be frightened of something.

And we also know the best way to get over it.

You mustn't let fear stop you from having big fun.

That's not the way to get big things done.

It's time you learned a lot about pumpkins.

Okay.

That sounds like fun.

Cat, land here.

Look at all these pumpkins.

(All cheering) (Whimpering) The first thing to do at a pumpkin patch is choose the perfect pumpkin for you.

(Things chattering) There's so many different shapes and sizes.

Don't worry, Cat.

We'll help you choose.

♪ Pick a pumpkin, pumpkin pick ♪ ♪ Pick a pumpkin, pick one quick ♪ ♪ When picking pumpkins to take home ♪ ♪ Pick one that you'll call your own ♪ ♪ When you're at a pumpkin patch ♪ ♪ Pick one that's the perfect match ♪ ♪ For all the things you want to do ♪ ♪ Like carving faces that go "boo" ♪ ♪ Or painting faces that are cheery ♪ ♪ Not all pumpkins must be eerie ♪ ♪ Pick a pumpkin, pumpkin pick ♪ ♪ Pick a pumpkin, pick one quick ♪ ♪ Just pick out a pumpkin that's right for you ♪ ♪ For carving, pick a big, round pumpkin ♪ ♪ For painting, pick a funny fumpkin ♪ ♪ For cooking, pick a yummy yumpkin ♪ ♪ Go on, go on, pick a pumpkin ♪ ♪ Pumpkin, fumpkin, yumpkin, pumpkin ♪ ♪ Pumpkin ♪ (Both laughing) ♪ Pick a pumpkin, pumpkin pick ♪ ♪ Pick a pumpkin, pick one quick ♪ ♪ Pick a fumpkin, pumpkin pick ♪ ♪ Pick a pumpkin, pick one quick ♪ ♪ Pick a pumpkin, go on and try ♪ ♪ Or maybe yummy pumpkin pie ♪ ♪ Pick a pumpkin, pumpkin pick ♪ ♪ Pick a pumpkin, pick one quick ♪ Now that I know all about pumpkins, I can say I've been a pumpkin bumpkin.

Pumpkins are not scary at all.

(Roaring) Aah!

Oh!

But jack-o'-lanterns?

Aah!

Just when the cat was coming around.

CAT: Well, look at those upside-down smiles.

(Laughing) Hmm?

There's nothing here of which I need to be leery.

These pumpkin-faced jacks are really quite cheery.

(Both laughing) Thank you for helping me turn my fear upside down.

Time for me to pick a pumpkin.

(Laughing) BOTH: Whoa!

Ta-da!

Wow.

(Laughing): Now that's a pumpkin.

Perfect for turning into a fabulous jack-o'-lantern.

Huh?

Well, I'll be.

(Things laughing) It's a cat-o'-lantern.

(Laughter) BOTH: Let us see!

Let us see!

Yay!

Aren't pumpkins the greatest?

(Cackling) You have your fumpkins.

(Both laughing) And I have my pumpkin.

(Muffled dialogue) Everyone has the perfect pumpkin for them.

Including me!

(Cackling) Time to get you home so you can make your Halloween costume.

ALL: Yahoo!

♪ NICK: We're home.

Thanks for taking us to find the ooky-makooky closet, Cat.

There's just enough time to make costumes before trick or treating.

But you haven't said what they are.

What'll you be?

What'll you be?

It's a Halloween surprise.

You'll have to wait and see.

Oh, I love surprises.

But give me a clue!

Oh, come on!

I love clues.

Are they historical?

Zoological?

Comical?

Astronomical?

Will they be scary and a little bit frightening?

Cat, it's a surprise.

And no peeking.

(Both laughing) Come on, Sally.

Meet you back here later.

In our Halloween costumes.

So, what do you want to be for Halloween, Nick?

Something big and powerful.

I want to be something silly and fun.

Yes, but what, exactly?

Oh, it's so hard to choose.

Maybe our Halloween wall will give us an idea.

NICK: Spiders are cool.

SALLY: And Mr. Bones is fun.

I guess.

What would Bubbles say?

We saw so many things to dress up as in the ooky-makooky closet.

Maybe we'll find something in the dress-up trunk.

Yeah!

Aah!

What'll you be?

What'll you be?

I can't wait, can't wait to see.

Cat!

You'll spoil the surprise.

(Cackling) I just know they're going to be spook-tacular.

(Laughing) Oh, the Cat is expecting great costumes, Sally.

What if we choose the wrong ones?

What if we can't decide in time for Halloween?

We mustn't let fear stop us from making our costumes and having big fun.

Yeah, that's not the way to get big things done.

It's time to take charge and fix it.

Say, that gives me an idea.

I know what I'll be.

You do?

What is it?

Something I was frightened of before, but I'm not anymore.

Something you were frightened of before, but are not anymore?

That's a great idea, Sally.

I know what I'll be.

I know what I'll be.

I can't wait, Nick.

Can't wait to see.

♪ Huh?

See you.

(Laughing) (Laughing) (Giggling nervously) (Both laughing) NICK: Are you ready, Sally?

SALLY: Ready, Nick.

On three.

One, two, three.

(Gasping) BOTH: Wow!

Great Halloween costume.

Thunderclouds are big and powerful.

And nothing's sillier than a haunted fun house.

Check this out.

(Electricity humming) Flishy-flash flashers.

Rumble, bang, boom.

You can't have thunder without lightning.

Look at what my costume can do.

Let's go, go, go.

(Both laughing) I can't wait to show off our Halloween costumes to the Cat in the Hat.

Me too.

(Maniacal laughter) Good evening.

(Both laughing) I thought Fish don't dress up.

I used to find costumes scary, but maybe I've been missing out on big fun.

Well, we know who you are.

That's right.

I'm Count Fishula.

(All laughing) And the Things are still pumpkin heads.

(Both laughing) But where's the Cat in the Hat?

What'll he be for Halloween?

Why, the only thing I can be.

Ta-da!

The Cat.

The Cat in the Hat.

Look at that.

(Cackling) What wonderful costumes you made.

Bubbles would be so proud.

We decided to be what we were afraid of before.

But aren't anymore, because we know a lot about them.

They're the best costumes I ever saw.

And I've seen quite a few.

And so have you.

We simply must send Bubbles a photo.

Everyone say "ooky-makooky."

ALL: Ooky-makooky!

(Camera shutters clicking) (Cat cackling) Bubbles will love it.

The very best Halloween treat.

And speaking of treats, let's go, go, go trick-or-treating.

(All cheering) (Snapping fingers) ♪ Halloween, Halloween is here ♪ ♪ It's the kookiest time of year ♪ ♪ Halloween, Halloween has come ♪ ♪ There'll be lots of frights before the night is done ♪ ♪ It's been a scare-tabulous day ♪ ♪ And now it's time to say ♪ Trick or treat!

BOTH: Trick or treat!

♪ To all our friends up and down the street ♪ ♪ Come, little monsters ♪ ♪ In costumes galore ♪ ♪ Who go trick-or-treating from door to door ♪ ♪ Trick-tastic houses ♪ ♪ Decorated scarily ♪ ♪ Full of lots of frights and sights ♪ ♪ To shock us gleefully ♪ (Doorbell ringing) (Both gasping) Trick or treat!

Trick or treat!

Trick or treat!

Trick or treat!

Treat or trick.

(Both laughing) ♪ Halloween, Halloween is here ♪ ♪ It's the kookiest time of the year ♪ ♪ Halloween, Halloween is here ♪ ♪ The funnest night ♪ ♪ Of the year ♪ Yeah!

(Laughter) Wow, check out all our treats, Sally.

I can't wait to sort them out, Nick.

CAT: Me too.

(Grunting) Whew.

Good thing cats do not have a sweet tooth.

(Both cheering) But Thing 1 and Thing 2 sure do.

(All laughing) BOTH: It's been the best Halloween ever.

I got to say, dressing up's fun.

Especially when you make your own costume.

There's just one thing more, Fish.

What's that, Cat?

It's a secret.

Come closer.

(Giggling) Closer.

(Honking horn) (All laughing) (Sighing) That was frightful, I know.

(Laughing) But Halloween tricks are such fun.

ALL: Happy Halloween, everybody!

(All laughing) (Honking horn) ♪