- Princess of Pure Reason: Never feel badly about making mistakes, as long as you take the trouble to learn from them.
- Princess of Sweet Rhyme: Because often you learn more by being wrong for the right reasons...
- Princess of Pure Reason: -than you do by being right for the wrong reasons.
- Tock: [singing] Time is a gift, given to you, given to give you the time you need, the time you need to have the time of your life.
- Milo: That was a very beautiful sunset, sir.
- Chroma the Great: Why, thank you my boy. I've only been practicing since the world began, someday I'll get it just right, hmm?
- Humbug: A slavish concern for the composition of words is the sign of a bankrupt intellect. Be gone, odious wasp! You smell of decayed syllables.
- Officer Short Shrift: Where were you on the night of July 25th?
- Milo: July 25th? What's that got to do with it?
- Officer Short Shrift: Do with it? It's my birthday! Boys are always forgetting people's birthdays.
- Whether Man: Whether or not you find your way, you're bound to find some way. If you happen to find my way, you will return it, will you?
- Humbug: Could you show us the biggest number there is? That will give him something to figure out.
- The MathemaGician: Very well, Sir Humbug. What's the biggest number you can think of?
- Humbug: 9,999,999,000,999 and... nine tenths!
- The MathemaGician: Very good. Now add one to it.
- Humbug: Add one?
- The MathemaGician: Now, add one to that. Add one again. Add one again. Add one again. Add one again.
- Milo: But he'd never be able to stop that way.
- The MathemaGician: Never, for the number you hope for is always at least one higher than the one you had, and that's so large that if you started saying it yesterday, you wouldn't finish until tomorrow.
- Milo: Everything's a big waste of time. When I'm in school, all I want to do is be out. When I'm not in school, I want to be someplace else. If only something could happen sometime. What's the use of subtracting turnips from turnips, or carrying a three, or knowing how to spell 'Feb-uary?' 'Feb-RU-ary.' Everything seems so impossible. Everybody says it's such a big, wonderful world. How come it seems so small, and kind of empty? There's no rhyme or reason to any of it.
- Faintly Macabre: When Rhyme and Reason were banished...
- Milo: Rhyme? And Reason?
- Faintly Macabre: Yes Milo. When the two kings had their terrible quarrel. When King Azaz insisted that words were far more important than numbers, and hence his kingdom was truly the greater. And when the Mathemagician claimed that numbers were much more important than words, and hence his kingdom was supreme, why then naturally the asked the princess of Sweet Rhyme and the princess of Pure Reason to settle the question.
- Milo: And what did they decide? What is the most important - words or numbers?
- Faintly Macabre: The princesses decided that words and numbers are of equal value.
- Tock: In the cloak of knowledge, one is the warp, and the other is the 'Woof!'
- Faintly Macabre: But you see Milo, this decision infuriated the two kings. And they banished the princesses to the Castle in the Air. And I was thrown into this dungeon.
- Tock: You must forgive me, but you see, it's traditional for watch dogs to be ferocious.
- Milo: I thought you were just great, but are you sure it's all right to leave those Lethargians back there alone?
- Tock: Oh, I don't just watch Lethargians. I watch boys too. And right now, I'd say you needed a watch dog. And anyway, I just love automobile rides!
- Milo: Very pleased to have you along. My name is Milo.
- Tock: Milo? That's a strange name for a boy. My name is Tock.
- Milo: Isn't that kind of a strange name for a dog?
- Tock: Oh, no. How many names can you give a watch dog? Actually, my name is Tick Tock, but my friends call me Tock.
- Milo: May I call you Tock? It's about time I had a friend.
- Tock: It's about time? But time is your friend!
- Spelling Bee: Please do not be alarmed. A-L-A-R-M-E-D, alarmed. I know that boys are often afraid of bees. B-E-E-S, bees. But let me assure you my intentions are peaceful. P-E-A-C-E-F-U-L.
- Milo: And you don't sting?
- Spelling Bee: Sting? Oh, I can sting, but I don't. But I can spell anything. A-N-Y-T-H-I-N-G.
- King Azaz: You couldn't have one fine day without the day, could you? You couldn't have tea for two without the tea, could you? You couldn't have three blind mice without the mice, could you? So you see, Milo, words are really very valuable things.
- The MathemaGician: You couldn't have one fine day without the one, could you? You couldn't have tea for two without the two, could you? You couldn't have three blind mice without the three... so you see, numbers are the four, five, six, seven, eight wonders of the world!
- Milo: Look! You can't arrest me. I haven't been doing anything.
- Officer Short Shrift: Not doing anything, eh? You'll have to admit at your age that's a crime.
- Officer Short Shrift: I should have known. It's you! Guilty of sowing confusion, upsetting the alphabet cards...
- Milo: Apple cart.
- Officer Short Shrift: Correcting an officer, wreaking havoc, mincing words, having a dog with an unauthorized alarm...
- [Tock barks at Short Shrift]
- Officer Short Shrift: And illegal barking.
- The Tollbooth: Results are not guaranteed, but if not perfectly satisfied, your wasted time will be refunded.
- Milo: You'd better be very careful, Ma'am. There's a witch around here somewhere.
- Faintly Macabre: Well of course there is. I am she. Faintly Macabre, the not-so-wicked Which. There, you see? "Official Which, Kingdom of Wisdom."
- Milo: Oh, a 'Which.' Like the Whether Man.
- Faintly Macabre: Of course! The Whether Man is my brother. At least he used to be. I don't know whether he still is, I haven't seen him in years.
- King Azaz: I seem to have a touch of indigestion.
- Milo: Perhaps you've eaten too much too quickly.
- King Azaz: To be sure, too much to quickly. I most certainly haven't eaten too little too slowly, or too much too slowly, or too little too quickly, or taken all day to eat nothing or, eaten everything in no time at all...
- Milo: But wouldn't that be just as bad?
- King Azaz: You mean 'Just as good.' Things which are just as bad also are equally good. Try to look at the bright side of things Milo.
- King Azaz: Here, in this bag, are all the words and ideas I know. With them, you may ask all the questions which have never been answered, and answer all the questions which have never been asked. All the great books of the past, and all the ones yet to come are in that bag. Go now, but remember: Use these words well, and there is no obstacle you cannot overcome.
- Milo: This is crazy. Here I am driving down a street I've never seen to a place I've never heard of.
- Officer Short Shrift: You'll find it quite pleasant down here.
- Milo: Isn't it a little dark?
- Officer Short Shrift: Of course it's dark. Dungeons are always dark. If they weren't, they wouldn't be so unpleasant.
- Senses Taker: Names! I must have your names before you can proceed!
- Milo: Well, uh, this is the Humbug.
- Senses Taker: Humbug.
- Milo: This is Tock.
- Senses Taker: Tock.
- Milo: And my name is Milo. Now can we go?
- Senses Taker: Milo. Ooh, I haven't had an M in ages. Now then, if you will just tell me when you were born, where you were born, why you were born, how old you are, how old you were then, what grade you're in, your shoe size, shirt size, collar size, hat size, and the names and bank references of six people who can verify this information! Then you can go.
- Milo: What do you need all this for? We're in a hurry.
- Senses Taker: I'm the official Senses Taker! I must have this information before I take your senses! So, now then, if you will fill out in triplicate your height, your weight, how many ice-cream cones you eat in a week, how many you don't eat in a week...
- Milo: We can't waste the time! We've got to get to the Castle in the Air!
- Senses Taker: That does it! Now, I'm going to take your sense of duty, your sense of proportion, and especially your sense of direction!
- Tock: Milo, the bottle of laughter! Use this bottle of laughter I got from Dr. Discord! He can't take away our sense of humor!
- Tock: [sintging] Take a second to look around / See a sight, hear a sound / Take a minute to concentrate / Analyze, contemplate / Take an hour and change the fate of the world!
- The Dodecahedron: My sides are many, my angles aren't few. I'm the Dodecahedron, and who are you?
- Milo: What's a dodecahedron?
- Tock: If I'm remember correctly, a dodecahedron is a geometrical shape with twelve sides.
- The Dodecahedron: See for yourself. I only use one at a time. Saves wear and tear.
- Milo: [Wakes up to find himself in the Doldrums] I wonder where I am.
- Lethargian: [Echoing voice] You're in the Doldrums!
- Milo: The what drums?
- Lethargian: [Lands on Milo's head] Welcome to the Dol... drums.
- Lethargian: Allow me to introduce... ourselves.
- Lethargian: [Splits into 2 more Lethargians] We are lethargians.
- Milo: I'm very pleased to meet you.
- Milo: Could you help me please? I think I'm lost.
- Lethargian: Think? Don't say that! It's against the law to think in the doldrums!
- Milo: That's ridiculous! Everybody thinks.
- Lethargian: We don't. And most of the time you don't, and that's why you're here you weren't thinking.
- Lethargian: And you weren't paying attention either. And people who don't pay attention often get stuck... in... the... doldrums.
- Milo: Ha ha ha! That's silly! Ah ha ha ha!
- Lethargian: Stop that at once! Laughing is against the law!
- Lethargian: And smiling is permitted only on alternate Thursdays.
- Milo: Well if you can't laugh or think, what can you do in the doldrums?
- Lethargian: Do? Why you can do anything
- [starts to talk in singing voice]
- Lethargian: As long as it's nothing.
- Lethargian: [singing] You can do anything as long as it's nothing, everything as long as it isn't anything, so don't say there's nothing to do in the Doldrums, don't say we wither away the day, we don't!, no!, we dawdle a bit and then, we loiter a while and dawdle again, we gather our strength to start a new, on all of this loafing and lounging we still have left to do, so don't say there's nothing to do in the Doldrums it's just not true!
- Whether Man: My my my my my! Welcome, welcome welcome to the land of Expectations - to the land of Expectations! We don't get many travelers these days - we certainly don't get many travelers these days! Now what can I do for you? I'm the Whether Man!
- Milo: How do you do sir? Could you tell me the right road to... Dictionopolis, or someplace?
- Whether Man: Dictionopolis? Well now, well now, well now... I don't know of any wrong road to Dictionopolis, so if this road goes to Dictionopolis at all, it must be the right road, don't you think? And if it doesn't, it must be the right road to somewhere, mustn't it? Because there are no wrong roads to anywhere. Do you think it will rain?
- Milo: But I thought you said you were the Weather Man.
- Whether Man: Oh, no no no no no no no no no! I'm the WHETHER Man, not the Weather Man! For after all, it's more important to know whether there will be a change in the weather, than what the weather will be! Don't you think?
- Humbug: Oh, come now, don't be ill-mannered - isn't someone going to introduce me to this little boy? A fine manly little fellow...
- Spelling Bee: This is the Humbug - H-U-M-B-U-G- A very dislikable fellow.
- Humbug: Nonsense! Everyone loves a Humbug. 'Insectius Humbugius,' if I may use the Latin.
- Spelling Bee: 'Insectius Humbugius?' Why, you fraud! You can't even spell your own name!
- The Terrible Trivium: Hello, little boy. Welcome to you, your faithful dog, and that handsome gentleman. I'm so terribly happy to see all of you. But before you travel on, I wonder if you could spare me a little time and asssist me with a few trivial tasks?
- Humbug: Why of course, we're in no hurry.
- The Terrible Trivium: Now young man, if you will take these exquisite tweezers, and move this pile of sand from here, to here.
- Milo: With these?
- The Terrible Trivium: Of course. And you sir, have the privilege of taking this delicate needle for digging a hole through this cliff.
- Humbug: Why, thank you sir! An exacting assignment, quite worthy of my talents. I shall enjoy it no end.
- The Terrible Trivium: And you sir, get to take this eye-dropper and empty that well.
- Milo: But these tasks don't seem very important.
- The Terrible Trivium: Of course they're not important! If you always do the easy and useless jobs, you'll never have to worry about the important ones!
- Tock: Now I know who you are! You're the Terrible Trivium!
- The Terrible Trivium: Quite correct! The Terrible Trivium, demon of petty tasks, ogre of wasted effort!
- Milo: Come on, Humbug, let's get out of here!
- The Terrible Trivium: [advancing] And *friend* to lazy and foolish people everywhere!
- The Terrible Trivium: Come back. Come back! There are so many things to take away, and things to bring back!
- Humbug: [being dragged away by Tock and Milo] So many stamps to lick; so many pencils to sharpen.
- The Terrible Trivium: There are so many holes to dig!
- Humbug: So many nails to straighten.
- The Terrible Trivium: So many doodles to doodle!
- Humbug: So many goofs to oof.
- The Terrible Trivium: Come back! There are so many useless things yet to do!
- Humbug: There are strings to tie, nits to pick, fingernails to bite, paperclips to unbend...
- [sees that he is hanging over a cliff]
- Humbug: LIVES TO SAVE!
- Demon of Insincerity: [offscreen] Trapped ya didn't I? I'm the long-nosed, curly-haired, wide-mouthed, bow-legged big-footed monster! And if I do say so myself, I'm one of the most dreaded fiends in the whole, wide wilderness!
- [evil laugh]
- Humbug: I-it sounds like we're doomed!
- Milo: Sounds is right. If there's one thing I've learned around here, it's that people aren't always what they say they are.
- Milo: [Milo climbs to the top of the hole]
- Demon of Insincerity: With awful hideous me here, you wouldn't dare try to escape! Why I'll tear anyone apart that ever tries to get out of there!
- [Milo reaches the top and sees that the monster is a tiny, rat-like creature]
- Demon of Insincerity: For I'm the long-nosed, curly-haired, wide-mouthed, thick-necked, broad-shouldered, round-bodied, short-armed bow-legged big-footed monster! One false move and I'll... I'll chew up the lot of you, I'll rip you to ribbons, uh, I'll shred you to hamburger... uh... Oh, actually I'm the demon of Insincerity. I don't mean what I say, I don't mean what I do, I'm just mean I guess. Now you had to go and spoil everything!
- [exits crying]
- Humbug: Well, if he's typical of the monsters around here, we have nothing to worry about.
- Whether Man: Whether or not you find your way, you're bound to find some way! If you happen to find my way, would you please return it? You did say it was going to rain - didn't you?
- Word Salesman: Step right up! Fancy, best quality words right here! How about you young man? How 'bout a nice bagful of pronouns? Or maybe you'd like our special assortment of adjectives!
- Milo: [choosing 'Upholstery,' 'Flabbergast' and 'Quagmire'] Boy, wait till Ralph hears me use these. How much are these, sir?
- Word Salesman: [doubtful] And were you thinking of using all of them in the same sentence?
- Milo: Why, yes sir.
- Word Salesman: Well, I'll tell you what lad, why don't you take a bagful of 'Happys' and 'Goods' to start with. Very useful for 'Happy birthday,' 'Happy New Year,' 'Happy days' and 'Happy-go-lucky!' Useful too for 'Good morning,' 'Good afternoon,' 'Good evening,' 'Good riddance,' and 'Good-bye!'
- The MathemaGician: Rescue Rhyme and Reason? What a wonderful idea... wait! Has Azaz agreed to it?
- Tock: Yes sir, he has.
- The MathemaGician: Then I don't! We've never agreed on anything and we never will!
- Milo: And if I can prove otherwise, can we have permission to go?
- The MathemaGician: Of course, of course.
- Milo: Very well then. Now - if Azaz agrees with something then you disagree, correct?
- The MathemaGician: Correct.
- Milo: And anything Azaz disagrees with, you agree, is that correct?
- The MathemaGician: Correct.
- Milo: Then each of you agrees that he will disagree with the other, right?
- The MathemaGician: Right.
- Milo: Then you admit that you do agree with Azaz about something - you agree about disagreeing!
- The MathemaGician: I'VE BEEN TRICKED!
- Gelatinous Giant: And what have we here? Aha! I see! Breakfast!
- Milo: Wait! I have a better idea!
- Gelatinous Giant: [horrified] An idea? Ugh, if there's one thing I can't swallow, it's an idea!
- Milo: Well, it just so happens that I have a bag full of all the ideas in the world, right here!
- Gelatinous Giant: NO! No no no! Don't open it! Leave well enough alone! Don't take chances... keep things as they are... changes are so frightening... no... no... ideas...
- Milo: King Azaz and the Mathemagician said there's nothing I can't do if I use words and numbers right; and I have a hunch, if I use them together, that I can do anything.
- Whether Man: Well now, well now, well now - if it isn't the little boy who got lost trying to find his way. Expect everything, I always say, and the unexpected never happens.
- Tock: That's why people don't seem to care anymore which words they use as long as they use lots of them.
- King Azaz: You may ask all the questions that have never been answered. And answer all the questions which have never been asked.
- Officer Short Shrift: Now then, would you like a short sentence or a long sentence?
- Milo: Well, I suppose a short one, if I have a choice.
- Officer Short Shrift: How about "I am"? It's the shortest sentence I know.
- [Writes "I AM" on his pad and hands it to Milo]
- Milo: It's very kind of you to give me... such a short sentence.
- Officer Short Shrift: And when do you think you can go to prison and start serving it?
- Milo: Serving it? I guess I can't, not until I get back from Dictionopolis and the Castle in the Air.
- [Thunderclap]
- Officer Short Shrift: The what in the what?
- Milo: Why, the Castle in the Air.
- [Thunderclap]
- Officer Short Shrift: [leaving] Boys are guilty of everything! Guilty, guilty, guilty...