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It's The Muppet Show, with our
special guest star, Mr. Paul Williams!

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[BAND PLAYING THEME MUSIC]

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♪ It's time to play the music ♪

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♪ It's time to light the lights ♪

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♪ It's time to meet the Muppets
On The Muppet Show tonight ♪

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♪ It's time to put on makeup ♪

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♪ It's time to dress up right ♪

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♪ It's time to raise the curtain
On The Muppet Show tonight ♪

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New York is so crowded, even the
cemeteries have standing room only.

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♪ To introduce our guest star ♪

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♪ That's what I'm here to do ♪

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♪ So it really makes me happy ♪

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♪ To introduce to you ♪

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Mr. Paul Williams!

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♪ But now let's get things started
On the most sensational, inspirational ♪

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♪ Celebrational, Muppetational ♪

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♪ This is what we call ♪

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♪ The Muppet Show ♪

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[GONG SOUNDS]

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Thank you, thank you, thank you.
Hi-ho, good friends.

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Hey, we got a great show for you tonight.

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Our special guest is Mr. Paul Williams,

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singer, composer, actor
and all-around good guy,

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and we're not gonna do
any jokes about his size.

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But he's such a cute little fella,
we're gonna make him an honorary Muppet.

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But right now let's get started with a
musical number done up in a brand new way:

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"All of Me."

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[MELLOW POP MUSIC PLAYING]

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♪ All of me ♪

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♪ Why not take all of me ♪

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♪ Can't you see ♪

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♪ I'm no good without you ♪

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♪ Take my lips
I want to lose them ♪

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♪ Take my arms
I'll never use them ♪

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♪ Your goodbye
Left me with eyes that cry ♪

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Here, take them too.

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♪ How can I
Go on, dear, without you ♪

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♪ You took the part
That once was my heart ♪

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♪ So why not
Take all of me ♪

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Hey, you want my hair?

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Well, hair it is. Ha, ha.

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Hey, you need a nose?
Guaranteed not to run.

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Friends, Romans, and countrymen.

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There you go. You want me to put my chest
in your chest?

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Here, here. Let me give you a hand.

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♪ You took the part
That once was my heart ♪

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♪ So why not take ♪

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♪ Why not take ♪

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♪ Why not take ♪

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♪ All of me ♪

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[MURMURING]

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Ohh, ha, ha.

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Ugh.

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Hark! I hear the cannons roar...
No, hark, the cannons r...

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-Ugh...
-Hi, Fozz. What's wrong?

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-You look worried.
-It's my new act, I hope it works.

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-Oh, come on, you're the greatest!
-Yeah?

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Yeah, you're always good.

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Besides, you're on soon.
Now is no time to panic.

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Oh, well, see, I got 10 minutes
of jokes here on the War of 1812.

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-Now is the time to panic.
-Ahh.

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Listen, if you're really in trouble,

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why don't you just use
the old telephone pole bit?

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-The old telephone pole bit?
-Oh, yeah, it's the best.

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-I don't know it.
-It's a classic!

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-It's a classic?
-Yeah!

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Terrific, I can use it.
Tell me, what is it?

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-The curtains open...
-The curtains open.

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-The audience is there...
-The audience is there!

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-There we are together, on-stage...
-There we are together... Hold it!

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-"We?"
-Well, yeah.

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No, you don't understand.
You see, I am a stand-up bear.

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-Uh-huh.
-Yeah, yeah. See...

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I work alone.
I tell the jokes on-stage, alone.

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Ha, ha, no, you don't tell jokes
in the telephone pole bit.

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-Why not?
-Well, you're the telephone pole.

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Cute. Cute idea.

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We'll see.

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Okay, right now, friends,
it is my great pleasure

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to introduce one of the most
talented people in our business.

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and it's a real treat to have him with us
on The Muppet Show, Mr. Paul Williams.

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[MELLOW POP MUSIC PLAYING]

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♪ Just an old-fashioned love song ♪

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♪ Playin' on the radio ♪

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♪ And wrapped around the music ♪

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♪ Is the sound of someone promising ♪

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♪ They'll never go ♪

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♪ You'll swear you've heard it before ♪

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♪ As it slowly rambles on and on ♪

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♪ No need in bringin' 'em back ♪

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♪ 'Cause they've never really gone ♪

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♪ That's just an old-fashioned love song ♪

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♪ Comin' down in two-part harmony ♪

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♪ That's just an old-fashioned love song ♪

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♪ One I'm sure they wrote for you and me ♪

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♪ To weave our dreams upon ♪

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♪ Listen to each evenin' ♪

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♪ When the lights are low ♪

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♪ To underscore our love affair ♪

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♪ With tenderness and feeling ♪

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♪ That we've come to know ♪

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♪ You'll swear you've heard it before ♪

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♪ As it slowly rambles on and on ♪

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♪ No need in bringin' 'em back ♪

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♪ 'Cause they've never really gone ♪

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♪ That's just an old-fashioned love song ♪

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♪ Comin' down in three-part harmony ♪

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♪ That's just an old-fashioned love song ♪

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♪ One I'm sure they wrote for you and me ♪

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Two, three, four...

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♪ That's just an old-fashioned love song ♪

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♪ Comin' down in three-part harmony ♪

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♪ That's just an old-fashioned love song ♪

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♪ One I'm sure they wrote for you and me ♪

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♪ That's just an old-fashioned love song ♪

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♪ Comin' down in three-part harmony ♪

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♪ That's just an old-fashioned love song ♪

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♪ One I'm sure they wrote for you and me ♪

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-Bravo! Bravo!
-Encore! Encore!

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-Heh, heh! He's a credit to his race.
-What race is that?

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The 100-yard dash.

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[BOTH LAUGH]

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Welcome to Muppet Labs,
where the future is being made today.

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Folks, let me take just
one moment of your time

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to acquaint you with a
fascinating new product.

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It's Muppets All-Purpose Tenderizer.

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Now, you can use it
on all sorts of dishes.

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For example, dishes like this one here.

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Whoo, that's one of the problems with
dishes, isn't it? They do tend to break.

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But if you had used All-Purpose Tenderizer
in such fashion as this...

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your dish would have
been as tender as this.

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Oh, it sets me all a-quiver!

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Well, it's lovely.

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And what it does for dishes it can do
for utensils too. Watch.

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It only takes a second.

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So there it is,
Muppets All-Purpose Tenderizer.

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It's new from Muppet Labs.

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Oh, goodness.

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Okay, who's the smarty-pants
who tenderized the table?

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I mean it!

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Science, huh?
They can put a man on the moon.

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Huh. Yeah, but they
can't put a moon on a man!

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"Silence." A poem by Rowlf.

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That's me.

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Silence

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Hear the nothingness

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Listen to the quietness

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Of everlasting space

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Down the winding velvet corridors
Of time it sweeps

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And sweeps and sw...

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And sweeps away the sound of creatures
Crying in the night...

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[SQUAWKING]

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...creatures crying in the night...

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And cry we must

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For we have tasted the forbidden fruit

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But lo, lo, the faceless names, name...

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...faceless names and nameless faces

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Whisper of our woes

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[CHATTERING INDISTINCTLY]

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But overall... overall

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The blessed silence falls

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Sweet serpentines of silence

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Singing their sad song

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[HUMMING]

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Out of the silence and dark

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We build the music, silent music

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[POP MUSIC PLAYING OVER RADIO]

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And the endless emptiness of emptiness

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Drumming in our ears...

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Will you all get out of here?!

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But in the end

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All is silence

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Quiet, silent ways

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All still

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Could you hold it down, Rowlf?
We're trying to do a show here.

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[SOBBING]

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You know, when they asked me
to do the show, I was delighted.

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This is a great show to do.

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I have a special reason for being
very excited. You see...

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Except for me, the entire cast is Muppets.

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Muppets are little, tiny things.

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For the first time in my life, no one
will make jokes about how short I am.

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For the first time in my life,
I am the tallest person on the show.

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For the first time in my life,
I will cry in front of 30 million people.

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[SOBS]

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I am a telephone pole.

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Hmmm...

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-Fozzie, what are you doing?
-It's my new act with Scooter.

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I'm practicing to be a telephone pole.

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Hmmm...

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That's ridiculous. You don't
look like a telephone pole.

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No one would believe
you were a telephone pole.

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♪ I am a lineman for the county ♪

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On the other hand, what do
I know about telephone poles?

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[BALLROOM DANCE MUSIC PLAYING]

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Huh, I'll be darned.

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You say that's your boy?
How could you have a son that age?

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I didn't. When I had him,
he was just a baby.

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Oh, how do I love thee?
Let me count the ways.

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You are more beautiful
than the summer days.

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You know, there's a lot of ham in you.
Ha-ha-ha!

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That man is annoying me.

203
00:14:06,429 --> 00:14:08,098
He isn't even looking at you.

204
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That's what's annoying me.

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I can't understand it!
I just can't seem to hold on to a job!

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My last one only lasted for 10 minutes!

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00:14:19,943 --> 00:14:23,822
-Yeah? What were you doing?
-I was a librarian!

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Hey, you wanna take a trip?

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Sure, I'd love to.

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Okay, hang on...

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-Ahh!
-Aah!

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[RIBBITING IN UPBEAT TUNE]

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♪ I'm in love with a big blue frog ♪

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♪ A big blue frog loves me ♪

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♪ It's not as bad as it appears ♪

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♪ He wears glasses
And he's 6-foot-3 ♪

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♪ Well, I'm not worried about our kids ♪

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♪ I know they'll turn out neat ♪

219
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♪ They'll be great-lookin'
'Cause they'll have my face ♪

220
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♪ Great swimmers
'Cause they'll have his feet ♪

221
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♪ Well, I know we can make things work ♪

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♪ He's got good family sense ♪

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♪ His mother was a frog
From Philadelph-i-a ♪

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♪ His daddy an enchanted prince ♪

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♪ The neighbors are against it
And it's clear to me ♪

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♪ And it's probably clear to you ♪

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♪ They think values on their property
Will go right down ♪

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♪ If the family next door is blue ♪

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♪ Well, I'm in love with a big blue frog ♪

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♪ A big blue frog loves me ♪

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♪ But it's better than the beau
I had last year ♪

232
00:16:21,564 --> 00:16:24,984
♪ When I loved a little bumble bee
Oh, yeah ♪

233
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♪ Loved a bumble bee ♪

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00:16:37,747 --> 00:16:40,583
[BOTH RIBBITING]

235
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Well, Paul, listen. Listen, Paul.

236
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I just want to say what a real thrill
it is to have you on the show.

237
00:16:49,968 --> 00:16:51,845
That's very kind of you, Kermit,
thank you.

238
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You know what? You're not gonna hear
any jokes about your being little-bitty

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and small and cute
and all that sort of thing, like you are.

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You're not gonna hear that coming from me.

241
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-You promise?
-No.

242
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-Us little guys gotta stick together.
-Oh, yeah.

243
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And besides that, there have been a lot
of famous people who were small in size.

244
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-That's true.
-Sure, like Napoleon.

245
00:17:08,862 --> 00:17:12,365
-Uh... Truman Capote?
-Uh... Mickey Rooney.

246
00:17:12,490 --> 00:17:13,533
Tom Thumb.

247
00:17:13,616 --> 00:17:16,244
Not to mention the legendary
Wally Blatner.

248
00:17:16,369 --> 00:17:20,498
Wally Blatner, a famous...
Who is Wally Blatner?

249
00:17:20,874 --> 00:17:23,543
Well, he invented the elevator shoe.

250
00:17:23,626 --> 00:17:27,422
-The elevator... Really? Lifts, right?
-Mm-hm. Right, right.

251
00:17:27,505 --> 00:17:29,174
Whatever happened to old Wally?

252
00:17:29,257 --> 00:17:33,720
Well, one day somebody pressed his down
button and he was never seen again.

253
00:17:34,137 --> 00:17:36,514
Down button? Oh, I get it, you mean he...?

254
00:17:36,639 --> 00:17:38,016
[IMITATES WINDING SOUND]

255
00:17:40,226 --> 00:17:43,313
-That's terrible.
-Yeah, if you think that was terrible,

256
00:17:43,396 --> 00:17:47,025
what about the 12 people
who were riding with him?

257
00:17:47,108 --> 00:17:49,569
That's a ludicrous story.

258
00:17:49,652 --> 00:17:52,572
I mean, even told by a frog,
that's ridiculous.

259
00:17:52,655 --> 00:17:55,658
Really? Hey, do you wear lifts?

260
00:17:55,742 --> 00:17:57,660
-Sometimes, yeah.
-Oh, yeah?

261
00:17:57,786 --> 00:17:59,287
Going up!

262
00:18:04,292 --> 00:18:07,545
Now Paul is someone
everybody can look up to.

263
00:18:09,881 --> 00:18:13,968
I am a telephone pole,
I am made of solid wood.

264
00:18:14,052 --> 00:18:18,306
I am a telephone pole,
I am made of solid wood.

265
00:18:22,143 --> 00:18:25,313
I am too talented for my own good.

266
00:18:26,523 --> 00:18:28,692
Will you please...?

267
00:18:29,275 --> 00:18:32,821
Yes, ma'am, you're confirmed.
Two tickets to New York City. Thank you.

268
00:18:32,904 --> 00:18:34,948
[SCATTING]

269
00:18:36,324 --> 00:18:37,701
-Hello.
-Hello.

270
00:18:37,826 --> 00:18:39,577
I want to go to Pittsburgh.

271
00:18:39,661 --> 00:18:44,874
I can send you to Pittsburgh first class
on a supersonic jet for $764.

272
00:18:44,958 --> 00:18:46,710
You got anything cheaper?

273
00:18:46,835 --> 00:18:50,880
I can send you to Pittsburgh coach class
on a subsonic jet for 511.

274
00:18:50,964 --> 00:18:53,341
You got anything cheaper?

275
00:18:53,425 --> 00:18:58,471
I can send you to Pittsburgh excursion
economy in an old prop job for about 398.

276
00:18:58,555 --> 00:19:01,099
You got anything cheaper?

277
00:19:01,349 --> 00:19:03,727
Yeah, I could send you to Pittsburgh
standing-room only

278
00:19:03,810 --> 00:19:07,230
on a broken-down old bus
for about 75 bucks.

279
00:19:07,355 --> 00:19:10,066
You got anything cheaper?

280
00:19:11,067 --> 00:19:14,487
Yeah, I think I can work
something out for you, pal.

281
00:19:25,999 --> 00:19:29,753
Hey, Charlie, you wanna mail this
to Pittsburgh?

282
00:19:36,885 --> 00:19:39,262
My mother is very religious.

283
00:19:39,387 --> 00:19:42,766
-She's a fanatic?
-No, she's a church.

284
00:19:46,519 --> 00:19:49,773
And here they are now, my kind of people,

285
00:19:49,856 --> 00:19:52,525
Wayne and Wanda!

286
00:19:53,777 --> 00:19:55,278
[MELLOW TUNE PLAYING]

287
00:19:57,405 --> 00:20:01,826
♪ You do ♪

288
00:20:01,910 --> 00:20:05,288
♪ Something to me ♪

289
00:20:05,413 --> 00:20:07,707
Ow! Ow!

290
00:20:07,791 --> 00:20:10,043
NEWSCASTER:
Here's a Muppet news flash.

291
00:20:10,126 --> 00:20:14,422
Arnold Stockman, a retired shoe salesman,
recently had a most unusual experience

292
00:20:14,547 --> 00:20:18,843
and we at Muppet News Central feel it is a
story that should be shared with everyone.

293
00:20:18,927 --> 00:20:23,181
Here in his own words is Mr. Stockman
to tell you of this bizarre event.

294
00:20:24,307 --> 00:20:29,604
Well, it was about a week ago and I
was sitting at home watching television.

295
00:20:29,688 --> 00:20:32,315
-It must have been about 9:00.
-Mm-hm.

296
00:20:32,399 --> 00:20:34,442
Suddenly the phone rang.

297
00:20:34,526 --> 00:20:38,446
Well, I picked it up,
but there wasn't anybody there.

298
00:20:38,571 --> 00:20:43,827
So I hung up, and then I went back
to watching the television.

299
00:20:44,202 --> 00:20:45,954
Darnedest thing.

300
00:20:49,082 --> 00:20:54,212
Whenever unusual events occur,
you'll hear it first on Muppet News.

301
00:20:55,672 --> 00:20:57,716
Boy, my uncle will be really interested
in this.

302
00:20:57,841 --> 00:21:00,010
-That's private business here, Scooter.
-Sorry.

303
00:21:00,093 --> 00:21:03,346
And, by the way, you guys are really
gonna do the old telephone pole bit?

304
00:21:03,430 --> 00:21:05,348
That's right, chief.

305
00:21:05,432 --> 00:21:07,183
Lots of luck.

306
00:21:08,059 --> 00:21:10,520
-Scooter, I won't do it.
-What?

307
00:21:10,603 --> 00:21:14,733
I just found out what the telephone pole
bit is and I will not do it!

308
00:21:14,816 --> 00:21:19,863
Oh, come on... Fozzie, come on,
we're on now. Besides, we'll be terrific!

309
00:21:19,988 --> 00:21:23,742
Scooter, we will not be terrific.
We will die out there. Die!

310
00:21:23,867 --> 00:21:28,246
Of course we're not gonna die.
What makes you think we're gonna die?

311
00:21:29,497 --> 00:21:31,708
Just a hunch.

312
00:21:34,753 --> 00:21:38,506
Folks, we got a little something different
for you tonight in the old comedy spot.

313
00:21:38,631 --> 00:21:42,385
Our own Fozzie Bear is being joined
by our gofer Scooter.

314
00:21:42,510 --> 00:21:47,640
And here they are doing that classic
comedy sketch, the telephone pole bit!

315
00:21:50,143 --> 00:21:53,146
Hello, and what's your name?

316
00:21:53,229 --> 00:21:55,565
Mike Oznowiczsky.

317
00:21:55,648 --> 00:22:00,028
Oh, so you're the telephone Pole!

318
00:22:04,157 --> 00:22:07,786
Huh, good old Fozzie.
He's never been better.

319
00:22:07,911 --> 00:22:09,788
-Or shorter.
-Same difference.

320
00:22:09,871 --> 00:22:11,164
[BOTH CHUCKLE]

321
00:22:13,875 --> 00:22:16,795
[PLAYING MELLOW TUNE]

322
00:22:31,559 --> 00:22:33,603
♪ That's a sad song ♪

323
00:22:33,687 --> 00:22:36,356
♪ That used to be our song ♪

324
00:22:36,439 --> 00:22:39,693
♪ The one you just played ♪

325
00:22:40,568 --> 00:22:44,322
♪ I wonder if I'd stayed ♪

326
00:22:44,447 --> 00:22:47,200
♪ What we'd be doin' now ♪

327
00:22:49,077 --> 00:22:53,748
♪ Yeah, but part of bein' people ♪

328
00:22:53,832 --> 00:22:57,419
♪ Is an ever-changing mind ♪

329
00:22:58,461 --> 00:23:02,966
♪ We don't mean to be unkind ♪

330
00:23:03,049 --> 00:23:05,343
♪ We just grow ♪

331
00:23:07,053 --> 00:23:09,097
♪ That's a sad song ♪

332
00:23:09,222 --> 00:23:11,850
♪ That used to be our song ♪

333
00:23:11,975 --> 00:23:16,479
♪ And oh, she sang it too ♪

334
00:23:16,604 --> 00:23:20,108
♪ And every word rang true ♪

335
00:23:20,191 --> 00:23:23,236
♪ Like a bell somehow ♪

336
00:23:24,988 --> 00:23:29,659
♪ When I ran off chasing visions ♪

337
00:23:29,743 --> 00:23:34,164
♪ My emotions made me blind ♪

338
00:23:34,247 --> 00:23:38,376
♪ Like a fool I left behind ♪

339
00:23:38,460 --> 00:23:41,755
♪ An angel's glow ♪

340
00:23:43,214 --> 00:23:47,802
♪ So play it one more time ♪

341
00:23:47,886 --> 00:23:52,140
♪ That sympathy in rhyme ♪

342
00:23:52,265 --> 00:23:56,519
♪ Let those old familiar feelings ♪

343
00:23:56,644 --> 00:24:00,023
♪ Start to show ♪

344
00:24:01,107 --> 00:24:05,528
♪ Come and sing my favorite phrase ♪

345
00:24:05,653 --> 00:24:09,657
♪ Oh, from those good old days ♪

346
00:24:09,783 --> 00:24:16,790
♪ Let those tears
And sweet memories flow ♪

347
00:24:19,292 --> 00:24:23,088
♪ Play it one more time ♪

348
00:24:23,171 --> 00:24:27,592
♪ Whoa, sympathy in rhyme ♪

349
00:24:27,676 --> 00:24:31,721
♪ And old familiar feelings ♪

350
00:24:31,805 --> 00:24:34,307
♪ Start to show ♪

351
00:24:34,391 --> 00:24:36,559
♪ Let 'em show ♪

352
00:24:36,643 --> 00:24:40,271
♪ Come and sing my favorite phrase ♪

353
00:24:41,439 --> 00:24:44,943
♪ From those good old days ♪

354
00:24:45,026 --> 00:24:52,033
♪ Let those tears
And sweet memories flow ♪

355
00:24:53,451 --> 00:24:59,958
♪ Let those tears
And sweet memories ♪

356
00:25:00,083 --> 00:25:03,712
♪ Flow ♪

357
00:25:13,722 --> 00:25:15,348
That's about the end of the show, folks.

358
00:25:15,432 --> 00:25:19,519
We'd like to thank our
special guest star, Mr. Paul Williams!

359
00:25:19,602 --> 00:25:25,108
Thank you, thank you, Kermit.
I've loved every minute of it, little guy.

360
00:25:28,111 --> 00:25:31,990
Except, of course, for the parts
that I hated.

361
00:25:32,115 --> 00:25:33,366
I'm sorry about that, Paul.

362
00:25:33,491 --> 00:25:37,203
But we'll see you all next time
on The Muppet Show!

363
00:25:39,748 --> 00:25:41,499
[CHATTERING]

364
00:25:42,125 --> 00:25:44,836
[BAND PLAYING THEME MUSIC]

365
00:26:17,160 --> 00:26:21,164
-This show is good for what ails me.
-Yeah? Well, what ails you?

366
00:26:21,289 --> 00:26:23,166
Insomnia.