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(“Oh, The Thinks You Can Think!”) The story begins as a little kid (Jojo) discovers a strange hat which has been left on the empty stage. He wonders about the hat, picks it up, and up pops a “hat wearing cat” (the Cat) who convinces him that it is wonderful to think. The two of them proceed to think up characters and to create a story. The characters and the story come alive onstage.
In the Jungle of Nool where Horton the Elephant is bathing (“Horton Hears A Who”), he hears a strange noise coming from a speck of dust. He rescues the speck and places it on a clover to guard. The other animals mock him, except for Gertrude McFuzz, who admires his compassion and begins to fall in love with him (“Biggest Blame Fool”). Horton hears the mysterious voice again, which belongs to the Mayor of “Who”, a dust-speck planet covered with microscopic inhabitants called Whos. The Cat in the Hat zooms in on the dust speck as the Whos are revealed. The Mayor and the Whos reveal their planet is so small and fragile they are constantly threatened with danger, and beg Horton to help protect them. His resolve strengthened, Horton promises he will guard the dust speck (“Here On Who”).
The mayor’s son, Jojo, is scolded for thinking “thinks”, imaginary thoughts which disrupt his school classes and anger his teachers. Frustrated, the Mayor and his wife agree to “lay down the law” but are unsure of just how to discipline their son (“How To Raise A Child”).
Although he tries not to think thinks, Jojo starts to imagine his tub is McElligot’s pool where his thinks soon spiral out of control (“It's Possible”) and cause time to fly and results in flooding the bathroom, much to the dismay of Mr. and Mrs. Who.
Horton meets Jojo, with whom he bonds as a fellow social outcast (“Alone In The Universe”). The next day, Gertrude (whose feelings for Horton are still strong) laments that her tail only has one feather, believing its sorry sight is the reason Horton is not noticing her (“The One Feather Tail Of Miss Gertrude McFuzz”). Mayzie La Bird, whose tail is enormous and dazzling, advises Gertrude to obtain pills from Doctor Dake, which Mayzie promises will make her tail “almost as amazing” as hers (“Amayzing Mayzie / Amayzing Gertrude”). Gertrude is so excited about her tail, she overdoses.
Horton is ambushed by a group of mischievous monkeys, the Wickersham Brothers (“Monkey Around”) who steal the clover and give it to an eagle, Vlad Vladikoff, who drops it onto a large patch of identical clovers (“Chasing The Whos”). Horton looks for the clover, while Gertrude tries to attract his attention. Horton, however, is so intently focused on his mission that he does not notice her, and a dejected Gertrude retreats to take more pills (“Notice Me, Horton”). Mayzie La Bird, who has just been abandoned by her lover and left with an egg, interrupts Horton’s search and begs him to sit on her egg so she can take an afternoon off (“How Lucky You Are”). Horton reluctantly agrees, and Mayzie flies away, never to return. As winter approaches, Horton is captured by hunters.
The story resumes. Horton is transported to New York City (“Egg, Nest And Tree”) and auctioned off to the circus lamenting his sorry state. Mayzie is lazing about in Palm Beach, where she admits she tires of the monotony of sunbathing (“Mayzie In Palm Beach”). She decides to attend the Circus, where she reunites with Horton and the egg. Horton pleads for her to take it back, but Mayzie refuses, and gives the egg to Horton to keep forever (“Amayzing Horton”). Alone with the egg, a sorrowful Horton vows to nurture it himself (“Alone In The Universe” - Reprise) and sings a lullaby about a magical world called Solla Sollew (“Solla Sollew”).
At the Circus, Gertrude reappears and frees a bewildered Horton. She has swallowed her pride, got her tail feathers plucked, and flew across the world to rescue Horton and find the Whos’ clover (“All For You”). Ecstatic that the Whos are finally safe, Horton begins to fall in love with Gertrude. However, their happiness is crushed as the Sour Kangaroo and the Wickersham Brothers drag Horton back to the Jungle of Nool, and put him on trial for the crimes of “talking to a speck of dust and loitering on an egg”. Gertrude and Horton make a stand at the trial, but in vain; Judge Yertle the Turtle orders the clover to be boiled in a kettle of beezlenut oil. Aghast, Horton begs the Whos to shout to prove their existence, which nearly fails until Jojo comes up with a “think”: the word “YOPP” whose peculiar sound is just enough to reach the jungle creatures’ ears (“The People Versus Horton The Elephant”). The court acquits Horton and the Sour Kangaroo repents, swearing that she will help Horton protect the Whos. In Whoville, Jojo is honored as “Thinker Non-Stop” and finally wins the appreciation of his parents.
The egg hatches, and a tiny “Elephant-Bird” emerges. Horton panics, realizing he can’t handle the flying progeny, but Gertrude promises him that as Horton “teaches him earth”, she will “teach him sky”. They agree to raise the Elephant-Bird together (“Alone In The Universe” - Reprise). The Cat in the Hat sums things up (“Oh, The Thinks You Can Think!” - Reprise).