(music plays)

Remote controlled vehicles with googly eyes drive around a forest, doing all types of activities.

Lily is a blue monster truck, Zack is a red monster truck, Axle is a blue race car and Rex is a yellow loader.

A song says ZERBY DERBY!
ZERBY DERBY!
RACE! DIG!
BUILD! PLAY!
IT'S ZERBY DERBY!

The name of the show appears in letters with a wheel track pattern.

(music plays)

The name of the episode reads "Once upon a Zerby."

A caption reads "Created by Phil McCordic. Written by Anthony Teles."

(music plays)

It rains in the forest. Lily and Zack stay away from the rain under rock bridge.

says WOW, IT'S REALLY RAINING
OUT THERE, ISN'T IT?

Zack says YEAH! WHAT DO YOU WANT TO
DO, LILY? DO YOU WANT TO PLAY
IN THE RAIN?

Lily says WELL, THAT IS FUN, BUT
RIGHT NOW IT'S RAINING TOO HARD.

Zack says YEAH, IT'S REALLY COMING
DOWN.
(ENGINE REVVING)

Axle drives along.

Axle says UH! WHOA!

Lily says OH, IT'S AXLE!
HE DOESN'T LIKE THE RAIN.

Zack says AXLE, UNDER HERE!

Axle says groans and says IT'S RAINING SO
HARD OUT THERE! I DON'T MIND THE
RAIN BUT MY TIRES KEEP SLIPPING
IN THE MUD, AND I CAN'T RACE
AT ALL!

Lily says THAT'S OKAY. YOU CAN STAY
HERE WITH US UNTIL IT STOPS.

Axle says HUH, HERE?

Lily says YEAH.

Axle says BUT THERE'S NOT ENOUGH
ROOM TO RACE UNDER HERE.

Zack says WELL, WE CAN'T RACE, BUT
WE CAN DO SOMETHING ELSE.

Axle says UH, LIKE WHAT?

Lily says OH, I KNOW! WE CAN TELL A
STORY! WE CAN ALL TAKE TURNS
TELLING A STORY, AND WE'LL EACH
BE A CHARACTER, AND ACT IT OUT.

Zack says OH, THAT SOUNDS GREAT!

Axle says YEAH, COUNT ME IN.
(LAUGHS)

Lily says OKAY, PERFECT! SO, ONCE
UPON A TIME THERE WAS A KNIGHT.

(FANFARE)

Sir Zack says NEVER FEAR!
SIR ZACK IS HERE!
I'LL SAVE YOU, PRINCESS LILY!

Princess Lily says laughs and I DON'T NEED
SAVING, SIR ZACK!
I'M HERE TO SAVE YOU FROM THE,
UH -

Axle flies by and says FROM ME - THE BIG MEAN
DRAGON WHO CAN FLY,
AND IS SCARY!
BLAH-BLAH-BLAH-BLAH!

Rex drives along and says HEY, GUYS! WHATCHA UP TO?

Zack says OH, HI REX! WE'RE PLAYING
STORYTELLING.

Rex says OOH, THAT SOUNDS NEAT! UH,
I WANT TO PLAY, TOO!

Axle says OKAY, YOU CAN HELP US TELL
THE STORY! WE'RE TELLING IT
RIGHT NOW.

Rex says OKAY! UH, HOW DO I DO THAT?

Lily says OKAY, WELL, THE STORY SO
FAR IS WE HAVE SIR ZACK,
THE KNIGHT, AND PRINCESS LILY;
AND A BIG MEAN DRAGON - AXLE.
AND WE'RE JUST MAKING UP THE
STORY AS WE GO ALONG.
SO DO YOU WANT TO HELP?

Rex says GOT IT!

Zack says GREAT! SO, LET'S SEE...

Zack says THE KNIGHT AND THE
PRINCESS SAW THE DRAGON,
AND THE DRAGON WAS SUPER SCARY.

Dragon Axle says ROAR! I'M THE SUPER SCARY
DRAGON!

Sir Zack says WE'RE NOT AFRAID OF YOU,
MR. DRAGON! WE'RE BRAVE!

Rex says OOH, OOH! MY NAME IS REX,
AND I WANT EVERYONE TO COME TO
MY BIRTHDAY PARTY! AND THERE'LL
BE CAKE, AND WE'LL PLAY PIN THE
TAIL ON THE ZERBY, AND -

Zack says UH, REX?

Rex says AND, YEAH?

Lily says WE WERE TELLING A STORY
ABOUT IMAGINARY CHARACTERS,
RIGHT ZACK?

Zack says YEAH. AXLE'S A DRAGON, AND
LILY'S A PRINCESS.

Axle says YEAH.

Rex says OKAY! HOW ABOUT I'M A
HEDGEHOG?

They all say OH, YEAH!

Rex says OKAY!

Hedgehog Rex says I'M A HEDGEHOG, AND IT'S MY
BIRTHDAY! AND I HAVE CAKE,
AND YOU'RE ALL INVITED TO MY
PARTY -

Lily says UH -

Rex says - AND WE CAN HAVE LOTS OF -

Lily says REX? THAT DOESN'T REALLY
MAKE SENSE.

Rex says BUT IT'S MY BIRTHDAY.

Axle says IT IS?

Rex says NO, I MEAN IT'S REX THE
HEDGEHOG'S BIRTHDAY.
SO WE'RE HAVING A PARTY.

Lily says THAT DOESN'T REALLY MAKE
SENSE WITH THE STORY WE'RE
TELLING.

Zack says THAT'S OKAY. JUST TRY, TRY
AGAIN. AND MAKE SURE WHAT YOU
SAY FITS INTO OUR STORY. SO UH,
REX, I'M A KNIGHT, AND LILY'S
A PRINCESS, AND AXLE'S A MEAN
DRAGON.

Axle says A BIG, MEAN DRAGON!
(LAUGHS)

Zack says YEAH, YEAH, YEAH, A BIG,
MEAN DRAGON. OKAY, SO TRY TO
DO SOMETHING THAT MATCHES THAT,
OKAY?

Rex says OKAY!

Lily says GREAT! SO BACK TO OUR
STORY.

(music plays)

Zack says SIR ZACK WENT AND GOT A
LANCE.

Axle says WHAT'S A LANCE?

Zack says IT'S A BIG STICK YOU USE
TO FIGHT DRAGONS.
AS SUPER BIG, HE NEEDED TWO
LANCES!
GOOD! (LAUGHS)

Lily says ACTUALLY, BECAUSE THE
PRINCESS WAS JUST AS BRAVE
AND STRONG, THEY BOTH HAD
LANCES.

Zack says (LAUGHS) THAT'S GREAT!

Axle says YEAH!

Princess Lily says COME ON, SIR ZACK! LET'S
GET THAT BIG, MEAN DRAGON!
CHARGE!

Dragon says Axle says BLAH-BLAH, YOU CAN'T STOP
ME! BLAH!

Sir Zack says OH, YES WE CAN! HERE COMES
A BRAVE KNIGHT, AND A POWERFUL
PRINCESS!

Hedgehog Rex says BUT THE HEDGEHOG DIDN'T
LIKE SPLASHING IN PUDDLES.

They all say HUH?

Hedgehog Rex says BECAUSE HIS BRISTLES GOT
WET!

Zack says UH, REX?

Rex says "OH, NO! MY BRISTLES ARE
WET!" SAID THE HEDGEHOG.

Lily says UM...
COULD STAY DRY -

Axle says UH, REX?

Rex says WHICH WAS VERY FUNNY,
BECAUSE THEN HE WAS TALLER THAN
EVERYONE ELSE.

Zack says REX!

Rex says HELLO, DOWN THERE!

They all say REX!

Rex says HUH? WHAT? OH, WAS THAT NOT
RIGHT?

Axle says UH, WELL, IT IS A FUNNY
STORY.

Rex says I THOUGHT IT MADE SENSE.
THE HEDGEHOG DIDN'T LIKE
GETTING WET.

Zack says NO, YOUR STORY WAS GREAT.

Rex says SO WHAT DID I DO WRONG?

Lily says WELL, IT'S JUST THAT YOUR
STORY AND OUR STORY AREN'T
THE SAME. YOU HAVE TO BE A PART
OF OUR STORY. YOU SEE?

Rex says OH. THIS STORY MAKING THING
ISN'T EASY. IT'S A LOT EASIER
MAKING THINGS WITH THE
CONSTRUCTION ZERBIES.
(LAUGHS) I CAN DO THAT!

Lily says WELL, WHEN YOU BUILD
SOMETHING, DO YOU EVER FIGURE
IT OUT AS YOU GO?

Rex says UH, WELL SURE. LOTS OF
TIMES WE DON'T KNOW HOW TO
BUILD SOMETHING, BUT WE FIGURE
IT OUT.

Lily says HOW?

Rex says UM, WELL, WE TRY TO PICTURE
WHAT WE'RE BUILDING,
AND WE LISTEN TO EACH OTHER'S
IDEAS, AND TRY TO SEE THE NEXT
STEP IN OUR HEADS.

Lily says OH, WELL THAT'S THE SAME
AS TELLING STORIES!

Axle says YEAH! IT'S ALL ABOUT
LISTENING TO THE STORY, AND THEN
PICTURING THE NEXT STEP.

Rex says OH! WELL, WHEN YOU PUT IT
THAT WAY IT DOESN'T SOUND SO
HARD. I THINK I GOT IT. CAN WE
TRY, TRY AGAIN?

They all say YEAH!

Rex says WHERE WERE WE?

Lily says SO THE BRAVE
PRINCESS AND KNIGHT WERE RACING DOWN THE
ROAD WITH THEIR LANCES.
LANCES.

Lily says (LAUGHS) YEAH.

Axle says AND THEY WERE RACING
BECAUSE THE MEAN DRAGON
WAS CHASING THEM.

Dragon Axle growls.

Sir Zack says LET'S GET OUT OF HERE!

Princess Lily says OH, NO! HE'S CHASING US!

Dragon Axle laughs.

Sir Zack says WE'VE GOT TO GET OUT OF
HERE, PRINCESS!
MY TWO LANCES ARE USELESS!

Dragon says Axle says I HAVE YOU NOW! (LAUGHS)

Lily says AND THE PRINCESS AND
KNIGHT WERE CORNERED AT THE
ENTRANCE TO A DARK CAVE!

Zack says OOH, THAT'S GOOD!

Dragon Axle says NOW THERE'S NO WHERE FOR
YOU TO GO EXCEPT INTO MY CAVE!

Zack says AND THEN WHAT HAPPENED,
REX?

Zack says REX?

Rex says OH, UH, IS IT MY TURN?

Axle says YEAH, YEAH. GO AHEAD!

Rex says OK, SO THE KNIGHT AND THE PRINCESS
DIDN'T KNOW
WHERE TO
HE WAS ALL MEAN.
UM, THEN A HEDGEHOG SHOWED UP,
AND HE SAID UH, UH...
"FOLLOW ME DOWN THIS SECRET
PATH!" AND SO THEY FOLLOWED
THE HEDGEHOG, AND GOT AWAY FROM
THE DRAGON. AND THE DRAGON SPUN
AROUND SO FAST LOOKING FOR THEM
THAT HE GOT DIZZY, AND HAD TO
LAND.

(LAUGHS)

Dragon Axle says SPINNING SPARK PLUGS! I AM
TOO DIZZY NOW TO BE A MEAN
DRAGON. I CAN ONLY BE A DIZZY
DRAGON. WHOA, OH, OH!
I GIVE UP.

Princess Lily says YOU DID IT! WE WON!
(LAUGHS)

Hedgehog Rex says HOORAY!

Rex laughs and says THAT WAS SO MUCH
FUN! AND A GREAT STORY!

Zack says YEAH! AND YOU GOT TO SAVE
THE DAY.

Lily says YEAH, THAT WAS VERY
CLEVER, REX.

Rex says OH, WHY THANK YOU! BUT WHAT
ABOUT THAT BIG, MEAN DRAGON?
WHAT'S HE GOING TO DO NEXT?

Zack says YEAH, WHAT'S HE GOING TO
DO NEXT, AXLE? AXLE?
(ENGINE REVVING)

Axle cheers and says YEAH, NO MORE
RAIN! TIME FOR RACING! WOO-HOO!

Zack says OH, IT STOPPED RAINING. DO
YOU WANT TO GO OUT AND PLAY?

Lily says I GUESS WE COULD DO THAT.

Rex says I DON'T WANT TO GO OUT AND
PLAY! I WANT TO TELL MORE OF OUR
STORY!

Zack says YEAH!

Lily says LET'S DO IT!

Rex says SO THE KNIGHT, AND THE
PRINCESS, AND THE HEDGEHOG
STARTED DRIVING TO THE NEXT
KINGDOM.

Zack says YEAH, CAUSE NOW THEY'RE
FAMOUS DRAGON HUNTERS.

Lily says YEAH! AND THERE WAS
ANOTHER DRAGON WHO WAS BEING
MEAN.

Rex says YEAH! AND THIS DRAGON HAD
TWO HEADS!

Lily says YEAH!

Zack says OOH, SCARY!

Rex says YEAH, YEAH! AND FIVE
WHEELS!

Zack says FIVE WHEELS?! (LAUGHS)

Lily says WHAT?!

Zack says THAT DOESN'T MAKE ANY
SENSE!

The opening sequence rolls again.

A song goes ZERBY DERBY!
ZERBY DERBY!
RACE! DIG!
BUILD! PLAY!
IT'S ZERBY DERBY!

(music plays)