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The Muppet Show transcript for Episode 108: Paul Williams.


Kermit appears in the show's O.
Kermit It's The Muppet Show, with our special guest star, Mr. Paul Williams!
The banner rises, and the theme begins.
Chorus girls

It's time to play the music
It's time to light the lights
It's time to meet the Muppets
On The Muppet Show tonight!

Male chorus

It's time to put on makeup
It's time to dress up right
It's time to raise the curtain
On The Muppet Show tonight!

The curtain opens on Fozzie.
Fozzie New York is so crowded, even the cemeteries have standing room only.
He takes off his hat and wiggles his ears. The audience laughs. The curtain closes.

To introduce our guest star,
That's what I'm here to do!
So it really makes me happy
To introduce to you β€”
Mr. Paul Williams!

Paul grins and nods as Muppets surround him.
Kermit But now let's get things started
Kermit & gang

On the most sensational, inspirational
Celebrational, Muppetational
This is what we call The Muppet Show!

When Gonzo strikes the O, the effect reverberates through him.

Opening number

Main stage. Kermit enters to applause.
Kermit Thank you, thank you, thank you. Hi-ho, good friends. Hey, we got a great show for you tonight. Our special guest is Mr. Paul Williams, singer, composer, actor and all-around good guy, and we're not gonna do any jokes about his size. But, he's such a cute little fella, we're gonna make him an honorary Muppet. (nods) But right now, let's get things started with a musical number done up in a brand-new way, "All of Me".
All of Me.JPG
The curtain opens on a sad Whatnot monster singing to Miss Kitty, taking himself apart and putting each part in a box.
Whatnot monster

All of me.
Why not take all of me?
Can't you see?
I'm no good without you.
Take my lips.
I want to lose them.
Take my arms.
I'll never use them.

All of Me 2.jpg
Whatnot monster

Your goodbye …
Left me with eyes that cry β€” here, take them, too.
How can I …
Go on, dear, without you?
You took the part
That once was my heart,
So why not take all of me?

He continues to dismantle himself.
Whatnot monster Hey! You want my hair? Well, hair it is! … Hey, you need a nose? Guaranteed not to run. … Friends, Romans and countrymen … (lends his ears) … here. … You want to put my chest in your chest? … Here β€” here, let me give you a hand!
All of Me 3.jpg
Big finish.
Whatnot monster

You took the part
That once was my heart,
So, why not take, why not take,
Why not take all of me?

He throws his hand into the chest β€” that's all of him. Miss Kitty closes the chest and laughs.


Miss Kitty walks past Fozzie with the chest and cackles. Fozzie reads from a paper.
Fozzie Uh … "Hark! I hear the cannons roar!" No, "Hark, the cannons rβ€”" Ugh!
Enter Scooter.
Scooter Hi, Fozz, What's wrong? You look worried.
Fozzie Uh, well see, it's my new act. I hope it works.
Scooter Oh, come on, you're the greatest!
Fozzie Yeah?
Scooter Yeah, you're always good. Besides, you're on soon. Now is no time to panic.
Fozzie Oh, well, see, I got ten minutes of jokes here on the war of 1812.
Scooter Now is the time to panic.
Fozzie (groans)
Scooter Listen, if you're really in trouble, why don't you just use the old telephone pole bit?
Fozzie "The old telephone pole bit?"
Scooter Oh, yeah, it's the best.
Fozzie Well, I don't know it. How does it β€” ?
Scooter It's a classic!
Fozzie It's a classic?
Scooter Yeah!
Fozzie Oh! Oh! Terrific. I can use it. Tell me, what is it, what is it, what is it?
Scooter Okay, okay. The curtains open …
Fozzie The curtains open!
Scooter The audience is there …
Fozzie The audience is there!
Scooter There we are together, on stage! You and I …
Fozzie There we are together β€” Hold it! Ho, ho, ho, ho, ho … "We?"
Scooter Well, yeah.
Fozzie No, you don't understand. You see, I am a stand-up bear.
Scooter Uh-huh.
Fozzie Yeah, yeah. See, Iβ€” I work alone. I tell the jokes on stage alone.
Scooter Ha-ha, no, you don't tell jokes in the telephone pole bit.
Fozzie Why not?
Scooter Well, you're the telephone pole.
Kermit (passing by) Cute. Cute idea.
Fozzie (to Kermit) We'll see.

"An Old Fashioned Love Song"

Kermit OK, right now, friends, it is my great pleasure to introduce one of the most talented people in our business - and it's a real treat to have him with us on The Muppet Show - Mr. Paul Williams.
As Paul sings "An Old Fashioned Love Song," he is joined by two caricatures of himself and the Gogolala Jubilee Jugband.
Waldorf Bravo!
Statler Encore!
Waldorf Bravo!
Statler Encore!
Waldorf (chuckles) He's a credit to his race.
Statler What race is that?
Waldorf The hundred-yard dash.
They chuckle.

Muppet Labs

Dr. Bunsen Honeydew Welcome to Muppet Labs, where the future is being made today. Folks, let me take just one moment of your time to acquaint you with a fascinating new product. It's Muppets All-Purpose Tenderizer. (displays a tin shaker) Now, you can use it on all sorts of dishes. For example, dishes like this one here.
He breaks a dish against the counter.
Dr. Bunsen Honeydew Whoo, that's one of the problems with dishes, isn't it? They do tend to break. But if you had used All-Purpose Tenderizer in such fashion as this … (sprinkles powder on another dish) … your dish would have been as tender as this …
He folds up the dish like a piece of paper and presses it against his cheek.
Dr. Bunsen Honeydew Oh, it sets me all aquiver! (kisses it and puts it down) Well, it's lovely. And what it does for dishes it can do for utensils too. Watch.
He sprinkles powder on a metallic soup ladle.
Dr. Bunsen Honeydew Only takes a second …
He holds up the ladle and watches it droop.
Dr. Bunsen Honeydew So there it is. Muppets All-Purpose Tenderizer. It's new from Muppet Labs.
He feels the top of the table, noticing how rubbery it is.
Dr. Bunsen Honeydew Oh, goodness. Okay, who's the smarty-pants who tenderized the table? I mean it! (pokes at it some more)
Waldorf Science, huh? They can put a man on the moon.
Statler Huh. Yeah, but they can't put a moon on a man! (laughs)

A Poem by Rowlf

Rowlf stands in a patio area.
Rowlf "Silence." A poem by Rowlf. That's me.

Silence. Hear the nothingness.
Listen to the quietness of everlasting space.
Down the winding velvet corridors of time it sweeps …
And sweeps … and sw β€”

He pauses, as George the janitor sweeps the floor behind him.
Rowlf And sweeps away the sound of creatures crying in the night.
Behind him, a bird walks by and squawks loudly.
Rowlf (catching up) "creatures crying in the nightβ€”"

And cry we must, for we have tasted the forbidden fruit.

The bird continues squawking. Miss Piggy walks by, munching on an apple.
Rowlf But lo, lo, the faceless names … the β€”
George walks in front of him, sweeping.
Rowlf …faceless names, nameless faces, whisper of our woes … that …
Zoot and Janice pass by, whispering to each other.

But over all, over all, the blessed silence falls.
Sweet serpentines of silence singing their sad song.

Behind him, Wanda enters, ululating scales.
Rowlf Out of the silence and dark, we build the music, silent music.
Scooter shows up with a transistor radio, dancing to the music. Rowlf becomes more exasperated.
Rowlf And the endless emptiness of emptiness drumming in our ears.
Animal shows up, playing the drums. Rowlf finally loses his cool.
Rowlf Will you all get out of here?!
They all exit as Rowlf collects himself.

But in … in the end … all is silence.
Quiet … silent ways. All still.

Enter Kermit.
Kermit Uh, could you hold it down, Rowlf? We're trying to do a show here.
Rowlf breaks down and sobs into a handkerchief. Kermit scowls and walks off.


Paul stands on the proscenium and addresses the audience.
Paul You know, when they asked me to do the show, I was delighted. This is a great show to do. I have a special reason for being very excited. You see … except for me, the entire cast is Muppets. Muppets are little, tiny things, and for the first time in my life, no one will make jokes about how short I am. For the first time in my life, I am the tallest person on the show.
He is surrounded by three tall characters.
Paul For the first time in my life, I will cry in front of 30 million people.
They hug him.


Fozzie stands still.
Fozzie (monotonously) I am a telephone pole. (hums)
Enter Hilda.
Hilda Fozzie, what are you doing?
Fozzie It's my new act with Scooter. I'm practicing to be a telephone pole. (hums)
Hilda That's ridiculous. You don't look like a telephone pole. No one would believe you were a telephone pole.
A telephone man walks by, wrapping some wire around Fozzie's nose.
Telephone man (singing) I am a lineman for the county …
Hilda … on the other hand, what do I know about telephone poles?
She walks off. Fozzie continues to stand still.

At the Dance

Couples dance in a ballroom. George dances with Mildred.
George the janitor Huh. I'll be darned. You say that's your boy? Huh. How could you have a son that age?
Mildred I didn't. When I had him, he was just a baby.
Miss Piggy dances with another pig.
Pig Oh, how do I love thee? Let me count the ways. You are more beautiful than the summer days.
Miss Piggy (RH) You know, there's a lot of ham in you. (laughs)
Janice That man is annoying me.
Zoot He isn't even looking at you.
Janice That's what's annoying me.
Loud lady (loudly) I can't understand it! I just can't seem to hold on to a job! My last one only lasted for ten minutes!
Green man Yeah? What were you doing?
Loud lady (loudly) I was a librarian!
Animal dances with a woman.
Animal Hey, you wanna take a trip?
Woman Sure, I'd love to.
Animal Okay! Hang on!
They get a running start, and fall over. Animal grins, picks her up and continues dancing.

UK Spot

Mary Louise leads the frogs in a performance of "I'm in Love with a Big Blue Frog". After the number, Statler and Waldorf imitate the frogs.

Talk Spot

Kermit and Paul sit together at the regular "Talk Spot" wall.
Kermit Well, Paul, listen. Listen, Paul. I just want to say what a real thrill it is to have you on the show!
Paul Yes, that's very kind of you, Kermit. Thank you.
Kermit Yeah, and you know what? You're not gonna hear any jokes your being little-bitty and small and cute and all that sort of thing like you are. You're not gonna hear that comin' from me.
Paul You promise?
Kermit No.
Paul Us little guys gotta stick together.
Kermit Oh, yeah, listen. And besides that, there have been a lotta famous people who were small in size.
Paul It's true.
Kermit Sure, like Napoleon!
Paul Uh, Truman Capote?
Kermit Uh, Mickey Rooney!
Paul Tom Thumb.
Kermit Not to mention the legendary Wally Blatner.
Paul Wally Blatner, a fav-who is Wally Blatner?
Kermit Oh, he invented the elevator shoe.
Paul The elevator-really?
Kermit Mm-hmm.
Paul Lifts, right?
Kermit Right, right.
Paul Whatever happened to ol' Wally?
Kermit Well, one day, somebody pressed his down button and he was never seen again.
Paul Down button...oh, I get it. You mean he...
Paul points downward. Kermit squishes his body down, imitating a mechanical noise.
Kermit Just like that.
Paul That's terrible. That's terrible.
Kermit (resuming his normal position) Yeah, if you think that was terrible, what about the twelve people who were riding with him?
Paul (laughs) The most ludicrous story...I mean, even told by a frog, that's-that's...that's ridiculous.
Kermit Really? Hey, do you wear lifts?
Paul (shrugs) Sometimes, yeah.
Kermit Oh yeah? Going up!
Kermit pushes Paul's nose and Paul ascends above.
Kermit Now Paul is someone everyone can look up to. (laughs)


Fozzie continues practicing standing still.
Fozzie I am a telephone pole. I am made of solid wood. I am a telephone pole. I am made of solid wood.
A woodpecker starts pecking his face.
Fozzie I am too talented for my own good. Will you please?
Fozzie shoos the bird away with his hat.

Travel Agent

Paul is seen working at a travel agency, talking on the phone with a client.
Paul Yes, ma'am, you are confirmed: two tickets to New York City. Thank you.
Beautiful Day Monster enters, scatting.
Beautiful Day Monster Hello.
Paul Hello!
Beautiful Day Monster I want to go to Pittsburg!
Paul I can send you to Pittsburg first class on a supersonic jet for $764.
Beautiful Day Monster Uh, you got anything cheaper?
Paul Well, I can send you to Pittsburgh coach class on a subsonic jet for 511.
Beautiful Day Monster Uh, you got anything cheaper?
Paul I can send you to Pittsburgh excursion economy in an old prop job for about 398.
108 pittsburgh.jpg
Beautiful Day Monster Uh, you got anything cheaper?
Paul Yeah. I could send you to Pittsburgh standing-room only on a broken-down old bus for about 75 bucks.
Beautiful Day Monster Uh, you got anything cheaper?!
Paul (chuckles) Yeah, I think I can work somethin' out for ya', pal!
Paul pulls a lever attached to his desk. A 5,000 pound weight falls onto Beautiful Day Monster. It slowly rises back up, where the monster has been completely flattened underneath. Paul picks him up.
Paul Hey, Charlie. You wanna mail this to Pittsburg?
Paul tosses the monster away like a frisbee.

Talking Houses

Zoom in on the two left houses.
House 1 My mother is very religious.
House 2 She's a fanatic?
House 1 No, she's a church.
Zoom out. Musical button.

Wayne and Wanda

Main stage. Sam stands on the proscenium.
Sam the Eagle And here they are now, my kind of people. Wayne and Wanda!
The curtain opens. Wanda lays in a box, as Wayne saws her in half. Music swells up.

Youuuuuu doooooo
Something to me β€” Oww! Ow!

Muppet Newsflash

The Newsman rushes in.
Newsman Here is a Muppet News Flash! Arnold Stockman, a retired shoe salesman, recently had a most unusual experience and we here at Muppet News Central feel it is a story that should be shared with everyone! Here in his own words is Mr. Stockman to tell you of this most bizarre event!
Mr. Stockman (Paul) appears on screen.
Paul Well, it was about a week ago...
Newsman Mm-hmm.
Paul And...I was sitting at home watchin' television. Must have been about nine o'clock.
Newsman Mm-hmm.
Paul Suddenly, the phone rang. Well, I picked it up...
Newsman Hm.
Paul ...but, there wasn't anybody there. So, I hung up and then I went back to watchin' the television. (beat) Darndest thing.
Newsman Whatever unusual events occur, you'll hear it first on Muppet News! (frowns)


Scooter reads some notes in Kermit's office space.
Scooter Boy, my uncle'll be really interested in this.
Kermit (rushing in) Uh, that-that's private business here, Scooter, uh.
Scooter Uh, sorry.
Kermit Oh, an-and by the way, you guys are really gonna do the ol' telephone pole bit?
Scooter That's right, chief! (salutes)
Kermit Lots o' luck.
Kermit exits. Fozzie appears at the door.
Fozzie Scooter?
Scooter Hmm?
Fozzie I won't do it.
Scooter What?!
Fozzie I just found out what the telephone pole bit is and I will not do it! (slams door)
Scooter Oh, come on. Fozzie, come on! (knocking) We're on now! Besides, we'll be terrific!
Fozzie opens the door and the two start walking toward the stage.
Fozzie Scooter, we will not be terrific. We will die out there. Dieee!
Scooter Of course we're not gonna "dieee." What makes you think we're gonna die?
Fozzie spots a pair of vulture-like Frackles sitting on the second floor railing.
Fozzie Just a hunch. (moans and exits)
Frackles (squawking)

The Telephone Pole Sketch

Kermit enters onstage.
Kermit Well, folks. We got a little something different for you tonight in the ol' comedy spot. Our own Fozzie Bear is being joined by our gofer Scooter. And here they are doing that classic sketch, the telephone pole bit!
Kermit walks out as the curtain opens with a fanfare. Fozzie is wearing a pay phone costume, with Scooter standing beside him wearing his hat.
Scooter Hel-lo! And what's your name?
Fozzie Mike Oznowiczski.
Scooter Oh, so you're the telephone Pole!
Music plays as the curtain closes.
Statler Good old Fozzie. He's never been better!
Waldorf Or shorter.
Statler Same difference. (both laugh)
Waldorf Hey, shhh.
Statler Oh.

"Sad Song"

Paul sings "Sad Song," accompanied by Rowlf, Floyd, Animal, Zoot and a Muppet chorus.


Kermit Well, that's about the end of the show, folks. We'd like to thank our special guest star, Mr. Paul Williams!
Paul enters to applause.
Paul Thank you. Thank you, Kermit, I-I've loved every minute of it, little guy. (chuckles)
Thog and Sweetums appear beside Paul. Thog chuckles.
Paul (clears throat) Except, of course, for the parts that I hated, ya' know.
Kermit Sorry about that, Paul. Hey, but, we'll see you next time on The Muppet Show!
The Muppets gather around Paul as the closing theme begins.
Waldorf Eh, this show is good for what ails me.
Statler Yeah, well, what ails you?
Waldorf Insomnia.