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Day 5: Egos of Gold and Scarlet

There was a calm scene within the bedroom, the doors and windows all closed as snowfall descended briskly down. The very young wolf cub was sitting pensively and looking deeply upset, trying not to pay attention to the soft groans of a beautiful but ill wolf mother, lying in bed under the covers, sweat dripping from her forehead. A wolf father, coming from the outside, opened the doors to the bedroom, carrying what he hoped would be the cure for her condition. Cold water, a rag, healing herbs and berries. Desperation was etched on his features but the young wolf cub looked to his father and greeted him politely yet sadly. Winter had not been kind to these individuals, not that it ever had been seen fondly by the residents of Happy Tree.

"D-dad, is mom... going to be alright?" Worried the young wolf cub, his father ignored him and hurriedly started mashing the healing herbs and berries in a mortar and pestle.

"Put this on your mom's forehead, quick!" Barked his father, the cub had done so, with his father feeding the ingredients to the canine mother, barely having the strength to even swallow what could be a futile attempt at saving her life. She had been sick for a long time, ever since an ill-fated illness had snuck into her heart during this merciless time. Any act that she or he could've done to change her fate was looking impossible to find. She herself felt as though right now she had become a burden to her family and she didn't want either of them to risk their lives or their future sustainability by trying to save what couldn't be saved.

"Just let me die... You no longer need to trouble yourself with me." Whispered the mother, which outraged the all too worried husband who growled. The wolf cub held onto her arm tightly.

"Mom... don't say that... W-we'll cure you, and then... And then we'll be happy again... right...?" Continued the wolf, but the mother just silenced him with a finger to his snout.

"It's alright, I want you to know that despite the hard times we had. They were the best moments of my life, I'm glad to have shared them with you... And Axel. Please, take care of our boy when I'm gone, promise me... Please." Begged the mother, her hands were shaking and her breathing started becoming ragged and she coughed strongly. The father clutched her paw hard in between his, matting the fur on his face with tears, along with Axel. Axel, the wolf cub, got up from his chair and held onto her mother tightly, sobbing openly and loudly now.

"I will. I promise...!" Said the wolf, the wolf mother smiled before she found it too hard to breathe, her body tensed up... Until her body grew cold and still.

"Mother!? Mother!!!" Was all Axel could say, shaking his cold, dead mother's body, while his father sat silently. The father and son coped their own way with the loss, pure unadulterated grief. Axel could only remember how he felt so stripped of maternal care and love and nurturing from that point on. How his father always appeared so torn and lost, much like Pop occasionally did on wistful, gloomy days or whenever he visited his wife's grave for the anniversary of her death and their wedding day. That he couldn't resist nature itself if it wanted to kill him and those who he loved most. Yet he wanted to defy that in some way, to be in control. Or at least make it so that no one would suffer such injustice without doing their damnedest to prevent it. It was what made him someday hope to find and learn magic, to gain powers over the elements. So maybe then he wouldn't see his kingdom be subjected to the harshest winters anymore... Or if the legends were right, a chance of bringing the dead back to life...

Months had passed since the mother's passing and it was now spring, the young wolf had matured into a fine one, having spent 5 winters since he was born, the farming life had molded his mind to a life of hard work. Helping his father pick the crops of their farm, the spring season had given them a bountiful harvest, despite being one of the suppliers of the kingdom's produce, they never bothered to have guards stationed nearby. The farms were out near the coast before the massive forest was reached which led to the other parts of the land, leading to a beautiful sight and the brisk smell of sandy air every now and then. But the wind always cooperated into making sure crops, produce and animals were fully taken care of. Axel had always rather liked this area but knew it wasn't suitable for living as there were hardly any houses available and they could not so easily afford to have a finer place to stay than where they were now. Most of what they produced was often bought to make a living after all and they did their best to save what they could when they had it. He was still learning his way of how the world around them worked, so it was something he couldn't quite decipher yet.

Axel busily picked the crops until he felt that someone was watching him. He turned around and hiding behind the trees of the forest, were people, dressed in expensive-looking furs and leather, spying on them and most likely had ill intentions with them. Particularly considering a few were brandishing sharp blades on their personnel. After all, a non fortified farm was ripe for the picking for bandits, and it seemed that they had something in mind for both the farm and them. Normally farms were not considered viable targets but as the kingdom progressed as a nation and the problem children of the past grew into problem adults, no place was safe. Especially not around Riftvalley or Bleakburn. The way they circled the area like vultures was unnerving and further showed their malicious intent. Axel was confused, startled even by the fact that they hadn't approached but were watching him and his beloved fathers in a way that seemed dangerous.

"D-dad, there's people behind the trees." Said Axel wearily, fearing that as soon as he or his father had made any sudden movements, the figures behind the trees would come charging.

"I know, I've seen them for some time. Axel... I need you to go to Happy Tree, and tell the guards. They'll surely send help... there's no way that with their weapons that they are here for a calm and peaceful visit." Warned his father, not looking at him, acting as casual as possible.

"B-but, what about you? Why don't you come with me!?" Axel lost his composure, begging his father to go with him.

"Axel, please, just do what I say. We can't lose this farm, not after losing your mother. I will be fine, now go!" Commanded his father, pointing a claw to the direction of the kingdom. Axel hesitated for a second, if he just hurried, him and the guards would make it in time, the sooner the better.

Axel sprinted on all fours, not caring how much his legs burned or how tired he already was before running, his one and only remaining family was all that was left to him. He didn't care about the farm, he didn't care about money, the only thing that mattered to him was his father. And he wasn't going to lose anything else anymore. Miles were run, sweat dripped down, exhaustion seized him... he didn't give in.

Axel had made it to the gates, with two guards stationed nearby. Axel was filled with hope, if the guards agreed, they would come back with cavalry to the town and slay the stalking brigands on horseback and save his father's life. Or at least be enough in presence to make the brigands regret their decision to try to ambush their farm.

"Sir! Please come to the farm! It's important, bandits have decided to raid it and my father's life is on the line!" Exclaimed Axel, wheezing at having run at such a distance, especially for his age. If it hadn't been for his natural agility and stamina as a wolf, he probably would not have lasted for the long run.

"Afraid not pup, there are more important matters to attend to." Said a stubborn guard, remaining standing on their position.

"Please! My father's one of the farmer's supplying the kingdom! We could pay yo-" Axel begged, desperate and the panic in his voice sounded desperate.

"Pay me eh!? What's a little pup like you could offer me? Pay us not! We have to stand guard when there's been a rising in bandit attacks recently. Ever since that blasted House Lionell got a new leader, this town has been going to the doghouse. If you'd like, we can send men to patrol for you but we have no intention of leaving to someplace so far from the attacks!" said the guard coldy, Axel gritted his teeth in return, this was who they were providing for? A bunch of stuck-up knights that were not willing to save his beloved father? After losing his mother no less? Some of his father's friends had complained about the knights being too stingy and stuck-up in how they held and enacted their code. Now he was starting to see the ugly truth for himself.

"Please! Just send one maybe two good men! We're not asking for much just please save my father!" Said Axel, clutching the chainmail armor of the guard. It struck him as very heavy and uncomfortable to grab onto...

"Get off me! Take your business elsewhere and we won't have to haul you away to the dungeons!" Said the guard, his fellow associates sneered at the wolf. Axel ran out of patience, and lashed out at them.

"Oh yeah! Well... you're no knights at all! Why don't you just say you're a bunch of cowards that disguised themselves as knights so you could live the easy life while tree friends like me and my father do all the work!" Screamed Axel, too upset to even care about who he was offending, the guards seemed to have been riled up by his retort.

"What was that you little shit!?" Angrily bellowed the guard, making a grab for Axel, Axel ran away. The guards were no help at all, and he has no choice but to run back and hope his father was all right. Maybe he could convince his father to just run away with him? Yeah, that would be better. This kingdom wasn't helpful to them anyway. They could move somewhere safer, somewhere they would be free of bandits and oppression. King Flippy for all his bravado, for all his stories of kindness and mercy, never seemed to help Axel or his family out of their growing predicament. How was he expecting Happy Tree to last in this dire state?

When he had made it back, he wished that he was still in bed, that he will wake up from this terrible nightmare. He had been reduced to crawling on hands and knees, being so genuinely tired from the ordeal. Once he reached the site of his beloved farm, a sight was found that made him scream in terror and horror. For in front of him, besides the harshly pillaged soils of their farm, was his father's corpse, watering the soil with his blood. The fallen tree friend who had raised him somehow was smiling through his death, maybe hopeful in what Axel was off doing... or accepting that Axel would have to do things alone from now on and hoping for the best of his son. The image of his dead father brought no joy to Axel but by now the wolf was numb to the idea of letting these bastards have the pleasure of seeing the suffering on his face. The bandits took notice of him, staring with mocking laughter and grins at him.

"You the one this poor sop called Axel? You should have seen how he begged for his life" Laughed the bandit leader.

"Oh please. Spare me, my son is all I have and he has nobody left except for me." Mimicked another bandit. Axel tucked his tail between his legs and bit his lips to the point of drawing blood. He hated it, cursed this day, dreaming of whether or not the guards coming with him have made any difference?

Axel wailed, and got on his knees, hugging the dead corpse of his father. Not caring that he was staining his clothes with his father's blood. After all, his father had hugged his mother's corpse when she had passed away, it seemed very much the same way here... He looked up to the bandits, greedily looking over to his farm and few looking amused at Axel's despair. It hurt his feelings to the point Axel wanted to die alongside his father.

"Whyyyyyyyy....?!!! Whyy... *Sniff* did y-you kill himmmmmm?! D-D-Didn't... *Sniff* You have fathers too...?!" Sniffled the young wolf. Axel begged them for reasoning. Any sort of understanding as to why they felt they had to strip his final parent. Why they could be so cruel...? Axel thought in his torn and rattled mind.

"Simply because he was weak and Happy Tree is our domain. Weak lot like you farmers can get lost or simply surrender your belongings and lives to us! The strong conquer the weak! It is how life is meant to be!" Bellowed the tallest of the bandits.

"W-weak...?" Axel sobs grew stronger, heaving with intensity and despair.

"Come now, you have a choice young one. You can let us kill you to join your father or perhaps you'll simply let us have what we came here for and let you try to become strong yourself." The bandit was completely insensitive and heartless, but Axel was too young to know entirely why these were his only choices. All he knew was that his parents never wanted him to die, they thought of him as precious and important and wanted him to live a long life. He could never throw that way so soon...

"I-I d-d-don't... want to dieeeeeeeeeeeee!!!" Axel wailed and pleaded, clutching his father's corpse tightly like a shield.

At this point the bandits simply laughed and walked past him to get to the farm. At 5 years of age, Axel had lost his mother. And now... his father had fallen to Tree Friend's hands. Something that he could've stopped, intervened with, prevented... But how could he? He didn't have the authority or the justice to make the bandits leave. He didn't have the strength or the understanding of what was considered 'strong' to be able to stand up for what he loved the most. It was the cruelest twist of life he felt. The guards were pitiful at honoring their code, hellbent on what their King had supposedly instructed them to do. Not willing to take the long trek to help some meager farmers who they regarded lowly.

"Aghh... augh... *Sob*" Axel couldn't hold back tears of sorrow and frustration, tearing at the grass before him with strong fists before ultimately banging his fist upon it.

There was no hope, he'd die of a different reason sooner or later. The world was unfair, it's always been for him and the commoners. Until he met Pop, he had become a homeless renegade and spent thirteen years on the streets trying to make a living. He could try going to another land but he lacked the weapons and income to even make a new start. No matter how much he volunteered and worked for, people were not willing to give him a committed salary. Pop later told him that this was around the time he had been on leave for what happened to his wife, the tragedy seemingly sometime before Axel lost his dad. Those two knights who rejected Axel so harshly were disciplined by Pop in due time though Axel never saw them again, apparently they'd died in battle or trying to stop the increasing criminal activity of Happy Tree. Axel had lost everything in his old life... still wanting revenge against those bandits. But in time, more people had their ways with him, exploiting him physically and mentally until he was committed to wanting to bring them to justice someday. All he wanted to do was make Happy Tree worth living and his life worth living...

"Ahhh...!"

Axel was abruptly woken from this reflective dream up by the sound of a moan, no, not a sound of moan, but several of them. Axel looked to the side to see Toothy and Handy themselves have covered their ears with their pillows, as several prostitutes were making lots of disruptive noise from adjacent rooms, probably being plowed by the common folk of the town. The house they had rested in clearly was a brothel on the side, making for something very uneasy to deal with from more innocent adventurers like Axel and his pals. So much for a good night's rest. Axel frowned to himself, realizing he had forgotten about the days each of his parents died. He had only been taken to his father's funeral by the friends of his father and even that was still very much a blur. This dream didn't seem familiar to him at first but he concluded it must've been the truth. He had just blocked it deep inside as the weakest moments of his life and the day his jaded outlook on life first sprouted roots.

"Ugh, how could anybody stand sleeping here?" Handy grumpily muttered to himself, hitting the walls with his feet so they would pipe down, which was easily ignored given they were the only patrons to have the intention of sleeping here.

"Yeah, even I wouldn't like having sex this early, but this is our chance. If the morning is still young, the guards must be sleepy as well, so we should go now." Said Toothy, preparing his axe and straightening his clothes.

"...Good idea Toothy, let's go." Said Axel, recovering from the nightmare he had, the last thing he wanted while rescuing Petunia was to become emotional in the middle of their supposed rescue.

The outside of Riftvalley during the daytime was... not pleasant to look at. Buildings had a rundown atmosphere about it. Buildings seemed like they needed fresh paint, were too big or too small, had bars and chains on some of the windows and doors, and not many people were out and about but plenty were seated in the alleyways or standing around suspicious looking stands. The air smelled of smoke, overly sweet essences, and disturbing substances that no tree friend wanted to identify. It was certainly nothing compared to the destination they came here for... After managing to secure a quick but surprisingly delicious breakfast of baked meat pies and water, the trio slowly but surely navigated through the risky streets towards the Fort.

The elaborated if somewhat gaudy mansion itself was a sight to see. It towered over the rest of the buildings, shone with radiant gold and pink paints and served as a reminder of how the ruler of this town had neglected its people. The crest of Lionnel castle adorned the gates and it seemed as though quite a bit of activity was going on already. Some released bandits had unwisely provoked the knights, getting up from their sleep, trying to sweet talk their way into the Fort. It was no secret that Baron Disco Bear carried many valuable, rare, and unique treasures in his hallowed home. Normally pedestrians were allowed to simply stroll along and gaze at it, but no one could enter unless they were a client, an employee, a member of Disco Bear's elite guard, King Flippy, or invited personally by the Baron himself. As such, the elite guardsmen were fighting these ruffians and were showing easy domination over them.

"Great, just when we're planning to get inside, the bandits had the same idea in mind to go early in the morning." Said Handy, giving the frustrated stare at the supposed bandits.

"Relax, Handy we could find another way in. Maybe these guys can provide a distraction while we sneak inside." Said Axel, he paused at seeing a familiar yellow rabbit walk next to him.

"... Axel?! By gods...! It's you! And Handy! Pals!" Suddenly, Axel found himself glomped from the side.

"Cuddles?! Holy crap you are safe!" Handy seemed happy to see Cuddles, the bunny who appeared to have armed himself with a small dagger that was attached to a holster on his belt and was wearing very similar clothes to that of bandits himself. Perhaps he had picked them off of some bandits he was able to fend off but it did raise several questions for Axel.

"Cuddles, don't tell me that your senses have been warped by the recent events that happened" Said Axel, not amused by the sight of his 'friend' dressed as a bandit.

"No no, you got it all wrong. I'm here because Giggles has been kidnapped by the baron!" Defended Cuddles, raising his arms in protest and tapping his foot quickly.

"Just like Petunia... so then this isn't just a one-time thing on his part. I'm Toothy by the way." Toothy mentioned.

"Oh. Well good to meet you. Did Axel save you from bandits? He can fend off goblins so I imagine it was just as badass when he saved you!" Cuddles looked excited and his ears seemed to sway with his motions.

"Paranoid townsfolk actually. Then he saved me from bandits but I'm not some weakling. I was able to protect myself with my axe. I'm a lumberjack by trade." Toothy explained, flexing his muscles boldly.

Axel had to smiled a bit at this. Though he wasn't stupid in assuming there was more to what happened that he needed to know. As Cuddles stared at Toothy like he was an ideal role model, the wolf spoke,

"It's great to see you are alright Cuddles but what happened that led up to Giggles getting kidnapped?"

"Oh um... well, I had gotten permission from my father to go see Giggles because Giggles sent me a letter the morning of what I can only describe as 'Good Kings Gone Bad.' She wanted to go on a date at one of Treasureoak's finest eateries. I kind of prefer Lushwood food but Treasureoak stuff has a lot of things I haven't been able to try before... Anyways, by the time I got there, me and Giggles both saw the letters from King Fliqpy being distributed and then the bandits swarmed the streets. I only had my horse and Giggles present on me so I wasn't able to defend us as well as I had hoped. Eventually I got stripped of all my clothes, my horse was taken, my gift as well, and Giggles was taken by what I later found out wasn't bandits but Disco Bear's elite guard! Imagine that. I went home to check on my father and luckily he barricaded the house and gave me the dagger to fend for myself. Some jerk then broke the window and I had to kill them but I got some nice new threads in the meantime. I thought it'd help me blend in better. So then I did some snooping around, found out other girls had been taken and that pedestrians were being prohibited from coming to the Fort that he lived in. I was going to stage a break-in... eventually, but I wasn't sure how. I'm glad you're here though. We need to save her! I can't lose my beloved chipmunk to a fatass bear!" After a surprisingly entertaining and well-told story, Cuddles grabbed Axel's arm in hopes of getting him to help.

"Why does this sound like a children's story except the dragon is a fat bear?" Wondered Handy, finding the situation all too cliche.

"That's not important! The important thing is we should rescue Giggles, and everyone else from that fat bastard!" Said Cuddles.

"You can count on me Cuddles. Granted you did tell us some information that makes this harder. If even we can't even approach sneakily... can anyone get inside?" Axel grunted.

"Hey wait... aren't those those two raccoons?" Handy pointed with his nub and everyone followed the direction.

As suddenly as it happened, they noticed the guards (Who had felled the bandits quite ruthlessly and their corpses lay on the ground) seeing two raccoons charging at them. They seemed well-trained in their defensive stances and made the first thrust but then the raccoons slid to the ground as though dramatically scoring a base in a children's game, sending dust spiraling up into the knights' eyes and dodging the too high attacks (For the fort was settled on soil of the nearby valleys and their cliffs). Then the raccoons proceeded to pummel the elite guard easily with surprisingly brutal blows of punches and knees and elbows that without armor, the elite guard felt the full brunt of. The four tree friends seemed pretty amazed at how efficiently the twins worked together and dispatched of the guards. Then they could clearly see the twins pilfering the guards of some weapons and materials.

"Huh... Guess they're more than just thieves... But how'd they get in?..." As if to answer Axel's question, he then saw Lifty eye the four of them with a somewhat cautious look. He gestured to Shifty to notice them and Shifty spotted them and stuck his tongue out at them before they got into a brief discussion. Axel pouted at that rude display but then again he wasn't expecting these two brothers to redeem themselves anytime soon.

"Humph, they don't seem like trustworthy fellas to me." Toothy muttered.

The twins finally seemed to settle on something and gave cocky grins to the heroes before Shifty revealed a key he had on hand, pulled from one of the guards. He and Lifty then made their way to the door and unlocked it quite easily, Lifty slipping inside first and Shifty right afterward. Shifty took one last look at them before closing the door, mouthing 'meet up with us', and then shut it. The door was now firmly unlocked. A safe and secure route into Disco Bear's lair had been granted without any of them needing to lift a hand to do it.

"Well would you look at that, looks like those two just gave us our ticket inside the mansion." Said Axel, thankful and amazed by the usefulness of the two thieves, even if they were bandits themselves.

"They want us to meet with them though? But... why?" Cuddles asked puzzled.

"I don't know, but I don't trust them. It's clear that they're here to rob Disco Bear blind, probably lead us into a trap and pin the blame on us once they looted the place clean. But we have no choice, the only probable entrance is the front door at the moment so we can only go there for now" Said Axel leading his friends towards the door, he didn't forget the stunt they pulled with Lumpy.

"So how do you know them?" Cuddles asked.

"They took a... merchant as hostage, we caught onto their bluff of killing him, and they sort of gave up. Though they seem to have a grudge against me for stopping them. They also are thankful for Fliqpy for letting them out of prison which simply won't do." Explained Axel.

"I mean, they are probably robbing the rich for themselves rather than feed the poor but what if they have other motives?" Toothy offered as they finally found themselves inside.

"Don't be silly Toothy. Bandits like them are all the same..." Axel stopped speaking once he took into account the interior.

The inside of the fort was surprisingly elegant. The carpet had a stunning red and gold baroque pattern while the walls were finished with pure white stone. Paintings of various members of House Lionell and done by prestigious artists were adorned on every wall and the halls seemed long with several different doors down the hall in front of them while the left and right halls seemed to lead to bigger rooms, presumably a keep area for the guards and a work area for the prostitutes under Disco Bear's employment. There was also a flight of stairs that seemed to lead upward down the hall beyond two more pathways. Ideally, going straight was the best move for now since it likely led deeper to where Disco Bear, the kidnapped victims, and ultimately the twin brothers were. It was a different sort of glamour altogether from King Flippy's castle but Axel wasn't sure he liked it. It felt too sickly sweet in his eyes, as though someone wanted it to look as beautiful as possible to mask the ugliness within.

"Wow, I've never been to places as lavish but this but man, what a life it could be if you actually lived here." Stared Cuddles in awe at the interior decoration.

"Don't get distracted Cuddles, we're here for Giggles and the other girls remember?" Reminded Handy, making Cuddles rubbed the back of his neck.

"I wish we had a map..." Toothy confessed, his ears dropping slightly.

"Well if I'm making a guess, if Disco Bear is keeping captives in here, he's either keeping them in an underground dungeon which probably means there's a set of stairs leading down, or the girls are being kept in their own rooms." Concluded Axel, there was a certain truth to it, this place was big after all. And a lavish mansion such as this couldn't have been obtained through ordinary legal means, probably by inheritance. So it meant that there was probably some secrets to this Fort that Baron Disco Bear kept hidden to himself.

"Either way, we need to scour all the rooms to find where the captives are being held and get out of here. And be weary of those two thieves" Advised Toothy, the four of them nodded, and split off into groups of two.

Toothy paired himself up with Cuddles to explore the upstairs area while Axel remained on the ground floor, searching for a possible stairway. Handy knocked on the nearby doors to find that there were no answers on them. If it was early morning, then it was probably the prostitutes were not yet needing these rooms for their work, or at least that maybe someone was still sleeping inside or they had nobody inside. Axel had to chuckle at the sight of Handy using his head to knock on the door which Handy noticed and blushed slightly. Axel and him were still afraid of going beyond the two biggest doors in fear of stumbling along a bigger crowd of people or elite guards so they went down the left pathway where the stairs were located. Left had always seemed a safer direction for some reason and thus they felt it would be the best one to lead them to where they needed to go.

Cuddles and Toothy, on the other hand, themselves found several rooms but no captive women, curiosity got the best of Cuddles however and opened one of the drawers, finding what seemed to be a... Model of what seemed to be a canine phallus. Cuddles' eye twitched in disgust, and thought if the artificial appendage may have been used by women... Or men, making him drop it and leave the room immediately. Toothy glared at him to focus on the task at hand which he gave a silent sorry to him. Cuddles apologized to Toothy, admitting he always dreamed of spending his intimate moments with a beautiful woman. Toothy said he wasn't sure if he'd ever find love but concluded that they weren't going to find it here if they were captured. This got Cuddles motivated to focus and they set off looking the upstairs floor.

After seeing the left pathway was full of what was some more elaborate decor and doors, Axel reached what seemed to be a closet, which the very plain appearance seemed to indicate it was. Handy though, seemed to see that there was something inconspicuous about this closet.

"Hey Axel, I think there's more to this closet than you think." Said Handy, feeling up the back of the closet with his feet after opening it and seeing nothing but some scattered belongings.

"The only thing that's more to it is probably some hunk's underwear or toy collection. Come on let's search some mo-" Axel was cut off when Handy accidentally discovered the other side was a wooden sliding door. Handy gave a smirk at Axel after opening the door with his teeth.

"You were saying?" Handy grinned at him, Axel rolled his eyes and followed him inside. They heard what seemed to be grunting, they looked to see just in time, both Shifty and Lifty, slip in through the bars of what seemed to be a treasury of sorts. Dead guards (Or they appeared dead based off the blood pools under their bodies and the bloody weapons) ruined the floor as Axel could see the vaults carried gold. TONS of gold. Gemstones and fine pieces of artifacts and jewelry too mixed in to make a fitting and appropriate display of wealth. Axel was impressed at Disco Bear disguising a plain closet as the main entrance to one of if not the main treasury of his Fort. Though he was more impressed, if disturbed, at the twins increasingly proven combat capability. How were they even captured in the first place? He thought. He was now really starting to imagine taking them seriously but for now he respected that they were opening up this place for them.

The two thieves hauled and looted all the gold and jewelry they could see into a sack, too distracted by the riches to notice Axel and Handy in the meantime. There was too much treasure to fit in the sack and carry out smoothly but it seemed the twins were satisfied with having even just a sack full of riches. Truly, this was enough to put anyone in a fine home for many years without additional income. Lifty did say,

"Should we come back again someday for more loot if the heroes throw House Lionell into further chaos?"

"Don't be daft brother. Fliqpy will probably seize this place should Baron Disco Dick be captured by them. Or killed. I'd respect them more if they did kill the sleazy bastard." Shifty snickered.

"Or stay here forever if you alert the rest of the guards." Taunted Axel, leaning against a wall.

Both brothers moods soured significantly as they turned to face Axel and a glaring Handy. Even though they DID tell him to meet up with them, they didn't appreciate them sneaking up on them and then watching them only to ridicule them.

"Fuck off. Or maybe fuck someone over like the knights seem to enjoy doing. Where did your two twink friends go?" Lifty was the first to make a barbed statement.

"Ugh, this again? I told you I'm not a whore. My presence in this place is merely coincidental. We won't snitch on you as long as you don't snitch on us. Tell us, have you seen any captive women around here?" Axel asked.

"So basically your not answering our question but giving us an idea of where they are by pointing out your motives. Such a social butterfly." Shifty replied sarcastically.

"Yeah we know about the bears 'collecting' of sluts. He's picking off women he thinks are beautiful, important, or were previously unattainable and adding them to his brothel by force. Granted they are probably safer and having far more fun here than out there so maybe you should leave them be. Unless you really are trying to end House Lionell's grip on Treasureoak and Riftvalley." Lifty added.

"Or maybe he came here to personally volunteer to be Lord Disco Bear's whore. It's rare to see wolves in brothels you know" Mocked Shifty, riling Axel up a bit.

"Excuse me but we're here to rescue people, unlike you thieves who are indulging yourselves to whatever you like! I know for a fact that anyone who's been a part of the Baron's sex cult loses their way and their morality. People being brought to him by force is far worse and needs to be stopped. We're going to stop Fliqpy after all and we can't leave Disco Bear's prisoners here while we do so." Handy defended Axel for him which the wolf appreciated.

"Whatever, we've seen no sign of anybody. Though maybe you could check deeper in the dungeons. Don't expect any help from us though." Said Lifty, struggling to carry the sack he was carrying. However as he did so Shifty seemed to get some kind of realization and started to whisper to his brother with an all too big smile on his face.

"Figures. Judging me for being a knight and doing my job when all you're doing pilfering other peoples' livelihoods. If you really don't want to help-" Axel began.

"Wait! Actually, there may be something we know and want that both of us can get by working together. We've been doing our research on this Fort for a long time, even before we were imprisoned and captured by the moronic king. Disco Bear's chambers is on the upper floor, furthest back from all other rooms, guarded by the biggest and strongest of the guard. If the four of us work together, we can not only beat down the guard quickly without needing to alert anyone else, but get into Disco Bear's room and have him beg for mercy." Lifty made an offer.

"That is, we'll have to get some weapons from storage in Disco Bear's personal armory first to better have a sporting chance and Handy will have to serve as lookout and keeper of our loot for now, but this seems like a fair alliance no?" Shifty added.

Axel thought it over. He wasn't sure if Baron Disco Bear was a capable combatant but the twins seemed to indicate he wasn't. So surely it would be very easy with their prowess and numbers and some equipment to not fear retaliation, get to where they needed, and force the bear to release the prisoners. However, he didn't like how the twins were behaving. They were clearly thinking fast on their feet which suggested an opportunistic perspective that sought to take advantage of whatever opportunity presented itself. So that meant if they felt Axel was usable as well... he'd be used by the twins as a tool or perhaps bargaining chip. Axel would not bow before any sort of bandits who had that sort of motivation and drive. So ultimately his decision was set,

"No I don't trust you. How do I know that you'll betray me? Come on Handy, we'll find them by ourselves" Said Axel, pulling him away from the two kleptomaniacs."

"Screw you too! Good luck trying to bust out the women when you can't even force the Baron into a vulnerable position!" Shifty shouted after him.

"Whatever, he'll keep them busy at least for us to maybe make a couple trips brother." Lifty pointed out.

"True... but I definitely want to make him grovel someday." Shifty said with a pout.

"Our freedom and starting our new lives is more important..." Lifty said with a slightly softer expression as he holstened up the sack of loot.

Shifty flinched though. He felt he and Lifty had endured so much already and that taking it out on Axel was a big opportunity for them to at least pay a blow to the knights personally. They still respected King Fliqpy too much to want to try to rob him but the lousy Baron Disco Bear was open season. Yet Axel was trying to put them down for trying to survive when he was being uppity and overly confident that he could face House Lionell alone? It demanded a crushing blow to get him to lose that high and mighty attitude and make the knight feel what it was like to be a low, imprisoned, seemingly worthless tree friend. Regardless, money was more important and so Shifty patted Lifty on the shoulder and the two got to work on their grand heist.

True to Lifty's word, there were a series of holding cells, common bandits imprisoned inside each cell. But beyond that, was a single cell that all the bandits were reaching out to. The occupants of said cell cowered and hid away from the gaze of the other prisoners as much as they can. Avoiding the outreached hands, Axel peeked to see that there were women, there were both commoners and nobles had been trapped together, and among them were Petunia and Giggles. They looked to be wearing overly costumey clothes of what appeared to be fairies, maids, princesses, animal and tree friend hybrids, witches, and the like. Clearly they were poised to begin 'training' soon and had scared and terrified looks on their faces.

"Petunia! Giggles!" Exclaimed Axel, the girls immediately backed away, except for Petunia.

"W-wait, how do you know my name?" Asked Giggles.

"Cuddles came here, told me you were captured by Disco Bear. Also I might've... seen you somewhere before. We actually sort of met, well, I met you in Treasure Oak from afar." Said Axel, explaining how he actually knew her.

"You sound like a stalker. But if you know Cuddles, then I could probably trust you." Said Giggles, hopeful that Cuddles came here to rescue her.

"Yeah he's here but he's... looking... upstairs. Oh boy." Handy gulped, suddenly worried for the bunny's safety.

"Axel! As short as our meeting was, I'm glad you came. Can you unlock this cell for us?" Requested Petunia.

"Ah shit, just a moment. One of the guards must have it. We'll be right back." Said Axel, turning around only to see a face that was extremely off-putting in a way that Axel wasn't used to.

He was a fairly tall, golden bear with a massive mane of hair styled upward like an orb with distinct and thick sideburns. But it was under an overly elaborate red cap with ostrich and peacock feathers hanging from it. He dressed in very round, poofy clothes much like how Axel always envisioned a baron wearing, with wide pants, wide sleeves, and a buttoned top that all seemed to have been embellished with pure gold dust. He also wore high-heeled black shoes that seemed to be the main culprit for his height. Lastly, he had an overly alluring expression on his face, with curled up eyebrows and a playful wink towards those he had caught in his domain. His chestnut brown eyes eyed Axel and Handy like pretty toys... or prey. Finally, the crest of House Lionell was embellished on a silver necklace he was wearing around his neck. Axel instinctively gaped at what could only be Baron Disco Bear, surprised at how he snuck up on them. Handy to his credit cowered against the cell in fear rather than give a foolish reaction like Axel felt he did.

"Ohhhhhh yeah~. You mean this key?" Said Disco Bear, holding a small key that probably fit into the very cell that they needed to open. Axel made a grab for his dagger but Disco Bear made a motion that caused several guards behind him to draw their own weapons. Disco Bear's voice was deep as can be and yet somehow quite powerful and even charming. As Axel got to clearly stare at him further, he saw that the bear was indeed a bit fat though even that seemed to contribute to an alluring aura he possessed. Like he was not at all ashamed of his physique and owned it. Axel liked to think he had when he was trying to win over someone romantically but he also was a generally good person at heart. So for this crooked Baron who messed up an entire town and House's reputation for his own petty desires to act like he was a flawless tree friend, it made Axel want him to suffer.

"Ah ah ah! Play nice now little puppy. You wouldn't want to lose the only key to that cell now do you? Or anything bad to happen to your friends, if you value their lives, drop all your weapons and I may have a fair... Proposition for you." Blackmailed Disco Bear, stepping aside to reveal Toothy and Cuddles, both in chains and captured by the patrolling guards. As much as Axel wanted to smash his face in, the safety of the women came first and so, he dropped his dagger, hearing the clang of the metal onto the floor.

"I said all of your weapons pup." Demanded Baron Disco Bear, Axel glared at him and removed his crossbow, tossing it to the floor.

"Good, let's have a talk then shall we?" Said Disco Bear, leading them back up. Handy was powerless to escape so he was resigned to sighing and following after them. Cuddles lunged for Giggles with a desperate cry but was pulled back hardly on his bounds by one of the guards.

"I'll be fine! Just please keep yourself safe!" Giggles urged him.

They were lead back to what appeared to be the dining hall, the guards forced them to each sit, on one side, and at the other side, at the very end, sat Disco Bear. The long, rosewood table had various gorgeous plate settings and candles and trays with hidden food perfectly layered on the table, a vision of true indulgence. Most likely to keep himself safe if any of them tried anything. Axel, Handy, Cuddles, and Toothy were forced to sit down while a guard sat to either side of them respectively.

"Don't you know that breaking into someone else's abode is really rude?" Berated Disco Bear, clapping his hands and a swarm of maids, both men and women featuring feminine features came rushing into the room, some of them had forlorn looks on their faces, others had made it a point not to show any emotion at all, probably upset from being taken from their homes. Or maybe just numb to some of the ordeals they'd been through already and lost their passion for life.

Several exotic foods were served on their plates, Cuddles was ecstatic with the food given to them and dug in with gusto. Axel couldn't blame him, Bleakburn had little to no variety of what could be eaten, either it was the same slop that they ate everyday or eating their own poorly fed livestock or going to an eatery or inn for something extra. Handy, Axel, and Toothy were still skeptical about this, the food could be tainted or spiked with some sort of drug or poison. Then again, it was rumored Baron Disco Bear was considered very charitable company by his staff and was not inherently a terrible or corrupt person. But as soon as he started making offers and desires of what he wanted most was when the true colors of the House Lionell lout came through. Everything was all about him after all.

"Your lapine friend is an eager one. Why don't you join him? You are my 'guests' after all" Said Disco Bear, sipping on a glass of wine.

"Cut the bullshit! What do you have planned? Is this some sort of trick to bribe us!?" Seethed Axel, he didn't like how he Disco Bear was treating them, kindness from an enemy was not something that he would ever tolerate. What's more, Disco Bear was staring at him like a piece of meat.

"Oh come now, I treat you kindly and this is what I get? Oh my poor aching heart..." Pretended Disco Bear, all with a confident smile staring back.

"We broke into your mansion and you feed us? That's hard to believe Baron of House Lionell but we're not going to risk it. We're going to expose you and your corrupt methods one way or another" Said Handy sternly.

"Yeah, what's preventing you from having your guards kill us right here and now? Even more, what do you intend to do with all those women you imprisoned?" Interrogated Toothy, not appreciating seeing the practice of slavery.

"Simple, I'm looking for a suitable woman to bear me an heir... And spend the rest of her life with me. I don't expect any of you to understand that. Though out of all of them, I seem to have found the best one of them all, a pink chipmunk. Such a fine young woman only deserves to be my wife out of all of them." Said Disco Bear, Cuddles choked on his food and swallowed whatever he had in his mouth.

"W-what!? You can't do that! Me and Giggles are in a relationship!" Yelled Cuddles, bits of food coming out of his mouth.

Disco Bear looked mildly unimpressed, simply holding his goblet and stirring it's contents around with his hand motions.

"Fine! Perhaps I should settle with the skunk. She at least knows how the royal life is and I can give her everything she was missing out as a servant. She'd thank me for giving such purpose in her life." Disco Bear taunted with a sly smile.

"Screw you! You can't just take someone as your wife and baby-maker without consent! I'll never let you lay a hand on Giggles! Petunia too doesn't deserve that shit!" Cuddles in a rare anger Axel hadn't seen before, slammed his fists on the table.

One of the guards, in return, slammed Cuddles' face onto the table, leaving him dazed.

"Show respect to the Baron." The guard ordered.

Axel stood up immediately, ready to sock the guard with his fists. Disco Bear glared at the idea of this cordial and elegant affair being defiled and snapped his fingers.

"Enough!" Bellowed Disco Bear, making everyone stop and look at him.

"If you really wish to set your loved ones free, I have a proposition for your furry friend here." Said Disco Bear, standing up himself and pointing at Axel.

"And what do you even want from Axel?" Toothy interjected.

Disco Bear got up somewhat gracefully from his seat and walked up to Axel, until he was right beside him. With the same kind of pleasurable grin that Axel had longed for from someone but not from him, Disco Bear stroked Axel's fur, creeping Axel out a bit. Disco Bear even purred like some pussycat.

"I am entranced by your friend here. I've never showed an attraction toward other men before, but I'm quite curious how good his stamina is. He also has quite a reputation you know. You somehow escaped the bandits and King Fliqpy's siege of the castle and I know you are a knight in arms. Plus there is the fascinating rumor of your... 'charm' shall I say? How did a fine specimen like you manage to find your way into my den?" Disco Bear inquired.

"I heard some pompous Baron like you is kidnapping women. And I intend to free all of them. Regardless of the circumstances outside, no one deserves to be enslaved by you." Said Axel, backing away from Disco Bear's touchy hands.

"As expected of a knight... Or whore of Bleakburn, you have the need to throw yourself in harm's way, think you must save people, or sympathize with other whores. All of such is morally self-righteous bullshit! House Lionell is all about sustaining itself and providing a haven of entertainment and no judging of others. It's that kind of ego that makes me want you to submit to my brilliance. Tell you what, I'll release all of the women and let you all go, on one condition..." Said Disco Bear, his voice now more evident with lust.

"And what's that?" Axel was all too afraid of what he had in mind.

"I'm fascinated by your... appearance, an eye candy for me. Muscles of pure stonelike firmness, elusive eyes that try to deny my lust with futility, a rare primal aura about you. It's a win-win for us actually, should you outlast me in a sexual bout, then you and your friends can go, along with all of the women that I have captured since King Fliqpy rose to power. Since you seem to want them to fend for themselves in a dangerous kingdom, this is your last chance to realize your selfishness and abandon them to my protection and care. Or you could take a page from my book... and let your inhibitions out and find an experience you will simply be thanking me for granting." Disco Bear clutched Axel's shoulders tightly.

"Tch, and if I lose?" Said Axel, he was getting tired of this bear's arrogant personality

"Then you will be mine, my lover. Or whore if you loathe me that much. You may not be able to give me any pups, but your blade and ass will be mine. You will put up no resistance, and maybe even enjoy it... Oh I just love the thought of the faces you will make. Don't worry though, I will make it as painless as possible. Should you lose, I will treat you how someone as beautiful as you should be treated and you will help me get more women from other lands for the heir, as Happy Tree's laws don't apply to people from other lands. Yet you will ALWAYS be my lover. So, do we have a deal? My soon to be love? Do you swear to honor this deal as a knight?" Proposed Disco Bear. Axel didn't like this at all, should he lose, he'll have to keep his word. Knights are forever bound to their oaths once they agreed to it, and Axel, had always hated this part of the code. Reluctantly, he agreed, if it was one personal thing he was good at, it was sex, though it had been a while since the last time he did so, and hoped that he would be the dominant of the two in this competition of sexual supremacy.

"Dammit... I'm sorry you have to do this." Handy looked over and spoke to Axel. He better than the others knew how much shame Axel felt about his reputation in regards to sex and being called a whore. Still, this opportunity did give Axel and them hope that they could still free the kidnapped women and perhaps end Disco Bear's iron grip of half of the kingdom for good. Besides, whether or not they agreed to this deal, someone would be raped by Disco Bear as part of his twisted desires. Axel seemed like he was willing to do it for those who were clearly not ready for it and thus it'd be less painful. Axel gave Handy a hopeful smile, reassuring him that it was the right decision to make. Then he stood from his chair and looked firmly into Disco Bear's eyes.

"Fine! I accept your challenge. Despite being a whore of Bleakburn, I am experienced with this, so prepare to lose fatty!" Taunted Axel, Disco Bear ignored his insult and confidently strode away from Axel, gazing up at the ceiling in a surreal pride.

"Oh that's all dandy my little wolf. But this is my house, and so you'll play by my rules. So, you'll be the bottom, and I'll be the top" Discussed Disco Bear.

At this point Cuddles and Toothy were visibly cringing while Handy just rolled his eyes.

"W-what!? Listen, I'm a top, you can't possibly force me to take something up my ass!" Complained Axel.

"Oh okay then. The deal is off. Guards! Will you kindly show them the way out please" Said Disco Bear, walking away towards the door to the dungeons. The guards grabbed Axel, Toothy, Cuddles, and Handy roughly and started shoving them to the exit.

"Wait!" Said Axel, regretting his decision. Disco Bear stopped walking and turned around to look at Axel with a delighted smile. His power, his glory, his manipulation of the scene was all easy work for him and he knew he'd get what he want. The guards stopped their pushing and let Axel say what was on his mind.

"Oh? Have you changed your mind?" Said Disco Bear with a confident smirk.

"I-I'll... I agree to your terms" Said Axel, ears drooped and tail tucked between his legs.

"You see? I'm a reasonable man, this could've been simpler if you had just agreed earlier. Now, we will be doing this in my master bedroom in a few minutes. And of course, I am the kind of bear that prefers to have a show so your friends are permitted to attend. My servants here will... Prepare you for your upcoming bet. I will be waiting with bated breath Sir Axel." Said Disco Bear, climbing up the stairs and into a set of heavy double doors.

"ATTEND?! Whoa wait, Axel I don't swing that way whatsoever!" Cuddles pleaded.

"I think he's going to make us watch them do it... maybe to corrupt our minds." Toothy explained.

"Pffft! Corrupt our minds!? More like traumatize us." Said Cuddles, shivering and feeling icky from imagining seeing Disco Bear's fat ass.

"Well, maybe we could make sure he doesn't cheat or anything?" Handy reasoned.

"How though...?!" Cuddles shrieked.

"Dirty bastard... I have never done it with people watching before... but I won't let you guys down or women. Wish me luck." Axel, fought the growing blush on his features, and clenched his fists tightly.

"Anything for you Axel. We won't let Giggles get used by this bastard." Cuddles reassured.

A servant immediately began pushing Axel to a private room while Handy, Toothy, and Cuddles were hauled off to the same room Disco Bear was in. Disco Bear's room had a very similar air to King Fliqpy's own bedroom but also had a much more circular bed, a bedpost filled with personal grooming tools and perfumes, a large full-scaled mirror, a closet filled with various outfits, and taxidermies of lions on the walls and a lion skin-carpet on the floor. By the time that they arrived, Disco Bear was already in an all too revealing outfit... Gone was the many layers of gold clothes and high-heeled boots, Disco Bear's hat was also removed to reveal a surprisingly glorious afro. He wore an exquisite kimono that he hadn't bothered to to tie the sash properly, making it loose enough for Disco Bear to show off his legs and a VERY hairy chest. It was of a plum color embroidered with House Lionell's emblem on it. If it wasn't from such a heinous individual and there would be a strange beauty that Disco Bear had about him as he posed elegantly in front of a full-length mirror. But right now it just served as a reminder of how big his ego was.

"Geez, he looks like he woke up with a bad hair day" Whispered Axel to Handy.

"How does he even fit all that in his hat?" Wondered Handy, judging by the size of the afro.

"Maybe it takes many servants to fit it all in there." Giggled Toothy, Disco Bear was having none of that, not inside his own house.

"Silence! Predictable how you don't know how glorious my body is. You'll all serve as spectators and witnesses to judge who is the winner. I wager you common peasants have knowledge on what a climax is hmmm?" Bragged Disco Bear,

Cuddles gulped, Handy tapped his foot cautiously and pretended to look disinterested, while Toothy... actually looked confused.

"That's like the biggest moment of hype in a script or something right?" Toothy asked.

"... You could say that. Trust me, once you see OUR climax together, you will be begging me to deliver the same upon you and those girls. How did you even manage to seduce such a beautiful chipmunk bunny?" Disco Bear questioned Cuddles.

"She came to me for a horse to go on a trip to the docks for her father. We had a conversation and she made my whole world seem so much more worthwhile and special. She was funny, alive, patient, caring, and a flirt. I felt confident with her and she loved my simple approach to life and how free I seemed with my horses and doing what I love to do. I doubt you ever had such a start to a genuine relationship in your entire life Disco Bear!" Cuddles stood up for himself.

Disco Bear merely gave an unimpressed look in response before hearing a knock upon the door. That knock made him look extremely excited and he permitted the person who knocked to come in. Axel came inside the room, the servant having pushed him inside. Axel was wearing a very uncomfortable looking piece of fundoshi underwear. It was from the outer lands as the guards reportedly told him and they instructed him how to properly tie the strands of fabric around his crotch area for maximum secureness which was very embarrassing. He had already sported a half-hardon on how the servant's hands roamed around his crotch and ass, and it had been a while since he felt the touch of another person in that location. Handy, Toothy, and Cuddles' jaw dropped at the sight, the all too skimpy outfit showed too much than they would have liked... Or secretly liked. Despite only being semi-hard, part of Axel's dick could be partially seen, due to how tight the foreign underwear seemed to wrap around his crotch.

"...This is embarrassing..." Said Axel, blushing madly.

Axel looked over to Disco Bear and suddenly felt less embarrassed. Disco Bear clearly though himself as the most desirable Tree Friend around despite the fact his chest hair looked much too uncomfortable to the eyes and touch and that he had a few stretch marks around his legs. He was somewhat curious as to the fact Disco Bear seemed to admire foreign fashions for the kimono was something that had been often gifted as formalwear and presents to King Flippy from other lands. Perhaps it was the Baron trying to make himself feel as fashionable and respected as the King or maybe he genuinely liked their styles and fabric choices. It also made Disco Bear seem a bit less homebound and more cultured rather than some arrogant fool displaying poor taste by trying to seem expensive. Regardless, he tried to steel himself as he recalled this insidious man he was about to give himself to. Axel, despite hating this baron, actually found the baron desirable, though that was just the body, the body of his current enemy.

"How can it be embarrassing when you look like such a fine specimen?" Disco Bear purred. Disco Bear may have also been turned on judging by that voice which gave Axel some sense they were fairly even in terms of preparation. Though it was hard to tell if there was a bulge coming from Disco Bear with how loose the kimono was.

"Tch, can't we do this alone?" Asked Axel, somehow, having people watch made him feel more sensitive.

"Yeah, we don't mind uh... leaving you two to do it..." Handy, who was suspiciously looking away from both men, offered with a hint of jealousy in his voice.

"Surely you'd rather stay in such luxurious quarters than my dungeons, do you not amputated beaver?" Baron Disco Bear said as he strutted slowly to Axel.

"Don't push it bastard." Said Handy, taking offense at his comment.

Axel growled like a literal wolf, sympathetic to Handy and his allies plight as well as the sight of Disco Bear's outstretched arm. The arm found its way to Axel's crotch and the hands clutched tightly. Obviously the Baron was working quickly to get Axel to submit and check on what progress was made. Axel endured the temptation to moan and tried to ignore the waves of brief pleasure that circulated from the gesture, given that it had been two days since his last sexual activity, he had been longing for a touch of another and it made him all the more sensitive.

"Humph, it'll get bigger when the night continues... Now, a reminder of the rules Axel. We can use or do any method we want, you, well, only can do what a bottom does. I can use any objects I want, and once we pick a position, we're locked in until I decide to change it. And your friends can't interfere or say anything for the matter, only watch. Though they are free to moan and pant and scream in lust like the animals they may very well be. Do you understand?" Truthfully Disco Bear was not confident in wanting to use objects on this rare find. It had always seemed impersonal and crude in the eyes of others for sexual toys to be used and he agreed. Still, it was better to leave the option open if Axel was to be particularly difficult.

Axel gave an offended look at Disco Bear. He was covering all the bases and being a douche at the same time. He really was an evil and corrupt figure. Axel knew he had to focus on giving more effort on this than anything he'd ever done before because losing to this Baron would spell a potentially worse fate than anything King Fliqpy could devise. He also knew Toothy, Cuddles and Handy didn't deserve enslavement either. So as much as he wanted to bite the bear's head off, Axel slowly nodded,

"Oddly cowardly of you to delay the inevitable. I accept your conditions."

"Oh pup, you're going to wish you were a woman by the time I'm done with you. Making you cum before me will be the best thing that's ever happened to you!" Disco Bear then dragged Axel's arms in an aggressive fashion, tossing the wolf onto the bed. Axel found the bed was noticeably bouncier than any bed he had been in and felt very comfortable for a change. But he had no time to enjoy this as Disco Bear slowly undid the sash to his kimono, teasing Axel.

"Now prepare me, sir Axel." Said Disco Bear with a mocking use of his knighthood.

With reluctance, Axel pulled Disco Bear's sash and kimono off, revealing a surprisingly hefty uncut length in his hands with a bush of pubic fur surrounding it, and the realization that Disco Bear had gone commando for this encounter. That didn't surprise him and he thought he heard mild whispered groans of disgust from Toothy and Cuddles in the background.

"Well? I'm waiting..." Said Disco Bear expectantly with arms crossed, cock pulsing in his direction with excitement.

With a glare, Axel started jerking Disco Bear off with rough strokes, which got plenty of moans from him, and sucking the tip with his tongue. Axel reminded himself that this was for his friends to keep himself from enjoying it. Despite those thoughts, Axel started getting a bit hot and bothered in his mind and he was relieved that he still had his underwear on to hide what he was afraid to look at. Disco Bear's cock tasted very musky and sweaty, and yet it was somehow a nice taste. It made Axel feel appreciated romantically for being granted this opportunity after so long. It made him further regret what he ended up doing to the mouse but he knew this was his second chance. If he could make this bastard cum first, not only would Axel truly defend someone's integrity but he would know that he really was a winner in the bedroom.

"Ooohhh... I think your tongue is quite a new texture from tongues I've felt on my prized length. I like it... mmm..." Baron Disco Bear's sighs of satisfaction were particularly stirring Axel's inner desires. Thoughts of submission to Disco Bear started stirring in his mind, until he shook those thoughts off his head, why did he even think that? Axel tried to focus on the task at hand but the pleasure made the thought of just giving up and serving Disco Bear come back stronger than before.

"You're really... Enjoying this aren't you...?" Baron Disco Bear's eyes showed surprised.

"Nghhhhhh..." Axel just groaned in a frustrated way with Disco Bears' 6-inch and now noticeably hard cock in his mouth, easily taking him inside albeit too eager which surprised himself. He had to remind himself his friends were watching him again and who this bastard was to refocus. But... the temptation of submitting and letting this baron have his way with him despite having the power to dominate him seems to arouse him further.

Baron Disco Bear roughly pulled Axel by the ears and fully entered him, making Axel choke and reflexively inhale some of the pubic fur from him. Then Disco Bear pulled out, revealing the full size of his length to Axel's friends who... sort of seemed to gasp or stare open mouthed at the sight. They were upset that Disco Bear had stopped making himself easy to submit to Axel's whims and felt bad for Axel. Though at least one of them was feeling mixed emotions at the whole thing. The one solace from this was that Axel himself, who coughed out and picked out a hair that had unfortunately landed on his tongue, was not quite feeling so turned on.

"Impressive work wolf whore... however, I am not the main event. You are. Maybe you should submit to me, either way, I think it's time to give you a massage..." Disco Bear serenaded as he pushed Axel onto his back and started rubbing at Axel's muscles.

"D-don't get ahead of yourself bear. T-this doesn't arouse me at the very least..." Axel spoke defiantly but then his eyes rolled in pleasure as a particular sore muscle was soothed by Disco Bear's notably expert fingers, making him lay back on the bed.

Disco Bear then reached over to the table-stand by him to pull what appeared to be a bottle of some soothing cream. It smelled of a very fine scent of spices and tea leaves and was rather rich and he sprayed a drop of this lotion upon his hands before promptly spreading it all over Axel's muscles. Axel suppressed his moans as Disco Bear started rubbing and squeezing his pecs, making him feel unimaginable pleasure, as Axel was always the one to have been touchy with his partners, now he was experiencing what he did to them. It was strangely kind how Disco Bear treated his body, even lifting his legs and caressing them with sweet, seductive kisses like lovers did as he continued to lotion down Axel from head to toe. Then Disco Bear reached Axel's tail with a firm yet sensible grip.

"W-wait!" Said Axel in panic, feeling vulnerable from the inevitable event.

"Oh? Do you take back our deal?" Said Disco Bear, a hint of disappointment in his voice.

"I... I never took anything down there before..." Said Axel in embarrassment, it was true, he never considered taking anything from someone in his ass or even just touching his tail.

It was as if a shine in Disco Bear's eyes suddenly appeared, and a perverted grin on his face and grabbed Axel's ass more roughly with one hand still on the tail. The fearful and puppy dog eyes that Axel was letting off was too much, and told himself that he would make this pup his.

"Then I'm honored to be your first." Disco Bear then massaged and gripped Axel's tail and ass powerfully and quickly.

"W-wa- nyaaaaaaaaaaahhh...!" Axel tried to get away with futility and with widened eyes and a pained look on his face, he gripped the bedsheets and moaned loudly. His tail was always very sensitive and usually off-limits in the bedroom. He felt such an intense surge of pleasure that he felt like his cock had instantly hardened and everything was sensitive. The three tree friends watching were disgusted. Axel pleaded and he didn't take it into consideration. At this point Toothy was sitting on the floor, looking like he wanted to ignore what was going on. Cuddles was blushing helplessly and tried to look away. Handy had a very... different reaction. He was currently trying to stand with one leg closely in front of the other and was whimpering quietly.

"Oh yeeeeaaaahhhh, I love virgins. Now, we could move to the next step if you don't want to finish so quickly...?" Said Disco Bear, continuing to prep Axel mentally with his loving massage. Axel had pretty mixed feelings about this, the pleasure was unlike anything he felt before, and he was entirely new to it. He felt like he wanted it, needed it. And pushed back against Disco Bear, but he needed to win but how? This sensation felt like it would overwhelm him in a few minutes. At this point, he had to admit that Disco Bear was definitely having the upper hand.

"Y-yess... uuhnnnn... I'd like to... ahh... move o-onnnnnnn..." Moaned Axel, he tried to think of something, anything to use to his advantage. Using anything but his body was the rule imposed upon him, but what could he do? If he cums, he'd be a slave to him.

Disco Bear turned his sights to Axel's fundoshi-clad crotch, noticing a big bulge and a noticeably wet spot. With graceful hands, he slowly but surely unwrapped the underwear and fully exposed Axel's impressive 7 and a half inch cock that had emerged from its sheath and looked hard, and dripped pre, longing for further attention. Disco Bear's eyes glistened at the gorgeous sight of something he once thought forbidden or disgusting. But now he realized how narrow-minded he had truly been as after all, surely if his own length was the envy of House Lionell's rivals, why wouldn't some other rare individuals possess such gorgeous beauty. However, Disco Bear was coy and wasn't keen on making himself look vulnerable by taking it into his mouth. So instead he did what he felt was the true Baron way of doing things and used his lotion-covered fingers to massage Axel's anus, readying it for the full treatment of what he had in mind.

D-damn it, I can't think straight. There has to be a way, Disco Bear has been kidnapping women, and I can't exploit that... Wait. Thought Axel, coming up with an idea of his own. While he couldn't help but moan at the sensation of his anus being massaged, he spoke up in between pants to address the Baron

"Disco Bear! You... Ahh... None of those women have returned any feelings toward youuuuu.. H-haven't t-they?" Asked Axel, with a mocking tone mixed with his aroused state.

Baron Disco Bear actually looked genuinely hurt at that. Axel was worried he drew a nerve though took solace in the fact the bear stopped massaging Axel's hole. Clearly this was a sore subject for the Baron. Axel had to manipulate Disco Bear's mood perfectly to get him reckless and horny enough for him whilst not focusing on trying to make Axel cum first. So this was a necessary test of how strong Disco Bear's willpower actually was.

"So what? When I pick one of them, I'll give her anything I want, and treat her respectfully. And soon, she'll learn to love me. Just as you will submit to me! Sir Axel!" Said Disco Bear with a sign of anger, thinking he had enough of the pointless question, he aimed his length onto Axel's rear and roughly shoved it in, making Axel moan uncontrollably and he repeatedly thrust inside, gyrating his hips to find a sensitive spot in Axel's posterior. This sudden action made Axel feel incredible and he howled an actual wolf howl in ecstasy... and potential victory.

That was all Axel needed, grabbing Disco Bear's cheeks, he leaned his head in close for a tongue filled kiss, and tried his best to give the most romantic stare he could give him, while resisting the urge to close his eyes from the intense pleasure. Disco Bear's thrusts felt mind-blowing, powerful, and hit good places, but he knew they were too rough to really be that of someone he visioned spending the rest of his life with together. He wanted someone who knew his boundaries as well as he knew theirs. So instead of usual moans of pleasure, he gave grunts.

"Nggh...! Hah...! Agh..." Axel hugged onto Disco Bear tightly, stroking his thick fur and tried his best to give the baron his best 'lovers touch'.

Disco Bear on the other hand had many emotions running through his mind. Axel had indeed touched on his deepest insecurity. Even after he was promoted to Baron of House Lionell, hardly anyone respected him and mocked his appearance. It wasn't until he decided to open a brothel with the most privileges and best pay and remodeled the Fort over several years that his full glory and potential as living being emerged. People under his service revered him, thanked him, he had access to all the beautiful women he wanted and they were allowed to sleep with him for acceptance into the House of Lionell and security. Yet... the one thing that had eluded him was acceptance and even the eye of someone who showed love and care for him. His parents had indeed loved him but now he was an adult and needed approval for someone not of familial ties, he needed a fine lover with equal measure in greatness. As Axel correctly deduced, the Baron had gone loveless, now pushed by King Fliqpy to find a true mate and make the bloodline House Lionell needed should things go awry. Yet here, this wolf... stared at him and kissed him in a fashion no other woman had done so before. Even his inner walls felt like true heaven, somehow welcoming his length of legend in without resistance or ugly grunts or disgusted expressions most women had done so before. This was exactly what he had been seeking, the feeling of euphoria and love.

"Oh my love... hahhh... you are everything I ever dreamed of...!!" Disco Bear shouted and thrusted into Axel even more passionately, he lifted Axel's thighs, and started jackhammering into him in a mating press position, conveniently letting the other tree friends see the two competitor's dick and ass, much to the dismay of Cuddles.

Cuddles, Handy and Toothy watched, both partners seemed to be at a sexual stalemate, but that could soon be decided for their thrusts became harder and faster. At this point, Toothy was the only one successfully able to tune out the implications of the scene unfolding before them. He focused only on the serious ramifications of what would be gained or lost from the duel of desire. Cuddles looked positively miserable, trying his best to ignore the whole thing but his big bunny ears were NOT helping him at all. He was even whispering 'Giggles' as a sort of mantra under his breath to keep his mind and boy from reacting in some offensive way. Handy though seemed to have perched himself onto the ground and was actually rubbing himself onto the ground in a strange sort of pleasurable agony. Clearly the sight before him had fascinated him and made him feel great feelings he had always felt denied before. He just wished he had hands...

"Ah! Disco Bear... I love you!" Said Axel with fake affection, he needed to win, and he was close to cumming now, Disco Bear was hitting all the right spots inside of him. At this point, he almost felt like the facade he was giving was actually real. It made for a bittersweet experience that it was good that the duel was hopefully about to end with his victory but perhaps this would have lasted much longer if the circumstances were different. Even if Disco Bear was heinous individual, Axel couldn't deny his pride as a sexual lover was not unfounded.

"...I... I love you too Axel! Ahh... Gahhhhhhuhhhhhhhhhhhhhhh....!!" Said Disco Bear, releasing him from the kiss to grunt once more, releasing into Axel's hole.

"Mmmghhhhh...!!" Axel's strong grunt of his own indicated he had orgasmed as well. But based on Toothy's vision, Axel came a second after Disco Bear had orgasmed, barely outlasting the bear in his own game. Disco Bear pulled out from Axel and fell onto his back, fully satisfied as Axel simply smiled and panted heavily. The wolf felt truly like a champion now. He just hoped somewhere out there in Fliqpy's castle, Pop somehow knew that he had done something good and even used his sexual nature to succeed.

"Ahh... t-that was glorio... us... Axel... w-wait... no... no no no no..." Disco Bear's thoughts of sincere thanks suddenly turned into abstract horror of a different level.

He had truly been thinking about himself yes, like he has always done. But he had thought about himself in a way that had missed his true objective here. He was supposed to make Axel cum first... not make him feel truly like he was in love with the bear. Disco Bear looked sorrowful as he realized that he had been completely tricked by Axel's words and expressions, the words that had been what he wanted to hear and the expression that made Disco Bear feel so fulfilled. As powerful and satisfying as it was to make Axel cum and to feel the rush of pride through his mind, he had lost the duel in order to do so. Disco Bear felt his mind cloud in fear and shame as he had no idea what would come after this. As well as the horror of realizing Axel would soon slip from his grasp...

"Alright Disco Bear, Axel won, now keep your end of the bargain and release everyone else you've trapped down there. Except for bandits of course" Said Toothy with a serious expression.

"And please dress yourself already!" Said Cuddles, who had his ears twisted like a pretzel in a desperate attempt to block out all the grunts and moans earlier.

Axel got off the bed and noticed that Handy looked a bit sad and like he was very uncomfortable as the beaver struggled to get back onto his feet after having lied down on the ground. The beaver even appeared to be tearing up slightly.

"Hey Handy, is something bothering you?" Said Axel, not bothering to dress himself after what he just showed them.

Handy looked over, shocked and realized Axel was... well, still naked. But also that he didn't seem sad which clearly meant Axel had won the duel. But rather than say thank you or even congratulate him, Handy could only blush, look away angrily, and mutter,

"Of course not... I'm glad this is over with." He had been turned on and yet he was powerless to do anything about it because he knew Cuddles and Toothy were just friends and that Axel clearly didn't think much of him in the looks department. Or at least that was what his mind was telling him, not having the highest opinion of himself and being so new to the sight of two men having sex having a profound effect on him. Axel didn't seem convinced but before the wolf could ask further, Disco Bear's wail filled the room.

"No!! I refuse! I absolutely refuse to let anyone go! I'll let you three leave absolutely but the women are all mine! I have to win them over someday... and you Axel! How dare you break my heart you conniving, evil bastard...!!! How am I not be everything you ever wanted?! We could be legendary lovers togetherrrrrrr...!" He was crying large tears and pointed at Axel furiously. Cuddles and Toothy looked at each other and nodded, giving a swift punch to Disco Bear and knocking him to the ground.

"Ooonghh... wahghh..." Disco Bear clutched his chest and whimpered pathetically.

"I'll tell you why Baron Disco Bear. You represent everything I DON'T want to be in life. I don't want to abuse those I love and care about or am interested in. I don't want my kingdom to be a place of fear where people could get kidnapped and sold to sex slavery. I don't need a bloodline or the acceptance of superficial motives to feel accepted or even satisfied with myself. And I don't break promises. If you want to be a semblance of someone worthy of House Lionell, you'll start by being a lion rather than cub. Fulfill your end of the bargain before I take you to see King Fliqpy himself. Maybe he'll give you the acceptance you truly want." Axel threatened.

Mumbling angrily, Disco Bear saw that there was no way out of this. He didn't want to contest King Fliqpy in any shape or form and he wasn't sure how to think upon Axel's advice. Part of him felt Axel was telling the truth but his stubborn pride wanted him to object till the very end. He settled on the latter. He dressed himself in his kimono and tied it properly this time, too upset to maintain any of his previous regal aura that he radiated earlier.

"Fine... I'll return your ladies to you and let the other imprisoned ones go free. But I still maintain my place at House Lionell." Disco Bear objected.

"You might find that difficult to maintain..." Axel chuckled with a smirk as he decided to wrap himself up with the blanket sheet for now and had an idea in mind.

"Huh?" Disco Bear asked quietly as he felt Cuddles and Toothy restrain him.

Giggles heard the door unlock, fearful of what Disco Bear had in mind for her. Until the old baron stepped to the side to see Axel and his gang, Giggles was the first to come out and hug Cuddles who returned the gesture gladly.

"I knew you'd come for me Cuddles..." Said Giggles, still hugging him tightly.

"Of course my love. Would you have any doubts about me?" Said Cuddles, burying his face on her neck.

Axel felt a bit jealous, Cuddles had a real relationship going on here, and Axel only had people coming for him because of his reputation. As nice as the Disco Bear duel felt, that's all it was to him. A duel. Nothing that was truly of material, sentimental, or future worth to him. Maybe one day he'll find the one for him...

Petunia came running to them, and all the other girls ran out of their cell, and escaped the mansion, probably to return to their homes and families.

"Thank you so much Axel! You truly are a knight that fights for the people despite your... Stained reputation," Said Petunia, blushing at the mention of the rumors.

"Nothing to it, I'll even take that as a compliment!" Said Axel, feeling the pride of upholding his duty.

"Ugh, can you release me now? Where is my elite guard?!" Complained Disco Bear, who was being restrained on both arms by Toothy.

"They have gone to check on their families and friends who they haven't been allowed to see if they were ok since King Fliqpy attacked because you forced them to stay here!" Petunia explained.

"What!? How did you know that!?" Said Disco Bear, bewildered how a woman stuck in a cell found out.

"I know my way within the highest social circles of Happy Tree and Petunia's a servant. Turns out two girls can do a lot of convincing of what is right or wrong and they were very willing to listen to us. I think you should probably respect women more than just using them to further your sex industry." Giggles winked at Disco Bear in a victorious manner.

"Grrr! Fine! I'm wrong and you're right! Now leave me! I won't subject myself to taking a single step outside my precious Fort and there's nothing you can do about it!" Said Baron Disco Bear, Axel just grinned at him.

"Oh trust me, you won't have to... but first you might want to show me where my actual clothes are first." Said Axel, pulling out a rope they found, probably used by prisoners.

"... You wouldn't dare." Disco Bear looked positively wimpy.

After redressing himself back in his regular clothes, Axel and the rest of the tree friends traveled away from the town, with Disco Bear being carried on his shoulders and whistling carelessly. Disco Bear was tied up and had been gagged by a stone gag that they found in his bedroom, wriggling helplessly as citizens they had passed by had not recognized Disco Bear at all and thought of him as some ordinary prostitute that had been picked by the wolf. Giggles and Petunia laughed to themselves as Disco Bear tried to plead to them that he was the baron, but all that came out were muffled cries and groans from the now former baron. Several of the freed women were still around and laughed at Disco Bear's misfortune as well before finally carrying on their way to shelter and safe havens. Disco Bear eventually gave up and just frowned, or tried to, at the state he found himself in. They made it to the plains outside of Riftvalley, and out of any potential guards that might try to rescue their baron.

"I have to apologize to you Handy, I shouldn't have blindly trusted House Lionell to help... and I do wish I had more information on who may be in that castle. But I can describe that the spell made everyone in the court be put under some kind of mind controlled state... This person emitted some sort of magic and suddenly everyone was following Fliqpy's orders. I left before I could fall under the influence of the spell but... dark times are ahead of us Axel, this is a person that uses witchcraft to have his way." Said Petunia, fearing what might happen next.

"I forgive you Petunia but if there is some wizard in the castle... we may be out of our league." Handy admitted glumly.

"... He's probably spying on us right now isn't he? Through some crystal ball... SHOW YOURSELF!!" Axel dropped Disco Bear onto the ground roughly as he pulled his crossbow and held it to the heavens.

Suddenly a red trail of magic seemed to swoop in and surround Axel, and struggling to get up Disco Bear, Cuddles, Toothy, Petunia, Giggles, and Handy. It was brilliant and beautiful as it swirled with scarlet sparkles before it dispersed. In front of the six of them was... a flying squirrel? Dressed in wizard's robes? His expression showed discontent and he possessed a sort of relaxed posture as he looked down on them. Petunia looked frantic as she recognized the sheen of magic while everyone else eyed the newcomer with odd looks.

"Its him! He's the one behind it all!" Exclaimed Petunia, pointing at Splendont who floated up the sky.

"Well that was easy." Said Handy, wondering how easy it was to make the one behind it all appear.

"Don't be presumptuous Sir Axel of Happy Tree. I do not need a crystal ball to know where you are. I, Splendont the Scarlet, only need a confidant such as your superior." Splendont spoke coldly to them.

Axel's first instinct was to aim his crossbow at Splendon't.

"If you dare touch Captain Pop I will make mincemeat out of you!" Threatened Axel, pointing his dagger and crossbow at him.

"Even if he agreed to the gesture? No matter, I am here to address you based on what Pop has told me. A knight fallen from grace. Why do you have Baron Disco Bear of House Lionell in such a pathetic state? Is he your trophy of conquest?" Disco Bear leered at the flying squirrel.

"What!? No! We just took him so he wouldn't get to kidnap anybody else... And because we don't need someone who'll send mercenaries against us." Said Axel, coming up behind Disco Bear and slapping him on the ass, making Disco Bear yelp. Disco Bear kind of liked the sensation but not in front of some clearly powerful mage.

Splendont without showing any action, magically made a gust of wind blow at the Tree Friends roughly. They were forced to cower and hold their ground as dust and gusts blew at their clothes. He didn't seem to appreciate the gesture. Axel was only trying to get Disco Bear to quiet down and not risk compromising this discussion but perhaps he had unconsciously wanted some kind of kick out of it. Petunia slapped Toothy after accidentally staring up at her while the winds blew her skirt.

"Such an action is what King Fliqpy has been doing to Pop. If you are doing the same thing to a complete stranger, then perhaps you know not love like he does. You're just like your currently deranged king if anything else" Splendont pointed out.

"W-what!? You mean that King Fliqpy is having his way with Pop!? And you let him!? I'd never let Pop be treated so worthlessly!" Said Axel angrily. The other Tree Friends looked horrified at such a reveal.

"You just had your way with Disco Bear did you not? Why else would he be so far below where he once was? Or perhaps you mean to say you did your duty as a knight and brought him to justice?" Splendont challenged Axel's morals.

"Hey! For your information I literally had to risk selling myself to sexual slavery just so I could save Petunia and Giggles from turning into Disco Bear's playthings!" Said Axel, growling at Splendont.

Splendont finally seemed to give a different expression. Intrigue. But Axel was already very furious over this mage's attitude. How dare he take over a kingdom and yet not hold responsibility for who he held captive!

"Lowering yourself to the lowest position possible despite having been fired rather than seek personal self-gratification... I can see why Pop holds some faith in you. However, know not that I don't appreciate you getting in the way of my plans for Happy Tree. And I still don't feel you are someone who does the right thing for the right reasons." Splendont explained.

"Shut up hypocrite! You've taken over the kingdom and made people suffer! I swear by my hand, that I'll personally turn everything back to normal, including bringing the original King Flippy back, save Pop, and turn you in! Mark my words mage!" Axel howled and fired an arrow bolt at this usurper.

Splendont caught it with a quick and seamless gesture and threw it behind carelessly.

"... Happy Tree is a kingdom that is far from normal. But with the right direction, as soon as I'm satisfied with the territory of the land that's conquered, it'll become a place that love can be found for all. There will be no betrayals, no wild wolves running amok making frivolous pursuits and delivering crimes because of their selfish views, and you won't step one foot in the castle again!!" Splendont hissed and raised his arms majestically to the heavens, the bolt being shattered as he channeled his magic.

"W-what's happening!?" Said Handy, fear evident in his voice.

And then they felt the ground shake and move, at first they thought it was an earthquake, and then they saw that it wasn't coming from the ground they were standing on, it was coming from the direction of Castle Happy Tree.

"Wait, is it just me, or is the castle floating?" Pointed Toothy, the castle started floating upwards until the whole kingdom was so high that they were sure nobody could get there. Dirt and roots could even be seen from under the base of the castle, indicating the sheer magnitude of the spell. Whatever Splendont was, he was no ordinary mage and Axel felt himself sweating in fear.

"And just for good measure" Said Splendont, who channeled his magic to the castle itself, surrounding itself in some sort of red barrier, birds that had coincidentally come into contact with it had been electrocuted to death, ending up fried to death. Unless they had some other way of sneaking past that barrier there was no hope of getting high enough or past it into the castle's own walls. Turning around, Splendont smirked at Axel.

"I... I..." Axel tried to find words to say in response.

"Axel, I have heard you don't love this kingdom nor have committed to a relationship of personal unity and togetherness. Yet Pop has told me you know of love. How will you show it to me and everyone else?" Splendont presented a clear challenge.

"... T-That's...! That's because this kingdom took it from me! It's not that I know of love, I lost it, it's what I seek to find yet its people like you that destroy it! And who are you to judge me!? You speak as if you knew everything about me, monster!" Stammered Axel, suddenly feeling very emotional and upset. He took deep breaths, trying to keep it together in front of his allies.

"But why take it out on the rest of the kingdom...? Why subject us to Fliqpy and the horde he has unleashed...?" Petunia asked.

"I need him and his authority for now. Perhaps if you are able to bring legends to come here I might be willing to spare your lives... there is one I am hoping to see find judgement that they dared considered themselves immune to! Seek Splendid the Sapphire! Sacrifice him for me and bring his remains and then maybe I'll bring this kingdom back to normal. After all... this kingdom has already taught me quite a lot that I've missed or forgotten. I feel I must repay it in some form." Splendonts harsh tirade suddenly turned into a strangely soft tone of regret.

"You mean there's someone like you out there and you want us to bring him here? But how...?" Toothy asked.

"... That's up for your rebellious wolf to decide. He's the one trying to overthrow me. Let him feel the burden of everyone else's futures in this kingdom if he's so desperate to show and find love. From what I know of him and of Pop's words... he is not the hero this kingdom needs." Splendont then turned his back on the heroes.

With a flash of scarlet lightning striking where he stood, he seemed to vanish. Gone and leaving an incredibly bewildered group of Tree Friends who had just now realized the scale of what this situation had reached. All eyes were on him now, the fate of the world rests on this decision. Axel was on his knees, actually tearing up, and crying onto the ground. He had assumed that freeing the kingdom was a set goal and that he could defeat anyone that dared mess with those he cared about. But he was up against something entirely different, so above and beyond anything he had ever faced in his life. Splendont had also shredded his somewhat happy-go-lucky personal desires into shreds, essentially making them seem worthless and as though he wasn't at all doing anything for anyone else's sake.

"Axel... What do we do now?" Said Cuddles, the situation looked grim.

"I... I don't know. I-I can't just sacrifice anybody... just for an asshole. An asshole I couldn't defeat... An asshole I have no chance against... gods... Pop is suffering up there and I... I can't even start to understand how he may have really thought of me... or that I really w-was... unworthy of love all this time." Said Axel, a hopeless expression was left on his face.

Disco Bear had begun crawling like a worm back to his mansion only for Petunia to sit on him. Giggles was the one to try to start cheering up Axel,

"Come now. He hasn't experienced your life has he? You know yourself better than any other Tree Friend out there. If he really is some kind of higher being, he probably has had to judge many others lives from a universal perspective. Also he constantly mentioned 'love' like it was something he himself had only recently experienced and known about. He might be obsessed with it and think he knows who can and can't express it and who isn't worthy of it in his eyes."

"But I fooled around with so many hot dates... T-that's why I was mainly fired... Pop saw that I chose a victim I had saved for god's sake and I... went ahead and tried to do him without even thinking about how people would view HIM for doing it with me..." Axel spoke self-deprecatingly.

"But you still saved the guy and he agreed to it right?" Cuddles asked, though a bit disgusted and scarred by Axel's bare butt and the thought of him sleeping with other people besides Disco Bear.

"And Axel, you getting fired was a blessing in disguise. If you weren't fired, you would be imprisoned with the other knights and suffering instead of helping people survive through this ordeal we're facing. If you weren't here Cuddles would have met a fate worse than death, along with Giggles and Petunia, not to mention Toothy would have been beaver stew for the people of Lushwood by now." Comforted Handy.

"But I also killed so many people, so many criminals... I just wanted to get back at the world what was done unjustly to me... I've been selfish. I am a knight who's fallen from grace..." Axel seemed to be calming down but still was ashamed of himself.

"Well I think the past few days have shown that most of those locked up criminals have no regard for decency or even remotely living responsibly and caring for others. I've said it before, I think criminals should be put to death if they something so heinous as threaten a person's life and livelihood. There's no reason to be putting yourself down for doing what the knights have been hesitant to do! For the sake of your beliefs, don't just conform to some asshole who is allowing all this to happen! Kill him if you must, just... know you are doing the right thing." Handy, who had been quiet, gave a very passionate speech and even crouched down to smile at Axel as he said so.

Axel smiled a bit, it was true, he had almost no belief in the code of the knights, and hearing that another person believed in him... That was all he could ask for. He never realized that, he wasn't executing his ideas in a way that was actually admirable. He assumed he was always in the right in some regards and just made mistakes at some point that had pushed Pop too far. But now he knew better that he couldn't just gloat, he couldn't just let his wild nature get the better of him, that he had to maybe open his eyes to a wider perspective of people and their actions. Like how Disco Bear, twisted as he may have been, did suffer in his own way and had sought those women he kidnapped as hopes for a true romance and no longer being shunned. Last and certainly not least, Splendont wanted him to sacrifice someone he didn't know to free the entire kingdom. He couldn't just blindly listen to some arrogant mage's demands when they had let Pop willingly be molested and abused by Fliqpy. He was going to get him to see the errors of his ways.

"... Damn straight Handy. Gods I'm sorry for looking like an idiot in front of you. I... haven't had a good life and maybe I can't help myself in wanting more for myself that... that I never had. I won't compromise anyone else's lives or reputations to do that anymore than I already have." Axel got to his feet and patted Handy on his head. Handy looked very flustered at this and everyone else smiled with a bit more hope at the pleasant sight.

"Now enough moping around, it's time that Axel, the real Axel that helped us in our time of need come back and work on kicking Splendont off of this kingdom and return things to the way they were!" Cheered Cuddles, followed by the rest of the tree friends. Axel smiled, glad that he wasn't truly alone in this cruel world. Disco Bear started mumbling very heavily through his gag so Petunia sighed and decided to let the gag go to hear what he had to say.

"Gods why did he have to be so pretty? How dare that foul fluffball insult my House? But if he really lifted the castle up and made a barrier... how can we possibly stand up to him?!" Disco Bear whined.

"We might have a lead on someone who deals with magic. She's not reliable but she's the only option we got right now to find a possible solution or maybe whereabouts to where Splendid the Sapphire is." Axel pointed out.

"But who are Splendont the Scarlet and Splendid the Sapphire? They sound related but I didn't think he'd want a relative of his killed... It doesn't make sense!" Giggles said.

"Well I just found out about magic last night so I don't think anyone knows of them either around here. We'll have to ask our source about it but I'm pretty sure a trip outside Happy Tree is going to be the only option we have." Handy mumbled.

"Sounds like a good plan to me! Also that was a lovely idea Giggles. I never realized how similar they sounded!" Cuddles gushed about his girlfriend's intelligence.

"Yes, that does sound good.Cuddles. But, I think the three of you have to go to Bleakburn. Only me and Handy have won the source's trust at the moment. Besides we know of an inn where there's some good protection and although it's probably overcrowded, it's the only other safe haven since Lushwood kind of got abandoned." Axel pointed out.

"So can I go with them?" Disco Bear pleaded, hope in his eyes.

"Hell no, you're waiting outside while we make our business dealings. I'm not letting you walk off alone and frankly with how many buttons you've pushed over the years, you'd be safer with me." Axel flatly put him down.

"... How could I possibly have lost to you when you have the mouth of worms?" Disco Bear hissed. Petunia instantly put the gag back on him again for that.

"Because you're too easy to seduce, in fact, you're the easiest one I've bedded Disco Bear. Gods, it's like you've been begging for someone to kiss you since you were born. Although, if you want, I could pretend to love you again. You certainly need it." Taunted Axel, taking Disco Bear's chin between two fingers in an attempt to maybe behave as a result of his infatuation of him.

"I'd personally rather you not..." Cuddles confessed awkwardly, clinging to Giggles as if she was his security.

"Hell no." Handy was glaring at Disco Bear with his usual frustrated glare. Disco Bear only shook his head, apparently having learned his lesson and seemingly not minding how Axel held him.

"Then behave and maybe you'll learn to get used to my mouth." Axel lectured, giving a teasing kiss to the cheek of the Baron, Disco Bear turned his cheek away, blushing beside himself from the one who had stolen and crushed his heart. Handy gritted his teeth at the jealousy he was feeling, he didn't know why, but when Axel showed affection to this asshole (Who apparently got a kick out of what expressions he made Axel make despite how Handy never imagined Axel truly letting himself go in such a stirring way), he felt as if Disco Bear didn't deserve anything from Axel. Still he kept to himself and said,

"Well then, let's head out. It's getting late and we might need food and drink first. Then we go our separate ways for now."

"I'm ok with that." Toothy said.

With that out of the way, the Tree Friends were able to find that one of the restaurants that had seemed closed down in Riftvalley was now open with the female owner having been one of Disco Bear's unfortunate prisoners. She was honored to serve the heroes a full, hearty breakfast-styled dinner though left Disco Bear with only the leftovers out of spite and getting back at him. A lot of general topics were discussed at the dinner table, from Giggles and Cuddles plans as as couple to Petunia's life as a servant to Toothy's incident with the townsfolk but Handy seemed distant from most of the conversation. Yet again, Axel didn't miss this, knowing the amputee beaver wore his heart on his shoulder a lot of the time. Once they left the eatery, Axel, Handy, and Disco Bear gave directions to Petunia, Giggles, Cuddles, and Toothy as to where Bleakburn was and to let those at the inn know of all the updates to the ongoing quest to free the kingdom.

"It'll be nice to see this inn you keep talking about." Petunia's tail swished excitedly.

"Yeah, the owner's a real nice guy though be patient with him ok? He's a bit slow to process things at times. He's my original best friend and I don't want to have to scold you for upsetting him later." Axel urged.

"We'll try to get along with the townsfolk, I can assure you that. I may have known a bit about our town but it's pretty boring, guess that's a good reason for bandits to avoid the place" Said Cuddles, holding Giggles close to him.

"And if the Lushwood folks are there, at least the bandits may be too intimidated by the sheer number of villagers to try messing around. I feel like we've cut down about half of the total freed prisoners by now after all." Toothy said.

"Splendont might be able to rally them together or empower them though... who's to say Fliqpy won't be sending something else against us?" Handy muttered nervously.

"Well I doubt it, Splendont is relying on us at the moment to fulfill a personal vendetta so unless we tell him that we're not going to fulfill his wishes, he'll surely destroy the town the first chance he gets" Said Axel, reminding himself just how far apart he was from being capable of harming Splendont in the first place.

"Anyways best of luck to you three! We're counting on you and thanks again for everything!" Giggles exclaimed cheerfully as she tightened the bow on her head. Baron Disco Bear grunted through his gag in response, so Axel pulled it off for him to reply.

"I... *sigh*... Yes, we're relying on you too Disco Bear to not betray us, or we'll leave you naked out in the roads without your clothes on. Nobody is going to believe a naked person claiming to be of royal blood in the roads now would they?" Threatened Handy, happy to vent by threatening the bear.

"Hmph! For your information, I'm an honorable man! You just caught me at a time of desperation." Defended Disco Bear.

"Oh really? How honorable was it for you to make me your slave?" Asked Axel sternly.

"We could have a whole trial on how 'honorable' you've been all these years but we have no time to waste." Petunia retaliated.

"See ya later!" Cuddles waved goodbye as he and the trio of allies made their way towards Bleakburn.

"For the record, you would've been far more than a slave to me." Disco Bear muttered into Axel's ears once the three had left. Axel did not reply.

They had arrived at the abandoned town of Lushwood, no bandits have been sighted, probably avoiding the town when they saw that it littered the corpses of the other fallen criminals in the roads of Lushwood. Disco Bear had a very grim feeling about the place due to the amount of dead bodies around them. Furthermore, he was certainly frazzled by how calm Axel and Handy were to this sight.

"You did this to them... didn't you?" DIsco Bear asked, not realizing how ferocious Axel was in battle.

"Some of your elite guard snuck into the mix obviously enough since this when you kidnapped Petunia." Handy objected.

"I don't have any business with Lushwood. It's a tawdry, small-minded town. But I WAS looking for any potential damsels in need of my protection and my elegance. So I just sent them to scout and bring any fair maidens to me. Besides, they are more than a match for the kinds of rogues Fliqpy unleashed." Baron Disco Bear said, though Handy and Axel doubted that was the actual reason.

They entered the woods, and almost immediately, the mist dissipated, allowing them safe passage to the forest, seeing Lammy's hut in the distance, making the journey much faster than before. Entering the hut, Lammy and her familiar Mr Pickles were already facing them, they had probably expected them since they entered the forest. Lammy looked surprised by the addition of what looked like a pompous bear in a kimono but she was happy to see to the other two. Mr Pickles was currently playing with the voodoo dolls in a responsible and adorable manner.

"So you have new information for me I presume? And who's this person? I'd love a potential test subject but he doesn't seem to be too fit for the part" Asked Lammy, Mr Pickles grunted at the sight of DIsco Bear.

"T-test subject!? Wait... Are you a witch!?" Said Disco Bear, frightened that he might have been led here to be sacrificed for the assistance of the lamb.

"Pffft! As if! Even monsters would reject you Disco Bear!" Said Handy, using every attempt to roast Disco Bear.

"Okay Handy, lighten up on poor Disco Bear. I think being heartbroken and kidnapped from his mansion is already enough" Said Axel, feeling a bit worried how Handy is targeting Disco Bear every chance he got.

"Baron Disco Bear...? I've heard of you on the winds. You suck." Lammy flatly said, her ears twitching in annoyance.

"Preposterous! I am the nicest person in this room... I'm willing to forgive you for this transgression! You know, you don't look so bad. Care to join the Lionell bloodline?" Said Disco Bear flirtatiously.

"I don't want to join a House that builds itself on the lowest aspects of human indulgence. Besides, if I wanted to marry someone I'd have to get to know them first and they'd have to fundamentally be on my level." Lammy pointed out.

"Baby, I am equal if not above your level. Why don't I show you the joys of being a woman?" Said Disco Bear, getting closer to Lammy, before being driven away by Mr Pickles who roared at him, sending him flying against the hut's walls, the impact making a vase smash right on top of his head. Both Axel and Handy gulped in nervousness. As scary as Splendont was, for some reason Mr. Pickles felt a lot more fearful and dangerous than the squirrel did.

"So I take it something very urgent has happened if you have yet to send a letter to me about it." Lammy huffed and straightened her clothes out as she addressed her friends.

"Yeah, you could say that. This mage, we discovered is called Splendont the Scarlet. I may have... Summoned him when I shouted in the sky to show himself. Turns out he's the one who was in the castle all this time and is the one who corrupted King Flippy. On top of that, he made the castle floating in the sky and surrounded itself in a red barrier that apparently kills anything it touches. He promised to leave and turn everything back to normal... After killing someone named Splendid the Sapphire. Know anything about both of them?" Said Axel, hoping Lammy would be of any help.

Lammy looked very uneasy, holding the edge of her cauldron and looking towards her collection of tomes as Disco Bear picked himself up and groaned in pain. After a few moments of silence, Lammy seemed to come to a conclusion as to what this information meant.

"Normally when a sorcerer is given a color in their name, that is folklorically a sign of them being masters of their craft. The Grey, the White, the Lilac, the Rose Quartz, even the Black and Blue. So I take it these two wizards are among the strongest of their order of magic, or whoever they have aligned with... It also explains how this Splendont the Scarlet casted that advanced spell in the first place, it'd be nothing to someone with that level of power and prestige to garner such a title." Lammy explained.

"Wait, you mean besides the two of them there are more?" Said Handy in amazement.

"Yes, and I happen to have heard of them once." Said Lammy though she still seemed obviously uneasy.

"How long ago was that? I mean, if you've heard of them before, why take over just now? They could've done it years ago." Questioned Axel.

"They are just like any other Tree Friend Axel. Different beings, different personalities, different motives. Unless we find out more about them in person we have no idea why they do the things they do. Really all mages have a mystery about ourselves in an attempt to protect our powers and those we value most. For Splendont to take over this kingdom must mean he's seeking recognition that he did not have before. Did he say anything that stuck out as funny to you? Or significant?" Lammy offered a point of discussion.

"Well, he did seem interested in seeing Axel's side of things, too interested it seems. He kept mentioning things like love... referring to Axel that he didn't have love or something. And he kept bringing him down for some reason and told him that everyone's future rests on his shoulders. Talk about pressure." Explained Handy, not wanting Axel to have another mental breakdown.

"Perhaps Splendont has been burdened by something in his past or lost some sort of love. Scarlet seems to have more meanings than you think, it may mean war, danger, determination, passion, desire or love. What I find funny is that even though I am aware of the titles of colors and their relevance, the names Splendont and Splendid don't ring any bells to me. I mean, I am a hermit but I would've recalled their names in my tomes of spells and wizards of old. So that leaves us with the only other lead I can give you for now. That barrier he casted and the spell to lift the castle up. There does exist a way to break it but it won't be easy. I'm afraid I don't know how, but I can point you to where you might find a way to dispel the barrier and find a way up there. The town of Oceanwave has a great library nearby, the only and most comprehensive collection of books, some books and tomes have been enchanted to be fireproof so even if the knights wanted to, they won't be able to destroy them. Go there, and hope you can find the necessary information to enter the castle and defeat Splendont there. Well, unless he decides to destroy the library, you should be good. Now off with you! I need some... Privacy for my next test. And remember to send me updates through mail!" Said Lammy, turning her back to them.

The three Tree Friends left quickly, especially as Mr. Pickles was giving them a suspicious look, especially after Disco Bear got a little too close to Lammy for the pickle's liking.

"So she seemed enchanting... but too scary to live with considering that abomination she has for a servant." Disco Bear shivered.

"And if she knew there was a method, why not just tell us this method? Why point us out of town?" Handy grumbled.

"Well... maybe she's being smart. If Splendont really is watching over our conversation, he could intervene in some way. Or prepare countermeasures. As long as he doesn't know the exact method being used against him we're in the clear. Also, it wasn't wise of you to carelessly flirt with Lammy, when I'm here... My 'love'." Axel grinned teasingly at Disco Bear.

"Harrumph, I still am mad at you. So get used to me seeking better alternatives." Disco Bear grumbled but he sounded a bit tsundere in that regard.

"Hmph, you didn't deserve that kiss." Whispered Handy, looking down coldly.

"Did you say something Handy?" Asked Axel, faintly hearing him whisper.

"Nothing... I said Disco Bear is an ass" Said Handy, briskly walking ahead of the two tree friends, clearly something was on his mind and Axel did not miss it.

"What's his problem?" Said Disco Bear, sure a lot of people hated him, but Handy made it seem more personal.

"Well, I'd offer an answer but there's too many to pick from in regards to you so I'm just going to settle on the fact he's antsy about the direction this quest is going. Hey Handy! I think we should all settle on camping out tonight. It's getting dark." Axel called out to Handy.

They set up their camp in the forest, if anything dangerous had come to disturb them, then Lammy would probably fill the forest with mist protect them.as soon as they entered, making them pretty hard to spot. Disco Bear had settled himself with a makeshift bed of leaves after demanding Axel to make him a bed and absolutely refused to sleep in the forest without a proper bed. Axel made a compromise that he wasn't all too happy with but the wolf suspected that not much was going to please him at this rate. As Disco Bear drifted off to sleep fairly early on in the evening, Handy and Axel sat near the campfire they made. Handy kept his gaze on the fire, still wearing a mildly angry expression on his face. It honestly made Axel think about how Handy was when they first met, how cross and upset Handy was being hassled by those bullies. He hoped he could help him out with whatever was on his mind.

"Okay Handy, ever since we left the mansion, you've been really grumpy lately. I know Disco Bear is a pain in the ass to get along with, but we need to keep an eye on him. Furthermore, you've given Disco Bear too many threats already, I think you need to lighten up on him. Despite his... Pompous attitude, you need to get along with him until we part ways with him or something." Axel said, trying to sound sensitive and gentle for the sake of keeping the group from being at odds with each other.

"Axel... there's a lot of things about him that piss me off and I can't wait to see him go with you so I'm not subjected to him anymore. He messed with my parents once upon a time. He abused a lot of my clients. He's a jerkass who was going to enslave us. And..." Handy frowned and his tail even seemed to droop down. He was going to say something but stopped himself, a devastated look on his face.

"And...? Come on Handy, you can tell me anything. Also, you're... You're leaving? Handy, as much as I don't want anything to happen to you, I loved your company more than anything. Are you sure about that?" Said Axel, he really thought Handy would come with him till the very end. He knew there was a possibility that the amputated beaver would decide to reside in Happy Tree and try to make use of himself in another town. But... Why did it hurt to hear it from him? Handy had been there from the very beginning, and hearing this now felt like he took his company for granted. But Handy's reaction was very unexpected. Handy looked like he was about to cry and he angrily lashed out,

"Then why? Why did you have to go and make me feel things I don't deserve to feel?! And with that bastard?! He got to make you moan and swoon and pant a-a-and basically pamper you the way you've talked about wanting... I-I got hard watching all that and it sucked so bad because I can't do anything the way I am. I've been more of a burden on your quest then a help, letting Petunia be captured and being powerless to stop that shitty fatass from groping you like a dog. The fact you enjoyed it despite it being him... the fact I enjoyed watching and hearing you... adding together the fact I couldn't even jerk off on my own is just another shitty but accurate example of how shitty my life has been. I can't ever make you feel that way that I saw in the bedroom, or anyone for that matter, no matter how much they deserve it in my eyes. I... I just w-wish... I wish I had an actual sense of a life for myself... hands... family w-who looked out for me... belonging... *Sob*" Handy was full-blown crying to himself.

Axel was shocked, he didn't know Handy had such strong feelings for him in the short time that they have known each other. But... Surely he knew that his musings to Disco Bear during their 'lovemaking' was fake right? Then why was he so upset? Axel's ears drooped in sadness as he realized he may have deeply hurt his friend more than he thought. He put aside the fact he had made Handy hard and focused on what was truly important. Handy's emotions and feelings.

"Handy... Were you... Jealous of Disco Bear? Did you have... feelings for me?" Said Axel, hesitant to even ask and make him cry harder.

"... I-I'm not sure if... nnngh... I can e-even call it feelings... I've never had that kind of... awakening... *Sob* I guess it means I'm gay now... a-and that I care about you a lot... if you made me hard then... and of course I'm upset and jealous of what he did! Hungh... you are too good for him..." Handy's breaths sounded on the verge of a panic attack.

Axel hugged him in an attempt to calm him down, wrapped his arms around the smith, in an attempt to mend whatever injuries he had indirectly made to the poor beaver's heart. Handy tried his best to return the hug with his nubs, burying his face in Axel's shoulder to hide his face in case Disco Bear woke up. Pulling away, Axel wiped the tears from Handy's face and gave him a smile, gods, Handy could not get enough of it.

"Handy, you were the one who had made me feel adequate from the very beginning, in fact, if it wasn't for you, me and Cuddles would've been nothing more than acquaintances, I probably would've killed all of the goblins, and if it wasn't for those little troublemakers you took care of, I would've been one of the many dead people in Treasureoak. Besides... Pop has said that the most valuable gift someone can give to someone on a long journey, difficult time, or even on patrol is company. You have always been there for me in this journey so far and we've had laughs, serious discussions, revelations and all manner of chances to get to know one another better and realize where we could go from here. That is more useful than any sort of weapon or equipment. So don't ever tell me that you've been useless, because you're one of the reasons I'm still alive. You told me to stand up to Splendont. Now I want to help you stand up to your insecurities." Axel earnestly expressed his hopes and admiration for Handy.

Handy never felt such sincere compliments, and that made it hurt even more. This mercenary and former knight had just come to his shop a few days prior, and he'd already made him feel head over heels for him. He didn't want Axel to choose him though if there were really better options out there for the wolf, he'd be happy no matter who Axel ended up with. That was how much Handy wanted Axel to be happy. Handy seemed to calm down a bit after this and looked to Axel with a small, disappointed smile.

"But... But I can never give you pleasure like Disco Bear did in that bedroom... And yet I... well maybe not with 'you' unless you are comfortable or... gah! The point is, I just feel sexually worthless. And I know you don't want to have to deal with my own needs. No one wants to tend to an armless beaver who is just getting by on his teeth and wisdom." Mused Handy, feeling guilty that he was holding Axel back from pursuing more worthy interests.

"Do you really think that's what I think of you?" Said Axel worriedly.

"What else would anybody think of m-" Said Handy, sobbing a bit.

Axel silenced him with a claw to his lips, and gently kissing him on the cheek. Handy could only feel tears leave him, Axel wasn't willing to leave him hanging or feeling sexual unworthy, not by a long shot. Handy felt his tail straighten a bit too rigidly for his liking and a blush totally compromise his expression. When Axel pulled away he whispered seductively into the beaver's ear,

"Sorry if I left you hanging Handy. I really do think the world of you and if you did get hard, I should take responsibility for that act. I was only trying to appeal to Disco Bear's nature for the sake of the duel and while it worked, I know it left you in romantic turmoil. But you have features about you that are handsome, sexy even. Strong thick legs, expressive eyes, a strong jawline, and you take no crap from anybody. Tending to the needs of a friend who is that impressive to me has mutual benefits. If we ever take it to the next level, that'd be amazing to spend it with you but for now, I take it you want some 'relief' right?" Axel finished his flattery with a calculated wink. Handy looked away, and laughed through his embarrassment and initial surprise.

"S-sorry Axel. But.. Do you really want to do it... With me?" Said Handy, feeling like Axel was offering him pity sex.

"To be honest my ass is still kind of sore from Baron Too Big for His Own Good. I still need to be able to walk tomorrow and for a long time so I was hoping you'd settle for a blowjob?" Axel asked somewhat lamely, feeling a bit flustered himself. Handy paused, and nodded, shameful about accepting such an offer.

"Hey don't feel bad. You need this... Now lay down on your back." Said Axel, gently and romantically taking him into his arms away from the fire and laying him on the soft grass of the surrounding forest. Handy couldn't hold back a nervous giggle, realizing this was the first time someone had held in such a way or that anybody would take this kind of time for him. Axel then took off Handy's helmet, finally exposing Handy's signature beaver ears, almost identical to that of Toothy's. Axel smiled and pet Handy's face in a kind and caring fashion and Handy could already feel himself totally getting into this. Once Handy was giving him the bedroom eyes, Axel knew he could move onto step two. Giving him a kiss on the lips, this kiss was unlike what he and Disco Bear shared, this was gentle and their feelings were true for one another. Axel wasn't sure if Handy (Or in a small corner of his mind himself) was ready for the full love commitment but he did figure the beaver would be fine with friends with benefits for now.

"Axel... I... *gasp* I..." Axel didn't give him a chance to speak, leaving the beaver out of breath almost immediately. Axel caressed Handy lovingly, stroking his body's fur and feeling Handy arch his back from the sensitivity he was feeling, probably because this was the beaver's first time with such an intimate act. He felt something poke on his thigh and looking down, Handy sported a hard-on of his own, already leaking precum that stained his pants as evidence of how excited he was.

"So how proud are you about your own length of legend?" Axel teased sweetly as he started unbuckling Handy's pants. Handy felt himself getting overwhelmed already, tears of pleasure left his eyes in place of his tears of sorrow. When Axel released Handy's manhood, Handy felt the cool breeze of the night air blow against it, twitching and leaking precum for Axel to see. It was an average 5 inches in size and length but it looked pleasantly firm and Axel was so proud of having the chance to see it for himself. Axel teasingly licked the tip, giving a seductive stare at Handy, and proceeded to give a lick along the base to the tip.

"Ohhhhhhhhhhhhhh.. Uhhhhhh..." Handy's deep moan of pleasure and wiggling was music to Axel's ears and his tail began wagging from eagerness.Axel made several slurping and noises, making Handy desire more out of it. Axel loved the pleasurable expressions that Handy gave him just by licking. So what about sucking? Axel took half of his length in his mouth, making Handy squirm and gasp wildly.

"You like that?" Said Axel teasingly, making Handy whimper with need.

"Gods it's... y-your mouth is... fucking amazingggggg..." Handy did away with restraint and bluntly gave Axel his approval. He was also touched Axel was minding his fangs carefully with how he was doing the blowjob, no sense of discomfort was to be found. Only pure bliss and it was everything he dreamed of.

"It's all for you Handy..." Axel said soothingly, rapidly licking the tip of the cock. Handy felt like he was melting from Axel's treatment, the heavenly feeling of pleasure that he had always dreamed about was coming true, and he felt like he had missed so much on the feeling that he never experienced before. He wasn't sure how much longer he was going to last but he wanted to savor it. He softly started humping into Axel's maw, lifting his lower muscles to do so.

"Take allllll of meeeeee... " Handy begged. Axel grinned despite having Handy's cock in him, and started giving him a good time. Axel pulled his head back, and took all of Handy in one swift motion, making Handy roll his eyes back from the pleasure and convulsing.

"*gasp* P-please, k-keep going!" Requested Handy, thinking how if he had hands, he'd push Axel's head down to his length over and over. Axel obliged and started giving him the best time of his life. He took Handy's length deep inside his maw, timing his sucks and plunges into Handy's delicious pre-cum to match Handy's thrusts. Pulling back and taking him in over and over again, all the while sucking on it made Handy borderline crazy from the pleasure he was receiving.

"A-Axel, I... I... I love youuu...!! Aughhh...!" Howled Handy, ejaculating prematurely and ejaculating onto Axel's mouth, Axel's eyes widened, not expecting Handy to release so soon, and by the sheer volume of the amount of semen entering his mouth, he was forced to pull away and ended up with a small stream of personal fluids drenching his face. Handy had become exhausted from his first orgasm in his life, as if he ran a marathon and being chased by feral wolves in the process. Axel rolled next to Handy, wiping the stain off of his fur and grinning at Handy.

"So how was it?" Said Axel, hoping that it cheered Handy up, even for a small bit.

"Best... Best time of my life. Thank you... *Yawn*" Said Handy, falling asleep next to Axel. Axel pulled Handy next to him, cuddling against the relieved and no longer horny beaver and slept with him. Despite all this, they weren't aware of a certain baron spying on them, Disco Bear apparently wondered where they had went to and felt jealous, despite having had sex with Axel, he was jealous of Handy. Axel had real feelings for Handy, however platonic or romantic it may be. Disco Bear had none of both, feeling sad and the one that had loved him, however fake it might have been, had done it with another person he thought was more worthy of it with. He left the two friends with a cold heart and slept by the fire, feeling lonelier than ever before.

In the confines of Fliqpy's bedchambers, Pop had once again found himself physically exhausted, Fliqpy unconsciously laid on top of him, embracing him tightly in his arms to prevent his escape, not that he could go anywhere in the first place.During one of his sexual tortures, the castle had been floating in the sky, clouds formed near the castle as evidence, but th at did not stop any of Fliqpy's torture, apparently Fliqpy was used to whatever magics the red squirrel had done before. The same red smoke appeared on the balcony, taking the form of Splendont the Scarlet from the night before. Opening the window doors, Splendont silently strode to Pop. Pop gently pushed Fliqpy off of him and started asking questions.

"Where's Axel!? What did you do to him!? What happened!?" Asked Pop, worried for Axel's safety, and for any of Axel's progress.

"I judged him as you'd say under Tree Friend law. He seemed awfully guilty of the things I judged him for, as though he was going about in life without realizing what kind of behavior he was subjecting others to." Splendont calmly spoke to Pop without any malice but rather as though he knew his words were truth.

"So what now? Are you going to... hunt him down?" Asked Pop. Pop didn't believe Splendont was being entirely truthful here. The Axel he knew had many layers to his emotion yes but at his core was a good person. Maybe it was Pop's surrogate father instinct to Axel that made him see what Splendont didn't see. He pushed down lingering worries that this same instinct was making him see things in Axel that weren't there as Splendont seemed to be thinking along the lines of. The last thing he needed and the last thing Happy Tree needed, was placing doubt and suspicion about their only possible savior at the moment.

"No, I sent him on an errand. To end someone who should have been dead long ago..." Said Splendont, the tiniest bit of memory about Splendid made him harden himself in an expression of pure anger.

"What did this person even do to you? Why send Axel to do it?" Questioned Pop, if this person was someone Splendont sent Axel to do, he must have feared this person, or was powerless against him in the past.

"That is none of your business! Now come here... I need a bit of... Comfort..." Said Splendont, presenting himself to the captain in a surprisingly cute fashion by cuddling next to him like a kitten. Pop wasn't amused this time though.

"... I don't know. I don't think you gave Axel a fair perspective. You don't even know-"

"What's there to know about a knight fired personally by your hand? He's also fully steadfast in opposing my plans. He's lucky I gave him the compromise." Splendont spoke icily.

"What compromise?" Said Pop, whatever this compromise was can't spell anything good.

"Simple, he kills my brother, Splendid the Sapphire, and you, the kingdom, and all of its people will be free once more." Said Splendont, giving Pop a kiss on the cheek.

Pop froze up though. The idea of Axel killing someone at a villain's request just... didn't sound like Axel at all! It was the antithesis of Axel's entire ideology. He only killed the criminals harshly because they had done even far harsher things. Much like Pop had done personally with his wife's killer a long time ago. How could Splendont judge Axel as someone who was awfully guilty of things he had been doing when Splendont asked Axel to do those very things. Pop angrily moved away from Splendont, his protective instincts kicking in. Splendont didn't react with much surprise but rather he seemed innocently confused. It just served to remind Pop of how Splendont was far and above a normal Tree Friend and that he was too detached to fully trust his judgement.

"If that's how you're going to react then let me give you an incentive to comply with me." Said Splendont, and with the snap of his fingers, the room slowly became chilly for some reason, Fliqpy glowed a thin blue aura, no doubt to prevent him from feeling the effects of Splendont's magic. Snow appeared out of nowhere and the whole room was caught in what seemed to be a snowstorm all of a sudden. Pop didn't let himself be deterred, his thick fur keeping himself warm enough for the meantime.

"You can stay and freeze to death for the night for all I care. But know this, I'm your only source of 'warmth' here at the moment. And I doubt you want Fliqpy to be one. Please understand what I mean for you and that you mean so much to me." Splendid urged.

"The idea of you asking Axel to kill someone you hold a personal grudge against whilst presumably judging him for murderous acts he did while in my service is hypocritical! That is what chills me more than the spell you conjured! I thought you wanted to understand love. I thought there was some twisted but understandable reason for you taking over my home. Corrupting my king! Yet I think I'm starting to see why you are Axel's foe..." Pop shouted defiantly.

"Hmph! You two share more than I imagined you to be. So be it then! Let's see how long you last without me!" Said Splendont, making it snow harder upon Pop.

Pop was starting to lose his patience and rationale. Tempted to actually make a strike against Splendont or Fliqpy considering how the two of them were trying to make him yield to their desires and lofty and misguided goals. Pop clenched his fist and decided to try a different approach. He moved over and hugged Splendont tenderly, hoping that maybe a kinder approach would be the way to make Splendont see eye to eye.

"I don't WANT you to be anyone's foe Splendont. I mean even this Splendid character presumably doesn't see you as a foe if he hasn't come to pursue you or harm you. You seem like you could be a friend, a force for good, and while maybe your opportunity to be seen favorable in Happy Tree has passed, it isn't a sealed fate. You... huff... can't expect everyone to be exactly how you think of them on face value. Hoo... S-Surely I myself have surprised... you in s-some extent." Pop started to shiver as his speech continued.

"No one will ever understand me, I've spent centuries, your lifetime is but too meager to be even be capable of understanding a fraction of my feelings... Now, take me, my 'captain'." Said Splendont, still frustratingly passive to Pop's words.

"B-b-but... if y-you don't express your f-feelings to me or Axel... h-h-how could you be u-understood? Even now... d-d-do you really want me to take y-you if I can't u-understand you?" Pop unconsciously rubbed himself against Splendont for desperate warmth.

"Shhh, words are not needed right now. Just pour your love to me... And only me." Said Splendont selfishly, not listening to a single word Pop said.

Pop felt defeated again, in a different way from when Fliqpy had first humiliated him in his cells. Now he felt his only ally had made a preconceived notion of everything that happened so far and was only out for himself and his own selfish needs. Gods, Splendont hadn't even asked about Cub or whether or not he was concerned about the other knights or anything about his backstory and yet he talked to him like he was his lover. Pop couldn't fathom a worse hell than the one he was in and he severely regretted what he had done to Axel at this point. Pop sighed calmly, and promising to pray and atone for his sins later, simply started to take on Splendonts' body like Splendont was merely a one-night stand. He had no love for his foe after all.

"Yes! Give me your love! All of it!" Echoed Splendont, who sounded more desperate than demanding. Pop sighed inwardly, he may have given him pleasure, but contrary to Splendont's now delusional viewpoint, there was no love at all. He could only hope Axel would find another way to settle peace for everyone in the kingdom. The snowfall disappeared as pity sex began and carried on into the night until one's thirst was quenched and the other's just grew more dry and hopeless. Or at least it would've but Splendont began feeling a strange sort of dissatisfaction. It was strange, Splendont was getting what he wants, Pop was ravaging him just like the night before and yet, why wasn't he looking at him? Pop's eyes were completely shut and not at all focused on the squirrel. Why did it feel like despite the pleasure he was feeling, Pop wasn't enjoying it?

"Why won't you look at me? Look at me!" Said Splendont desperately, Pop compiled but his eyes felt like they were devoid of life, full of sorrow. This wasn't at all what Splendont wanted, what was wrong? Why did Pop not give him the same feeling? Splendont was close to climax but this was quickly killing any sort of satisfaction he would have attained from it. He had to interrupt at this point.

"Stop, we're done..." Sighed Splendont, the disappointed tone of his voice made Pop worried, if his own usefulness to the sorcerer was gone, then he might suffer more punishment from Fliqpy and lose his chance of finding out what purpose this squirrel had in mind for the kingdom. The one solace was that it seemed Pop would finally be able to get through to Splendont when the stubborn fool seemed deluded in his perspective.

"Why... Why won't you give me love like before!? I gave myself to you and yet why do I feel empty!?" Splendont vented as Pop pulled out of him.

"You don't show love to others except for what you want for yourself. Trying to murder your own blood brother and sending my knight to do it? I lost my WIFE to the kind of murderers you released! Family is family no matter what potential grudges or conflicts or disagreements you have. You expect me to show you the love you cherish when you're set on not cherishing my own love or life? That won't happen..." Pop started with emotional fury but toned down into a more controlled but severe tone.

"You know nothing bear! Know nothing of what I've experienced from my brother! You don't know what it's like to be sealed off from the world and almost forgotten!" Said Splendont, losing his calm composure.

"... Sealed off from the world? Is that partly why I've never heard of you." Pop's eyes widened.

"...Yes. My brother did a very bad thing to me. His own flesh and blood, just for following my beliefs and exacting justice to those who deserve it. Tell me Pop, as captain of the knights, is it wrong to execute justice to murderers and thieves? Imagine it, the poor can't fend for themselves, get robbed of what little left they have, and the ones who try to are killed off for trying to survive" Asked Splendont, his back turned from the widowed father.

Pop frowned. He was quickly reminded of many conversations he had with Axel on this topic. It was a start towards a genuine connection with Splendont but it emphasized traits that seemed contradictory with Splendonts actions. Pop decided to try a specific angle,

"So then what do you think of Fliqpy letting go of all those murderers and thieves...? You could've kept him from doing that and delivered your justice to such people. More got hurt because of your-"

"Don't you see? Even the same knights, your so called guards scattered across the kingdom are impure. Perhaps you hadn't noticed it, but even they, the protectors of the kingdom, have been known to be corrupt and impure as you have instructed none of them to be. And yet, they get away with it. The only solution is to purify the order of knights, not just the corrupt ones. There would be no gray lines, ALL of them should suffer. Absolute good must be all that is left in the end, and with my leadership, a new alliance of protectors will be forged, none that will take advantage of the common folk." Explained Splendont, Pop thought that this was exactly how Axel had acted, well, mostly.

"Is that what you told Axel...? For while I may have fired him for letting his justice and excess desires get out of hand, he is no corrupt individual... And I know all my knights by name and where they live, I've never recalled them ever being corrupt or impure. Was...Was that how your homelands knights were?" Pop said, challenging him.

"Hah! Oh Pop, this is what I love about you. You're so pure... So... Good. Unlike the others who you've trained, other knights in the other cities have been... Should we say, overzealous. I didn't tell Axel because I suspected he was not as pure as you truly are and... as a foe I am relying on to bring Splendid's head to me, I don't need for him to know my secrets. He could very easily let this whole quest turn the perspective you have of him around just like the knights I knew. Getting the power of their station in their head that they forget what it was they signed up for and subjected themselves to pursue their innermost desires while letting the peasants suffer in the process!" Said Splendont, running out of breath, from what Pop could tell, Splendont probably had bottled up this information for a great deal of time.

"But that doesn't explain why me and my knights are imprisoned!" Shouted Pop, not knowing what this has to do with HIS band of knights.

"I admire them, so as an exception, they will not be killed. They exact justice, however delayed it may be. They need to be hardened, stronger than ever. And what better way than to endure torture like you do. I admire the fact that you could take in cowardly individuals as protectors, but that needs to be remedied. Though I pose as a villain to them, it is necessary to make them braver in the face of their enemy. It is also part of Fliqpy's will and, as he is my main tool for enacting my justice to lands outside of Happy Tree, including my own, I'll need to give him some agency until I completely make him my puppet. Isn't what I'm doing a noble goal?" Said Splendont, facing Pop once again.

"... It's noble in a very violent, rebellious sense but I cannot agree with it. I have no power here to oppose it so if you see that as what you must do, do what you must. I'm... vulnerable. And I feel like I can know see your vulnerability as well and you are just like Axel in that sense. Both of you could make great people someday with the right direction. Or love as you might say." Pop said in conclusion.

"Me? Like Axel? In what way are we even alike?" Wondered Splendont, it was the first time he had heard of another having something in common with him. Let alone the very knight he had antagonized successfully but yet was defended so fiercely by Pop. That wolf had fire in his eyes that Splendont had to concede as admirable inwardly but carried himself as though he was always a few choice words from attacking or outright acting on his desires. Splendont never had that sort of rough posture or visible energy, always keeping his cards hidden from plain sight.

"Wronged by society and wanting to enact your own changes upon it. Though it sounds like both of you also lost family, albeit in different ways. I'm sorry your brother did that to you Splendont." Pop put a soothing hand on Splendonts knee. Splendont somehow felt like... Like he needed Axel for some reason. He couldn't quite grasp it, but it felt like Axel would be the only person that would ever understand him if he ever explained his motives. Forget it, Splendid was a minor thing now, either way, if Axel succeeds or fails in killing Splendid, he would not accept any compromise that will lead to his death. Axel will be his, and safe... With him. Perhaps it was not a true need for Axel considering how vindictive he had been towards the wolf but rather a desire to see him again. Perhaps question him with this new information in mind. See if he could help him stand down from getting in his way and instead becoming a true ally. Or more...

"Fascinating... I want... No, need Axel now. Perhaps I was wrong to judge him, yes, I will make him see my ways. And when he does, maybe he could give me love... Well, equal to the love you gave me last night, so goodbye Pop, this is the last we get to meet. We will never meet again." Said Splendont, about to get up from the bed. When he felt Pop push him down on the bed, he gasped in surprise, realizing for once that Pop had caught him off-guard. Pop needed him, ally or not, he is one of the only reasons he wasn't broken yet. Pop looked straight into Splendonts eyes with deep sorrow and longing.

"No please... Stay... I don't know how I'll be able to endure Fliqpy anymore without you... Please..." Said Pop pleadingly.

Splendont suddenly felt a strange new emotion. Perhaps it was some kind of regret for speaking so coldly to Pop despite the fact he still thought so fondly of the bear. Truly Axel was now peaking his interest but he couldn't abandon Pop so recklessly to Fliqpy... Besides, why ruin this night with him being so cruel for the sake of proving something to Axel? What was he even trying to prove now...?

"...If that is what you want. Then I'll stay. But only if you love me, you're just so.,.. So perfect. I've given myself to you earlier but you refused... Why?" Said Splendont, though the way that Pop made him feel like he was needed felt very good to him.

"Because you didn't open up to me... and you didn't... you didn't give Axel a fair chance... I-I've lost my son and lost my wife and I... I can't lose Axel too... you are all I have right now save for the knights I must protect and... it'd mean so much for you to express everything about yourself. Let me understand you please Splendont." Pop begged.

"Open... Open up to you? Is that what lovers do? What you did with your wife in the past? I... If you promise to love me, I will never abandon you... And love you too, in return" Asked Splendont, he felt something in his chest, finding another person that ACTUALLY wanted to listen to him... Why did he now feel like he could not let go of Pop?

"Ahhh... I-I will give you everything I gave to her... if it'll help you feel no longer alone and help you realize why Happy Tree means so much to all of us. Love can redeem anyone." Pop clutched Splendont's chest and teared up.

Splendont couldn't take it anymore, why did it feel like, despite being the one in control of everything, the kingdom, the people, the way out, this person felt like he was forever bound to him?

"Such... Such a selfless and loving act... Oh Pop, now you'll truly be mine... Maybe... Maybe one day we could stand side by side each other... You will be my equal ruling this kingdom one day, once everything within my plan comes to fruition..." Said Splendont, mesmerized by the true beauty that Pop had possessed inside of him.

Pop realized exactly what this meant. He was... admitting he was content with Splendont's grip over the kingdom but he couldn't deny this wizard was incredibly special. Someone who opened his eyes to realizing he was still very capable of finding pleasure in life and opening his eyes to new philosophies. There was a bud of romance that was in the bottom of his heart in regards to this flying squirrel but... it still stung to imagine he was unable to help bring this reign of terror down or balance his justice with this new role he was put in. Axel would have to finish the rest if Pop was unable to help Splendont see the error of this overly painful and complicated path... Still, Pop felt a strong sense of comfort that made this strange series of circumstances not feel so shameful. Maybe his wife was here in spirit, assuring him he had nothing to fear right now...

"Now, show me, make me yours. My body is yours to command. You will be my everything... My love... My king..." Said Splendont, lying down on the bed and exposing his body to him. Pop crawled onto him, giving a passionate kiss, rubbing their semi-hard cocks to full hardness, preparing to make him moan and cry out through the night.