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The very next day, the sun rose greatly into the sky as Handy and Axel woke up cuddling one another within the forest and Disco Bear looked very unamused as he was always set on getting up as an early bird. He had to as a prestigious Baron and House Leader. The fact Handy's pants were undone and his small dick was clearly visible didn't help either and Disco Bear resisted the urge to stomp on it out of spite. Eventually the two… individuals (Disco Bear wasn't sure how to categorize Axel at this point) slowly stirred awake and locked eye contact. Disco Bear frowned, realizing how much that never happened to him or how it rare it was for him to have meaningful contact with any of the people he slept with previously. They'd look away very quickly from him or just not give any sense of connection or emotion or even one positive inclination they didn't mind him.

"You slept well Handy?" Axel asked lovingly to him. Handy smiled back at him.

"Yes Axel… It was the best sleep I had in years" Said Handy, Disco Bear's heart ached harder than before at the exchange the two made. The one thing he asked for in life was something he was never going to get, and the gods mocked him for it, everyone including this amputee had been given love like a kid being given candy. What's more, it was with the one who had cruelly and gladly broke his heart.

"If you two are done, then let's get going already so I can finally go back to my mansion and hopefully never see each other again. And zip up your pants already!" Disco Bear jeered, getting up from the pile of leaves Axel had graciously given him last night.

"Sounds like someone wants their mouth to be zipped up…" Axel threatened, growling like a wolf, Disco Bear liked it though, shifting Axel's attention to him rather than Handy.

Handy reacted appropriately enough, blushing heavily and gently nudging Axel to help him with that (Saying he had a tool at home that helped him get his clothes on easily) and so the wolf compiled without much argument. Disco Bear cowered and trembled (pleasurably) at the low growl and the sound of Axel's voice being similar to that of that glorious if depressing night but he kept up his bravado in the meantime.

"If you two have a problem with me then be my guest and leave me already. I have no intention of betraying you as you two only cause me problems. It's your choice to keep me, or let me go. Remember that" Said Disco Bear coldly walking away from the two, and without waiting for them, headed out to leave the forest.

"Yeah… I don't think I can go with you any further if that jerkass is staying with you. But also I think I'm not going to last well in places I've never been and it's time I am able to be there for the goblins after leaving them to fend for themselves all this time." Handy admitted to Axel, being reminded of last night's conversation. Axel's ears drooped and remembered how Handy said he wanted to leave.

"I guess when we reach Bleakburn then… It's goodbye I guess. Handy, if I die or don't return to Happy Tree and to you. Know that… Know that these feelings of mine are real." Said Axel sadly, closing his eyes to keep the tears from coming. Handy smiled and gave him a hug and patted him on the back, just like their first meeting.

"I already know they are Axel…" Said Handy dreamily.

The trio set off for their journey back, Axel was still a bit worried, the bandits back in Lushwood threatened to take Bleakburn next, he just hoped Cub, the goblin squad, and the rest were still alright. Toothy might provide some help defending it but that was a day ago, for all he knows, he might have sent Toothy, Cuddles, Giggles and Petunia to their deaths if they were unable to reach the shelter of Nutty's inn. Disco Bear also seemed very worried as Axel looked at his posture and expression but the wolf suspected it was for very different reasons.

What greeted them was a sight to behold, Bleakburn no longer looked like an image of it's former self. The rundown poor town now had their very own walls, made of what could have been the remaining wood from the burned down houses. Along the perimeter of the town, there were not just goblins, but hordes of them. But it didn't look like they were intent on attacking the town, more like keeping anybody from entering. One of them saw Handy and started announcing to the rest of his kind of their arrival.

"The handless one comes! The handless one comes! Open the gates!" Said one, the other goblins started opening the heavy looking gates for the three of them.

"What are these beasts doing in- ow!" Disco Bear was about to ask a rather blunt question so Axel shoved him roughly in the arm with his elbow. Figures that the Baron would take issue with goblins most of all but Axel knew that shutting him up would protect him at the moment.

"Kind of a long story Disco but basically they are friends we spared a while back and now they are helping us protect the innocent townsfolk in exchange for protecting them." Handy was polite enough to explain.

"This is weird though, I distinctly remember adopting only three goblins but this seems like a whole army of them!" Said Handy with wide eyes.

"Maybe all the goblins who ran away came back for them and joined the cause… but only Cub could give us a definitive answer. At least this means the others and Nutty should be doing well." Axel smiled hopefully.

When they entered the gates, the mud paved roads of Bleakburn, now had flora growing from everywhere, crops were more abundant than ever, and people around them no longer looked like they were malnourished. For some reason, even though the sight of this was a bit perplexing, it brought an even greater sense of hope to Axel and his comrades.

"Jeez, Is this even Bleakburn anymore? It's totally unrecognizable" Said Axel, looking at the newly planted and abundant crops around him.

"The people from Lushwood must have lent their help in their knowledge of agricultural skills to the people. Maybe even taught them" Said Handy, remembering how bleak and gray the environment in this town was.

A lot of the people around them gave Disco Bear death glares, which made him completely uncomfortable. Inwardly, he was actually very pleasantly surprised that this town he had never deemed worthy of stepping foot in had become so beautiful. It even seemed well-guarded now and capable and somehow had become this way in only a few days since King Fliqpy took to power. But how could he express flowery praise and admiration when townsfolk were looking at him like he was worse than the goblins? Goblins of all things who House Lionell regarded as inferior, overly sexual beings who hunted and preyed on those stupid enough to get involved with them. He was tempted to hold onto Axel for comfort but was worried about getting another elbow shove. Disco Bear asked,

"Do… you think they were helped by that sorceress? Or that even Splendont did this…? I can't imagine how the lesser towns were able to pull this off on their own in such a short amount of time."

"Don't underestimate what the common folk can do Disco Bear. Especially in times of need, even peasants can create a paradise. As long as people like you don't come into play." Said Handy, Axel held a firm shoulder to Handy, reminding him to stand down on the insults. Handy just looked away, he could never forgive people like Disco Bear, Disco Bear made it personal years ago.

Disco Bear felt very hurt by such comments. Riftvalley WAS his paradise. It had always been his paradise… hadn't it? Perhaps maybe only his Fort but the Fort defined all of Riftvalley's glory in one place. Was he really so out of touch with what a paradise truly was composed of? He decided to merely grunt in dissatisfaction as to appear strong and unbothered and ask,

"Regardless, we are looking for an inn right? Axel do you know the way?

"Of course, I lived here before hell broke loose, in fact, I always came to the inn for a snack or two, and talk to my best friend there." Said Axel, his thoughts on Nutty and physical state given the burden of taking care of everybody in this town.

"Your best friend?" Disco Bear sounded rather intrigued.

"Yeah, he can be a bit… Well, Nutty at times. And it turns out his name is Nutty too, but he's the nicest person I've ever known. Maybe he could even be nice to you Disco Bear." Said Axel, Nutty wasn't one to hold any sort of grudge after all.

"Nutty." Disco Bear sounded unimpressed. He was expecting someone perhaps of a similar sexy, powerful, confident level as Axel was. Nutty just gave him an impression of someone ditzy, stupid, easy to bend and break but not at all challenging to seduce. He kept these thoughts to himself along with other anxiety-inducing beliefs.

They entered the inn, and just like in any day in Bleakburn, the townsfolk chatted amongst themselves and it almost seemed like peace was already achieved. People drank and talked merrily, others roughhoused, and gossips emanated from the air. Nutty was at his usual place behind the counter, talking with Cub who looked really worn out.

"Hey Nutty! Cub!" Called out Axel, making the two notice him. The sight of their brightening eyes and clear joy and relief was the most beautiful sight Axel had seen since last night.

"Axel!" Exclaimed Cub, getting off the stool and hugging Axel's waist.

"I missed you! The people you brought here were very big help. Nobody… It feels like nobody is poor anymore… And everybody is safe. But, dad's still not here…" trailed Cub.

Axel flinched. He hadn't considered how he'd let Cub know about Pop. If he told Cub the blunt truth that Splendont likely let his father be sexually and physically abused by King Fliqpy… then that'd devastate the young boy's mind. Let alone the creepy implications Splendont had about how Axel seemed unworthy of Pop's care and concern. Still, Axel knew he had to say something that would make Cub feel like all he had done so far was not in vain. After all, Pop was alive and that's what mattered most.

"I'm sure he's fine Cub, your dad is strong, just like he always taught you to be. I promise you Cub, we will free Pop from the dungeons and return King Flippy back to his old self again" Comforted Axel, rubbing Cub's hair.

"Y-yeah, we're going to kick ass until everything is back to the way it used to be." Said Cub excitedly.

"Language!" Said Axel, he still remembered how Pop didn't like Cub cursing at times.

"U-um Axel… is that… Baron Disco Bear with you…?" Nutty, who had oddly grown quiet and looked teary-eyed (Perhaps fresh from relief of seeing Axel but was now transitioning into something sad) pointed out at the bear nervously.

The bar grew quiet, they all heard the baron's name. All the people turned to them, specifically at Disco Bear. Most of the people here had a personal grudge for the mistreatment, the shady governing of Riftvalley, his demeaning of House Lionell, and being talked down upon by him. Not many had an opinion on Baron Disco Bear from before he ascended to house leader but had given him a chance. But over the years, turning Riftvalley into a seedier environment when he opened and managed his Fort into a brothel, hired his own elite guard that rumor had it were spying on civilians, and the recent development he had been taking girls and women by force all spelled an insidious man. Furthermore he often had gone about taking things that were needed for Riftvalley's civilians at abrupt times without giving the providers a chance to object, even though Baron Disco Bear did pay for these sudden transactions. Disco Bear couldn't hide his concern and fear at this point, hiding behind Axel.

"It is! Hey! You took all of our crops when we needed them the most!" Said a villager from Lushwood.

"Why is he here!? Hey! Where's my daughter! If you had dared touch a single fur upon her head I'll rip you in two!" Seethed another villager. As if on cue, a girl was beside the villager, which happened to be his daughter.

"I'm here dad." Said the girl.

"Oh, uh, nevermind then" Said the villager, hugging his daughter tightly.

"But still! He needs to pay for all of the crimes he committed!" Said a child, pointing an accusing finger at him.

"I had to move away from Riftvalley because of your horrendous acts and management!" Said another villager.

"House Lionell is no great house anymore! All because of you!" Said what appeared to be a former employee of House Lionell that Disco Bear recognized. Disco Bear's facade of composure completely shattered and he started to cry, fearful for his life.

Axel had enough of it, as annoying as Disco Bear was throughout their journey, he still didn't seem like he deserved this much hate, and felt sorry for him. Besides, he knew Disco Bear was probably worried now that Axel brought him here for this reason only which was not the case. He deserved redemption and a chance to prove himself as a better man. After all, these townsfolk would no doubt demand the same of King Fliqpy even if he finally turned back to the peaceful king he once was. A person's actions spoke much louder than words and Pop even knew that a ruler who did something to upset the people had a much harder hill to climb in regaining his reputation and their trust.

"SILENCE!" Screamed Axel, quieting down the crowd's complaints. Nutty whimpered slightly, not liking it when Axel had to yell and wishing he had more confidence to be the one to speak up.

"As much as Disco Bear has wronged all of you, this is not the time to act like children throwing a tantrum" Scolded Axel.

"You can't actually be serious! Why are you defending this man? Did he bribe you with riches or perhaps sold your body to him?" Said one of the angry men, probably a Lushwood civilian, from the crowd. Axel was tired of these kind of comments and marched up to the man and glared at him so hard it could make a grown man cry.

"Care to repeat that? If so, I want you to understand that you are talking to a member of the guard despite being laid off duty. If so, prepare for the consequences by my hand or Cub's" Said Axel, making the man cower before him.

"Everyone calm down…!" Suddenly, the voice of Giggles could be heard running down the stairs.

She was followed by Toothy, Cuddles, and Petunia, all of whom didn't need to exchange reunion greetings and understood the situation.

"We've spoken to Baron Disco Bear and know of his crimes and punished him accordingly already. Anymore beyond that would just be a crime within itself so allow this debacle and moral quandary to rest already!" Petunia added.

"How is he punished then Lady Petunia…?" Asked the child from earlier.

"If you must know, he's been paraded around borderline naked in his own town, publicly shamed by the people he kidnapped, abandoned by his own personal guards, and once we have fully overthrown the one responsible for King Flippy's corruption, are intent on negotiating some reform for Riftvalley with him." Petunia explained, showing very mature and responsible diction.

"... I-it's true…" Disco Bear weakly muttered as he tried to control his sobs and emotions.

He couldn't bear the idea of losing the only thing keeping him relevant and somewhat on a moral and reputable high ground than all the others. Losing what could be the only other possible way of keeping women and suitors and House Lionell's future members beside him. Despite his desire to continue his previous life, he beared these newfound fears and compromises as he knew he didn't want to provoke an angry mob to slay his life. _I'm such a foolish and hideous coward, _Disco Bear thought shamefully. Maybe this town did deserve to be better-looking and thought more highly of than Riftvalley at the moment. The townsfolk did seem to trust Petunia's words and though a few left him some terribly painful glares of disgust and vengeance, abandoned the accusations and continued about their life. Handy decided to go talk to Fang, Tooth, and Nail who were stationed at the back of the bar and looked ready to intervene a second ago. Cuddles and Giggles took Disco Bear aside and talked to him to give him some reprieve. Petunia and Toothy spoke with some townsfolk to further clear up their doubts. Leaving a certain barkeep staring at Axel.

"Axel, I… I know this isn't the time but, I need to talk to you about something…" Said Nutty, rubbing his shoulder and a worried expression on his face.

"It's alright, I came to check on you guys after all. What is it Nutty? We've been best friends forever so you can tell me anything, this could be our last". Said Axel, bringing a comforting arm around him.

"C-can we go somewhere else…? There's… something I want to show you. And I wanted to fill you up on what's happened so far…" Nutty spoke, jittering slightly.

"Sure buddy, but… I hope you don't mind but Disco Bear has to come with me. I'm sorry but I just need to make sure he doesn't get himself killed because of his reputation" Said Axel, Disco Bear didn't seem to fare well after he received so much hate directly at him. Nutty looked at Disco Bear and knowing there was no way around it, agreed.

"Its fine, I just… I might not even get to see you after I show it to you"

"Nutty is it…? This is… a fairly well-kept inn. I'm… sorry I startled you and made a scene here." Disco Bear apologized, in a soft and slightly hoarse voice from crying.

"It's alright, Axel makes quite the scene sometimes so it's nothing new to me. It's really fun when he makes a scene that makes people smile and laugh actually. I'm sorry Disco Bear about what happened." Said Nutty, true to Axel's word, Nutty really was a nice guy overall.

"... Don't apologize for me. I'm coming to the conclusion I've brought this upon myself. Thank you though." Disco Bear confessed.

Nutty lead the other two to the winery of the inn, lighting a lantern of his own in the confines of the dark room. Collections of wine lined the wine racks, Some of which he saved on special occasions for other people, though Nutty rarely celebrated with alcohol, thinking how icky the smell was.

"Alright Nutty, what was it you wanted to talk about?" Asked Axel, whatever this was, it must have been quite a secret to talk about.

"This." Said Nutty, lifting a trap door and leading to a natural staircase that lead to whatever the darkness lead to it, Axel felt a bit ominous about venturing into the unknown but couldn't bring himself to turn his friend down. Disco Bear too looked quite startled, having previously been rather impressed by the collection of wines Nutty seemed to have. For him to have a secret passage whereas he didn't (A very hot rumor from people not affiliated with House Lionell and that he was too ashamed to denounce publicly) suggested this Nutty figure must've had an interesting lineage or builder he hired.

"Nutty, since when did you ever have this… Hole in your inn…?" Asked Axel, mortified by how just by one look, it was obvious the tunnel was going to be a long trek.

"Since forever. I don't know where it leads but I never told you this because… Because…" Said Nutty, afraid to continue more than what he wanted.

"Because? Nutty please tell me" Axel pressed on.

"I don't know. I don't want to lose you, because I'm afraid there's a monster inside and if you go there it might eat you. Axel, I feel weird when I'm around you. My heart beats fast, I feel like hugging you and my body grows hot at night when I think of you." Said Nutty.

"Are you sure it isn't just a sugar rush? Maybe you're just really afraid Nutty" Said Axel, though he felt like this was more of a confession if not anything else.

"No, no amount of sugar does that to me. Axel… I do feel afraid… when I made this bar, when you came into my life as a best friend, this passage was built f-f-for the day I'd need to run away… i-in case I wasn't allowed to be accepted anymore… o-or if someone shunned me or hated me or the king banished me… a-and now he's evil and there's so many people around and you are back... I don't know what to do." Nutty, paralleling rather hauntingly the night that Axel had come to return his clothes and he also had expressed distraught emotions, looking about ready to cry. Axel looked guilty and frowned upon himself, Nutty really was like a young but sweet kid at heart. He wanted to live and enjoy a normal life considering some of the struggles he had endured because of his habits and lazy eye. So this was obviously a life-shattering and deeply concerning change in his life. Axel slowly walked over to him and hugged him.

"Hey! There's no need to feel ashamed over these kinds of feelings... I've... seen someone have the same kind of reaction you did towards me lately. Nutty, it'll take everything that King Fliqpy has for me to let you get hurt." Said Axel reassuringly,

"I… I know I'm afraid of the tunnel and that it leads out of town... but… I don't know what it is I feel about you". Said Nutty with a forlorn voice.

"Nutty I think… That what you're feeling is that you love me. Hell I'm starting to come to terms with the fact that I might be leading Tree Friends on that I don't know how to conclusively make a decision on in regards to their thoughts about me." Explained Axel, Nutty just looked at him teary eyed. Disco Bear however took a very unexpected reaction, looking outright offended. But he said nothing and turned his back on them to give them some sort of private conversation.

"You mean, it's not only me…? So I can't love you…?" Said Nutty, feeling even more sad than before.

"Nutty I… Feel free to think of me in anyway you'd like Nutty. We've known each other a long time after all. I can see why you hold me that closely in your heart and mind to have that kind of reaction. I don't want to disappoint you Nutty, I know some people who actually do love me, including you. But I haven't decided who I love. I don't want to hurt anybody, so Nutty, I want you to find someone who you can love other than me. I'm not saying you should find someone desperately, but find someone who sees me as I see you. Can you promise me that?" Asked Axel, not wanting more similar problems like Disco Bear and Handy's bitter rivalry

"But I feel so confident around you… d-do you really think I can do that…?" Nutty looked insecure but not at all opposed to the idea. He was often a one-track mind individual and the idea of looking for his own love seemed not at all like a bad idea.

"Sure… You'll find someone who would one day want to keep you safe, help you with the inn, hug you, kiss you, and…" Axel was getting a bit too explicit and kept his mouth shut.

"Kiss me? I don't know Axel. It's hard to imagine someone doing that to me…" Nutty blushed and look rather embarrassed.… Axel, can… Can you do it?" Requested Nutty, with flushed cheeks.

"A-are you sure Nutty? I'm not sure if we… If you and me would be together after all this" Said Axel, wanting to preserve what little innocence Nutty had.

"I… I know that but… I want to remember you forever. I want us to have at least one thing… I want you to be my… First kiss." Nutty seemed like he could burst into tears. Feeling like the only right thing to do was to comply, Axel gently cupped Nutty's squirrely cheeks, and gave him a gentle kiss, not one of lust, but of innocent love that Axel had held himself back from in a long time, Disco Bear felt the same feelings Handy felt, how unfair it was to watch him give his affections for another. And not just once, but twice, noon had not passed and he was already giving uncertain promises to the squirrel. Disco Bear looked away, arms crossed and thinking how unfair the world was to him.

After what seemed to be a minute, Axel released Nutty, Nutty seemed to feel a bit dizzy from the newness of the feeling. Nutty's tail flapped somewhat wildly for a few moments before curling up as usual and he looked incredibly allured by Axel's act.

"I will end this, so you won't have to endure any more than you have to. Me… and Disco Bear will go out and find people who can help us with powers and forces beyond the mastermind's" Promised Axel, hugging Nutty one last time, the other returning the hug. Disco Bear looked down, envious of the two, festering feelings of anger and aggression.

"Good luck Axel, you too Disco Bear." Said Nutty slightly lustfully towards Axel before giving a chipper tone to Disco Bear, oblivious to the feelings of the bear.

"Yeah… Thanks" Thanked Disco Bear, following Axel who lit his lantern down the tunnel.

Nutty closed the trap door on their way back, no doubt so someone would not stumble upon the secret he's kept. Disco Bear followed Axel closely, feeling pathetic about all that's happened back at the inn, and crying in front of people was something not baron-like. Then there was the sight of Axel sweet-talking his 'best friend', and giving the pathetic whelp his first kiss as if to further condemn that the time shared with Axel in his Fort was a folly and not worth anything. He was furious and ashamed, tired of this unfair treatment on Axel's part. He had no reason to subject himself to being mentally and romantically tortured by this dashing but despicable wolf and further risk his life by being taken out to lands unknown. _Maybe I should've taken my chances with the sorceress, _Disco Bear grumbled in his mind. Axel's acute ears and senses seemed able to tell that Disco Bear was practically stomping after him.

"You okay there DB? Mind if I call you that? You've been kinda quiet" Said Axel, as much peace and quiet as he liked, the deafening silence made him seem on edge as if anything could jump out of the dark and attack. He wanted any kind of noise from anybody, and Disco Bear was the only one who could give him that.

"DB? DB?! NO! You will address me as Baron Disco Bear and the one who slept with you passionately yesterday!" Disco Bear stopped in place and suddenly shouted at Axel, outraged at the idea of a nickname being applied to him along with everything else.

"Look then, DB, your shouting might cause a cave-in so I suggest you lower your voice. Are you still mad at me for that? I mean, I just defended you from those people so the least you could do is appreciate my effort to bring you here so no danger would befall you." Said Axel. turning back to him.

"You are deluded…! Do you really think this is making me feel SAFE? I've lived all my life knowing exactly what I was capable of and what I was seeking out of life! I never asked to be part of a ludicrous quest! I've only joined because you made me your prisoner and I was hoping you still felt something for me…! But who are you to do this to ME?! Sucking some armless jerk's cock off and kissing a fat and low on confidence squirrel in front of me and playing with BOTH of their feelings and mine!" Disco Bear knew he should've tried to keep some composure but he had enough. Fury, despair, jealousy, insecurity, frustration, and anxiety all spilled out of his voice.

"And what would you have me do DB? You want me to tell them that I can't choose!? To give them false hope that I would choose them!? I actually tried to encourage Nutty to find someone else other than me, he merely wanted a kiss as a goodbye knowing it might be the last time we see each other. And what's wrong with giving Handy… Yeah, that. Cause I just gave him what he's been missing out on, maybe just once in his life he deserves what it is to feel it. This, coming from a spoiled baron who took MY virginity away after forcing me to bottom." Axel vented sharply but composedly.

Baron Disco Bear couldn't take it anymore. He couldn't take any more ridicule that happened to be correct. He couldn't take the idea of Axel being so caring and selfless to people that weren't him. Didn't his act of taking Axel's virginity confirm in a straightforward fashion how close the wolf was to him? Disco Bear fell to his knees and pounded the ground desperately. He was seeking something, anything, just one thing to go right for him in his whole life.

"But why him?! Why are you so close to them and not to me?! Handy I can understand supposedly. He's sharp, he's fitter than me, he's overcome the odds that folk like him have always been destined to in the past! But why some insecure innkeeper?! Why him over me?! Did he teach you of love? Sexuality? Kindness? The ability to draw people towards you without having to flaunt money or power or status? What… is it… that makes you not want me around…? *Sob*" Disco Bear, to his deepest humiliation, felt himself crying again.

Axel knew this was an unfair comparison but… He still couldn't help but think there was some truth to Disco Bear's words however selfish it might be, he didn't want to hurt anybody's feelings in the first place. His tactic in the mansion may have been more consequential than he had realized. Disco Bear had also finally seemed to drop his bravado just now, admitting he was not the perfect specimen when compared to Handy or in some ways to Nutty. Maybe Disco Bear had finally lost the ability to continue to be stuck in his old mindset and was open to change and knowledge at long last.

"Look, DB, I didn't want to hurt you, but you left me with no choice. It was… The only option I had to save the rest of my friends. If it makes you feel better you could take me again now though I doubt you'd appreciate pity sex from me..." Said Axel, hoping some kind of reconciliation can be made while it was daylight outside.

"... I've never had friends like you seemed to have… *Sob* even as an heir I was groomed… given attention only for the need to inherit… to be respected… my father and mother were the only ones who loved me… then it came for the time I ascended to be the Baron of the clan… my parents retired to other lands sure that I… *Sob* I would make them proud in their absence... *Sob* I tried to do something for myself… to find the love from others that I didn't have. Yet… I never had a chance did I? The way I look, the way I naturally am, the way I try to be what I feel a Baron should be..." Disco Bear recalled what he had earlier described to Axel about his actions.

Axel didn't know what to do at this point, an adult who acted more like a child than Nutty was not something he was experienced with. With little to no ideas left, Axel hugged Disco Bear, feeling like it was what he needed most of all given what he probably never had in his life other than from his parents.

"DB… I'll be the first friend you have if I need to if it makes you feel better. You could have been someone great you know, but maybe you just let your status as the heir mold your life and your sudden power take ahold of what you really desired and twisted it. I'm not sure how I could even speak about what you should do. But maybe the first thing you should do is… Understand everyone who is not like you." Said Axel comfortingly.

"... They don't understand me though… or maybe they have a right to not want to understand me. Why should I understand them in turn?" Disco Bear looked sad but a bit of his stubbornness seemed to return. He hugged Axel back very tightly, reveling in the sensation of having the wolf in his arms again, like when they were together.

"Disco Bear… If you want me to love you that much… Maybe you should reconsider the reason. Maybe you could start with changing for the people, rather than them change for you. Doing good deeds without the need to get anything in return. Maybe then, people will find you attractive. I actually do find you attractive, but your… Attitude is… Is just…" Axel couldn't think of a proper word that would hurt the crying bear even more.

"UnBEARable…? *Giggle*" Disco Bear made a pun, feeling a bit enthused from the feelings of warmth Axel's embrace gave him. It made him think clearly now whereas he had been so lost without someone attending to him or being with him due to wanting or needing to be at his side. It made him feel so much less alone in the world, as he already was frail and wearing only a dirtied kimono that had lost the value and prestige that he felt represented himself since he left the Fort yesterday. Maybe this was what it meant to accept change if he was to be a prisoner to Axel and go on this journey, he had to stop expecting things to accommodate him or tolerate him if he was trying to employ his Baron tactics. Axel pulled away a bit and smiled.

"Now THAT'S a proper smile a true Baron of House Lionnel wears. Now pick yourself up and let's get out of this tunnel. The old Disco Bear of House Lionnel who is hated dies here today, and the new and improved, not to mention sexy Baron of House Lionnel is born as the one who's loved by all" Said Axel, though he felt cringy from playing up Disco Bear's ego. Fortunately, Disco Bear didn't seem to bolster up his smugness as he usually would from such compliments. Rather he still looked very reflective and was clearly listening. The bear had wiped his tears away and now seemed much calmer and at ease. Axel had seemed to strip Disco Bear away from his mental armor and now he was exposed as his true being.

"In retrospect… maybe DB is a fine epitaph for someone wishing to change. You may call me that from now on. But… There is one thing still on my mind if I may be so bold to ask of it Axe…y." Disco Bear tried to come up with a suitable nickname in return and see if Axel liked it.

"... As long as you never call me that again. Axel or Sir Axel is fine. Then what does the great DB want?" Axel shook his head slightly.

"I want to know about how Nutty became your best friend. Maybe if I knew how friends are truly made… blood brothers as some might say, I could know when I've made one in my future." Disco Bear expressed in a very stoic way that Axel was rather impressed by.

"Huh, well, you see about that. It's quite a long story so I'll make it simple. While Nutty may have been really… Plump. That's actually a physical trait that people find attractive. Unfortunately, it had attracted the wrong kind of crowd. The men in the bar had inebriated themselves to the point that they had harassed him. It went like this…" Said Axel, taking himself down to memory lane.

Axel was dressed in the uncomfortably heavy armor, coming to the bar with a few other knights on break who seemed curious in trying out that place. He had only recently been allowed to wear armor despite not quite being a full-fledged knight at Pop's request and for showing amazing growth. It just made him severely question the dress code for the knights as a whole even if they did protect him from injuries. He had been touched by the offer from the knights, as he had always been convinced he was too much of an outsider to get along with them due to his origins. But they seemed to like that he was confident in himself, talented, and didn't need to prove himself to anyone as he had a refreshing attitude. Axel was happy to get a drink and perhaps hit on an attractive guy but the moment he saw someone hit what appeared to be the barkeep, his happiness quickly turned into shock and anger. As if the sight of some of the customers being concerned, cowering under their tables or staying frozen in their seats, didn't indicate something uncomfortable was going on.

The squirrel at the bar had been slapped somewhat vulgarly on the butt by a gruff-looking monkey who had climbed over the counter next to him. And two insects, a bee and butterfly respectively were placing their hands in uneasy areas on the squirrel's clothes and body. The squirrel's lazy eye and nervous giggling made it seem like he was drunk and for a moment the other knights in Axel's command wondered if he was leading them on in some flirtatious maneuver. But Axel saw a different emotion based on those in the room and the squirrel's good eye, panic and fear of something that normally never happened. The squirrel himself certainly looked rather pleasant and even adorable to Axel's first glance but he had already drawn his sword in order to be ready to face down those who were harassing him. But in accordance to the knight's code he shouted towards them.

"Halt! What are you doing to that squirrel?!" Warned Axel, doing his best to give off an aura of authority around him and the knights in his command.

"Buzz off pup! This is grown-up business, he likes this kind of thing. Leave or just sit down and drink some beer!" Commanded the monkey who was now reaching down somewhere in front of the barkeeper's pants.

"Hah... h-help…" The squirrel whimpered out of both clear excitement but also pain and fear from the action the monkey had done.

The other knights didn't approve of this and realized this was not consensual but Axel had already surged forward, the bee and butterfly grabbing two bar chairs to defend themselves with while the monkey started dragging the squirrel towards a door. The three of them looked afraid of what was rightfully coming to them.

"I'm giving you all one more chance, release the barkeep or things will get ugly and we'll use force to drag you to the castle's dungeons. And trust me, the executioner is eager to look for 'volunteers' for his amusement." Threatened Axel as the other guards moved towards the monkey and beared their shields as their primary weapon.

"Boss, take him outside, we'll knock these pests out!" The bee glowered at Axel.

"The hell you will" Said Axel, vaulting over the counter and shoulder tackled the bee, using his full weight combined with his armor to squash him between the wall and himself, it there was one good thing about the armor he had, it weighed a considerable amount of pounds.

"Dammit!" The butterfly growled as he had to fend off a sudden shield charge with only a chair and found that the chair broke easily from the strike from one of the knights. The bee crumpled to the ground unconscious from Axel's might.

The monkey and his captive managed to get into the door and were presumably heading down to a cellar where other drinks were kept. After locking the door behind him, he tossed the squirrel to the ground and stripped down his pants. The squirrel whimpered and held his head in distraught pain, not knowing what was right to think and feel. He felt touched, he felt ugly, he felt upset, he felt used, he felt clueless, he never could settle on emotion in the past and right now he had finally settled that he was in pain.

"You're going to sit on my lap right here right now and later sit on everyone in my guild. Unless you want to reveal where your secret passage is… I know a few places that have one and intel said you have one. Or whore yourself out now instead as that's all a lazy-eyed fucker like you is good for!" Said the monkey, who started pulling the breeches off of him, Nutty started to cry. Just then, a shadow of one of the knights was behind him, before the monkey could respond, the monkey felt a steel boot flying into flying in the back of his skull, making him land on the cold hard ground with the weight of another person's leg pinning his head down. He turned and saw Axel had cut a perfect hole in the door with his sword and the help of the swords of the other knights behind him. Axel stood furiously as a vanguard, aiming his sword at the throat of the knight

"I suggest you bow out nicely and accept the law of the kingdom or accept a quick end to your life scumbag." Axel threatened the monkey, fangs bared ferociously.

"How foolish of you to attack a local bar, you must not realize that even Bleakburn has it's patrol take breaks occasionally." Added one of the knights beside Axel.

"But since you're part of a guild, and inebriated, I'll give you this chance to run for your pathetic lives. Since you're immune to the laws of the kingdom and subject to the laws of your own guild, I'll let the guild deal with that. If you resist, it's off to the dungeons with you." Told Axel, sounding a bit rehearsed but he was hoping that it'd impress Pop later on that he was following instructions.

The monkey hiccuped in a wimpy fashion and accepted the truce as the squirrel nervously and tearfully grabbed his breeches and simply held them close to cover his exposed lower half. The guards picked up the monkey and we were heading out to give him and his buddies a proper trip home to the guild. Axel sighed, feeling somewhat satisfied but wondering if he should've just gotten at least a stab into the bastard. Unwarranted violence on the knight's part was not approved but this surely seemed warranted. He then looked at the barkeep who turned away from Axel and sobbed pathetically.

"I'm sorry that you had to be another victim of the bandit's barkeeper… you didn't deserve to be tainted by such hellish hands." Axel tried to soothe the understandably traumatized squirrel's words.

"D-d-did they like me…? H-h-hate me…? They hated my eye… I hate it too… w-when they make fun of it b-b-but… *Giggle* they made me feel good… wahhhhhhhh…" The squirrel cried, sounding totally lost.

"No, they did not. They wanted your body or something for their own purposes without caring about you. They did not like you. Here, take my hand. You got a name?" Said Axel, helping the confused squirrel up from the cellar's ground. The squirrel finally felt compelled to put on his pants, sniffling sadly.

"Nutty… I-I made this bar to feel comfortable for myself… m-m-make people happy and myself happy… have a party… they seemed like the wanted to party but then they did something I've never experienced before… how can I know that and find comfort anywhere? B-besides in sugar..." Nutty looked down at his belly, ashamed.

"Hey hey, alright, you don't have to do anything with them. What they did to you was wrong, they shouldn't have done that with you. If anything, nobody has to do that with you. Well, except for a person you love… " Said Axel, trying to look away from Nutty's exposed belly.

"Love… like loving sugar or loving couples? Loving couples tell me they like the cakes I make for them when the occasion comes… but I don't think I can be a couple with someone." Nutty admitted.

"Oh come on, anybody can find love in all shapes and forms. You can cook, you can clean, and best of all, I bet you can give the best hugs anybody can ever find with a soft body like you have, unlike anybody in this town who can't take care of themselves." Smiled Axel, putting a hand on Nutty's shoulders.

"Y-you really think so!?" Asked the squirrel, looking at Axel with admiration and hope.

"Well… I may be a knight but I only got that opportunity because of someone who had just as much niceness as you. I can tell you are probably someone who'd be a lot of fun to hang around with and this bar was a recommended hot spot. I think that's certainly qualities to admire and want in a relationship. Ah! Where are my manners! I haven't introduced myself, my name is Axel, a knight in training." Axel reassured Nutty with a cheerful grin.

The squirrel stared at Axel with a sense of… unusual belonging. His whole life had been very up and down with mood swings, having distant parents who left him on his lonesome a lot of the time, trusting him just enough to not want to deal with him. He had been given this money and place to open the bar and be expected to live there and fortunately had made a sweet living out of it with plenty of sugar available and Bleakburn desperately needing and appreciating a friendly social environment. He just never felt complete though, he was always feeling like he was running wild in this bar (Potentially soon to be inn if the pitch he made to the king came through) and feeling insecure in himself. People had mostly been very nice to him but a few thought of him as bizarre and freakish and insulted his lazy eye. This was the first time he had been groped and feeling some weird excitement in his lower regions but Axel had protected him and taught him that it was wrong. Few had taught him what was right from wrong and so Nutty felt like he needed this knight in his life.

"I… I'm Nutty. I'm the barkeep of this place, if you haven't guessed already. I-I'm hoping to make it an inn too, so more people with hangovers can stay overnight… or want complimentary baked goods." Said Nutty, rubbing the back of his head.

"Well Nutty, I certainly wouldn't mind coming here. Especially if I get to see someone as cute as you everyday." Winked Axel. Nutty blushed and rubbed one of his shoulders and felt better from the sexual assault of the monkey earlier.

"H-how can I repay you Axel? Free drinks, free rooms, free anything?!" Asked Nutty excitedly, thankful that he had a friend in this lonely town.

"Heh, sounds tempting. But I"ll stick to paying for what I owe you. It's the least I can do, for letting me know about you. Now why don't we get out of this cellar and go back to the 'definitely going to be an' inn and we can talk more about each other." Said Axel, holding his hand and leading him back to the bar.

"That sounds very sweet…" Nutty beamed. For once, he liked something other than candy and sweets.

"... Huh. I didn't realize… he had similar insecurities I had once upon a time." Disco Bear looked down at the ground as Axel finished the story.

"He was always special but people didn't give him a lot of understanding until I appeared in his life. He's never been more eloquent, confident, and even satisfied since. I'm happy he's come a long way but I don't blame him for this relapse… Splendont and Fliqpy are definitely worth fearing at the moment. That's why I want so much for him cause he always gave me company and a conversation buddy even when I was messing up in life…" Axel added.

"I wish I had a friend…" Mused Disco Bear, jealous of how Nutty, despite his obvious lazy eye, found romance in Axel. Or even a relationship on the level that Disco Bear dreamed of having.

"Well maybe this journey will see us finding someone who'll become your friend. That's part of the reason I felt you being my prisoner would be alright… as long as keeping you safe from those who would be quick to judge you with bias." Axel pointed out.

"Thank you Axel… But it still doesn't excuse you from using my feelings. I… I want you Axel. God, I don't know how I could live without you. There's also that same risk that someone will seduce you away from me as well..." Said Disco Bear, despite the heart to heart they had, he still knew that by the end, Axel would probably break his heart and end up with Nutty or Handy or some other stranger who was better in physicality, morals, and reputation than him.

"It takes a lot for someone to win me over. Handy did have a few days but he stepped up in a situation so extreme… one that so many people in this town would've cowered and hid from, and did it in a badass way. He was also really fun to be around and had sharp wit that I really like in people. That's why I fell for him. Nutty too I had years of time with. I don't know if you want to know this but Pop… my captain? I also felt a strong connection with him and always hoped I could maybe be there as his new lover when his wife died. I love being around his son Cub too, he looks up to me as a role model. But part of me realizes that I've been thinking of people superficially… in fact you are right that I'm risking hurting people's feelings by not being blunt and committing. You are a victim now as well and I'm so sorry about that. Can… Can you forgive me for my ways?" Axel relented his past lust being a potential downfall for his connections and opened up deeply to Disco Bear. Disco Bear looked hurt but then seemingly tried to calm himself with a neutral frown.

"Damn it! DAMN IT ALL! Why did I have to fall for you, you of all people who fall in love with so many people, when all I want is you. Can't… Can't you take me instead? Or… are you saying you want to wait years or weeks or who knows how long before you know whether or not I am the one…?" Disco Bear asked, trying to understand.

"I… I actually don't know… but I do want to say this. I need you DB. You need me as much as I need you. Now that I'm going off on my own… someone as charismatic and strong-willed as you could keep me from falling short and forgetting my purpose. If you stay by my side, I'll also stay by yours and make sure you are never alone and that people see how much you are changing." Axel vowed, crossing his heart over it. Disco Bear was silent for a few tense moments. In his heart, this was not a true confirmation of Axel's sheer love and loyalty to him. It was something else entirely, and it was words of kindness and dedication towards Disco Bear that he had also desired for so long. It was someone saying he was worth being around and needed on a personal level rather than just for wealth or power. It was… a start. And true to what Axel said, it was a start to him changing himself into a better person. Sighing, Disco Bear responded.

"Fine, but on one condition." Said Disco Bear, walking over to Axel.

"What?" Questioned Axel, thinking it was an unreasonable demand.

"If you ever need to 'let loose', you must come to me for any sort of action. Not some cheap whore or some stranger trying to use you like those who tried to use Nutty." Disco Bear playfully groped Axel's chest, even through his bounds, and smiled in his flirtatious way. Axel smiled, and gave him what he had craved all along the journey. Axel kissed him on the lips once more, more out of a reward for making a more honorable demand than the lust filled one in the mansion. Disco Bear blushed deeply and looked completely enraptured by the action, returning it a bit too lustfully. Axel pulled away after that,

"Ok but you know, a sweet, tender kiss is good too besides always sticking your tongue into someone else's mouth DB." He lectured, tail wagging slightly to his dismay.

"As long as there is love in between those, I'm fine with that." Said Disco Bear, laughing a little.

"And I guess you deserve this too." Said Axel, Disco Bear heard something fall and realized that Axel had cut the ropes off of his bound hands, giving him much more freedom. Disco Bear felt his wrists and self with happiness and looked at Axel with deep gratitude.

"So… we need to find mages yes? To break that barrier spell?" Disco Bear inquired.

"Well… that and also find more about Splendont and his brother Splendid. That might give us crucial information on how to resolve all this." Axel added as they finally continued on their way through the tunnel. Disco Bear clung to Axel''s arm, Axel didn't mind though, being dark and the lantern hanging from his waist was enough for him to let Disco Bear give as much affection as he wanted to him. Ready for a new beginning between the two unlikely friends… Or lovers.

"Wait… I see light in the distance." Said Axel, they didn't know how long they had been walking, and it had considerably tired them out, especially Disco Bear.

"R-really?" Said Disco Bear, trying his best to stumble to the entrance, the two weary companions were all too eager to finally see daylight after being surrounded by complete darkness.

When they got out, they felt the cool air rush through them, as opposed to the damp and warm air inside, and fell on the grass, glad to have finally gotten out of there. They seemed to be on the edge of some woods that were not of the regular Lushwood variety and were instead much farther out to a point neither of them had been to before. It was beautiful and green and lush just like Lushwood's forest but some notable different flowers and trees could be seen just from looking above from the ground. The promises and hopes of a new world where they could find Splendid and the mages started from this very point.

"I am NOT looking forward to returning to Bleakburn through that tunnel again." Huffed Axel.

"You can say that again" Gasped Disco Bear, never in his life did he go on any walks as long as that.

"Well, I better write Lammy an update on what's going down." Axel grunted as he pulled the magical quill and some parchment paper out from his belongings.

Dear Lammy,

We went through a tunnel hidden from an inn from Bleakburn, though it was kind of a gamble, we took it to see where it lead to. We're actually kind of lost at the moment so tell us as soon as possible where we currently are, with your crystal ball or whatever, if you can. We're near some kind of forest, and I imagine we're nowhere near Bleakburn anymore. Also, did you get a boyfriend yet or are you still single? If you are, get one already, you're going to become a grandma before you know it.

Yours truly,

Axel

Disco Bear watched the letter disappear as if by magic and jumped up in surprise. He knew it had to be related to that sexy sheep sorceress with the scary familiar but he didn't realize she had given Axel a magical relic as a gift. A few minutes later, another letter appeared from thin air. This time it was from Lammy.

Dear Axel,

I'm glad you and your prisoner made it safe and sound to the outer forests of Mondo. The continent of Mondo encompasses lots of wilderness, some mysterious unexplored areas, and a few more towns including the port town so you are exactly where you need to be. In the heart of Truffletree Forest. Also I wanted to let you know I'm currently serving as a sort of guardian of Bleakburn and was crucial in helping it and Lushwood's residents get along as well as make the town more beautiful and protected overall. My magic may be limited to planes of fey and dark but there's some utility spells that any mage can use to great effect. … I should stop bragging now. You need to head north, over the mountains, and then down to where the port town is. Along your journey you are bound to meet more powerful and mysterious mages to help break that spell and perhaps hints on the Sapphire and Scarlet legends. Keep up the good work as many Tree Friends are praying for your safety within their hearts. I know because I saw them as they sleep. Hahaha. That was a joke.

Sincerely yours, Lammy.

P.S. You're lucky I didn't show the letter to Mr. Pickles because he would've had some choice… actions to show you had he heard you tease me about my relationship status yet again. I assure you that I can easily find a man on my own and that I don't need to be prodded by you and your twisted humor about it.

"Pffft, she's bluffing." Chuckled Axel, having managed to recover from the tiring journey they had.

"So what did the little witch say?" Asked Disco Bear.

"She told us that we're near a port town, which is exactly where we need to go that has the library near it. Which we first need to head over a mountain, then down it and we should be able to reach the port town she mentioned. Also, we may be able to find some mages along the way there so let me know if you see any old coots or magical femboys." Said Axel, Disco Bear looked at him oddly for thinking mages are either an old man or feminine men. Feminine men was not really his cup of tea as he thought they were easy deceivers and a cruel reminder of what he could not have. Not that he had ever met any feminine men but he didn't think he'd like them after this heart to heart he had been having with Axel.

Along their search, they found a river that had looked like someone had camped in recently… Or ransacked. Judging by how messy everything was, it was either abandoned, a site of a kidnapping or animal attack, or the latest occupants were just too lazy to organize their things. There was a campfire with what looked like the skeletal remains of a big pig hanging over it, two tents, a pile of clothes, money, riches, and a few weapons, and then a suspicious looking pair of bags filled to the brim with unknown contents. Axel couldn't help but think it looked somewhat familiar but he had no idea what kind of people or things lived in this part of the woods so he just peered closer for an investigation. The camp was cleverly stationed right by a flowing river and thus provided water sources for cleanliness and drinking. It reminded Axel it had been so long since he had a proper bath and that Disco Bear was probably in worse conditions due to the fact he had been wearing only a kimono this whole time.

"D-do you think something bad happened to whoever camped here?" Said a frightened Disco Bear.

"Maybe… Maybe not. Although if something bad did happen to them, I don't think they'd mind us taking what we need" Said Axel, who began rummaging through the contents of the suspicious looking bags.

"Uh, isn't this illegal? Especially given that you're a knight of all things?" Said Disco Bear, getting uncomfortable of stealing from who could appear at any given time. As Disco Bear looked at some pieces of gold that he couldn't help but notice looked familiar.

"Oh relax DB, we'll need all the help we can get. And all we're taking is what we need, not everything they own." Rationalized Axel, tossing him a couple of clothing among the piles of said clothes outside the tents.

"Oh. Finally, some actual garments. Gods do I regret going commando…" Disco Bear examined what appeared to be a pair of spiffy yellow trousers, some blue bloomer underwear, and a buttoned long-sleeved purple and yellow vest. It wasn't particularly as expensive or high-class and tailored as clothes he had back at his Fort but if he was willing to change himself, he'd have to start with clothes. He looked to the river and realized this was the perfect time to get himself clean as well.

"Is there any soap in those bags? Perhaps we could scrub each other down." Disco Bear purred flirtatiously. Axel's eyes twitched from an instinctive nervous reaction. There were a number of things that were wrong about this particular idea but it had been a long time since both of them bathed, and he could imagine that his clothes and armor were probably reeking right now, and this river seemed all too convenient to pass up. Yet the surrounding area was dubious at best to be bathing right now. Especially if they were being so gung-ho as taking someone's personal belongings and goods from their campsite without permission. Still Axel couldn't deny how much it'd be necessary at the moment and so he made a decision.

"Sure, we could bathe together and get things done quicker. But not here. We must go further up to the river, as much as we can get away from this camp. We might find someone or something else on the way over there too anyway." Axel did manage to pick out a bar of clearly raspberry-scented soap from one of the bags (Which seemed to have a lot of soaps, medicines, perfumes, sealed herbs, and more scented objects) and grabbed a new outfit for himself as well.

"Oh yeeeahhhh~" Disco Bear grinned proudly as he was very happy about the idea. Axel just decided that this would be strictly a cleanliness and bathing session. Not something for him or Disco Bear to… repeat what happened so recently.

The river led to a waterfall, well, mini waterfall over a cliff that had about 5 feet above the ground. The cliff had an arch that could conceal both of them behind it, so they would probably not get disturbed, allowing for more privacy outdoors. Getting behind the falling stream of water, Axel and Disco Bear started stripping themselves of their garments. Naturally all Disco Bear needed to do was remove his kimono and he was already in full nudity, ready to get into the river. Axel… took his time. Namely because he had much more garments than Disco Bear but also because he wanted to preserve some modesty.

"Nobody should be able to see us… Not if they don't look close enough at least." Said Axel, unstrapping the light armor from his body, then proceeded to get his common Bleakburn tunic and pants off. All that was left was his casual undergarments which were traditional knight ones and ironically the only light things that the knights provided.

"You need some help Sir Axel?~" Said Disco Bear sensually, rubbing his chest with a lustful gaze at Axel. Axel averted his gaze at Disco Bear's… everything, as best as he could.

"No Disco Bear, I'm too tired as of now. Besides, what if someone… Sees us, we could probably be ambushed by bandits in our birthday suits." Axel muttered as he dipped a toe to check the river water. It was cold but the fur of the Tree Friends gave them a certain protection to cold water as part of nature. So if anything it'd be very refreshing. Finally relenting, Axel committed to at least keeping his underwear on (Since it was perfectly washable anyway) and stepped into the water. Axel relaxed and placed both arms to the surface of the edge behind him, closing his eyes and relaxing his muscles. Disco Bear had a different idea in mind and sunk himself to the river, and swam to Axel's side and started massaging him along his side and chest. Axel slightly shivered as he tried to use the soap on his fur only for Disco Bear to take the soap from him with one hand.

"DB, I told you, I'm too tire-" Said Axel, before being shushed by Disco Bear's finger.

"Shhh, relax. Just let me do all the work." Said Disco Bear, caressing Axel's muscles with the soap, making it slippery and softer to the touch. Then once the soap was all spread out on his chest, Disco Bear used his hands in a graceful manner to massage and rub it along Axel's body.

"I… ngh… DB…" Said Axel, he was losing his composure and calmness from Disco Bear's ministrations. The bear had a way with his hands, and it was working wonders on him.

"You need to let 'loose' once in a while. And even heroes like you need to vent some stress. So rest… My hero.~" Said Disco Bear, who moved on to rubbing a soaped hand to his own pecs. The soap mingled with the hairs on his chest made for a sight that Axel admittedly found somewhat appealing. Even if it was embarrassing to admit it inwardly. Speaking of inwardly, Axel realized something that also needed to be cleaned courtesy of Disco Bear himself. _Aughhhhhhh. _He thought, as he dived into the water to rinse off the soap off his hair and body.

"Fuwaaah!" Exclaimed Disco Bear from the sudden dive and splash of water that landed on him, rubbing his face of the water. Disco Bear looked around suddenly as he took the soap and put some soap on his genitalia and booty for Axel but saw no trace of him. But then he caught a quick glimpse of Axel's underwear being flung over his head and onto the grass.

"... Did you change your mind or are you- OHHHHH! Y-yes that's very essential to do after a sexual activity I imagine." Disco Bear instantly realized what Axel was intent on doing and laughed to himself afterward amused. Looking closer, he could see Axel's shape behind the waterfall as he seemed to be bent over with his tail up and carefully doing something. In Axel's perspective, he had a blunt cross face that Handy would've been proud of as he cleaned his butthole carefully, they had hurriedly left at Disco Bear's mansion that he forgot about his sexual hygiene for a whole day. He came out through the waterfall once he was done and shook his body, forcing Disco Bear to shield his face..

"Touchy…" Disco Bear muttered as he too took a dive into the river waters to wash off the soap off his body. Axel growled lowly, flustered but relieved to be done and quickly got up onto land and started to put on his new outfit.

Disco Bear himself followed shortly, picking up and putting on the outfit that he had chosen from the looted clothes and feeling so much more warm and comfortable in them. He neglected to wear shoes for the meantime as he often strode around in life barefoot and found anything that wasn't high-heeled (And of course none of the campground clothes had high-heeled shoes) and made him seem important were pointless. He was disappointed that he wasn't able to seduce Axel during bath-time but he figured it was a nice step that he took in winning the warrior wolf over. When he looked over to see Axel in his new look though, he gasped in awe. Axel was wearing a thick silver jacket with traces of brown bear fur and a plate of metal on his torso for protection, complete with black pants made of the finest material for combat and active purposes and his usual pair of boots. Arm-guards and shoulder-pads from the light armor set completed the extremely dashing and sexy yet functional look.

"Ohhhh yeeeaahh!~ That suits you so well Sir Axel." Complimented Disco Bear teasingly, Axel had to admit, he liked how fashionable the clothing he took looked. Guess whoever camped nearby had brought their sense of fashion with them.

"Yeah, feels protective and compact." Said Axel, flexing his muscles and stretching his was now time to get over the mountain, and it wasn't going to be easy. They first had to find out where this mountain was though as this waterfall clearly was not where the mountain path would lie. They had to keep looking around the forest for the right route.

"So we need to find the best way up the mountain but where do you think is the best way to get there from here? We're at this waterfall so I assume if we go around we'd be in the clear but…" Axel said in thought.

"Perhaps we should collect some wild food while we're here as well for the long journey ahead." Disco Bear brought up. Axel nodded, the best way to go with that was in the forest nearby, The nearby forest had its fair share of wildlife, though they were thankful that they hadn't encountered any feral bears or wolves, they easily spotted rabbits, and deer but decided that as tempting as it was to get some protein, there was always a risk of angering nature itself. Or perhaps anyone who lived within this forest alongside the animals. The berries that Axel sniffed out as safely edible were picked neatly and Disco Bear even found some wild and truthfully tasty sounding mushrooms. But it was up in the distance that a strange sight and perhaps even sound became clear to the two Tree Friends senses. They swore they saw some kind of lush garden of vegetables and fruits and a building behind a grove of several trees that were close together.

"Wait… You hear that?" Axel said, Disco Bear picked the sound up too. They snuck down to a crouch and crawled towards and around the perimeter until they managed to find some snug bushes to hide behind. Sure enough, there was a woman around her twenties. She was a porcupine who actually appeared to be wearing only a majestic cape of spider's silk and shrubbery with flowers and butterflies adorning it, big enough and draped long enough so it hid her bare and surprisingly big breasts and a short brown skirt of what was likely tent material. She had long red mane alongside her notably sharp quills that had bits of white flakes all over it and when she turned around, a gentle smile and forest green eyes further showcased an other-wordly but gorgeous beauty. Axel realized instantly she was on a similar level of presence and beauty as Lammy but in an entirely different perspective. Furthermore, swarms of feral animals came to her, not in the least bit frightened by her presence and they seemed to be conversing with her in animal sounds, poses, and expressions.

"Gods… Who is she…?" Axel asked himself but looked to Disco Bear to see that he was predictably ogling over the gorgeous porcupine.

"She must be mother nature herself…!" The Baron swooned. Axel rolled his eyes, they were having a moment an hour ago on his own behalf in the tunnel and the first sight of a woman has his attention shift to someone other than Axel. Luckily, the woman finally appeared to speak to the animals.

"You heard rumors of a castle being lifted into the sky by… by some evil eldritch p-power? And the crows family died from nearing it…? That's too awful…" She sounded ethereal and angelic but rather shy and sad and she started to cry from the news she heard. Clearly she was an empathetic individual and had personal ties to these animals. The nearest and most cuddly animals hugged her and tried to comfort her with their soft fur. She slightly smiled and pet them.

"I-I know… I'm sure we can prevent another tragedy from happening to another genus of bird… but I wonder why that had to happen…?"

"She's talking about what Splendont did isn't she…?" To Axel's relief, Disco Bear asked Axel about what he had just heard and showed he was paying attention.

"Yeah, and she must be able to use magic too if she has such a power over these animals. Maybe she's just what we need…" Axel whispered to himself but then saw something that made him unnerved.

In the corner of the house, Axel saw the all too familiar green furred thieves that he had encountered throughout their journey all too well, trying to lift each other inside one of the side windows. All the animals were too focused on the porcupine to see them and Axel didn't want those thieves to get a clean robbery on someone who didn't seem like a bad person. So at risk for him and DB, he shouted,

"Stop!"

"Eeeeeeeekkk!" The porcupine shrieked in panic and confusion at the sudden and loud voice whilst the other animals also jumped a bit but looked instantly angered.

The two thieves paused in fear and then pouted from what Axel could see, knowing that Axel was trying to draw attention to them. With a glare, they quickly got away from the windows and ran off somewhere else. Disco Bear looked to Axel with a flustered glance and nervously shifted from paying attention to the animals and to Axel.

"This is not how you approach a bachelorette Axel! Especially not when she could send a stampede of beasts after us!" He harshly whispered. The animals in turn were already posed around the magical maiden, determined to protect her should the two men attempt to do anything malicious to her. The porcupine herself crouched down in fear nervously, trying to hide her back from them and for a moment Axel swore she was going to fire her quills at them. So he acted fast, stepping forward but dropping his weapons.

"Wait stop! I saw the advance of two strangers nearly entering your home and wanted to warn you! Me and my… boyfriend come in peace. Please do not fear two travellers just as ourselves who've never come to such lands before." Axel debated on it mentally but figured calling DB his boyfriend would show to the porcupine he too knew of love and that they were compassionate people. Disco Bear was flattered that Axel considered him his boyfriend and brought his cheeks to a scarlet hue. The porcupine opened one eye and turned around to look at the source of those voices, and saw what looked like a very intimidating wolf and an overweight bear that looked like he had a bad hair day. They were dressed very spiffily, like she had saw local Tree Friends a long time ago wear and occasional scary visitors to her den.

"P-please don't hurt me… I-I'll give you um…I-I don't really know now but i-if you give me time I can… wahhhh..." Begged the porcupine, not wanting to bring any harm to herself. The animals marched slowly towards the duo in a defensive position but Axel remained brave.

"Relax miss. We got off on the wrong foot. I am Axel, and this is Disco Bear, DB for short, and we were wondering if you know a way around this mountain and into the port town?" Explained Axel.

"D-directions…? *Sniff*" The young red Tree Friend wiped her tears away.

"Yes! Uh, we actually need to go there. There's this guy, Splendont the Scarlet, if you know him, he is kind of responsible for making the castle float and adding a death barrier or something that you mentioned earlier. We need to go to the great library and find out anything we could exploit about Splendont, though all we know as of now is that we need people like you, or more specifically with your abilities. We need everyone who knows magic to bring back peace to the kingdom and defeat Splendont. I know this is sudden but… Will you… Come with us?" Said Axel, asking her to come with them actually sounded more suspicious than he let on, Disco Bear smacked his palm to his face.

"U-uh… um… c-can y-you slow down… t-this is a lot to take in a-and normally I don't have c-conversations with anyone other than the wildlife… I-I'm Flaky by the way… cause I flake a lot and um…I hope you don't mind the name." Flaky stood up but looked really shaky.

_Secluded huh? Lammy and her could make a good couple… If she was a lesbian… Maybe she is… _Thought Axel despite himself. Fortunately, Disco Bear was the one to speak up,

"Truthfully, Flaky is a splendid name for a lady of such rare and masterful beauty and charity such as yourself. Look, besides directions. We need you Flaky, you're in danger while you're here… Okay, not yet in danger but-

"T-the castle being lifted… w-was caused by another mage…? B-but h-how do you know this? Are you… from that kingdom…? T-they call it Happy Tree I think and I've been there only once in my youth but… they don't believe in m-magic according to my friends." Flaky referred to the animals who were slowly calming down.

"Yes! And well… We have no choice right now. So any help from anybody is pretty much preferred. Also, I'm the only knight not imprisoned in Fliqpy's dungeons and I have no problems with it. Please please please join us Flaky!" Axel clasped his hands together desperately.

"I-I thought his name was Flippy though…? And y-you two are knights?" Flaky clearly was taking this conversation from a slow but realistic approach. Axel recognized he might have to exercise patience with this young mage, especially considering she wasn't in tune to Happy Tree or social conversations like Lammy was.

"I am a knight, DB here is the Baron of House Lionnel. Fliqpy is what the King is calling himself now after he was corrupted into a violent and twisted version of his former himself by Splendonts' magic. The tunnel nearby the forest is where we came from, which leads to the premier inn of Bleakburn. If you need proof, you can try talking to a witch we're currently allied with through this magic quill." Said Axel, bringing the quill out of his bag. The animals looked in awe and surprise, though a few birds looked miffed about it. Flaky gasped.

"A griffon feather…" Muttered Flaky unconsciously.

"So you recognize it?" Axel asked.

"W-well… this forest and mountain is home to magical creatures. Particularly for migrations. S-still it's nice to know there's another witch… I've always been alone… and my magic just came to me... Like this." Flaky decided to try to do a gesture of her magic.

Pointing at the bush they had been hiding from and making a simple hand gesture, beautiful purple flowers blossomed from the bush and it's leaves and shape grew out into a more fantastical shape. Disco Bear stared mesmerized at the act and Axel even had to admit this was very impressive.

"Miss, I don't know how you did that but one day I want you to hire you to make the outer gardens of House Lionnel and Riftvalley beautiful one day." Said Disco Bear, walking over and taking one of her paws in both paws. Only for a raccoon to run up Flaky's shoulder and screech at him angrily.

"Oh… well my nature magic is a-at it's strongest in natural environments and fertile land. I don't think it works well indoors… or on man made terrain. B-but I've found I can communicate with animals wherever I go no matter the circumstances… s-so maybe it's more of a natural talent? T-thank you though…" Flaky seemed very flattered, clutching her cheeks shyly.

"Ahem, yeah, your magic will be very useful in our journey Miss Flaky." Said Axel, swiping Disco Bear's paw away from Flaky.

"B-but if you don't mind me asking… are the directions towards the mountains part of a journey to look for more mages l-like me? What do you really need them for?" Flaky sounded slightly worried.

"To not only defeat Splendont and free Fliqpy and his prisoners, but to protect them and defend anybody who is a threat to him. Maybe even dispel the magic barrier on the castle, and a way to get inside at that". Said Axel.

"... I guess a spell like that requires some more magical power… and I take it this witch you know is one of your allies that you've recruited?" Flaky asked, slowly sounding more sure of herself.

"As much of a pain as her familiar is, yes. Lammy is the one who set us on this quest in the first place. Also, we're trying to find Splendid the Sapphire. He's related to Splendont and Splendont wanted us to capture him and bring him to him as a sacrifice. Truthfully we don't intend to do so at the moment but we need leads on him…" DB added as he got into a piercing glare match with a raccoon in question who hissed at him.

"Hmm… I do think… I heard of Splendid once. It was from a dying dragon... an evil one who had nearly burnt my forest down. He said Splendid felled him… b-but I haven't heard anything more about the name. H-he could still be alive though if Splendont wants him… I think." Flaky theorized.

"Then come with us! If a dragon is in this forest then it's all the more reason to leave!" Said Axel, though he noticed at this point some of Flaky's animals were speaking to her desperately and hurriedly.

"No… the dragon's gone. It happened years ago… u-um… just a second." Flaky took the raccoon gently off her shoulder and crouched to listen to what the other animals were telling her.

"Hmmm…? Yes… Uh-huh…" Said Flaky, Axel and Disco Bear had absolutely no idea what they were talking about.

Finally after an awkward silence, Flaky spoke up to them.

"I… and the animals… think that it's very risky to go with you. I-I'm weak and sheltered when it comes to adventure… I-I don't think I'll be very helpful outside of these forests and all I've ever known has been here… my home. And you could be leading me into a trap because of that…" Flaky looked away and on the verge of tears, ashamed of herself for perhaps rejecting them. A shine in Disco Bear's eyes suddenly lit up and before Axel could say anything, Disco Bear gripped her gently by the shoulders.

"It's alright, we'll protect you." Said Disco Bear, pure determination filled his eyes and Flaky couldn't help but feel… Inspired by him. The animals too looked dismayed yet somehow curious as to what the sparkle in the bear's eyes indicated.

"Eh…? B-but… a-anything could happen couldn't it…? A-and if you two died and I was powerless to do something… nghh… I'd be…" Flaky started to cry.

"I thought something was funny when you said… you would be weak and sheltered when it comes to adventure. Something clicked with me on two levels. One. I AM weak and sheltered when it comes to adventure. I've been spoiled rotten my entire life and don't know the first thing about surviving, going on a quest, even doing what's right and risking my life for people of my kingdom. It took my boyfriend to teach me to start thinking in a humble way like that. Two… I KNOW you went on an adventure before because I saw you once… when we were very young and I wasn't yet corrupted and foolish. It's all come back to me now." Disco Bear's voice made Axel tremble in how emotionally-charged it was.

"You… know Flaky?" He asked him.

"Flaky, you were at the bazaar of Riftvalley, back when it was safe and prosperous. You were cloaked in a blanket from your very own house you told me, a little girl who never knew of Happy Tree, trying to get some medicine for a sick bird you loved based on what the animals said needed to be done." Disco Bear said.

"...! You… You're…" Said Flaky, but she couldn't finish herself, too shocked by the sudden revelation.

"Yes yes its me!" Said Disco B_Disco Bear had been only 8 and had been instructed to go shopping and learn what it was like to shop on his own as he was growing into his adolescent years. Supposedly one of the servants would be spying on him throughout his lone excursion but he couldn't help but still feel a bit timid. He had not been very well-liked by other children during banquets that were attended from other Houses or balls at the king's castle and trying to socialize with storekeepers was hardly going to be easy. Especially since Disco Bear had been taught that adults often don't respect children and those who have yet to feel the sweat and grime and blood dripping of work and responsibility. Still he knew that in Bleakburn at least, children at even younger ages often had to go to work and provide for their families and were supposedly 'braver'. He wanted to prove his bravery, prove his strength, and that he wasn't a weak heir to the House Lionell name. With a more boastful stride and demeanor, he decided to try the aisle where medicines, equipment, and more useful tools of the trade were sold. That was when he saw her…_

"Please… Please save him…" Begged the porcupine, holding a sick bluebird in her paws,the pharmacist simply shook his head.

"I need the gold little lady. No gold, no medicine,. Run off to your parents if you need the medicine so much" He said in a soft but firm manner.

Disco Bear got a closer look and saw that she was a pure red porcupine draped in what looked like a quilt made of a cream-colored floral fabric and nothing else distinguishable about her status or even heritage. The quills from her back had pierced some of the blanket but without the blanket, she likely would've been naked. Her forest green eyes looked absolutely heartbroken at the idea of leaving now without the medicine and Disco Bear could tell she was in desperate need of it. Normally House Lionell's elite would not interfere in such trifle manners but Disco Bear felt different, deep within his heart.

"Oh no… What am I gonna do… I-Is there anyway I can… I can do something else instead of the medicine…?" Worried the porcupine, stroking the bird's chest as it struggled to even breathed.

"Please, I'd rather not become subject to controversy… that bird's condition is a mutual disease shared by Tree Friends and animals alike. I'd send you to a doctor but they too cost money and during times like these… we can't afford to give away. I'm dreadfully sorry…" The shopkeeper winced, feeling bad for her.

"N-nooooooooo… *Sob*" Flaky wailed sadly and gently crouched to the ground.

"Sir! Wait sir! I will vouch for her…!" Disco Bear, refusing to leave a gentle soul crying in misery like this, raced over without any mind of who was watching him.

"Hmmm? Wait… Aren't you the son of the baron and baroness?" Asked the shopkeep, Disco Bear nodded and brought as much gold as his pockets lined up. The shop keep's jaw fell. Flaky didn't notice yet, still convinced her friend's fate was sealed though she vaguely looked at the gold coin that had rolled down in front of her and lamented inwardly how she didn't have one.

"Oh… Well… How much medicine are you willing to vouch for her?" Asked the shopkeep, from how deeply upset she was, she must really need it bad.

"All of it! I need all of the medicine you have!" Said Disco Bear, the shopkeep felt like he could have a heart attack at any moment, that's almost enough to last him a Disco Bear's logic was simple. If she normally didn't know what money was and yet came all this way to try to get some medicine for something that affected her animal friends, she'd need as much medicine as she could for future bouts. Especially if she herself got sick at such a young age. Maybe it was overspending and maybe it was overly cautious but he felt that she was not from around here and needed this sort of security. If she ever was to come back here, she needed to know that House Lionell was a noble beacon of Happy Tree and that the kingdom itself housed great people. Disco Bear took one of the medicines and gently leaned in front of Flaky, holding it up to her.

"Young lady. This is for you." Said Disco Bear, the porcupine looked at her, bewildered at the kindness that this child possessed, and yet, he didn't know her.

"A-are you sureeeee?" Asked Flaky through her tears, finding it hard to believe that someone was willing to give help to a stranger such as her.

"Yes, my family is wealthy so it's not a problem. So take it!" Said Disco Bear gladly, reaching his hands out to give her all the medicine he had bought.

Before anything else, she fed the bluebird some of the medicine gently, making sure it carefully swallowed it down . Then she picked up all the medicine she could carry and shakily made her way away. But then she stopped and turned to look back at Disco Bear, smiling happily as she still cried.

"T-thank you…"

However, Disco Bear came up to her, knowing that House Lionell could do a lot better to make her departure meaningful.

"Come now. I have plenty of time in the day. Let me escort you out of this town. There are some areas to avoid after all." He said.

"O-ohhh.. *Sniff* I-I didn't know… t-this is so scary for me…" Flaky whimpered as they made their way away from the bazarre.

They had made it to the entrance of the town, Disco Bear saw there was at least one carriage still available for hire.

"So this is your first time here ever…?" He asked her.

"I-I just wore my blanket from home cause… I know from the animals that… t-they don't like those who are unclothed… I-I'm sorry." Flaky apologized, as she carefully cradled her medicine and her bluebird.

"Come now my dear. You look fine just the way you are. Sir, please take this girl to her home. How much for the ride?" Said Disco Bear, the carriage driver was skeptical at first seeing the girl's garments but seeing as the small bear was of royal blood, took him seriously.

"50 gold sir" Said the carriage driver, Disco Bear paid him happily and directed the porcupine to sit in the back. Flaky whispered the destination into the carriage driver's ear and though he looked a bit uneasy about it, seemed to come to a compromise of sorts with her in their silent discussion as Disco Bear, somewhat bashful in fashion, waited until it all seemed well. The carriage driver gave him a thumbs up to indicate all was ready.

"Goodbye!" Said Disco Bear, preparing to say his farewells.

"Wait!" Said the porcupine, getting off the carriage momentarily.

"Who are you?" Asked the porcupine.

"I'm Disco Bear, soon to be baron of Riftvalley! How about you?" Said Disco Bear proudly.

"I'm… I'm Flaky… I'll never forget you Disco Bear" Said Flaky, smiling like it was the best day of her life, giving him a kiss on the cheek and getting back on the carriage seat. It was such a relief to see her expression being so reassured and radiant as to how she was earlier. It made him feel so accomplished and proud of himself.

"And I won't forget you Flaky!" Exclaimed Disco Bear, blushing at the porcupine and waving her goodbye.

"I-its actually you…" Said Flaky, pulling away from Disco Bear as though she had been struck by a revelation and holding her heart tightly.

"... I have to apologize though. I… forgot you shamefully. Not from being scolded that night for what I did, or from meeting other girls, or from growing up… but from forgetting the way I wanted to follow in life. I was so focused on myself when I became the Baron that I lost my sense of charity that I showed you and I became corrupt. I was the one that made Riftvalley worse than I did that day all for promotion and wealth. T-that's… why I'm hoping you can join us… if only to help me alongside my boyfriend make our kingdom as it always should have been." Disco Bear, somewhat shamefully in his eyes, started to cry.

"... The day after.. My friend was saved and alive and singing again. I… I-I thought it'd be right to be able to be a medic as you were… I studied all the ingredients of that medicine and found they were all found in this forest… I recreated that medicine. As soon as I did that… I studied, practiced and created all sorts of medicines on my own, all that can help save my animal friends. I… I feel you helped me become… better?" Flaky asked insecurely but feeling a strong sense of pride in herself that had clearly been rare.

"So… Do you change your mind...? Or… are you repulsed by what I've become?"

"... I would never be repulsed by you. Even if you did change, I know it's still the same chubby kid that once helped me, and nothing will ever change what I think of you. So if it means that I could repay back the kindness you gave me… Then yes, I will come with you…" Said Flaky, running up and hugging Disco Bear, the animals around her seemed to put their wings, and paws together on their faces as if saying 'noooooo'. Axel grinned and tried to wipe away his own tears that were building. He couldn't imagine the idea that Disco Bear had been such a sweetheart, though DB had given hints that he hadn't always been so pretentious until he became Baron. Disco Bear sobbed outwardly and hugged Flaky back, even carefully minding her quills.

"So first order of business, we go to the port town, go to the library, find the librarian and know what we can about Splendont. And recruit any mages that might be willing to support us on the way. Heh, sounds easier said than done" Said Axel.

"W-wait...!" In a sudden motion that even made Disco Bear pull away from her, Flaky raised her hand suddenly.

"W-what's going on? Is something wong?" Axel asked as he noticed the animals eyeing her with utmost dedication.

"Y-you can stay here for the night if you two want… M-my treat…?" Flaky meekly said, it had been getting late after hours of hunting and collecting and the two were a bit weary from walking the whole tunnel and woods., and the sun was sinking down the horizon which indicated that it was close to nighttime. Axel decided it only seemed fair to take Flaky's offer as well since she clearly had to push herself a lot to develop the trust for them and want to journey out with them. And spending the night outside in the mountains could present all sorts of dangerous opportunities for anything or anyone around them who would have malicious intent in them. Disco Bear however, wanted to make sure his old friend was not just being modest.

"Are you sure Flaky? I mean, you just met us today and I made you remember some heavy things, do you really trust us to stay in your house?" Said Disco Bear, trying to be modest.

"Y-yes, I… it lets me say goodbye to my home and friends f-for the upcoming journey… and I also wanted to share with you some dinner that I made…" Flaky blushed slightly. She was actually rather proud of her cooking skills but felt a bit too ashamed to share her confidence in them out loud.

"Well thank you Flaky. That's a nice gesture. We'll stay the night at your cottage. If the animals are ok with that as well?" Axel looked down to the creatures.

Some of them appeared to leave, perhaps ready to head back to their nests and dens for the night. The others simply nodded and seemed a bit sad about the leaving of their lovely guide but hopeful that she would have fun and do some good for herself. Flaky had a few conversations with the animals in question giving Axel some time to speak privately to Disco Bear. He felt he had to share something with him.

"Hey so… I… didn't realize that you knew her or that you had done something so sweet like that. It was just like what Pop did for me when he recruited me onto the knights."

"Oh? Are you saying we have something in common…?" Disco Bear asked, not trying to flirt for once but actually sounding thoughtful.

"Yeah, you could say that… and I feel worse that I've misjudged you up until this morning. I think you already have all the makings of a fine Baron DB, it's just a matter of executing it when all this is over." Axel smiled calmly.

"... But it was my own fault for forgetting her. Not that I could try looking for her in Truffletree Forest on my own around that time. Inheriting the Baronship also placed too much duties in me that I had to attend to. It wasn't until I heard her mention her 'adventure' and how that was an adventure for the young but very handsome cub I was that it all came back to me. Having her by my side… it seems almost too good to be true." DB seemed anxious but excited.

"Ah you're overthinking things DB! You should seize this moment to catch up and make up for all the lost time that you lost for your first friend since childhood." Said Axel, slumping an arm over DB, making him smile while looking down on the ground.

"Ah… Friend'… That sounds… Nice." Murmured Disco Bear.

In his mind it did sound 'nice' but not fully fulfilling. He was in the prime of what youth he had left as a young man and he had to find somebody as a mate to spend the rest of his years with. It only seemed natural and wouldn't it be so awe-inspiring for his partner to have this wonderfully sexy bear all to themselves while he could be their source of vibrance and excitement? Then again Flaky wasn't that kind of person and he admired that about her. She was not going to ever be the first to ask him out and yet he didn't want to intrude on her comfort level and court her needlessly. As much as Disco Bear wanted Axel even more now to an extent, Flaky was also someone of a humble and true beauty that House Lionell lacked right now in the eyes of Happy Tree. If anything further could come from spending more time with her or Axel, then he'd be absolutely enthralled with being 'friends' in the meantime. If only for these close bonds to eventually promote either her or Axel becoming his ideal 'love'.

"B-because we ARE friends Disco Bear, though I didn't imagine you'd be with another… Man if I ever saw you again… O-oh, I, we should probably go inside now. No use staying out here in the c-cold." Said Flaky, though there was a hint of longing in her voice. Disco Bear and Axel both blushed immensely, realizing she had started to listen in on their conversation at some point and she probably still bought into the idea of them being 'boyfriends'. After hastily pulling away and clearing their throats, the two men nodded, and followed Flaky to her cottage. The interior was fairly simple, with somewhat old and torn up furnishings and couches, a grandfather clock in the hallway, a cute little kitchen area with a table and cute stump chairs for guests, and a hammock-style bed. There was also an additional room that appeared to be a guest room.

"Wow, not what I'd expect to have in my home, but I'd definitely replace my bed with a hammock." Complimented Disco Bear.

Axel had to smirk at that. Considering Disco Bear took big pride in his massive bed prime for sex-making, he was starting to suspect he was buttering her up. Disco Bear noticed the smirk but simply looked dismissive.

"I… Thank you Disco Bear, but you don't need to flatter me. I-its too simple, for someone who can buy anything much better..." Said Flaky, nervously rubbing her shoulder.

"Hey, we're friends, it's only natural. And please, call me DB, if you want." Said Disco Bear,

"Oh so i-it's not just a loving pet name between you and Axel. That's nice…" Flaky seemed delighted in the idea of using a nickname.

"It actually gets tiring trying to say Disco Bear every time you mention him so I thought it'd be nice to call him DB instead to make it easier." Said Axel as he took claim of the couch for himself by resting his gear on it.

"That's so clever! Oh but I should start preparing dinner… it's a salad but it's cooked and should be really good. I also have some fresh milk from the cow that comes by the forest every now and then. I often have to summon her with a call…" Flaky murmured and walked into her kitchen to get the prep ready.

Disco Bear pouted at Axel taking the couch but settled with sleeping in what appeared to be a cushioning blanket that he could walk into and be wrapped up in warmth. It was over by an interesting and strangely ornate looking chest with a lock on it. Axel looked over by the window and saw it was the exact window that Lifty and Shifty were trying to sneak in from and they could see the chest from outside. It must've been what drew them into trying to sneak into the house… he just hoped they wouldn't be so brazen or cruel enough to try to break in again. On the other hand, Disco Bear was looking very uneasy for another reason. Salad wasn't something he was looking forward to, back in his mansion he had always tasted the finest succulent meats, cheeses, breads, and wines that the maids could provide, although he didn't want to hurt his friend so he just kept his mouth shut. They could clearly hear Flaky cooking up some vegetables grown by her, probably using her magic to grow them.

"N-not trying to insult you DB, but that salad would definitely help you with your health." Said Axel, poking at his big, soft belly.

"H-hey! Didn't Pop teach you any manners not to poke anybody's belly with your claw! Also, this belly just makes me sexier thank you very much." Said Disco Bear, turning away from Axel and turning his nose up in the air. Axel wasn't deterred and walked up in front of him again.

"It just makes you a good pillow that's all." Axel teased, grabbing a handful of his fat and molding it in his hands.

"S-stop it! You're embarrassing me! And in someone else's home!" Said Disco Bear, nervous that Flaky would turn around to see what Axel was doing to him, not to mention how embarrassing it actually is to be seen being teased because of his own gut, and swiped the wolf's paw away from it.

"Ah you're no fun…" Said Axel as his ears dropped slightly, shifting his attention back to the chest.

"Hey Flaky, what do you have there in that chest? It doesn't look like you live off of something valuable seeing as you have everything you need to survive here" Said Axel, Flaky turned her head behind her.

"Oh, those are just… Medicine that I got from DB, he bought so much of it for me that I've been using them for years. When I forgot who he was, all I could remember was that I just had it. There's also other medicines I've made here in there from research..." Said Flaky, turning around and serving the salad for them on leaves serving as plates. It had apples, carrots, lettuce, walnuts, herbs, cheese and some kind of natural dressing all mixed together, and was served with a dinner roll.

"I didn't expect this dinner to be this… Grand." Said Disco Bear, taking a bite of the salad.

"Well, anything is better than Bleakburn slop we had for years so this is a nice change for me." Said Axel, taking a bite of the cheese.

"I-its nothing really, and this is the last time that I will be c-cooking here in a long time so it's not really that big of a deal… I just hope that my a-animal friends are alright while I'm gone… Speaking of t-that, I'll be saying goodbye to them, if you d-don't mind..." Said Flaky, leaving the cottage.

"... Is this really right?" Disco Bear asked, now insecure about the idea of her coming along.

"What's not right? Eating the salad? DB as much as I appreciate your… Physique, it'd do you some good… Like living longer, you know?" Said Axel with a raised eyebrow.

"So you think that her coming along to save Happy Tree would do her good? Or would it do more harm if she's not here for her friends…? It's fine for me to go on this journey because all my associates have abandoned me… she's not like me." Disco Bear spoke in theory.

"Geez Disco Bear, is that what you were worried about? Sure she's safe here for now, but what happens when Happy Tree gets overrun? Remember, the inn has a tunnel that can lead directly to Mondo, so even if we don't take her, without her help, it's only a matter of time before she would be in danger as well. Besides, it'd do her some good to actually interact with people, and maybe learn a few things that could enhance her magic or defend herself. DB, we're doing her a favor by letting her help. This place will get overrun one day if we don't take her, so I think she'd appreciate it that we're taking her with us, do you think she'd be proud to one day die and possibly see her animals hunted down by some bandits or something worse?" Said Axel, proposing his vision of what could happen.

"... Maybe you are right. I guess this is what thinking about others for once is like. I feel so cautious and paranoid. How do you handle it Axel?" Disco Bear asked sincerely.

"I guess it's just a matter of instinct I guess. Kinda like, surviving. I don't think I could live with myself knowing you, or my other friends died because I couldn't do anything. Just like how Splendont lifted the castle and made the barrier and how I couldn't do anything to save Pop at the time." Said Axel, thinking about everyone back in Bleakburn… And Pop. Gods he just hoped Pop was alive right now and that when he saw Pop again he wouldn't look like a traumatized victim.

"I'm not a fighter though… how should I use my talents to help us survive? Or help Flaky become this powerful person you envision?" Disco Bear asked as he became aware of his frailty.

"Well, I don't really intend for you or Flaky to fight. I mean, maybe just enhance what you really have. Your ways of diplomacy could come in handy one day, and maybe Flaky can use her magic to help everyone in Bleakburn sustain themselves and help her become less isolated and vulnerable in the future. But if you want to, I don't know how, every person fights their own way and training you in the ways of the sword and shield would take a long time, especially how we're racing against time to gather help and free everyone who can be saved" Said Axel, he always thought he'd protect them, but thinking about it, it seemed like he was spoon-feeding them more than anything. That… didn't seem right, especially with how Flaky was joining and was a powerful mage. He needed to adapt his thinking and help these two feel confident and capable naturally.

"... Meh. I suppose I could dance and flirt my way to victory." Disco Bear winked playfully at Axel.

"Disco Bear… What do you want to do once all this is done?... What do you really want to become? Your title of baron has technically been given to you, but is there anything you want to work on yourself?" Asked Axel, as he didn't really know what kind of aspirations Disco Bear intended to be. Plus it seemed like a very safe topic switch.

"... I never thought about that. My parents had always told me that I was going to be a baron, they say it like its my destiny, I… never thought of becoming anything other than that. I don't care what I become, what matters to me is that I find the one I truly love." Said Disco Bear, placing a hand on Axel's thigh. Axel rubbed the back of his neck and nervously took the hand away from his thigh.

"I think it's too early for that don't you think? Besides, Flaky's not in the room 'boyfriend'." Said Axel, trying not to sound like a party pooper.

Disco Bear looked disappointed but understood that they were in someone else's house, and doing anything uncomfortable around Flaky would certainly come off as rude to her so he agreed to stop with the attempted seduction. Finally, Flaky returned from her sweet goodbyes and farewells, a bear seemed to have clung itself onto her leg, possibly begging her not to go.

"I-its fine… for me… to go…" Said Flaky, pushing the bear out of the door and closing it with great effort.

"So you really will accompany us? Thank you for that." Said Disco Bear, who looked instantly relieved.

"I-its nothing really, if the king truly did all those things you said then I can't stand by and let o-other people and my animals be in danger. I'll d-do what I can to help bring peace" Said Flaky, she was a bit frightened at the idea of leaving this place, but as long as her dear friend Disco Bear was there, she knew she would persevere.

"As long as the journey ahead isn't too difficult you should be back home to your animal friends in no time."

"*yawn* You two must be exhausted, you can, uh, take my room. The guest room is mostly used for… taking care of animals and special flora. So… Yeah, please take this room all for yourselves." Said Flaky, her house wasn't really meant to house anybody except for herself and her animals. So Flaky was fine with any guest using the space of the already small as it was cottage.

"Oh thank you Flaky, we'd love to-" Disco Bear was about to thank her when Axel covered his mouth.

"We'd love to take the guest room! Right Disco Bear?" Said Axel, looking at Disco Bear to see if the opinionated bear agreed to his decision. Disco Bear seemed annoyed since he was still stuck with a sleeping bag either way.

"A-are you sure? The guest room is pretty delicate and I don't know if… you um… spend your evenings… n-not sleeping? There's also only one mattress and um… I-I'd have to move the nests somewhere else." Flaky shyly admitted, clearly concerned about their couple status.

"It's fine Flakes, we're used to it. And if those thieves come back, we'll act as an extra set of ears to look out for them." Assured Axel, he still didn't trust that Lifty and Shifty would leave Flaky alone given she was all alone, and steal everything valuable she owned. If that really was their campsite that they ransacked after all, he had a hunch the thieves would want revenge.

"Oh, t-thank you, I don't know exactly what those two would want from me, I have nothing valuable to give so they'll p-probably be disappointed once they see I h-have nothing" Said Flaky, remembering the two raccoons earlier.

"*Yawn* Well I am going to take some much needed beauty rest then." Disco Bear signed contently as she headed into the guest room. Flaky followed after him to clear up the area and mattress of any room was laid with piles of sticks and hay, Axel dived down to the pile and laid in it. Disco Bear held onto his sleeping bag for dear life when he noticed that the room was a lot more all-natural than he intended, slipped inside of it and placed himself in a comfortable place on the floor, besides some birds eggs in a nest.

"I-is there anything else you need?" Asked Flaky.

"Nah we're good, we'll be sure to call you if we see anybody, or need anything." Said Axel, giving a thumbs up in approval.

"O-oh, well, i-if you need me, I'll be in the next room… sleeping." Said Flaky, leaving and closing the door behind her.

"Hey Axel, what was the big idea earlier? Covering my mouth and all?" Asked Disco Bear.

"Well, I just didn't want to take any chances of us sleeping in the main living room, this is her home after all. And since this is the only logical window where the two thieves would try to sneak inside, we'll be sleeping in one corner of the room in case they do get inside. They don't seem the type to try the same window twice like the living room one." Axel said, eyeing the window above him.

"Ugh, whatever, those two might not return for all we care, I'm going to hit the hay" Said Disco Bear, who shortly started snoring pretty loudly as quickly as he fell followed soon after, getting up and taking the mattress to place in another corner of the room. Once he laid himself down on it, both of them had positioned themselves to where they couldn't easily be seen, especially in the shadows of the room at night. Disco Bear probably might not even hear them if they did come inside, but Axel could take all the help he can get with such resourceful foes. Somewhere outside the hut, once the evening was in full swing over the land, Lifty and Shifty were in close proximity of the house, and seeing Flaky's shadow blow out the candle to where the chest was seen, knew they could make another bold attempt for what lay inside it.

"It's gotta be something good if she's really a mage. But dammit! I can't believe some assholes pilfered our camp!" Lifty complained to his brother as they peered carefully from the bushes for any unexpected happenings until it was perfectly safe.

"It was probably Sir Fucks a Lot and the Baron boytoy he has with him." Shifty pointed out.

"What if they are in there brother…?"

"Then we make em PAY. We helped them out in the Manor so they have no excuse to have swindled us like that. Still, they are probably in the living room and the quilled girl is going to the kitchen or some other room. It'd be too dangerous and risky to go in the same way we tried to since he would know our pattern." Shifty muttered as he and Lifty confirmed the safety and slowly crept to a different side of the cottage.

"So we're heading for the back window?" Lifty asked again. Shifty hated repetitive questions but he knew his little brother better than anyone else knew either of them. So he had more patience for Lifty than anyone he knew.

"It's our only other way that doesn't invite trouble." Shifty gave a cheshire cat smile and both brothers chuckled cockily to themselves. Easily limbering up to the window, opening it smoothly with some hand-crafted tools, and landing softly on the wooden interior floor, Axel perked his ears from the noise and sure enough, they had done exactly as he predicted. He waited for Lifty to follow Shifty dutifully, before jumping out in the open hallway and brandishing his own sword.

"Got you! You slippery thieves!" Said Axel, the two raccoons got startled at his sudden appearance from the shadows, Disco Bear was startled awake as well by all the noise the two raccoons were making.

"WAUGH!" Lifty and Shifty cried and turned around, pulling out their own smaller daggers at Axel. For a moment a hilariously stupefied expression was on their faces but then it morphed into something far more vicious and ugly.

"Damn you… it's not enough you interrupted once and then stole from our loot but now you're this broad's bodyguard?!" Lifty questioned furiously.

"Thieves like you deserve to be interrupted! And sorry about taking stuff from your campsite, it looked clearly abandoned." Axel muttered.

"Thieves, thieves. It's all status and occupation with you knights. That's what pissed me off the moment we stepped foot in Happy Tree! Came in here for a simple heist, a faulty source let us down, and we got caught and have been listening to you knights mock people like us for years!" Shifty raged on.

"How were you caught then? You clearly are no average thieves…" Axel muttered as he saw Disco Bear cower in a corner from within the room.

"Sir Pop heard from a tip that was supposed to be our anonymous one that two raccoons were trying to get into King Flippy's castle and steal some nice threads for themselves. The bumbling bear simply left the windows wide open before placing a knight at every window in the castle once they figured out there was a break-in. The bastards even threatened my life after they caught me off-guard, forced my own brother who'd never bow down to such arrogant beings, to surrender so I wouldn't die! So cease your talk of honor and good deeds cause you're no better than glorified killers!" Lifty hissed.

"And? That's what you would have deserved if you really did intend to steal all that from the castle. Did you honestly think that a castle, of the king himself, wouldn't be heavily guarded? For two thieves, you're both way over your heads" Berrated Axel.

"Excuse me if you don't develop a knack for your life's career. We've robbed dukes, earls, judges, and other nobles from other lands because we had virtually nothing. No place to stay because if we found a house, someone would report us in no time. No chance of education or anything to make a real life for ourselves cause it costs money we could never attain to start! No food source that was growable and able to be taken with us because we're outlaws! We didn't even know our parents, we're grown-ass orphans! Ever since me and my brother were born, danger has been our insignia. We could've taken everything that king owned… and then we were kept in the dungeons to rot for years! You know how many times me and Lifty had to share stories with one another about our successes to keep us from feeling low and crazy?! The knights watching over us insulted our nature, our appearance, our brotherhood, our way of life. Like they know the struggles the indigenious people of other lands face beyond here that forced us into this path." Shifty's tone seemed to indicate this had been built up frustration and opinion he had wanted to share to Axel for a while.

"What? That's not how Pop said punishment was handled in the dungeons…" Trailed Axel, he had believed in everything Pop said from before, all his teachings and the rules, it was possible these two were lying but Shifty sounded really convincing of their situation.

"Then you're stupider than you look wolf! And you are supposed to be the infamous murder-happy one. Why did you never come to see us and put us out of our misery if you were so gung-ho about seeing criminals see personal justice?!"

"I am NOT a murderer!" Objected Axel, knowing that the times he had gone off the knight's code of not killing anyone were done to especially loathsome or impersonal criminals.

"Call yourself what you want… Whore! Murderer! It doesn't matter, the people have judged you for who you are, as are we. You think you are better than us? Then you should know what it feels to fear for your life like the criminals whose lives you took! A duel to the death!" Lifty angrily challenged.

"You're signing your death warrants here, leave now and I might let you walk away" Bluffed Axel.

"Walk away just like you walked away from being a knight? Then again, I imagine King Fliqpy would've made you his personal boy toy with how rebellious you are. Something that the old king could never do!" Shifty taunted.

Axel twitched furiously. That WAS happening to someone but it wasn't him. It was Pop. If he could, he'd gladly have switched places with Pop because he didn't want his sweet-hearted superior to have to be separated from his son or go through that kind of torture. As different and even understandable as the twins thought process was, they were still incredibly petty individuals who would obviously be willing to side with the one who fit their own interests. They valued freedom more than anything after all. But sometimes some individuals didn't deserve that kind of freedom. Axel growled lowly in a way that made Disco Bear shiver in fear and slight pleasure, the kind of growl a beast would truly make before he pounced.

"... Outside. You're on. There's no way you're ruining Flaky's cottage and I'd rather leave the blood spray outside." Axel threatened with incredibly restrained anger. The two raccoons looked impressed at Axel finally letting his feral instincts all out. They respected him more as an individual than a goody two shoes knight anyway. Acrobatically, they backflipped out of the open windows, and Axel made his way out of the cottage, and there in front were the two raccoons, having readied themselves to battle. They even appeared to be hugging one another and patting themselves on the back perhaps as a sentimental wish good luck. Disco Bear followed after Axel, baffled, and the twins finally took notice of them.

"Oh? Is your new boyfriend joining the fight because he's mad we stole lots from him?" Shifty said.

"You… STOLE FROM MY MANOR?! You mongrels! I knew some of the stuff at that campsite looked like things I had around my beloved halls! How dare you steal from House Lionell! And yes I am his-"

"Disco Bear, be serious. They want to duel me to the death. They just want to rile you up and make you an open target for them to use against me. Stay in the house and watch Flaky…" Axel calmed down his companion's quickly incensed anger. Disco Bear felt his pride was damaged by what these two thieves had accomplished against him, but he did not want Axel to be hurt because of his pride. So logic decreed Axel was certainly correct in his deduction of what the brothers were trying to pull.

"... Axel, give them their rightful punishment! Make them sorry...:" Said Disco Bear coldly.

"Why did you even hook up with him? He's just as bad as the other criminals we knew in the jail cells. The knights told us they couldn't punish Baron Balloon-sized because he was of a 'noble' blood and helped finance the kingdom. Shouldn't he be too scummy for you?" Lifty asked as he and his brother twirled their daggers in their hands with impressive finesse.

"He's misunderstood, you two on the other hand, should be worrying about yourselves. It's not too late to give up you know… you helped us after all. Maybe if you leave, I'll even let that comment about being Fliqpy's boy toy slide. Nobody deserves what's happening to Pop, no one…" Warned Axel.

"R-really?" Asked Lifty with hope and appreciation for Axel's humility. Shifty looked infuriated though.

"What!? No! Don't listen to him Lifty! He'll try to stab us in the back and punish us as he sees fit! There is no honor among these knights! It's all a facade so they can be aggressive and put everyone beneath them down!" Said Shifty in anger.

"There's no honor among thieves either! Clearly the person who betrayed you to Pop was aware of that! Maybe you should try cleaning up the criminal population yourselves before you commit to becoming criminals!" Axel braced himself, knowing Shifty had just denied that final offer at pacifism.

"Then the die is cast and our knives will relish in the taste of your blood!" Said Shifty, and as on cue, he ran away to a series of trees, waiting to ambush him, Lifty jumped up on top of the trees, hopping from tree to tree. It was clear they were using the terrain to their advantage, their forms near impossible to make out in the moonlit surroundings of the woods. Axel grimaced, knowing he rarely had to do a one on two fight of this level and he was concerned that they really would slit his throat if they got the chance. He had to harness his true wolf heritage in a way he hadn't been allowed to before, the only way was to rely on his instincts to win this fight. He started sniffing the air, he could smell river water, the trees, resting squirrels from high in the trees, the feathers of owls hooting in the air, and surprisingly enough Disco Bear's musk and soapy scent that seemed to linger around the entrance of the cottage… And the smell of knives coated in dried blood in two different locations, particularly one close to him by a bush. He heard a rustling of bushes and saw a rock hurled at his head. He quickly rolled along the ground to avoid it just as his ears detected the sound of something leaping from the branches above him.

"Say your prayers!" Said Lifty, landing lightly on Axel's shoulders and was about to pierce his brain with the knife but was thrown off of him unexpectedly as Axel bit his leg, making Lifty growl in pain as he landed onto the ground roughly and resorted to trying to pick himself up to his feet. Axel spit out what small amounts of blood he tasted and charged for Lifty, forcing Shifty to emerge from the bushes and lunged forward with an impressive thrust. Their daggers collided as Lifty managed to push through the pain of his bite and make for Axel's exposed side with his own weapon. Using Shifty's momentum, he used Shifty as a human shield with a casual dodge that forced Shifty to step forward, making Lifty stumble and halt his procedure. Then he made for a roundhouse kick as Shifty was forced to block it with his arm, grunting in pain at the surprise hand-to-hand combat display. Axel leapt backward with impressive grace as both brothers assessed the situation.

"He's fast…! And yet not being on the offensive…?" Lifty questioned.

"We need to attack him from behind or perhaps when he can't possibly expect the two of us… can you still climb?" Shifty asked.

"It's only a flesh wound. Not like he jammed a blade into it, damn knight bites like a candy starved kid…" Lifty teased.

"Then forward we go!" Shifty made for a bold charge as Lifty retreated back towards the trees, Axel's ears detecting him climbing each branch.

"You do know that cheap tactics like that won't work on me right?" Lectured Axel, starting to doubt the combat prowess of the two raccoons.

"Tiring you out until you open yourself up to a strike sounds like a fair strategy to me. Besides… we're the masters of cheap!" Shifty said as he forced Axel to parry a dagger strike, released his dagger so that he could move more quickly, slipped under Axel's blade, and then landed a gut punch on the wolf.

"Oof!" Axel growled slightly as he saw Shifty go in for a follow-up kick. Axel grabbed onto Shifty's leg and raised it higher, forcing Shifty off-balance. But then he saw a knife flying towards him from the trees above. It grazed his right shoulder and landed on the ground behind him. Shifty fell onto his back and he quickly grabbed onto the knife he had let go of and swung for Axel's legs. He felt a notable cut hit his right leg as he attempted to step back to avoid it. Axel growled in pain, doubling over and kneeling to endure the slashes in his bleeding leg out of there. Shifty was about to swing again and then Axel heard,

"Hah! You underestimate us!" Taunted Shifty, about to swing a finishing strike onto him. Axel leaned to the left, making Shifty miss and lean forward, and with all the pain he can endure, howled loudly and swing his dagger down at Shifty's arm. It pierced through his slow right arm arm and pinned it quite brutally onto the ground.

"Gahhhhhh!" Shifty roared and struggled to grasp the handle with his other arm as he lay helplessly on his side.

"You bastard!" Lifty said in anger at seeing his brother get injured and leapt down from the highest trees, rolling furiously like a hedgehog above the wolf. Axel, with acute instincts, managed to grab Lifty's tail and swing him around before grabbing firmly onto Lifty's wrist and twisting it, causing Lifty to reel in pain. Lifty tried to reach for the dagger that he had sent flying earlier towards Axel, struggling to release himself from Axel but the wolf had a vice grip on his wrist, slowly twisting it and making the struggle attempts more painful for Lifty. Shifty screeched as he managed to grab the dagger imbedded into his arm and pulled it out with intense determination. But he felt hollow and not as clear-minded because of the sheer pain of the act, even on the verge of unconsciousness. His brother couldn't speak for him now, Lifty realized. He had to either give up or feel worse should Axel decide to slit his own throat.

"Give… Up… Or do you want to end up with a broken arm?" Asked Axel, Lifty could only grab his arm in an attempt to try to loosen Axel's hold on it, only twisting further with each second. Axel's other arm in the meantime had brandished his own dagger and was now nearing Lifty's throat. The blood dripping from Axel's right leg could be felt against Lifty's own leg and was a foreboding premonition of what would continue next.

"No… I-I give! I give! Gods how… how could you do that to my brother?!" Cried Lifty out, desperately.

"You sound as if that's the most cutthroat thing you've ever seen. But I saw you antagonize and hassle a moose peddler and you clearly have no qualms about ruining people before. You're wearing stolen garbs after all. You helped turn Happy Tree into a bandits paradise when King Fliqpy set you free, rather than escape from here. Why now do you suddenly think I am the cutthroat one when you two praise the most cutthroat individual who is abusing my superior and kingdom?" Axel pointed out in a tone that suggested he was dead serious.

"Hell if I know!? The only thing that matters is we're free! And abusing your superior? Don't make me laugh! We endured the same things that have been going on for years! Its only been a few days so maybe Pop would be done some good experiencing what we have for YEARS." Said Lifty, tears of pain leaving him.

"To hell w-with your stupid… kingdom…! We j-just want t-to get out of here now… This land is… a sham!" Shifty muttered through his shivers and moans of pain.

"Fine. I can't make you two care about us. But if you leave King Fliqpy be… he and his ally that is truly responsible for all of this will go for the lands you hold more dear to you. I'm sorry we kept you prisoner here but you weren't enslaved without a reason. You two are criminals and you don't respect laws or people's livelihoods. You two love one another too much to have to endure another set of years being enslaved right? Why not help us get this shit resolved so you two can find different opportunities other than just crime? If people here know of your heroic deed helping us… you could at least leave this land with some credibility to your name. Rather than just some runaway bandits." Axel grunted.

"Tch, for all I know, once this is all over, you'll have us both arrested..." Said Shifty, as if resigned to his fate.

"And how could you even tell? I'm a knight remember? And knights always keep their word. You'll just have to trust me, or if you prefer, I could leave you here, injured, cold and possibly be mauled by one of Flaky's pets…" Said Axel.

"Bro… please… m-maybe we could break even. We can't go home looking weak… we should at least feel like we accomplished something grand while we were here…" Lifty whimpered, looking at his brother with utmost concern.

"Why… should I listen… t-to this hypocrite…? Pledge ourselves to his quest…? H-he's… urghh…" Shifty clutched at his wound that had a notable blood pile and was growing more painful by the minute.

"If you got to know me for a change, you'd see the real me. I'll even make up for stealing stuff from your campsite with a compensation once we get things reformed and vouch for you two. Truce?" Axel asked, not letting Lifty go under any circumstances.

"... Truce. Just… Just let go of him already b-bastard..." Begged Shifty, worried for his twin brother. Axel let go of the arm, Lifty felt relieved and ran to his brother's side.

"I will say you put up one hell of a fight like I suspected you would." Axel smiled charmingly as Lifty, bawled into his brothers chest miserably.

At that moment, Flaky and Disco Bear emerged from within the house, turning on the lights and revealing they had been watching much of the bout. Flaky also had with her a medicine bottle while Disco Bear carried bandages and both of them looked very concerned. However, Disco Bear instantly smiled and hugged Axel with joy.

"I knew you'd avenge my House and Flaky's honor!" He gleefully expressed.

"Nothing to it." Axel sighed though he fell to his bottom out of exhaustion and also the pain from the cut he sustained earlier after he parted from DB's hug.

"A-all of you are hurt… this medicine should be useful for minimizing much of the blood loss and helping stimulate… r-regrowth of muscle and tissue… i-it works on large animals so it should work w-with Tree Friends." Flaky approached Shifty first and placed a cream on Shifty's open wound on his arm.

"I-it burnssssss…!" Shifty wailed as Lifty looked defensively at Flaky.

"S-sorry… but that means i-it's working… and it has to become a layer s-so that it doesn't get infected. I'm sorry you two thought my cottage was worth stealing from, there's really not much else but medicines I've prepared in nature." Flaky apologized glumly.

"... N-no it's… it's our fault for messing with someone who's helping my brother out right now…And who the hell apologizes to thieves?" Lifty sniffled, realizing that Flaky was being uncharacteristically nice for someone who was about to be robbed.

"I don't really get company these days… a-and now I was going to go on a journey with Axel and Disco. I want to be useful and understanding I imagine… besides, you two got somewhat hurt by the misunderstanding. If you needed anything from me you could just ask next time and don't have to try to rob me." Flaky talked in a braver tone as she finished the distribution of the cream on Shifty's wound.

"Well this is fine. Looks like we're actually growing more numerous each day. Hell, by the time we're back in Bleakburn, we might as well be a whole militia" Said Axel, wincing a bit at Disco Bear who started to patch up his wounds as Flaky moved onto placing the cream on Axel's cuts.

"S-so you're some nature witch…? Or I guess mage is the nice way… to put it… the kingdom said there weren't any mages here though." Shifty examined but sounded like he was getting his thunder back after being stabbed.

"There's just no acknowledgement of magic in Happy Tree. The villagers in Lushwood… Lammy… Flaky… and obviously the Splendont the Scarlet thing. It seems magic is taboo." Disco Bear said as he wrapped up Axel's right leg.

"Heh, and you think a pair of brothers is what you need to take down a mage? And a mad king? You're too damn dreamy for a slut Axel." Shifty mocked.

"Well, with your help, you could maybe know of some places about the castle we could exploit once we break the barrier or slip by any remaining guards Fliqpy has. And with your abilities to catch other people off guard, maybe you could teach some of us how to be a bit more threatening and sneaky. Also shut up with the language. Flaky doesn't need you two bringing up things she doesn't need to hear." Axel made a perfect example of a threat. Fortunately, Flaky didn't seem to be paying attention as she muttered,

"There! All applied! Um… so what's everyone talking about?" Flaky asked, oblivious to Axle's raunchy reputation.

"About… how fine you look." Shifty said with a playful wink.

"Yeah she does look pretty hot." Lifty snickered.

"And she's far more priceless in looks and inner beauty than you two combined! Also I demand you apologize to me for stealing from my manor!" Disco Bear seemed to be triggered by several things the twins did.

"We're just complimenting her like she deserves to be complimented. You on the other hand don't -seem too good for her or for Axel. Why are you even with him?" Lifty prodded the bear on.

"I happen to know her as a long-time old friend. And Axel is the man I lo… long to help with his quest in the meantime and he protected me from a very angry public and helped me see the error of my ways. I owe him and Happy Tree much." Disco Bear was about to say 'love' but realized that he didn't want Flaky to fully think he was unattainable and so he simply expressed his desire to atone.

"Riiiiiiiight." The twins sarcastically commented at the same time.

"Um… well thank you for the compliments though. I feel we ought to really get to bed though… I'm sleepy…" Flaky rubbed her eyes after showing her gratitude.

"I'll take you to bed Flaky. And I'll even sleep at your side if you want since I know the twins are too good for your cottage but we can't simply leave them outside like the raccoons they are." Disco Bear ushered Flaky away with a kind stride as the twins bristled their tails angrily at the bear's shade.

The twins had to admit this was a different environment so far. Being forgiven by someone they tried to rob and the only insults thrown their way being of a joking nature at heart. They had felt the need to be so loyal and so hard-willed and unbreakable that they came off as cold and merciless to some of the people they stole from. Even the knights were a bit intimidated by them at first before their cocky nature and the longer time spent in captivity allowed the bastards to look down upon the twin thieves. So at the moment, the twins were feeling rather frail and knew they had no other choice but to go along with what Axel and Disco Bear wanted. At least Flaky seemed to be a nice enough and beautiful-looking neutral party for them to vent their frustrations with. After the bear and porcupine went inside, Axel addressed the raccoons.

"You two could sleep with us, literally, not sexually mind you. No offense, it's not that we don't trust you for now, but we're trusting you to at least not make any malicious intent while we're sleeping" Said Axel, grabbing and beginning to carry Shifty bridal style.

"H-hey! I can walk you know!" Said Shifty, beating Axel's chest with his left hand.

"Cop a feel and you're dead!" Lifty added angrily, not wanting his brother to be potentially molested. Then again both twins had to admit the rumors about Axel's infidelity and lust were probably overexaggerated at this point. It was still fun to grill the wolf with such comments though.

"Ah quit complaining! I doubt you can do anything anyway. Just enjoy the ride and sleep on it" Said Axel, shrugging the strikes from the thief away. And with that, Lifty followed after him and his brother and the cottage of Flaky's in the Truffletree forest went silent for the remainder of the night.

However, not all was silent around this time. In Happy Tree castle, currently suspended in the air and somewhat now of a novelty if startling sight for the populace, King Fliqpy was not happy. He was in a different room for a change, the throne room, where Splendont seemed to like to reside in his pastime. Fliqpy had caught onto something unusual recently when he noticed himself being moved from place to place randomly in his very own castle and Pop was becoming somewhat hard to find. Today he couldn't find Pop anywhere and ultimately he had a hunch it had something do with Splendont. So finding the flying squirrel sitting comfortably upon the throne content made his blood boil. That was HIS throne! Why the hell was he calling shots?

"What do you mean he's off limits!? You had your fun, now it's my turn! You think I don't know if you've been doing something with Pop and using your hocus pocus magic on me!?" Said King Fliqpy in outrage, his toy was not accessible to him at the moment. The King was dressed in his finest green bathrobe that almost appeared more like a gown than a bathrobe.

Splendont merely raised an eyebrow to King Fliqpy. This had been the first time the King had confronted him since they last spoke about the matters at hand and the circumstances surrounding his ascension. King Fliqpy had been surprisingly fine with the castle being raised above the ground since it added to the idea that 'He was dominant over the lands below' and Splendont had promised the king he'd use this as their main mode of transportation when conquering other lands. King Fliqpy was, in a way, completely submissive to the plan Splendont had been devising all this time. Yet King Fliqpy seemed to have lost his patience over something Splendont didn't inform him of. Pop.

"I've only ever used my magic on you to get a much more fruitful night's rest." Splendont decided to test Fliqpy's nerve, knowing he had the upper hand.

"Bullshit! I know that Pop's been clothed and fed and washed by someone other than me! He's my slave to wash and clothe and USE! You've been sleeping with him behind my back haven't you?!" Fliqpy growled and placed a hand on the throne to lean on.

"And? What if I am? I have as much right, if not, more since I'm the only person preventing him from breaking completely because of your insolence. Or do you actually want to be in charge when it was I that made all of this possible?" Said Splendont, conjuring a scepter around him.

"You think it's funny to talk down to me? And what insolence? You're supposed to be empowering and strengthening my forces! Yet I heard that Bleakburn has been successfully defended recently and the bandits have dwindled here. There's only about 30 left around here! I need you to revive the ones who've died or summon more beasts to keep Happy tree from being sieged! Yet you're dawdling! And apparently doing it with my prize! Stay away from Pop or get with my monarchy!" Fliqpy roared.

Splendont wasn't in the mood to anger Fliqpy tonight. After all, Fliqpy's temper was dangerous and based on the fact that a few of the stone statues of the many petrified attendees to the original ceremony were bashed in and left as piles of rubble…

"I apologize. I'll respect your command and send for a stronger number of forces. But Pop will remain restricted for, let's say a week. He deserves it after listening to me…" Said Splendont, dreamily drifting his mind to Pop.

"..." Surprisingly, Fliqpy didn't appear too furious over this. Instead he eyed Splendont suspiciously. Then his eyes widened and it seemed he got some sort of malicious or perhaps selfish idea.

"He listens to you? About what?" Fliqpy's tone was an odd sort of sensual that Splendont wasn't keen to.

"Nothing you need to know of, if that's all you needed to ask, I think we're done here." Said Splendont, deciding to go somewhere else. Then Fliqpy placed two firm arms on his person. One on his ass and one on his right arm.

"But why choose that withered up widow over royalty? You came to ME after all first… promised me glory and power and blood spillet. You are somewhat of an… admirable breed. Perhaps you and I could give it a go sometime." Fliqpy whispered in Splendonts' ear, lifting his mage robes to rub his bare ass suggestively.

Splendont was tempted to smite this demented demon right where he stood but the bear hadn't crossed that line quite yet, and now he felt that Pop's safety was on the line, he had to try to bear it.

"Surely you would be too rough with me… unless you think I am really worthy of spending an hour intimately with you." Splendont cooed.

"Unless I get to use Pop again, I'd gladly fuck your brains out, even if it makes you forget all of your spells in the end" Said Fliqpy, unbuckling his royal bathrobes and rubbing his member in between Splendont's cheeks.

"... Humph." Splendont pulled away with a rough gesture, not appreciating that Fliqpy seemed keen on not leaving Pop well enough alone. Nor the fact that Fliqpy's touch and even member felt so different and uncomfortable compared to Pop's. It just showed the king was not the one he truly loved and even playing along with the mad kings' temptation would just be dishonorable at this point. Fliqpy growled angrily. He was not at all appreciative of being so ruthlessly teased like that.

"You should be thrilled with this opportunity! You… you nobody! All you are good for is magic and being eye candy! You should-"

Splendont turned around powerfully, his eyes glowing and his conjured scepter brandished high. A red glow was created from beneath Fliqpy's feet and Fliqpy could feel the floor beneath him become wet with some sort of watery substance. He looked down to see a mass of pink flesh around him, seeming to have molded with the floor. The same fleshy substance suddenly shot out a series of thick, veiny red tentacles that came out of it. Fliqpy could only widen his eyes as each limb he had was suddenly grabbed and he was immediately lifted into the air, the tentacles ripped the rest of his bathrobes off of his body and tore said robes into shreds of fabric. He felt the tentacles restrain his left and right wrists and ankles respectively and was suspended in mid-air. He hissed furiously and was about to demand answers when Splendont spoke with an elevated voice,

"You do not understand the power of Splendont the Scarlet foolish Tree Friend! I've come with my own agenda and you are merely a pawn to me! A pawn I do not love! A pawn who can easily be returned to the simpleton form of King Flippy! You want me to seal you back inside hmmm? And I possess greater power and authority than you at this very moment so if anybody should be begging for sexual release, it's you towards me! Not the other way around!" Said Splendont, playing with Fliqpy's emotions.

Fliqpy then watched with bated breath as two more tentacles soon caressed themselves onto his muscular form and their slimy texture lathered his groin and his chest with an unbearably warm and pleasurable texture. Fliqpy wondered if Splendont was expecting him to beg for forgiveness or say something back momentarily but his pride and his feelings of pleasure coursing through him kept him from articulating anything in particular. So Splendont continued,

"Let this be a one-time lesson for you 'King'. You are under my power and like any toy, I can play with you as long as as much as I want. You are NOTHING compared to Pop!"

"I'll show you! I'll show you who's the pawn around here...! Mmm..." Said Fliqpy, and he knew how to get to the mage, and that was Pop. He involuntarily moaned as a tentacle, that had looked like it had a mouth, latched it's lips onto his member and sucked on it. Fliqpy had to confess internally that being used like this was simply blissful… but it also angered him inside to be feeling so used. Splendont, not wanting to hear more from this person and left him to get sodomized by the tentacle creature. Right now, he was going to check on Pop and make sure the bear was taken duly care of.

"C-come back…!" Fliqpy demanded as he saw Splendont teleport away and he reached futilely over to the sorcerer.

Fliqpy struggled to get the tentacles to release him, but no matter how strong he was, the soft and slippery tentacles refused to let go. The same kind of tentacles that had currently been sucking on his member, came for his nipples, At this point Fliqpy's toes and fists were clenched as he whined and panted from the amounts of love that he was getting along his body. His cock was now fully hard and the tentacles showed no sign of stopping or gentleness. As fun as it was, Fliqpy was desperate to assert some sort of control over the situation.

"R-release me at once… hah...! I am the king! I am the ki-" A tentacle took this opportunity to enter it's mouth and shove itself deep in him, muffling his demands repeatedly entered and left his mouth. A curious tentacle was now sliding it's shape in between his cheeks, lubricating it and making it slick and ready for the incoming penetration.

"Mph…!" King Fliqpy struggled with renewed vigor, not one to take anything up the other end. However, Splendonts magic was currently aimed at him and reminding the king of his fragile place. It seemed fitting after all, to do it in the fashion the King had prided himself on doing. The tentacle pulled back and directly aimed it at his hovering anus, and deeply penetrated him in one thrust.

"MMMMMMMMPPH!" Said Fliqpy, eyes widened and pain coursing his ass. The tentacles held him tight, until he held still, a tired expression on his face as he tried to breathe as best as he can with each pained thrust in his anus. Fliqpy found himself relaxing as that made each thrust inside of him easier, and smoother, making his dick pulse and leak precum absorbed the tentacles. Adding in the sensation of his nipples being suckled and he kept being blasted with waves of pure pleasure and bliss. For once, his primal side of lust of thrill for being satiated won out over his pride. Fliqpy started writhing in pleasure, perhaps as a way to maybe deepen each tentacle's thrusts inside of him, images of being gangbanged by many residents of lower birth started to course his mind, he hated it, and yet why was it arousing?

He was getting close, each thrust made him edge closer and closer to his blissful and pleasurable end, a whole new idea of submissiveness was awakening inside of him. The tentacle in his mouth pulled away, as if further inviting the idea of Fliqpy confessing this new side to him. He yelped and sighed contently as the thrusts finally reached their maximum impact.

"G-gods I'm cumming! I'm cumming, I'm… ungh… gahhhhhhghhhhhhhh…!" His potent load spilled out as he felt himself bend backwards from the sheer jolt of ograsmic pleasure, coating the throne in several ropes of cum. In an act of gentleness, the tentacles put him down gently… On the cum stained throne. Fliqpy sat down, unashamed of his demeanor and appearance and not even phased by the idea these stone statues were watching him. Now though, he had to sigh sadly that it wasn't Splendont who had done the deed but rather his magic. The tentacles sunk back into the mysterious pink realm and with another burst of red magic closed up entirely and disappeared after they had released Fliqpy.

"... Perhaps I just need to get Pop… huff… to realize submissiveness… is what he's best known for these days…" The evil king grinned ferociously, eyeing his torn up robes and eager to make Splendont come to him in time.