As the happy threesome walked through the forest, a mysterious growl is, let out. Puss instantly freezes and his ears move around. Then Puss's pupils shrink and his eyes widen in terror, realizing what type of creature that mad that growl, probably was. The scared pussycat glanced around nervously, and while glancing around he gasps in fright what he sees. He sees evil, yellow eyes, glaring in the bushes, directly focused at him! This immediately caused Puss the dash after Shrek and Donkey. While running, he says in a fretfully, scared tone, "Uh, amigos… amigos! Boss! Donkey! Guys! Guys! Donkey! SHREK!!!"

Shrek and Donkey then turn around from all of Puss's yelling. Shrek hollers irritated for the cat, shouting relentlessly, "WHAT!?! What is it?!"

"It's a grande-sized… s-scary… loco, beast do---" Puss stammered in fear as he points to the bush where he saw the creature. Though before Puss could even finish, he stopped talking. The creature wasn't in the bushes anymore. Shrek and Donkey then look back at Puss, with a puzzled and "Is he crazy?" face.

"Um, Puss… all you alright man?" Donkey asked a little concerned for his feline friend.

"Nonsense Puss! You're imagining things!" Shrek claims, not believing any word that Puss said.

"B-but, it was there!" Puss exclaims sincerely, as his two friends turn around and continue walking.

Then the frightened kitty cat turns around to see the beast appearing in the bushes again! Puss shrieks and exclaims to Shrek and Donkey, "Ay carumba! There it is again! Boss! Donkey! Amigos! HELP!!!"

Shrek then suddenly turns around angrily, storms up, glaring at the terrified Puss, picks him up by the scruff, and yells peeved off, "Dumb cat! Just---"

However, before the irate ogre could finish his sentence, a huge ball of fur darts into Shrek roughly to the ground. Seconds later, Shrek slowly opens his eyes, feeling a sharp pain on his head. He looks up to find Puss on top of his head, desperately clinging on tight with his sharp claws, looking completely petrified, staring at something on Shrek's chest. Confused, Shrek slowly glances down to see a big, lean, furry dog on his chest, barking happily. If you guessed right, it's Otis! Otis then snickers, seeing how terrified Puss was of him.

"Well, well, well. What have we here," Otis asks with a smirk, "A Hispanic, sword-wielding pussycat! Oh ho ho! This is way too precious!"

Otis then starts laughing hysterically, falling on his back, and falling off Shrek. Shrek slowly gets up confused about what just happened. Donkey stood there confused too. As for Puss, he slowly and quietly slinks away in fear.

When Otis finally stops laughing, he notices Puss is creeping away. He then grabs the cat by the tail and says, "Whoa, hold on bud. I'm not finished with you yet."

"Hold Puss! I'll save ya!" Donkey shouts urgently, as he lifts his hind legs, about to kick Otis.

Though before Donkey could kick, Shrek stops him and assures, "Hold on Donkey. He's just a mangy mongrel. Maybe we can reason with it." Shrek then backs up, kneels down, and whistles.

"Here boy. (Whistle) Come here. (Whistle)," Shrek says calmly motioning to the mutt; he then finds a stick on the ground and grabs it, "Hey. See the stick. Do you want the stick boy? Go get it!"

Shrek then throws the stick several yards away, hoping Otis would go after it, leaving the three. Nonetheless, Otis disregarded Shrek, and was slowly approaching the horrified Puss.

"Here kitty, kitty, kitty," Otis evilly snickered, beckoning to Puss.

Puss stands there petrified, then instantly dashes away towards Shrek, on four legs. He then leaps up Shrek's shirt. Shrek screams in surprise. Donkey then starts panicking. Otis then once again lunges into Shrek, after Puss! When Shrek falls flat on the ground, Puss is running around allover his shirt, while Otis was trying to grab him. Finally, Otis grabs Puss, and drags him out from Shrek's shirt collar. The mutt then pulls the incredibly scared cat up into his face and simply says, "Fine. If you want to play it this way, then so be it."

He then tosses Puss away, and when Puss lands on the ground, (because cats can land on their feet) he scurries away on all fours. Otis then howls loudly and jumps off of Shrek, and runs after Puss. Then he stops and sings:

Otis: What's new pussycat? Wo-o-o-oah, Woah!
What's new pussycat? Wo-o-o-oah, Woah!

As Otis waltzes around singing, he glances around the forest, looking for Puss.He then sees a striped orange tail hanging down in front of him. He looks up to see Puss on a tree branch, staring at Otis with fear.

Pussycat, Pussycat
I've got flowers
And lots of hours
To spend with you.

Smirking evilly, he jumps up and pulls the branch with his mouth. Then he lets go, causing Puss to flying the air, shrieking the cat he is.
So go and powder your cute little pussycat nose!

Thankfully, Puss lands on top of Donkey's back. Otis then waltzes up to the two, grinning broadly, as Donkey and Puss look at him scared.

Pussycat, Pussycat
I love you

Puss then jumps off of Donkey, running away. However, Otis does an impressive leap over Donkey with his long, lean legs, jumping in front of Puss's way.
Yes, I do!

You and your pussycat nose!

Puss then dashes under the dog's legs and hides behind Shrek, cowering in fear. Otis approaches them.

What's new pussycat? Wo-o-o-oah, Woah!

Shrek then grabs Otis' whole body, but then he slides out of the ogre's grasp, and charges after Puss.
What's new pussycat? Wo-o-o-oah, Woah!

This time we see Otis creeping by a hollow log, scornfully smirking towards the inside. He then jumps in front of the opening, puts his paw in and grabs out Puss.

Pussycat, Pussycat
You're so thrilling
And I'm so willing
To care for you.

Puss then jumps from Otis' grasp and jumps on top of the log. Otis jumps onto it too, and then it starts rolling down a hill. The two run on top of the log, with Otis chasing Puss.
So go and make up your cute little pussycat eyes!

While Shrek and Donkey stand there confused, they turn around to see the rolling down, towards them! They desperately run for there lives like Indiana Jones. Nevertheless, the log knocks the two on the ground.

Pussycat, Pussycat
I love you
When the log crashes and stops, Otis looks down through the hollow inside of the log to find Puss. The cat has his hat in his paws, and doing, his famous, big, ADORABLE Puss in Boots eyes, attempting to thwart Otis from torturing him anymore! Unfortunately, Otis covers his eyes with one paw, and grabs Puss with the other.

Yes, I do!
You and your pussycat eyes!

Now we see Otis once again chasing Puss, but this time, through the bushes and shrubs.

What's new pussycat? Wo-o-o-oah, Woah!
What's new pussycat? Wo-o-o-oah, Woah!

While running, Otis thinks about a "Cat Pot Pie" with finely baked pie, with a cat's head sticking out of it. This makes him drool uncontrollably.

Pussycat, Pussycat
You're delicious
And if my wishes
Can all come true

This scaring Puss, he dashes away faster, into a cave so he can hide.
I'll soon be kissing your sweet little pussycat lips!

Seeing that he's alone, Puss sighs in relief. Then when he turns around, he gasps in horror to see a HUGE, scary boar sleeping in the cave. Nervously, he slowly backs away from the cave. When exits to cave, he turns around to see Otis sitting, waiting patiently for the cat. Puss dashes past Otis, causing Otis to pursue him again.

Pussycat, Pussycat

I love you
Yes, I do!
You and your pussycat lips!

Some female birds singers appear from nowhere and sing:

Birds: Whoa, Whoa!

While running, the two run across a log over a pond with a rock blocking the other end. This causes Puss to stop immediately. Otis then slowly approaches the terrified Puss, evilly snickering.
Otis: You and your pussycat eyes!

Birds: Whoa, Whoa!

Otis then suddenly snatches Puss with his mouth, and shakes his body rapidly, as if a chew toy. Then finally, he tosses the poor cat in the high air, with Puss cat shrieking.
Otis: You and your pussycat… no-o-o-o-o-o-ose!

Then Otis lets out a long howl.

Aaaaroooooooooooooo!!!

Otis then does a pose after finishing his singing. Then he faces Shrek and Donkey, saying, "Might be some wrong words in there, but I pretty much nailed it."

Then we see Puss land in the water, with a big, loud splash, still cat shrieking.

Shrek was glaring angrily, and his face was steaming red like a freshly baked potato. He angrily growls to himself, "Grr… I kill that dumb mutt!"

As for Donkey, he was cheering and clapping, "Woo! Yeah! Encore! Encore! En---" though he stops, seeing that Shrek is glaring at him, "But seriously man, can you sing 'Disco Inferno'?"

Then Puss quickly surfaces from the water, shivering and completely soaked wet.

Otis snickers at the wet cat greedily, and exclaims, "And I thought cats don't like water! Then again, he had been a dirty wittle putty-tat."

Otis then laughs a little after his comment.

That done it! Puss had enough of Otis' antics and was tired of running! He then hisses at the dog angrily, "What?! That is it! You, perro, are terminado!"

Puss then angrily dashes up to the log and attempts leap up at Otis. However, Puss failed to reach to Otis, but he managed to grip onto the log. The cat then desperately tries to climb up to Otis, to rip him apart with his kitty claws!

"Oh come on! Come on!" Otis exclaimed, mockingly urging Puss to climb up to him. Though, Puss fails and falls into the pond again.

"Ooh! So close!" Otis comments scathingly.

However, Puss wasn't ready to give up! He unsheathed his little sword and throws it very hard, aiming towards Otis. Drops on his back laughing historically seeing what Puss did, causing the sword to miss him, but towards Donkey! Donkey screams and thankfully dodges away from it, at the nick of time.

Then when Otis finally stops laughing, he turns back to Puss and says, "Well it was nice playing with ya, Zorro."

Otis then gets up and was about to walk away, when he realized something and turned back to the three, "Uh, I'm sorry, where are my manners. Name's Otis. Full name: Otis 'Hey! Shoo! Shoo! Get outta here you mangy mutt!'"

Donkey couldn't help to giggle a little. As for Shrek he rolls his eyes in annoyance and replies sarcastically, "Nice to meet you."

Otis then sniffs the air and looks to see the fish in Shrek's arm. With saliva building up in his mouth, he says, "Mmmm, that looks like one tasty mackerel got there. You don't mind after all the trouble I cause if, you'd share it with me?"

"First off 'Otis', it's a catfish. Second off, NO!!!" Shrek angrily exclaims.

"You tell him Boss!" Puss says angrily agreeing as he walks out of the pond, squeezing the water out of his fine hat.

"Oh come on! Wouldn't you want to help a big, lovable doggie?" Otis says with big eyes and doing the puppy lip.

After several seconds of staring at Puss with serious faces, Shrek and Puss exclaim, "No!"

Then Otis lowers his head, acting sad, turns around, walking away, and replying sadly, "Fine. You go, enjoying your delicious, filling meal. In your nice, warm, sheltered home. With a big, happy family. While I, Otis, walk away, into the cold, hungry, lonely, cruel unknown, waiting to drop dead, be picked up by dog catchers, and being put in a cage, never seeing the light of day again… all alone."

Then, the mutt starts doing some pretend sobs, trying to get the three touched by his sob story. For the gullible Donkey, it did work. The emotional donkey starting sniffling, and said, "Man, that's so sad."

As for Shrek and Puss, they rolled their eyes in annoyance, not believing a word from Otis.

"Ay carumba…" Puss mumbled shaking his head, not believing what Otis is trying to do.

Having enough of watching the dog, Shrek murmurs to his friends, "Come on. Let's go. It's not worth watching this pathetic flea bag."

As the three walk away, it seemed that Otis lost his balance and fell of the log into the pond, causing a big splash in water. Shrek, Donkey, and Puss instantly turn around when they hear the splash, and run towards the pond to see what happened. The trio looks at the surface of the water, only to see ripples, repeating circular expansions, and the air bubbles blowing and popping. However, several seconds later we see Otis rise from the surface quickly. He then grimaces and grabs his front right leg, and groans, "Owwwww!!! My leg! Aahhhhh!!!"

"You okay?" Donkey asks in concern, walking up to him.

"No," Otis groaned, "I really thrashed my leg against a rock at the bottom! Ooh, big time."

"Do ya'll need any help?" Donkey asks generously, "You can come with us."

"Donkey!" Shrek and Puss scold angrily at Donkey.

"No, no. I'll be slowing you guys down and causing you more trouble," Otis insists, acting humble.

Then the dog weakly and slowly gets up, and gradually, yet wobbly limps away from the group, saying sadly, "Well, I guess like I said back there when I was about to leave, I best be going now. So long, farewell, auf wiedersehen, good bye."

Donkey frowns quite sadly as the "poor dog" limped away into the unknowns of the dark, cruel world.

Then we hear Puss humming the tune "So Long, Farewell".

"Puss!" Donkey scolds at the cat in utter disgust, and then he turns to Shrek asking, "Shrek can't we---?"

"No," Shrek simply replied frowning.

"Oh come Shrek! He's just a poor doggie all alone in the big, cruel world trying to get a happy, loving family!" Donkey insisted.

"Uh, excuse Señor Donkey. I believe you forgot what that 'poor doggie' did to me," Puss corrected Donkey, then yells angrily, "THAT, MANGY MUTT, STALKED ME, ATTACKED ME, CHASED ME, HULMILULATED ME, AND CHEWED ME UP AS IF I WERE A FORGETTON, ROADSIDE PIÑATA!!! AND YOU EXPECT ME TO WELCOME HIM AS OUR FRIENDS!?!"

"Oh come on Puss! He was obviously playing with you! That what dogs do!" Donkey assures the peeved off kitty-cat.

"Playing with me?! You gotta be kiddi--" Puss hisses back in disbelief.

"Okay, he isn't perfect, but when you think about it, no one is!" Donkey lectures to Shrek and Puss, "C'mon guys. Shrek, when we first met, I bet you thought I was an annoying, loudmouthed jackass! But now, you love me and think I'm the most perfect friend in the world without any flaws, right?"

"Uhhhh…" Shrek says hesitating unsure looking at Donkey. Shrek became close, good friends with Donkey with all the adventures they had, but he still thought he was annoying as hell to him! Though to please Donkey, he replies, "Yeah… I guess that's true."

"Mmm-hmm. Exactly what I mean," Donkey states proving his point, "Now don't you think you should give Otis a chance to be our friend?"

Shrek then pauses to think after those very words Donkey said. He then turns back to Otis who is still slowly limping away. Shrek frustratingly thinks what to do he starts groaning. Then to persuade the stressed ogre, Puss takes off his eyes and makes his famous, CUTE, "Puss in Boots Eyes"!

Shrek then groans loudly, and plops down on a stone to sit on and think, trying to avoid Donkey's stern face, and Puss's ADORABLE face. Then he faces the two, and sighs frustratingly, "Look! I---"

Then he ignores Puss's face again, but this time, focuses on Donkey's face. He then turns back to Otis, who is still limping away. After a hesitation of thinking, he groans and says, "Fine! He can stay with us for a while!"

Otis then stops, and glances back smirking devilishly. Then, he completely turns around, turning his devilish smirk, into a completely jovial and grateful face.

"Really? You'd do that?" Otis asks acting surprised, "Th-thank you. TH-THANK YOU!!! You three totally rock!"

Otis then runs up to them limping, at full speed, with his long tongue flapping in the wind. The mutt then jumps up on Shrek, almost causing the ogre to tip over, but manages to keep his balance. Otis starting licking Shrek's faces with his long, pink tongue, coating thick, runny saliva all over the ogre's green face, much to his dismay.

"EWWWWW!!!" Shrek exclaims disgusted, and pushes him off, "Enough already! Look! Don't expect it's gonna be forever, 'cause it's not! It's only for a couple of days! Okay!"

Otis gives the angry ogre a salute sign, and nods affirmatively. The four then continue on home. While walking, Donkey talks to Otis, "By the way, my name's Donkey. The cat is Puss in Boots, and the big green guy is Shrek."

"Shrek?" Otis replies, sounding revolted by that name, "Pfft, no wonder he has anger issues."

Puss looks at Shrek, and sighs sadly, shaking his head in disappointment. Meanwhile, Shrek was thinking reluctantly, "Did I do the right thing?"

Then the movie pauses, and the silhouettes of Donkey, Puss, and Otis appear.

"Well, wadja' think?" Otis asks smoothly, "I bet you all think I'm a freakin' sweet singer now."

"Grr, to think I'll ever forgive you, for doing something so stupid, terrible, and---" Puss growls angrily at Otis,

A/N: Um, hey guys… can I take it from here?

"Huh? Oh sure JennaWrites," Donkey replies.

Thanks. So what do all think about this chapter? I have to be honest, but this chapter is probably my most favorites and the one I'm most proud of. It took me days to write it! "What's New Pussycat" was by Tom Jones. Also, I an interesting fact you'll probably want to know, the reason why I became up with this fanfic is because of a recent "The Simpsons" episode. (Yes, I know the recent episodes do usually suck, but I keep an eye out for good new ones). You see, in the episode "Husbands and Knives", Jack Black guest stars in it. And in the episode, he sings the Korean version (I'm not sure way not the English version) of "What's New Pussycat". So that gave me inspiration for this fanfic, and mostly… Otis! So if you really like Otis, don't thank me. Thank Matt Groening (The creator of the simpsons) and Jack Black. Please review!