Arnold woke from another nightmare. Bubsy heard his whimpering and shook his head a little. He went downstairs and saw Arnold curled up in a ball and scared.

"Oh come on. Arnold." Bubsy sighed. "What is it with you and trucks?! I almost got run over like three times!"

"You wouldn't understand! You never cared about me." Arnold sobbed. Bubsy gasped, Arnold had been scared and angry and even cried before but he seemed to have utter despair.

"Arnie that's not true." Bubsy said, stroking his shell.

"You only saved me so you could have a sidekick!" Arnold teared up. "You always remind me of my fears and always put me in danger."

"Arnold…" Bubsy patted his head. "Hey, buddy, I didn't mean to be mean… I just... Want to tough you up for the real world. But something tells me it's more than this that bothers you."

"Bubsy… I don't have a family. All I have is my cousin and he doesn't care what happened to…" Arnold sobbed and then Bubsy gave his friend a big hug.

"You... Lost your family?" Bubsy gasped.

"Yes!" Arnold cried. "I would have left you but... You're the only one here who can protect me, even if it's just because I'm your so called sidekick!"

"Arnie…" Bubsy hugged him, and stoked his back. "That wasn't the reason at all... It's okay, buddy... Shh..."

Arnold was surprised at his "friend's" kindness. Bubsy rocked him a bit.

"Arnold, I can change. I will change, I will make it up to you." Bubsy pleaded, but he was talking to himself. "It's gonna be okay..."

Bubsy carried Arnold to his bed and covered him with a blanket, then he pressed the button wired to heat it up. Arnold felt rather calmed by the heat and then he was given a glass of water.

"There, you go, buddy." Bubsy said.

"Bubsy... Are you okay?" Arnold asked.

"Forget about me." Bubsy said three words Arnold thought he would never hear. "I'm just here to help you, buddy." Bubsy kissed Arnold on the head and then plugged in the night light from the living room. Then he turned off the bedroom lights. Bubsy went to the bathroom, to brush his teeth with a real toothbrush. After he swished and spat, he licked his paws clean. Then he went downstairs and laid on the couch where Arnold usually slept, he stretched, curled up, and then fell asleep, covering himself with the normal blanket.

I can't let Arnie get hurt anymore... Was Bubsy's last thoughts before completely falling asleep