A/N - Here's another pair of short chapters. The early chapters of this story really are shorter than I remembered, although they get longer later.

As always the standard disclaimer applies: I do not own the Happy Tree Friends; they are the property of Mondo Media. In addition the character of Fresko the Feline belongs to Deviant Art user Yoshi Lord. I own only my own characters and this story.

Now here's chapter 38:

38 – FACE OFF

Shifty and Lifty circled around in opposite directions to try to be able to come at Fresko from both sides but the cat was not to be drawn. He kept his back against the rock, making it impossible for either raccoon to get behind him.

"This fight is unnecessary" said Fresko.

"Then stop it and let us go" said Shifty.

"That's not an option" said Fresko, "but it's not what I meant."

"What do you expect?" said Lifty, circling closer to Fresko, "that we just give up, go back like good soldiers, and pretend this never happened?"

"No" said Fresko, "this happened, and I don't play pretend very well. But no one else needs to know about it besides us if you stop this now."

"Which puts us completely in your power, doesn't it?" snarled Shifty, "just how dumb do you think we are?"

"A lot dumber than I thought if you really believe I play dirty like that" said Fresko, "just because that's what you would do doesn't mean everyone would do the same thing."

"Enough!" yelled Shifty, picking up a large rock. He charged Fresko and tried to bring it down on the cat's head. But Fresko was too quick for him and the rock landed harmlessly on the ground in the spot where Fresko had been a split second before. Shifty whirled around to see where Fresko had gone but suddenly felt a large bulk landing on his back.

"Now you've gone too far" Fresko hissed in Shifty's ear, "and you're going to be really sorry for this." Next thing Shifty knew he was flipped over and slammed hard on the ground on his back with Fresko standing over him glowering angrily. But before Fresko could do anything else Lifty rushed him.

"Leave my brother alone!" Lifty yelled, crashing into Fresko and sending them both sprawling to the ground, but Fresko twisted around again and got on top of Lifty as they went down. Lifty grabbed at Fresko's throat but missed and wound up grabbing his shoulders. Fresko quickly jumped to his hind feet with such force that Lifty's body was thrown up into the air and he let go of Fresko, who quickly smashed a fist into his face and knocked him back several feet.

Fresko's eyes were blazing now and his face was curled into a battle snarl. He faced the raccoon brothers, who had both regained their feet albeit a bit shakily (Lifty more so than Shifty).

"Had enough?" growled Fresko.

"Oh yes" said Shifty, "but it's not us who are giving up, it's you, and right now." Shifty pointed a gun at Fresko who looked back at him, apparently completely unconcerned.

"So that's what you were doing while I was dealing with your brother" Fresko said softly, "getting a blaster."

"Right, and I'll use it if you don't back off now" hissed Shifty.

"You'll use it anyway, even if I let you go" said Fresko, "I can see it in your face. Maybe we should send you to the Marauders. You're starting to act like a human."

"Don't insult me!" screamed Shifty who fired at Fresko, but once again Fresko was too quick for him. He dodged the shot easily. Shifty fired again and missed again.

"Stand still!" Shifty yelled and started firing faster, but he still couldn't hit Fresko. What Shifty didn't know was that one of the things Fresko had learned during his training was how to dodge gunshots. Loco himself had taught him and he had practiced with Flippy during his time at Metramegopolis. It was the same technique that Emily had recently seen Barry practicing with Flippy on the roof of the flying city but Fresko, having known the technique longer, and having feline speed and agility, was better at it. Shifty never had a chance. Despite firing blast after blast he never came anywhere near Fresko and it wasn't long before Fresko managed to get close enough to him to grab the blaster out of his front paw and knock him down again.

When Shifty got to his feet again he found Fresko pointing the blaster at him. There was a grim look on the cat's face as he motioned for Shifty to go stand next to Lifty.

"This blaster is set to kill" said Fresko. Shifty said nothing.

"All right" ordered Fresko, "you two are coming with me. Turn around and head back to camp. Don't try anything unless you want to die right now. Forget your gear. We'll send someone to get it – if there's any reason that you might need it. Now move!"

With Fresko behind them Lifty and Shifty had no choice but to return to the camp. Neither of them tried anything and they were soon out of the woods and back at the camp where Fresko handed them over to some guards. The guards took the hapless brothers into custody and marched them to the security tent where they were placed in confinement. Fresko watched them being led away and sighed.

"Loco will not be pleased by this" he muttered.

(To Be Continued)