A/N - This will be the last update of the year (which is easy since Jan. 1 is only a few days away) so I hope you enjoy it.

SlimeSpectre - Glad you like my story and thanks for reading it!

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 48:

48 – BARRY VS. FRESKO (WITH COMMENTARY BY FLIPPY)

Barry stood facing Fresko while Toothy and Flippy backed up a distance to watch.

"I can see you're nervous" said Fresko quietly, "take a minute to relax before we start. It's always best to be as calm as you can be before a fight."

Barry nodded, closed his eyes, and breathed deeply several times. He knew Fresko would not attack him while he was doing this but nevertheless he kept his senses on alert, something both Fresko and Flippy noted. Finally he opened his eyes and looked at Fresko. His face was now completely blank. Fresko's face also assumed an expression of blankness. They both stood on guard and eyed each other warily.

"Before you start" said Flippy, "I just want to say that even though this is a so-called "friendly match" I expect that you'll go all out. Barry, you in particular need to remember that in a real fight no quarter is asked for nor given. You need to use everything you have, physical and mental, no matter what it is, in order to win. This is especially important with your motivation."

Flippy raised a paw.

"When my paw drops" he said, "you may begin." There was a long pause while the combatants waited, then Flippy's paw dropped to his side.

Neither Barry nor Fresko moved. They both stood in positions from which they could launch attacks but neither moved. They locked eyes and each waited for the other to make an attack. Flippy began to smile.

"Sizing each other up" he murmured to Toothy.

"Who do you think will win?" whispered Toothy.

"Can't say just yet" said Flippy, "Barry is bigger and has a longer reach but is not as agile nor as fast as his opponent. Fresko has the advantages of speed and agility but doesn't have the reach of a human, nor the weight of one. But he does have more experience in the field than Barry at this point, and he's just coming off participating in a major battle which he also orchestrated. These things will tell in his favor."

"So you think Fresko will win?" asked Toothy.

"Most likely," said Flippy, "but Barry's a lot better than he was a year ago so maybe, just maybe, he'll surprise Fresko. We'll see."

Neither fighter moved. It was almost as if they had turned into statues. The tension was quite palpable.

"They're in a stalemate, aren't they?" whispered Toothy.

"Yes" muttered Flippy back to him, "they're both in defensive modes, waiting to see what the other will do. Fresko knows that Barry has a larger range, but Barry knows that Fresko is fast enough to avoid a direct frontal assault; he'll have to try to anticipate which way Fresko will move and block it while he's also making a first rush. This stalemate could last for a while, but when it breaks it's going to break quickly, and the fight will almost certainly end in an instant."

The square-off continued.

"The winner" whispered Flippy as he and Toothy waited, "will not necessarily be the best fighter, since this isn't a straight war situation. This is a personal duel so the battle of wills is what really counts. If either of them can psyche out the other he'll have the battle ninety percent won before he even strikes a blow."

"Then I wouldn't know who to favor" muttered Toothy, "Fresko has the long experience, but Barry has – "

"Barry has a motivation" Flippy said, cutting off Toothy, "let's see if he's learned how to use it properly."

Both Barry and Fresko remained motionless, eyes locked, with blank expressions on their faces. Then, slowly, Barry's face began to curl into a cold, violent expression. Fresko, seeing this, began to smile just a little bit.

Just as Flippy had predicted it all happened in a flash. At one moment the two opponents were standing like statues. The next moment Barry moved, and he moved so fast that Toothy wasn't able to mark exactly when he moved. He just blurred forward at a pace faster than most humans would have been able to achieve. Clearly his training with Flippy was paying off.

Fresko, however, was even faster. His reflexes automatically came into play and, as Barry rushed forward, he leaped forward but to one side, so as to be in a position to strike at Barry's back as soon as the human passed him.

Barry missed Fresko all right, and Fresko, sensing his advantage, touched down on the ground and leaped again at the human's back. It looked like he would come down on Barry's back and, by the force of his leap, knock him to the ground.

But then, at the very last moment, Barry twisted his body around and managed to meet Fresko face to face. Fresko hit him square in the chest, knocking him backwards, but as he went back his arms came up and curled around Fresko's body, dragging the feline down with him. The two of them hit the ground together and rolled over and over, raising a cloud of dust from the roof surface.

When the dust settled Flippy and Toothy saw Barry lying flat on his back, with his arms splayed out on either side. Fresko was stradding his chest, his front and back legs holding each arm down, although the effort this took was obvious. There was a short pause, and then Barry relaxed, obviously conceding the match.

Flippy raised his paws and began to clap.

"Well done" Flippy said coming forward, "very well done indeed." Fresko got off Barry, and the teenager sat up. Flippy reached down a paw and helped him get to his feet.

"How do you feel?" asked Flippy

"Feh" said Barry ruefully, "guess I'm not quite ready to pass the test."

"Don't be so sure" said Flippy, "it was a good fight, and you handled yourself quite well, even if you did lose."

"You almost had me" said Fresko, "I didn't expect you to be able to twist around in mid-move like that. If you could have held on to me more firmly you probably would have won. You're going to be a very formidable fighter."

"He already is" said Flippy placing his paw on Barry's shoulder, "not many could have pulled off that mid-lunge turnaround. Yes, you did well. Your motivation was evident, and that's what kept you in the fight even after your first miss. Your mental discipline has come up to the mark, which is the really important thing. You're more ready than you think you are."

"Thanks" said Barry, not quite sure what else to say.

(To Be Continued)

A/N - And that is that. Anyone who reads Rurouni Kenshin may recognize the similarity of Barry's confrontation with Fresko to Hiko Seijuro's fight with Fuji during the Kyoto Arc. That's not an accident as that fight strongly inspired this chapter. Some things just form great templates.

See you next time!