Joe Otter and Billy Mink were sitting on the Big Rock in the Smiling Pool. Because they had nothing else to do, they were planning mischief. Jerry Muskrat was busy filling his new house with food for the winter. He was too busy to get into mischief.

Suddenly Billy Mink put a finger on his lips as a warning to Little Joe Otter to keep perfectly still. Billy's sharp eyes had seen something moving over in the bulrushes. Together he and Little Joe Otter watched, ready to dive into the Smiling Pool at the first sign of danger. In a few minutes the rushes parted and a sharp little old face peered out. Little Joe Otter and Billy Mink each sighed with relief, and their eyes began to dance. "Hi, Unc' Billy Possum!" shouted Billy Mink.

A grin crept over the sharp little old face peering out from the bulrushes.

"Hi, yo'self!" he shouted, for it really was Unc' Billy Possum.

"What are you doing over here?" called Little Joe Otter.

"Just a-looking round," replied Unc' Billy Possum, his eyes twinkling.

"Have you heard about Reddy Fox?" shouted Billy Mink.

"Ah done jes' come from his home," replied Unc' Billy Possum.

"How is he?" asked Little Joe Otter.

"Po'ly, he sho'ly is po'ly," replied Unc' Billy Possum, shaking his head soberly. Then Unc' Billy told Billy Mink and Little Joe Otter how Reddy Fox was so stiff and sore and sick that he couldn't get anything to eat for himself, and how old Granny Fox had lost a chicken which she had caught for him.

"Serves him right!" exclaimed Billy Mink, who has never forgotten how Reddy Fox fooled him and caught the most fish once upon a time.

Unc' Billy nodded his head. "Yo' are right. Yo' cert'nly are right. Yes, Suh, Ah reckons yo' are right. Was yo' ever hungry, Billy Mink--real hungry?" asked Unc' Billy Possum.

Billy Mink thought of the time when he went without his dinner because Mr. Night Heron had gobbled it up, when Billy had left it in a temper. He nodded his head.

"Ah was just a-wondering," continued Une' Billy Possum, "how it would seem to be right smart powerful hungry and not be able to hunt fo' anything to eat."

For a few minutes no one said a word. Then Billy Mink stood up and stretched. "Good-by," said Billy Mink.

"Where are you going so suddenly?" demanded Little Joe Otter.

"I'm going to catch a fish and take it up to Reddy Fox, if you must know!" snapped Billy Mink.

"Good!" cried Little Joe Otter. "You needn't think that you can have all the fun to yourself either, Billy Mink. I'm going with you."

There was a splash in the Smiling Pool, and Unc' Billy Possum was left looking out on nothing but the Smiling Pool and the Big Rock. He smiled to himself as he turned away. "Ah reckon Ah'll sho' have to do my share, too," said he.

And so it happened that when old Granny Fox finally reached home with nothing but a little wood mouse for Reddy, she found him taking a nap, his stomach as full as it could be. And just a little way off were two fish tails and the feathers of a little duck.