Once, many, many Saturday mornings ago there lived two best friends in all the world. One of these friends was a little lamb by the name of Lambsy Divy. The other was his stalwart companion and constant protector, a sheepdog named Bristle Hound. Bristle Hound wore a red vest and a small red porkpie hat, and carried around a shepherd’s crook wherever he and Lambsy went. Lambsy, who was very small and vulnerable, and who talked often, wore only a blue silk ribbon around his neck. These two would go all sorts of places together, and do all manner of things. Now, you might think Bristle and Lambsy were both very happy, and had not a care in the world. And you would be slightly mistaken-for they did have one problem that followed them wherever they might go. This problem was named Mildew Wolf.

Mildew was a wolf who himself had a problem. All he wanted was to catch little Lambsey and make him into a lamb stew, or a lamb pizza. Or maybe a lamb shish-ke-bob. Or roast lamb, or barbecued lamb, or whatever. And the problem was that whenever Mildew did manage to get Lambsy in his dastardly clutches, Lambsy would holler,“It’s the wol-uff! It’s the wol-uff!” at the top of his pint-sized little lungs. Then, of course, Bristle would appear, and Mildew would be forced to let Lambsy go. Then Bristle would usually put the hook of his shepherd staff around old Mildew’s neck, and fling toward the distant cartoon hills. When this happened, Mildew would blurt out “Spoilsport!” or “Diehard!” or something like that.

One fine day, Bristle decided to take Lambsey to the local fair. They’d go on all the rides together, and Lambsy might even get entered in the 4H sheep show. “Oh Joy! Oh rapture!” cried little Lambsy as he bounded ahead of Bristle on their way to the fairgrounds. “A whole day at the fair!”

“That’s right little ‘ol Lambsy.” Bristle Hound said. “There’s really nothin’ like a good old day at the county fair. Ferris wheel, merry-go round, plenty of cottoncandy and toffee apples. Now that’s my kind of fun!”

“You bet, oh stalwart protector of lil’ol me.” Lambsy said. “I’m gonna love my very first day at the fair! Bring on the fun! Think they’ll be any other sheep, oh fearless protector?”

“Why sure they’ll be other sheep, Lambsy. I’m sure you’ll have time to get acquainted.”

“And if I win first prize in the sheep show, I could be famous!”

“Oh, he’ll be famous all right,” sneered a familiar voice from behind a nearby road sign. “A famous lamb casserole that is!” It was Mildew Wolf, still hot on the trail of a roasted lamb lunch, hiding just a short distance up the road from Bristle and Lambsy. Niether of them could hear Mildew, and they hadn’t seen him-yet. The sign behind which Mildew was at that moment peering had an arrow that pointed west. The sign read County Fairgrounds. “Hah!” said Mildew half to himself and half to the audience. “A little switch on this road sign should do the trick!” Mildew swiveled the sign around until it pointed east, then dived into a nearby bush. He waited until Bristle had trundled past, accompanied by the bouncing Lambsy. The he stuck his neck out and looked in their direction. “So they’re off the fair, are they? Well it’s a fair time for lamb spare ribs! They want a fair, I’ll give them one!”

Mildew dashed away in the next instant. He headed Bristle and Lambsy off, then returned well ahead of them with a huge truck labeled Mildew’s Do-it-Your-Self Carnival. Mildew switched into fast-motion, and set up the rides and carnival tents well ahead of his two customers. He had just finished the colorful banner, which read, County Fair Today, when Lambsy and Bristle arrived at the ticket booth.

“Greetings, and welcome to the fair.” Mildew smiled crookedly at them. “First customers are always free.”

“Saaaay!” Bristle said suddenly. “You look familiar. Do we know you from somewhere?”

“Somewhere over the rainbow, maybe?” Mildew suggested.

“Hmmmm” said Lambsy, scrutinizing the ticket-taker closely. “Now who could that be? A gnu from Kalamazoo? A flipped-out yak form Winnamac?”

Bristle took another hard look at the strangely familiar ticket-taker, as Mildew only smirked at him.  But finally, he said, “Ah, who cares? If it’s free, what’re we waiting for? C’mon, Lambsy-boy!”

“Hooraaaay!” cried the enthusiastic Lambsy, bounding joyously in.

“Have a great day!” called Mildew after them. “And I’ll have myself a nice grilled lambburger!” he added to himself. Seeing them head for the rides, he dashed off to try and intercept Lambsy. 

“Oh, Bristle!” Lambsy cried. “There’s the spider. I wanna go on the spider! Can I, oh fearless protector?”

“Why, sure, Lambsy old pal. We’ll just buy you a ticket, and-hey! There’s no taker! Well, maybe all the rides are free to us, too. Whataya say to that?”

  “Yippeee!” Lambsy was jumping up and down in unbridled joy. “Are you coming with, Bristle Hound?”

“Aw, shucks, Lambsy-pie. Thanks but no thanks. The spider’s not really for me. The merry-go-round’s more my style. But you go on and enjoy yourself, ya hear?”

   “Oh, I will. I will, Bristle Hound!” Lambsy bounded joyously up the ramp and into one of the cars. Mildew, who was hiding behind the ticket booth, then pulled the switch. The spider was off, twirling its five arms around in the cool September air. Little Lambsey was having the time of his life.

  “Once he swings by me, I’ll grab ‘im” Mildew sneered. And that’s just what he did. Little Lambsey was plucked from the car, and suddenly realized he was squirming in Mildew’s hairy paw.

“Who are you?” Lambsy asked.

“Don’t ya recognize me? Why I’m the ticket taker, sonny. And I’m a-takin’ your ticket out for a lamb barbecue.”

“That’s no ticket taker.” said Lambsy. “Now who can that be? A manatee from Tripoli? A cockatoo from Peru? Mayhap, it’s pernicious parrot from Paris. Uh-uh Uh-uh. I know who it is. It’s the wol-uff! It’s the wol-uff! That’s who it is, the wolf. It’s the wol-uff!”

    “Darn, straight, it’s the wol-uff, sonny-boy.” Mildew snickered. He was about to take off with Lambsy as fast as his legs could carry him, but all at once Mildew felt a familiar Shepherd’s staff circle his neck. “Oh no, say it ain’t so.” He groaned

“Okay, Mildew, I won’t say it,” Bristle said, snatching the grateful Lambsy safely into his arms. “But it is.”

  He gave his staff a sharp fling, and Mildew was off sailing through the air, toward the distant hills. “Appleknocker!” he protested.

Next, little Lambsy wanted to try out the bumper-cars. “You go have yourself a barrel of fun, pumpkin.” Bristle told him. “I’ll just stay right here, and keep an eye out in case that sheep-stealing scoundrel Mildew Wolf comes back.”

“You do that, o stalwart protector of my puny little body!” Lambsy jumped in a blue bumper car and took off. But little did he know that Mildew Wolf had returned and was already watching them from around the corner.

“I think the little fellow needs someone to play bumper-cars with,” he grinned to himself. “And since ‘ol Bristle’s having a time-out, I think I’ll fill in for him.”

“Vrooooom! Vrooom! Vroooooom!” Lambsy cried as drove his car round and round the enclosure. “ Hey! I wonder where all the other bumper cars are at?”

“We’re right here, you delicious little main ingredient for a roasted lamb-pie.” said Mildew’s voice.

Lambsy looked back and saw that Mildew was gaining on him in a red bumper car.

   “It’s the wol-uff! It’s the wol-uff!” shouted Lambsy.

   “Oh, shut up, you little tattle-tale.” Mildew sneered. He slammed his red car into Lambsy’s, blue one, then reached out to grasp him. But before he could sieze the lamb, once again, Mildew felt Bristle’s staff around his neck. “Oh, no, not again.”

   “Oh, yes, again.”Bristle yanked him out of the bumper car. “Listen up, Mildew. Quit spoiling Lambsy’s fun at the fair, ya’hear?”

  “I hear, I hear.” groaned Mildew.

  “Then you’re on your way.” And once again Bristle sent him flying over the distant hilltops.

“Smarty-pants!” Mildew cried.   

Bristle Hound and little Lambsy went on the other rides, and generally had a great time together. Of course, it wasn’t long before Mildew Wolf struck again. “For Pete’s sake,” Mildew said to himself. “I’ve got to get that nosey hound dog out of the way of my delicious lamb pizza.” He thought for a moment as he watched Lambsy and Bristle riding the merry-go-round, with lambsy perched in front having the time of his life. “I’ve got it!” Mildew said in a flash. “I’ll put that pesky sheep-dog in a deep sleep with these extra strength sleeping pills.” He reached into the pocket of his purple overalls and fetched out two small blue pills.

Bristle and Lambsy had just finshied their merry-go-round ride. “What next, oh fearless protector of mine?” Lambsy asked.

“You go on any ride ya like, little, ol’ Lambsy.” Bristle replied. “I’m ‘fraid I’ve had enough for one day. I’ll just wait right here, and keep an eye out for that sheep-stealing Mildew Wolf.”

“So you’ve had enough, have ya?” said Mildew. They both turned to see Mildew Wolf dressed up as a doctor. “I should think so, fella. You look awful. As a liscenced physician, I should say you could do with a rest, as of right now.”

“Hmmm. He looks familiar.” Lambsy observed.

But Bristle, who had nothing but rest on his mind at moment anyway, was taken in. “Come to think of it, some rest would be right restful right now.”

“Why you betcha, Bristle ‘ol pal.” Mildew smirk.”Why you could be suffering from hay fever. Now open wide for doctor Mildew.”

“Hey!” said Bristle.”Just a darn minute. I don’t have-“

But Mildew yanked Bristle’s jaws open wide before he could say more. Mildew peered in mock worry. “Ohhh!” he muttered “it looks bad.”

Meanwhile, Lambsy continued to have serious doubts. “That’s no licensed physician.” He said. “Now who could that be? A Czar from Zanzibar? A chipmunk for Chickamauga?  Mayhap it’s a woolly rhino.”

“ Time to test your reflexes.” Mildew snickered. With that, he removed Bristle’s hat, and conked him on the head with a rubber mallet. Red and yellow stars spun around Bristle’s head crazily. “Feeling dizzy, old boy?”

“Why, yeah, come to think of it, ah sure am dizzy, all of a sudden.”

 “Well, I’ve got just what you need.” said Mildew, taking out the pills and smirking fiendishly. “These sleeping pills will fix you right up in no time. Open wide.”

Almost reflexively, the dazed Bristle opened his mouth. Chuckling, Mildew tossed them in.

“Bristle, don’t swallow them!” Lambsy warned. But it was too late. Bristle, a confused look on his face, swallowed both pills in a loud gulp!. Two seconds later, he fell flat on his face with a loud boom.

“Heh, heh” yukked Mildew, sneering at little Lambsy. “Just what the doctor ordered- barbacued lamb done medium rare. I wonder if I’ll order fries on the side.”

  “Bristle! Bristle!” cried Lambsy, really frightened this time. “Wake up! Wake up! It’s the wol-uff! It’s the wol-uff!”

“Save it, you scrumptious little lamb-chop.” Mildew snickered, discarding his disguise.” Old Bristle’s out cold. He won’t wake up for an hour, and by then you won’t be here anyway.”

Panicked, Lambsy blew a party favor shrilly in Bristle’s ear. Then he slammed two large brass cymbals together, all the time shouting “It’s the wol-uf! It’s the wol-uf!” at the top of his little lungs. Then he pulled back Bristle’s closed eyelids. With dismay, he saw the words OUT COLD, printed underneath, just like Mildew had said.

In the next instant, Mildew snatched him up. Lambsy could only look at him mutely, eyes wide in hopeless fear. ‘Heh, heh, heh,” gloated Mildew. “End of the line, you tasty lamb morsel. So who’s going to save you now?”

“Pardon me, messuir, but I am!” said a voice with a French accent.

“I must be hearing things.” Mildew said. Then someone tapped him on the shoulder. “Oh, come off it! It can’t be Bristle, Bristle’s in beddy-bye land.”

But then he saw it wasn’t Bristle. It was another wolf. Only this wolf wore a small, French knit-cap, and scarf.

“Now listen here, buster,” griped Mildew. “This here lamb porrige is mine. I caught him myself, fair and square.”

“Pardon, Missuir!” exclaimed the other wolf. “But I do not eat small helpless little lambses. I am ze vegetarian!”

“And just who do you think you are, Frenchie?” inquired Mildew.

“My name,” said the French Wolf, “is Loopy de loop, friend to all ze helpless creatures of ze world. Now, messuir-unhand zat poor, defenseless lamb!”

“And what if I don’t want to, you sheep-in-wolf’s-clothing?” Mildew replied sneeringly.

“Why then, messuir,” said Loopy, “I vill make you!” He made a grab for Lambsy, but in that instant, Mildew dashed away still clutching the little lamb. He raced out the back entrance of the fair. Loopy pursued him, calling “No! Stop, missuir!  Bring him back! I vill not let you cook him!”

“Try and stop me, you mixed-up funfoiler!” Mildew called back, smirking, over his shoulder. But like many cartoon characters in situations like this, he didn’t realize he wasn’t watching where he was headed.

“But missuir wolf!” called Loopy “You must stop! You are running over a-“

“-cliff.” Mildew finished, realizing too late that he was suspended in mid-air over a chasm. His legs pinwheeled in the air for an instant. And in that instant, Lambsy was able to spring free. Loopy reached out and caught him safely as Mildew plummeted like a stone.

“A thousand pardons, missuir!” called Loopy after him, as he and Lambsy gazed down into the chasm. “But I tried to warn you!”

“Turncoat!” answered Mildew. There was a resounding crash from somewhere below.

“Are you all right, my poor defenseless lamb?” Loopy asked, looking Lambsy over.

Lambsy kissed Loopy on the arm four times. “Oh, rapture! I am safe once again. And you’ve saved me! I am forever in your debt, oh generous one!”

“There, there, small one.” said Loopy, patting him on the head. “You are safe now. I vill get you some cotton candy whilst we wait for your friend to awaken.”

But by the time Loopy had gotten Lambsy a spool of pink cotton candy at the local fairground stand, Bristle had awakened.  And as soon as he saw a wolf holding Lambsy, he rushed to the rescue. He grabbed Lambsy, still holding his cotton candy, away, and seized Loopy around the neck by his scarf. “Hey,” Bristle said suddenly, “You’re not Mildew. Oh, well. A wolf’s a wolf.”

“Bristle, no!” Lambsy cried.

But Bristle was already twirling Loopy around by the tail. He released him, sending him sailing  away.

Loopy ended up crashing into the upper branches of a tree, his eyes spinning, stars racing around his head.

“Well, look who’s here. The smart- alec vegetarian.” said a voice.

Loopy shook the stars away, and saw that it was Mildew. They had both landed in the same tree.

“How ya doin’ Frenchie?” smirked Mildew. “Serves ya right for stealin’ my lamb lunch, you food-chain disrupter.”

“Fear not, monsuir!” declared Loopy. “You shall not go hungry today-oh, no!”

  “What do you mean?” Mildew inquired.

   “Come with me,” said Loopy, “ I have something that is sure to cheer you up! I know where to get us both all the food we can eat!”

“I hope you’re not kidding, smarty.” said Mildew, as they slid down from the tree.

“Oh no, messuir! I, Loopy de loop, friend to all living creatures, have opened up my own French cuisine. We shall go there at once.”

   “Yeah?”Mildew inquired doubtfully “Ya got any customers yet?”

  “Well,…ah…er…no. I’ve..er…had to send out invites. But I am most confident that you vill enjoy it!”

They walked and walked until at last they arrived at a new building with a freshly painted sign, which read:

                            LOOPY’S FRENCH TOFU All you can eat!

“Oh, For heaven’s sake.” whined Mildew. “Tell me I’m dreamin’”

“Oh, no you are not dreaming, missuir! This, my friend is a dream come true!”

      Mildew reluctantly followed Loopy in. “I zee that we already have customers.” Loopy smiled.

   Already at some of the tables were Fibber Fox, Alfie alligator, and Blast-off Buzzard, along with a few other HB characters,  staring in puzzled dismay into the menus. “I shall fix everie-body right up!” Loopy explained. He whipped on an apron and chef’s hat, and zipped through the back doors and into the kitchen. And before long, he and Mildew were munching on a lamb-flavored tofu casserole at one of the tables.

“Oh, well.” Mildew sighed. “it’s not exactly what I had in mind, but I guess it’ll have do for now. Yeeech!”