"Morning, Bre'r Rabbit," said the voice. "What's yo' hurry?" Peter stopped abruptly and looked up in that tree. There, peering down at him from a hole high up in the trunk, was a sharp, whitish-gray face, with a pair of twinkling black eyes.

"Hello, Unc' Billy," cried Peter. "How are you and Ol' Mrs. Possum?"

"Po'ly, Peter, Po'ly. We-uns haven't had breakfast yet, so we-uns are feeling po'ly," replied Unc' Billy with a grin.

A sudden thought popped into Peter's head. "Unc' Billy," cried Peter excitedly, "are you a Carnivora?"

Unc' poked his head a little farther out and put his hand behind his ear as if he were a little hard of hearing. "What's that, Bre'r Rabbit? Am I a what?" he demanded.

"Are you a Carnivora?" repeated Peter.

"Ah reckons Ah might be if Ah knew what it was, but as long as Ah don't, Ah reckons I ain't," retorted Unc' Billy. "Ah reckons Ah'm just plain Possum. When Ah wants to be real uppity, Ah puts on an 'o.' Then Ah am Mister Opossum."

But Peter wasn't listening. The fact is, Peter had started lipperty-lipperty-lip for school, without even being polite enough to say good-by. He arrived at school quite out of breath. "I know!" he panted. "I know!"

"What do you know?" asked Old Mother Nature.

"I know who it is who eats flesh, yet doesn't belong to the order of flesh eaters. It's Unc' Billy Possum!" cried Peter.

"Right you are," replied Old Mother Nature. "However did you find it out?"

"I didn't exactly find it out; I guessed it," replied Peter. "On my way here I saw Unc' Billy, and it popped into my head right away that he was one we haven't heard about, and must be the one. But if he eats flesh, I don't see why he isn't a member of the order of flesh eaters."

"It is because he belongs to a group which has something which makes them entirely different from all other animals, and for this reason they have been given an order of their own," explained Old Mother Nature. "They belong to the order of Marsupials, which means pouched animals. It is because the mothers have big pockets in which they carry their babies. Old Mrs. Possum has just such a pocket."

"Of course," exclaimed Peter. "I've seen those babies poking their heads out of that pocket. They look too funny for anything."

"The Opossums are the only Marsupials in this country," continued Old Mother Nature. "Now have I made it quite clear why, although they eat flesh, Unc' Billy and Ol' Mrs. Possum are not members of the same big order as Buster Bear and the other flesh eaters?"

Everybody nodded. Just then Chatterer the Red Squirrel shouted, "Here comes Unc' Billy, Ol' Mrs. Possum and all the little Possums."

Sure enough, down the Lone Little Path came the Possum family, and a funny looking sight they were. Unc' Billy was whitish-gray, his face whiter than the rest of him. He looked as if he had just gotten out of bed and forgotten to brush his hair; it pointed every which way. His legs were dark, his feet black and his toes white. His ears were without any hair at all, and were black for the lower half, the rest being white. He had a long whitish tail without any hair on it. Altogether, with his sharp face and naked tail, he looked a great deal as though he might be a giant Rat.

But if Unc' Billy was a funny-looking fellow, Ol' Mrs. Possum was even more funny-looking. She seemed to have heads and tails all over her. You see, she had brought along her family, and Ol' Mrs. Possum is one of those who believe in large families. There were twelve youngsters, and they were exactly like their parents, only small. They were clinging all over Ol' Mrs. Possum. Some were on her back, some were clinging to her sides, and a couple were in the big pocket, where they had spent their babyhood.

"We—all done thought we'd come to school," explained Unc' Billy with a grin.

"I'm glad you did," replied Old Mother Nature. "You see, the rest of your friends here are a little curious about the Possum family."

Meanwhile Ol' Mrs. Possum was climbing a tree, and when she had reached a comfortable crotch the little Possums left her and began to play about in the tree. It was then that it appeared what handy things those naked little tails were. When the little Possums crawled out where the branches were small, they simply wrapped their tails around the twigs to keep from falling.

"My!" exclaimed Peter. "Those certainly are handy tails."

"Handiest tails ever was," declared Unc' Billy. "Don't know what Ah ever would do without mah tail."

"Suppose you climb a tree, Unc' Billy, and show your friends here how you manage to get the eggs from a nest that you cannot reach by crawling along the branch on which it is placed," said Old Mother Nature.

Unc' Billy grinned, and good-naturedly started up a tree. He crept out on a branch that overhung another branch. Way out where the branch was small crept Unc' Billy. Then he wrapped the end of his tail around the branch and swung himself off, keeping hold of the branch only with his tail and one hind foot. Then, stretching down full length, he could just reach the branch below him. "You see," he explained, "if there was a nest on this branch down here, Ah could get those eggs without any trouble. Ah wish there was a nest. Just speaking of eggs makes mah mouth water." Again Unc' Billy grinned and then pulled himself back to the other branch.

Old Mother Nature shook her head reprovingly. "Unc' Billy," said she, "you are a bad old rascal to steal eggs. What's more, it doesn't matter to you much whether you find eggs or young birds in a nest. It is a wonder that between you and Chatterer the Red Squirrel any of the birds succeed in raising families around here. Have you visited Farmer Brown's hen house lately?"

Unc' Billy shook his head. "Not lately," said he; "Ah done got a dreadful scare the last time Ah was up there, and Ah reckons Ah'll stay away from there for a while."

"What else do you eat?" asked Old Mother Nature.

"Anything," replied Unc' Billy. "Ah reckons Ah ain't no ways particular—insects, roots, Frogs, Toads, small Snakes, Lizards, berries, fruits, nuts, young Rats and Mice, corn, any old meat that has been left lying around. Ah reckon Ah could find a meal most any time most anywhere."

"Do you always have as big a family as you have there?" asked Peter Rabbit.

"Not always," replied Unc' Billy. "But sometimes Mrs. Possum has to tote around a still bigger family. We believe in chillun and lots of them. We reckon on havin' two or three big families every year."

"Where is your home?" asked Johnny Chuck. "I know," said Peter Rabbit. "It's up in a big hollow tree."

Unc' Billy looked down at Peter. " 'Tisn't at all necessary to tell anybody where that hollow tree is, Bre'r Rabbit," said he.

"Are Possums found anywhere except around here?" inquired Happy Jack.

"Yes, indeed," replied Old Mother Nature. "They are found all down through the Sunny South, and in the warmer parts of the Middle West. Unc' Billy and his relatives are not fond of cold weather. They prefer to be where they can be reasonably warm all the year round.

"Some folks think Unc' Billy isn't smart, but those folks don't know Unc' Billy. He learned a long time ago that he can't run as fast as some others, so he has learned to depend on his wits in time of danger. What do you think he does?"

"I know," cried Peter; "I saw him do it once. Farmer Brown's boy surprised Unc' Billy, and Unc' Billy just fell right over dead."

"Pooh! That's a story, Peter Rabbit. How could Unc' Billy have fallen over dead and be alive up in that tree this very minute?" cried Happy Jack.

"I didn't mean he was really dead, but that he looked as if he were dead," explained Peter. "And he did, too. He was the deadest looking thing I ever saw. I thought he was dead myself. I was watching from a bramble tangle where I was hiding, and I certainly thought the life had been scared right out of Unc' Billy. I guess Farmer Brown's boy thought so too. He picked Unc' Billy up by the tail, and looked him all over, and said, 'You poor little thing. I didn't mean to hurt you.' Unc' Billy didn't so much as wink an eye. Farmer Brown's boy went off up the path carrying Unc' Billy by the tail. By and by he laid Unc' Billy down on an old stump while he went to look at a nest of Blacky the Crow. When he came back Unc' Billy wasn't there. I never did see Unc' Billy hurry as he did the minute Farmer Brown's boy's back was turned. He came to life as suddenly as he had dropped dead."

"Very good, Peter," said Old Mother Nature. "Some other smart little people try that trick sometimes, but none of them can do it as well as Unc' Billy Possum. Pretending to be dead in order to remain alive is the cleverest thing Unc' Billy does. Now how about Lightfoot the Deer for the next lesson?"

"Splendid," cried all together and prepared to start for their homes.