said this to himself as he watched Peter Rabbit hurrying about through the Green Forest and over the Green Meadows, eating as fast as ever he could so as to grow fat that he might keep warm while he slept all winter. Now Unc' Billy Possum knew perfectly well that Peter Rabbit couldn't sleep all winter as Johnny Chuck does, for Old Mother Nature had never planned that Peter should. But Unc' Billy knew that it was of no use to tell Peter that, for Peter wouldn't believe him. So he chuckled as he watched Peter rush around hunting for food and actually running off what little fat he did have, instead of putting on more.

Of course it just happened that Unc' Billy Possum was right over near the old house built by Grandfather Skunk a long time ago, which Peter Rabbit had decided to sleep in all winter. It just happened that he saw Peter when he finally went down to the little bedchamber at the end of the long hall to curl up and try to go to sleep.

Unc' Billy grinned. Then he chuckled. Finally he laughed until his fat sides shook.

"Ah reckon Ah'm gwine to have some fun with Brer Rabbit," said Unc' Billy, still chuckling, as he trotted off through the Green Forest. He went over to Bobby Coon's house and found Bobby, who had been out all night, just getting ready for bed. But Bobby is always ready to play a joke, and when Unc' Billy told him about Peter Rabbit and what fun it would be to give Peter a scare, Bobby scrambled down from his hollow tree right away. Then they hunted up Jimmy Skunk and the three started for the old house of Grandfather Skunk, where Peter Rabbit was trying to go to sleep for the winter.

"Ah done tell Peter that when he tried to go to sleep he mustn't get to thinking about what would happen if Brer Fox should jes' happen along and find him asleep. Ah reckons that that is the very first thing Peter did think of, as soon as he curled himself up and that he's thinking of it more'n ever right this blessed minute. Yo'alls wait while Ah listen at the door."

Unc' Billy stole very softly to the door of the old house. Then he began to grin and beckoned to Bobby Coon and Jimmy Skunk to come listen. They could hear long signs from way down in the bedchamber at the end of the long hall. They heard Peter twist and turn, as he tried to make himself comfortable. But when they heard him saying a verse over and over to try to make himself go to sleep, they had to clap their hands over their mouths to keep from laughing out loud.

When they grew tired of listening, Unc' Billy whispered to Jimmy Skunk. Jimmy Skunk grinned, and then he crept a little way down the long hall and began to scratch with his stout claws, as if he were digging. When he stopped, Unc' Billy put his mouth down close to the doorway and barked as nearly like Reddy Fox as he could. Then Jimmy began to dig again, and pretty soon Unc' Billy barked again. Then all three stole softly away and hid behind some bushes.

"Ah reckon Brer Rabbit is right smart wide-awake instead of going to sleep fo' the winter!" chuckled Unc' Billy.