The Aristocats/Transcript

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==================================================================                    Disney Classic Animated Feature ARISTOCATS script (version 1.0)

Disclaimer: This script is taken from numerous viewings of the feature and is not an official script by all means. Portions of this script are copyrighted by Walt Disney Company and are used without permission.

THE CAST (in order of appearance)

Opening Song Vocals		Maurice Chevalier Madame Adelaide Bonfamille	Hermione Baddelay Edgar				Roddy Maude-Roxby Duchess				Eva Gabor Berlioz				Dean Clark Frou-frou			Nancy Kulp Georges Hautecourt		Charles Lane Marie				Liz English Toulouse			Gary Dubin Roquefort			Sterling Holloway Napoleon			Pat Buttram Lafayette			George Lindsey Driver (milkman)		Pete Renoudet Amelia Gabble			Carole Shelley Abigail Gabble			Monica Evans Chef (le Petit Cafe): Uncle Waldo:			Bill Thompson Scat Cat:			Scatman Crothers Italian Cat:			Vito Scotti English Cat:			Lord Tim Hudson Russian Cat:			Thurl Ravenscroft Chinese Cat:			Paul Winchell Driver (postman): Mac (postman):

OPENING CREDITS

Walt Disney Productions presents the Aristocrats "The Aristocats" sung by Maurice Chevalier [Marie, Berlioz, and Toulouse in pencil animation run throught the screen, Toulouse stops, takes away the letter R from the title and pushes the right part of it back. the title now reads] the AristoCats Color by Technicolor Story:	Larry Clemmons Vance Gerry Ken Anderson Frank Thomas Eric Cleworth Julius Svendsen Ralph Wright Based on a story by Tom McGowan and Tom Rowe Directing Animators: Milt Kahl Ollie Johnston Frank Thomas John Lounsbery Production Design Ken Anderson Voice Talents: Phil Harris		O'Malley Eva Gabor		Duchess Sterling Holloway	Roquefort Scatman Crothers	Scat Cat Paul Winchell		Chinese Cat Lord Tim Hudson		English Cat Vito Scotti		Italian Cat Thurl Ravenscroft	Russian Cat Dean Clark		Berlioz Liz English		Marie Gary Dubin		Toulouse Nancy Kulp		Frou-Frou Pat Buttram		Napoleon George Lindsey		Lafayette Monica Evans		Abigail Carole Shelley		Amelia Charles Lane		Georges Hermione Baddeley	Madame Roddy Maude-Roxby	Butler Bill Thompson		Uncle Waldo Character Animation: Hal King Eric Larson Eric Cleworth Julius Svendsen Fred Hellmich Walt Stanchfield Dave Michener Effects Animation Dan MacManus Dick Lucas Songs: "The Aristocats"		Richard M. Robert B.	"Scales and Arpeggios"			  and "She Never Felt Alone"		Sherman		Sherman "Thomas O'Malley Cat"		Terry Gilkyson sung by Phil Harris

"Ev'rybody Wants To Be A Cat"	Floyd Huddleston and Al Rinker Music			George Burns Orchestration		Walter Sheets Production Manager	Don Duckwall Sound			Robert O. Cook Film Editor		Tom Acasta Assistant Directors	Ed Hansen Dan Alguire Music Editor		Evelyn Kennedy

(c) Copyright MCMLXX - Walt Disney Productions - All Rights Reserved

Layout			Don Griffith Basil Davidovich Sylvia Boemer Background		Al Dempster Bill Layne Ralph Hulett Produced by		Wolfgang Reitherman Winston Hibler Directed by		Wolfgang Reitherman

Paris 1910

THE SCRIPT [During the Opening Credits and for a little while through the beginning of the movie a song is sung by Maurice Chevalier] Which pets' address is the finest in Paris? Which pets posess the longest pedigree? Which pets get to sleep on velvet mats? Naturellement, the Aristocats!

Which pets are blessed with the fairest forms and faces? Which pets know best all the gentle social graces? Which pets live on creme and loving pats? Naturellement, the Aristocats!

They show aristocatic bearing when they're seen upon an airing And aristocatic flair in what they do and what they say Aristocats are nevver found in alleyways or hanging around The garbage cans where common kitties play Oh, no!

Which pets are known to never show their claws? Which pets are prone to harly any flaws? To which pets do the others tip their hats? Naturellement, the Aristocats!

Aristocats, ils sont toujours, meme quand ils font un petit tour Toujours precieux la ou ils vont ils sont fiers d'leur education Dedaignant les ruelles, ils preferent les bars aux poubelles Dont se contentent, trop vulgaires les chats d'gouttiere Ah, poisse!

Quels "Miaou" reprouvent les gros mots? Quels chats chouchous s'estiment sans defauts? Et d'vant qui les aut'chats tirent leur chapeau ? Mais naturellement... Mais naturellement, voyons, Mais naturellement, Les Aristocats !

[By the time the song ends, we see Madame Adelaide Bomfamille riding in a coach with Duchess and the kittens. The music from the song continues untill the coach comes to stop and Madame leaves it] Madame:	Marie, my little one, you are going to be as beautiful as your mother. Isn't she, Duchess? Duchess meows [Toulouse climbs on Edgar's hat, stepping all over his face] Madame:	Careful, Toulouse! You're making it very difficult for Edgar. [Edgar takes the kitten down and slows down the coach] Edgar:	Whoa, Frou-frou, whoa. Steady, girl. Madame (getting out of the coach): Thank you, Edgar. [Frou-frou neighs] Oh. Of course, Frou-frou, I almost forgot [she gives Frou-frou something which she starts chewing on] Edgar:	Madame, uh-- may I take your parcel, Madame? It really is much too heavy for you, Madame. Madame:	Now, tut-tut, Edgar. Don't fuss over me. [Kittens meanwhile play around Frou-frou's legs.] Duchess: Berlioz, come back here. Haven't you forgotten something, darling? Berlioz: Thank you, miss Frou-frou, for letting me ride on your back. Frou-frou chuckles: You are quite welcome, young man. Berlioz: How was that, Mama? Duchess: Very good, darling, that was very nice. Madame from the front door: Come along, Duchess, kittens, come along Oh, and Edgar, I'm expecting my attorney, Georges Hautecourt. You remember him, of course. [She leaves and Edgar says for himself:] Edgar:	Of course, Madame. How could anyone forget him?

{cut to street, an old half-broken car with sputtering and backfiring engine comes closer and stops at Madame's door} Georges (singing)		Ta-ra-ra-boom-de-ay Ta-ra-ra-boom-de-ay (he gets out of the car): Oh. Ta-ra-ra-boom-de-ay Ta-ra-ra-boom-de-- (he almost falls down): Oops! Not as spry as I was when I was 80, eh? Ta-ra-ra-boom-de-ay (he enters the house):		Ta-ra-ra-boom-de-ay! Edgar:	Ah, good day, sir. Madame is expecting you, sir. [Edgar takes the scarf from his neck] Georges: Evening, evening, Edgar. Ta-ra-ra-boom-de-ay (he throws his hat on Edgar's head) Ta-ra-ra-boom-de-ay Edgar: Oh, another ringer, sir. You never miss. Georges (walking upstairs): Come on, Edgar. Last one up the stairs is a nincompoop. Edgar:	Could we take the elevator this time, sir? Georges: That bird cage? poppycock! Elevators are for old people. Oops! [he almost falls, but Edgar catches him] Edgar:	Oh, uh-- may I give you a hand, sir? Georges: You haven't got an extra foot, have you, Edgar? [He starts laughing] Edgar:	That always makes me laugh, sir. Yes. Every time. [Now they both almost fall] Whoa! Oh! Let go of my cane! Careful, sir. Oh please! I'm frighfully sorry, sir! Georges: Don't panic Edgar. Upward and onward! Whee! Edgar:	Oof! Georges: Am I going too fast for you, Edgar? Edgar:	Oh please, sir, hold on!

{dissolve to Madame before a large mirror} Madame:	There now, Duchess. That's better. We must both look our best for Georges. He's our oldest and dearest friend, you know. [She pets Duchess, who meows once, then knock on the door interrupts] Madame: Come in. [Edgar steps in, panting, with his pants falling down] Edgar:	Announcing... Monsieur.. Georges... Hautecourt! [Georges walks in and the kittens start playing with him] Madame: Oh, my goodness, Edgar. I know it's Georges. Georges: Adelaide, my, my dear. Madame: So good to see you, Georges. [She stretches her hand for Georges to kiss it, but he mistakingly kisses Duchess' tail] Georges: Ah, still the softest hands in all of Paris, eh? [Duchess smiles, covering her mouth with paw] Madame: You're a shameless flatterer, Georges [Berlioz is spinning the hand of an old patephone and Habanera from Carmen starts playing] Georges: Adelaide, that, that music, it's from Carmen, isn't it? Madame: That's right. It was my favorite role. Georges: Yes, yes! It was the night of your grand premiere that we first met, remember? Madame: Oh, indeed I do. Laywer: And how we celebrated your success! Champagne, dancing the night away. [he starts to dance, humming the tune from Carmen, then he takes Madame to join the dance] Madame: Oh, Georges! [Madame and Georges dance for a while, Madame is also holding Duchess, Marie and Toulouse are playing around their legs, Berlioz is spinning on the vinyl disk jumping over the needle at each turn, untill he fails. He yelps, needle scratches the disk and stops] Madame: Oh, thank goodness, just in time. [She sits on a sofa, tired] Ah, Georges, we're just a pair of sentimental old fools [In the background, Marie jumps on the sofa before Toulouse does and glances at him like she won, Georges keeps dancing in the room] Now, Georges, do be serious. I've asked you to come here on a very important legal matter. Georges:Wha--? Oh! Splendid! Splendid! [He sits behind a table] Who do you want me to sue, eh? Madame:	Oh, come now, Georges, I don't wish you to sue anyone. I simply want to make my will. [Georges puts on very strong glasses and makes serious face] Georges:Will, eh? Will. Well. Now, then, who are the beneficiaries? Madame: Well, as you know, I have no living relatives, [We see that, through a long hose in the wall, Edgar is listening from his room] And naturally, I want my beloved cats to be always cared for. And certainly no one can do this better than my faithful servant, Edgar. Georges: Edgar? Adelaide, you mean to say you're leaving your vast fortune to Edgar? Everything you posess? Stock and bonds? This-- This mansion? Your country chateau? Art treasures, jewels and-- [Edgar is smiling, dancing and sending kisses to the listening tube] Madame: No, no, no, Georges, to my cats. Georges:To your cats? Edgar gasps: Cats? Madame: Yes, Georges. I simply wish to have the cats inherit first. Then, at the end of their life span, my entire estate will revert to Edgar. Edgar:	Cats inherit first! And I come after the cats. I, me, after-- no. It's not fair! Ooh! I mean, each cat will live about 12 years. I can't wait. And each cat has nine lives, that's four times twelve multiplied by nine times. No it's less than that. Anyway, it's much longer that I'd ever live. I'll be gone. No. Oh, no. They'll be gone. I'll think of a way. Why, there are a million of reasons why I should! All of them dollars. Millions. Those cats have got to go. [he tears his pants, taking them on]

{dissolve to the kittens, running from outside towards the door} Berlioz: Wait for me, wait for me! Marie:	Me first! Me first! [All three get stuck in the small door for the cats cut in below of the front door of the house] Toulouse: Why should you be first? Marie:	Because I am a lady, that's why. [she jumps on the floor] Toulouse: Huh. You are not a lady. [Berlioz catches Marie by the tail] Berlioz: You're nothing but a sister! Marie:	Oh! I'll show you if I'm a lady or not. [Berlioz runs after Marie, Toulouse hides under a chair] [Berlioz gets Marie and starts tickling her] Marie:	Stop tickling! Toulouse: Get her, Berlioz! Het her! [Now Marie chases Berlioz, Toulouse climbs on the table] [Marie pulls Berlioz by the ribbon he has around the neck] Berlioz: Fight fair, Marie! Toulouse: Females never fight fair. [Toulouse occasionally makes a candle fall off the table, it hits Marie's head] Marie:	Ow! Now that hurt! Mama! Mama! [Duchess enters] Duchess: Marie, darling. Marie, you must stop that. This is really not ladylike. [Marie lets Berlioz go] And Berlioz, well, such behaviour is most unbecoming to a lovely gentleman. Berlioz: Well, she started it. Marie:	Ladies do not start fights, but they can finish them. [Berlioz sticks tongue at Marie] Duchess: Berlioz, now, don't be rude. Berlioz: We were just practicing biting and clawing. Duchess (fixing Marie's bowtie): Aristocrats do not practice biting and clawing and things like that -- it's just horrible! Toulouse (from the table): But someday, we might meet a tough alley cat. [he jumps on the floor, snarling and hissing, and then licks his lips] Duchess laughs: Now that will do. It's time we concerned ourselves with self-improvement. Now, you want to grow up to be lovely, charming ladies and gentlemen. Now Toulouse, you go and start on with your painting. Toulouse (standing up): Yes, Mama. [He then walks to his painting place, hissing along the way] Marie:	Mama, may we watch Toulouse paint before we start our music lesson? Please? Duchess: Well, yes my love, but you must be very quiet. [Toulouse is mixing the oils, dripping some on the floor so that Berlioz has to jump aside] Toulouse: Oops! Uh-oh.. [Then Toulouse clears throat, mutters something and starts painting] Aha... Yeah! Marie giggles: It's Edgar! Berlioz: Yeah. Old picklepuss Edgar! Duchess laughs: "Old Picklepuss"? Now, now, Berlioz, that is not kind. You know Edgar is so fond of all of us and takes very good care of us.

{dissolve to Edgar holding a jar of "Sleeping Tablets"} Edgar sings:		Rock-a-bye, kitties, bye-bye you go			La la la la, and I'm in the dough Oh Edgar, you sly old fox. [He prepares some food, after emptying into it all of those tablets, humming rock-a-bye baby along the way. After it's ready he takes a spoonful and almost tastes it] Oops! Oh, dear! A slip of a hand and it's off to dreamland. I say, that's not at all bad. "Slip of the hand, dreamland"

{dissolve to Duchess and kittens} Duchess: Now, let's leave Toulouse to his painting. Now dear, you go to the piano and run along. Both of you, go ahead. Marie:	Yes, Mama. Berlioz: Yes, Mama. [Berlioz jumps at Marie while they walk there] Duchess: It's time to practice your scales and your arpeggios. [Berlioz runs to the keys, but Marie pulls him down by the tail] Berlioz: Ow! [Marie quickly runs up, hitting keys, and takes place on the edge of the piano to sing. Berlioz, seeing that she is ready, sits down and starts demonstratively cracking knuckles on each finger on both forepaws and then hindpaws] Marie:	I am ready, maestro. [Berlioz runs the keys so that Marie's tail which was hanging inside the piano gets hit] Marie:	Oh! Mama! He did it again! Berlioz whispers: Tattletale! Duchess: Now, Berlioz. Now, please, darling, settle down, and play me your pretty little song. Berlioz: Yes, Mama. [He starts playing] Marie sings:		Doe me so doe doe so me doe Every truly cultured music student knows You must learn your scales and your arpeggios (catching breath)	And the music ringing from your chest and not your nose While you sing your scales and your arpeggios

Berlioz:		If you're faithful to your daily practicing You will find your progress is encouraging Doe me so me doe me so me fa la so it goes When you sing your scales and your arpeggios

Marie:			Doe me so doe-- [Berlioz plays out of rythm so she has to wait] [Toulouse with his paws in paint, joins Berlioz on the piano]

Duchess and Marie:	Doe me so doe doe so me doe Doe me so doe doe so me doe Though at first it seems as though it doesn't show Like a tree, ability will root and grow Duchess, Marie, Toulouse: If you're smart you'll learn by heart what every artist knows Duchess, Marie:		You must sing your scales Duchess, Marie, Toulouse: And your arpe-e-e-gios! [Berlioz and Toulouse are duelling on piano, making ending for the song, untill they bump into each other and fall on the keys. Edgar enters] Edgar:	Ah, good evening, my littles ones. [He walks in, humming 'rock-a-bye-baby', carrying dishes with the sleep drug he made] Your favorite dish, prepared a very special way. It's creme de la creme a la Edgar. Sleep well. I-I mean, eat, eat well, of course. [He departs, cats are eating the Creme in silence, enjoying the meal. Roquefort comes out of his mouse-hole, sniffs, and appears with a cracker] Roquefort: Ahem! Good evening, Duchess. Hello kittens. Marie:	Hello, Roquefort. Toulouse: Hi, Roquefort. Duchess: Good eveving, monsieur Roquefort. Roquefort (sniffing): Mmm! Something smells awfully good. What is that appetizing smell? Marie:	It's creme de la creme a la Edgar. Duchess: Won't you join us, monsieur Roquefort? Roquefort: Well, yes. I-I mean-- well, I don't mean to interrupt, but-- but it so happens that... I haevv a cracker with me. Berlioz: Come on, Rodeford, have some Roquefort: Oh, thank you. Don't mind if I do [He dips his cracker in Berliozes dish] Just a few dunks. [He eats half of the cracker] Mm. Ooh. Very good. My compliments to the chef. Marie:	Mm! This is yummy! Roquefort: Mm.. Delicious! [He finishes the cracker] Double delicious! This calls for another cracker. I'll be right back. [Berlioz yawns, Roquefort goes slower, yawns, and falls asleep] Roquefort: So, that's... creme... de la creme... a la Edgar.

{fade to right outside the house, Edgar comes out with a basket with the cats. He takes his motorcycle and carries them away from Paris}

{cut to windmill, backfiring of Edgar's motorcycle wakes Napoleon} Napoleon: Lafayette. Hey, Lafayette. [Lafayette shows up from hay] Napoleon: Lafayette! Lafayette: Hey, I'm right here! Napoleon: Listen. Wheels approaching. Lafayette: Oh, Napoleon, we done bit six tires today. Chased four motorcars and a bicycle and a scooter. Napoleon: Hush your mouth! [he raises an ear] Two-cylinder, chain drive, one squeaky wheel on the front, it sounds like. [they start walking] Now, you go for the tires, and I'll go right for the seat of the problem. Lafayette: How come you always grab the tender part for yourself? [Lafayette steps on his own ear and falls down] Napoleon: 'Cause I outrank you, that's why. Now stop beating your gums and sound the attack! [Lafayette barks] Napoleon: No, that's mess call! Lafayette: Made a mess of it, huh? Napoleon: You can be replaced, you know. Lafayette: Okay, let's charge! [Lafayette lunges forward and falls flat because Napoleon stands on his tail] Napoleon: Wait a minute, I'm the leader! I'm the one that says when we go. Here we go. Charge! [the dogs attack Edgar, he loses the basket with cats, during the chase both dogs get into his motorcycle] Edgar:	Nice doggy! Nice doggy! Heel, roll over, play dead! [Now dogs have the motorcycle all for themselves] Lafayette: This sure beats runnin', Napoleon. [The motorcycle breaks apart, more comic chase scenes untill Edgar gets on the main part of the motorcycle and the dogs have the passenger seat] Lafayette: Step on the gas, Napoleon! Napoleon: I got her wide open!

{Edgar escapes, pan to Duchess lying under a bridge} [Thunderclap wakes her up] Duchess: Oh! Oh, where am I? I am not at home at all. Children, where are you? Answer me! Berlioz? Toulouse, Marie, where are you? Marie: Here I am, mama. Duchess: Marie, darling, are you all right? Marie: Uh, I guess I had a nightmare and fell out of bed. Duchess: Now Marie, darling, don't be frightened. Berlioz (off-screen): Mama! Mama! Marie: That's Berlioz. Duchess: Over here, darling. Berlioz, here we are. And don't worry, everything is going to be all right. Berlioz (wet and miserable): I'm coming, mama. Gee, I'm cold and I'm w-wet. [Frog croaks] Berlioz: Mama? [Frog croaks loud] Berlioz (frightened): Mama! [He runs to Duchess] Duchess (laughing) Oh, darling. That's only a little frog, my love. Berlioz: But he had a mouth like a hippolotamus. [Frog croaks and Berlioz snugs to Duchess. Marie giggles] Berlioz: Oh, what's so funny? Duchess: Now, now, darlings. Darlings, now you just stay here, and I'll go and I'll look for Toulouse. [she walks away from the basket and two kittens] Toulouse! Toulouse, where are you? Marie: Toulouse! Marie and Berlioz: Toulouse! [Toulouse shows up from the basket] Marie: Toulouse! Toulouse: Hey, what's all the yellin' about. huh? Berlioz: Why didn't you answer? Marie: Mama! He's been here all the time. Duchess: Oh, thank goodness. Oh, are you all right? [Duchess grooms Toulouse] Toulouse: I was having a funny dream. Edgar was in it. And we were all riding and bouncing along-- [Frogs croak] Frogs? Uh-oh, it wasn't a dream. Edgar did this to us. Duchess: Edgar? Tsk! Oh, darling, but that-- why, that's ridiculous. Berlioz: Yeah, maybe you fell on your head, Toulouse. [Another thunder] Marie:	Mama, I'm afraid! I wanna go home. Duchess: Now, now, my darling. Don't be frightened. [Loud thunder makes Duchess scream a little] Oh dear, oh dear! Let's get into the basket, all of us. Toulouse: What's gonna happen to us? Duchess: Well, darlings, I-- I just don't know. It does look hopeless, doesn't it? Berlioz: I wish we were home with Madame right now. Duchess: Oh. Poor Madame. She will be so worried when she finds us gone.

{cut to Madame at home, wakened by thunder} Madame: Duchess? Kittens? Oh, my gracious! I had the most horrible dream about them. Thank goodness it was only a dream. Oh dear, what a terrible night. Now, now, my darlings. Don't be frightened. The storm will soon pass. [She opens a curtain to see the basket gone] Oh! Oh, no! They're gone! [She runs out the bedroom] Duchess? Kittens! Duchess! Where are you? [Roquefort shows up from his hole] Madame: They're gone! They're gone! Roquefort: Duchess, kittens, gone? Why, that's terrible! But where? Why? Good heavens! Anything could happen to them on a night like this! Get- get washed down a storm drain, struck by lightning. Oh, they'll need help. I've just got to find them. [He runs out of the house] Duchess! Kittens! Duchess! Kittens! Kittens!

{Fade to morning, O'Malley walks singing and his song wakes up Duchess} O'Malley:			I like a chee-chee-chee-chee-rony Like they make at home Or a healthy fish with a big backbone I'm Abraham de Lacy Giuseppe Casey Thomas O'Malley O'Malley the alley cat!

I've got that wanderlust Gotta walk the scene Gotta kick up highway dust Feel the grass that's green Gotta strut them city streets Showin' off my eclat, yeah! [He sees Duchess looking at him] Tellin' my friends of the social elite Or some cute cat I happen to meet That I'm				Abraham de Lacy Guiseppe Casey Thomas O'Malley, O'Malley the alley cat! Duchess laughs: Why, monsieur, your name seems to cover all of Europe O'Malley: Well of course. I'm the only cat of my kind. I'm king of the highway Prince of the boulevard Duke of the avant-garde They world is my backyard So if you're goin' my way [Kittens wake up and peek from the basket] That's the road you wanna seek Calcutta to Rome or home sweet home In Paris Magnifique, you all Toulouse: Oh boy! An alley cat! Marie (hushing him with a paw): Shh! Listen! O'Malley continues:		I only got myself And this big old world But I sip that cup of life With my fingers curled I don't worry what road to take I don't have to think of that Whatever I take is the road I make It's the road of life, make no mistake For me, yeah, Abraham de Lacy, Giuseppe Casey Thomas O'Malley O'Malley the alley cat! That's right, and I'm very proud of that. Yeah! Duchess laughs and claps: Bravo! Very good. You are a great talent. O'Malley: Oh thank you. And what might your name be? Duchess: My name is Duchess. O'Malley: Duchess. Beautiful. Love it. And those eyes.. ooh. Why your eyes are like sapphires, sparkling so bright, they make the morning radiant.. and light. Marie: How romantic.. Berlioz: Sissy stuff! Duchess: Oh, c'est tres jolie, monsieur. Very poetic. But it is not quite Shakespeare. O'Malley: Of course not. That's pure O'Malley, baby. Right off the cuff, yeah. I got a million of 'em. Duchess: Oh, no more, please. I am really in a great deal of trouble. O'Malley: Trouble? Helping beautiful dame-- uh, damsels in distress is my specialty. Now, what's the hang-up, your ladyship? Duchess: Well, it is most important that I get back to Paris. So if you would be just so kind and show me the way. O'Malley: Show you the way? Perish the thought! We shall fly to Paris on a	magic carpet, side by side, [Marie runs out of the basket] with the stars as our guide, just we two. Marie: Ooh, that would be wonderful! O'Malley: Three? [The other kittens run up] Four. Five! Duchess: Oh yes, monsieur O'Malley. These are my children. O'Malley: Oh, how sweet. Berlioz: Do you really have a magic carpet? Marie: And are we really gonna ride on it? Duchess: Now, now, Marie. Marie: Mama, do I have sparkling sapphire eyes that dazzle too? O'Malley: Hoo-ooh, did I say that? Duchess: Yes. Right off your cuff. Berlioz: And you said we're gonna ride on your magic carpet. O'Malley: Well, now, uh-- what I meant, you see, I-- Duchess: No poetry to cover this situation, monsieur O'Malley? O'Malley: What I had in mind was a kind of a sports model, baby. You know, one of those-- Duchess: Perhaps a magic carpet built for two? Marie: I wouldn't take up much room. Duchess sighes: I understand perfectly, monsieur O'Malley. Well, come along, darlings. Marie sighes. Toulouse hisses: I'm a tough alley cat too. O'Malley: Hey there! You're comin' on. I'll bet you're a real tiger in your neighborhood! Toulouse: Yeah, that's 'cause I practice all the time. Duchess: Now, now, Toulouse, come along, dear. Toulouse: Yes mama. O'Malley: See ya around, tiger! [Toulouse leaves, hissing every few steps] O'Malley to himself: Now that's quite a family. And come to think of it, O'Malley, you're not a cat, you're a rat. Right? Right. [He runs after Duchess and kittens] Hey! Hey, hold up there. Duchess: Yes, monsieur O'Malley? O'Malley: Now look, kids. If I said magic carpet, magic carpet it's gonna be. And it's gonna stop for passengers right... here. [He draws a cross with a claw] Berlioz: Oh boy! We're gonna fly after all! Duchess: Another flight into the fantasy, monsieur O'Malley? O'Malley: No, no, no, baby. Now you just hide over there and you leave the rest to J. Thomas O'Malley. [He jumps up a tree] Toulouse: Quick, mom, get in here. Duchess: But, children Toulouse: Hurry up, mama Berlioz: Hurry [A car approaches] O'Malley: One magic carpet coming up. Duchess: That's a magic carpet? [O'Malley jumps at the windshielf and screeches] Driver: Sacre bleu! [The car stops] Sapristi! Stupid cat! Brainless lunatic! [He starts the car] O'Malley: All right, step lively! All aboard for Paris! [Kittens jump up] Duchess: Why, Mister O'Malley, you could have lost your life! O'Malley: So I got a few to spare. Nothin'. Duchess: How can we ever thank you? O'Malley: My pleasure entirely. [Truck starts moving, O'Malley stays] Aloha. Auf weidersehen. Bon soir. Saranora. And all those goodbye things, baby. Marie waves: Sayonara, mister-- [she falls down] Mama! Duchess: Marie! Marie! [O'Malley picks her up and gets back into the truck] Duchess: Oh Marie, are you all right? Marie: Yes, mama. O'Malley (getting inside) Haven't we met before? Duchess: Oh, and I'm so very glad we did. Marie: Thank you, mister O'Malley for saving my life. O'Malley: No trouble at all, little princess. And when we get to Paris, I'll show you the time of your life. Duchess: Oh, I'm so sorry, but, well, we just couldn't. You see, my mistress will be so worried about us. O'Malley: Well, humans don't really worry too much about their pets. Duchess: Oh no! You just don't understand. She loves us very much. Poor madame. {fade to Madame} In that big mansion, all alone. In all our days, in tender ways, her love for us was shown. And so, you see, we can't leave her alone. She'd always say that we're the greatest treasure she could own. Because with us she never felt alone. {cut to stables} Frou-frou: Oh, Roquefort, I've never been so worried about you. Did you have any luck at all? Roquefort: Not a sign of them, Frou-frou, and I've searched all night. Frou-frou: I know. And poor Madame didn't sleep a wink either. Roquefort: Oh, it's a sad day for all of us. [Edgar walks in humming happily] Edgar: Morning, Frou-frou, my pretty steed. Can you keep a secret? Hmm? [He waves a newspaper] Of course you can. I've some news straight from the horses's mouth, if you'll pardon the expression, of course. Look, Frou-frou, I've made the headlines. Mysterious catnapper abducts family of cats. Aren't you proud of me? Roquefort: So, he's the catnapper! Edgar:	The police said it was a professional, masterful job. The work of a	genius. No bad, eh, Frou-frou, old girl? [He slaps Frou-frou on the rump with the newspaper and she whinnies loud] Edgar:	Oh, they won't find a clue to implicate me. Not one single clue. Why, I'll, I'll eat my hat if they-- My hat! My umbrella! Oh! Oh, gracious! I've fot to fet those things back tonight! Roquefort (climbing out of oats): Why that [spits] sneaky, crooked [spits], no good [spits] butler!

{fade to the truck with the cats} O'Malley: Anyone for breakfast? Toulouse: What breakfast? Marie: Where is it? O'Malley: Right under that magic carpet. But now we have to cook up a little spell. You know. Ready? [The kittens nod] O'Malley: All right. First, to make the magic begin, you wiggle your nose and tickle your chin. Now you close your eyes and cross your heart And presto, breakfast a la carte. [O'Malley takes the rug off a can with creme] Marie: Hooray! Toulouse: We did it! Berlioz: Look, mama, look! [They all eat creme] Duchess: Why, mister O'Malley, you are amazing! O'Malley: True. True. [The driver sees him in the rearview mirror] Driver (stopping the truck) Sapristi! [O'Malley jumps on his head and screeches] Sacre bleu! Thieves! Robbers! Mangy tramps! [Cats run, driver throws things at them] Take that! And that! Duchess: Oh! Oh, what a horrible, horrible human. O'Malley: Well, some humans are like that, Duchess. I've learned to live with 'em. Toulouse: I'mm show him. [he snarls, hisses, and spits] O'Malley: Hey, cool it, you little tiger. That guy's dynamite. Toulouse: But he called us tramps! Duchess: Oh, I'll be so glad when we get back home. O'Malley: That's a long way off, so we better get moving. [Kittens jump on rails] Toulouse: Gee whiz! Look at that bridge! Come on, let's play train! Duchess: Now be careful, children. Toulouse: Marie's the caboose. [she gives him a look] All aboard! [The kittens walk on a rail] Choo-choo-choo-choo-choo-choo-choo-choo-choo-choo. Whoo-whoo! Choo-choo-choo-choo-choo-choo-choo-choo. Whoo-whoo! Toulouse: Clickety-clickety-clickety-clickety. Whoo-whoo! [Real train whistle blows] Duchess: Oh no! O'Malley: All right, now don't panic. Down underneath here. [The hide under the rains hugging each other. When the rain passes, Marie is down in the river] Marie: Mama! Duchess: Marie! Oh, Marie! O'Malley jumps: Keep your head up, Marie! Here I come! [Duchess runs up a branch hanging over water] Duchess: Thomas! Thomas, up here! [He throws Marie to Duchess and continues down the river] Toulouse: Gee, Marie, why'd you have to fall off the bridge? [Marie pokes tongue at him and then the kittens follow Duchess] Duchess: Thomas? Oh, Thomas! Take care! Thomas: I'm all right, honey, don't worry. I'll see you downstream.

{cut to the geese walking} Amelia: What beautiful countryside, Abigail. So much like our own dear England. Abigail: Oh, indeed, yes. Amelia, if I walk much farther I'll get flat feet. Amelia: Abigail, we were born with flat feet. [They both laugh] Abigail: I say, look over there. [The see O'Malley who leaves his log and bites a twig] Amelia: Oh. Oh, how unusual. Abigail: Fancy that, a cat learning how to swim. [O'Malley, holding a twig, paddles closer to the shore] Amelia: And he's going about it all the wrong way. Abigail: Quite. We must correct him. [They swim towards him] Amelia: Sir. Sir? You are most fortunate we happened along. Abigail: Yes. We're here to help you. O'Malley (through clenched teeth) Oh no, back off girls, I'm doin' fine. Abigail: First, you must gain self-confidence by striking out on your own. O'Malley: Go away! I'm trying' to get to shore. Amelia: You will never learn to swim properly with that willow branch in your mouth. [O'Malley gets his hind legs on some rock] Abigail: Indeed not. Amelia: Snip, snip. Here we go. O'Malley opens the mouth: Don't do that! [He splashes wildly] Abigail: You're doing splendidly. Amelia: And don't worry about form. It will come later. Abigail: He takes to water like a fish, doesn't he? A very enthusiastic-- [O'Malley tugs on their tailfeathers, they shiek] Amelia: No! Now, this is no time for fun and games. [They laugh, watching bubbles coming from where O'Malley was.. Laughing fades] Abigail: Gracious me. You don't suppose-- Amelia: Oh yes. Yes, I do. Bottoms up! [They turn over and look underwater, then turn back] Both: Deeper! [Kittens and Duchess run to the shore] Toulouse: Look mama, there he is! Abigail: You really did quite well for a beginner. Duchess: Oh Thomas! Thank goodness you're safe! Abigail: Keep practicing. Amelia: And toodly-pip! Toulouse: Can I help you, mister O'Malley, huh? O'Malley gasps: Help? I've had all the help I can take. Duchess: Oh mademoiselles, thank you so much for helping mister O'Malley. Amelia: Of course, my dear. But first, introductions. Abigail: Yes. We british like to keep things proper. [They laugh] Amelia: Now, I am Amelia Gabble, and this is my sister-- Abigail: Miss Abigail Gabble. Amelia: We're twin sisters. Abigail: You might say we're related. [They laugh] Amelia: Oh, how silly! Duchess: Oh, how nice. I never would have guessed. Berlioz: Look! They got rubber feet. Toulouse: Yeah. Abigail: We're on holiday. Amelia: For a walking tour on France. Abigail: Swimming, some of the way. Amelia: On water, of course. [They laugh] Duchess to wet O'Malley: Thomas, this is Amelia and Abigail Gabble. O'Malley: Yeah honey. Get those two web-footed lifeguards outta here! Duchess: Now, now, Thomas. O'Malley: Okay, okay baby. Hiya, chicks. [Geese laugh] Abigail: We're not chickens. We're geese. O'Malley: No. I thought you were swans. [Duchess gives him a look] Amelia: Oh, flatterer Abigail: Your husband is very charming and very handsome. O'Malley rolling on his back: Well, uh, you see.. I, I'm not exactly her husband. Amelia: Exactly? You either are or you're not. O'Malley licks his paw: All right. I'm not. Geese: Oh? Hmm? Amelia: It's scandalous. Abigail: He's nothing but a cad. Amelia: Absolutely, possibly a reprobate. Abigail: A roue. His eyes are too close together. Amelia: Shifty too. Abigail: And look at that crooked smile. Amelia: His chin is very weak too. Abigail: Obviously a philanderer who trifles with unsuspecting women's hearts. Marie: How romantic. Duchess: Please, please, let me explain. Thomas is a dear frend of ours. He's just helping us to get to-- O'Malley: Come on, Duchess, come on. Let's get out of here. Well, girls, see ya around. We're on out way to Paris. Abigail: Oh, how nice! We're going to Paris ourselves. Amelia: Why don't you join us? Duchess: I think that's a splendid idea. O'Malley: Oh, no. Amelia: Now, ah, you stand here, dear. And uh, let's see, you take this position. Abigail: Duchess, you'll do nicely here. Amelia: Yes, very good. Abigail: And you dear, you take this place. Now that leaves mister O'Malley. Amelia: Oh, we can't leave him, can we? Abigail: Mister O'Malley, I think you should be the rear end. Ready everyone? Now think goose! Forward, march! Berlioz: Mama. Do we have to waddle like they do? Duchess: Yes, dear. Think goose. Amelia: When we get to Paris, you must meet uncle Waldo. O'Malley: Waldo? Amelia: Yes, he's our uncle. Now that leaves mister O'Malley. Amelia: Oh, we can't leave him, can we? Abigail: Mister O'Malley, I think you should be the rear end. Ready everyone? Now think goose! Forward, march! Berlioz: Mama. Do we have to waddle like they do? Duchess: Yes, dear. Think goose Abigail: When we get to Paris, you must meet uncle Waldo. O'Malley: Waldo? Amelia: Yes, he's our ucnle. We are to meet uncle Waldo at le Petit Cafe. Duchess: Le Petit Cafe? Oh, that's that famous restaurant. Ah, c'est magnifique.

{fade to Le Petit Cage} Chef: Sacre blue! Ow! Oh! He bit my finger! Get out! Go! Go! Get out! Scram! [Waldo runs outside] Chef: Good riddance! [Waldo without tailfeathers puts his hat on, sighes and hiccups] Abigail: Why, why, it's uncle Waldo! Waldo: Ahh! Abigail! Amelia! My two favorite nooses! Amelia: Uncle Waldo. I do believe you've been drinking. Abigail: Oh dear! What happened to your lovely tail feathers? Waldo: Girls, it's outrageous! Why, you won't believe what they tried to do to your poor old uncle Waldo [hic] Look. Look at his! Prime country goose a la provencal stuffed with chestnuts and basted in white whine [hic] O'Malley: Basted? He's been marinated in it. Waldo: Dreadful! Being british, I would have preferred sherry. [Three geese laugh] Waldo:	Sherry! Sherry. Amelia: Oh! oh, oh, oh uncle Waldo, you're just too much. Abigail: You mean he's had too much. Amelia: Abigail, Abigail! Abigail: Yes, yes? Amelia: We best get uncle Waldo to bed. Waldo: Why, I say there, now, what's all the whis-whispering about, huh? Amelia and Abigail: Shh, shh! Waldo: Now, now, now, now, girls, girls! Don't shush your old uncle Waldo! Why you'll, you'll wake up the whole neighborhood! Abigail: Shh! No! Waldo: Whoopee! Neighborhood! Abigail: Come to sleep, uncle Waldo Amelia: Oh, yes, I think we'd better be going. Waldo: Oh, righto, girls. Birds of a feather must [hic] together. Abigail: That's stick together. [They waddle off, Waldo singing and the other geese shushing him] O'Malley: You know something? I like uncle Waldo. Duchess laughs: Especially when he's marinated!

{fade to stables} Roquefort: Frou-frou, here comes Edgar! Frou-frou: Hurry, Roquefort, hop aboard the motorcycle and for gooness sakes, do be careful! [Edgar appears with a fishing pole and in squeaky shoes] Edgar: Frou-frou, tonight operation catnapper will be completed. Wish me luck. Fisherman's luck. Roquefort: Bye, Frou-frou! Whoop! [Roquefort soon falls off the motorcycle]

{fade to windmill and the dogs} [Edgar's squeaky shoes wake up Napoleon] Napoleon: Lafayette! Lafayette! Listen. Lafayette: Oh, shucks, Napoleon. That ain't nothing byt a little old cricket bug. Napoleon: It's squeaky shoes approachin'. Lafayette: Oh, cricket bugs don't wear shoes. Napoleon: Hush your mouth. Let's see. They're oxford shoes. Size nine-and-a-half. Hole in the left sole, it sounds like. Lafayette: What color are they? Napoleon: They are black - how would I know that? [Edgar takes off the shoes] Napoleon: Hey, now the squeakin' has stopped. Lafayette: I still say it was a little old cricket bug. Napoleon: I'm the leader. I'll decide what it was. It was a little old cricket bug. Lafayette: I'll see ya in the morning, Napoleon. [Edgar tries to pick his hat from Napoleon, but it falls on Lafayette] Napoleon: That's my hat, I'm the leader! Lafayette: Well, shoot fire. Don't get sore at me! I ain't done nothin'. [Napoleon sleeps with his paws over his hat. Edgar scritches his side] Napoleon: Ooh, whoo, heh. Mmm. ohh. mm. ooh, oh, heh. oooh! Mm-mm.. that feels good, Lafayette. Lafayette (asleep) that's all right. Napoleon: Mm-mm. ooh.. ooh! A little lower and faster there. Lafayette (asleep) I'm scratchin' as fast as I can. Napoleon: Right there. That's good. Oh. ooh, ooh! [Edgar picks the hat by teeth and hids in the hay] Napoleon sinks back: Ooh. [Edgar lifts the cat basket where Lafayette slept in and lets him slide to Napoleon] Lafayette: Mmm. It's warm and, mm-mm, cosy. [Edgar pulls on his umbrella and it makes the horn blow. Edgar falls on them] Napoleon: Hey! Lafayette: Ahh! Napoleon: Wha-wha-what's goin' on? Lafayette, what in tarnation you trying to do? Lafayette: Oh, I get blamed for everything. Napoleon: Wait a minute! Where's my hat? Where-- and somebody stole my bumbershoot! Lafayette: Well, where's my beddie-bye basket? Napoleon: And whoever it is, is gonna get it and get it good. Lafayette chuckles: This time I get the tender part. Napoleon: Hush your mouth, now come on. [Lafayette steps into Edgar's shoes and walks] Lafayette: Hey, Napoleon! Ooh, it's them shoes again. Napoleon: Yeah, yeah, I hear 'em. Lafayette: Napoleon, I'm plumb goose-pimply scared! Napoleon: Now this is no time to turn chicken. I got a feelin' this case is gonna bust wide open. [Lafayette hits Napoleon, they run and hit each other] Lafayette: D-d-d-did you see him? Napoleon: No, no, he sneaked up behind me and tailgated me. Lafayette: Well, he didn't hurt me, he hit me on the head. Napoleon: Shh! Listen! Sounds like a one-wheel-- ooh. Lafayette: A one-wheel what? Napoleon: You're not gonna believe this, but it's a one-wheeled haystack. Hey, there it goes1 Come on! After it! [They jumps into hay with Edgar and fight] Lafayette: I got him, I got him, I got him, I got him! Napoleon: Ow! That's me! Napoleon: Get him, get him, get him, get him! [Edgar escapes with his things] Lafayette: Well, c'est la guerre, Napoleon. I guess you can't win them all. [Napoleon hits him on the head] Ow! Ooh, ooh, ooh! Criminiddly!

{fade to Paris rooftops} Duchess: Thomas, Madame will be so worried. Are you sure we can't get home tonight? Marie: Mama, I'm tired. Berlioz: Me too, and my feet hurt. O'Malley: Look baby, it's late, and the kids are bushed. Toulouse: I'll bet we walked a hundred miles. Berlioz: I'll bet it's more than a thousand. Duchess: Now, now, darlings. Cheer up. Mister O'Malley knows a place where we can stay tonight. Toulouse: How much farther is it, mister O'Malley? O'Malley chuckles: Keep your whiskers up, tiger. It's just beyond the next chimney pot. Well, there it is. My own penthouse pad. It's not exactly the Ritz, but it's peaceful and quiet. [Trumpet blows] Oh! Oh, no. Sounds like Scat Cat and his gang have dropped by. Duchess: Oh. Friends of yours? O'Malley: Uh-huh. Yeah. They're old buddies and the're real swingers. Duchess: Swingers? What is a swinger? O'Malley: You know. Uh, not exactly your type, Duchess. Maybe we'd better find another place, huh? Duchess: Oh no, no, no, I would like to see yor pad, and meet your Scat Cat. O'Malley: Well, okay. [They look down from a roof window] O'Malley: Hey, Scat Cat! Blow some of that sweet stuff my way! Scat Cat laughs: Well, looky here! Big man O'Malley is back in his alley! Swing on down here, daddy. O'Malley: Lay some skin on me, Scat Cat, yeah! Italian Cat: Buona sera, paesano! English Cat: Welcome home, O'Malley! O'Malley: Duchess, this is the greatest cat of 'em all. Duchess: Oh, I'm delighted to meet you, monsieur Scat Cat. Scat Cat kisses her paw: Likewise, Duchess. You're too much. Duchess: Oh, ho, ho. You are charming! And your music it so-- so different. But so exiting. Berlioz: It isn't Beethoven, mama, but it sure bounces. Scat Cat chuckles: Say! This kitten cat knows where it's at! Marie: Knows where what's at? Scat Cat: Well, little lady, let me elucidate here. Scat Cat:			Everybody wants to be a cat Because a cat's the only cat Who knows where it's at O'Malley: Tell me! Everybody's pickin' up on that feline beat 'Cause everything else is obsolete Scat Cat: Strictly high-button shoes. O'Malley:			A square with a horn Makes you wish you weren't born Scat Cat:			Everytime he plays. O'Malley:			But with a square in the act You can set music back Scat Cat:			To the caveman days [scats] O'Malley:			I've heard some corny birds who tried to sing Scat Cat:			Still the cat's the only cat Who knows how to swing Russian Cat:			Who wants to dig a long-haired gig And stuff like that O'Malley and Scat Cat:		When everybody wants to be a cat A square with a horn Makes you wish you weren't born Every time he plays O'Malley:			Oh, a-rinky-tinky-dinky O'Malley and Scat Cat:		With a square in the act You can set music back To the caveman days Marie:				Oh, a-rinky-dinky-tinky O'Malley:			Yes, O'Malley and Marie:		Everybody wants to be a cat Because a cat's the only cat Who knows where it's at				When playin' jazz he always has A welcome mat O'Malley, Marie, Scat Cat:	'Cause everybody digs a swingin' cat Chinese Cat: Oh boy, fellas! Let's rock the joint! Russian Cat: Ha-ha! Groove it, cat! [music and dance] Chinese Cat:			Shanghai, Hong Kong, Egg Foo Young Fortune cookie always wrong That's a hot one! O'Malley: How 'bout you and me, Duchess? Duchess: Yes. Let's swing it, Thomas. Toulouse: Groovy, mama, groovy! Scat Cat (giving trumpet to Berlioz): Blow it, small fry. Blow it. Chinese Cat: Boy, he blew it Italian Cat: But he was a-close. [more music and dance, untill Duchess plays a harp] Scat Cat: Mmm. O'Malley: Beautiful Duchess:			If you want to turn me on				Play your horn, don't spare the tone And blow a little soul into the tune O'Malley:			Let's take to another key Scat Cat:			Modulate and wait for me				I'll take a few ad-libs and pretty soon The other cats will all commence Congregatin' on the fence Beneath the alley's only light Duchess:			Where every note is out of sight [Scat cat returns to jazz] All gang:			Everybody, everybody, Everybody wants to be a cat! Scat Cat: Hallelujah! All gang:			Everybody, Everybody, Everybody wants to be a cat! I'm tellin' you! Everybody, Everybody, Everybody wants to be a cat! Yeah! Everybody, Everybody, Everybody wants to be a cat! Mmm! Everybody, Everybody, Everybody wants to be a cat! Hallelujah! Everybody, Everybody, Everybody wants to be a cat!

{fade to Duchess putting the kittens to sleep} Berlioz:			Everybody wants to be a cat Marie:				Because a cat's the only cat Who knows where it's at Toulouse:			Oh, yeah! Duchess: Happy dreams, my loves. [She joins O'Malley on the roof] O'Malley: I'll bet they're on that magic carpet right now. Duchess: They could hardly keep their eyes open. Ah. Such an exiting day. O'Malley: It sure was. And what a finale. Duchess: Thomas, your friends are really delightful. I just love them. O'Malley: Well, they're kinda rough, you know, around the edges, but if you're ever in a ham, wham, they're right there. Duchess: And wham, when we needed you, you were right there. O'Malley: That was just a lucky break for me, baby. Duchess: Oh, thank you so much for offering us your home. Oh, I mean your pad. It's very nice. O'Malley: Well now, wait a minute. You know, this is the low-rent district, remember? Duchess: No, no, no, I like it, well, uh-- well, all it needs is a little tidying up and, well, maybe a little feminine touch. O'Malley: Well, if you're applying for the job, well-- Marie to Berlios: Goody. Mother's going to work for mister O'Malley. O'Malley: Boy, your eyes are like sapphires. Gee. Huh. That's pretty corny, though, huh? Duchess: No, not at all. Any woman would like it. Oh, I, I mean, even little Marie. O'Malley: Yeah. All those little kittens, Duchess. I love 'em. Duchess: And they are very fond of you. Berlioz: Yeah! Marie: Shh! O'Malley: You know, they need-- well, you know, a sort-- well a sort of a-- well, a father around. Duchess: Oh, Thomas, Thomas, that would be wonderful. Oh, darling, if, if only I could. O'Malley: But why can't you? Duchess: Because of Madame. I-- I could never leave her. O'Malley: But-- but Madame is-- well, she's just another human. You're just her house pets. Duchess: Oh no, no, we mean far more to her than that. Oh, sorry my dear. We just have to go home tomorrow. O'Malley: Yeah. Well.. I guess you know best. And I'm gonna miss you, baby. Huh, and those kids. Gee, I'm gonna miss them too. Berlioz: Well, we almost had a father. Toulouse: Yeah. Let's go back to bed. O'Malley: Good night, Duchess. Duchess: Good night, Thomas.

{fade to morning, outside the mansion} O'Malley: Hey! Mee-oww! What a classy neighborhood. Dig these fancy wigwams. Duchess: Wigwams? O'Malley: Are you sure we're on the right street? Duchess: Yes. Yes! Let's hurry, we're almost home. Roquefort: Duchess! Kittens! Hallelujah! They're back! Oh, no! Edgar! I've got to do something quick! Edgar: Edgar, old chap, get used to the finer things of life. Someday they're all going to be yours, you sly old fox. [Roquefort ties his shoelaces together and wine cork from Edgars bottle hits Roquefort] Roquefort: Oh, he got me! Berlioz: Hooray! We're home! Marie:	Wait for me, wait for me! Me first! Me first! [They hit the closed entrance and grunt] Berlioz: It's locked. Marie: Come on, let's start meowing. [They meow] Edgar spits the wine out: It can't be them! Roquefort: The kittens! Don't come in! Go away! Away! Toulouse: Look! There's Roquefort Kittens: Hi Roquefort! Berlioz: He's sure glad to see us. Duchess to O'Malley: I don't know what to say. I only wish that I-- O'Malley: Maybe a short, sweet goodbye would be easiest. Duchess: I'll never forget you, Thomas O'Malley. Bye. O'Malley: So long, baby. Roquefort to kittens: Don't come in! Look out for Edgar! [Edgar lets them in] Edgar: Duchess, wherever have you been? Roquefort: Look out for the-- [Edgar catches the cats] --sack. O'Malley: Well. Guess they won't need me anymore. Edgar: You came back. Oh. It just isn't fair. Madame: Edgar! Edgar, come quickly. Edgar: Coming, Madame, coming. [he throws the sack into an oven] I'll take care of you later! Madame: Oh, Edgar, they're back, I heard them! Hurry, hurry, let them in. Duchess? Kittens? Come here, my darlings. Where are you? Come on. Edgar: Uh, allow me, Madame. Here, kitty kitty kitty kitty kitty kitty! Here, kitty kitty kitty kitty kitty kitty kitty! Roquefort to cats: His name is O'what? Duchess: His name is O'Malley. O'Malley! Marie: Abraham de Lacy Giuseppe Casey! Duchess: Oh, never mind! Run! Move! Go get him! Roquefort: Yes, yes! I'm on my way! Toulouse: I told ya it was Edgar. Berlioz: Aw, shut up, Toulouse. Madame: Oh, it's no use, Edgar. I'm afraid it was just the imagination of an old lady. But I was so sure that I heard them. Edgar: I'm so sorry, Madame. Roquefort runs after O'Malley: Mister O'Malley! Hey! Stop! Duchess! Kittens! In trouble! Butler did it! O'Malley: Duchess and kittens in trouble? Look, you go get Scat Cat and his gang of alley cats. Roquefort: A-a-alley cats? But I'm a mouse! O'Malley: Look, I'm gonna need help. Roquefort: You mean you want me? O'Malley: Move! Tell him O'Malley sent you and you won't have a bit of trouble. Roquefort (in alley): No trouble he said. Well, that's easy for, uh, for what's-his-name to say. He's got nine lives, I've only got one. Scat Cat: What's a little swinger like you doin' on our side of town? Roquefort: Oh please! Uh, I was sent here for help by a cat. Scat Cat: This is outrageous! This is crazy! [Cats laugh] Roquefort: B-but honest! He told me just to mention his name. Russian Cat: So? Start mentioning name, rodent. Roquefort: Oh, now, wait a minute, fellas. D-d-don't rush me. His name is O'Toole. Scat Cat: I don't dig him. Strike one. Roquefort: Oh, ooh, O'Brien. Scat Cat: Strike two. Roquefort: Oh, boy, You believe me, don't you? English Cat: Keep talkin', mousy. Roquefort: How about O'..Grady? Scat Cat: Mousy, you just struck out. Any last words? Roquefort: Why did I listen to that O'Malley cat? Scat Cat: O'Malley! All: O'Malley! Scat Cat: Hold it cats! This little guy's on the level. Roquefort: You're darn tootin' I'm on the level! Italian Cat: Oh, We didn't mean-a to, to rough a-you, squeaky! Roquefort: Don't worry about me! O'Malley needs help! Duchess and kittens are in trouble! [Cats run] Scat Cat: Come on cats, we gotta split! Roquefort: Hey, wait for me! You don't know the way!

{cut to stables} Edgar: Now, my little pesky pets. You're going to travel first class. In your own private compartment. All the way to Timbuktu. And this time, ha, you'll never come back. Oh, no, we've got to hurry. The baggage truck will be here any moment now. [O'Malley and Frou-frou start fighting Edgar, then the other cats join in] O'Malley to Roquefort: Over there! They're in the trunk! [Roquefort tries to open the code lock] Roquefort: QUIET!! [He unlocks the lock and then the fight continues] O'Malley: Everybody, outta here, fast! Edgar: You're going to Timbuktu if it's the last thing I do! [The fight ends with Edgar in the trunk] Truck driver: Well, Mac, this must be the trunk, eh? Mac: Yup, and she goes all the way to Timbuktu. Heave.. ho! Toulouse snarls and hisses: Meow!

{fade to evening, Madame's mansion} Madame: Now, my pets, a little closer together. Good. Good. Look, Georges. What do you think? Georges: Very good. Very good. But I think we should get on with the will. Madame: Yes, yes, of course, but you know what to do. Georges: Very well. Scratch one butler. Madame: You know, Geroges, if Edgar had only known about the will, I'm sure he never would have left. Duchess, how wonderful to have you all back. [She combs O'Malley] And I think this young man is very handsome. Shall we keep him in the family? [Kittens meow] Of course we will. We need a man around the house. And, Georges, we must be sure to provite for their future little ones. [O'Malley gulps] Georges: Of course. The more the merrier. Madame: Now don't move. Smile. Say cheese. [Cats smile] Roquefort: Did somebody say cheese? Madame: Thank you. Now, run along downstairs. There's a surprise for you. [Music plays] Georges: Adelaide, what's that music? Sounds like a gang of swinging hepcats. Madame: That's exactly what they are, Georges. They're the start of my new foundation. Georges: What foundation? Madame: My home for all the alley cats of Paris. Cats:					Everybody, everybody, Everybody wants to be a cat! Everybody, everybody, Everybody wants to be a cat! Frou-frou:				Everybody, everybody, Everybody wants to be a cat! Waldo:					Everybody - whopee! Everybody wants to be a cat! Cats:					Everybody, everybody, Everybody wants to be a cat! Lafayette: Hey, Napoleon, that sounds like the end. Napoleon: Wait a minute, I'm the leader, I'll say when it's the end. It's the end. THE END Toulouse: Oh, yeah! SCRIPT CREDITS Typed by: Sergei Zubkov, FDCMuck Cubbi cubbi@comp.chem.msu.su, cubbi@org.chem.msu.su, 2:5020/315.17@Fidonet French part of "The Aristocats" song courtesy by Philippe Videcoq (videcoq@infonie.fr)

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