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{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]

Clayton: Whoa! Don't taste it.

Edgar: 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 the hindpaws]

Marie: We are 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

Isabelle: (sings in Marie's voice) Every truly cultured music student knows

Marie: (sings) 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: (sings) If you're faithful to your daily practicing

Alexander: (sings in Berlioz's voice) You will find your progress is encouraging

Berlioz: (sings) Doe me so me doe me so me fa la so it goes

When you sing your scales and your arpeggios

Marie: (sings) 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]

Celeste, Flora, Isabelle, Beaver, Goose, Lady Rataxes, Snail, Rita, Franklin's mother, Harriet, Duchess and Marie: (sing) 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 hear 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: Who are you, my new friends?

Franklin: My name is Franklin. And this is Snail. And these are my other friends, Bear and Beaver. And this is my sister, Harriet, and Granny and my parents. 

Goose: My name is Goose. 

Fox: I'm Fox. 

Rabbit: I'm Rabbit. 

Skunk: My name's Skunk. 

Badger: My name's Badger. 

Raccoon: I am Raccoon. 

Slyly: They call me Slyly. 

Leonard: I'm Leonard. 

Babar: I am Babar, King of the Elephants. And this is my wife, Celeste and our children, Pom, Flora, Alexander and Isabelle. 

Rataxes: I am Lord Rataxes. And this is my wife, Lady Rataxes and our son, Victor. 

Klaus: My name is Klaus and this is Dany. 

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 have 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 Berlioz's dish] Just a few dunks. [He eats half of the cracker] Mm. Ooh. Very good. My compliments to the chef.

Flora: (in Marie's voice) Mm! This is yummy!

Roquefort: Mm.. Delicious! [He finishes the cracker] Double delicious! This calls for another cracker. I'll be right back.

Beaver: Oh. (in Dorothy's voice) I'm so sleepy.

Goose: You're right. I am sleepy as well.

Leonard: (in Cowardly Lion's voice) Come to think of it. Taking a nap would be bad.

[Berlioz yawns, Roquefort goes slower, yawns, and falls asleep]

Roquefort: So, that's... creme... de la creme... a la Edgar.

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