{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.

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