Update: revised and edited 19th Feb 2018

A/N: A tribute fanfic to one of the most memorable cartoons of my childhood. I used to watch it as a kid, and re-watched it again recently as an adult, and came to fully appreciate the witty script and humor.

Cartoons like Top Cat teach me how animation isn't only about the technical drawing of motion - it's the story and character design that really carry the show. The script is clever and the characters are distinct and well-developed. And if it's still clever even today, then that's 'classic' to you.

And then there's that 60s air - how can you not love it?

This is the first fanfiction I wrote for the series. I started in 2012, and it's still ongoing albeit slowly. Chapter 11 will be up very soon after editing.

Warning – this story is darker than the original show.

.

.

.

.

.

.

.

.

.

.

oOoOoOoOoOo

Chapter 1 - Sickness Comes In Many Forms

For a while, it was the talk of the neighborhood; how Spook's parents were hunted down and killed in cold blood.

Very few knew what really happened, and if one ignored the wild rumors, and turned a deaf ear to the stories tossed around by gossiping neighbors, they'd see that the real events underneath were so bare-boned it made the tragedy all the crueler. Reasons are usually so simple yet so powerful.

It was like one of those old TV crime series. Spook owed a shady character some doe. He couldn't gather the money fast enough, and the deadline passed. The gangster thought Spook was feigning stupidity. He brought his boys into the equation. How do they punish the little wise guy for not paying up?

Make Mom and Dad pay it for him instead. Parents must be there for their kids, right?

The murder of Spook's parents affected the laid-back beatnik more than anyone could have imagined.

Avenging his poor parents became all he could think about. All he could talk about. The schemes, the games, the beat clubs, the nights out had no meaning anymore, not when all he could see in his mind were his parents' miserably battered bodies.

Not even his best friends in the world could snap him out of his hateful obsession. He couldn't remember Top Cat ever being so adamant to make him do something. His leader had tried everything to steer him off the vengeance road. Had Spook been in his right mind – had this not been about his own Ma and Pops, he would have listened. He had never doubted Top Cat.

Top Cat always knew what to do, what to say, and how to turn the Stupid Switch off. Had Spook been in his right mind, he would have been touched by his boss's protectiveness.

Only once he killed the miserable creature that had tortured his parents could he consider going back to his old life (which now seemed unreal, and so far away) amongst the gang. But until that day came, he did not owe Top Cat any kind of obedience.

Not because he was ungrateful…but because Top Cat was not his leader anymore.

In a strange twist of fate, he had found himself the newest member in a sinister gang of dangerous cats. But, he learned all too quickly that this gang was no friendship ring.

Their leader was a cold-blooded killer.

Secretive, never doing a job himself, but rather moving his subjects like a chess player, he had expressed an interest in the green-pelted feline as soon as the story had reached him. He had extended an invitation, welcoming the alley cat into his ranks, saying that they had a lot in common; that the enemy of your enemy was a friend.

G.P., as he was known on the streets and amongst all cats, happened to want the leader whose henchman had killed Spook's parents dead. Their goal – as he called it – was the same.

And so Spook, in the heat of the moment, had joined the network.

It was not lost on Spook, as rationality slowly started coming back to him, that G.P. was an even nastier individual than the rumors portrayed. It became apparent very quickly to the grieving cat that if he wanted to protect his old friends, he would have to sever ties with them - disappear completely from their lives. G.P. had never taken in Spook out of sympathy. In fact, he hardly cared if this particular cat could even help with the termination of Old Fast Paw and his band of clowns. He had an eye on something else - something much more important.

Spook was merely a pot of information on another influential cat in the city: Top Cat.

oOoOoOoOoOo

No one danced the line quite like Top Cat. He was no hardcore criminal, but he was infamous for his connections and talent for getting his way. Charm and quick wit were his weapons; connections and friends were his reap, all the while managing to stay just half a step ahead of the NYPD.

When you live on the streets, life becomes one big network of owing and being owed. It doesn't matter whether you're chums of not; it's just the way the boat sails.

Through friends, or mere acquaintances in his debt, Top Cat managed to always get a sketchy idea of the general whereabouts of his missing gang member, for Spook had kept his stupid promise, and vanished from their lives.

Things dragged on like that for nearly three months…until Top Cat got very sick.

It was no gag – not that time it wasn't. The shocking reality of T.C. being genuinely ill alarmed everyone who knew him, most of all Officer Charlie Dibble. Top Cat rarely succumbed to or allowed display of any form of weakness. The doctors could not find anything wrong with him. The only explanation they could come up with was 'depression'.

Depression.

That one word scared Dibble more than if they had said typhoid, or the black plague. Top Cat never let anything get to him. The thought of him depressed was more depressing than anything the cop could think of.

Having a soft spot for that delinquent and his bunch made his job so…impossible, sometimes.

Dibble had known Top Cat and the others for years. He'd heard the terrible news about Spook, and being the soft-touch he actually was underneath the tough-cop exterior, he worried for the disappeared cat. He worried for Top Cat himself even more.

He had tried more times than he could count to ask where Spook had disappeared so suddenly, but Top Cat would not say. It wasn't apparent at first, but as the days went, even the blind could see that something was wrong with the yellow-pelted feline's peace of mind. Then his sudden descent into sickness confirmed everyone's concerns.

Dibble hated that he was starting to get scared. Top Cat was not ripping anybody off. He was barely eating, and it showed in his thin, tired frame. And he was still not talking. No matter how hard Dibble tried to tell himself that it was not his business, that T.C. was adult enough to take care of himself, he could not ignore it. Paranoid scenarios started filling his head, and it is exactly at times like that that the brain decides to retrieve its oddest, most buried memories, as if to ensure there would be no rest.

It was a strange thing to remember; Dibble had not thought about his mother's neighbor for many years. She had long since passed on. He remembered Mrs. Sherm, the old widow who used to live in the apartment three stories above his old childhood home, and how she would often visit his mother to escape her own loneliness. She was a nice old lady, but she talked too much.

Whenever she came around, she would bring a full plate of her homemade cookies and those were about the only reason he - a young boy of 9 at the time would tolerate sitting with the two women in the living room for more than ten minutes. She always had stories to tell, but nothing he would care to listen to or remember. That is, until his mind decided to retrieve Mrs. Sherm's resentment of her cats, who – she had said – left home one night and never came back. Not a goodbye and not a thank you. Just like that.

He had not understood then, and he still did not understand. The fact that something in this world was causing T.C. of all persons to finally slip filled him with an angry protectiveness he wasn't sure he knew where it had come from. He was angry at Spook; angry at whatever it is the cat had done to make his friends go through this. Angry that he just up and left.

He was angry at himself, for feeling useless, for being unable to do his job. But what could he do? Top Cat wouldn't say anything, and his gang loyally followed suit on the code of silence.

It scared Dibble more than he would admit – the idea of coming to the alley one day to find T.C. gone, just like Spook.

oOoOoOoOoOo

It was Tony who made Top Cat a little better.

The kindly middle-aged man strolled through the alley one afternoon while Dibble was trying to provoke any kind of response from an uncaring T.C.

Dibble turned to Tony helplessly, and the man nodded in understanding.

"Top Caa', folks are sayin' you haven' been feelin' okay for a while.."

Dibble knew Top Cat liked Tony very much, though he wasn't really sure why. But boy, was he glad for it.

The cat looked around at Tony and his face lit up a bit. "Tony, my good man! Finally out, eh? Now tell me; what was so interestin' in that tincan apartment of yours that kept ya two weeks away from the world? Probation? What were ya up to without us?"

Tony laughed. "I was sick, too. I never got cheecken pox when I was a leetle boy," he explained with a grin. "I'm all okay now, and I know just the ting te perk ye up, amico!"

And he snatched T.C. up in his arms like a house pet (Top Cat's face was mortified) and started walking away, not heeding Top Cat's wriggling in the slightest. Dibble stood staring after them, and T.C.'s four feline dependents glanced at each other before trotting off after the man.

"He-ey! Tony, are ya nuts?! Put me down!"

"I take you to Mama an' Pappa in ole country!" they heard the man say happily.

"Put me down Tony! I'm not goin' anywhere!"

"Come on, you goin' to like my parents! Dey always wanted to look at shou!"

"Look at me? Whaddya mean, look at me? Did ya tell 'im ya saw me in a zoo?!"

"Stop feedgeting so you won' fall!"

"I said lemme go! Who's gonna take care of the boys?"

"Wha' boys?"

"My boys, the gang! Those guys can't feed themselves if the food danced naked in front of 'em!"

"True, sir," Choo-Choo nodded vigorously.

"Can we all come to Italy with ya, Mr. Tony?" Benny begged. The four cats looked up at him with big eyes.

Tony beamed. "Family home would be alive again after many years! Old Mama would cry tears of joy...her boy brings friends home! And Papa would make you help him with de farm!"

"Oh boy! Wait…we're gonna hafta work..?"

"Thanks, Mr. Tony we'd love to!"

"No we wouldn't, Benny! Have you all flipped?"

"Uh-uh, T.C, you're being very un-democratic." Choo-Choo pointed out.

"Choo-Choo-!"

"Pack our suitcase, will ya Brain?" Fancy interrupted loudly, looking over his shoulder at their young friend.

"Duuh, one suitcase comin' up!" and said cat was gone in a whirl of orange.

Dibble did not see Tony or the cats for four weeks. He hoped they were having fun, and he hoped T.C. was getting better. For though he loathed admitting it, his job did get lonely without them.