A/N; It was kind of weird writing this because I live in Paris XD I don't know what to think of this outcome, but I hope you'll enjoy it! Aristocats is a really beautiful movie, so I hate to see it so underrated in the Fanfiction world. :[

All I need is you by my side

*Ding Dong, Ding Dong*

The clock eventually struck nine o' clock and Madame Adelaide sighed in relief. It was finally bed time. They had been padding around Paris all day—trying to prove to Thomas (Duchess's new mate and the male cat of the family), that he was safe and sound and no longer had to worry about doing things on his own. He had been promoted to life on a cushion, and at the same time, he was unlocked from his cage of worry.

He hadn't been willing to let go of his befriended family, especially Duchess. They had all become something to him, and all he consulted was to spend his life with them—and become a father figure to Duchess's kittens. Madame Adelaide ran her discerning, ravishing fingers over Thomas's head, forcing a slight purr to slip out of his throat.

The cat-lover smiled brightly. "I'm glad you've adjusted to this family, Thomas," she gladly shared. "A male cat is all we need in our household."

Suddenly, the madame felt a slight tug on the rear of her lavender-coloured dress, stressing two little kittens—ginger and black—who were Duchess's male kittens. They pulled their faces, revealing a rather jealous emotion that tensed up their inside. What about them? Didn't she want them, too?

Duchess shot both of her kittens a glare. A short act of discipline and display of disappointment. The scolding mother wore a look: Can you be any ruder?

Before the boys could react, they were scooped up by the madame, who released her bright smile again. She tickled them each on the nose; chuckling as they both sneezed afterwards. "And of course, we need you kittens, too! How can we not?"

Another wave of jealousy came from Marie. She rapidly galloped up to the madame's feet, pouncing into her arms and nuzzling her chest. With all three kittens in her arms, Madame Adelaide rocked them gently—knowing they slept quicker that way.

Duchess sauntered up to her new husband, nuzzling up to him and affection and wearing a big smile that showed him she was happy to be with him. Small purrs slipped both of their throat. Thomas hadn't regretted even once to saving them from that pesky servant. In fact, his bravery resulted in a new home and family—one that he loved to bits. Bursting his cloud of thoughts, Duchess stuffed her soft and furry head under her mate's chin, mumbling something afterwards.

"Hm?" Was Thomas's word that displayed some confusion. "What did you say, Fluffy?" He had nicknamed her Fluffy—such an affectionate name!

"You know I love you, right?" she said with some concern.

"Why, of course!" Thomas exclaimed, pulling away from her in surprise. "I love you, too!"

Duchess nodded slowly. "Oh... It's just..."

Thomas hurried her a little. "C'mon, Fluffy," he hurried. "What's bothering you?"

"Before we were captured, it seemed as if I didn't want you to live with us," she replied. "I seemed... rude. It was bothering me that I 'pushed' you out of the door when we were bidding our goodbyes before you saved us."

Thomas hesitated. She was really sweet for thinking that. But it was quite offensive as to what she had done. That didn't matter anymore, though. She had owed him by becoming his mate and living with them. He had forgiven her long ago. And he knew she didn't mean to do such a thing. "Oh, Duchess," he started. "I have forgiven you a long time ago. And it's not like you meant to do it. You have apologised to me by allowing me to become your mate and live with you!"

Duchess smiled slightly. "You really are a sweet cat," she complimented, blushing. She found herself putting her head down since she was so shy. Thomas shook his head and used his finger tip to bring her chin up.

"And you are a sweet Duchess," he replied back with the same gentleness and softness. "But, you don't have to be shy of your mate."

"I don't want to sleep yet," Duchess said quietly after a few moments of silents. Both of them gazed at the minimised moon, tucked in a large blue sky, congested and layered with blankets of stars.

"Me neither," Thomas agreed, erecting onto his paws. "Let's go on a walk."

Duchess and Thomas strolled through the beautiful city, Paris, in complete love and happiness. The two felines couldn't help but beam at each other—Thomas especially. They skipped through many restaurants; meals catching their eyes and other cats that remained in baskets underneath the tables. Duchess sighed.

"My, that does look quite satisfying," she told Thomas.

"Satisfying? What do you mean?" It seemed the alley cat was getting the wrong idea. Duchess chuckled, still blushing.

"Oh, no, Thomas!" She exclaimed through laughs. "I mean the croissants! The last time I had one was a few moons ago." She instantly added. "But I see what you mean. I... Um... I wouldn't mind being so passionate with you."

Thomas flushed with embarrassment. "Uhh... You really think that—"

"Why, of course! You're my mate, now. You shouldn't feel so embarrassed!" Duchess scolded playfully, referencing her words from Thomas's previous sentence. "And, the kittens are asleep, it's night and we're away from home!"

Thomas shrugged. "Well, let's get lost in the night."

Duchess liked the sound of that. Of course, it was her second time—but only in ages. It was the first time in moons that she had exchanged her innocence for a daredevil game such as breeding. And she was sure this one would be passionate and full of love—not extreme and forced upon her like the previous time.

Quickly, the parents treaded into the silent and humid forest—which consumed slumbering animals, and the best place for them to get away. Duchess slipped into the bush and watched Thomas struggle in.

"This is your first time?" Duchess inquired. She gasped once she realised this question was quite personal. "I'm sorry... I—"

"No, it isn't." Thomas interrupted sadly. Duchess winced.

"Oh," she worded. "I'm sorry for asking something so personal. I'm not being a good mate right now, am I...?"

Thomas shook his head. "Duchess, darling, you need to stop apologising," he said solemnly. "It's fine to have a bit of curiosity. And, as my mate, you should know everything about."

Both felines exchanged a warm smile.

Madame Adelaide gently swatted the last kitten into her long fingers, holding it up in front of her profile and planting a small kiss on its forehead as if it was her child. Marie blinked, a tiny meow rippled from her throat - triggering her eyes to finally close.

"...And goodnight to you, Marie."

She placed the kitten in the small kitty-basket with her siblings, pulling the beautiful, red curtains that embroidered the outing of the basket. The old woman looked up out of the window a few inches away from her large king-sized bed, her eyes sparkling to the sound of the glistening stars that symbolised the burning night sky.

Another warm smile was drawn across her face. "I really hope Thomas fits in here at home," she told herself. "Perhaps we'd even have a second generation!" She chuckled at that. Closing the white curtains that concealed the bedroom for the night, the madame lifted the bottom of her blue night gown, stepping into the bed with her eyes barely opened.

She placed her sleep mask over her eyes, sighing in relief as the long day had ended. The sound of mewing cats had transitioned into snoring ones, and soon her own snoring could be heard.

"Marie! Toulouse!" Berlioz bellowed, loud enough for his slumbering siblings enough to hear, though not so loud that the madame would hear.

Marie jerked her eyes open, clearly annoyed that she was disturbed from her slumber.

"Hey, just because I'm the last one to be put to bed, doesn't mean I'm the one who's less sleepy!" she ranted.

Toulouse woke up in a shock, awaiting speech from his twin brother. After what seemed to be a long journey, the kittens were finally atop of the attic window, observing the rolling stars and the intense moon. Finally, Berlioz began his speech.

"I heard the madame say that... there was going to be a second generation!" he exclaimed, watching as his wo admired siblings sat here with wide eyes.

"I don't know what that means but—"

"You fool!" Marie interrupted Toulouse, hitting her paw on the top of his head. "It means that Thomas and Momma will have kittens!"

"Kittens?" Toulouse and Berlioz repeated confusedly in unison.

"Yes, like us!" Marie seemed to be overjoyed at the news. She stuck out her chest and beamed. "I'd be a great older sister..."

The ginger and black male kittens looked at each other in what seemed to be confused expressions. "But... what if... if... we don't get any attention anymore?"

Marie spat in laughter. "Of course we'll get attention! We always get attention. Besides, what could be better than having little siblings?"

Toulouse added. "I guess it can be a lot of fun... I can teach them how to paint!"

"-And play the grand piano!" Berlioz added excitedly.

"No, that's boring. They should be taught how to sing... with me as their teacher."

"Shut up, Marie!" Berlioz instructed, leaping onto his twin sister, triggering several growls and snarls to ripple from both of their throats. Marie extended a claw, attempting to scratch her brother.

"Kittens!" it was a familiar voice.

Berlioz was held by his nape, and gently placed on the roof. He looked up and blinked. "Thomas?"

Duchess threw all three kittens a rather disappointed look. "Shouldn't you be asleep?"

"Yeah, but well! We found out you're having kittens!" Marie exclaimed elatedly. Duchess and Thomas looked at each other chuckling, allowing the kittens to sink in disappointment.

"Oh, keep dreaming, Marie," Duchess replied, still chuckling. Both adult cats barged the youngster's by their rear. "Off to bed now, you three."

It only took a second before Toulouse noticed that Duchess and Thomas beamed at each other...