travelling across the rooftops of the city, the cats meet o'malley's friend scat cat and his musicians, who perform the song "ev'rybody wants to be a cat". after the band has departed, o'malley and duchess converse on a nearby rooftop while the kittens listen at a windowsill. here, duchess' loyalty to madame prompts her to decline o'malley's proposal of marriage. duchess and the kittens return to madame's mansion, but edgar places them in a sack and prepares to ship them to timbuktu; they direct roquefort to retrieve o'malley. he does so, and o'malley returns to the mansion, instructing roquefort to find scat cat and his gang. the alley cats and frou-frou fight edgar, while roquefort frees duchess and the kittens. at the end of the fight, edgar is locked in his own packing-case and sent to timbuktu himself, never to be seen again. madame adelaide's will is rewritten to exclude edgar, with madame remaining ignorant of the reason for edgar's departure. after adopting o’malley into the family, madame establishes a charity foundation housing paris' stray cats (represented by scat cat and his band, who reprise their song).