Author's Note: Duchess/Thomas/Marie/Berlioz/Toulouse belong to Walt Disney Studios. The children/story belong to me ^^ Enjoy and review!

The fire was crackling in the fireplace, sending warm currents of air over Duchess' snowflake coloured back. Her mate, Thomas, purred as the warmth hit him as well. In her dazed state she felt him nuzzle up behind her, his ginger head resting next to hers. His tail wrapped around her fluffier one and in that moment, everything was perfect. That is, until it was interrupted by one nagging thought.

"Thomas, where are the children?"

Her mate sighed, his head reluctantly lifting off the ground to do her bidding. It returned to its original place soon after.

"Christie and Marcus are jumping on the chair cushion, Berlioz is watching them, Toulouse is at the piano with some cats, and Marie . . ." he hesitated. Duchess patiently waited him out. She knew he would crack at some point.

"Marie is with that alley cat again." Duchess groaned. Not Leonard! He had arrived at Madame's cat sanctuary the week before, and since then Marie had been at his side constantly. It was still hard to comprehend that her daughter was old enough to find a mate. Why couldn't she have at least picked someone good enough for her? Then again, she really couldn't say anything because Thomas used to be an alley cat as well. It would be most unseemly to protest about the calico's background, especially since Marie was a sharp cat. She would argue about it and most likely win.

The older cat raised her head and looked over to where her white kitten was. Marie seemed to be laughing about something, maybe a joke Leonard had told, while the alley cat was eating away at some catnip. Duchess rolled her eyes in exasperation.

"Young love, the thing just sneaks up on you, huh?" Thomas commented, rubbing his head against hers affectionately. Although theirs hadn't exactly been young (she had had three kittens at the time!), it certainly had snuck up on Duchess.

She chuckled in acknowledgement. "Yes, it certainly does." Duchess gazed down affectionately at her mate before glancing around to see where her youngest kittens were.

Christie and Marcus were only five months old but had the energy of their father. Christie was a patchwork of white and ginger fur while Marcus was a startlingly bright white, almost like an angel's wing. They both had their father's yellow eyes as well. Duchess had been overjoyed to find she would have another litter and Thomas was more than excited to add more to their brood, but Duchess suspected this would be her last litter. She hadn't been young when she had her first litter and she doubted Madame would want any more kittens. She already had more than enough thanks to the strays.

"I should go see if they're hungry. I have not fed them since breakfast." Just as Duchess was about to get up and check, Thomas' large paw pressed down on one of hers, keeping her from moving.

"Awe, come on Duchess, I'm sure they'll come over here when they are. They're having fun, let's not ruin it for them. Besides, you need some rest. That storm kept both of us up last night with the kittens." Thomas did make a valid argument. The mother looked over at the kittens once more before settling down beside her mate again. The alley cat licked her cheek sweetly, glad to see she hadn't put up much of a fight, and laced his tail with hers once more.

Duchess sighed, her eyes drifting shut as the voices of her children echoed around her. She hoped there wasn't another storm that night. The next day the family would be going for a carriage ride and Duchess certainly could not doze there!