Authors Note: This fanfiction is not intended for kittens! Those who are easily offended or shocked should leave now - I don't want to get sued or anything! There's also some warping of character, but considering the plot... Okay, are y'all out of the way? On with the fic!

Victoria's voice came to the Tom as in a dream - or a nightmare. "I'm sorry, Misto, really I am, but it just isn't working. I love Plato. Not you."

The last of Mistoffelees' possessions were tossed out into the unforgiving Junkyard ground and he gathered them up sadly, sparing one glance only for the reinforced shoebox which served as Victoria's home. Then he walked out of the safety that the Junkyard gave, not caring where he might go or who he'd run into. Not caring whether he lived at all.

Ten minutes later, he found himself held helpless in Macavity's lair.

"Well, look at what we have here," sneered Macavity, "the one and only Conjuring Cat. You won't disappear on us this time, will you, Jellicle?" The last was spat out as if it were a curse.

Mistoffelees looked weakly up at the imposing, wild-furred tabby, and something inside him made a connection. This was the Cat he needed, not stupid, soft Victoria. He needed a Tom who could see to it he wasn't pampered or cared for excessively, one who would treat him strictly but with care. Giving a soft smile, he replied bravely, "No, Macavity. I won't disappear, I want to stay here."

For a moment Macavity faltered, but he recovered before his idiotic henchCats could notice anything. "Very well," he grinned evilly, "then let's test your resolve. Bert, Ernie, let him go."

The two henchCats promptly complied, leaving Mistoffelees standing alone to rub his bruised forelegs. Then, before anyCat could react, the magical Cat ran up the steps to face Macavity - and embraced him, giving a quick nuzzle to go with it. He crept back down then, taking his former position between Bert and Ernie.

All three of the evil Cats' jaws hung open at this open display of affection. Mistoffelees' tail flicked back and forth nervously, waiting for a reaction, whether it be good or bad.

Finally, after several tense minutes, Macavity stood up, to add impact. "Take him to his quarters. I have to think." The two henchCats shook off their shock and led Mistoffelees off down the hallway.

The Napoleon of Crime sat down in his makeshift throne heavily and began to consider the Jellicle's strange behavior. He had been found wandering alone, not far from the Junkyard's boundaries, and hadn't put up a fight when he had been captured. Unmistakably, he was upset, maybe even suicidal.

But why this affection, the adoration Mistoffelees had shown him? Macavity was not ruthless, he possessed morals and feelings... and so, obviously, did Mistoffelees. Everything about him, even his smile, had felt absolutely and perfectly genuine.

Even so, there was another thing Macavity had felt, a need... Mistoffelees' need of him? Absurd! Preposterous! Why would the original Conjuring Cat suddenly have need of the Hidden Paw?

Mistoffelees prowled around his "quarters", a room with just the basics in it. There was a pile of rags in the corner for a bed, a dish of water and some dead mice hanging on the wall. Cautiously, he tried the door, surprised to find that it was unlocked. But he didn't want to go anywhere - to go back to the Junkyard was out of the question, and he had no humans who would be missing him. Mistoffelees' only choice was to stay.

Which gave him time to consider, to find a reason for his own conduct. Mistoffelees had embraced Macavity as he would a close friend, or - he gulped at the prospect - a mate.

Which brought to his mind Victoria... angry tears forged a path down the young Tom's face as he thought of her. She could have told him before they had become involved that she had taken an interest in Plato! Perhaps this whole situation was for the best, though.

All the Queens had been taken by this time: Grizabella was gone; Jellylorum and Jennyanydots had Skimbleshanks and Bustopher Jones; Demeter had Munkustrap; Bombalurina had finally joined up with Rum Tum Tugger; Cassandra and Victoria had gotten Alonzo and Plato to go for them; of course, Tantomile and Rumpleteazer were with Coricopat and Mungojerrie; and the three other kits had split off with various other Toms. All the others were too old to stay with Queens anymore, except Mistoffelees himself.

So there was nothing left for him to return to. Staying with Macavity remained the best choice all around, and besides, the Napoleon of Crime might begin to like Mistoffelees in return...

Even though he didn't know why these thoughts were coursing through his head, Mistoffelees curled up in the bed of rags contentedly. Slowly, he drifted away into a peaceful sleep, filled with dreams of him and Victoria... who gradually changed into the image of Macavity...

Mistoffelees was awakened forcefully the next morning when a brutish Abyssinian Tom threw the door open. "Follow." he said curtly, then spun around and set off at a brisk pace without stopping to see if Mistoffelees was obeying. Of course, he did, seeing as he didn't know of any other choice and admitted to a bit of curiosity.

Eventually, the route they took led them to a brightly lit room of the kind Mistoffelees didn't think Macavity would have in his stronghold. It was Macavity's rooms, decked out in lavish colours such as violet and turquoise. Macavity himself was lounging on a beanbag chair in the corner, and noticed them immediately. He motioned for the imposing Abyssinian to leave, who shut the door behind him. Then he said, "Come in, sit down, Mistoffelees," while indicating another beanbag similar to the one he was reclining in.

Nervously, Mistoffelees sat down, gasping as the beanbag sunk underneath him to fit his contour. It took him a couple of moments to adjust to the material the beanbag was made of, but he sat up to face Macavity as soon as he was accustomed to it. "Well?" he asked, trying to conceal his nervousness with bold words, "What did you want, Macavity?"

Macavity didn't respond immediately, but lay there examining Mistoffelees. Finally, he spoke. "I've thought a lot about this, Mistoffelees, and I think I have come to a conclusion." He leaned forward in his beanbag, and took a dish of cream off of a nearby tray. "If you wish, I will let you stay with me. It seems you have nothing to return to - " Mistoffelees nodded sadly " - and would be a lot better off if you had a place to stay. I also need an heir, to the title of 'Napoleon of Crime'. So, what do you say to it?"

For a moment, Mistoffelees was speechless. He had expected to be yelled at, beaten, thrown out or maybe even killed, but never to be accepted. After a long moment's pause, he let a smile creep to his face and he gave Macavity a joyous nuzzle. "Of course I will, Macavity. I never wanted anything more."

"That was a good decision." a feminine voice said as Macavity led Mistoffelees out the door. The two of them turned almost in unison, surprised, but Macavity relaxed when he saw a Russian Blue reclining against the wall.

"Ah, Amaya." he said with a smile, holding out a paw. She accepted it and pulled herself to a full standing position. "What brought you to my side of the building?"

Amaya waved a grayish paw towards Mistoffelees. "Him, of course. You really think I would ignore such an... important... Cat coming into our midst? Do you know if you can trust him?"

"Yes. He's earned it, although I know you won't actually trust him until he's done something significant. Am I right?"

She smiled. "You know me too well, Macavity. You're right, I won't trust him with anything." Then she looked directly at Mistoffelees, saying, "I'll just warn you, the entire place is filled with eyes. We know your every move and thought, whether it's acted upon or not." The smoke Queen brought her attention back to Macavity, her nature changing in one fluid motion. "Ta-ta for now, brother," and she sprinted off down a corridor.

Mistoffelees looked after her for a moment, then turned back towards Macavity. He could think of only one thing, out of the entire 'discussion'. "Brother?"

Macavity shrugged and replied without looking at Mistoffelees. "We don't look much alike, but there's a lot of sibling affection here. Believe me, 'Maya's not one to tangle with; she's actually the mastermind behind most of our schemes. The sooner you prove yourself to her, the better."

The near-black Tom shook his head in confusion; this was not what the Jellicles thought back at the Junkyard. Instead of thinking about it further, he followed Macavity down the hallway and into a large dining hall where it appeared that all of his HenchCats and Henchrats were eating a late breakfast. Staring around the room in astonishment, he asked intelligently, "Huh?"

With a chuckle, Macavity pushed him further into the room. "Go on," he said, "they won't bite - not unless I tell them to, at least."

Nervously, Mistoffelees walked behind Macavity to a dais set low to the ground in the center of the dining hall. He waited at the base of the steps, glancing all around him, while the other Tom seemed to ready himself for talking to the occupants of the room.

"Attention!" Macavity snapped by way of an introduction. Conversation quickly died as everyone's heads turned toward him. He continued, in a more relaxed tone, "This is our newest member of the Family, Mister Mistoffelees." This earned the tuxedo Tom wary looks; most had heard of him. "I trust you will all treat him with the respect you would give me."

Nods went around the room, and everyone stayed in respectful silence, their heads turned towards the dais, until Macavity stepped down. "There," he said, "that should get you some more time. Come on, we can't wait all day to eat."

The wild-furred Tom led Mistoffelees to where a large brown rat was handing out food. They both got a plate of something that bore a faint resemblance to meat, and sat in what was apparently a position of honor at one of the larger tables. Macavity grinned fiendishly at the other across the table, then bent to eat. Shrugging, Mistoffelees did the same.

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