Author's notes: Okay, first off, this disclaimer and stuff applies to the entire story. CATS and the original CATS characters (Old Deuteronomy, Grizabella, etc) and concepts all belong to RUG, Andrew Lloyd Webber and T.S. Eliot, who came up with it to begin with. The actors from the video mentioned in the fic belong to themselves (do I actually have to ask to put them in a fictional story, anyhow?), and all the other Jellicle/Pollicle/etc characters belong to me, Kyra. Hopefully, any feedback (even flames, if you want) can be sent to mystoflare@hotmail.com, where you'll most likely get a reply. Hope you enjoy this!

"Okay, five minute break, everyone!" the director shouted.

As the cast got up and moved around, Michael went to a corner where he was able to relax for the duration of the break. After a minute or so, Jacob sat down next to him with a smile on his white face and a camera in his hand.

"Taking more pictures again, are you?" the gray-eyed actor asked his friend.

"Well, I'd certainly want to remember this, wouldn't you?" Though Michael shrugged, Jacob laughed at his fellow actor. "Tell you what, I'll get copies of these pictures and send them to you after this all over, how about it?"

Despite his role as Mistoffelees, Jacob was a bit more sociable, at least, and Michael couldn't help smiling thinking about that.

"Jacob, I'll remember this well enough without pictures, I assure you." Michael told his friend.

"Mister Gruber? Someone left this for you."

Michael and Jacob looked up at the young woman who spoke. Sheila handed Michael a clean white envelope, blowing a lock of tan-yellow hair out of her face in the process. While Michael awkwardly opened the envelope, Jacob turned his attention to Sheila's strange companion, Colleen.

"Colleen, how are you today?" Jacob asked as he petted her like a dog. Then again, the strange young woman wouldn't have it any other way. "Rrrrr, rrrr." was Colleen's only answer as she rubbed against Jacob's legs in the same manner that a cat would.

"Jacob, you know she doesn't understand English. The only human languages she understands and speaks are a Japanese dialect and an obscure language pre-dating Rome." Sheila laughed at him.

Colleen then sat next to Michael and pawed at his knee with a distinctly questioning "Rrrrh?".

Michael shook his head and put the envelope and it's contents on the seat to his other side. "It's just...just gobbledegook. I can't make heads or tails of the writing."

Colleen left him alone while the other three began talking. Looking at the paper and envelope, Colleen picked it up in her mouth, and was just backing away when Michael gripped the other end.

"Colleen, let go. It's not a toy." Michael said as he gripped the envelope with both hands.

"Grrrrr, rrrr, owr." Colleen managed around the paper.

"Michael, let it go. She just wants to see it. I have her toys, she knows to come to me if she wants something to play with." Sheila tried to pry his hands from the envelope.

"But..."

"*Now*, Michael." Sheila said in a tone of warning.

Michael let go and the paper and envelope dropped to the floor. Colleen pawed at it, without the manual dexterity of a human, there were some things she couldn't do. She looked up at the actors with big innocent, strangely-colored eyes, and a loud "Rrrrrrrmh?"

Jacob picked up the paper and unfolded it. He raised a black eyebrow when he saw it and looked at his friend sympathetically.

"I don't think any of *us* can read this writing. It's just a bunch of pictures." Jacob said, handing the paper over to Sheila.

Sheila opened up the paper and looked at it. "It's hieroglyphics. Ancient Egyptian writing. Colleen could probably understand it." Turning the paper over to her friend, Sheila set an affectionate hand on her friends shoulder.

"Mrrrow, Mrrrow, Mrrrowh?" Colleen said. Looking over the paper, she smiled and made a gesture to her friend.

"You want something to write with?" Sheila asked. When Colleen nodded, Sheila handed the girl a piece of paper and a pen, with which she began scribbling.

When Sheila looked at the paper, her eyebrows shot up, and she clapped a hand over her friend's mouth. "Don't start now, got it? Wait until you're alone, otherwise you'll get into trouble."

Colleen nodded and Sheila let go of her face.

"Alright, people, back into your places, and let's get going!" the director shouted.

Michael got up and stretched, looking at the two strange women, he was about to ask about what was going on, but the look in Sheila's eyes, the right one was hazel while the left, green, told him that it would be better not to ask.

The rest of the day pretty much went without any problems, though they did have to redo some scenes, as some actors made rather humorous mistakes and such.

After bidding the others goodnight and making sure he did some other things, Michael headed to his temporary apartment near the theatre. While he though he was going to have a relatively peaceful night, he kept feeling rather uneasy.

And with good reason. When Michael reached his apartment, the first thing he noticed was the door. The wood was scarred with deep gashes that looked like it was made by human hands, or a human-sized creature, especially around the doorknob.

As he carefully opened the door, Michael noticed the inside of the apartment was dimly lit, enough so that he could make out general details, though as far as he remembered, it should have been pitch blackness now. After a moment, his eyes adjusted to the light, and Michael noticed that the floor was littered with a trail of colorful shredded paper, bits of cotton and feathers, as if someone came in with a shredded magazine, a torn pillow and something else. Carefully making his way in, Michael flicked on every light switch he could find, and with the last light on, he dropped the bag containing his costume and his jaw at the sight which met him. On his bed was what he would have thought was a young teen girl dressed in a CATS costume. However, there was no belt connecting the tail to the body, the details of the fur were very visible, and he was unsettled when he could see the pink insides of her ears as they twitched. Strangely, this creature was looking at what was either a magazine or an illustrated book as it lay on it's stomach, and didn't seem to notice him yet.

As Michael tried to hide in the shadows, he took in the strange appearance of this creature. It was a cat-creature, that much he could tell, with a definitely human form in outline and proportions. She seems to have a white base coat with a golden overlay, not unlike Demeter, though with a different coloring, she turned the pages of the book with human hands, but the lower arms, he preferred to think of them as paws, were white, her feet and lower legs, hindpaws, rather, were black, there was also a black stripe extending from her black nose on the end of a short muzzle to the tip of her tail. A white stripe, not a blaze, covered her chest, and probably her belly as well, her legs were orange, as were her cheeks, which looked just like his face did when Michael had the Munkustrap makeup on. He also noticed that what he took for black spots on her coat were really, as far as he could see, asterisks, four-pointed stars, lightning bolts, possibly what were hyphens, hearts, smiley faces, musical notes and exclamation points. The white and gold ears twitched and the female cat-creature looked up with the strangest eyes Michael had ever seen. For while they were like the eyes of a regular cat, the coloring of the eyes was just like Colleen's. The left side of the left eye was green, the right side of the left eye was gray, while the colors of the right eye were blue, on the left side, and brown, on the right.

Michael recoiled from the intensity of the gaze, tripping over a box as the cat-creature neared him, tilting her head in that same manner as Colleen. Then, a thought entered his mind unexpectedly, saying that this *was* Colleen, that Colleen, the strange feral woman, was really this strange cat-creature.

When Michael was backed up to the door, the cat-creature blinked her strange eyes at him, before unexpectedly rubbing her head under his chin. Then, she sat on her hindquarters and pawed, not stratched, at the door, as if wanting to be let out.

"I can't open the door. What if someone sees you?" Michael asks the female creature. She just gave him a silent pleading look that was definitely Colleen's look.

Opening the door, Michael quickly shut it as soon as she left. Almost immediately, there was a loud sound, like a mass of people saying a single word, only there was that feline element in most of the voices. In four, he thought there was a canine element.

In shock, exhaustion and disbelief, Michael fainted onto his bed as he thought he heard a voice. A voice, saying "You've come too far, now you must complete it. Just remember this time, remember it."

*** "Mister Gruber!" Michael woke up to the sound of someone pounding on the door. He was vaguely wondering about the sight he'd seen the night before as he reached the door.

"Mister Gruber, the make-up lady told me to get you, Mister Garrat had his make-up finished fifteen minutes ago, and she was wonderin' where you were. You'd better get going if you don't want a lecture from one of them." Sheila told him. Colleen, next to her, yowled in agreement and butted his legs from behind before she sat back next to Sheila outside.

"I'll be there in a few minutes. Thank you, Sheila." Michael told her. Sheila nodded and left with Colleen.

When Sheila and Colleen were alone, sitting near the set, they began a strange conversation.

"Rrrrrr-owr, owr, rrrrh, mrrrrowr?" Colleen said. Sheila rolled her odd-colored eyes.

"No, remember that it really is a *symbolic* dance, he just brings her into adulthood so she can choose a life-mate. Besides, don't forget about our tribe. We don't even *need* toms to reproduce, and we also allow Pollicles into it." Sheila said.

"Rrrrr, rooooooowwlll?!" Colleen questioned loudly.

"No, no, no!" Sheila stamped a sneakered foot on the floor. "Remember, they lose that 'innocence', then they choose a mate for life. Bast decides when they've found their mate, and it's then that she lets the queen go into full-fledged heat, when they can carry kittens. Besides, we all know how much she *hates* the tom, it's just like it's been generations before, except no one told the kittens who *not* to breed with, so the tribe died in a decade. Besides, we know who the Glamour Cat is supposed to be reborn as, don't we, and it can only be a kitten of the white cat and the magician, remember?" Sheila sighed.

"Mrrrow, Mrrrow, Mrrrow? Prrrr..." Colleen said, as she began rubbing against her friend.

"And remember, we both know about the child's plans for them. The question is how difficult she'll make it for herself and us. Just remember that the main difference between them and us is that they have one mate for life. And we all know who the real mate of the white cat will be." Sheila said.

"Sheila! Colleen!" Jacob came up to the two women.

"Good morning, Jacob. Nice rest last night?" Sheila asked.

"All except for some noise at midnight. You'd have thought every cat in the city was in heat." Jacob said. Colleen began to snicker until Sheila softly kicked her in the leg.

"Jacob! Go check on Michael, will you?" shouted one of the crew.

"I'll talk to you two again later." Jacob sighed and got up.

Sheila watched Jacob leave before she smiled, revealing two fanged canines in her mouth.

"Now, we'll get some who won't be noticed until much later. Colleena, you get Bryn, you can handle him better than I could." Sheila told her friend.

"Purrowr?" Colleen asked.

"You know, they always say it's the quiet ones. And Frank won't be a problem, not for me, anyhow."

Had anyone been around, they would have thought themselves insane when the two women began to change their forms. Sheila turned into a golden cat-woman with a white stripe down her belly, her legs were silver, her hindpaws orange, and she had a black stripe from her nose to the tip of her tail, and black markings in her fur in the forms of crescents, five-pointed stars, diamonds, plus-signs, spirals, cat pawprints, teardrops, question marks and peace signs. She smiled as she left to get the first man. Colleen went through a similar transformation. She was the cat-creature Michael had seen the night before. He just didn't really know it yet. Colleen purred and smiled to herself before she raced off to find her assigned prey in the studio.

*** "Kind of boring right now, huh, Frank?" Bryn asked his friend. They were watching the filming of the 'Mungojerrie and Rumpleteazer' number, which was pretty funny, since Jo and Drew kept messing up, though the director didn't lose his temper yet.

"Yep." Frank got up and stretched out. Walking around, he thought he saw a shadow skitter away from the set. Curiousity getting the better of him, he slowly followed it, but every time he neared it, the shadow skittered away again.

"Purrrowr, Mrrrowr. Hissss!"

Frank turned and gasped at what he saw. As the creature grabbed him and pulled him into the shadows, he barely had time to shout before he disappeared into the shadows.

"Frank?" Bryn heard the actor shout, and came to investigate the noise. Finding nothing, he was ready to turn back when he found himself face to face with a cat-creature that was his size, and female.

"You always were a fool at that, Mister Walters. Perhaps a change is in order, hmm?" the creature asked.

Bryn screamed as the cat-creature clapped a prehensile paw over his mouth, and a swirling whirlwind of blue and green light filled his vision before he was knocked unconscious.

*** "No, Colleena, they're not going to be in heat *that* often. Remember, multiple mates means far too many kittens, half of them die before adulthood, too many mouths to feed, and too much inbreeding. That's what killed them off the first time, and that's why she's trying again."

Bryn's eyes snapped open and he looked around to see two cat-creatures, he recognized the one that grabbed him, and noticed that they were in a huge tent, like the sort at a circus.

"Besides, we have to make some...alterations, to make sure that they don't hurt themselves by mating with the wrong tom or queen. They'll know they've found their life-mate because the kittens would be born alive and perfectly healthy, and, provided nothing fatal happens to them, survive to breed further."

Bryn recognized Frank, cowering in the corner and shaking like a leaf in fear. He'd apparently been awake for longer than him, and he looked across the tent to see a glowing golden cocoon, he was shocked to realize that he knew who was in it. It was none other than Sir John Mills, making him wonder who it was at the studio in John's form.

"Ah, good, I see they're awake."

Bryn's eyes snapped back to the cat-creature who grabbed him. He wasn't as scared as Frank apparently was, but he felt very uneasy, especially considering that he was looking at a cat-woman about Rosemarie's height, the height of the tallest woman in the cast.

"Who...who are you?" Bryn asked, beginning to visibly shake as fear took control of him.

"I'm afraid I can't tell you that now, Mister Walters. You see, the moment you agreed to be in the video, you've gotten yourself into something rather important, especially to our," here, the tall cat-woman gestured to herself and her friend, on all fours, "race."

"Prrr, Mrrr, prrruh, prrruh. Rowr! Rowr! Mrrrowrh!" yowled the other cat-woman.

"So impatient. Tsk, tsk, tsk, Colleen." the tall cat-woman said. With a rising feeling of dread, Bryn listend to the voice, and he realized this cat-woman sounded just like Sheila, the strange woman who took care of the feral girl, Colleen. Then, he also realized that the cat-woman on all fours was Colleen herself, which scared him even more.

A flash of blue light scared him again, this time, however, as the light continued to surround him, Bryn found himself unable to move, his arms were at his side, his legs were dangling, his head was facing straight forward, he couldn't even blink.

"Now, we'll have to place the proper alterations in him, he's one of the more difficult to seperate, since there's *him* and the Hidden Paw." Sheila said, a thoughtful look on her muzzled face.

"Rrrrr, rrrr. Rrmh, owr, mrrrowrr?" Colleen asked. ,p> "Yes, of course, set the timer to seperate the two halfway through the transformation. That will have to happen." Sheila nodded.

Inwardly, Bryn screamed as he felt his mind melting and reforming, as if a glass blower was molding his mind like a mass of hot glass. In the blink of an eye, the pain was gone as soon as it had started.

"I've already made sure to reduce the attraction to the white cat, and instead directed that to her sister. They'll have kittens, after all, and he'll have a daughter later with someone not even his species, both of them, really. Also, let's strengthen that attraction towards his own gender a bit, all tomcats have that much, at least."

When the cat-woman was through him, Bryn watched the same thing happening to Frank, though Frank wasn't put through half as much pain as he was. That much was visible from his eyes.

"Now, we'll put them aside, turn off most of the human minds for good, and let them loose at midnight after we get the rest of them." Sheila said.

"Purrrowr, mrrrowr. MrrrrROWrrr!" Colleen said.

Bryn only had time to gasp before his mind was almost entirely submerged in darkness, with only the barest thread of his memories still present. Then his physical eyes closed, and so did everything else in his human mind. He began to abandon his humanity to face whatever he had in store in the future.

***

Sheila worked carefully with Colleen for the next few days. Each day, a few more actors were taken to their place, that strange circus-like tent, and were replaced with such exact doubles that no one could tell the difference, sometimes, Sheila and Colleen even got themselves confused. However, someone apparently suspected something.

"Sheila!" Jo Gibb called to her during a break. "Sheila! I wanted to ask you something."

"If it's about John, I'm the wrong person to ask, Jo." Sheila held up her hands with a smile.

"How'd yeh know I was going to ask 'boot that?" Jo asked with a raised eyebrow. Sheila just shrugged.

"Anyhow, he seems to be acting a bit strange lately. You didn't notice anything odd about his be'avior?" Jo asked in her typically Scottish accent.

"Not that I could see, but then, he tends to stay away from us. You know, since he keeps expecting Colleen to attack him and all..." Sheila said. Jo looked rather troubled.

"Well, thank you, anyhow. I guess I'll go look for him now."

As soon as Jo was out of sight, Colleen put her hand on her friend's knee and began talking.

"Rrrrr, rrrr. Mrrrowm, prrruh, prrruh. Rrrrrr-owr, mrrr-owr-rrm." Colleen practically began yowling towards the end of her words. "I wouldn't worry about, she's going today, along with Tony. Don't worry, she won't remember anything as Jo Gibb, I promise, that'll be taken care of." Sheila patted her friend on the head softly.

Over the next few days, all of the actors were taken and replaced, thankfully, this went off without a hitch, and no one suspected a thing. For the most part.

***

"Well, we're almost done. With the spell in place, we just have to wait until midnight, now. When the time is right, just a push of power, and things will start, and hopefully proceed the way they should. Besides, it's not like they're going to remember everything that happened, in fact, they should have their original memories replaced with those of their counterparts. And the five will, hopefully, be split halfway through the transformation, it's the only way for that to happen, you know." Sheila said.

"Prrruh, prrruh, prrrrrmh." Colleen scratched at the glowing cocoon holding Michael, the cocoon pulsated blue light with alarming regularity. "Yes, it was difficult, I doubt I was even able to completely submerge his human mind." Sheila looked at the American actor thoughtfully. "Still, I think the only thing he'll remember is a name, and hopefully, I've been changing things so much in there that he won't remember where it came from, or know why it's so familiar to him. At least, we could hope."

Colleen's gold-and-white ears flattened to the side of her head, her white whiskers went forward, and she hissed loudly at the human man contained within the cocoon.

"Well, I'll have to check to make sure they're not getting suspicious, Aristalorum's the only one who knows, and I hope that senile fool of a tomcat, Grovester, hasn't been getting any ideas. Colleena, you stay here and keep watch. Call if anything happens, the tribe's just over the hill, you know." Sheila left her friend in the tent with the humans in the glowing cocoons of light.

Colleena-Coreena again flattened her ears and hissed at the cocoons. She knew it had to be done, but that didn't mean she had to like the job. Trampling the grass underfoot, she turned in a circle three times before settling down. Curling up around herself, she opened her brown-and-blue eye for a moment before shutting both of them completely and falling asleep, the only sign of life from her was the twitching of her black, gold and white tail.

In one of the cocoons, a pair of gray eyes opened and the face was illuminated in the eerie light of the cocoons.

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