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Lily, a ten-year-old latchkey kid, lives in apartment 3B. Two of the other neighbors on her floor are friendly. But Mr. Freeman in apartment 3D is mean and ugly. So are his four cats who continually yowl and irritate everybody in the building.

When Mr. Freeman suddenly dies, all of the neighbors and the landlord want to ship the cats off to the S.P.C.A.

But Lily remembers a single act ... More

Lily, a ten-year-old latchkey kid, lives in apartment 3B. Two of the other neighbors on her floor are friendly. But Mr. Freeman in apartment 3D is mean and ugly. So are his four cats who continually yowl and irritate everybody in the building.

When Mr. Freeman suddenly dies, all of the neighbors and the landlord want to ship the cats off to the S.P.C.A.

But Lily remembers a single act of kindness shown her by Mr. Freeman. She remembers his love for the four ugly cats. They were his family; he gave them a home. Lily refuses to let the cats be destroyed.

"You have three days," the landlord tells her, "before the apartment will be rented."

Like a true heroine in a fairy tale, Lily sets out to accomplish the impossible: to find new homes for the cats nobody wants.