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.