A/N: Recently I found my Choo Choo keyring which I thought I had lost. It got me thinking about Top Cat and how it was one of my favorite cartoons growing up. I haven't watched it in a while, and I haven't seen the recent movies. I've never written for the Top Cat fandom, and I've created an OC who's at the center of this story. Saying that, it's given me a lot of pleasure to write over the last few days, and I post it in the hope that someone else might enjoy it too. Stay cool, cats, and thanks for reading.

"There are two means of refuge from the misery of life — music and cats."
― Albert Schweitzer

He's just a spiky yellow cat from the wrong side of the tracks. Sometimes he's alone, sometimes he's with his friends. On sunny days they sit on the fence, laughing and joking, warming their faces. You'd think they were on their own private yacht. You'd think they owned the world.

I see them, but they don't see me. Alice closed the drapes when her husband died and they've been that way ever since. I sneak behind them and onto the windowsill for my fix of the outside world. I long to join those cats; poor but happy, reveling in the simple joy of life.

But Alice needs me. She cries at night, tears soaking her pillow, and I curl up beside her, purring softly. This depth of emotion is something I've never experienced. She still calls me her fur-baby, but now her eyes are empty when they look at me.

The room is dark and muggy and the air is getting stale. I want to live outdoors like the spiky yellow cat. I want to sleep under the stars and eat fish bones from a trash can. I want to be chased out of someone's yard with a broomstick. I want a gang of faithful friends to laugh with and feel protected by. I've had the finer things in life, but I've never had such friendship and freedom as those happy cats enjoy.

A noisy clatter breaks the silence. I hop onto the windowsill in time to see the yellow cat dart from behind the fence and run across the street, dodging nimbly in and out of honking traffic. Behind him, the local police officer shakes his fist angrily. It's another familiar sight- they run rings around that poor man night and day.

I watch the frustrated cop for a while before my attention returns to the cat. I can't see him at first; I look left and right along the street, scared he's been hit by a car. Then suddenly I realize he's standing, bold as brass, right underneath my window. He's dusting himself off, straightening his hat, flicking his tail. He's looking straight at me.

It's too late to pretend I can't see him. His eyes are big and wide above a grin broader than the Cheshire cat's. Heat prickles beneath my snow white fur- I hope he doesn't see my ears turning red.

He tips his hat in greeting. It's the mark of a gentleman, and immediately puts me at ease. I smile shyly. Perhaps he's not such a ruffian after all.

We gaze at each other in silence. I envy him his freedom. I doubt he envies me anything; I must look like a wasp trapped in a storefront window. I rub the pane for a better look, wishing I could rub it into nothing.

There's a lull in the traffic and the cop comes running. The cat gives me one more cheeky grin before leaping into the air and sprinting away in a blur. Leaving the window and crossing the room, I see my reflection in a mirror. I've got a fluffy round head, a short little body, a tail not unlike the yellow cat's, and I'm wearing the widest smile I've ever seen on anyone.

In the days that follow, the whole gang starts waving at me from across the street. They show off on the fence, just for me. The pink cat pulls faces, the cheery little blue cat wriggles with delight, and the brown cat with the white scarf blows me kisses to make me blush from head to paw. And always, the yellow cat raises his hat and nods to me as though we share a secret.

Time drags on. Alice glides through the apartment like a shadow. I look at her with sadness.

"You can't mourn forever."

She twitches irritably. "Don't tell me what I can't do."

"You can at least open the drapes." I don't tell her it's for selfish reasons- so that I can see and hear my new friends more clearly.

"I don't want to open the drapes," she says tiredly. "It's too bright out there."

"But the sunlight will do you good! You don't have to go out in it. Just don't sit in the dark crying all the time."

"Please don't tell me what to do, Princess"- yep, I'm a white cat called Princess, original, eh? "I told you, I don't want to open the drapes. Besides, what do cats know about grief? You have nine lives, we only have one. It takes time to get over a death."

She goes into the kitchen and pours a drink. I don't care about her 'cats aren't like humans' remark because it's true. I've never grieved for anyone because I've never had any friends of my own kind. That is, until now.

I ease myself behind the drapes and climb up onto the sill. Across the street in the shimmering heat, the yellow cat sits with the green cat on the fence. As usual, the yellow cat tips his hat. The green cat waves and motions me outside. I shake my head sadly. The yellow cat shrugs as if to ask, 'why not'?

I look over my shoulder even though the drapes obscure my view of the room. I can hear ice cubes tinkling in a glass of something that will only make her cry more. I mime tears running down my face. I try to mime death but I probably look more like a stricken housefly who banged its brains out on the glass. But the two cats seem to understand. Their carefree mood darkens and I feel bad for making them glum. I may not know exactly what grief is, but already I know that it's contagious.

"Princess? Princess honey, where are you?" Alice's voice is tremulous- and a little whiny. I don't really want her to find me but she comes over to the window and peers behind the drapes. "There you are. I should have guessed you'd be in the window- you go on about it enough." Squinting against the sun, she follows my gaze to the two cats sitting on the fence. "Who are they?"

"They're my friends. I don't know their names, but we say hello every day."

Alice wrinkles her nose. "They look like alley cats to me."

"They are alley cats."

"Scruffy things." She huffs loudly and takes a drink. Whatever she's drinking, it stinks.

I leap to the cats' defence. "They aren't scruffy! They're nice. You should wave to them!" I wave to the cats but they're looking at Alice. I glance at her and stifle a gasp. For the first time I see her as they do- puffy and red from crying, her features blurry with drink, her uncombed hair a mess. I feel so bad for her right then. Bad and selfish for thinking of myself when I should have been helping her get better. Now I know why she didn't want to open the drapes. Because she would have seen the stark and horrible truth- that life goes on no matter what.

For the next few days I stay away from the window and try to be a good friend to Alice. I encourage her not to drink so much. I spend hours teasing the knots out of her hair with a wide toothed comb. I run hot baths for her and pick out her clothes. I make sure she eats at least one hot meal a day. I purr her to sleep and I purr her awake and every day I think about the yellow cat's friendly grin to keep me going. But on the rare chance that I get to look outside, there is never anyone there anymore.

I go back to living in my bubble.

One night, Alice lights a candle and takes out one of Bill's jazz LPs for the first time since he died. I hold my breath while she gazes at the cover art, then flips it over to read the notes on the back. Finally she eases the shiny black disk out of the sleeve and watches it shimmer, soft golden light dipping in and out of each tiny groove. She switches on the stereo and places the record on the turntable. She lifts the needle and places it gently on the outer rim of the disk. She turns the volume knob just a smidgen, then sits back on her heels as sweet jazz music fills the air.

Alice and Bill listened to jazz almost every night, and I wonder now if she sees him in her mind, nodding his head with every swish and beat. As for me, I always felt jazz was music made for cats. It's relaxing and exhilarating all at once. It makes you want to strut along rain soaked streets snapping your fingers, or sit in smoky coffee shops writing poetry.

I stretch out on the rug beside her. We listen to the soulful sounds, lost in our own private thoughts. Eventually the needle glides to the middle of the record and the music ends.

Except it doesn't. It continues on, the mellifluous tones of a tenor sax rising and falling, drifting over us like silken ribbons. It continues where the record left off, improvising another tune from the last, describing beautiful patterns and colors we can almost see. Whoever is playing that sax is a maestro. But it's not coming from inside the apartment building. It's coming from somewhere outside.

Alice scrambles to her feet, making the candle flame flicker. We go to the window and she opens the drapes. Her eyes need a moment to adjust to the darkness, but mine do not. I can see as clearly as if it were daylight, the green cat sitting on the fence, cradling his sax, lost in the music he's creating. I'm in shock, but then I'm filled with joy. My alley cat friends are full of surprises, but this is the best one yet.

Alice's face is reflected in the windowpane as she stares out into the night. A tear trickles down her cheek. Just one dignified tear, plump and round, filled with sorrow. Perhaps the last of her sorrow, or near enough. I look up at her with renewed hope. She does not look trapped anymore- she's listening to the cat play his sweet, mournful music with the same mesmerized look she shared with the man she loved most in the world.

The last notes glide away into the dark, and the green cat vanishes with them. I'm astonished at how neatly he disappears; as if he were never even there at all. Evidently Alice thinks the same, for she says,

"Princess? Am I mistaken, or was there a cat playing a saxophone on that fence just now?"

"There was," I reply, with a faraway smile.

"Oh, good," she says, reaching for my paw, grasping it gently in her warm, loving hand. "I'm so glad I didn't dream it."

oOoOoOo

The next morning Alice flings the curtains wide and her bedroom fills with light. She goes through the whole apartment opening windows, letting the air blow cobwebs away. Overcome with happiness, I run like lightning to the front room and drag the heavy drapes aside. Sunlight floods in, scattering a tornado of dust motes and almost blinding me. Alice enters the room just as I'm leaping up onto the windowsill. She rubs a circle on the dusty pane so that we can see clear across the street. My heart surges with joy, because there they are, all six of them lined up along the fence, all smiling broadly and all facing in the same direction.

Our direction.

The moment we appear, the yellow cat tips his hat and the other five burst into spontaneous applause. Alice puts her hand on my shoulder and squeezes gently.

"I suppose you'd like to meet your friends." It's a statement, not a question.

I can't disguise my eagerness. I nod rapidly, my whiskers trembling. I want nothing more than to be outside in the company of those extraordinary cats.

She nods. "All right, you can go. But be careful crossing the street, and don't get carried away. You've been a good friend to me and I owe you your day of freedom. But be back in time for supper, won't you? I've already lost Bill; it would destroy me if I lost you, too."

I hug her tightly around the waist, which is as high as I can reach. "Don't worry, Alice. I'll be back."

I head towards the door as quick as I can, before she changes her mind.

"Princess?" she says nervously, just as I'm reaching for the handle.

My breath catches. "Yes, Alice?"

"Please tell that cat how much I enjoyed his music."

Relief floods through me like warm syrup. "I will, I promise."

She looks at me imploringly, her head tipped to one side, a ghost of a smile on her lips. "Don't forget, okay? It's important that he knows. That music, I'll never forget it."

"I know," I say, and it's true. She looks different today. Her face no longer waxen, her eyes no longer dull. She looks like a moth emerging from its pupa- still frail and uncertain, but determined and strong underneath. I cock my head, mirroring her. "Something changed last night. Didn't it?"

"It did." She nods. "I made my peace with life."

Content that Alice will be okay, I leave the building and step out onto the busy sidewalk. Nervous but excited, I look across the street and wave at the cats, who stare back at me in surprise, their mouths hanging open. I guess they weren't expecting the prisoner to be released! The yellow cat says something to the pink cat, then jumps down off the fence and comes to meet me. While I wait for him, I sniff the sultry air and listen to the glorious music of the streets, the honking cabs and bustling people. I'm in love with it already.

The yellow cat dodges the cars as nimbly as ever, hopping up onto the sidewalk in front of me.

"I'm Top Cat," he says, removing his hat and bowing deeply. "But you can call me T.C." He looks up at me and winks. "Providing it's with dignity."

"You changed my friend's life. I owe you nothing less."

He replaces his hat and offers me his arm. "The lady we saw crying?"

"Yes." I tuck my hand into the crook of his elbow and he guides me like an expert through the traffic. "But I think she'll be all right now."

"In that case, my dear, I have a few compadres who can't wait to meet you, including our resident musician."

"My name is Princess." I laugh at his incredulous expression as the hodge-podge gang of colorful cats come running out of the alley to greet us. "But you can call me... Princess."