This story is based on Count Gatto, an Italian fairy tale that sort of captured my attention and imagination. But don't be surprised if it reminds you of Sound of Music.

Dedicated to all those who have ever received, or longed for, a second chance at love.

Chapter One: The Beginning

Once, a long time ago, a fierce battle raged between the Cat Kingdom and the Human Kingdom of Ulam. No one could remember the reason for the feud, but what would always be remembered, was the one who ended it.

The great Baron Harold von Gikkingen, to say the least, was a most extraordinary man. He was an excellent magician and politician, somehow able to find just the correct way to bring the feuding monarchs to a peace treaty that took a year to hammer out, and then sign.

Even with the treaty, the good Baron was obligated to build a home right on the borderline between the two kingdoms, to better keep an eye on things and potential break-outs between the worlds. But the thick magic of the borderline marked him gravely as the years past, changing his body into something between that of a human and that of a cat. He still walked on his hind legs and dressed like a man, but his body was covered with thick fur, and many humans found his tail to be more than a little distracting.

Only his wife seemed indifferent to the Baron's appearance, loving him without end, even as her own body changed to resemble his.

The love they shared resulted an heir, a boy named Humbert, whose body was every bit as peculiar as his parents'. He was taught at the finest universities on both sides of the boundary, and showed potential to surpass even his father in all fields.

After his father died, Humbert took not only the name of 'Baron', since his duty as a keeper of the peace left no room for personal glory, but also a cat maiden for his bride, whose fur was as white as newly fallen snow.

Baron loved his Louise dearly, even as her body shifted to resemble his, thanks to her time in the borderland.

Time passed, and Louise shyly informed her devoted husband of the eminent arrival of their first litter…

ooOoo

Baron paced back and forth along the long corridor impatiently, frequently glancing at the large double doors that led to his bedroom; his sharp ears clearly hearing the women moving around inside, trying to ease the delivery.

The orange and cream cat groaned in anxiety, collapsing in the chair that he had placed in the hallway the night before. His heart pounded in excitement, and fear. He had been calmly preparing for this day, ever since Louise had told him she was pregnant, and yet, all of his preparations seemed to fall away as his mind dissolved into chaos. Baron stood up, finding the chair to be a little too stiff for his liking, and started pacing again as his breath came in increasingly shorter spurts.

What he would give, if he could just know how things were progressing…

The sound of the doorknob clicking as it suddenly turned was deafening in the otherwise silent manor. Baron looked at the door with expectation as it slowly opened to reveal his beloved mother.

"You'd better come in, dear," she whispered softly. Worried by her tone, he quickly but silently slipped through the opening.

His wife looked more beautiful than ever, though tired and shaky underneath her snowy fur. In her arms, she was holding two beautiful kittens. She beamed at him as he sat at her side to kiss her brow and look at his offspring.

Louise shifted the golden kitten in her right arm.

"This one is our eldest, a daughter," she whispered. "Lillian, perhaps?"

Baron nodded, kissing his sleeping firstborn tenderly.

"Lillian it is." Lovingly, he stroked the head of the second kitten, which sported white and orange stripes, resembling that of a tiger. "And this one?"

"A son," she said breathlessly, nodding her head in acknowledgement. The elder orange and cream cat thought carefully. He had never been fond of his given name, nor had his father been of his…

"Thomas," he said with a note of finality. Louise smiled lovingly at him as the midwife appeared before the Baron; another bundle of blankets in her arms, which she held out to the young father.

"Your youngest daughter," the human said solemnly as the Baron took the child, and nuzzled her face lovingly, making her coo at him. The little kitten's fur was just as pale as her beautiful mother.

"Eleanor?" he asked his wife, who smiled lovingly at him again.

"Perfect," the baroness sighed. "My love, there's something you should know."

He leaned in close, and kissed her pale lips.

"What is it?" he asked softly as a few tears squeezed past his wife's guard.

"I'm dying," she whispered. "It was a bit too much for me. At least you'll have our children-"

"Nonsense," he said firmly, kissing her brow. "A few days rest and you'll be as good as new."

"I'm afraid not, sir," the midwife said gravely, as she started packing up her equipment. "I've had years of experience, and I'm afraid that there's nothing that can be done for your wife."

"Nons-" Baron started to say, before his mother reached over and covered his mouth.

"Just listen to what Louise has to say while you still have the chance," she urged him firmly.

Sighing, the young lord decided to pacify everyone.

"Go ahead, Louise. I won't interrupt."

Her sparkling blue eyes saddened, knowing his thoughts.

"Baron… it's been the greatest honor of my life to be your wife, and to carry your children. But I'm afraid that the task of raising them won't be mine."

"I have Mother," he pointed out softly, making her laugh.

"But we both know her health isn't the best. She may join me in death before too much longer. Love, after I die, I want you to get married again."

"What?!" he asked incredulously, making her wince slightly.

"Honey, kittens need a mother, and I want ours to have one, even if it isn't me. Promise me you'll marry again?"

Baron bit his lip nervously. Who could possibly hope to take over his wife's place in their children's lives, let alone his own? That is, if she really was dying. Well, if it would put her mind at peace…

"If a woman appears that is worthy of the position, then I won't let her get away," he promised. Louise beamed at him as tears of gratitude fell from her eyes, and she leaned back in her pillows.

"She'll be worthy. I'll see to it personally. I love you, Baron Humbert von Gikkingen."

"And I you, Baroness Louise von Gikkingen," he said, stealing one more kiss from her cold lips.

Even as he kissed her for the last time, he could feel her breath stop, and see those beautiful blue eyes glaze over in death.

"Darling?" he whispered as a cold fear gripped his heart. His mother walked to the opposite side of the bed, and took the two kittens from their mother's limp arms.

"Did you really think I'd joke about death?" the old baroness asked quietly, as tears of realization began running down her son's face.

Baron wept with a broken heart as his newborn children did the same.