During the song, O'Malley and Duchess perform a dance number, and Duchess sings a wonderful solo while playing the harp which the alley cats find so beautiful, soft, lovely, and romantic until they get back to playing their instruments (with the help of Scat Cat's trumpeting) and make their way out of the penthouse along with other alley cats. O'Malley and Duchess join in the fun, as do Berlioz, Marie, and Toulouse. While playing their instruments, the alley cats and their boss all sing " Everybody Wants to Be a Cat". Duchess still insists on spending the night here, so O'Malley allows them to stay and introduces his friends Scat Cat and his gang of alley cats making live music together. The alley cats are first seen after Thomas O'Malley leads Duchess and her weary kittens to his penthouse, where jazz music can be heard from inside. He is often seen playing the acoustic guitar. Hit Cat (Lord Tim Hudson) is an English cat who wears purple glasses and a blue beaded necklace as a reference to the hippies prominent in the 1960s.
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