Old Mr. Jolly, coming out to the softly lit alley to deposit his garbage before he closed up for the night, and to leave a nice plate of scraps for the village cats, paused, puzzled.

The alley was empty, yet just as he stepped out he had heard laughter. It had seemed to be right outside the door.

There was no one passing on the well-lit street. He stepped to the street and looked both ways, but there was no one on this block. Maybe his hearing was going bad, playing tricks.

The only occupants of the alley were two cats, prancing across the bricks batting a leaf back and forth, chasing it through the glow of the wall lamps. Jolly put down his plate of scraps beside the jasmine vine and stood watching them, amused by their antics.

He guessed they weren't very hungry. Certainly they could smell the good veal and ham, but they didn't rush to the plate. He knew these two, and they weren't shy about tying into a nice snack. Both were eager guests at his feline buffet. The little brown tabby belonged to Wilma Getz, who worked in the reference department of the library. He watched the tabby roll over coyly on the brick, glancing sideways at the tom as she reached to bat the leaf. What a flirt; her green eyes were dancing. She seemed as happy as if she owned the world. So maybe she did own it, who knew about cats? The gray tom circled her, feinting at the leaf, then leaped at her and they scuffled. Jolly laughed; it pleased him to see animals so filled with joy, so happy with being alive.

The cats played for a few minutes, then sat regarding him. And at last they trotted on over, looked up at him bright-eyed and smiling, and tied into the scraps of warm veal roll and the hickory-smoked ham and the crab salad. He liked the way cats enjoyed their food. The tom smacked and gobbled, but the little tabby ate delicately. Interesting that the tom, though he was bigger, shared equally with the tabby, leaving half for her.

The tidbits he set out were never large, but when they were arranged all together onto a paper plate they made a respectable meal. He found it curious that people left good food on their plates. It was never the fat folks-they cleaned up every bite. It was the thin women, the ones who looked like they needed a little nourishment. They left the nicest scraps.

As the two cats feasted, a third cat appeared out of the dark vines at the end of the alley. As it paused beneath the light, its creamy color shone bright, and its eyes gleamed golden. This was a new cat; Jolly did not know this one. It had to be a female, so round and sweet-faced, such a pretty cat. As she drew closer he could see that her cream-colored fur was streaked with orange, like rich whipped cream folded with a dash of apricot jam.

She might be a stranger, but she trotted right on down the alley bold as you please, toward the scrap plate. She stopped once to rub her shoulder against the container of a potted tree, obliquely observing the two cats as if assessing them. The two feasting cats watched her indirectly, their ears twisting toward her, but they did not stop eating.

The cream cat was bold as brass-she trotted right up to the plate, pushed the gray tom aside, and took what was left of his share. The tom didn't object, but the tabby cat lashed her tail, laid back her ears, screamed, and lit into the cream cat, biting and clawing. Jolly didn't know whether to stop her or let them alone.

Before he could make up his mind, the scuffle was finished. The two backed off glaring at each other and then looked at the tom. And something strange happened.

The two females, without any more preliminaries, suddenly seemed to make friends. They approached each other with their ears and whiskers forward in a friendly way, sat down near one another, and began to wash their paws. The tom stood looking on, seeming as amused by them as Jolly felt.

Cats. Who knew what went on in those furry little heads.

He picked up the empty paper plate, dropped it in the garbage, and went back inside, leaving the night to the cats, to those amazing beasts.

When Jolly had gone, the three cats trotted away up the alley side by side and disappeared into the dark shadows beneath the jasmine vine.

There, sheltered by tangles of small, dense leaves dotted with yellow blossoms, the cream cat lay down and washed herself more thoroughly. She did not speak for some time. She looked Dulcie and Joe over, her face registering a dozen expressions. They looked back uneasily, and Dulcie shivered. She was both afraid of what would happen, and excited. Joe regarded the cream cat with puzzled unease, and he had to keep reminding himself that this was Kate. This was Kate Osborne.

Kate wasn't one to make small talk. When she spoke, it was in strange, rhyming words. Words that clung like honey in the cats' minds. At the rich sounds a tingling dizziness filled Joe. The shadows tilted. He thought he was falling, he clawed at the foliage to steady himself.

But soon his dizziness was gone. Nothing more happened. He crouched in alarm, his stub tail tucked down, his ears flat.

He hadn't liked the feeling of being out of control, of being pulled away from himself. For a minute he'd felt like some vaporized sci-fi hero zapped away into another dimension.

If that was part of the program, he'd pass, thank you. He glanced at Dulcie. She, too, had remained herself. She did not look happy.

Dulcie had felt nothing at all. She could have gotten a better buzz from a sprig of catnip.

The cream cat tried again, repeating the bright rhyme, but still nothing happened. Joe and Dulcie remained small and four-footed.

The cream cat's eyes narrow, puzzled, then widened. Standing within the thick shadows, she said the words a third time and this time she allowed herself to change. She was suddenly tall, her hair tangled in the vine, her blouse caught on the twigs.

The cats stared up at her. Dulcie's green eyes were huge with envy.

Kate said, "Did you feel nothing?"

Joe felt relief. He had no desire to do that stuff. One try was more than he wanted. He was a cat- he had everything he needed just as he was. His human thoughts, his human talents, his ability to read and speak, worked just fine in his own gray fur. He had the best of both worlds. He was Joe Grey, enjoying his human talents without human entanglements. Free and unencumbered.

But Dulcie was crushed. When she realized she couldn't change, she had crouched, desolate, her ears down, her tail tucked under.

Joe nuzzled her and licked her face, but she couldn't respond.

Ever since the day in the automotive yard when she saw, within Kate's eyes, a cat looking back at her, when she saw the astonishing truth of what was possible, she had allowed herself magnificent dreams.

Visions of becoming tall and dark-haired and beautiful, visions of her green-eyed human self, had driven and excited her. She had imagined going out to fancy restaurants, attending the symphony and plays, had dreamed of dancing, of slipping into silk cocktail dresses and spike heels, into little satin bras and lace panties. "Try again," she whispered.

Kate tried. Dulcie tried with her, repeating the words as Kate said them. But it was no use. Dulcie remained a cat. A tear slid down her fur, a human tear.

Kate knelt in the shadows beside her, touching Dulcie's face. "There could be other spells. Maybe another spell…"

"Maybe," Dulcie said, not believing it. "Maybe…"

But then she looked at Joe. Cocking her head, she saw for the first time how relieved he was. She'd been too busy with her own disappointment to see him brighten when Kate's words didn't work. She reached to lick his nose. "Why?" she said, pressing close to him. "Why don't you want to change?"