They finally make their way back home, but Edgar re-catches them in a sack and plans to send them to Timbuktu, Africa. O'Malley, Scat Cat and his gang, Roquefort the Mouse, and Frou-Frou the Horse all fight Edgar. Roquefort frees Duchess and the kittens. In the end, Edgar is kicked into the trunk, locked inside, and sent to Timbuktu himself. Madame Adelaide's will is re-written to not include Edgar and instead include O'Malley. She also starts a charity foundation. This foundation gives a home to all the cats in Paris.