Mr. Freeman, the old grump who lives in apartment 3D, is the meanest man in Lily's building. That's what Lily thinks, until she forgets her key and has to knock on his door. It's the first time anyone other than Mr. Freeman has been inside 3D, and the first time Lily meets his four ugly cats.

When Mr. Freeman dies, no one wants to help find his cats good homes. They'll all be sent to the S.P.C.A. unless Lily can find them places to live in the next three days. But who would want a bunch of loud, scraggly cats? Mr. Freeman loved them, and he helped Lily when she had nowhere else to go, so she's determined to save his cats!