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Weston Woods
For 50 years Weston Woods Studios has been the principal innovator in the translation of picture books into the audiovisual media. Our adaptations are faithful reflections of classic children's picture books designed to motivate beginning, struggling, reluctant and limited English language proficient readers to WANT to read.

Millions of Cats Discussion Guide

Millions of Cats is about an elderly man and woman who are lonely. The woman tells her husband that a cat would make her happy. The man searches for one cat and, much to his surprise, comes to a hill covered with "hundred of cats, thousands of cats, mil­lions and billions and trillions of cats." He looks for the prettiest cat to bring home. Each time he chooses one, he sees another that looks prettier and decides to bring that one home too. By the time the man arrives back home, he has all the cats with him.

The woman is overwhelmed by the number of cats and says that they can keep only one. Meanwhile, the cats fight among themselves as to which is the pretti­est, the one to be kept by the man and woman. lone scraggly cat is left. The man and woman bring the cat into the house and care for it. The cat becomes as beautiful to its owners as the others.


  • Children will lean about the importance of caring for one another
  • Children will investigate values
  • Children will explore the importance of self-esteem

Before Reading Activities

Share the book with children. Then ask:

  • Why did the man have such a hard time deciding which cat to bring home?
  • Do you think this was a good way to choose? Why/Why not?
  • How did the cats feel when they had to choose among themselves who would stay with the man and woman?
  • How do you think the man and woman felt as they watched the cats quarreling?
  • Why did the cats leave the one cat that was left alone? How do you think the cat felt about being the only one left? What did the man and woman do to make the cat, and themselves, happy?

Invite children to imagine that the numbers of pets in their homes were increased by hundreds or thousands. Ask: Where would you keep all of your pets? How would you care for them all? How do you think your pets would feel about having so many other animals around them? Give children an opportunity to draw pictures of "hundreds of pets, thousands of pets, mil­lions and trillions and billions of pets" in their house­holds.

After Reading Activities

Talk with children about the way the man made his decision about which cat to bring home. Ask: How would you have decided which cat to bring home? Then give children an opportunity to draw pictures of their family members and share the pictures with the class. As children share their pictures, encourage them to talk about the things they like most about their family members. Then ask questions such as:

  • Would you still like those things about your mom if her hair was brown instead of blonde?
  • Would you still like those things about your brother if he were shorter?
  • Would you still like those things about your sister if she wore shoes that you didn't like?

Through this method of questioning, help children see that it is a person's feelings and behaviors, rather than physical characteristics, that make them special.

Ask children: How do you think the cat felt about herself before the man and woman chose to keep her? How do you think the cat felt after the man and woman cared for her? Then help children make sim­ple "All About Me" booklets. Have children draw pictures in their booklets, or fill them with pictures cut from magazines that will help others leam more about how they feel, what they like, what they dislike. Later, give children an opportunity to share their booklets with the class. Ask: How do you feel when you help your friends to know more about you? What is the most important thing for them to know about you? How does it make you feel to know more about your friends? Why?

Other book based films and videos that explore self-esteem are available from Weston Woods. These include:

The Caterpillar and the Polliwog by Jack Kent

Corduroy by Don Freeman

The Most Wonderful Egg in the World by Heime Heine

The Ugly Duckling by Hans Christian Andersen and ill. by Svend Otto S.

Whistle for Willie by Ezra Jack Keats

The Wizard by Jack Kent

TO ORDER: For Public Library sales call 800-243-5020 / For School Library sales call 800-621-1115.

This guide may be photocopied for free distribution without restriction.

Copyright 2008 Weston Woods.

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