Zoey is going to talk to Elliot about her problems caused by cat genes, but he leaves without talking to her. On the way to school Zoey goes through some adventures involving transforming into a cat, and is finally saved by Alto, who helps her to change back. Zoey then picks up the kitten, who suddenly starts to glow and turns into Elliot. At school, Zoey is spacing out, trying to figure out why Elliot is Alto. At the Cafe Mew Mew, Wesley explains to her that Elliot's parents were killed by an ancient "Chimera" that Elliot's father had discovered. Elliot continued his father's researches, and to make sure the Mew Project was safe, he tested cat genes on himself. He got the ability to become a cat, but if he remains in this form more than 10 minutes, he would be stuck this way permanently. Zoey promises to do her best as a Mew Mew.