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Coop finally busts Kat when a cat alien pod comes to earth. Millie decides to not keep Mr. Kat, and lets him go. Old Lady Munson adopts Kat and names him Leo. Dennis then realizes Old Lady Munson adopted Kat because she knows Kat's an alien and Old Lady Munson wants to take over planets. Dennis only convinces Millie, Phoebe, and Harley. Together they fight Old Lady Munson and Kat/Leo. Dennis, Phoebe, Harley, Lorne, and Coop form a Kat Fighting Squad. Burt and Millie's memory were wiped when Harley threw a memory wiping ray out of a ship. Everything goes back to normal when Millie re-adopts Kat.