This is Matilda, the young mother of the M kitten family: Maverick, Mahogany, Marcy, Melissa, Mercedes. The babies were born 3/2009.
They were rescued from a kill shelter and placed in foster care until they were ready for adoption -- and all have found homes except Mahogany and Matilda.
Matilda is a gentle soul. She quietly keeps an eye on all the shelter kittens from across the room, but longs for her own space. She still comforts any kitten that is missing its mom, but she enjoys her own attention and love.