Duchess and her 3 kittens are enjoying their time with Madame Adelaide Bonfamille. Upon a visit from her lawyer, she makes out her will and leaves everything to her cats. Her butler, Edgar, overhears these plans and hatches a devious scheme to get rid of the felines. Which will leave him as the sole beneficiary. This plan goes awry when he attempts to execute his plan. This leaves Duchess and her kittens abandoned in the french countryside, with no way to get home. They happen to come across an alley cat named Thomas O'Malley and he leads them back to their home. And to a final confrontation with Edgar. This music-filled adventure will keep your toes tapping and your sides splitting.