The wealthy Madame loves her precious cat, Duchess, and Duchess' kittens very much--so much, in fact that she wants to leave her entire fortune to the cats after her death. When her greedy butler, Edgar, learns that he's second in line for Madame's money--after the cats--he decides that there's only one thing to do--Duchess and the kittens have to go! Edgar deposits these high-born felines of quality in the middle of the French countryside and leaves them to fend for themselves. It's up to Thomas O'Malley, the street-smart alley cat, and his swinging friends to get Duchess and her children back to Paris.