in france in 1924 a woman is riding around town on her horse with her cats Duchess and her kittens and with her trusty butler Edgar they head back to the mansion and a guest arrives Edgar asscorts him to the stairs and later Rocky and Bullwinkle arrive and meet Duchess and kittens and than the kittens start playing and the guest makes his will Edgar ironing his paints is thrilled to know but after knowing he wont get the fortune he becomes a greedy sneaky crafty villain and Boris and Natasha arrive and decide to help Edgar out with his scheme on desposing of the cats and keeping the fortune for themeselves meanwhile Rocky and Bullwinkle are playing with the kittens Marie Toulose and Berloz and Duchess watches them paint meanwhile Edgar Boris and Natasha are cooking a sleeping milk bowl and Rocky and Bullwinkle play the piano and Edgar delivers them the bowl and they join in and Rouferd the mouse also joins in putting them to sleep later that night Edgar Boris and Natasha take Duchess and Kittens Rocky and Bullwinkle out into the streets on a motorcycle but two dogs a blood hound maned Napeloeon and a bassid hound named Lafyeatte attack them they drop the basket and ditch the dogs and meanwhile Duchess her kittens Rocky and Bullwinkle find themeselves stranded in the countryside by a bridge meanwhile at the mansion Madame discovers that they are gone and goes looking for them and so does Roferd but in the countryside Rocky and Bullwinkle Duchess and the kittens Marie Tolouse and Berloiz meet an alley cat named Thomas O Malley who sings and takes them on a truck but they are chased by the truck driver back at the mansion Roferd and Fro Fro are worried and they discover that Edgar is the catnapper and that Boris and Natasha helped him do it later Edgar goes to recover his stuff and Boris and Natasha accompany him on it and Roferd tries to follow but ends up falling off coughing smoke and meanwhile Thomas o Malley Duchess the kittens Rocky and Bullwinkle meet geese Amilla and Abagel who interdouce them to their Uncle Watto meanwhile Edgar Boris and Natasha steal back their stuff and outwit Napeoleon and Laffayette again  and Thomas O Malley interdouces them to Scat Cat and his jazz playing alley cats and later they go to bed and Rocky and Bullwinkle have their own beds as well the next morning they are headed home and they tell Thomas O Malley goodbye and Roferd sees them arriving but tries to warn them of Edgar Boris and Natasha Edgar lets them in and bags them and Boris and Natasha  spring out and bag Rocky and Bullwinkle and Edgar talks with Madame and tells her that Duchess Kittens and Rocky and Bullwinkle are gone and they tell Roferd to warn Thomas O  Malley about it and he does and Thomas O Malley sends him to get Scat Cat and hios alley cat gang and he does at first they try to kill him than he tells them O Malley sent him and he shows them the way to the mansion meanwhile Edgar Boris and Natasha are planning to send Duchess Kittens Rocky and Bullwinkle to Tembuck 2 but Thomas O Malley attacks Edgar and rescues Duchess and Kittens and Rocky and Bullwinkle fight Boris and Natasha  and Scat ans his Alley Cats throw Edgar in the trunk and Edgar is taken away to Tembuck 2 and Rocky and Bullwinkle phone the police who come and arrest Boris and Natasha for helping Edgar with his schemes the next day Thomas O Malley is welcomed into the family and Scat Cat and his gang have a party downstairs and Roferd conducts the music and Abigal Amilla and Uncle Watto join in so does Fro Fro Napeloeon and Laffeyette and Rocky and Bullwinkle wave goodbye to them and head home

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