Dutchess is a cat, with three young kittens, Marie, Berlouise, and Toulouse who belong to the wealthy Madame in 1910 Paris. When Madame names her feline companions as her heirs (since she has no extended family or living realitives) when making out her will, her jealous butler Edgar, kidnaps and abandons the cats in the countryside. Little does Edgar know, Thomas O'Malley a street-wise, smoothtalking stray cat is helping Dutchess and her kids find their way home.