Madame Bonfamille lived in an elegant house in Paris. Edgar was her loyal butler. Everywhere she went, Madame took Duchess and her three kittens.

Duchess and her kittens were pampered and given every comfort. The cats loved Madame, and she loved her cats.

The kittens were all very talented. Toulouse was an artist. He was learning to paint. Berlioz and Marie were musical. He was learning to play the piano. She was learning to sing.

One day, Madame's lawyer came to meet with her. "I want to make out my will," Madame told the lawyer.

In his room, Edgar listened in on Madame's conversation through the speaking tube. Madame had decided to leave all of her fortune to Duchess and her kittens!

"Oh, no!" Edgar cried. "If i wasn't for those spoiled cats, I would get Madame's fortune. I'll think of a way." Edgar said. "Those cats have got to go!"

"Rock-a-bye, kitties," the greedy butler hummed, as he put sleeping pills into the cats' cream! The pills went plip-plop! into the pot.

"Here you are," Edgar said, as he brought the cream to the hungry cats. "Once they're asleep I'll take them far away!" he chuckled to himself.

Duchess and the kittens enjoyed their meal. They even shared it with their friend Roquefort, the mouse. Roquefort skittered back to his mouse hole to get a cracker, but fell fast asleep.

Soon all the cats were asleep, too. Madame had gone to bed, and the house was silent. Edgar gently lifted the cats into their basket.

Edgar took the basket outside to his motorcycle. Under cover of darkness, he drove far away from the city.

Suddenly, on a quiet country road, two dogs came bellowing out of the darkness toward the motorcycle.

The barking dogs startled Edgar, who drove off the road and into the river. The basket holding Duchess and the sleeping kittens was thrown from the motorcycle!

After a frantic chase, the terrified Edgar headed straight back for the city, leaving Duchess and the kittens behind-along with two tired-out hound dogs. In the distance, a storm approached.

"Where are we?" Duchess asked, as she awoke in the dark alongside a stream underneath a stone bridge, "We're not at home at all!" Duchess and her kittens were all confused and frightened as the storm came.

Back in their warm, safe home in Paris, Madame found all of her precious cats missing. "They're gone!" Madame cried, "They're gone!"

Duchess awoke the next morning to the sound of someone singing a jaunty song. Duchess saw the singer across the stream. It was a dapper alley cat named Thomas O'Malley.

"It is most important that I get back to Paris," Duchess explained to O'Malley. "Would you be so kind as to show me the way?" "Show you?", O'Malley said, "I'll send you there on a magic carpet!"

He pointed to a milk truck that was puttering up the road. "That's a magic carpet?" Duchess asked. "Step lively, all aboard for Paris!" O'Malley called.

As Marie waved good-bye to O'Malley, she lost her balance, and fell from the back of the truck! With a plop! Marie tumbled onto the road behind the clattering truck.

O'Malley rushed forward and caught Marie, and ran after the milk truck. Running as fast as he could, O'Malley caught up with the truck, and lifted Marie back to safety. "Thank you, Mr. O'Malley, for saving my life," Marie said.

Back in Paris, all alone in her big house, the sad and worried Madame waited for some word of her cats. The only one at Madame's house who wasn't worried was Edgar.

Edgar showed the horse, Frou Frou, a newspaper headline that read, "Mysterious Catnapper Abducts Family of Cats." "Look, Frou Frou," wicked Edgar bragged, "I've made the headlines! And they won't find a clue!"

Back in the country, the milk truck driver finally noticed his unwanted passengers, and chased them down the road.

At a railroad bridge, the kittens pretended to be a train. "Clickety-clickety-clickety!" buzzed Toulouse, "Whoo, whoo!" "WHOO! WHOO!" The whistle of the real train sounded, and it was heading toward them!

All of the cats jumped under the bridge for safety, but Marie lost her footing and fell into the rushing river below!

"Mama!" Marie cried, as she splashed in the cold water. Quick-thinking O'Malley went right into the water after Marie. "Keep your head up, Marie!" O'Malley shouted, "Here I come!"

O'Malley quickly pulled Marie out of the rapid water. He struggled to an overhanging branch and gave the shivering Marie to the grateful Duchess. But poor O'Malley was swept away in the river, clinging to a floating branch.

Downstream, Duchess and the kittens found O'Malley. He had been rescued by a pair of giddy geese named Abigail and Amelia Gabble. The geese thought O'Malley was trying to learn how to swim! "You really did quite well for a beginner," Abigail said, "Keep practicing!"

By nightfall, O'Malley, Duchess, and the kittens had arrived back in Paris! The kittens were very tired from walking all day long. "We can stay at my own penthouse pad," O'Malley offered.

A burst of cheerful music greeted the cats as they approached O'Malley's penthouse. "Sounds like Scat Cat and his gang have dropped by!" O'Malley said. The kittens forgot how tired they were when they heard Scat Cat's swinging music.

"Big man O'Malley is back in his alley!" Scat Cat said when he saw his friend arrive. O'Malley introduced Duchess to Scat Cat. "Duchess, this is the greatest cat of them all!"

Scat Cat and his band happily sang a song and loudly played their music. Duchess and O'Malley joined the celebration with a happy dance.

"It isn't Beethoven, Mama," Berlioz giggled, "But it sure bounces!" They all danced, and sang, and had a lot of fun.

Scat Cat and his wild band played and sang, "Ev'rybody wants to be a cat!" The party lasted until the middle of the night.

After the party was over, O'Malley and Duchess admired the full moon. "I'm going to miss you," O'Malley told Duchess. "We will miss you, too," Duchess said softly, "But tomorrow we must go home to Madame."

Now that he had those cats out of the way, Edgar was enjoying the thought of his new riches. "Get used to the finer things in life, old boy," he said to himself.

"Hurray! We're home!" Toulouse cried. "I'll never forget you, Thomas O'Malley," Duchess said sadly. "So long," the ally cat replied as he turned to go.

"It can't be them!" Edgar cried when he saw Duchess and her kittens. As soon as the cats came in the house, Edgar caught them all and put them in a sack. "Edgar!" Madame called, and Edgar quickly stashed the sack in the oven!

"Oh, Edgar, they're back! I heard them!" Madame cried.

From inside the dark oven, Duchess told Roquefort, "His name is O'Malley! Go and get him!"

"Mr. O'Malley!" Roquefort cried, chasing after the cat. "Stop! Duchess! Kittens! Troubel!" "Duchess and her kittens in trouble?" O'Malley exclaimed. "You go get Scat Cat and his gang of alley cats."

"O'Malley needs help! Duchess and her kittens are in trouble!" Roquefort reported to Scat Cat and the gang. Once the cats heard that, they were off and running. "Come on, cats, we gotta split!" Scat Cat shouted.

O'Malley watched as sneaky Edgar took Duchess and the kittens out to the barn. "I'll ship you all the way to Timbuktu," Edgar growled, "And this time, you'll never come back!"

As Edgar prepared to ship Duchess and the kittens away in an old trunk, with a loud yowl, O'Malley leapt onto the sneaky butler's back!

Angry at being attacked by the alley cat, Edgar chased O'Malley around the barn. Poor O'Malley was cornered. Edgar came toward the frightened cat with a pitchfork!

Just in the nick of time, Scat Cat and the other alley cats came charging to the rescue! Suddenly, nasty Edgar was covered with snarling, scratching cats!

While Scat Cat and his friends did their best at giving Edgar their worst, clever Roquefort quickly opened the lock on the trunk.

Duchess and the kittens were free! But they weren't out of trouble yet! "Everybody out of here, fast!" O'Malley commanded.

As Duchess and her kittens jumped out of the trunk, a swift kick from Frou Frou knocked Edgar into the trunk! Scat Cat and his band quickly shut the lid and locked the helpless butler in!

Scat Cat and his friends pushed their cargo out of the waiting shipping van. Poor Edgar was off to Timbuktu!

Duchess and the kittens had a happy reunion with Madame. "I think this young man is very handsome," Madame complimented O'Malley. She invited O'Malley to stay! "We need a man around the house," Madame said, as she posed the happy Aristocats for a family portrait.

With Edgar gone, Madame changed her will. Her fortune would now go to a new project. A home for all the alley cats of Paris! Everyone joined in the celebration!