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In 1910 in Paris, a cat named Duchess and her three kittens are made beneficiaries in the will of the wealthy Madame Bonfamille. Edgar, the butler, learning that he will become the heir if misfortune should befall the cats, drugs their milk, takes them to the country, and abandons them. Upon regaining consciousness, they realize that they are lost, but soon they encounter J. Thomas O'Malley, an alley cat who promises to help them return to Paris. On the way, O'Malley dives into a stream to rescue one of the kittens but is himself swept downstream and saved from drowning by the Gabble Sisters, two English geese who are also traveling to Paris. When they arrive in Paris, O'Malley offers his lodgings to Duchess and the kittens in a bohemian quarter of the city; Duchess accepts and they are treated to a jazz concert by a band of O'Malley's alley cat friends. The next day Duchess and the kittens return to their home, but Edgar puts them in a trunk for final disposal. Roquefort, a friendly mouse, runs to inform O'Malley of Duchess' plight, and O'Malley and his gang arrive to release Duchess. In the course of the fighting, Edgar is locked in the trunk intended for Duchess. A truck arrives and the trunk is delivered, as planned, to Timbuktu.