The story takes place in Paris, where a wealthy lady plans to leave most of her fortune to her beloved cat Duchess (voiced by Eva Gabor) and her kittens after her death. However, the butler Edgar overhears everything. Thinking he has worked tirelessly for decades and received only a small inheritance, he becomes jealous. He puts sleeping pills in the cat food and, while the kittens are sound asleep, abandons them in the countryside. When Duchess wakes up, she finds her children are still with her. At that moment, a stray cat passes by and discovers Duchess. The elegant Duchess immediately catches the attention of O'Malley (voiced by Phil Harris). After learning about their plight, O'Malley decides to escort the family back home and foil Edgar's scheme.
This film is Disney's 20th classic animated feature, based on a story written by Tom McGowan and Tom Rowe.
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