Top Cat, Arnold Stang leads his bustling crew through what looks like another ordinary day in Hoagie’s Alley, which, for the story’s sake, has been moved closer to Beverly Hills. Today, the gang poses as Boy Scouts, performing small good deeds in hopes of a reward, and their schemes drift between mischief and genuine help. In the midst of their antics, Benny the Ball, Avery Schreiber unexpectedly saves a bag lady from trouble, a moment that sets off a chain of revelations and a shift in fortune.
The bag lady’s true identity is soon revealed: she is Gertrude Vandergelt, a wealthy matron with a fortune to be inherited by her missing niece, a sixteen-year-old girl named Amy. At the same time, Officer Dibble, whose presence has long kept the gang in line, arrives with bad news and a surprising twist. In a move that seems to echo the end of a long career, Officer Charlie Dibble, John Stephenson learns that his retirement has been approved, and with that relief, he drops charges against Top Cat and the gang, allowing them a new, unusual period of impunity.
A few days later, Benny learns from Sid Buckman, Richard Erdman the Vandergelt family lawyer, that Mrs. Vandergelt has died and left her fortune to Benny, on the condition that nothing bad happens to him in the following two days. This news sends the gang into a whirlwind of excitement as they move into the Vandergelt mansion to be near Benny and keep him safe. There, they meet Snerdly, the conniving butler, and his Rasputin-like wolfhound, Rasputin, who quickly become the antagonists of the tale. The will’s stipulation ignites Snerdly’s schemes, because he had hoped to secure the fortune for himself, and he begins plotting to eliminate Benny.
The plan to remove Benny intensifies as Snerdly tries to exploit Top Cat’s closest ally with the help of a cunning femme fatale named Kitty Glitter, a cat with a taste for wealth. Kitty Glitter, Teresa Ganzel, is drawn to the idea of a lavish life, and Snerdly’s setup includes presenting her with a phony date with a “handsome rich cat,” one she believes could be Top Cat. The ruse hits a snag when Kitty mistakes Brain, the clever mind of the gang, for Top Cat, creating a mix-up that delays the sinister plan and adds a layer of humor to the tension.
To carry out the deception, Snerdly throws a costume party, and Benny is forced into a bulldog mask as a decoy. He then calls the local dogcatcher, prompting an arrival that culminates in Benny’s capture. The gang quickly realizes Benny is missing, and they rally to mount a daring rescue. A tip from Dibble helps them track Benny to the pound, where they commandeer a limousine and attempt a dramatic breakout, only to be chased by the dogcatcher in a high-stakes pursuit that tests their wits and loyalty to one another.
Meanwhile, Amy Vandergelt has been hiding in plain sight, working at a car wash as part of Snerdly’s scheme. On the run from the dogcatcher, Top Cat and the gang stumble upon Amy and recognize her from a portrait hanging in the Vandergelt mansion. Realizing she is the true heiress, they decide to escort her back to the mansion, hoping that the inheritance will be rightfully hers. They arrive just as midnight approaches and Snerdly seems poised to inherit the fortune, but a dramatic reveal shifts the balance: Sid Buckman is actually Gertrude Vandergelt, alive and in disguise, having faked her own death to expose Snerdly’s crooked plot.
The ensuing escape attempt sees Snerdly trying to slip away in disguise with a bulldog mask, but Rasputin and the scheming pair are soon cornered by the dogcatcher, thwarting their plans. With the truth uncovered, Top Cat and his crew reclaim their lives in Hoagie’s Alley, and even Dibble returns to active duty with the police, resuming the old rhythm of city life. Kitty Glitter makes a final appearance, still dreaming of marrying into wealth, but her plans crumble when Brain quietly reveals their lack of funds, causing her to dump the idea of a rich feline match.
In the closing moments, Amy Vandergelt visits the alley for a peaceful picnic alongside Top Cat, the gang, and Dibble, bringing a sense of closure and a nod to the friendship and loyalty that underpin the entire adventure. The story ends on a note of grounded camaraderie, with old habits reasserting themselves and the city returning to its familiar rhythm, even as the truth behind the fortune reshapes the fortunes and loyalties of those involved.
