Jazz, the new cat in town, takes over the pool hall, steals Top Cat's girlfriend, sways the gang, and even cleans up the alley. This sparks an ongoing contest of one-upmanship, so when both Jazz and Top Cat are offered a part in a Hollywood film, they naturally assume it is another trick. The offer turns out to be legit and Benny the Ball is cast in the starring role in The Thing From the Alley. He leaves for Hollywood in a limo, accompanied by Top Cat and the gang in the guise of Benny's manager, valet, vocal coach, tailor, and chauffeur.