Beaned by a Mickey Mantle home run at the ballpark, Top Cat is rushed to the hospital. He offers the doctor an old clock in payment for treatment, but the doctor declines, claiming "the old ticker" cannot be saved. Overhearing this, Officer Dibble assumes it is Top Cat's heart the doctor is referring to, and sets about making Top Cat's "last days" as pleasant as possible.

Hearing stories about the luxurious living conditions of Marvo the Chimp, who is awaiting a flight into space, the cats apply for positions at Cape Canaveral. The tales of luxury prove to be exaggerated, however, and after realizing how homesick Marvo really is, Top Cat sidetracks the rocket, sending it not into outer space, but to Marvo's home in Africa.

After receiving a $2,000 insurance settlement from an old accident, Benny treats Top Cat and the gang to an evening out at the Pink Palm Club, and falls for the club's fetching singer, Honeydew Melon. With both eyes on Benny's bankroll, Honeydew takes him home to meet her folks, who win all the cash in a poker game. The next night, Top Cat wins the money back, starting an armed fracas that ends with the Melon gang's arrest.

While Top Cat conducts a phony historical tour of New York, Choo Choo follows his 25-cent treasure map to a condemned building where he finds Captain Kidd's treasure. The treasure is confiscated by the police commissioner as ""city property,"" and Top Cat is fined $2 for operating a guided tour without a license. The cats rush back to the building to look for more treasure, but a powerful sneeze from Benny brings the entire structure crashing down.

Eager-beaver Patrolman Earnest Prowler requests Officer Dibble's beat, believing it to he a hot-bed of crime. His stringent policing results in softhearted Dibble being fired. To get Dibble reinstated, Top Cat fingers Prowler's citation book and the gang litters the neighborhood with tickets, which creates havoc and ultimately results in Prowler's arresting his lieutenant and the mayor. When Prowler is found hiding in a mailbox, he is relieved of duty and sent home to rest.

Top Cat and the gang discover a picnic basket that contains a baby and a note imploring the finder to take care of the infant. The group quickly learns to change diapers and pilfers milk bottles to keep the child fed. Investigating the stolen bottles, Dibble finds out about the infant. Later, when the baby's mother asks the policeman for help regarding her missing child, he reluctantly takes the baby away from Top Cat's gang, who tearfully say goodbye.

A voracious anteater named Jimmy follows Benny the Ball back to the alley. The gang discovers that a reward has been offered for the animal's safe return to the zoo, hut before they can turn Jimmy in, an overzealous dogcatcher nabs him and takes him to the dog pound. The cats break into the pound to spring Jimmy, hut are thwarted by Dibble. The anteater manages to return to the alley the next day- accompanied by his entire hungry family.

Top Cat and the gang finagle their way into spending a cold winter's night in Dibble's warm apartment, a courtesy they repay by moving the loudly snoring policeman out onto the fire escape. Furious, Dibble evicts the gang. Top Cat then calls Strife magazine and feeds them a story about Dibble's noble-hearted campaign to save unfortunates from a freezing alley. When a reporter shows up at the policeman's doorstep, Dibble is forced to let the gang hack in to save his honor. He agrees to let the cats stay until the first day of spring.

Billionaire philanthropist T.L. Vanderfeller searches for a destitute person to receive a million-dollar check. He stumbles on Benny, who is selling 25-cent raffle tickets for Top Cat. Mistaking Top Cat and the gang for a needy family, the billionaire gives the check to Benny, who dutifully hands it over to Top Cat. Thinking it is a check for a quarter for a raffle ticket, Top Cat tears it up.

After spending the night in a museum case, Benny leaves the Modern Museum of Ancient Art with a priceless Egyptian scarab pinned to his jacket. Thinking it's a bauble, Top Cat offers it to Fancy-Fancy to use in impressing the lady cats. But soon the gang realizes the jewel is genuine, and they sneak back into the museum to return it. They are caught by Dibble, who charges them with stealing the entire collection. While the cats try to straighten the situation out, the real jewel thief appears and is apprehended.

The Hopeless Diamond, stolen from Stiftany's jewelry store by Big Gus's gang, is accidentally swallowed by Benny. Benny is subsequently taken to the gang's hideout where Dr. Rigor Morten plans to surgically remove the stone. In order to rescue their friend (and try to cash in on Stiffany's $50,000 reward), Top Cat and his friends visit the hideout posing as ""The Unscratchables."" The gang returns to Stiffany's, where Benny's violent sneeze dislodges the stone. Unfortunately, it sails through the window and onto the street, and is crushed by a steamroller.

When Choo Choo develops a crush on Goldie, the poetry-loving cat next door, Top Cat coaches him in speaking eloquent passages of unrequited love, and at one point even substitutes for him. As a result Top Cat is showered with attention from Goldie, forcing her jealous boyfriend Pierre to challenge him to a duel. Loading the dueling pistols with blanks, Top Cat survives, though he can't resist playing a grand death scene. Choo Choo ultimately decides that a superficial crush is no match for a deep friendship.

Overhearing Officer Dibble's list of ideas for improving the police force, Top Cat later repeats them for the benefit of the police captain. The captain is so impressed that he appoints Top Cat to the post of honorary sergeant. A fuming Dibble finally gets revenge when, during a robbers' shoot-out in the alley, he refuses to save Top Cat until the cat signs a confession stating that he stole Dibble's ideas.

Public Enemies #12 and 13, Knuckles and Ape, learn that Hoagy's Alley will be used as a location for filming a television show, and take the opportunity to devise a robbery ruse. Posing as producers, they employ Dibble, Top Cat, and the gang to move such goods as television sets and alarm clocks from a warehouse into their ""production"" van. Realizing they have been conned, Dibble and the cats trap the crooks by setting the alarm clocks to sound at noon, a cacophony that leads the police right to the criminals' hideout.

Dutiful son Bennv writes his mother frequently. Unfortunately, his letters describe his life as the mayor of New York City! When Mrs. Ball pays a visit, Top Cat and the gang create the illusion that Benny is indeed mayor. They ""borrow"" Officer Dibble's police car and stage a key-to-the-city ceremony, a boat christening, a ribbon-cutting ceremony, even a ticker-tape parade. When Dibble finally catches up with them, he doesn't have the heart to shatter Mrs. Ball's illusions, and ends up driving them all to the airport to see the ""mayor's"" mother off.

While visiting tonsillectomy patient Benny in the hospital, Top Cat becomes smitten with a beautiful nurse, Miss LaRue, and feigns the disease ""blubberitis"" in order to stay in the hospital. Despite Top Cat's considerable charm, Nurse LaRue ends up going back to her hometown to marry a young doctor. After one look at her replacement, a militant substitute nurse, Top Cat undergoes a miraculous recovery and flees the premises.

When the gang realizes Benny fits the description of a missing heir they take him to palatial Ridgely Place to collect his inheritance, unaware that the butler, Chutney, and his dog, Griswald, who are next in line for the money, are planning to do away with Benny. Dibble saves Benny from a series of near-fatal mishaps and arrests the butler (who is really Machine Gun Chutney), after which the genuine heir appears. Hoping to cash in, Top Cat lets the heir, a cat named Catwaleder, join the gang, hut then discovers that the heir has given away all his money.

Mr. Gutenberg, the musical director of Carnegie Hall, mistakes a recording of violin virtuoso Laszlo Laszlo for the playing of Benny the Ball, who has just taken up the instrument. He approaches Benny with an offer to perform and Top Cat negotiates a deal for $50,000 for a Saturday night performance at the Hall-an offer that is withdrawn when Carnegie's Board of Directors really hear Benny play. When Gutenberg offers a $10,000 reward to find the true violinist, the gang discovers that it's their neighborhood street cleaner, Laszlo Laszlo.

Top Cat discovers that the horse Benny bought for a concession stand to photograph children on a pony runs wild when it hears a whistle (in fact, it ran up a million dollars1 worth of damage inside Macy's!). Attempting to capitalize on the horse's talents, Top Cat poses as Arabian oil king Aly Khat and enters the nag in a million dollar derby, spurring it on by running a screaming ambulance alongside the track. The horse almost wins, but at the last minute vainly stops to smile and pose for the photo finish camera.

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.

Hearing that the rich and benevolent Maharajah (who hands out rubies for random acts of kindness) is staying at a nearby hotel, Top Cat and the gang disguise themselves and sneak past Officer Dibble's guard in an attempt to meet the royal. Mistaking Top Cat for the Maharajah, the hotel staff puts him up in a grand suite, where he maintains the pretense by dispensing glass heads as ""rubies."" But when the real Maharajah arrives, Top Cat and the gang high-tail it out. Upon finally meeting the Maharajah, Top Cat assumes he is another impostor and tosses away the bag of rubies that the ruler gives him.

When Benny the Ball wins a cruise to Hawaii through a boxtop contest, he and his pals board the SS Aloha Hooey, with five of the cats sneaking on as stowaways. Officer Dibble accidentally becomes a fellow passenger by chasing a counterfeiter on board. The gang finds a suitcase filled with (counterfeit) cash and they begin to live like kings, until Dibble catches them and tosses them into the brig. Top Cat devises a clever plan to capture the real counterfeiter, leaving Dibble and the cats free to enjoy the rest of their Hawaiian vacation.