A young cat named Oliver(Joseph Lawrence) is left alone in a kitten box, while all the other young cats have new owners. A big dog named Dodger(Billy Joel) shows him how to get food and later Oliver lives with him, his owner Fagin(Dom DeLuise) and Fagin's other dogs Tito(Cheech Marin), Rita(Sheryl Lee Ralph), Einstein(Richard Mulligan), and Francis(Roscoe Lee Browne). Fagin has one problem besides being broke he owes a nasty man named Sykes a lot of money. If he can't pay it back he's in big trouble. While Oliver runs into a little girl named Jenny(Natalie Gregory) who becomes his new owner which he is happy with and later Sykes sees Jenny as the key for him to get his money.