This film is noted for being the last film to be approved by Walt Disney himself. Disney died before the film was released.

The film's basic idea - an animated romantic musical comedy about talking cats - had previously been used in the non-Disney cartoon Gay Purr-ee.

In this movie Duchess and her three kittens Marie, Berlioz, and Toulose, get kidnapped by their mistress Madame Bonfamille's butler Edgar after he hears that the cats are going to inherit her fortune when she dies. With the help of Thomas O'Malley Duchess and her kittens find their way back to Paris.

Characters from this movie are:

Duchess- an Aristo Cat that lives with Madame Bonfamille. Marie- Duchess's Daughter. Berlioz- One of Duchess's two sons. Toulose- One of Duchess's two sons. Madame Bonfamille - the owner of Duchess and her kittens. Edgar - Madame Bonfamille's Evil Butler. Roquefort - a Mouse who lives with Duchess and her kittens. Frou Frou - Madame Bonfamille's Horse. Napoleon and Layette - Two Dogs who attack Edgar. Thomas O'Malley - an alley cat who befriends Duchess and the kittens and becomes Duchess's mate. Gwendoline and Adeline - Two Geese who save O'Malley from drowning. Waldo - Gwendoline and Adeline's Uncle. Scat Cat - a leader of alley cats and a friend of O'Malley's.