Benny wins a trip to Hawaii, leading to Top Cat (and the rest of the gang) joining him on his trip by stowing away. Things take a drastic turn as Officer Dibble also ends up aboard the ship, and the discovery of a suitcase containing counterfeit money leads to Top Cat and the gang being thrown into the brig as suspect counterfeiters. However, with Top Cat's assistance, Officer Dibble is able to catch the actual counterfeiter and verify the gang's innocence.

Jazz, the new cat in town (known as "A.T." – All That), takes over the pool hall, steals Top Cat's girlfriend, sways the gang and cleans up the alley. This sparks a contest between the pair. However, when both Jazz and Top Cat are offered a part in a Hollywood film, they assume that it is another trick. The offer turns out to be legitimate, and Benny 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. After that, Officer Dibble catches Jazz using the police phone, now declaring that Jazz "is just as bad as Top Cat". Jazz and his buddy Beau are forced to keep the alley clean for 30 days.