While traveling to her aunt's home in Redbud by train and stagecoach, quiet young Emily and her turtle, Rufus, team up with Jackson, fellow orphan and troublemaker extraordinaire, to outsmart mean Uncle Victor, who is after Emily's inheritance.

Rough-and-tumble alley cat Thomas O'Malley comes to the rescue when Duchess, a high-society cat who inherited a fortune from her millionaire owner in Paris, is ousted from the family mansion, along with her three little kittens, by the bumbling butler, Edgar.