A peasant boy and 38 cats band against the tyrannical Ali Baba the 33rd and his cat-phobic genie.

His goal is to help the weak and defenseless, but his saving a mouse makes him the most wanted in all the land. On the run from incessant, dim-witted mice, Perro befriends a young miller's boy, Pierre; together, they decide to seek fame and fortune. When they cross paths with the lovely Princess Rosa, Perro determines to get Pierre hitched to Her Royal Highness.