Ben Thompson, clever cat, is asked to lead a group of young mice into town for their weekly lessons with their mouse teacher. With this invitation, he realizes he will have a chance to have a little adventure in the open world! When he encounters an old friend from his days on the streets -- once a rough-and-tumble alley cat who has surprisingly become a plump-and-happy house cat -- Ben gains a new perspective: life in the open world, life in a house and life in the Junkyard are all seen through new eyes.