During lunch with Benny, Top Cat spots a female cat walk by them. Excusing himself, Top Cat quickly runs after the female cat, interrupted by Griswald, but soon gets him out of the way and meets up with the female cat, who introduces herself as Trixie. While she finds him amusing, an alley cat isn't her type.
At the alley, Top Cat catches news of the Maharajah of Pookajee, known for his generosity and his rubies are just what Top Cat needs to impress Trixie. Top Cat and his gang head to the Connity Hall to meet the Maharajah, running into an obnoxious man named Lou Strickland. The gang steal his tickets and get him sent away. While the gang distract Officer Dibble who is the Maharaja's escort, Top Cat makes a bet with the Maharaja and gets out of him a Maharaja Talk 5000 device with many functions, as the Maharaja hasn't any rubies.
The next morning, Officer Dibble is summoned to the police station to work for the Chief's son-in-law Strickland, who is taking over for the retired Chief. Strickland has replaced the staff with robots which he believes are more competent. Top Cat thwarts Strickland's attempt to evict him, preventing Strickland from getting the Mayor's funding for a robot police army. Strickland uses Trixie to keep Top Cat away from the alley while he carries his out his plan. Top Cat returns to the alley getting shunned by his gang, arrested by police and after an unfair trial, convicted to the Dog Jail on charge of stealing money from an orphanage.
With the arrest of Top Cat, Strickland is granted the Mayor's funding and establishes a robot police army and a major scale surveillance camera system which restricts privacy for the city. Meanwhile Top Cat tries to keep a low profile in dog jail but later becomes popular having turned the jail into a paradise for the convicts. As for Top Cat's gang they are struggling and begin to express their disbelief in him, which Top Cat notices from the one of the security cameras.
Strickland abuses his authority and starts coming up with ridiculous laws to take absurd amounts of money off people for every thing they do, intending to spend it on making himself even more 'handsome'. Tired of Strickland's tyranny, Trixie quits her job, Strickland fired her and turns to Officer Dibble and shows him evidence that a robot Top Cat sent by Strickland robbed the orphanage proving Top Cat's innocence. However, Strickland arrives and reveals his true intentions to Dibble, and that he's not the old chief's son-in-law. Dibble escapes to pass this to Top Cat's gang, but Trixie is captured by the police robots.
After Dibble tells the gang what really happened, they all head for Big Gus to help them break Top Cat out of prison, as he owes Top Cat. Big Gus leads them through an underground passage to the dog jail and leaves. The gang apologizes for their doubts about Top Cat. With their cover blown by the dogs knowing they've got cats with them, the gang and Dibble escape through a sewer hole arriving at Strickland's HQ.
The gang infiltrate the building in robot guises finding Strickland has imprisoned everyone in the city and stolen the city's cash. While Dibble distracts Strickland, the gang under the guise of robots make their way to Strickland's control centre, but Top Cat's gang are locked in Strickland's vault having tripped a silent alarm, Top Cat remaining outside. When Strickland arrives, he orders Top Cat to be annihilated by the robots. As a single robot enters, Top Cat realizes the whole security system was manufactured by the Maharajah of Pookajee. Top Cat takes out the Maharajah Talk 5000 which presumably controls all robots to get Strickland. In panic, Strickland self-destructs the robot army except the single one, revealed to be Fancy-Fancy still in his robot guise. Everyone imprisoned and Top Cat's gang is released in the self-destruction process. Strickland is rendered helpless and Dibble arrests him and (on Top Cat's suggestion) sentences him to the Dog Jail.
Top Cat and Trixie renew their relationship, Officer Dibble is promoted as the new Chief of Police, the gang enjoy themselves, and finally Griswald asks for a place in Top Cat's gang, which Top Cat accepts.