Falstaff, a theatre cat, is kicked into the alley after sneaking an unearned bow with the cast of a production of Romeo and Juliet --
a scene the audience sees from a backstage perspective. Threatened by mean street rats and defended by alley cat allies, Falstaff narrowly averts an all-out war by inviting both groups to join him backstage to perform his own version of The Pied Piper of Hamelin
McHeath, the rough and tumble leader of the rats, is cast as the mayor, other rats as his accomplices and the rest of the rats as the plague-carrying scourge of Hamelin. The cats are cast as the townspeople, including the big-eyed heroine, Lisette, and her counterpart, the warlike Chedwick. Falstaff, of course, takes the role of the Pied Piper.
Mayhem ensues as Falstaff attempts to create believable performances from this raucous group. Delightful songs carry the story forward, from Lisette's "Something Stinks" to the rousing "Rat Song" Falstaff ultimately lures the rats into the river and saves the day. The stage doorman invites Falstaff back into the theatre, and this time he gets a curtain call.