Heathcliff is romping through the fish market, the fish monger in pursuit, when he comes face to face with the skeleton of the jaws of a shark. The shock creates a state of amnesia for Heathcliff. He wanders aimlessly about town, trying to remember who he is. The alley cats and Spike take full advantage of the situation, telling Heathcliff he's their butler. Eventually, Heathcliff wanders to a mission for down and out pets. Iggy, broken-hearted, puts up reward posters for Heathcliff's return. Grandpa and Grandma come across Heathcliff at the mission as they're making a donation, but he doesn't remember them. Everyone works together to create a scene in which Sonja appears to be in grave danger, thus shocking Heathcliff's memory back to normal. / Elsie, a bag cat and friend of the Catillac Cats is still love-sick over Top Hat Cat. They were in love years ago and planned to elope even though Elsie was from the wrong side of the tracks, but their plans fell through. Riff Raff wrangles an invitation to Top Hat Cat's birthday party and give Elsie a make-over. Everyone at the party exclaims over her and after talking to her, Top Hat Cat recognizes her as the love of his life and they are reunited. Meanwhile the Catillac Cats teach these uppity cats how to loosen up and have a good time.