Top Cat and the Beverly Hills Cats (1988) - full transcript

["Top Cat" theme]

creak

[yawns]

[upbeat music]

boing

squeak squeak squeak

clang clang clang

(Top Cat)
'Rivoli! Rivoli!
Rise and shine, alley scouts.'

'Up and at 'em, on the double.'

'Let's do our good deeds
for the day.'

[music continues]



screech

ruff ruff ruff

boing

[theme music]

boing

Hey, guys, here's Benny.

Now the alley cat troop
is present and accounted for.

[theme music]

Gee, guys, I don't know.

Pretending to be alley scouts..

- B., is that legal?
- Beats me, Benny.

But when do we get
to sell the cookies?

Those are girl scout
cookies, Brain.

Somebody must've tied
a knot in his head.



[all laughing]

(Top Cat)
'Alright, alright.'

Alley cats, attention!

Way to go, troop.

We got a whole day of good deeds
just waitin' to be done.

- Can you handle it, fellas?
- 'You know it, T.C.'

But what's with
the electrical appliance?

Good question, Fancy, and
I quote the alley cat manual.

"It's the early bird
that hits the fan."

Now, a periscope.

Aye aye, T.C.

(Top Cat)
'30 degrees East,
60 North, zeroing in.'

'And here comes our first
good deed of the day.'

[smooth jazz music]

whoosh

Well, what do you know,
a brand new hat.

Who could it belong to?

This is who, pussyfoot.

T.C.'s the name.

And doing good's our game.

But don't feel obligated
to reward us, sir

just because we're livin'
on the brink of poverty.

[bones cracking]

(male #1)
'Thanks, T.C.'

And here's a little advice
for you and your scouts.

Get lost!

[dramatic music]

Maybe we better
read the manual again, T.C.

Told you we should be
selling cookies.

Oh, if only I were
a Doberman Pinscher.

Okay, troop, time to move out
and iron those merit badges.

Now, how do we do it?

(all)
Badges for bucks.

Again!

(all)
Badges for bucks!

You got it, fellas,
and remember..

...it's not just doin'
a good deed that counts

it's what you get afterwards.

"Rewards R Us."

Yeah, but I got a problem, T.C.'

I know, Brain,
that scholarship to MIT.

It may not come through,
but there's always West Point.

No, I mean I can't think
of any good deeds to do.

'All the easy ones are taken.'

[upbeat music]

You've lucked out, Brain.

'What better good deed
than cleanin''

'somebody's dirty windshield.'

Yuck!

boing

One little criticism.

Next time you clean a windshield
make sure there's a driver

'sittin' behind it.'

squeak squeak squeak

Gotcha!

Oh, but what happens if their
windshields ain't really dirty?

I knew you'd ask that.
You're on your own, alley scout.

Be creative.

[upbeat music]

zoom

[slurps]

Gee! T.C.'s not gonna like this.

So far the only
good deed I've done

is to buy myself
a carton of milk.

grrr

chomp chomp chomp

gulp

Good deed number two.

But I don't think
I'd better askhim for a reward.

(Benny)
'A street person.
Just like myself.'

Hi, ma'am.

Alley scout, Benny the Ball,
at your service.

- Anything I can do for you?
- Yeah, sonny.

You can leave me alone, okay?

Sure, ma'am. But first, let me
help you across the street.

But I don't want to
cross the street.

thud

Oh! My cart!

crash

[dramatic music]

I'm terribly sorry.

All I was doing was--

Makin' a pest of yourself.

Now will you please do me
a favor and help somebody else?

Yes, ma'am,
and if there's anything more

I can ever do for you..

(male #2)
'Look out below!'

[dramatic music]

Watch out, ma'am! Look out!

thud

Why..

Why, you saved my life.

No problem, ma'am.

I ju-just hope you're alright.

You're a credit to your uniform.
How can I ever thank you?

Well, if our leader T.C. was
here he'd think of somethin'.

But you bein' alive
is enough for me.

Now, where is that?
It's very valuable.

Gee, I couldn't
take a reward, ma'am.

Really. Whatever it is,
keep it for yourself.

Oh, here it is.
My memory book.

You just write down your name
so I'll remember you as a hero.

My pleasure, ma'am.

How do you spell Rambo?

[chuckles]
It's just a little joke.

Well, good luck, ma'am. I sure
hope things get better for you.

Thanks, sonny.
You know what they say.

Behind every silver cloud,
there's...a chauffeur.

(chauffeur)
'Good afternoon,
Mrs. Vandergelt.'

- Did you enjoy your shopping?
- Oh, thank you, James.

One thing about disguising
myself as a bag lady

you find out who
your friends really are.

[smooth jazz music]

[sighs]
I'm just not feeling
like my old self, James.

'Maybe my time has come.'

'Besides,
people think I'm loony.'

(James)
'Oh, not so, Mrs. Vandergelt.'

'Eccentric perhaps,
but definitely not loony.'

(Mrs. Vandergelt)
'Oh, good ol' Beverly Hills.'

There's no place like home.

I just wish my long-lost niece
was around to share it with me.

Don't worry, Mrs. Vandergelt.

One of these days,
she'll turn up.

I really do miss you, Amy.

'Wherever you are,
I hope you're happy.'

I don't understand it.

What have I done
to deserve this?

You're holdin' up production,
little orphan Amy.

Hey, how many times
have I told you?

This is Beverly hills.

We use only bottled water.
Now get some.

Yes, sir. Yes, sir.

If this is Beverly Hills,
I'll take Detroit.

[upbeat music]

Okay, okay, scouts,
bring in the good deeds.

Easy, Chooch. Have more respect
for the uniform.

Yeah, T.C.

I was helpin' this little guy
change his tire

when suddenly,
it rolled down the hill--

Say no more.

You've done your good deed.

Let's just hope
the pawn shop takes retreads.

Next!

What happened to you?

D-don't tell me.
A good deed in a Laundromat.

Except that I was
taking a nap in the dryer

when this lady opened it
for her laundry.

'You should've heard
the scream when she saw me.'

I don't blame her.

Now, all we have to do
is find a fence that handles..

...long johns.

While he's at it, maybe
Long John has a sister for me.

[siren wailing]

(Top Cat)
'It's Miami Mice. Quick, Fancy.'

Time to play wilderness.

screech

screech screech tonk

Your little windshield
washing scam is over.

Sorry, T.C., he was
my first good deed.

(Officer Dibble)
'I wonder, who could've given
him that bag of dirt.'

- You know what this means, T.C.
- Of course I do, Dibble.

It means that poor Brain here

is still suffering from
a childhood affliction.

- He is?
- 'Yeah, yeah. Shh, shh.'

(Top Cat)
'Don't the spread the word,
but he's a terminal twit.'

Thanks, T.C., I need that.

(Benny)
'Hey, guys, guys, guess what?'

You'll never believe
what happened.

There was this poor old bag lady
and she left her bag behind--

Don't say any more, Benny,
until he reads you your rights.

- Yeah, but I saved her life.
- Nice try, kid.

The old "saved her life" trick.
He might buy it.

No way! I've had it
with all of you.

- You're gettin' a summons.
- Not a summons, Dibble.

Come on, we're all buddies.
You know how we feel about you.

Yeah, and despite that,
we still don't deserve it.

That's it. At last you guys
are gonna face the music.

[violin music]

It's easy to say, Dibble, when
you're not from the streets.

When you haven't had
to scrimp and save

and scrounge for enough to eat.

Do you know what it's like

to wake up in the middle
of the night

with an empty stomach
and you're all out of..

'...chopped liver?'

And you're
all out of luck, T.C.

Call me agent, tell him
to put the concert tour on hold.

What do you got
to say for yourself?

(Top Cat)
I want my money.

(male on radio)
'Car 861. Car 861.'

'Headquarters
calling Officer Dibble.'

- 'Officer Dibble reportin'.'
- 'Congratulations, Dibble.'

'Your application for retirement
has finally been approved.'

- 'It's official.'
- My retirement from the force?

It's come through.
I don't believe it.

Oh, thank you, thank you.

From now on,
nobody misses Sunday school.

That's a promise.

Bein' this is my last day
on the job, T.C.

I'm lettin' you all go.
You can forget the summons.

Oh, a noble gesture, Dibble.
Happy retirement.

We'll miss you,
won't we Benny?

I'll say, it won't be the same
around here without him.

- Who'll chase us?
- 'Right.'

You're irreplaceable, Dibble.

Nobody will ever bug us
like you do.

We've had our good times and bad
but believe me..

...I'll never forget you.

My tires! You stole 'em.

'I'll throw the book at you!'

Fellas, have you no shame?
It's the man's last day.

The least we can do
is give him a farewell present.

Chooch!

boing

Look at it this way, Dibble.

You'll be the only retired cop
with two spare tires.

[Dibble grunting]

[melancholic music]

(Benny)
'It's only been a couple of days
since Dibble retired, T.C.'

Aren't we jumpin'
the gun a little?

You know the old sayin', Benny.

When the cat's away,
we gypsies make the hay.

Okay, so I guess
we better rehearse

before the real customers
show up.

(Benny)
'Tell me my fortune, gypsy.'

[Benny snickering]

Have you thought about
switchin' to tea leaves?

Quiet, I'm concentratin'.

'Yes, yes. I see riches.'

Immense riches coming your way.

You really do?
Immense riches?

Would I lie to you?
Very immense.

But before that, you will meet
a tall, dark stranger.

A tall, dark stranger?

Maybe it'll be Magic Johnson.

[door opens]

[Benny gasps]

Pardon me, gentlemen,
I'm looking for Mr. Ball.

- I've been told he's here.
- Uh, Benny the Ball?

- Yeah, that's ri..
- Quiet!

He may be a bunco squad.

Who are you,
and what do you want with Benny?

The name's Sid Buckman.

Of Buckman Buckman Buckman
and Cash. We're lawyers.

Lawyers? That's even worse,
they're probably suing ya.

Uh, Mr. Ball isn't here.
He's visitin' some spirits.

- 'Right, T.C.'
- Unfortunate.

Because Mr. Ball's
been named in a will.

A will? Benny's in a will?

What did I tell ya?
Your luck has changed.

Yes, well, obviously
he knew the late Mrs. Vandergelt

alias the bag lady
of Beverly Hills.

That poor old lady passed away?

Oh, that's really sad.
I liked her.

Well, we have to
go sometime, Benny.

Did you say Mrs. Vandergelt?
"The" Mrs. Vandergelt?

Yes, heiress to the
Vandergelt diamond mines.

She was worth billions.

ka-ching

klttt klttt klttt

ka-ching

As your new manager
I intend to be at your side

during this entire
period of stress.

Gee, I never needed
a manager before, T.C.

Of course you didn't, but an
innocent potential billionaire

'like yourself
deserves to be protected'

against unscrupulous
money grabbers.

Any chance of readin'
the will now?

A lil' preview
of things to come.

Ow!

That would be
completely unethical.

Of course. Just testin' you.

He's gonna play hardball.

I'll be reading the will at noon

at the Vandergelt mansion
in Beverly Hills.

It's like I've always said..

Where there's a will,
there's a way.

And here we are in one of
the most exclusive neighborhoods

in Beverly Hills.
Megabucks Drive.

'Some of the biggest names
in show business live here.'

More celebrities per square inch
than Forest Lawn. Heh heh.

'The most expensive estate
in all of Beverly Hills.'

'The fabulous
Vandergelt mansion.'

On your toes, fellas.

It's the last stop
before fame and fortune.

If that's the case, T.C.

why didn't we spring
for the bus fare?

(Top Cat)
Because until the will is read

Benny is still a pauper,
like all of us.

Thanks, T.C.

And believe me,
money will never change me.

Speak for yourself.

Yes, Mr. Top Cat and party
have arrived

for the reading
of Vandergelt's will.

(Officer Dibble)
'Oh, yeah?
Ain't that thrilling?'

How you guys made the list,
I'll never know.

Dibble! You retired.
What're you doin' here?

Oh, just wakin'
to keep out the riff-raff.

Like yourself.

- Oh, is that so? Are you Riff?
- No, I'm Raff.

Riff couldn't make it.

[all laughing]

Very funny. Very funny.

Now, get up to the mansion
before I get nasty.

You mean, this isn't
the Vandergelt mansion?

(Officer Dibble)
'Shows what you deadbeats know.'

This is the gate house.There's the mansion.

[fanfare music]

[all exclaiming]

[yawning]

Fellas, please, try to rember,
this is Beverly Hills.

Not some alley in the valley.

[smooth jazz music]

klink klink klink

Believe me, the only difference
between us and rich people

is that they have money.

'Afternoon.

Mr. Top Cat, I presume,
and his merry mercenaries.

And of course, you are the late
Mrs. Vandergelt's butler.

Snerdly. I never shake hands
with strangers.

Germs, you know.

(Snerdly)
'R-Rasputin!'

[muttering in Russian]

Oh, yeah, nothin' like havin'
a dog to kill the germs.

Gee, a genuine Russian
wolfhound.

He's beautiful.

Hi, Rasputin.

[muttering in Russian]

Easy. I knew his father
Ivan the Terrible.

It's nearly time
to read the will.

Of course. We wouldn't want them
to be later, would we, Rasputin?

[muttering in Russian]

Yeah, there's nothin'
like a warm welcome.

[alarm blaring]

The late Mrs. Vandergelt
was very security conscious.

[chuckles]
Yeah, just a few skeleton keys.

Never know when I might find
a skeleton in the closet.

[muttering in Russian]

(Top Cat)
'Yeah?'

Well, your mother sniffs trees.

Come. They're waiting for you
in the drawing room.

Gee, if I had known that
I would've brought my crayons.

Well, guys, now you know why all
the wealth is in Beverly Hills.

'They never throw anything out.'

Yeah.

If we had this stuff, T.C.,
we could give up show business.

[muttering in Russian]

(Snerdly)
'Not much further, gentlemen.'

Beverly Hills?
This is Beverly Alps.

What a joint! So far it's been
nothin' but drawing rooms

music rooms, game rooms.

Personally, I'm lookin'
for a restroom.

gong gong gong

Noon. Just in time.

whirrr

Good.

Now that we're all here,
I can begin reading the will.

May I introduce
Mr. Benny the Ball

whose bravery
gave Mrs. Vandergelt

a few extra days of life.

[all booing]

Gosh! What did I do wrong?

Never mind that bunch
of greedy money grabbers.

'Just take the cash and run.'

(Buckman)
'Quiet, please.'

'The will reads as follows.'

As the sole heir
to the Vandergelt fortune

may I thank you all
for coming today.

I told you she was a nice lady.

Uh-huh. A genuine Renoir,
five million.

A rare Picasso,
one million three.

'A well done Van Gogh.'

How come you know
so much about paintin'?

'Cause a lot of important people
have given me the brush.

Ha ha ha. Yeah, well,
nothin' like a little gaiety.

Look at this little fox.

Wonder who she is.

I hereby, leave everything I own

to my dear, long-lost niece
Amy Vandergelt.

Well, you win some,
you lose some.

Mrs. Vandergelt hated
her other relatives.

'With Amy out of the way,
everything reverts to us.'

[snickering]

However, since she is missing

I hereby name
as my sole beneficiary

Mr. Benjamin Ball.

Benjamin Ball!
That's our Benny.

She left everything to him.

He's gonna be a billionaire.

It's the old
rags-to-riches story.

Right. Except, Benny could
never afford the rags.

[all booing]

Gee, Benny, now that
you're a billionaire

does that mean you'll pay up
the dime you owe me?

This has gotta be a dream,
fellas, I don't believe it.

You bet you don't,
you little feline fake.

We'll get you for this.

[Rasputin growling]

I guess he's all
out of kibble.

(Buckman)
'But in the event that anything
unforeseen happens to Mr. Ball'

within the next 48 hours

the entire estate
reverts to Snerdly

'and his faithful pet.'

Hear that? If something
happens to that little..

(Snerdly)
'Forty eight hours.
He should only live so long.'

You're practically
a billionaire, Benny.

If you had the money now,
we could afford a celebration.

Not to worry, gentlemen.

Perhaps Mr. Ball would care
to celebrate withhors d'oeuvres

in the drawing room.

Yeah, maybe you and thishors d'oeuvres character

will be big buddies.

Wow! This place
is larger than the alley.

And a lot cleaner too.
Wonder where the guys are.

I told them to take
their time, Mr. Ball.

You're the host. You should
be the first to try these.

Thanks, Snerdly,
don't mind if I do.

[muttering in Russian]

Gee, these will put you away.

We can only hope so, Mr. Ball.

May I propose
a toast to your health?

(Top Cat)
I'll buy that.

thud

Mm-mm. Don't you just love the
service? It's so unobtrusive.

Benny, if I were you,
I'd move into this mansion.

There's nothin' like being
close to your fortune.

(Benny)
'I don't know, T.C.,
I'd miss the alley too much.'

crash

Well, let's get
Snerdly's opinion.

What do you think about Benny
here movin' in with you?

What? You mean
give up the alley?

We think it's a splendid idea.

Don't we, Rasputin?

ruff

[muttering in Russian]

slurp slurp

Come and enjoy the good life
with us, Mr. Ball..

...as long as you live.

(Top Cat)
'Call him Benny like we do.'

Which is why
I don't wanna move, T.C.

'I'll miss you
and the guys too much.'

Tell you what,
bein' you feel this way

why don't we all
move in with you?

Really? You'd leave the alley
just to be here with me?

- Sure, why not.
- That's right.

(Top Cat)
'It's unanimous.'

We'll forsake
our charming ancestral home

because you need us.

Gee, I don't know
what to say, T.C.

How can I ever repay you?

With this pussycat
worth a couple of mil.

This'll be fine. But don't
forget to gift wrap it.

vroom

[upbeat music]

vroom

Well, we did it, troops.

Who says you can't pack
and move in an hour?

(Benny)
'Gee, T.C., I can't believe it.'

We're actually gonna
live in Beverly Hills.

As I said when those
Siamese moved next door

there goes the neighborhood.

[muttering in Russian]
Capitalist cats.

Never fear. They'll need
every one of their nine lives.

[laughing]

How do we get him to
let us in?

No problem, Chooch.

It's just a matter of using
the latest technology.

You know what they say,
reach out and touch someone.

(Top Cat)
'Open up, gatekeeper.'

T.C. and party are joinin'
the beautiful people.

Dibble! Obviously
this isn't one of them.

'Dibble, how nice to see
that you've lasted on the job.'

It just goes to show ya how
diligence and perseverance can..

Like they say, you can take
the cat out of the can

but you can't take
the can out of the cat or not.

Listen up, smarty cat.

There's no way you're
movin' in with that pile.

How can you speak
that way about him?

Especially to his manager.
My card.

(Dibble)
'"Beverly Hills Express?"'

- Where did you get this?
- 'An actor with a big schnoz.'

He said not to
leave the alley without one.

Now, if you'll please.

Thank you, my good man.

'A little somethin'
for your trouble.'

My old police badge.
No wonder I couldn't find it.

Top Cat!

Unh-unh, Dibble. We're guests.

Don't make me call the cops.

[grunting]

[cheering and laughter]

Wake me up, I'm dreamin'.

Whee!

'Come on in, T.C.,
you'll feel like a new cat.'

No, thanks, I'm happy
just sittin' here

trollin' for smoked salmon.
Hey, I got one! I got one!

It's a trophy for sure.
Oh, boy! Oh, boy!

'Oh, boy!'

Now, I know why I flunked
out of scuba school.

Come on, Brain, get off.

boing boing boing

Brain, remind me to ask
if this mansion has a dungeon.

(Brain)
'Sorry, T.C.'

Now, if you'd just help me
off with this wet suit.

Hey, it's pinching me. Let go.

Sorry.

[Snerdly screaming]

[snoring]

(Benny)
'Huh? Wha..? Okay, ma,
I'll get a job in the morning.'

Oh, it's you, Snerdly.

I'm just not used
to wake-up calls.

Your yuppie dog, sir.

And then you can enjoy
a refreshing dip in the pool.

Thanks, but no thanks.

'If you swim right after eating'

'you could get a terrible
bellyache and drown.'

You're jesting.

We wouldn't want that to happen

to a potential billionaire,
would we?

Especially
during the next 48 hours.

- Right, Rasputin?
- Absolutsky.

[muttering in Russian]

The truth is, Snerdly,
I can't swim a stroke.

No problem.
We can deal with that.

Oh, boatman! Boatman!

(Benny)
'Titanic II. Hmm. Where've
I heard that name before?'

(Snerdly)
'Just sail away, Master Ball'

'and your troubles
will disappear.'

And so will you.

whizz

Aloha, Benny.

[all bidding farewell]

What'd I tell you,
he's taken to Beverly Hills

like a fish takes to water.

Hm, according to this
Bawl Street Journal

the best way to make a killing
is in life insurance.

Blah! It's a shark!

Help! Help! SOS!

I'll give him help.

Help!

[gurgling]

If I don't catch
somethin' pretty soon

we'll have to open
a can of tuna.

Got one!

Chooch, get the scales. Quick.

- Here's the scale, T.C.
- 'And here's the fish.'

boing

Definitely not edible

but maybe we can have him
stuffed and mounted.

Ruin our plan, will they?
Well, I'll show them.

Uh-oh.

Yeow!

[snickering]
Numbskullsky.

Gee, thanks
for savin' my life, T.C.

What're friends for, Benny?

Like I always say

do unto others
and comes an inheritance

they'll do unto you.

Unless of course,
they're ungrateful wretches.

That's beautiful, T.C.
Wish I had thought of that.

(Top Cat)
'No chance.'

Speaking of chances, maybe
somebody's out to scare Benny

so he won't stick around
for his money.

Like, even worse.

They could be plannin' his trip
to the big alley in the sky.

(Benny)
'You really think so?'

Somebody would want
me out of the way?

Stop scarin' him, guys.

All he has to do is stay healthy
for the next two days.

thump thump thump

Go easy on the tacos. This calls
for a workout in the vault.

'There's nothin' like lifting
gold bars to keep you in shape.'

- Your bill.
- Thanks, doc.

I'll pay you right after
I collect what's comin' to me.

[dramatic music]

Yes, Rasputin,
this will all be ours.

But not until we deal with that
conniving Benny and his pals.

They'll stop at nothing.

Hmm. Decisions,
decisions, decisions.

[muttering in Russian]

Yeah, Benny, there's nothin'
like shuffleboard

to make you wonder what we ever
saw in mud wrestlin'.

tonk

tonk

tonk

tonk

(Top Cat)
And to think I never
played this before.

(Benny)
'Nice shot, T.C.'

You're a real pro.

I know, but none of
the shuffleboard teams

will meet my price.

Which reminds me,
it's way past our meal time.

Attention, staff,
Top Cat, here.

Time for a snack on the patio.

'The usual brunch
for 40 guests, something fine.'

'Over and out.'

Those pushy paupers.

We'll attend to them.

'No, you fool. Too obvious.'

[gunshot]

[grunting]

[screaming]

What Master Ball needs is one
of my special herb salads.

It does wonders
for the digestion.

'After this he'll never bite
just anything again.'

[both laughing]

Step back. The MAD chef
of Beverly Hills

is doing his thing.

pop pop pop

[muttering in Russian]

When're we gonna eat, T.C.?
I'm famished with hunger.

Me too. The last time
I was this hungry

I stuffed my tail
in the microwave.

Be patient, fellas.
This isn't a fast food joint.

slurp

The rich thrive on slow food.

Any slower
and I'm gonna pass out.

(Snerdly)
'Bruncheon is served.'

[all cheering]
'Hurray!'

Pardon the delay, gentlemen.

But my salada la Benjamin took time.

You hear that, Benny?
They named a salad after you.

That's class. Real class.

If this was a welcome wagon,
I'd run 'em over.

Uh, may I fix your wagon?

Oh, I mean, may I serve you,
Master Ball?

Why, yes. Thank you.

I'll do it. We're buddies.

Oh, no. There goes
my herb salad.

splash

Now I know where
Snerdly gets his lettuce.

'The toxic waste dump.'

boom

splash

Whoever bottles that dressin'
could conquer the world.

You! You!

A toast to Benny's
continued good health

and our future prosperity.

(together)
Yay, Benny!

Gee, what a nice gesture,
fellas.

And you too, Snerdly,
for treatin' me like this.

To Master Benny.

May he get exactly
what's coming to him.

♪ For he's a jolly good feline ♪

♪ For he's a jolly good feline ♪

♪ For he's a jolly good feline ♪

♪ We'll all split up the loot ♪

Aye!

In a matter of hours, that pudgy
pushy cat gets our inheritance.

I say it's time
to take off the gloves.

[dramatic music]

[laughing]

thud

[laughing]

Outta sight!
One for the books.

Blindfolded!
I'll never get over it.

Like, tell us, T.C.,
how did you ever do it?

Just a little somethin'
I picked up from my teacher.

Maybe you heard of him.

(together)
'Minnesota Cats.'

Gee! All these
Beverly Hills murders

mostly rich people done in
by their faithful servants.

Don't believe it. Where can you
find faithful servants today?

boom

You think the book was somethin'
wait'll you see the movie.

But Benny's life
could be in jeopardy, T.C.

Yeah. Remember, he doesn't
collect his inheritance

until midnight, tomorrow.

Or is it the day after tomorrow?

Quiet. You're all lettin'
your imaginations

limited as they are,
run away with you.

Nobody's gonna hurt you. Not
with us around to protect ya.

I appreciate that,
but something tells me

'that Snerdly, the butler,
has it in for me.'

Benny, you've been watchin' too
many old murder mysteries on TV.

'The butler
doesn't do it anymore.'

[Snerdly groaning]

(T.C.)
'Maybe the dog,
but not the butler.'

grrr

What was that?

'Maybe it was
somethin' she ate.'

The truth is, I really
don't deserve this fortune.

It was left to her.

Yeah, but "her" isn't around
to collect. It's not your fault.

But supposin' somethin' happened
to Amy. I'd feel guilty.

[groaning]

Now, which would you rather be,
guilty or poor?

Believe me, if anything's wrong,
it'll all come out in the wash.

[smooth jazz music]

[Amy sniffling]

I guess I'm lucky
to have found a job, even this.

Now, now, Amy, no more tears.

The salt can damage
my paint job.

Sorry, but when will I
be allowed to visit

dear old Aunt Gertrude?

Maybe tomorrow.
Get the white Vols.

♪ So I'll just wait
for tomorrow ♪

♪ Tomorrow tomorrow ♪

Next! Now you know
why she's an orphan.

Sir, about that bonus
I was promised.

(Snerdly)
'Yes, good news.'

'I've spoken to the manager'

and tomorrow during lunch

you can give yourself
a free hot wax.

[Snerdly laughing]

I could run away, but then I'd
miss the annual carwash picnic.

(male #3)
'And here we are in person'

'at the fabulous
Vandergelt Mansion.'

Lester Pester with Lifestyles
of The Rich and Furry.

And this morning, we're going to
meet Beverly Hills'

most extravagant playboys.

Glad to see ya.
We're ahead by two touchdowns.

The colorful, eccentric leader
of the cat pack himself.

The legendary, T.C.

Ha ha ha.

Yes. The Rich and Furry
really know how to have a ball.

Ow!

Sorry about that Lester,
but polo's a dangerous sport.

Especially in the drawing room.

Uh, but where are the goals?

In the bedroom,
by the hockey rink.

[horse neighing]

T.C., there's an old saying
in Beverly Hills..

If you've got it, flaunt it.

There's another old saying..

If you don't have it,
borrow it.

[horse neighing]

[gasps]
My solid gold wristwatch.

You've been taken, pal.

This is an obvious imitation
from the streets of Calcutta.

Fore!

You missed, T.C. Ha ha.

[telephone ringing]

Hole in one, Lester baby.

[ringing continues]

Thanks, Chooch.

Probably my stock broker.
T.C. here.

Right. Buy up all the stock.

I'm takin' over
the phone company.

Hello? Hello? How do you like
that, they cut me off again.

Ah! Bein' wealthy
is such a downer.

Ha ha ha. Then I gather
that you and your cohorts

'miss the good old days
back in the alley?'

True. And that's why I've
arranged a little surprise.

Way to go! Back to our roots!

Yeah. Like really back.

sniff sniff

Yeah. That's like
a breath of stale here.

The only thing
missing is Dibble.

Where do you think you are? This
is Beverly Hills, not the Bronx.

Get rid of this trash.

Next time, bite you tongue.

Dibble, my dear man,
what a pleasure

to see that you're still alive.

For your information,
thisgarbage is imported.

And for your information,
you're gonna be deported.

I don't know
how your audience feels

but this is an insult
to The Rich and Furry.

Speaking of billions, T.C.

when do we get to meet
the potential heir in person?

Forget it. Mr. Benny the Ball's
unavailable to the media.

'He's too busy
tourin' the estate.'

[panting]

I didn't realize that
rich people have to exercise.

You really think
it'll make me feel better?

Not only that, Master Ball

it's going to makeme feel better.

grrr

[muttering in Russian]

[screaming]

crash

Good work, Rasputin. We've seen
the last of that little spunger.

crash

Help! Help! I can't stop!

boom

gulp

Don't count us out.

There's more than one way
to skin a fat cat.

[humming]

Now, this is my idea
of a workout, Snerdly.

If you want you can
speed it up a little.

You took the words
right out of my mouth.

'"Super Sonic." Go for it.'

Hey, wait. Not so fast.
Slow it down!

Aah!

[both laughing]

[electrical cackling]

boom

[all coughing]

[panting]
That's it for me.

I gotta get
the weight off my feet.

How did I ever let you
talk me into this?

These weights are a pain.

True. But in the immortal words
of the Marquette Swatsenberg..

There's no gain
without pain. Ha ha.

Higher, higher.

Hey, isn't that too heavy?

Heavy? A mere 1000 pounds?

'It'll do wonders for you.'

[grunting]

[grunting]

crash

crash

A good massage will
take out all the kinks.

If you say so. But frankly
I'm not into kinky.

Pressure pointskys. Ha ha ha.

Yeow! I'm all twisted up.

Make a wish.

Who taught you guys massage?

Attila the Hun?

Ha ha ha. Wrong. Oliver Twist.

Yeow!

Now, now, Master Ball,
you're too tense.

Learn how to relax.

I've never taken
a hot sauna bath before.

No sweat. It'll relieve
all your tensions.

[snickering]

(Snerdly)
'Hard boiled, yes.
That should suffice.'

Hey, yeah, this feels good.
The tensionsare disappearing.

And so am I.

It's locked.
They've locked me in.

No, they wouldn't be
that fiendish.

Open up, you fiends!

Hey, Benny, are you in here?
I've been lookin' all over.

Only 24 more hours, kid.
Do you hear that?

24 more hours and you'll be
one of the fat cats.

[gasps]
What the..

No way,jose, take me home to the alley.

Benny, you know
what this means?

Instead of bein' a billionaire,
you'll end up with small change.

I wanna go home, T.C.

I'm just not meant
for life in the fast lane.

[engine revving]

You can say that again.
What do they do for an encore?

thud

One thing about Beverly Hills,
when they try to terminate you

they do it with class.

Yeah, guys, I've come
to the conclusion

that Snerdly's out to get Benny.

I'll buy that.

But, T.C., I thought you said

that the butler
doesn't do it anymore.

'Even your leader makes mistakes
once in a while, Chooch.'

Nobody's perfect.
Even me.

'The important thing is to make
sure Benny stays alive'

'or he loses his inheritance.'

Now, you wouldn't want to do

that to your buddies,
would you, kid?

Believe me, fellas,
the last thing in the world

I wanna do is
cause any more trouble.

Did you hear that?

That's the kind of team spirit
that puts tears in your eyes..

Hey, wait! He's history.

Hey, this is great up here.

'I can actually see
all of Beverly Hills.'

Down, Benny, down. They'll think
you're a peeping tom.

What will we do now, T.C.?

I don't know.
But this is all my fault.

Aw. Don't take it so hard.
He'll come back.

[sniveling]
Maybe.

But in the meantime,
he has no life insurance.

[sobbing]

On the other hand,
knowin' Benny is like

havin' money in the bank.

(Snerdly)
Black magic is the answer.

If we don't get rid of that
little scrounge soon

we'll be peddling
apples on Rodeo Drive.

[grunting]

Why experiment? Let's stay
with the tried and true.

Aah! It's him, Master Benny.

Whoever said that crime doesn't
pay never went to butler school.

Ta-ta, Master Ball.

Yeow! I'm hit.

Look out below.

Oh, no.
Our bank's about to fail.

Quick, guys,
the trampoline!

- Over here.
- No, there.

- Come on this way.
- No, that way.

Don't worry. Over here, Benny.

Make up your mind, fellas.
I haven't got all day.

[dramatic music]

Come on back, Brain,
you forgot somethin'.

Talk about nerdsville.
Let's boogie.

[ricocheting]

boing

(Top Cat)
'We got ya.'

Don't panic.
Easy does it.

boing

This is getting repetious.

Benny, will you
come down to earth?

boing

Hurry up, guys,
he's leavin' the premises.

One thing about Benny, he's
always had his ups and downs.

'Looks like he's
on his way down.'

(Brain)
'Yeah, and if we don't
catch him, it's bye-bye Benny. '

And it's bye-bye
to the big bucks.

Come on, guys,
we gotta save him.

boing

Hate to be a party poop, T.C.,
but this is getting frustrating.

And I'm getting tired.

(Chooch)
'Yeah, me too.'

If one of us
doesn't grab him soon

it'll be nighttime
and I need mybeauty sleep.

Come on, Benny,
quit foolin' around.

Who's foolin' around?

- 'Who needs this?'
- Yeah.

Where's the good in savin' his
life if he won't hang around?

For once, Brain,
I'm with you.

You're wearin' out
your welcome, Benny.

We've taken a poll.

boing

So have I, a flagpole.

What do we do now, T.C.?

Well, either we all stand
in attention and salute

or we get him down.

Hold on, Benny.
We're lookin' for ideas.

No hurry, fellas. I'm beginning
to like it up here.

The air is nice and fresh,
and the view is terrific.

Uh-oh!

[screaming]

You're disturbin' the peace.
What's goin' on here?

[screaming]

Just in time, Dibble.
Nice goin'.

Yeah. Thanks, Dibble, I couldn't
have done it without you.

boing

[mumbling]

Way to go, Dibble.
Guard him with your life.

[upbeat music]

You wanted a party,
you're partyin'.

[fingers snapping]

Good day, mate, put another
shrimp on the barbie.

Ow! Ooh! Eek.

I said shrimp, not simp.
Get off that.

[all laughing]

[upbeat music]

(male #4)
'Hey, will you settle down
there? We're trying to sleep.'

And now, let's pay
tribute to the guy

that made this all possible.

Our young, generous heir-to-be,
Benny the Ball.

[all cheering]

Don't you just love rich people,
they're so giving.

It seems like
such a waste, T.C.

I mean, they've thrown out
everything but the kitchen sink.

thud

What's the matter up there?
He said kitchen sink.

What do you know, it must
be the maid's night off.

Not only are they giving our
city a bad name, but even worse

look how they're catering
to that little fleabag.

snarl snarl

[muttering]

Think of it this way, Benny.

You're not only our devoted
friend and companion

'but you're our meal ticket. '

I appreciate
the sentiment, fellas

'but I'm still not
entitled to anything.'

Uh-oh!
Here we go again.

What I'm sayin' is,
that somewhere, some place

there's a little girl named Amy
who's the rightful heir.

Amy shmamy.
Why corrupt her with money?

She's better off without it.

(male #5)
'Come on, little orphan, Amy,
move it. I need my wheels.'

I just know there's
a better life out there

with a home and a fireplace.

Where did I go wrong?

For openers,
you're always whing.

Plus, you never stop leaving
streaks on the windshield.

[crying]

Look at it this way, kid,
things could be worse.

'It could be Christmas.'

[upbeat music]

[laughing]

We'll never get rid of that
little ball as long as

T.C.'s around to protect him.

[snarling]

Time's running out
on our inheritance.

To get rid of Benny, we'll have
to divert his greedy leader.

How, how?

Ha ha ha. By bringing in
my secret irresistible weapon.

Kitty Glitter.
The real meowish princess.

'Have we got the cats for her!'

[instrumental music]

(Kitty Glitter)
'Yes, this is the gorgeous'

'glamorous Kitty Glitter
speaking.'

Go on a date with whom?

Top Cat? Never heard of him.

Believe me, Ms. Glitter,
he's the toast of the alley.

Alley? Y-yuck!
Gee, ew.

Geographically undesirable.

Argh!

You don't understand,
Ms. Glitter.

Top Cat's one of the wealthiest
bachelors in town.

[sniggering]

He is?

What sign was he born under?
Don't tell me, the dollar sign.

[instrumental music]

mwah

Anything for love.

Oh, I almost forgot my perfume.
The Eau de Catnip.

[ambient music]

We'll do lunch.
The Vandergelt Mansion?

Outrageous. I'll pick Top Cat up
as soon as I'm dressed.

Let's see. What do I
wear for a rendezvous

'with a rich,
eligible bachelor?'

[dramatic music]

I've waited years for this.

Mirror, mirror on the wall

may he be single,
loaded, and tall.

["Here Comes The Bride" playing]

Do you, Kitty, take
this wealthy Beverly Hills'

billionaire with three sports
cars, a condo, and a Jacuzzi

to be your lawfully
wedded hubby?

I do! I do! I do!

You beautiful Beverly Hills
princess, you.

'He'll be on cloud nine.'

[harp music]

Kitty Glitter, huh? What do you
think of her, Chooch?

She's gotta be a ten.

Why worry about her IQ?

She's lovely, she's chic,
she's available.

I'm thrilled, sir.

You two deserve each other.

Thanks for fixin'
me up, Snerdly.

I guess I was wrong about you.

What are servants for, sir?

Enjoy your date.

I'm Cupid, he's stupid.

Now we can deal
with Master Benny

without further interference.

[dramatic music]

[rattling]

'A mace, how primitive.'

Now, I have something in mind
that'll really put Benny away.

Ha ha ha.

Ha ha ha.

Gee, Dibble,
I really feel secure

knowing that you're here
to protect me.

All part of the job, Benny.

Remember, I was once the best
cop that money could buy.

How true. Even Brain knows that.

Hey, this water skiing's
the greatest.

Only next time, Brain, you
should try 'em with waterskies.

Look at it this way.
It keeps him off the street.

Hey, now that's
what you call scenery.

Wowie-zow!

She looks like a TV star.

No, it couldn't be.
Lassie has more fur.

Brain, the tow rope.

Watch where
you're going, doofus.

Ya-hoo!

Don't tell me, it's either
O.J. Simply

or the fabulous Top Cat.

Well, as a matter of fact I'm--

The most gorgeous hunk
I've ever seen.

Let's move out, lover cat.

[engine revving]

Rodeo Drive. I'm sure
you know it well, T.C.

Well, to tell you
the truth, Ms. Glitter--

Glitter? Call me Kitty.

You're gonna love
the Velvet Whisker.

It's so trendy.

A pet shop. Gee, I wonder
if I could rent a rat.

Rent a rat? Honey!

What you need is
a special someone

to help chose a new wardrobe.

I do? I thought the old rag
picker was doin' fine.

It's you. The latest thing
from Calvin Swine.

Genuine Malibu mink.

[laughing]

We'll take it.

Now that he's in
for all that scratch

nothing's too expensive.

Speakin' of scratch,
you wouldn't have anything

in a way of
designer flea powder?

Fleas!

thud

Guess they were closing early.

Where to next?

My psychiatrist.

But then again you might
get fleas on his couch.

Ah! What I won't do for love.

I can't get over this.
Me, the legendary T.C.

stood up by a blind date.

Kitty's only an hour late, T.C.
Maybe she got stuck in traffic.

With her looks, she might
have even stopped traffic.

I dunno, guys,
maybe I'm losin' it.

Maybe you never had it.

There goes your tip.

Every minute she's late
brings that miserable Benny

closer to our inheritance.

'Very creative.'

Wherever Ms. Glitter is, she'd
better get her act together.

You drive me insane.
Absolutely insane.

Thanks. The last one who
said that was my mother.

I was teachin' her to drive.

Whee!

Now you're talkin'. Sports car.

Let's order two cars.
A his and a hers.

Then we'll go to City Hall
and get our license.

Good idea. I've always wanted
a driver's license.

'But I keep flunking the test.'

[tires screeching]

[screaming]

[horn blaring]

[tires screeching]

Sir, about your order.

Better make that three cars.
His, hers, and a spare.

p-taff

That'll happen if you
don't use your seat belt.

D'oh!

I knew you was crazy about me,
but not this crazy.

[ambient music]

May I suggest Chez Puss'
specialty of the day?

And may I suggest more
of menus written in English?

But,monsieur,
this is a French restaurant.

thud

I'll start out with some
French fries for the main course

'and for dessert, French fries.'

'Heavy on the grease.'

You would know the rich,
they're all on special diets.

We'll start with
the fish tartare.

The bouillabaisse.

- Call for you, Ms. Glitter.
- Thank you,monsieur.

Oui. The fabulous Kitty here.

Where are you, Ms. Fabulous?

I've been calling
all over Beverly Hills.

(Kitty)
'I'm with T.C. You never
said he was a mental case.'

To us. Two ships
that sink in the night.

He's not T.C.? You mean
I'm out with an imposter?

That explains it!

Hurray, soup's hot.
I'll take some of that.

My pleasure,T.C.!

Oh, I'm not T.C., I'm..

splash

All wet.

slurp

Hmm. Not bad.
Could use some pepper.

Aah. Aah. Aah..

Your check, sir.

[sneezes]

thud

[speaking French]

Forget the cake,
I'll go for the cookie.

A costume party,
what a great idea, Snerdly.

Master Benny will inherit
his estate at midnight tonight.

'So, why not celebrate?'

I'm all for it.
Waterloo, here I come.

Like, I've always
wanted to be Cleopatra.

Ha ha ha. You're costume Sphinx.

We were wrong about him, gang.

He's not the creep
we thought he was.

Don't forget to show up
tonight for the party.

- Oh, we'll be there.
- Let's go, guys.

We gotta practice
our big number.

Yeah, like,
I'm outta here. Gone.

Nobody gave me a costume.
What am I gonna wear?

(Snerdly)
I have a little surprise
for you.

A surprise?

We found a costume
that's got your name on it.

A dog's head! I always wondered
what it was like to be a mutt.

Here's your chance to find out.
Try it on for size.

Ha ha ha.

woof woof woof

Aha! This is fun.
I'll be the life of the party.

woof woof woof

You don't know
the half of it, Mr. Bowser.

Ha ha ha.

Like they say,
every dog has its day.

woof woof woof

Hey, fellas, I'm back
from my big date with Kitty.

Yikes!

It's a hound.
He ate Benny.

screech

woof woof woof

[panting]

Help! Help!
Somebody call the police.

There's a mad dog
attackin' me. Help!

Boy! I sure fooled old Brain.
He really thinks I'm a dog.

He he he!

'Stop laughing, you nasty mutt.'

You ate poor Benny.
I hope you get a belly ache.

woof woof woof

That does it.
Now I'm mad.

[peppy music]

Nobody eats my best friend
and gets away with it.

woof woof

screech

Come on down,
you pesky pooch!

woof woof woof

grr grr

Hey! Wait a minute.

Something's wrong.
Dogs don't climb trees.

grr grr

Oops!

Right!
They fall out of them.

That voice. It's so familiar.
Who are you?

I'll give you a clue.

What has four paws,
a tail and goes meow?

Let me see now.
I got it!

- A cat!
- 'Way to go, Brain.'

Thanks, Top Cat.
I'd know you anywhere.

'Top Cat?'

It's me, Brain, Benny.

Take a good look.

Yeah, yeah. It's you, alright.

I could tell
by your catnip breath.

That's it.
No more mister nice guy.

twang

What do you got to say now,
Brain?

I guess you could say
I'm putting out the dog.

woof woof woof

Ha ha ha!

[both laughing]

[dogs barking]

[smooth jazz music]

woof woof woof

Alright, alright.
Knock it off, you animals!

grr

bow wow

And that means you, Pierre.

bow

No respect. This place
is going to the dogs.

Do somethin', Dobey.

grr

grr grr

[whining]

'Ha ha ha! That's better.'

Anymore trouble and you'll lose
your tree privileges.

tring

screech

slurp

Eww, I wish you
wouldn't slobber.

Beverly Hills dog pound.

This is a concerned citizen.

There's a mongrel roaming
the Vandergelt estate.

A mongrel here in Beverly Hills?
Impossible!

grr

woof woof woof

Be here tonight
to collect him

and we'll make it
worth your while.

flap flap flap

I, uh, I get the message, sir.

You can count on me.
He won't get away!

Dobey, we're gonna have a new
guest for the isolation cell.

'Gas up the van.'

grr

[mellow music]

Now, this is what you
call a wild party.

Two kinds of mustard.

woof

Nothing like putting on a dog.

These costumes Snerdly gave us
are like far out.

Especially his!

What do you think, fellas?

I think I just
lost my appetite.

Great costume, Dibble.
What are you supposed to be?

An ex-cop who's sick of playing
nice mate to you clowns.

Geez! You don't
have to get so personal.

Hey, I'm glad we finally got
together, Kitty.

It was destiny.

It's been my ambition to meet
somebody like you, T.C.

Somebody with charm
and sophistication..

...and money!

I know what you mean.

Just a couple of hours
and we cash in our chips.

It's almost time
for our big surprise number.

We're dedicating it to Benny.

I still haven't met this
potential billionaire.

Where is he?

(Top Cat)
'Over there. Havin' his dinner.'

Atta boy, Benny.
Sit.

'Roll over.'

Atta boy.

Now, beg.
Beg!

[dramatic music]

crash

What a mess.
But he can afford it.

Yeah. Like Benny's
beggin' days are almost over.

Soon they'll all be beggars.

Da! Beggar-ski.

Time for our little diversion.

Quiet, please!

Friends, it is our pleasure
to present the liveliest

new singing group
in Beverly Hills

T.C and the Candy Rappers.

[upbeat music]

♪ This is the story
of a feline plutocrat ♪

♪ And how he became
the world's richest cat ♪

♪ Who was that ♪

♪ Benny Ball two feet tall ♪

♪ Lots of heart
not too smart ♪

♪ Benny saved the poor
rag lady's life ♪

♪ Skinny as a hungry mosquito ♪

♪ She was in fact
a very rich billionaire ♪

♪ Traveling around incognito ♪

♪ A few days later
she was dead ♪

♪ It was not suicide ♪

♪ She just upped and died ♪

♪ Her one heir was missing
and so ♪

♪ With a stroke of her pen
she left all to him ♪

♪ Benny the Ball get the dough ♪

♪ But only if ♪

♪ Benny the Ball
must stay alive ♪

♪ Forty-eight hours
he must survive ♪

♪ But if not ♪

♪ The money all goes
to Snerdly the crooked ♪

♪ And Rasputin
who's worse than a book ♪

[clapping]
I wonder if any
of your albums have gone gold.

Anybody seen Benny?
Where's Benny?

He was here
a few minutes ago.

Uh, maybe he's out
chasing cats.

[dramatic music]

(Benny)
'But I still don't understand,
Snerdly.'

'What's the big hurry?'

Like I say, the tourists are
all anxious to meet you.

'They want autographs.'

Autographs, huh?

Well, if they're really
fans of mine..

Let's not keep them waiting.

Their tour bus
is parked by the gate.

Snerdly's missing too, T.C.

It looks suspicious.

He'll do anything
to get rid of Benny.

Let's go, guys.
The party's over.

[instrumental music]

[all screaming]

They're waiting right
over here, Master Ball.

It's so dark.
I can't see the tour bus.

(Snerdly)
'Here it comes now!'

screech

(male #6)
'Gotcha, you mongrel.'

I'm no mongrel!
Put me down!

woof woof

I'm a pussycat.

'Help!'

[siren wailing]

So much for greedy mutts.
Ha ha ha!

Oh it won't be long now,
Rasputin.

[muttering]

ka-ching

Either of you
seen Benny the Ball?

He's disappeared
from the party.

Yeah. I think it couldn't have
been that bad.

doing

[muttering]

Well, you know dogs.
Maybe he's run away from home.

Oh!

Skidaddle-ski!

He's gotta be somewhere
around here, guys.

Let's scour the area.
Here, Benny, here, Benny!

These footprints
must belong to Bigfoot.

I hope he hasn't
step on Benny.

(Choo-Choo)
'Uh-oh!'

What's all this racket about?

Dibble, have you seen Benny?
We can't find him.

All I saw
was a dogcatcher's van

and it took right off.

Oh! Is that all? Let's go,
fellas, keep lookin'..

Dogcatcher's van?

[dramatic music]

Sure. All you have to do is put
two and two together.

It means Benny's
been catnapped.

That sneaky Snerdly
set him up.

What did I tell you
about butlers?

If Benny's not back by midnight,
he's out all the money.

What do you mean he's out?
There's only one thing to do.

We burst into the pound
and spring Benny.

You're puttin' me on, T.C.
Us raiding a dog pound?

Like, it's a suicide mission
and we're the suicidees.

You're right, we need advice.

[dramatic music]

beep beep beep

Hello? Information?
Give me Sly Stallone.

[snoring]

There're mongrels
in Beverly Hills.

[mumbling]

snore

[drum roll]

I'll never get out of here.
Nobody knows where I am.

How long have you been in?

Since I was a puppy.

[dramatic music]

screech

I don't know about this, T.C.

Borrowing the late
Mrs. Vandergelt's car.

Perfectly legal.

It's gonna be hours once Benny
get's his inheritance.

Where's Brain?

A-okay, chief.
All equipment accounted for.

Rope, ladder, crowbar..

'Where's the file?
I told you to bring a file.'

You got it.

He's amazing.

Meantime, what do we do
about freeing Benny?

According to "Famous Dog Pounds"

'his cage should be
right about here.'

wup-wup-wup

clang

Okay, Chooch, up you go.

Why me? You've seen all
those prison pictures?

The guys always draw straws.

Okay, let's draw straws.

[instrumental music]

Here's mine.

Forget it, Brain.
I'll go.

But if I'm not back
in ten minutes

take off without me.

[instrumental music]

[blubbering]

Yeah!
Over and out.

knock knock knock

Benny? Benny,
we're here to spring you.

[grunting]

squeak

crash

(dog catcher)
'Surprise!'

Oh, really, fellas.
You shouldn't have.

We're so glad you dropped in,
pussycat.

Yeah. Well, I think visiting
hours are over.

[peppy music]

(Top Cat)
'Over here, warden.'

'You dopey Dobey.'

For shame.

That's no way to talk about
man's best friend.

Escape!
Seal off the exits!

Glad to see ya.

Anybody here know Benny?

[peppy music]

I take it you haven't
seen him either.

grr

[dogs barking]

Here kitty, kitty. I wanna
put you up for adoption.

No, thanks,
I'm not house broken.

breet

After him, Dobey!

Up here, T.C!

This way!

Benny, you saved my life.

What are you doing in here?

My cellmate told me
about this air shaft.

It leads to the outside.

This is the first time
I'm happy to get the shaft.

We're out of here!

[instrumental music]

T.C's been gone almost seven
minutes. What do we do?

It never hurts
to start packing.

We better wait for T.C.
and Benny.

(T.C.)
'I see some light, Benny.
We've almost made it.'

Yeah, T.C., but all this
climbing has made me thirsty.

Thirsty, pussycats?
Ha ha ha!

splash

[both screaming]

That's it! All in favor of the
strategic retreat, say aye.

But that means we'd be leaving
T.C. and Benny all alone.

I wouldn't say that.

[dramatic music]

Earthquake! Open the cages!

[peppy music]

[dogs barking]

Now that all the dogs are free

we can leave
with a clear conscience.

[panting]
Yeah, except that my dogs
are getting tired.

[music continues]

Are you two looking for a ride?

The Vandergelt mansion
and hurry.

It's a matter
of life and bucks!

Right, T.C.

screech

Talk about being in a dog house!
They'll pay for this!

[siren wailing]

Clean getaway, fellas.

Just leave it
to your legendary leader.

We better hurry, legendary,
before Benny loses

his inheritance to Snerdly.

That lawyer Buckman will be
at the mansion by now.

As a great president
once said

"We got nothing to fear
but fear itself."

[siren wailing]

On the other hand, he never
broke out of a dog pound.

Better take a detour.

[siren wailing]

tick tock tick tock

Only 15 more minutes
to midnight, Mr. Buckman.

Yes. If Mr. Benny the Ball
doesn't show up soon

everything goes to you.

Isn't it a shame?

I wonder what happened to him.

Ha ha ha!

[dramatic music]

Uh-oh! The dirty dogcatcher
is catching up with us.

'This calls
for evasive action.'

'Chooch, hard right
at the carwash.'

(Amy)
'Tomorrow! Tomorrow!
We're open tomorrow!'

Sorry, sir,
we're closed until morning.

Now, what's a nice girl like you
doing in a place like this?

If I was you, I'd hang out
in the pool room.

Pardon me, miss, haven't I seen
you somewhere before?

That's a pretty old line, Benny.
But it just might work.

Hold it! Benny's right!

Your portrait's hanging
in the Vandergelt mansion.

You're Amy, Mrs. Vandergelt's
missing niece.

Where have you been?

Cleaning windshields, thanks
to my benefactor Snerdly.

How's dear aunty Gertrude?

Good news and bad news.

The good news is that
your aunty loves you.

The bad news is that she's up
at the country club in the sky.

[sobbing]

You mean, she's..

(all)
Uh-huh!

What T.C. forgot to tell you,
Amy, is that you're the heiress

to a big fortune!

I was saving it
for a surprise.

If we don't get back
to the mansion

the only one with glut
will be Snerdly.

Knowing him, he's not the kind
that likes to share.

Well, what are
we standing around for?

Beam me up, Scottie.

(dog catcher)
'Freeze, fugitives!
Ha ha ha!'

Any last words?

Uh, yes.
Do you take bribes?

Do we take bribes?

Yeah. You know, loot, shekels,
moolah, bread?

Well, how do you think I pay
for tennis lessons?

Uh, speakin' of lessons,
you connivers deserve one.

Sic 'em, Dobey!

grr

Just as I'd thought. That dollar
doesn't buy anything these days.

Except a trip
through the carwash!

Yeow!

Nice goin', Amy.
You saved our tails.

He he!
Besides givin' him the brush.

splash

[burbling]

Argh! I will..

Gee, I wonder if he qualifies
for the free hot wax?

Tomorrow! Tomorrow!

Hot wax, tomorrow!

tick tock tick tock

What are we singin' about?

Ten more minutes and Snerdly
inherits a fortune.

That wouldn't be fair to Amy.
The estate belongs to her.

Thanks! But I'd much rather
have love than money.

Is that so?
Well, you're loved, Amy.

So, come on,
let's go get the money.

[instrumental music]

screech

tick tock tick tock

Ha ha ha! Just another few
minutes until party time.

[muttering in Russian]

I still don't understand what
happened to Mr. Benny the Ball?

Like the saying goes, "That's
the way the ball bounces."

Ha ha ha!

[crickets chirping]

What a time to run out of gas.

I mean, don't these
rich cheapskates

ever fill up their tanks?

You're welcome.

Keep it up, Brain.

The inheritance
is going down to tubes.

What do we do, T.C.?
We're miles from the mansion.

By the time we get there,
it'll be--

Tomorrow! Tomorrow!
We'll get there tomorrow!

Please, kid, don't make things
worst than they are.

vroom

Hey, we've lucked out
their stopping.

Here's where
we can catch a ride.

Y-yeah, with the dog catcher.

Like he'll take us for a ride.
Pound city.

Well, well, well, look who's
roaming around Beverly Hills

without their tags on.

That's breakin' the law!

You're puttin' me on.

Did you hear that, gang?
Let's go get our tags.

Eighty-six, twenty-seven,
zero, blitz!

vroom

[instrumental music]

Way to go, money lovers.
It's the dash for the cash.

Follow me.

[dramatic music]

Hold it, guys!

Danger, eh? Nobody said
it would be easy.

Now, watch the master.

boing boing boing

thud

I'll never watch
the master again.

It's too gruesome.

Ha ha ha! Talking about weird
cats in Beverly Hills.

You're the weirdest.

A genuine Beverly Hills cop.
How quaint.

Yeah. I hear you all
carry 14 carat handcuffs.

And you leave gold plated
parking tickets on cars

that park in
no parking zones.

You some kind of wise guy?

Officer, have you got
the wrong party.

I'd love to stay and chat,
but we got date with destiny.

Tell me, foxy,
what's a nice girl like you

doing with a fleabag
like him? Ha ha ha!

Don't tell him. You're liable
to incriminate yourself.

Plead insanity.

Wise guy, huh? How would you
like to see our jail?

What do you say, gang?

Last one back to the mansion
gets a tax audit.

[dramatic music]

The captain's not
gonna believe this. Ha ha ha!

So why tell him?

screech

[all panting]

We're here. Just in time
to beat the deadline.

Two more minutes and we can..

smooch smooch smooch

...kiss the money goodbye.

Don't say that. It's us, Dibble.
Open the gates! Quick!

You gotta good case.
Beat it!

You'repersona non-grata.

What does that mean, T.C.?

It's a fancy way of saying
that we're out in the cold.

Now, forget that
stupid dog head.

Snerdly gave me strict orders.
No animals! Period!

Aunty Gertrude would have
never allowed that.

She had a big heart.

So does Dibble. Only his
is a transplant from Godzilla.

What do you say, pal?
We'll lose Amy's inheritance.

You wouldn't want
that to happen, would you?

(Top Cat)
'Think of this
cute little orphan here'

Working her fingers to the bone
in a car wash while Snerdly..

[Dibble snoring]

Shh!

snore

I think I got to him.

Too late, T.C.,
It's midnight.

[clock bell ringing]

(Snerdly)
'Ha ha ha !'

'Twelve o'clock
and all's well.'

preet preet

I obviously have no choice.

Being that Amy Vandergelt is
missing and that Mr. Ball

has disappeared.

'The estate of the deceased
thereby goes to..'

rumble

The party's over. Time for your
vacations, Snerdly.

How's six to ten
in a state pen?

That includes time off
for bread and water.

What is the meaning of this?

Wha.. You.
You're Amy Vandergelt.

She's too late.
Everything reverts to us!

[muttering]

No way. We'll go to court.

And enter a plea ofnolo solomea sub rosa contendere.

What's that mean, T.C.?

It means they got us
by the short whiskers.

Ha ha ha!

No hard feelings, T.C.

You and your gang
have ten seconds to pack

and leave the premises.

(Gertrude)
'They'll do nothing
of that sort, Snerdly.'

You and that horrendous hound
have been swindling me.

But now, I've got
the goods on you.

Aunty Gertrude,
you're alive and well.

[mellow music]

Alive, yes. I don't know
about the well.

Oh, my dear,
I've missed you terribly.

We'll make up for it.

But...but...I was
at her funeral.

She was..

thud

You only thought
you saw me.

I hired a stand-in
to take my place.

She hired a standing to..

What can I tell you?
This is Beverly Hills.

They know how to live.

To think I trusted you
as my butler!

All these years,
you've lied and cheated and..

[gasps]

He's gone.

"So long, suckers!
Gone to Rio de Janeiro."

Ha ha ha!

What's so funny about them
getting away to Rio?

They'll miss the Mardi Gras.
It was last month.

Oh!

[both laughing]

'Let them call the police.
They'll never find us.'

Ha ha ha!

A perfect disguise.

Once we're safe on that plane,
I'll get rid of it. Ha ha ha!

[instrumental music]

[muttering in Russian]

sniff sniff

It's even got you fooled.
Ha ha ha!

Cut that out!
Your nose is cold.

[dramatic music]

Hold it, you two!

Where do you think you're goin'?

woof woof woof

What do you think I am?

It's you, Benny, still wearing
that silly dog's head

from the party.

[music continues]

Ha ha! One thing
about being an ex-cop

you can't put nothing
over on me.

woof woof woof

We've made it, Rasputin.
Let the good times roll.

(dog catcher)
'Gotcha, you fugitives!'

You're rollin'
straight to the pound.

[both screaming]

(Snerdly)
'Let me go! Frame up.'

[instrumental music]

Let me out of here!

Don't you understand?
I'm human.

We're human being-ski.

[muttering]

Ha ha ha!
That's what they all say.

Two weeks in quarantine
should take care of that.

Ha ha ha!

Oh, no!

screech

Ouch! Ow! Ooh! Ah!

(Snerdly)
'Rasputin, are you alright?'

Yeah, yeah, yeah-ski.

The doors are open.

We're free!
Let's beat it with a loot.

We've made it!

We'll be rich! Rich!
Rich!

Uh-oh!

Run for your life!

Top Cat has hired a hit man.

Wooh! That was close.

Yeah. Close-ski.

Cut! Cut!
Who hired these actors?

They've ruined
the take by jumping away

from the speeding car.

You mean you're making a movie?

'Yeah. Beverly Hills Hospital.'

And you were supposed
to get run over.

Take your place, everybody.
We'll go for take two.

[dramatic music]

I'm sorry, mister, but these are
gonna star in a prison comedy

called "Beverly Hills
Animal Shelter."

screech

Well, I'm certainly sorry, T.C.
that you and the boys

have decided to leave us.

Huh? What's that?

Oh, yeah, we're sorry to leave
too, Mrs. V. Real sorry.

If you stay, I'll let you play
my new toy from Aunty Gertrude.

You can take the girl
out of the carwash

but you can't take
the carwash out of the girl.

I couldn't have said it better.

splash

The truth is, ma'am, we're all
homesick for the alley.

Like we haven't slipped
on a bana peel for days.

[all laughing]

I understand, but meantime,
I'd like to have you a token

of my appreciation.

Oh, no, we couldn't, really.

Takin' money
that we didn't earn. Never.

Well, if that's the way
you feel..

slam

Yeah, but what do I know?

thud thud thud

crash

Gosh, Mrs. Vandergelt,
does this mean we're related?

Nice try, Chooch
but I think we're out of luck.

Forget the money, T.C.

There's no better reward
than making someone happy.

[peppy music]

Make me happy
and bite your tongue.

[music continues]

Okay, alley scouts, now that
we're out of Beverly Hills

let's get down to business.

What business?

(all)
Doing good deeds.

I don't hear you.

(all)
Doing good deeds.

What's with you guys?
Cat got your tongue?

Now you know why he was
rejected by the marines.

Frankly, T.C., it's not
the same around here

without Officer Dibble.

Yeah. The challenge is gone.

Yeah. Like we miss him.

I'm with you, just 'cause
the man's gone

there's no reason why
we can't keep his name alive.

Hello. Alphonso,
send over a deluxe pizza.

Yeah and charge it to Dibble.

Let's face it. With Dibble away,
the lids off.

'We can merge with
the syndicate.'

[Dibble clearing throat]

You were sayin', T.C.?

Now that I've got my job back..

Dibble. Uh, make that
a large pizza.

You'll stay for lunch,
of course.

[instrumental music]

It's not the cost
of the gift that counts

it's the thought behind it.

Knock it off, T.C.
I'm on to you.

Thanks, Officer Dibble.
I didn't know you cared.

[music continues]

There you are.
The richest cat in town.

How's about a date?

Good timin', Kitty.
Let's party.

I told you your luck
would change, T.C.

...even though you're broke.

Broke!

thud

screech

You know I think
she's beginning to care.

I can't believe it, T.C.,
you dumped her for me?

Hi, guys, I got lonely
without you.

Amy. Glad to see you, kid.
Welcome to our humble abode.

We missed you, too.
What's going on?

A picnic.

If we can't finish it off today,
you guys can always eat it..

...tomorrow, tomorrow!

That voice is no picnic,
but why hold it against it?

[instrumental music]

[all laughing]

Attention, please, chow hounds.

Before stuffin'
ourselves any further

let's pay tribute
to the one responsible.

Good thinkin', T.C.
Uh, three cheers for the turkey.

I'm talking about
Amy here, turkey!

'Let's put the rap
on her right now.'

[upbeat music]

♪ The end to the story
of the cat.. ♪

♪ Finds Benny flat broke
simple as that ♪

♪ Mrs. V's not dead
she's alive and well ♪

♪ Amy got home
just under the bell ♪

♪ Rasputin and Snerdly
along they've gone ♪

♪ And we're in the alley
where we belong ♪

♪ We're not billionaires
and may we add ♪

♪ Who cares ♪

♪ We've got us
and Amy's our friend ♪

[indistinct]

♪ It may sound like a joke ♪

♪ We like it when we're broke ♪

♪ Our story now
comes to a happy end ♪

[all laughing]

[theme music]

[music continues]