Skilley, an alley cat with an embarrassing secret, longs to escape his hard life dodging fishwives brooms and carriage wheels and trade his damp alley for the warmth of the Cheshire Cheese Inn. When he learns that the innkeeper is looking for a new mouser, Skilley comes up with an audacious scheme to install himself in the famous tavern. Once established in the inn, Skilley strikes a bargain with Pip, the intelligent mouse-resident, and his fellow mice. Skilley protects the mice and the mice in turn give to Skilley the delectable Cheshire cheese of the inn. Thus begins a most unlikely alliance and friendship.