The city-slicker mouse, Herman, takes his bumpkin country cousins for a night on the town at a penny arcade. Katnip the cat, Herman's long-time nemesis, is present and spoiling the party so Herman floats him away with some hydrogen-filled balloons. But the pesky Katnip returns and after some furious cat-and-mouse games, utilizing all the slot machines and games in the arcade, Katnip ends up as the loser, ending up as the target in the shooting gallery.