Dick Whittington, a simple country boy from Gloucester makes his way to London seeking his fortune accompanied by Puss his magical talking cat. But London is in the grip of a plague of rats overseen by the evil King Rat, who has designs on becoming Mayor of London. With the help of the ever cheerful Fairy Bowbelles, Dick meets an array of colourful characters as he strives to defeat the army of rats and fulfil his destiny.