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The Film Begins where Pepé Le Pew opens the champagne bottle and pours on two cups and dumps he bottle in the block of ice and puts on the robe and pick up the ciagre and begins the story how he and his friends had done well. In Paris, Penelope Pussycat is on the mission alone, attempting to steal the hotdogs. Pepé Le Pew sees her and immediately mistakes her for another skunk, she attempts to wiggle free from Pepé's embrace, Pepé Le Pew told her that he and Penelope Pussycat are going to steal the hotdogs, by creating diversion. She steals some hot dogs from a hot dog vendor with the help of Pepé Le Pew. Together they are successful, Pepé Le Pew and Penelope Pussycat return home, Odie followed them.

They both eventually arrives at the castle along with his meal, to share with his friends: Crash and Eddie, Despereaux, Magda, Ajar and Meeko. Odie sneaks into their home, located below the city's docks, and is discovered by animals. At first, they, except Pepé Le Pew and Penelope Pussycat, think that he is a spy, but when he explains his smell Pepé Le Pew's hot dog theft from earlier that day, they begin to develop respect for him. Later, Dracula comes in and explains that he is running out of time to repay the money he borrowed from Jafar, a shipyard agent and ruthless loan shark. He and his devils, Pain and Panic, arrive. Dracula tries to appease Jafar with leftover items located from the streets, but it does not work.

While Pain is sniffing around the castle, Panic flirts with Magda. When Crash tries to attack him, after Pain threatens Ajar after he insulted him, he is held back by Eddie, then Despereaux tells Panic to pick on somebody his own size, but Panic is not intimidated by him. He is asked by Pepé Le Pew about whether he lost his sense of humor or not and in reply, Panic smashes their painting. It is then that Pain finds Odie. He bites his stomach after Pain attempts to kill him and Pain and Panic both intend to tear him apart when Pepé Le Pew and the gang gets between them. Before further violence can ensue, Jafar calls his henchmen back to his car, and they leave while making threats towards the gang and Odie.

After this, a soaking wet Dracula returns to the castle, happily that he has only three days to find the money he owes Jafar, or else. He discovers Odie and, considering that they all need help, accepts him into the gang.

Next day, Dracula sets out into the city with his hearse with the gang and Odie. While he tries to sell his wares at a pawn shop, the animals come face-to-face with a limousine driven by Sir Aaron. He is the butler of the forest and is taking care of Lisa's son, Sosuke, while they're out of the country on business in Europe. The animals stage an elaborate ruse in order to get Sir Aaron out of the car. Magda hits it to make it look like Sir Aaron had hit someone and Despereaux comes in his place to play the role of the hit dog. While Sir Aaron tends to Despereaux, Odie, Meeko and the possums slip in and attempt to steal its radio so as to give it to Dracula in order to sell it and earn some money in return for partial payment to Jafar. In doing so, Crash and Eddie gets shocked by the electrical system, due to Odie's mishap with the car keys and the ignition, and Sosuke finds Odie tangled up in the wires near it. When Magda notices Odie is still in the car as it drives away, she scolds at Crash and Eddie for not watching over him. Pepé Le Pew decides to follow the limo with Penelope Pussycat while the rest of the gang return to Dracula. Finally, they find their friend taken to a big forest by Sir Aaron and Sosuke, mistaken for a "torture place." Penelope Pussycat attempts to rescue him on her own, not before being stopped by Pepé Le Pew. Odie finds a good home and a caring owner in Sosuke, to the chagrin of Sir Aaron and Moro's adopted daughter, San.

Sir Aaron was left responsible for Sosuke by his parents while they were away on business in Europe, and they have to wait for his parents' approval. In the kitchen, Odie has a special meal prepared by Sosuke, who made a mess in the kitchen while preparing the meal, which annoys Sir Aaron a bit. When San enters the kitchen, despite Sir Aaron's warning, she is shocked and disgusted to see a dog in the forest and eating out of her brothers bowl. Calling for Sir Aaron fails, so now, San does everything she can herself to handle Odie with sarcastic questions and finally a scold, telling him that despite the fact Sosuke's family owns the forest, she is the person with the most power in the household. Luckily, Sosuke comes in after having had a talk with his parents on the phone and tells San that they have approved about his decision of keeping Odie and that they're going to be "the best of friends." San simply smiles and chuckles slyly after hearing it.

Meanwhile, back on the street, Pepé Le Pew and Penelope Pussycat come back to Dracula and the rest of the gang and inform them about everything, thinking Odie is in "danger" and being "tortured." Pepé Le Pew comes up with an idea on how to "rescue" Odie.

The next day, Pepé Le Pew and his friends go to forest to "rescue" Odie; thinking he is in danger and being tortured. After some initial disputes, San is very happy that they are here to collect him and helps them take him back, convincing them that he's been traumatized by the whole experience and wants to go back to them. When he is taken back, he is sad because he was happy living with Sosuke. Penelope Pussycat is upset, nevertheless, she allows him to leave. The gang is sad to see him leave and he, full of sadness and sorrow, is sad to leave them as well. Before having the chance, Dracula comes in, takes him back in, and sits in his chair, full of sadness, because of his lack of hope and luck of earning some money to pay off Jafar after the last couple of days.

Later, he sees Odie's new golden tag and the wealthy district he got it from and sends Sosuke a map and a letter requesting "lots and lots of money" as a ransom. He then goes to convince Jafar that his plan will work. While he intends only to ransom Odie, Jafar believes that he is "thinking big" in an attempt to kidnap and ransom the dog owner, and gives him 12 more hours.

Sosuke receives the letter and takes San with him to go and retrieve Odie, but Dracula's poorly drawn map leaves them both totally lost, although they do unknowingly arrive at their destination. Being distraught that his "wealthy dog owner" is only a little boy with his piggy bank, Pepé Le Pew decides that Dracula might as well return Odie to him, and pretends to find him in a hole. However, Jafar then uses his magic to expose Pepé Le Pew and then kidnaps Sosuke, which San is angry, when she learns about Pepé Le Pew is working with Jafar, Jafar tells him to keep his mouth shut and consider their account closed and drives off back to his lair.

Following the successful of Jafar, Pepé Le Pew demanding is everyone okay, they all agree, but Magda told Pepé Le Pew that they have been fooled. Realizing they have been fooled, Pepé Le Pew told his friends that they can't lose Dracula and manage to save Sosuke by convincing San to help, but San refuses that he lied. Eventually, Penelope Pussycat has an idea that Pepé Le Pew would led them to the Jafar's lair. So, Pepé Le Pew and the gang, including San, follow and found Jafar's lair, where Sosuke is tied up.

At Jafar's lair, after an inspection made by Ajar and Despereaux that discovers everything is locked up tight, Pepé Le Pew comes up with a plan on how to get in, including Odie as part of the plan. The plan is set with Odie in a football helmet as the second "cannonball" on a "seesaw," Meeko the "maestro," and Magda as the first "cannonball." After Magda jumps, Odie, in the helmet, is launched and breaks through a window. The noise of the glass shattering alerts Jafar, Pain and Panic. After Odie lands safely inside, he hears Pain and Panic and hides in a corner in order to avoid being detected by them, then he manages to open a hatch that could only be opened from the inside and lets the big animals in. As Pepé Le Pew and the gang enter, they do everything they can to avoid security cameras and Pain and Panic.

From the top of Jafar's office, Pepé Le Pew and the gang observe Jafar talking on the phone to Sir Aaron for the ransom and see that Sosuke is okay, but tied up. Pepé Le Pew comes up with a plan on how to distract Jafar and help Sosuke. Pain and Panic are later alerted by their enemies' smell. While Magda, Ajar and Despereaux distract Jafar by posing as a pizza delivery guy and luring him away, Pepé Le Pew, Penelope Pussycat, Crash and Eddie, Meeko and Odie enter and try to rescue Sosuke. Odie and Sosuke are happily reunited. The rest of the gang shows up after having distracted their enemies, thanks to San dropping a heavy tarpaulin on Pain and Panic to buy them time to save Sosuke.

Chewing the ropes off Sosuke fails and their enemies return, before Pepé Le Pew has another idea to get them out of here with a crane and Crash and Eddie, who is at first reluctant, then cooperative with San's persuasion, as the mechanic. They manage to escape with Sosuke before Jafar and his henchmen break down the door, which the gang locked up earlier. Things go well until Jafar cuts off the controls of the crane with a fire ax, causing the gang to fall and land on a long slide.

After their Rescue, Jafar yells in frustration, and the chase ensues (Music from “Tom and Jerry: The Magic Ring”, “The Fox and the Hound” and “Oliver & Company”). They run everywhere until they reach the paris bus. But the bus stop and races back to the bad guys. Jafar passed them. As The gang manages to escape from Jafar, Jafar pursue everyone. They hide in the burrow while Jafar tries trapping them by setting fire to its entrance. They narrowly escape without getting burned as the trio chase them up the top of a hill until they reach the end of the buildings, where Jafar have their enemies have them cornered. Suddenly, There was a sound of the horn. It was Dracula on his hearse! He gunned the engine and raced passed Jafar. San watched in horror as Dracula clattered down the station. The chase is going on and on. Pepé Le Pew swerved and drove up onto safety. Sosuke screamed and covered his face. The chase ends where Pain and Panic are killed.

Pepé Le Pew, Penelope Pussycat, Crash and Eddie, Despereaux, Magda, Ajar, Meeko, Odie, Dracula, Sosuke and San engage Jafar in combat, but even when bound by the rules of Magda, he easily outmatches them, using his tremendous powers to stop them from getting the lamp. His indiscriminate use of power opens a fissure in the ground which is filled with magma. Thoroughly trapped, Pepé Le Pew faces certain death when Dracula shows up and grabs the lamp, having fully turned against Jafar. Jafar blasts him as Dracula gives Meeko the lamp and then Meeko gives Pepé Le Pew the lamp, Penelope Pussycat throws a golf bat to Pepé Le Pew and he eventually swing the lamp into the magma. Pepé Le Pew and the gang escapes and watches the lamp is melted and liquefied, it causes Jafar to violently implode into a cloud of dust, destroying him forever.

With Jafar gone, San accepts Pepé Le Pew and the gang as Sir Aaron show up, angry. Dracula attempts to banish him from Paris forever, Moro stops him that she arrived at Paris the whole time, she was angry about Dracula attempted to banish her bodyguard. Moro growls as the gang moved aside, revealing Pepé Le Pew. Moro meets Pepé Le Pew and, in an accusatory tone, lists Pepé Le Pew's crimes, but nevertheless pardons him for saving Paris and everyone. Moro then bows to Pepé Le Pew, which is considered an extremely high honor as it implies being of a higher status than Moro, His friends bow down, too.

Before going home, San tells Crash and Eddie that they is very dear to her. However, she cannot forgive Pepé Le Pew for what he have done. Overhearing this, Pepé Le Pew tells Penelope Pussycat that this is why he loves her, but Penelope Pussycat tells him that she is his best friend. Magda tells everyone that let's all go home. Pepé Le Pew takes Penelope Pussycat's hands and They all head home together. After the story, Pepé Le Pew finds himself and wonders where everyone has gone to and after remarking that "War is fine, but love is better", he immediately picks up on where Penelope Pussycat went.

Pepé Le Pew finds Penelope Pussycat hiding in the Air Conditioning machine below the Louvre and traps her in it with himself. Pepé Le Pew's fumes spread through the Louvre spoiling various works of art (the limp watches of Salvador Dalí's The Persistence of Memory turn erect and break, the heads of the couple on Grant Wood's American Gothic retreat into their bodies in the manner of turtles, the person overseeing the workers on Jean-François Millet's The Gleaners shoots a starting pistol causing the workers to dash off like sprinters, and the color on Edgar Degas's Two Dancers falls off turning it into a paint-by-numbers picture), the Film ends with the fumes causing the Mona Lisa to talk ("I can tell you chaps one thing. It's not always easy to hold this smile.").

During the end credits, as it starts to write out, Bugs Bunny forces it to rewrite itself as "That's not quite all, Folks!". Finally, after the credits finish, it appears, already written, as "That's really all, Folks!".


  • Pepé Le Pew
  • Penelope Pussycat
  • Crash and Eddie
  • Despereaux Tilling
  • Magda
  • Ajar
  • Meeko
  • Odie
  • Dracula
  • Jafar
  • Pain and Panic
  • Sosuke
  • San
  • Sir Aaron
  • Moro
  • Moro's Clan
  • Louie the Hotdog Man


  • Will Arnett as Pepé Le Pew
  • Ellen DeGeneres as Penelope Pussycat
  • Seann William Scott as Crash
  • Josh Peck as Eddie
  • Cam Clarke as Despereaux
  • Anjelica Huston as Magda
  • Robert Naylor as Ajar
  • John Kassir as Meeko
  • Gregg Berger as Odie
  • Adam Sandler as Dracula
  • Jonathan Freeman as Jafar
  • Bobcat Goldthwait as Pain
  • Matt Frewer as Panic
  • Frankie Jonas as Alice
  • Vanessa Hudgens as Meray
  • Dave Wittenberg as Kakashi Hatake
  • Gillian Anderson as Moro
  • Frank Welker as Louie


Based On Characters Created by:

Michael Maltese

Executive Producer:

Sam Register

Produced by:

John W. Burton

Associate Producer:

George Scribner

Music by:

Mark Mothersbaugh

Score Composed by:

Milt Franklyn

Casting And Voice Direction by:

Charles M. Jones

Edited by:

Mark A. Hester

Story by:

John Duhn

Written by:

John Edwards

Directed by:

Darrell Van Citters


01. Why Should I Worry?

Performed by: Will Arnett, Ellen DeGeneres.

02. Skunk Funk

Performed by: Will Arnett, Ellen DeGeneres, Seann William Scott, Josh Peck, Cam Clarke, Anjelica Huston, Robert Naylor.

03. Streets Of Gold

Performed by: Will Arnett, Ellen DeGeneres, Seann William Scott, Josh Peck, Cam Clarke, Anjelica Huston, Robert Naylor.

04. Perfect Isn't Easy

Performed by: Claire Danes.

05. Good Company

Performed by: Frankie Jonas.

06. Prince Ali (Jafar's Song)

Performed by: Jonathan Freeman.

07. Best Of Friends

Performed by: Will Arnett, Ellen DeGeneres, Seann William Scott, Josh Peck, Cam Clarke, Anjelica Huston, Robert Naylor.


  • This film was based on Oliver & Company.