Fencer, His family, Foofur, and Rocki come to Birmingham, Alabama just to come to the Scat Cats' Final Performance at the Jazz Museum, but things don't go well along the way...
At the mansion, Fencer and Louis are watching a TV movie and once it's over, Fencer leaves and relaxes on the field, later, He hears from Ferdinand of the Cat Pack telling the others that The Scat Cats are retiring and are going to have Their farewell performance at Birmingham, Alabama. Fencer remembering the events from Fencer Gets Soul, has decided to come to Birmingham to see the Scat Cats and convince Them not to retire. Foofur, Louis, and Annabell offer to come along, with Cleo wanting to know about the music of soul as She tells the kittens to stay behind. Fencer thinks it over, and agrees. At the Trainyard, Fencer and the others hop on a hay-filled train car, as the train moves south toward Birmingham. Unknown to The gang, The Cat Pack and Their wives take a different train car...
that night, as Foofur and the others are asleep, Rocki wakes and tells Fencer that She's heard an operatic voice, Fencer checks the source and sees a cream-colored girl mouse, named Etta who sleeptalks, as She wants to go to Chicago to try Her luck singing opera. Fencer explains that it's only a mouse, and They return to sleep. As morning came, The Gang arrive in North Birmingham and They come out of the train cars, as are The Cat Pack's group. but, before a great big fight could ensue, a Train Cop sees this, and goes to summon animal control. Cleo who sees this, tells Foofur that the situation got worse. so They decide to make a run for it, but as they near the exit, The Train Cop slams the gate shut, so as the Cat Pack fight the Train cop, Foofur uses a stone to smash open the gate controls, unlocking the gate. The groups escape, seconds before animal control came.
Hiding in the Lawton Elementary School, (Parody of the Lewis Elementary School) Foofur says that Animal control will still go after them so He suggests splitting into groups of Five. Foofur selects Himself, Vinnie, and Viola as leaders on their way to the Birmingham. Moments later, Foofur (with Fencer, Cleo, Louis, and Annabell), Vinnie (with the rest of the Cat Pack) and Viola (with the Cat Pack's Wives) head different routes to the Jazz Museum. but Vinnie warns Fencer that if anything happens to make them late for the concert, He'll wish He wasn't born a cat. but before splitting up, Foofur asked why the Cat Pack's kittens are without a kitten-sitter, Viola said that it's all taken care of. Back in Willowby, The Kitten Pack are playing hide-and-seek with Fritz-Carlos, Hazel, and Rocki as Mrs. Escrow checks the house.
As Viola's group traveled on, They see an yellowish kitten run from a worker of a Music Store. Viola comes to aid the kitten, and He does successfully. The Kitten thanks the Cat for the help, and Viola asks why He'd come to a music store. the Kitten introduces Herself as Rachelle and explains that He was trying to purchase a harmonica for Her Uncle. but the Worker refused the kitten service. everyone else feel bad and decide to attack the worker, but at Rachelle's suggestion, places the money on the counter and leave with the harmonica. Rachelle explains that a harmonica would be a great gift for Her Uncle as She comes with Viola's group who continue Their venture to the Jazz Museum.
Vinnie's Group come to a public park and they encounter an orange kitten named Miles, who is about done painting an acrylic painting. Miles sees Vinnie's group, panics and runs up a tree. after some time, the kitten calms down, and introduces Himself as Miles, who thought They were dogs trying to destroy the painting. Miles completes the painting, but unfortunately, Four Dogs come and chase Miles, but are clobbered by Vinnie and the Cat Pack, and ran like little puppies. Miles thanks the Cat Pack as He comes with them to the Jazz Museum.
While Foofur's Group are getting closer, Cleo still has an itch in Her neck, which They accidentally cause a traffic jam, and They run for the nearest hiding place, which is an abandoned orchestral hall, inside, They see a grey-ish kitten who is looking at some sheet music. Fencer asks what the kitten's doing, and She says that She's writing a song for Her Dad. Fencer thinks about what He would do. The kitten introduces Herself as Emily as Fencer was about to help, but He sees Duke the mouse (from Fencer gets Soul) half-asleep on a piano. Fencer then quietly wakes Him. Duke is excited to see Fencer again, but when Cleo comes to tell Fencer that Her itch has gotten worse, She sees Duke and panics, but Fencer says that Duke is a friend, but has Her promise not to eat Him. Cleo promises as Duke looks at Cleo's neck and sees something creamish in Her fur. Duke carefully removes the sleeping mouse from Cleo's fur and lays Her on the piano, and it was in fact Etta from the train. Etta wakes up and sees Duke. She warns Duke to stay away, but when She sees Fencer and the Cats, She hides behind Duke, who assures Her that Fencer won't eat them. Fencer then introduces Duke to Cleo. Etta then apologizes for panicking, but She tells Duke that She's wanting to go to Chicago to sing in opera. Duke then tells Her that She's in Birmingham and one the retirement concert's over, He and the rest of the Scat Cats will bring Her to Chicago, making Etta kiss Duke, making Him blush. Fencer then wishes Etta the best of luck following Her dreams. Fencer then tells the others that They must get to the Jazz Musuem. Duke then wants to come along, but asks Etta if She wants to come along. She says Yes. They all leave as Emily thanks the dogs for giving a little bit of inspiration as She too comes along.
At night came, Vinnie's group has finally came to the musuem. but before They can find a way to get inside, They are told by a Guard Dog to leave. An angry Ferdinand refuses as He attempts to attack, but He backed off when He saw how sharp the Dog's fangs are. Viola's group comes as well, but Vinnie stops them. He then explains the situation and that a dog is refusing to let anyone enter. as They formulate a plan, They see Foofur's group approaching as the Guard Dog ordered them to leave. Foofur tries to talk some sense, but the guard Dog tries to attack Cleo, but Fencer karate chops the Guard dog's mouth, shattering some of His teeth. as the calamity ensued, Vinnie K.O's the guard dog as Foofur then tells the Cat Pack and Viola's group to get inside as everyone else does the same, and locks the door to keep the guard dog from going after them. Foofur commends Fencer for His quick thinking, as They are finally inside.
Inside the Museum, They come to the Gallery room to see a large crowd of felines waiting for The Scat Cats, who came in through the building's ventilation from behind the building. Duke comes in the museum office and tells them that He's here. as the Scat Cats aren't having much luck practicing. Foofur and the others come as Rachelle, Miles, and Emily come to the Scat Cats, and Foofur's gang realize that Rachelle is Django's Niece, Miles is Nathan's Son, and Emily is Clive's Daughter. however, just as the concert was about to start, the Cats in the audience scatter from the Guard Dog, who went in through the window. As the Guard dog was about to demand the Scat Cats to leave, Vincent bites the guard dog's leg, and makes a run for the stage, as the Guard Dog pursues the kitten. Then Vincent screams, "Felines and Non-Felines... The Warm-up act this evening, False-Note Fencer!" Fencer sings horribly making the museum shake, the listeners cover their ears, wincing in pain. then, Foofur and Louis cage up the guard dog, as the latter accuses the dogs of being traitors to their own kind.
The Scat Cats then appear on stage and give a special thanks to Their younger generation, and to Fencer and His friends for not only saving the spectators, but also saving the concert. and Clive declares that the Scat Cats won't retire, and also, Duke and Etta have become an item. as They sing a song about Fencer, giving Him mixed reactions. as The spectators watch the concert, Rachelle, Miles, and Emily watch with their heads held high. as for the Guard Dog, He is still in the cage declaring that when He gets out, He'll make Fencer pay for His humiliation.
- The names of the Scat Cats are Cliff (The Black One) named after Cliff Williams, Nathan (The Crimson One) named after Nathan Morris, and Django (The Yellow One) named after Django Reinhardt.