Fencer and a few cats are caught by a Captain whose Barge has something to be sent to China...
In a foggy night, Foofur and the others are wandering the Wharf hoping to locate some fish, but Fencer warns the others not to go on any of the barges, because there were rumors that anyone who goes on any barge in a foggy night, would never be seen again. The gang locates crates of fish, as They carry One crate of fish. however, a fisherman spots Foofur's group, who gives chase. Fencer bites the fisherman's leg, making Him slip and fall into the ocean. Foofur and the other dogs make a run for it as Fencer decides to hide inside one of the dumpsters until the fisherman gives up. however, Inside the dumpster, were four other cats, which turns out to be the Cat Quartet. just as the Quartet was about to clobber Fencer, the Fisherman spots them and all five cats made a run for one of the barges called the Caviar Corsair. upon reaching the barge, Fencer and the Cat Quartet encounter Two dogs named Mizzen and Mast, chase the cats. As the chase went on, Fencer and the Cat Quartet run for the Barge's hold, locking out the Two Dogs. the Dogs then said, That Their new task since They're here is to deal with any rats They encounter, if they value Their lives. and just as the Quartet is about to throw Fencer out of the room, Fencer warns them that if He's thrown out, the dogs will get in, which forces the Quartet to not throw out Fencer, as They decide to rest for the night. As Mizzen and Mast continue barking, The Barge's Captain tells His dogs to stop barking as It's time to rest, is to cast off at 6 am. Fencer is asleep on a high height so that the Quartet couldn't reach Him. As the Quartet are about to fall asleep, They remember the time they first encountered Fencer in My Pharaoh Lady.
As the sun was rising, Foofur's group returns to the Wharf, and notices that one of the barges, called the Caviar Corsair is gone, so Foofur suggests going on one of the barges to come after the Caviar Corsair. They see a Motorboat and Foofur gets an idea. Foofur's group manages to get in the boat and goes after the Barge. The Person who owns the motorboat notices this and calls the police to retrieve the boat. Meanwhile, At the Caviar Corsair, Fencer wakes up and sees outside and sees that the barge already cast off, and worse, He and the Quartet are under attack by Rats, Since there were too many to deal with, The Quartet hide somewhere as Fencer locates a lot of bubble wrap, and uses it to scare the rats away. As Fencer tries to find another way out, He hears a lot of meowing and sees dozens of cages (some of them made of steel where the pedigreed cats are in, and some of them made of wood where the mixed-bred ones are in) and most of them contain Cats, as He has the Cat Quartet come and see this. Meanwhile, As Foofur and the others close in on the Caviar Corsair, They try to locate a way in. Fritz-Carlos gets inside and is tasked to find some rope, so The rest of the gang can get topside. inside the Hold, As the Quartet was looking for some things to unlock the cages, Fencer asks one of the caged cats about what's going on. One of them, comes out of the shadows, who happens to be Cleo who looks ragged. She says that They were all catnapped from Their home countries, to be sold as Food in China. In Cleo's case, After the Catsupsu incident, The Exhibit went south as Tutley went to a hospital after being trapped in Catsupsu's sarcophagus. just as Fencer is about to apologize to Cleo about what happened, the ship's captain grabs Fencer as the Quartet run from the Captain's henchmen. Fencer claws the Captain's face, grabs the silver master key, freeing Cleo and a few other mixed-breed cats. The Captain orders Mizzen and Mast to keep all the cats from leaving the Hold, just as Fencer and Cleo almost made it to the exit. the Henchmen manage to capture the Quartet and put them in separate metal Cages, each one containing a pedigreed female Cat. As the Captain manages to corner Fencer and Cleo, One of the henchmen tells Him that the Coast Guard is coming. The Captain then tells His henchmen to hide the cats as He plans to throw Fencer and Cleo overboard after the Coast Guard leaves. which Fritz-Carlos with a rope overhears, making Him realize That Fencer's time is running out, as He hurries to get Foofur and the others aboard.
Minutes later, As Foofur's Group manages to get aboard, The Coast Guard comes aboard the Barge telling the captain that a stolen motorboat is near Their barge, so He asks the captain to check the crew of their fingerprints to determine who stole the boat. as Fencer tries to convince the Coast Guard's Dog that There are Cats held prisoner in the hold, The Dog isn't convinced. As the Coast Guard sees that no one on the ship matches the fingerprints on the motorboat, He leaves, but Foofur and the others try unsuccessfully convince the Coast Guard's dog about what's going on. Knowing the Coast guard's dog won't listen to reason, Louis decides to trip up the dog, angering Him as Foofur tells Louis and Fritz-Carlos to keep the Coast Guard from leaving as everyone else goes to the hold while Fencer, Cleo, and all the other cats are being held. Foofur gets two master keys and goes to the Helm to free the cats, including Fencer and Cleo. Louis and Annabell get to the helm to make the Barge turn back toward Willowby. As chaos ensues, The Captain fed up with what's happened, said, "I knew Those cats were trouble". As the Cat Quartet members serenade to each female companion inside Their separate cage as the females applaud, Foofur frees them as well after telling them, that as long as They lay off of Fencer, He won't chase them to the ends of the earth, which the Quartet complies. In the Captain's Cabin, Cleo tells Fencer to sing. He sings badly at the intercom, causing the remaining cage locks to be unlatched, the boilers in the barge to explode, and everyone on the barge to wince as they plug Their ears. And as the Caviar Corsair was starting to sink, The Coast Guard, the Captain, His henchmen, and the Rats jumped overboard as Foofur's Group along with the Cats head for the Lifeboats after the kidnapped cats retrieve Their licences from the Captain's cabin.
Minutes later, the Coast Guard arrests the Captain and His henchmen for cat hoarding, selling them overseas as food, and refusal to maintain an up-to-code barge. And on the Coast Guard's Boat, While the Cats and Dogs (Except Mizzen and Mast who are to be sent to an Animal Shelter) head for Willowby, The Cat Quartet (Who are each being embraced by a girl cat) thanked Fencer for saving Them, but Fencer says that They should thank Foofur and the others for the rescue. Foofur says that Fencer's horrible singing saved the day. At the Airport, As most of the Cats head for Their home countries via airplane, a few cats including Cleo decided to stay at Willowby since They had no future back home and Cleo hugs Fencer, making Him shed some tears. At Night, Back at the Mansion, Fencer and Cleo (who is clean and groomed) are watching the night sky on the roof, looking at the night sky. As Fencer asks Cleo what the future holds, Cleo kisses Fencer not just for saving Her, but also giving Her a new home, then, She whispers something that surprises Fencer...
- This episode is where Cleo returns as a major character and stays in Willowby.