Rocki tries to Join the Uptown club by staying a night in an condemned dog pound, where She encounters a nervous green Dog.
Rocki walks around town on Her own, but goes back when She sees the Uptown Club (composed of Three Puppies) come out of a pet care store, and places Her left Ear over Her head, but is covered with mud thanks to a passing car. The Uptown Club encounter Rocki, and They insult Her because She's covered in Mud making Rocki think It will be hard to join the Uptown Club.
Later, Foofur washes Rocki to get the mud off Her. Rocki then asks Her Uncle if She's pretty enough to join the Uptown club, Foofur says that Looks aren't important if They're friends enough, but as Rocki leaves, Foofur hopes that the Uptown Club isn't too uptown for a downtown pup like Rocki. At the Uptown Club, the leader, Pam, (A Pekanese Pup) sees Rocki coming, and quietly tells Celia (A Gray Poodle with Dark Gray Fur) and Brenda (A Bole-Colored Puppy) Her plan. Rocki come to the doorstep as the Uptown pups open the door and ask Rocki on how badly She'd want to join the club. Rocki says "like nothing else in the world". Pam then tells Rocki to complete a task by visiting the abandoned Dog Pound, which is claim to be haunted by a ghost, Tonight. and bring proof. unknown to Rocki, the Uptown Club plan to scare Her.
at Night, Mel and Harvey are seen looting the interiors of the pound, as Harvey says that the Pound will be demolished tomorrow. The Uptown Pups are seen inside as well, ready to scare Rocki if She comes, but are spotted by Mel, but Harvey steps in a paint bucket, making some noise, alerting the Uptown Pups and run away, thinking the ghost is real. Harvey sees Rocki entering the Pound, but steps inside the same paint can making noise, and Rocki hides behind a box, and sees Mel and Harvey approaching Her but They run away when They hear a menacing howl. Rocki screams for help, but was told to keep quiet by a scared giant grey Dog, who introduces Himself as Harry, and when He comes into the light, He tells Her that His fur is green. Rocki explains to Harry why She came and hopes Harry would come as proof. Mel and Harvey take as much stuff as possible and Drive away as Rocki and Harry run from the Pound.
In the Mansion's Basement, Rocki lets Harry sleep for the night and covers Him with newspapers and says good night. the Rat Brothers, however, see Harry's Tail thinking it's moldy cheese, Bite down on Harry's Tail making Him panic and run, but He accidentally tackles Foofur who was getting a snack from the refrigerator, flips the couch that Annabell was sleeping on, and turns around When the Green Dog encounters Fencer, and tackles down the dogs in a panic. Just as Louis is about to clobber the green dog, Rocki explains that Harry's Her friend. In an alley, Rocki says that She explained the situation.
At the Uptown Clubhouse, Brenda sees Rocki coming and Rocki says that She stayed the night in the haunted Pound. Pam doesn't believe Her, and Rocki introduces Harry to the Uptown Pups. the Three pups are surprised, but they laugh at Harry, and when Rocki laughs softly, Harry, feeling dejected, leaves. Rocki explains what happened to Foofur and suggests that She apologizes to Harry, She does. but Louis comes with a bag of stuff and tells the Gang that the Abandoned Pound is being torn down, since Rocki is coming there, Foofur and the gang run to the pound. as demolition began, Rocki searches for Harry, while The rest of the Gang keep the demolition crew busy. Rocki still inside Shouts that She's sorry. but as a wood cage was about to fall on the Puppy, Harry gets Her out of Harm's way, as Foofur tells the Two to exit the pound quickly.
At a Fancy House, as Rocki asks Foofur if Harry will like His new home, The Uptown Pups say that Rocki is now an official member since She laughed alongside the others. Rocki thanks the Uptown Pups for the offer, as Harry thanks Rocki for being a gem of a friend.
- According to a Poster in the Uptown Clubhouse, Pam, Celia, and Brenda are not only the Charter Members, but also the only members.