The Rat Brothers determined to get some food to eat, infest Hazel with Circus Fleas.
It's a windy day at the mansion as the Rat Brothers try to get some food in the kitchen, Hazel shoos the brothers out, The Rat brothers think up a plan which involves fleas and go find some. Chucky returns and tells Sammy He's got a bag full of fleas. meanwhile, as the gang is asleep, Sammy and Chucky dump the bag of Fleas on Hazel, who wakes up and panics, waking everyone. Foofur asks where the fleas come from. the fleas acrobatically form a circus tent. and explain acrobatically. Sammy disdainfully saw what's happened pulls Chucky's whiskers for bringing circus fleas, instead of the meanest fleas.
At the Willowby Dog Pound, as a man searches the dogs with a magnifying glass. Harvey captures the man and accuses Him of attempted theft of dogs. The Man identifies Himself as the Fabulous Fleadini, and explains to the dog catchers that He's in search of His circus fleas, since They can't live long in the cold weather, and offers a reward for their return, making the dog catchers get His attention. back at the mansion, as Foofur and the gang search for Fleadini, Hazel spots Sammy and Chucky in the Kitchen, as They escape after being spotted. Hazel tells Foofur that She'll stay to keep the Rats out of their food supply. some time later, just as Hazel is getting annoyed from the fleas antics, She hears Mrs. Escrow's car, She hides in another room. Pepe comes in first and spots Hazel, but His entire body is infested with fleas. Mrs. Escrow comes inside the kitchen and looks in shock to see Pepe covered with fleas. realizing the house has fleas, Mrs. Escrow leaves the house after shaking Pepe to remove the fleas, and goes to call an exterminator. thirty minutes later, as Hazel is still waiting for Foofur to return, the Rat Brothers corner Hazel and order Her to get away from the food supply. Hazel refuses to comply and tells the brothers to go away. The Fleas respond by matching toward the brothers, who run away. Hazel thanks the fleas for what They did. but Their joy is shortlived when the exterminator arrives...
Nearby, As the Dogcatchers are looking for the fleas, they see the exterminator's truck, and the exterminator means bugs, so They go around the back of the mansion to avoid being detected by the exterminator, who is using a poison fog machine in the mansion. Hazel escapes the mansion successfully and meet up with Foofur and the others, just as They return. Hazel explains the situation, and goes back in the mansion to save the fleas as the others attack the Exterminator's equipment. Inside the mansion, Hazel sees the fog of poison approaching HEr and the fleas, so She makes a desperate run outside, but is captured by the dogcatchers, and They see the chilling fleas on one of Her ears, and take Her away. Fritz-Carlos sees what happened, and inform the others, who are going to the Pound to rescue Hazel.
At the Pound, Mel on the phone talks to Fleadini and They want double the reward, and Mel said that if They don't get the money, the Fleas will freeze to death. Foofur and the others infiltrate the pound, free Hazel, and exit quickly. But goes back inside, thinking the Fleas are frozen, but the Gang sees Mel and Harvey scratching like crazy. Fleadini comes inside, pleased that He won't pay the dogcatchers anything summons back His fleas in a glove. Foofur tells the others that "being too cool can sometimes slip You up". Back at the Mansion, Sammy and Chucky are glad to have eaten the food supply. But, They get Their comeuppance, when Baby returns with a bag full of fleas, letting loose a slew of mean fleas making Sammy and Chucky scratch uncontrollably in a panic.
- As Foofur and the others are asleep, Hazel's muzzle is the same color as Her fur and Fritz-Carlos' mustache is black.
- Just as Hazel wakes up and panics about having fleas, one side of Fritz-Carlos' mustache is yellow, but returns to being white.
- As Foofur's group comes to rescue Hazel from the dog catchers, Annabell's nose is black instead of pink.
- When Chucky says that the fleas are going to protect Hazel, Baby is the same color as Chucky.
- After Fencer uses the exterminator's smoke bomb, He disappears as Foofur and the others attack the exterminator's Fog hose.
- As Foofur's group is about to go to the Pound to rescue Hazel, Annabell's nose is black.