A peasant boy and 38 cats band against the tyrannical Ali Baba the 33rd and his cat-phobic genie.

The tyrannical Ali Baba the 33rd is broke, having squandered all his money. He finds a magic lamp, but the cat-phobic genie inside cannot work his magic until all the cats in the kingdom are gone. Ali Baba captures most of the cats, but some of them escape and team up with a mouse and a young boy whose ancestor was robbed by the first Ali Baba. Together, they plan to get back the stolen treasures, rescue the other cats, and save the oppressed people from Ali Baba's reign.—cupcakes