The film is set in a small Texas town, where an ancient Egyptian cat god, in the form of a cheap statue, commands all the local felines to surrender their nine lives; a mass cat suicide ensues, as cat after cat throw themselves off roofs, bridges and telephone poles. However, the dead felines are revived, becoming beautiful women in the process, given one goal: mate with and exterminate the population of human males in order to make room for "The Great Litter".
Meanwhile, bumbling hitchhiker Ralph arrives in town and soon has a run-in with Warren, the local gadget-crazy "cat exterminator". Warren enlists Ralph's help in capturing kitties and the two quickly start to figure out that something very wrong is happening in their small town. However, when Ralph accidentally runs into Cleo, one of the reanimated cats, he falls for her instantly.