Terrorists infiltrate Innsmouth, a new maximum security prison, and inmate Mace Richter, a former police officer, is the only one who can foil their plans.

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".