In London circa 1897, a young Scottish mouse named Olivia Flaversham (Susanne Pollatschek) is celebrating her birthday with her toymaker father, Hiram (Alan Young). Suddenly, Fidget (Candy Candido), a crippled bat with a peg leg kidnaps Hiram. Fidget takes Hiram to Professor Ratigan (Vincent Price) to which he commands him to create a clockwork robot which mimics the Queen of the Mice so Ratigan can rule England. Hiram refuses to take part in the scheme, whereupon Ratigan orders Fidget to capture Olivia so he can feed her to his pet cat, Felicia.
Olivia searches to find Basil of Baker Street (Barrie Ingham), a world-famous detective and Ratigan's archnemesis. Returning to London after a tour of duty in Afghanistan, Dr. David Q. Dawson (Val Bettin) stumbles upon Olivia, and helps her find Basil's residence. At first, Basil is reluctant, but when Olivia mentions Fidget, Basil realizes his chance to capture Ratigan. Basil and Dawson take Toby, Sherlock Holmes's pet, to track Fidget's scent to where they find him in the toyshop where he is stealing clockwork mechanisms and toy soldiers' uniforms. Fidget later traps Olivia by ambushing her from inside a toy cradle. Basil and Dawson pursue Fidget, but become entangled and fall behind. While searching the shop, Dawson discovers Fidget's checklist to which Basil does some chemical tests to discover the list came from the riverfront near the Thames. Basil and Dawson disguise themselves as sailors and go into the tavern and follow Fidget to Ratigan's headquarters. They are caught and Ratigan ties them to a spring-loaded mousetrap, connected with a Rube Goldberg machine. Ratigan sets out for Buckingham Palace to where Fidget and his accomplices kidnap the queen. Basil along with Dawson deduces the trap's weakness and escape just in time.
Back at Buckingham Palace, Ratigan forces Hiram to operate the toy Queen, while the real Queen is taken to be fed to Felicia. The toy Queen declares Ratigan the ruler of all Mousedom, and he announces his tyrannical plans for his new "subjects". Just then, Basil, Dawson, and Olivia save Hiram and the real Queen, and apprehend Fidget along with Ratigan's other henchmen. Basil forces the mechanical queen to denounce Ratigan as an impostor and tyrant while breaking into pieces. The crowd, enraged by Ratigan's treason, start climbing onto him and defeating his shanty guards. Ratigan frees himself and escapes on his dirigible with Fidget, holding Olivia hostage. Basil, Dawson, and Hiram create their own craft with a matchbox and some small helium-filled balloons, held under the Union Jack. Ratigan throws Fidget (who can't fly) into the Thames River, and then attempts to drive the dirigible himself. Basil jumps on to the dirigible to confront Ratigan, causing him to crash straight into the Big Ben. Inside the clock, Basil rescues Olivia and safely delivers her to Hiram. Ratigan fights Basil until the clock bell tolls and Ratigan plunges, taking Basil with him. However, Basil manages to save himself just in time.
Back at Baker Street, Basil and Dawson recount their adventures as well as the queen's gratitude for saving her life. Afterwards, the Flavershams leave and as Dawson tries to leave, a distraught new client persuades both Basil and Dawson to help her. Finally, Basil proclaims Dawson to be his "trusty associate, Doctor Dawson, with whom I do all my cases".
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