A circus elephant wanders onto the Dearly Farm, which gives Cruella the idea that the Dearlys will be forced to sell the farm because their deed prohibits them from having any pets other than their 101 Dalmatians and the animals already part of the farm.

Lucky wishes to attend a dance with Two-Tone, but ends up with fleas, and he tries to get rid of them. However, Mooch wants to make Lucky fail so Two-Tone will be his girlfriend again, so he tries to spoil Lucky's friends' attempts at getting rid of them.

Lt. Pug's old bully rival, Persian Pete, comes back to haunt him at exactly noon, and Cadpig is determined to help him face his fear by hypnotizing him into a trance.

When Rolly traps himself into hearing the Colonel tell a story he has heard very often, Lucky stretches the truth to try to get him out of it, which lands them all in trouble by forcing them to sneak into Cruella's dwelling.

Lucky and Rolly compete on the game show Squeal of Fortune to win a bone autographed by Thunderbolt. Meanwhile, Cruella enters Scorch and Vendella into the show as well to advertise her new fashion pet wear. Then, Steven the alligator arrives and causes havoc at the show's end.

Lucky and Tripod compete to become Top Dog of Lt. Pug's Bark Brigade on the "Obstacle Course of Unspeakable Pain and Agony." The competition becomes more and more heated as the obstacle course goes on.

Rolly joins Mooch's gang after faking a fight with Cydne the Snake, although he dumps his true friends in the process. However, later Cydne comes to confront Rolly to force him to tell the truth.

Cruella makes her latest plans using the means of pollution, by being given responsibility of the farm while Roger and Anita are away and fooling the landlord into allowing her to build factories around the farm.

Rolly believes he has fallen in love with Dumpling and attempts to impress her. However, Dumpling doesn't seem interested in Rolly, causing him to lose hope. Lucky, Cadpig, and Spot attempt to help Rolly make an impression on Dumpling.