Back in his apartment in a New York skyscraper, an old mouse by the name of Top Connors tells his great-grandchildren about when he was young and had just got on the Titanic. During this infamous trip, Connors meets many friends. Also aboard the ship is the Duke of Camden, his daughter Elizabeth and Duke’s wife. There is even an entire colony of rodents to be found, among them a Brazilian mouse by the name of Ronnie (who later plays an important part in this story). Unfortunately, the wicked Baron Vanderbilt also got on board. The Baron wishes to marry Elizabeth (to her great dismay!) in order to obtain a whale hunting license from her father. Baron Vanderbilt, the Duke’s treacherous second wife, a malicious shark called ”Ice Teeth” and their henchmen will then later manage to sink the Titanic.