A St. Louis cop, Mike Braxton (Sam Jones), receives an urgent call for help from his brother Tony (Nick Cassavetes), a small time thief in Los Angeles. Mike rushes to LA and finds that his brother has been murdered and his brother Tony's girlfriend gunned down right in front of him. Mike quickly learns Tony was a courier for an arms smuggler, Simon Stone (John Russell). When Mike meets Stone's lawyer, Samantha Richardson (Vanessa Williams), the two team up to bring down Stone's arms smuggling empire. However, Mike's infatuation with Samantha keeps putting them in greater danger.
Leo Kohlmeyer is a talking cat who inherits $5 million from his late owner and is looked after by the owner's in-laws whose two children, Bart and Veronica, learn Leo's secret that he can talk, while a bumbling, but devious, couple called the Rigsbys plot to kidnap Leo in order for them to gain the inheritance money for themselves.
Gary Coleman stars as little Joey Seymour, a clever but lonely orphan shuffled from one foster home to the next, who is also determined to be the best Cub Scout ever. Pearl Bartlett (Katherine Helmond) is a hard-working executive who dislikes children, but she must take on a troop of Cub Scouts and become a den mother to save her job. Somewhere along the way, Joey teaches Pearl the true meaning of caring.