A
White Star Line–chartered
boat train is carrying passengers to the
RMS Titanic. A poor girl named Angelica is treated as a servant by her wicked stepmother and two stepsisters. She dreams of finding both love and her missing mother, with only a blue locket as a clue to her mother's identity. At the same time, an upper-class English man named William boards with his maid, who laments the loss of her daughter years ago, and his secretary, Gaston. Other passengers include the gold-digging Winnie, a failing banker named Jeremy McFlannel, a jewel thief named Corynthia Meanstreak, her two henchmen Kirk and Dirk, a detective named Sam Bradbury, who is pursuing them, and Molly, a gorgeous singer. Also boarding in the cargo hold are a group of animals, including a family of Yiddish mice, some geese, a dog named Fritz, a magpie named Hector, and a band of Mexican mice. Throughout the voyage, the various passengers meet and interact. William and Angelica fall in
love at first sight, while Winnie and Jeremy fall for each other after Winnie's dog Flopsy trips him. Gaston, meanwhile, attempts to woo Molly with Angelica's locket, which he found after she unknowingly dropped it. Sam goes undercover to find Corynthia, while Kirk and Dirk make several unsuccessful attempts to steal jewelry from Winnie. At a reception, Angelica is able to attend with William after her cabinmate Victoria loans her a suitable dress. Meanwhile, the Yiddish mouse child Maxie discovers that Angelica is missing her locket and recruits the other animals to help search for it, finding it in time for her to wear it to the reception. Upon seeing the locket being worn by Angelica, and hearing the correct implication from one of the ship's officers that it was stolen when she received it, Molly slaps Gaston and dumps him. When Gertrude, Bernice and Hortense (the stepmother and stepsisters, respectively) attempt to break up Angelica and William, Maxie scares them off. Kirk and Dirk manage to successfully steal a pearl choker from Winnie, but learn that it is fake, as Winnie is not rich and uses fake jewelry to infatuate wealthy men. The
Titanic hits the iceberg and begins to sink as the passengers rush for the
lifeboats. Angelica, Victoria, and Victoria's grandchildren reunite with William and they head with the steerage passengers to the boat deck. All of the animals escape on floating crates, rescuing
the ship's cook in the process, and are led to safety by dolphins. Winnie chooses to stay behind with Jeremy, who reveals to her that he is not the rich man she thought he was – he was on his way to America to be bailed out after his bank failed. Despite learning this, Winnie still loves him and they remain on the ship. Molly also chooses to stay on the ship, singing with
the band. William grabs a small child to protect as he falls overboard, while the ship breaks in half and sinks beneath the ocean. He puts the child safely in a nearby boat, but his foot is trapped in a rope from the ship's
stern. On one of the lifeboats, Angelica discovers that William's maid is actually her mother and the two are reunited. They come across Sam in the water and pull him aboard. William surfaces alongside the boat and is reunited with Angelica. An epilogue reveals that the two were married and lived happily ever after, Detective Sam Bradbury put Corynthia behind bars, Kirk and Dirk married Angelica's stepsisters, and Gaston married a wealthy
socialite, hoping to live off her money but ending up in charge of her home's household chores. ==Voice cast==