Top Cat discovers that the horse Benny bought for a concession stand to photograph children on a pony runs wild when it hears a whistle (in fact, it ran up a million dollars1 worth of damage inside Macy's!). Attempting to capitalize on the horse's talents, Top Cat poses as Arabian oil king Aly Khat and enters the nag in a million dollar derby, spurring it on by running a screaming ambulance alongside the track.