Don Gregor, the son of famous plastic surgeon Dr. Boris Gregor, begins to hang around with young criminal Vic Brady and carry a gun. The pair attempt an armed holdup, and when things start to go wrong Gregor accidentally kills a night watchman. Fearing that Gregor plans to turn himself in, Brady kills him and blackmails Dr. Gregor into giving him a new face.

The evil Count Down kidnaps the queen and Snagglepuss, true to his king, sets out to save her majesty. Things look bad when the Count prepares to duel Snagglepuss, but the queen herself steps in and saves him. As his reward for his devotion to his monarch, the queen decides, instead of a bear rug, she will make him her own personal mountain lion rug.