When Lord Cucuface, head of Madeline's school, takes a telescope from the attic during a surprise inspection, its ghostly owner convinces Madeline to help get it back, with help from neighbor Pepito and her fellow orphans.

Twelve-year-old Alexander Baddenfield, the last in a long line of evil men who die young, has his cat's extra eight lives transplanted into his own body, while his caretaker, Winterbottom, strives to keep him safe.