Poppy, accompanied by her troublesome son Junior, his skunk friend, and Uncle Ereth the porcupine, responds to a summons to return to her ancestral home, Gray House, to save the mice there from destruction by a bulldozer.
Feeling neglected on his birthday, Ereth, the cantankerous old porcupine, sets out looking for his favorite treat and instead finds himself acting as "mother" to three young fox kits.