Oliver, an abandoned kitten, is taken in by a pack of ruff 'n' ready canine pickpockets. The only one of a litter of kittens who is not adopted by a human, Oliver is left to fend for himself. Then one day the adorable tabby meets Dodger, a cocky terrier mix in a bandanna who introduces the waif to a life of crime.

The dogs plan a big job to bail out their beloved master, who reads them bedtime stories and brings home the dog chewies. Oliver is a hit with the group. Oliver's sojourn ends shortly when a lonely tyke, Jenny, finds him and takes him home to Fifth Avenue, where she lives with the butler. Jenny and Oliver are deliriously happy together, but he is catnaped by his well-meaning pals with the help of Jenny's other pet, the jealous Georgette. When Jenny's search for Oliver brings her to Fagin's hideout, she is nabbed by the ruthless Sykes and held for ransom. -- Rita Kempley

There's a good chance your kids will sit through Walt Disney's "Oliver & Company" without a rustle or a whisper. At least, my two boys (at 4 and 6, the Mozarts of fidgeting) did. I had to keep checking to see if they were alive.

A shaggy-dog cartoon derived from Charles Dickens' "Oliver Twist," Disney's 2 1/2-year project (made by a huge animation team led by Disney vet George Scribner) retrieves some of the old Disney charm with tail-wagging energy and five catchy songs. Kids will delight in this pound-full of vivid kitties, pups and growlers -- given human bite by Billy Joel, Bette Midler, Dom DeLuise, Robert Loggia and others. There's also enough humor to keep parents, and other babysitters, from squirming in their seats.

Take Dodger, played with cool bark by singer-songwriter Joel. He struts through New York in bandana and shades, runs with a gang of canine pickpockets, sings the movie's catchiest number ("Why Should I Care?") and calls himself "One bad puppy."

Or how about Sykes (Loggia)? A grim, Darth Vaderesque, cigar-smoking hoodlum, who hardly ever leaves his limo, he rules Dodger's neighborhood with the salivating help of Roscoe and Desoto, two vicious Doberman pinschers who talk as tough as Dexter Manley.

But the most amusing fuzzy may be Georgette (as vamped by Midler), an uptown poodle who follows TV aerobics, performs a Vegas-y show tune called "Perfect Isn't Easy" ("Girl, we've got work to do / Pass the paint and glue") and actually says, "Bark, bark."

Into the seedy world of Dodger, Sykes and other riverside characters, including benevolent human ringleader Fagin (DeLuise) and a street-talking chihuahua (voice discourtesy of Cheech Marin), enters orphaned kitten Oliver (Joey Lawrence, from TV's "Gimme a Break"). After an unsuccessful apprenticeship with the gang, Oliver is grateful to find himself picked up by Georgette's owner, little Jenny (Natalie Gregory). Oliver is in Fifth Avenue heaven, to jealous Georgette's chagrin, until his street compadres "rescue" him. Oliver finds himself back on the streets and in Sykes' stubby hands, who has this kidnapping plan in mind . . .

Of course, this will all lead to a full-scale animal rescue, Jenny-Oliver reunion (Don't worry, the kids won't read this), and generally the kind of entertainment Walt Disney was famous for. Take the kids. Have fun.

Oliver & Company is rated G. Even as a cartoon poodle, Bette Midler stops the show. She bowwows 'em as the voice of Georgette, the pampered bitch goddess of "Oliver & Company," in which Disney meets Dickens with lively results. There is, of course, a Twist in this happy adaptation of the Victorian classic -- with its splashy animation, catchy music and especially its four-legged song-and-dance cast.

Joey Lawrence of "Gimme a Break!" is the voice of Oliver, an abandoned kitten who is taken in by a pack of ruff 'n' ready canine pickpockets. The only one of a litter of kittens who is not adopted by a human, Oliver is left to fend for himself in a fast-moving, unfriendly world of feet and knees. Then one day the adorable tabby meets Dodger -- sort of a dog world David Addison -- a cocky terrier mix in a bandanna, who introduces the waif to a life of crime.

Billy Joel, as Dodger's voice, sings one of the film's five songs -- the rap-pop anthem "Why Should I Worry?" -- as the animated dog and a pedigreed chorus line stop traffic with their high-kicking choreography. At last, a change from "Don't Worry, Be Happy." Ruth Pointer, as the singing voice of a Motown Afghan hound named Rita, offers "Streets of Gold" ("Dreamgirl" Sheryl Lee Ralph acts the part). Rita is a dog of the evening -- in other words, the lady is a tramp.

The scruffy but lovable pack also includes Francis (Roscoe Lee Browne), a distinguished British bulldog; Tito (Cheech Marin), a peppery Chicano Chihuahua; and Einstein (Richard Mulligan), a slow-witted mixed breed. (They're not bad, they're just drawn that way.) (Editor's Note: Mixed breed??? Einstein is a Great Dane) Dom DeLuise is the voice of Fagin, their bumbling human companion, a benign sort who is behind in his payments to a loan shark named Sykes (Robert Loggia). The dogs are planning a big job to bail out their beloved master, who reads them bedtime stories and brings home the dog chewies. Oliver, Thumper-cute, is a hit with the group and happily snuggles down for the duration on Dodger's inner-tube water bed.

Oliver's sojourn ends shortly when a lonely tyke, Jenny, finds him and takes him home to Fifth Avenue, where she lives with the butler. Her parents are always away on business. Jenny and Oliver are deliriously happy together, but he is catnaped by his well-meaning pals with the help of Jenny's other pet, the jealous Georgette. ("Everything from the doorknob down is mine," she had informed the feline interloper.) When Jenny's search for Oliver brings her to Fagin's hideout, she is nabbed by the ruthless Sykes and held for ransom. A computer-enhanced, high-powered chase scene ensues as the motley, multiethnic pack comes to he rescue.

Like "American Tail," this animated feature serves as a salute to the diversity of New York's populace, but it has a glib, toe-tappy, on-Broadway tone. The production numbers, the irony underlying the Disneyishness of it all, the city savvy of the characters give it a brash waggishness. Georgette, for one, is a great dame, a Mermanesque poodle prima donna in contrast to the sweet but not saccharine Jenny.

"Girl, we've got work to do," Georgette says to her mirror, pulling out her curlers and putting on the dog in preparation for another perfect day. Accompanied by Barry Manilow and a flock of frenetic bluebirds, she belts out "Perfect Isn't Easy." "Don't ask a mutt to strut like a show dog ... No, you need a pro ..." She proves redeemable as the dogs work together for truth, justice and a happy ending to Oliver's homelessness.

There's even an uncharacteristically real comeuppance for the villain, and yet this feature is less likely to scare kids than classics like "Bambi" and "Snow White." If anything, it'll address fears of rejection, giving proof positive that even the worst of these can be overcome. "Oliver & Company," the directorial debut of veteran animator George Scribner, is Mouse Factory magic with edge. It's the claws ce'le`bre.

Oliver & Company is rated G.