In ancient Egypt, a Persian army destroys the temple of the cat-goddess Bast. The high priestess and her acolytes drink poison, but the temple cats sacrifice one of their nine lives each to resurrect them as the first catwomen—powerful, cat-like beings who slaughter the invaders. Centuries later, the spirit of that ancient ritual is reawakened in modern-day Gotham (or an unnamed city).

Patience Price is a mousy, insecure accountant for the Avenal Beauty corporation, a cosmetics giant run by the arrogant Georges Avenal. She lives a quiet, lonely life, secretly voyeuring her handsome neighbor, police detective Tom Lone. When Patience adopts an Egyptian Mau cat named Midnight from eccentric cat-rescue owner Edna Powers, her life begins to change. The cat senses something special in her.

At work, Patience uncovers suspicious financial irregularities involving a chemical additive called YP-3, which is produced in massive, unexplained quantities. She brings this to her supervisor, Dave Berger, who alerts Georges Avenal. Instead of gratitude, Georges fires Patience on the spot, humiliating her for her plain appearance. That night, Dave Berger’s house explodes in a gas explosion—actually murder to cover up the secret. Meanwhile, Patience is run down by a black Mercedes outside her apartment. She dies in the street.

Her body is dumped in a marsh, but Midnight and a legion of cats find her. They perform an ancient ritual, each cat giving up one of its nine lives to revive Patience. She awakens transformed: stronger, faster, with heightened senses, retractable claws, and a feral, confident alter ego she calls Catwoman. At first she is terrified, unable to control her new instincts. Edna, a retired folklore professor, recognizes the phenomenon and explains the myth of feligyny—catwomen throughout history, created by the same cat-sacrifice ritual.

As Catwoman, Patience embraces freedom and rebellion. She steals a sexy outfit from a boutique, crashes a nightclub, and humiliates a rude couple. But she also feels a pull toward justice. Investigating her own death, she learns of the YP-3 project and the scientist Ivan Nevski, who developed the formula. She breaks into Avenal’s factory, causing chaos, then finds Nevski murdered in his apartment. She retrieves a clue: a burned book on Yersinia pestis (bubonic plague) and a news clipping about arms dealer Xavier Bartok. The YP-3 is actually a weaponized plague bacteria, and Georges Avenal is selling it to Bartok.

Tom Lone, assigned to the Catwoman case, becomes suspicious of Patience. He has a romantic interest in her, but after she accidentally scratches him with her claws during a kiss, he connects her to Catwoman. He arrests her for Nevski’s murder. While in jail, Patience merges fully with her cat side, escapes her cell, and breaks out of the police station. She also frees Edna’s cats from animal control.

Meanwhile, Laurel Avenal, Georges’ wife and a fading supermodel, reveals her true colors. She has been secretly running the YP-3 operation, using a latex mask to hide her plague-disfigured face. She murders Georges (dressed as Catwoman) to inherit the business and frame Patience. She prepares to finalize the sale to Bartok at the Avenal penthouse. Catwoman arrives, battles Laurel’s mercenaries, and discovers the truth: it was Laurel who ran her down with the car. In a fierce fight, Catwoman tears off Laurel’s mask, exposing her scarred skin. The penthouse catches fire; Laurel, obsessed with applying a new mask, is killed in the inferno. Catwoman rescues Lone from a closet and escapes.

In the aftermath, Patience accepts her dual nature. She moves out of her apartment but leaves a door open for Lone, who knows her secret. She has found strength and purpose, no longer a victim but a protector—a catwoman on her own terms.

• In 496 B.C., during a Persian attack, the High Priestess and acolytes drink poison and die. An Egyptian Mau cat leads the temple's cats in a ritual, then dark forms emerge to slaughter the soldiers. The cat leaps into the present day, where a woman named Patience Price, resembling the High Priestess, arrives at a rescue society to adopt a cat.
• Patience Price arrives at Edna's home to adopt a cat, lies on an intrusive questionnaire about her partners, and meets Midnight, an Egyptian Mau. Despite Midnight's aggressive behavior—clawing and biting her—the cat unexpectedly chooses Patience. Edna explains the breed's mystical nature and approves the adoption, while Patience hides her injuries and requests Band-Aids.
• Patience spies on her handsome neighbor Tom Lone from her apartment while eating chocolate ice cream and failing to mimic a seductive pout, only to be discovered that he is watching her too.
• Patience arrives late at Avenal HQ, switching from sneakers to heels in the lively showroom. She then moves to the accounting bullpen, where she discovers an 800% overage on a lab fee for 'extruded pellets' (YP-3), which Berger identifies as 'rat chow.' As they discuss the discrepancy, a helicopter approaches ominously.
• Georges Avenal lands on the helipad, dismissively rejects his wife Laurel's affectionate greeting, blames her dog for his allergies, and criticizes her redecorated Louis XIV penthouse. He announces he'll spend more time at the factory, then leaves with his bodyguard Angel, deepening the emotional rift between them.
• Patience encounters Georges Avenal in the elevator, where he mercilessly criticizes her appearance, fires her for not representing the company's image, and humiliates her as the 'before' picture. She flees in disbelief as Laurel points out a pimple on Georges.
• At Joey's Diner, Sally consoles a tearful Patience after she was fired by their boss Georges. While fixing her makeup and sharing gossip about Georges' marital troubles, Sally tries to reassure her, but Patience remains resolute about not returning. A passing limousine outside hints at unseen changes.
• Laurel nervously checks her makeup in a limousine while Georges reviews ad layouts. When she sees an ad featuring a younger, nearly nude model named Drina, Georges praises her as 'magnificent' and implies Laurel is replaceable, cruelly noting that 'every product has an expiration date.' Heartbroken, Laurel looks away, close to tears. An urgent call from accounting interrupts, but the emotional damage is done.
• Berger reports to Georges Avenal that the lab has stockpiled excessive YP-3 and that funding appears to have been taken from employee pensions. Georges dismisses the issues, criticizes Patience Price, and tells Berger to double-check and send a memo before hanging up, leaving Berger frustrated and unheard.
• Sally tries to cheer up Patience by suggesting clubbing and a revealing dress, but Patience rejects adult social life, longing for her childhood days when clothes didn't matter, then leaves on a bus.
• Accountant Dave Berger is killed or injured by a bomb in his townhouse. Meanwhile, Patience arrives home and chases her cat Midnight, unknowingly avoiding a search of her apartment by the menacing bodyguard Angel, who finds only cat food and ice cream.
• Patience climbs Lone's fire escape to rescue her cat, but Lone mistakes her for an intruder and points a gun at her, causing her to fall into a dumpster. After apologizing and helping her out, they flirt awkwardly. Patience, mortified by her garbage-covered appearance, rushes inside while Lone watches, amused.
• Outside a trendy nightclub, outgoing Sally in provocative attire and conservative Patience endure a long wait. A rude couple shoves past Patience before the bouncer denies her entry, causing her to flee humiliated while Sally watches sadly.
• Patience, feeling lonely, is momentarily cheered by seeing her cat Midnight in the window. As she crosses a dark street, a Mercedes with lights off hits her; Angel steps out to confirm her death. Midnight leaps through the window in slow motion. A body splashes into a river. Cats begin howling and converge from all directions, forming a flowing river of cats.
• In a moonlit marsh, a group of cats, led by Midnight, gather around the corpse of Patience Price. One by one, they breathe into her mouth, causing a faint glow. The scene cuts to a rapid montage of Patience's memories—childhood joy, loss, and a speeding black Mercedes—before returning to her dead eye.
• Patience wakes in a marsh, screaming but unable to speak, her senses heightened. She follows a silent cat named Midnight, learning to move like a feline—crawling, stretching, scratching, and climbing. After a fall, she lands on all fours and chases Midnight into the night.
• Midnight the cat leads Patience on a nighttime journey through fences and streets to a zoo. Patience learns to balance and move like a cat, plays in catnip, and boldly roars back at a Bengal tiger, which responds playfully.
• Edna Powers wakes to her cat Midnight kneading on her. After a neighbor complains about her cats, Edna finds a hand under a bush—it's Patience Price, asleep with no memory of the night. Inside, Patience reveals tire tread marks on her back and briefly transforms, showing cat claws and elliptical pupils, then flees. Edna retrieves her research on catwomen myths.
• Patience, still traumatized from a plunge into dark water, recoils from a bath. She receives a warning voicemail from Edna, then hits detective Tom Lone with a frying pan when he enters her apartment. After awkward explanations and banter, Lone invites her for coffee, hinting at a possible connection.
• Lone and Patience meet at a coffee shop, where Lone shares his delinquent past turned to policing, and Patience admits her recent job loss and fear of risk. After offering his support and business card, Lone awkwardly clarifies his intent and leaves, but Patience smiles, pleased by the encounter.
• Georges dismisses a scientist's warnings about the dangerous side effects of his cosmetic chemical YP-3, then shreds a Beaunique ad featuring Laurel's face as a voice-over begins.
• Laurel Avenal hosts a charity event for the homeless, but is publicly served with a restraining order and divorce petition by her husband, Georges, shattering her composure as cameras capture her reaction.
• Patience is sleeping on a bookcase when her cat Midnight wakes her, triggering her transformation into Catwoman. She springs down, calls Lone to say she'll go out alone, then trashes her wardrobe in disgust at her human clothes, slamming the closet door before leaving.
• Amidst alarms and shattered storefronts, Catwoman approaches a trendy club. She sings a taunting tune, then intimidates a bouncer with a clawed finger before confidently striding inside.
• Catwoman slinks into a trendy club, humiliates rude couple Randy and Sandy by smacking Randy with her whip and dropping a furball in Sandy's martini, then dances with Randy before shredding his pants with her whip. She evades bouncers and goons with acrobatics, swings on a mirror ball, and escapes outside, inciting a stampede by promising free drinks. She then struts confidently across a highway guardrail amidst speeding traffic, waving at startled drivers.
• Catwoman emerges from a rooftop pigeon coop, hears a jewelry store robbery, and stalks three thieves. She disarms them, frees the bound night watchman, then grabs the stolen jewels and escapes as police sirens approach, leaving the guard unaware.
• Catwoman flirts with and evades Officer Tom Lone by leaping onto rooftops, then at dawn wakes up as Patience next to a Bengal tiger in the zoo. She screams, removes her mask, and narrowly escapes by slamming a door shut as the tiger lunges.
• Patience finishes describing a near-death tiger encounter, and Edna, a former folklore professor, explains that Patience may have died and been reborn as a catwoman. Patience is stunned by the impossible yet plausible claim as Edna casually offers her tea.
• Edna explains the ancient Egyptian origins of catwomen and their tragic history of being murdered, which frightens Patience so much that she abruptly leaves the room.
• Patience confides in Edna about feeling possessed by her inner cat, which she fears could cause harm. Edna advises acceptance and integration, but Patience insists on fighting it and leaves, rejecting the counsel.
• Patience returns the stolen jewels with a note of apology, then disposes of her Catwoman outfit. Tom Lone jokingly asks her to dinner; she accepts, but later realizes he may be drawn to Catwoman, not her. Her joy turns to doubt as she closes her blinds.
• Patience sneaks into AVENAL HQ to clear her desk, but Sally intercepts her with probing questions about her changed appearance and her boss's funeral. Patience is shocked to learn Dave Berger died in a gas explosion the night she was fired. Sally playfully guesses Patience is involved with her neighbor. Patience escapes into an elevator, leaving Sally smirking in satisfaction.
• Patience clears her cubicle as a Garfield toy falls into her box. She listens to a voicemail from Berger accusing her of errors, then defiantly whispers 'Like hell.' Searching the YP-3 project, she finds Dr. Ivan Nevski linked to Soviet defense, secret research, chemical weapons, and bacterial warfare, leaving her baffled and disturbed.
• Patience fights an involuntary transformation into Catwoman, then breaks into Tom Lone's apartment. Driven by jealousy and fragmented memories of her murder, she slashes a photo of Lone with another woman and smashes his cologne bottle, which triggers a traumatic flashback involving Avenal.
• Catwoman breaks into the Avenal mansion, fights Laurel after being ambushed, threatens her dog to extract information, learns Georges may be at his factory with a mistress, refuses Laurel's offer to kill him, and departs into the night as Laurel watches admiringly.
• In his office at the Avenal factory, Georges tries to kiss Drina while she obsesses over a commercial featuring her glamorous roles, complaining she looks fat. Catwoman then sabotages the factory floor, causing chaos as machinery sprays fluids, conveyor belts jam, and workers panic.
• Catwoman sabotages the Avenal Factory, causing destruction and chaos. She taunts owner Georges, fights off guards with acrobatic skill, and escapes an explosion triggered by a stray bullet. She crashes into the basement, discovering caged rats, biohazard drums labeled 'YP-3', and a bulletin board listing Ivan Nevski.
• Catwoman sneaks into Nevski's apartment, finds him dead, and discovers a burned book with a newspaper clipping about Xavier Bartok. She is interrupted by a cop and landlady, hisses at them, and escapes through a window.
• Arms dealer Xavier Bartok showcases weapons to rebels in a camouflaged cache tent, but his business is disrupted by a tense phone call from Wesley, who insists on moving up the exchange to the next night and threatens to take the deal elsewhere. Wesley then oversees the loading of YP-3 canisters onto a truck, which proceeds as the scene ends.
• Patience watches a news report blaming Catwoman for a murder. Tom Lone arrives for their date, mentioning his apartment was broken into. He becomes suspicious after finding her whip and research on bubonic plague. Patience lies to cover her secret identity, and they decide to go eat sushi.
• Detective Lone and Patience share a tense sushi lunch. Patience defensively argues Catwoman's innocence and exhibits feline mannerisms, while Lone probes her connection to the case. Their flirtatious yet wary interaction peaks when Patience stops Lone from taking a piece of toro, then lets him have it, watching him with hunger.
• During an intimate walk by the water, Lone mentions his night shift and predicts Catwoman's imminent arrest, alarming Patience. As they kiss, Patience's claws involuntarily emerge, tearing Lone's shirt and cutting his back. Horrified, she apologizes and flees; Lone chases but she vanishes around a corner.
• Patience panics, fearing her cat alter ego will kill Avenal, and begs Edna to lock her up. Edna locks her in the storm cellar. Inside, Patience transforms into Catwoman, then fakes being cured to trick Edna into opening the door. Catwoman knocks Edna down and escapes, yelling 'Sucker.'
• Inside a concert hall, Georges watches 'Giselle' while Drina ignores it with headphones. Outside, Catwoman ambushes Angel, threatening him for information about the YP-3 plague and Xavier Bartok. After learning the deal is set for tomorrow night at Avenal offices, she knocks him out. Unable to enter past cops, she is aided by Laurel in disguise, who opens an emergency door for her to slip inside.
• In a concert hall's basement boiler room, Laurel confides in Catwoman about her husband's fear of her and her own bitter pre-nup. Catwoman reveals the husband's face cream contains black plague bacteria, sold to an arms dealer, and that he has murdered to protect the secret. After cutting Laurel off, Catwoman dashes up an emergency staircase, only to find uniformed cops blocking the formal stairs. She hisses in frustration, then slips past a velvet rope marked 'BOXES - PRIVATE' and moves toward a far door, continuing her pursuit.
• During a ballet performance, Catwoman steals opera glasses, scales the curtains, and confronts Georges in his box. After slashing his cheek, she hesitates and releases him, unable to kill. Police arrive as she escapes onto the stage, pirouettes, bows, and flees backstage, climbing fly-lines and causing chaos with descending props that disrupt the ballet.
• Catwoman and Tom Lone chase each other backstage above tombstones, exchanging flirtatious quips and saving each other from falls. After a fight involving handcuffs and electrical cables, she causes a blackout and escapes, but is shot at by Angel as she flees through a side door.
• Edna weeps over her cats facing destruction. Bruised Catwoman crawls in through the window, collapses on the bed, and Edna tends her bullet graze. Catwoman promises to save the cats but admits she couldn't kill Angel out of pity. Edna insists she's still strong Patience Price, not weak. Exhausted, Catwoman falls asleep among the cats.
• Patience is arrested by Tom Lone outside her building and charged as Catwoman. During interrogation, she insists on a bioweapon conspiracy but Lone dismisses her claims, showing claw scratches as evidence. In her cell, Patience fails to summon her claws, feeling helpless and betrayed.
• During a night commercial shoot in a church, bride Drina is caught chewing gum as the groom lifts her veil, forcing a cut. The harried director and bandaged Georges endure the delay. Later, an assistant informs Georges that Detective Lone caught the Catwoman—a relief—but adds that the detective wants to ask about another matter, leaving Georges suspicious.
• Imprisoned Patience transforms into Catwoman after hearing her cat Midnight. She stealthily escapes her cell, navigates the police bullpen with acrobatic precision, and slips out. On rooftops under a full moon, she then breaks into Animal Control, frees the caged cats, and leads them to freedom.
• Catwoman violently interrupts a wedding, punches the bride Drina and murders Georges, then escapes. She reveals herself as Laurel Avenal, gleefully driving away. Detective Tom Lone investigates, orders the release of the original suspect Price, and follows the trail to Avenal HQ.
• Laurel, now cold and professional, meets mercenary leader Xavier and his armed team on the helipad at night, claiming her husband is no longer a problem. Nearby, Catwoman attempts a risky leap to the Avenal building but falls short, using her whip to catch a window washer rig, slamming against the wall and struggling to pull herself up.
• Wesley counts and tests a suitcase of cash as Xavier's mercs reveal hidden canisters of a lethal chemical agent. Xavier tests it on a rose, which rapidly withers. Angel brings in a bound, unconscious police officer, and Xavier casually offers to dispose of him by dropping him over water during a helicopter flight.
• Catwoman climbs Avenal HQ using a window washer's rig, dangling over a forty-story drop, and peers into a penthouse where she sees Laurel wearing her Catwoman suit, chatting with Xavier as mercenaries move canisters. Realizing she is being impersonated, Catwoman utters 'You cow...' Inside, Wesley pockets his cut, Laurel offers Xavier an illegal Cuban cigar, and the pilot ignores work. The scene ends with Laurel and Xavier heading to the garden, leaving Catwoman watching from outside.
• Catwoman stealthily eliminates four mercenaries on a helipad, using a whip and acrobatics, while Xavier and Laurel, oblivious in the penthouse garden, discuss Laurel's newfound freedom. After incapacitating the first two, she swings from a spinning rotor blade to kick the remaining pair, vanishing before the last mercenary can retaliate.
• On the helipad, Catwoman steals money, ignites a fuel leak, and causes a helicopter explosion. Laurel pursues her into the penthouse, accidentally killing Angel. Meanwhile, Xavier and mercenaries are attacked by a swarm of cats in the showroom.
• During a brutal fight in a smoke-filled penthouse, Catwoman is blinded by sunlight, allowing Laurel to gain the upper hand. After beating Catwoman and threatening Lone, Laurel tears off her mask, revealing Patience. Patience realizes with shock that Laurel is the one who murdered her.
• Patience/Catwoman confronts Laurel in Avenal HQ, revealing her disfigured face and confessing to murder. As the building burns, Patience rescues Lone, kisses him, and disappears. Laurel frantically applies a new mask but is killed by falling debris. Police arrest the others as the building explodes.
• Edna thanks a battered Catwoman, who reveals she has accepted her dual identity as both Patience and Catwoman. Later, Patience prepares to move out, sharing a playful phone call with Lone that acknowledges their mutual understanding, and closes a suitcase containing the cat mask and fire-damaged money.