Mei and Satsuki continue to adjust to their new country home, as they begin to make friends with shy neighbor boy Kanta. But life without their mother is hard, especially on the nights that Dad can't come home from work until late!

It's a good thing the girls have the kindly Granny to watch over them. They soon find out that there is another kindly spirit watching over them - Totoro! Totoro shows Mei and Satsuki a strange and mysterious Cat Bus, helps them with their fledgling garden, and then takes them on a wondrous forest adventure!