Jack, the miller's son has been left with just the family cat in his father's will. Although he has great ambitions, it is unlikely he will amount to much!

Things soon change with the arrival of his Auntie Hettie and the revelation that Puss can talk - and look pretty fetching in a pair of boots! Soon Jack, Auntie and Puss are embroiled in a complex scheme to persuade the King and Queen that Jack (masquerading as the Marquis of Carabas) is suitable husband material for the beautiful Princess Alice.

But first they will have to contend with a jealous noble suitor, a pair of dastardly henchmen and a hideous, shape-shifting Ogre!