Jane Grain, the miller's wife, tries to make sense of her late husband's will. Much to the amusement of the local populace, the greedy elder sons are left the lion's share, while the youngest son Michael, is only left Tom the lazy mill cat. Michael is not amused, but when Peri, the friendly local witch, enables Tom to talk and to come up with a plan to make their fortunes, everything changes. Meanwhile, Scapegrace the Ogre is questioning the meaning of life; he has everything but wants more. One of his creatures suggests that Scapegrace should take a bride, an idea which greatly appeals to him. Plans are laid to take possession of both the neighbouring kingdom and King Sevidence's daughter, Princess Rose. Knowing the King's predilection for fur and feather, Tom sets out to make an impression and traps a rabbit which he presents as a gift from his master 'The Marquis of Carabas', the first of many such gifts, much to the disgust of Queen Queasy. In addition, Peri and Tom hatch a plan which they hope will not only allow Michael to be accepted as the Marquis, but will also get him the fine clothes he will need. All this is overheard by the Ogre's creatures who report back to their master and the Ogre swears to beat Michael, Peri and Tom at their own game. Will Tom's plan do the trick? Who will win this game of cat and mouse? Who will win the Princess's hand? All is revealed in this fun and fast moving tale!