A miller dies and his three sons are left with a mill, some land, and a cat. The eldest son takes the mill, the second son takes the land, and the third is left with the cat.

The cat wheedles the third son into having some boots made for her. Then she traps first some pheasants, and then some rabbits, presenting them on two separate occasions to the king, with the compliments of her master the Count of Carrabas.

The king (and his daughter) are extremely pleased, and curious. They decide to visit this Count. The cat makes the "Count" take a bath in the river, then hides his clothes. When the king and princess drive by, Puss is running up and down by the side of the river, yelling about how her master has been set upon by robbers. She manages to get the Count settled into the carriage, and runs ahead to prepare the castle. This involves telling everyone she meets to let the king know that the land about these parts belongs to the Count of Carrabas.

Puss runs up to the castle, and confronts the ogre living in it. Meanwhile, the king is being told by the peasants that his prospective son-in-law owns the land, and that castle yonder. He's very pleased.

Puss challenges the ogre to show his magic, and eventually tricks him into turning into a mouse. Then she eats him. (In the nick of time)