Once upon a time, a poor miller died and left unto his three sons all that he possessed. The eldest received the mill, the second the ass, and the youngest nothing save a cat. The young man lamented his sorry fortune, but the cat, who was no common creature, bade him procure a pair of boots and a stout sack, promising thereby to mend his master's estate.

Thus arrayed, the clever cat caught rabbits and partridges and carried them as gifts to the King, declaring them offerings from his noble master, whom he styled the Marquis of Carabas. Day after day he repeated this artifice, until the King's curiosity was much stirred.

One morning, learning that the King and his beautiful daughter would pass beside the river, the cat commanded his master to bathe therein. Then, as the royal coach approached, he cried that the Marquis was drowning and that thieves had stolen his garments. The King at once ordered fine clothes to be brought, and the young man, handsome in his borrowed splendour, pleased the Princess greatly.

Running ahead, the cat persuaded peasants in the fields to say that all the lands belonged to the Marquis. At last he reached the castle of a mighty ogre, famed for his magical power to assume any shape. With flattering words, the cat persuaded him first to become a lion, and then, laughing at so easy a trick, challenged him to become something very small. The vain ogre changed himself into a mouse—and the cat sprang upon him and swallowed him whole.

When the King arrived, he found a splendid castle seemingly belonging to the Marquis of Carabas. Delighted by his wealth and manners, the King gave him the Princess in marriage. And so the miller's youngest son became a great lord, while the clever cat lived ever after in honour and comfort, hunting mice only when it pleased him.