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Young Carlisle is a poor miller's son with a most unusual inheritance: a cat named Puss who reveals her can talk and think. Puss helps Carlisle win the favor of the King and the attention of the beautiful Princess. To complete his plan, Puss journeys to the land of a sinister sorcerer, where he must use all his cat-wits to outsmart both the malicious magician and the King's scheming jesters.