When young Guy discovers that his inheritance consists only of a cat and a pair of boots, he is highly distressed, until he gets to know the cat. Saucy and one-of-a-kind, Boots the cat vows to help Guy achieve his goal of marrying the beautiful princess from next door. Boots also helps free the town from the clutches of Ugolin, an evil ogre who has magical powers to turn himself or others into any animal he chooses. Guy and Boots trick the king and queen into thinking Guy is the "Marquis of Carabas" and also trick the ogre into turning himself into an insect who meets an abrupt end, courtesy of Boot's boot. Boy gets girl, the town is freed, magical spells are broken, and much fun is had along the way.