Once upon a time there lived a miller who had three sons,
and when he died he left all that he had to be divided
amongst them. It was only fair that the eldest son should
have the mill, and of course the second son claimed the
donkey and cart, so all that was left for the youngest was
the miller's black cat.
"Dear me!" said the boy as he took the cat in his arms and
stroked her gently, "I am very fond of you, Pussy dear, but
I can't see how I am to make a living out of you."
"Just leave that to me, dear Master," said the cat, rubbing
his head against the boy's shoulder. "If you can manage to
get me a large bag and a pair of top-boots you will see how
I can serve you."
So the miller's son took the last few shillings he had and
bought a large bag with a string run round the top of it.
And then at
 the shoemaker's he bought a pair of yellow
top-boots, which he thought would go well with the cat's
Puss was very much pleased with the yellow boots, and she
put them on at once. Then she ran to the garden and cut some
fine young lettuces, and put them in the bottom of her new
bag, and went off to the woods. As soon as she came to a
nice large rabbit hole she put the bag down with its mouth
open, so that the lettuces could be seen, and then she crept
away and hid behind some ferns close by.
Presently a fat grey rabbit came peeping out. He smelt the
lettuce, and his white tail sat straight up with joy as he
hopped into the bag to begin his feast. But Puss-in-Boots
crept quickly round the other side and drew the strings
together swiftly, so that the grey rabbit was safely caught.
Then Puss slung the bag over her shoulder and set off
walking in her yellow boots until she came to the King's
Court. The sentinel stood in the way and wanted to stop her,
but Puss-in-Boots held her head very high and
 said in a
grand voice, "A Cat may look at a King." And so she passed
on until they presented her to the King himself.
"Your Majesty," said the Cat, bowing very low, "I have
brought you a fat rabbit from the estate of my master, the
Marquis of Carabas."
The King could not help smiling as he looked at the black
cat in yellow boots, but he accepted the present graciously
and Puss-in-Boots left the Court with great dignity.
The King could not help smiling as he looked at the black cat in yellow boots
The next day Puss took her bag again, and this time she put
a handful of grain in it and took it out to the fields. Then
she stretched herself out close by and pretended she was
dead. Very soon two partridges came and began to pick up the
corn, and when they were very busy Puss crept round softly
and pulled the string so suddenly that they were both caught
in the twinkling of an eye. Then she shouldered the bag and
set off once more for the palace. This time the sentinel
knew Puss-in-Boots and let her pass with a smile, and every
one made way for her until she came to the King.
"My master, the Marquis of Carabas, begs your acceptance of
these two partridges," said Puss-in-Boots, bowing gracefully
to the King.
"Tell your master, the Marquis, that I am pleased to accept
his present," said the King. "He must have a fine estate."
Puss said it was a very fine estate indeed, and bowed
herself out. But before leaving the palace she managed to
find out that the King was going to drive past the river
that afternoon, and that the Princess, his daughter, was to
be with him.
Without losing a moment Puss-in-Boots scampered back to her
master and began to tell him all about her visit to the
"Now, dear Master," she continued, "will you do exactly as I
ask you? I want you to go and bathe in the river this
afternoon, and if any one should ask you what your name is,
will you promise me to say it is the Marquis of Carabas?"
The miller's son smiled at the strange request, but he felt
so sad and hopeless that he was quite ready to do whatever
 advised. So he went off to bathe in the river, and
left Puss to guard his clothes on the bank.
Now that was exactly what Puss-in-Boots wanted, and she
quickly gathered her master's clothes together and hid them
behind a great stone. And at that very moment the King's
golden coach came bowling along the road.
"Help! Help!" cried Puss. "The Marquis of Carabas is
The King commanded the coach to be stopped at once, and
ordered the servants to rescue the drowning Marquis. Then
Puss went up to the carriage and stood, hat in hand, bowing
to the King and the Princess.
"It is indeed a happy chance for my master that you happened
to be passing just now," she said. "But, alas! some thief
has stolen all the clothes which the Marquis left on the
bank when he went to bathe, and it is too far to send to his
castle for others."
"One of my men shall fetch a suit from the palace
instantly," said the King. And before long the miller's son
was dressed in a gold-embroidered suit and a plumed hat.
"This is my master, the Marquis of Carabas," said
Puss-in-Boots, gracefully introducing him to the King and
the Princess. "We trust your Majesty will drive on and dine
with the Marquis."
"With the greatest of pleasure," said the King, and he
invited the Marquis to sit opposite the Princess in the
Then Puss disappeared in front and ran like the wind, taking
a short cut, so that she left the carriage far behind. And
first she came to a field of hay, where the haymakers were
busy working in the bright sunshine.
"See here," cried Puss-in-Boots as the haymakers stopped to
stare at a black cat in yellow boots, "when the King passes
this way and asks to whom this field of hay belongs, you are
to say, "To the Marquis of Carabas, your Majesty." If you do
not say exactly these words you shall be hanged and chopped
Then she ran on until she came to a field of wheat which the
reapers were busy cutting.
"Look here, my fine fellows," said
 Puss-in-Boots, shaking a paw at them, "the King will
soon pass by, and when he asks who is the owner of this
wheat-field, you are to say, "It all belongs to the Marquis
of Carabas, your Majesty." If you say anything else you will
be chopped up into small pieces, and that is a very painful
death, I assure you."
Then off she ran again until she came to a great castle
where a terrible Ogre lived. He was such a fierce and
powerful Ogre that he lived all alone and no one would ever
come near him. But Puss-in-Boots pulled the bell boldly, and
when the Ogre opened the door and glared out she bowed
politely and walked in with little, mincing steps, showing
off her yellow boots. And the Ogre was so astonished to see
such a visitor that he could only stare with his mouth open.
"Good-afternoon, your Mightiness," said Puss calmly. "I have
heard so much about you that I thought I would call and see
you. Is it really true that you can turn yourself into a
"Just wait and see!" said the Ogre, much
 gratified, for he
was very proud of the wonderful things he could do.
And in a second he had vanished, and a great, ramping,
roaring lion sprang towards Puss-in-Boots, who disappeared
swiftly up the chimney.
"Ha, ha!" laughed the Ogre when he had changed himself back
again. "How do you like me when I am a lion?"
"Not very much, thank you," said Puss, cautiously creeping
out. "Of course, it is very wonderful for such a great Ogre
as you are, to turn yourself into a big beast, but I suppose
it would be quite impossible to change into a tiny animal,
such as a mouse, for instance?"
"Pooh! that would be quite as easy for me," said the Ogre
proudly. And in a moment he had vanished and a little sleek
mouse ran across the floor.
With one pounce Puss was on him. She seized him with her
teeth, gave one shake, and the Ogre was dead.
Meanwhile the royal carriage came rolling along the road,
and when it came to the
 hayfield the King called to the haymakers and asked, "To
whom does this fine hay belong?"
"To the Marquis of Carabas," said
the haymakers, trembling
with fear, for they were sure the cat with the yellow boots
was listening close by.
Then the carriage drove on until it came to the wheat-field,
and again the King stopped and asked who was the owner of
this fine crop.
"It all belongs to the Marquis of
Carabas, your Majesty," said the reapers
in trembling tones.
"You really have a splendid estate," said the King, turning
to the miller's son. And he thought to himself, "This young
man is almost good enough to marry the Princess."
And by-and-by they came to the Ogre's castle, and there
Puss-in-Boots helped them to alight and showed them into the
banqueting-hall, where a splendid dinner had been prepared
for the Ogre.
"My dear Marquis," said the King, "your title is not fit for
this splendid castle. You
 shall no longer be called a Marquis but the Prince of
So the miller's son knelt before the King, and under the
stroke of the royal sword he became a Prince. And as he
loved the Princess and the Princess loved him, they were
married and lived together happily in the Ogre's castle.
Of course, Puss-in-Boots lived with them, and was made
Mistress of the Robes. And though she never needed to go
hunting again, she always kept the bag which her master had
given her, and always wore top-boots of yellow leather.