Puss in Boots (1988) - full transcript

A cat belonging to a poor miller's son thinks up a great plan for bringing a title, wealth, and marriage for his owner. He begins to carry it out, using a few birds and rabbits as gifts for the king, his own wit, and a pair of boots that make him appear human when he puts them on. However, his owner has no idea that the cat has told everyone that his master is a marquis rather than a miller's son until the king has arrived to meet him. Soon the king's daughter and the miller's son fall in love, and the king wants very much to see the land and the castle belonging to this rich "marquis."

( thunder )

Woman: CLOSE THE SHUTTERS. Man: CLOSE YOUR DOORS!

LOCK THEM TIGHT. LOCK THEM TIGHT!

Both: CLOSE YOUR SHUTTERS. CLOSE YOUR DOORS!

LOCK THEM TIGHT. LOCK THEM TIGHT!

Man: FOR THE GREAT OGRE COMES OUT AT NIGHT!

( growling )

( laughing )

( roars )

( growls )

( growls )



( laughs )

( roars )

I CAN BECOME WHATEVER I LIKE!

( meow )

MY SONS...

I LEAVE THE MILL TO MY ELDEST SON, JOHN.

THE DONKEY, I LEAVE TO YOU, PETER.

AND TO MY YOUNGEST, CORIN... AH, DEAR CORIN,

I HAVE NOTHING LEFT TO LEAVE YOU BUT MY BELOVED CAT, PUSS.

( meow )

( millstone grinding to a halt )

( caterwauls ) PUSS...

PUSS, COME BACK. ( meows )

PUSS... CORIN.



COME WITH ME. WE'LL SEEK OUR FORTUNE TOGETHER.

PUSS, WHERE ARE YOU GOING?

PUSS...

( meows )

( donkey brays )

PETER, WAIT FOR ME!

PUSS! WHERE ARE YOU?

PUSS! PUSS!

PUSS!

WHY DO YOU HAVE TO RUN AWAY LIKE THAT?

I'VE NEVER BEEN SO FAR AWAY FROM HOME.

( meows )

I HOPE WE COME TO A VILLAGE SOON

SO I CAN FIND SOME WORK. AFTER ALL,

I NOT ONLY HAVE MYSELF TO FEED, I HAVE YOU TOO.

WHAT LUCK. I INHERIT SOMETHING I HAVE TO FEED!

( meows )

YOU NEVER EVEN GAVE ME A DECENT NAME.

HOW ARE YOU GOING TO GIVE ME A DECENT MEAL?

MUCH LESS, A GOOD PAIR OF BOOTS.

COULDN'T YOU HAVE THOUGHT OF A BETTER NAME THAN PUSS?

IMAGINE GIVING YOU THE SAUSAGE, PUSS.

I SHOULD MAKE A SAUSAGE OUT OF YOU.

YOU'D MAKE ONE DECENT MEAL.

AND A FUR CAP.

THAT'S ABOUT ALL YOU COULD DO FOR ME, PUSS.

SAUSAGE AND A FUR CAP. ( growls )

( purrs )

GET ME SOME PROPER BOOTS,

AND YOU WON'T LACK FOR FUR CAPS,

NOR FOR DECENT MEALS, NOR FOR ANYTHING ELSE.

( caterwauls )

YOU CAN SLEEP HERE.

PITCH HAY DOWN TO THE HORSES,

AND BRUSH AND FEED THEM IN THE MORNING.

IF YOU DO A GOOD JOB,

I'LL EVEN GIVE YOU BREAKFAST.

( meows ) THANK YOU KINDLY, SIR.

YOU SEEM A GOOD LAD,

BUT NOWADAYS THINGS ARE SO RARELY WHAT THEY SEEM.

( panting )

( squeaks )

( caterwauls )

AT LEAST YOU EAT TONIGHT, PUSS.

I GO TO BED HUNGRY.

GET ME SOME BOOTS!

GET ME SOME BOOTS AND A DRAWSTRING BAG,

AND WE'LL BOTH EAT LIKE KINGS EVERY NIGHT.

I CAN'T STAY WITHOUT BOOTS.

PUSS?

WHERE ARE YOU?

( meow )

BRUSHES! BRUSHES, SIR? BRUSHES!

HERE'S YOUR MONEY. ONE, TWO, THREE.

HAVE A LOOK AT THIS LOVELY BROCADE, SIR.

I'D LIKE TO BUY THOSE BOOTS. HOW MUCH ARE THEY?

THEY ARE STRONG BOOTS. TWO FLORINS, SIR.

HEY!

MAN! YOU SAID YOU WANTED BOOTS.

( meows )

WELL, HERE THEY ARE.

( purrs )

WAS IT YOU WHO WANTED THE BOOTS, PUSS?

PUSS?

( whimpers )

Man: FINALLY! MY OWN BOOTS!

LOOK AT ME, MASTER. WHAT DO YOU SEE?

I SEE PUSS!

IN BOOTS!

THAT'S IT! WHAT'S IT?

MY NEW NAME. PUSS...IN BOOTS. WHOO!

PUSS...

TWO FEET... ( sighs )

...ARE NOT AS EASY AS I THOUGHT THEY'D BE, MASTER.

COME ON. ARE YOU REALLY PUSS?

OF COURSE I'M PUSS.

I'D HAVE LIKED A BETTER NAME,

BUT THAT'S ALL YOU COULD THINK OF.

"PUSS," JUST PLAIN "PUSS." NOT MUCH OF A NAME.

NOW, I'M PUSS IN BOOTS!

THESE BOOTS WILL CHANGE OUR LIVES, MASTER.

YOU'LL SEE. WE'LL NEVER WANT FOR ANYTHING AGAIN.

♪ NO MORE CRYING FOR A CRUST OF BREAD ♪

♪ NO MORE BEGGING FOR A BOWL OF MILK ♪

♪ IT'S TROUT FOR BREAKFAST IN A FEATHERBED ♪

♪ ON SHEETS OF SILK

IT'S ALL RIGHT.

♪ NOW I'M WALKING LIKE I'M TEN FEET TALL ♪

♪ JUST REACH OUT A PAW AND CATCH SOME BIRDS ♪

♪ AND I'LL NEVER HAVE TO CREEP OR CRAWL ♪

♪ BE KICKED OR STEPPED ON JUST BECAUSE I'M SMALL ♪

♪ I'VE GOT MY BOOTS AND I'VE GOT IT ALL ♪

♪ IN OTHER WORDS

♪ YOU'RE LOOKING AT A HAPPY CAT ♪

♪ A WATCH-ME-DANCE, TOE-TAPPY CAT ♪

♪ A CAT WHO HAD A DREAM THAT JUST CAME TRUE ♪

♪ I GOT MYSELF A SNAPPY PAIR OF BOOTS ♪

♪ I ALSO GOT A NAME THAT SUITS ME ♪

♪ A PAIR OF BOOTS CAN CHANGE A CAT ♪

♪ FROM BUM INTO ARISTOCRAT ♪

♪ NO HOUSE IN TOWN THAT I CAN'T WALTZ INTO ♪

♪ I MIGHT DROP BY THE PALACE FOR A CHAT ♪

♪ TO SHOW THE KING WHERE CLASS IS AT ♪

♪ WHEN I SASHAY INTO SOME SMART CAFE ♪

♪ EACH PRETTY FELINE WILL MAKE A BEELINE ♪

♪ FOR THE CAT THEY ALL ADORE ♪

♪ ALWAYS PUTTING ON THE DOG AND LIVING HIGH UPON A HOG ♪

♪ SAY, WHO IS THAT WITH FEATHERED HAT? ♪

♪ A VELVET COAT AND LACE CRAVAT? ♪

Both: ♪ SELF-ASSURED, UP AND DOWN THE AVENUE ♪

♪ MUST BE SOME FANCY FOREIGN DIPLOMAT ♪

♪ OH, NO, IT'S JUST A HAPPY CAT ♪

♪ I'VE GOT A HUNCH

♪ IT'S NO MORE MICE FOR LUNCH ♪

♪ FROM MOUSE TO PHEASANT

♪ WON'T THAT BE PLEASANT?

♪ GOOSE TOPPED OFF BY CHOCOLATE MOUSSE ♪

♪ I MIGHT EXPLODE, BUT WHAT THE WHOA! ♪

♪ I STILL GOT EIGHT MORE LIVES TO GO ♪

Corin: ♪ OH, WHO'D BELIEVE THIS HAPPY CAT ♪

♪ WAS ONCE A LAZY, NAPPY CAT? ♪

♪ WITH CAT NAPS AND WITH CATNIP I AM THROUGH ♪

♪ CAN'T LIE AROUND THE FIRE GROWING FAT ♪

♪ THERE'S LOTS OF FEATS THESE FEET MUST DO ♪

♪ BUT JUST FOR NOW I'LL FLUFF MY FUR ♪

♪ AND PURR A SOFT CONTENTED PURR ♪

YES, SIR!

♪ YOU'RE LOOKING AT A HAPPY... ♪

Both: ♪ CAT

SO...LET'S GO SEEK OUR FORTUNES.

( laughs )

PUSS, I'M HUNGRY.

THAT'S NOT MY IDEA OF DINNER.

YOU'RE NOT GOING TO EAT A MOUSE?

NO.

THANK HEAVEN FOR THAT.

YOU'LL NOT HAVE TO SETTLE

FOR BREAD AND CHEESE.

BREAD AND CHEESE ARE GOOD ENOUGH FOR ME.

I'M NOT SO EASILY SATISFIED.

( sniffs )

( humming )

( purring )

( purring )

( cackling )

( cackling )

( cackling )

YEAH, IT'S DONE. I THINK SO.

THERE, TRY THAT.

Ogre: WHO DARES TO HUNT ON THE LAND OF THE GREAT OGRE?

( panting )

SAVE ME, HIDE ME. THE OGRE'S AFTER ME.

WHERE, WHY, WHAT OGRE?

Ogre: DON'T THINK YOU CAN GET AWAY!

THAT OGRE! THE GREAT OGRE!

HE CAN CHANGE HIMSELF INTO ANY ANIMAL HE LIKES.

WHEN HE FINDS US,

HE'LL EAT US. ( weeping )

NO, HE WON'T. YOU SIT. QUIETLY.

EAT SOMETHING. EAT. SIT.

I'LL LEAD HIM AWAY. AND MASTER...

DON'T FORGET TO LEAVE A MORSEL FOR ME.

Ogre: START SAYING YOUR PRAYERS!

LAUGH!

( laughs )

OGRE!

OVER HERE!

COME ON. ( caterwauls )

IT'S USELESS, YOU KNOW?

YOU CAN'T GET AWAY FROM ME! ( laughs )

YOU'LL HAVE TO RUN AS FAST AS A TIGER TO BEAT ME.

AAH!

( roars )

AAH!

HERE I AM!

Puss: THIS WAY.

( grunts )

GRRR!

( barks )

I'VE GOT YOU NOW! I'VE GOT YOU!

( meow )

I WAS SURE I HAD HIM!

HOW COULD A DARN CAT MAKE SO MUCH NOISE?

( laughs )

( laughing )

Man: THE OGRE CAME HERE A YEAR AGO.

HE TOOK OVER THE CASTLE.

AT NIGHT HE CHANGES HIMSELF INTO SOME ANIMAL OR OTHER

AND HUNTS MEN DOWN.

NOW, AS SOON AS IT'S DARK,

PEOPLE LOCK THEMSELVES IN THEIR HOMES.

IS HE RICH?

OH, HE'S VERY RICH.

HE HAS 1,000 ROOMS IN THE CASTLE,

A HUNDRED ARABIAN HORSES IN THE STABLE,

A CHEST FULL OF JEWELS,

BUT HE ALWAYS WANTS MORE.

HE DEMANDS 100,000 BUSHELS OF CORN

AND 100,000 BUSHELS OF WHEAT FROM US.

WE'RE ALL HUNGRY NOW.

YOU CAN SLEEP HERE TONIGHT,

BUT I ADVISE YOU NOT TO STAY LONG IN THE NEIGHBORHOOD.

DON'T WORRY.

WE'RE GOING TO SEE THE KING. SEEK OUR FORTUNE.

THE KING...

HE CARES NOTHING FOR SIMPLE PEOPLE LIKE US.

I HOPE WE NEVER SEE THAT OGRE AGAIN.

DO YOU REALIZE

I'LL NEVER SEE MY BROTHERS OR THE MILL

UNLESS I PASS THROUGH HIS LAND?

Puss: LOOKS DESERTED. JUST WHAT WE NEED.

COME ON. WE'LL SLEEP HERE.

PUSS...

WHERE HAVE YOU TAKEN ME?

MASTER, DON'T WORRY.

YOUR FATHER ENTRUSTED YOU TO ME,

AND I'LL TAKE CARE OF YOU.

ENTRUSTED ME TO YOU?

HE LEFT YOU TO ME... I THINK.

MANY YEARS AGO, WHEN I WAS JUST A KITTEN,

A WICKED MAN THREW ME IN THE MILL POND.

IT WAS YOUR FATHER WHO FISHED ME OUT.

SINCE THEN,

I'VE LOVED YOUR FAMILY.

AND ALL THESE MANY YEARS,

I LIVED PRETTY WELL WITH YOU, SO...

DON'T THINK THAT I'D LEAVE YOU NOW THAT YOU HAVE NOTHING.

AND DON'T THINK THAT I DON'T KNOW YOUR HEART'S DESIRE,

FOR I'VE ALWAYS OBSERVED YOU.

THAT'S WHAT A CAT DOES BEST-- SIT, WATCH...

MASTER.

♪ GO TO SLEEP, MY FRIEND, GIVE ME ALL YOUR FEARS ♪

♪ WHILE I SIT AND WATCH YOU AS I'VE DONE FOR YEARS ♪

♪ YES, I'VE WATCHED YOU LAUGH ♪

♪ AND I FELT YOUR TEARS

♪ THROUGH THE NIGHT

♪ WHILE YOU HELD ME SO TIGHTLY ♪

♪ GO TO SLEEP, MY FRIEND, DREAM OF LOVELY THINGS ♪

♪ OF A PRINCE AND PRINCESS, OF CASTLES AND KINGS ♪

♪ AND I'LL STAY WITH YOU TILL YOUR DREAMS COME TRUE ♪

♪ YES, I'LL WATCH OVER YOU ♪

( yawns )

♪ WATCHING OVER YOU

♪ IS WHAT I MUST DO

MASTER! WHAT IS IT?

I'LL BE GONE FOR A WHILE.

YOU STAY HERE TILL I COME BACK.

ARE THOSE FOR OUR BREAKFAST?

THESE? THESE ARE TOO GOOD FOR US.

I THOUGHT YOU SAID NOTHING WOULD BE TOO GOOD FOR US.

THAT'S WHAT YOU SAID.

IN TIME, MY MASTER.

♪ POOR, RIGHT OR WRONG

♪ WHETHER WEAK OR STRONG, MASTER ♪

♪ YOU BELONG TO ME

Woman: VEGETABLES! FRESH VEGETABLES!

( cackles )

A GIFT FOR THE KING!

A GIFT FOR THE KING?

YES.

FROM WHOM?

FROM MY NOBLE LORD, THE MARQUIS.

WHAT MARQUIS?

THE MARQUIS...OF...

THE MARQUIS OF...CARABAS. CARABAS...

THE MARQUIS OF CARABAS? GO ON.

THANK YOU.

GO ON!

( snoring )

HMM.

WHO'S THAT? WHO'S THAT OVER THERE?

( cackles )

MM-HMM.

( coin rattling ) A GIFT...

FOR THE KING.

A GIFT FOR THE KING!

FROM MY NOBLE LORD, THE MARQUIS OF CARABAS.

FROM THE MARQUIS OF CARABAS!

MEOW!

Chorus: ♪ A GIFT FOR THE KING!

♪ A GIFT FOR THE KING!

♪ WHAT SILLY OLD THING DID HE BRING TO THE KING? ♪

A GIFT FOR THE KING? A GIFT FOR THE KING?

( imitating sword fight )

Puss: A GIFT!

FROM HIS LORDSHIP,

THE MARQUIS OF CARABAS.

♪ WHO, WHO, WHO, WHO IS THE MARQUIS OF CARABAS? ♪

♪ WHO IS HE? AND WHY DON'T WE KNOW THE NAME? ♪

♪ ALL THESE MARQUISES CLUTTERING UP THE UPPER CLASS ♪

♪ WHO CAN KEEP TRACK? ALL OF THEM LOOK THE SAME ♪

AAH-AAH...

ATCHOO!

IS SHE WELL?

Man: GIVE AIR, AIR, AIR!

OH, IT'S HER ALLERGY!

Girl: AUNT CLARA, DEAR AUNT CLARA!

WHATEVER IS WRONG?

CATS!

EW...

Man: CATS! Woman: CATS?

BUT THEY'RE JUST BIRDS.

Man: IT'S BIRDS! JUST BIRDS!

THE FINEST I'VE EVER SEEN.

Man: THE FINEST! THE FINEST!

FOR US? FOR THE KING.

FOR THE KING.

Man: THAT'S THE MAN. THAT'S HIM, I RECOGNIZE HIM.

A GIFT! FROM MY NOBLE MASTER,

THE MARQUIS OF CARABAS!

♪ HIS SERVANT IS BACK! ♪ HIS SERVANT IS BACK!

WHAT, WHO?

♪ WHAT WONDERFUL THING HAS HE GOT IN HIS SACK? ♪

♪ WHO IS THIS MYSTERIOUS MAN FROM CARABAS? ♪

♪ WHY THESE GIFTS, AND WHAT IS HIS LITTLE GAME? ♪

♪ WHO, WHY, WHAT AND WHERE IN THE WORLD IS CARABAS? ♪

♪ WHO IS THIS MARQUIS OF EVER-INCREASING FAME? ♪

ATCHOO!

Man 1: POOR LADY CLARA! Man 2: CATS AGAIN.

BLESS YOU.

Man: PERHAPS IT'S THE FUR.

HELLO.

Man: HELLO!

HE'S GOT TWO THIS TIME!

HOW ARE YOU?

Guard: ATTENTION!

♪ THE GIFT IS IMMENSE

♪ THE PALACE IS TENSE

GOOD MORNING.

♪ OH, ISN'T IT GRAND? CAN WE STAND THE SUSPENSE? ♪

GIFTS!

Puss: GIFTS...

OF MY MOST NOBLE MASTER, HIS LORDSHIP,

THE ILLUSTRIOUS MARQUIS OF CARABAS.

♪ WHERE IS THIS MOST MARVELOUS MAN FROM CARABAS? ♪

♪ WILL HE CALL? OUR WOMEN ARE ALL AFLAME ♪

♪ YOUNG AND HANDSOME, THAT'S THE MARQUIS OF CARABAS ♪

♪ RICH AS CROESUS SO THIS GENTLEMAN CLAIMS ♪

HE'S GENEROUS! GLAMOROUS!

AFFLUENT! AMOROUS!

EXCELLENT! ELEGANT!

♪ NICE AS CAN BE HE'S NOBLE, NOTORIOUS ♪

♪ GALLANT AND GLORIOUS WHEN DO WE MEET ♪

♪ THIS AMAZING MARQUIS?

AH...AH...

ATCHOO!

Man: OH, DEAR... BLESS YOU.

King: I SHOULD LIKE TO MAKE THE ACQUAINTANCE

OF YOUR MASTER, THE MARQUIS OF CARABAS.

TOMORROW.

A LADY IS NEVER IN A HURRY.

THE DAY AFTER TOMORROW.

Man: ONE MOMENT, SIRE.

YOUR MAJESTY, TOMORROW YOU RIDE

TO INSPECT THE WATERWORKS.

THEN THE DAY AFTER TOMORROW.

IT IS OUR PLEASURE THAT THE MARQUIS

PRESENT HIMSELF AT COURT IN...

TWO DAYS.

IN TWO DAYS.

TWO DAYS.

TWO DAYS?

Puss: MASTER, IT'S TIME TO GET UP.

Corin: NO!

THE KING DESIRES TO MEET YOU.

ME?

WHY?

WELL, PERHAPS IT'S TO THANK YOU.

THANK ME?

FOR THE FINE GIFTS...

...OF GAME YOU SENT HIM.

GIFTS I...

PUSS, YOU RASCAL!

( laughs )

OH, I HOPE THE KING

WILL NOT BE DISAPPOINTED IN ME.

JUST A SIMPLE COUNTRY FELLOW.

Corin: I WONDER WHAT WORK

THE KING WILL GIVE ME IN THE CASTLE.

I CAN TEND THE STABLES, OR WORK IN THE GRANARY.

OR MAYBE I CAN RIDE A HORSE.

BUT I KNOW NOTHING ABOUT SWORDPLAY.

I THINK IT WOULD BE WISE TO TAKE A GOOD BATH

BEFORE YOU SEE THE KING.

A BATH?

YES, IT'S A WARM DAY.

THE RIVER IS RIGHT HERE.

IS IT NORMAL TO TAKE A BATH BEFORE ONE SEES THE KING?

IT COULD DO NO HARM, I THINK.

ARE YOU NOT GOING TO TAKE A BATH TOO?

MASTER, I CANNOT SWIM.

YEAH, I'D FORGOTTEN.

OH!

( snoring )

Princess: DO YOU THINK HE'LL BE YOUNG?

WHO?

WHY, THE MARQUIS, OF COURSE! AND HANDSOME.

DO YOU THINK HE'LL BE HANDSOME?

I'M AFRAID HE WILL BE POLITE AND WELL-BRED,

BECAUSE HIS SERVANT WAS POLITE AND WELL-BRED.

I'M AFRAID HE WILL NOT FIND YOU SO!

AM I NOT POLITE AND WELL-BRED?

NO.

AND I PROMISED YOUR DEAR MOTHER BEFORE SHE DIED

THAT I WOULD MAKE YOU

INTO THE MOST GRACIOUS PRINCESS THAT EVER LIVED.

I FAILED.

OH, DEAR.

YOU WOULD RUSH FORWARD WHEN YOU SHOULD STAY BACK.

YOU LAUGH WHEN YOU SHOULD BE SAD!

YOU GET EXCITED WHEN YOU SHOULD BE CALM.

YOU TELL EVERYONE WHAT IS ON YOUR MIND.

YOU BITE YOUR NAILS!

YOU DON'T CHEW YOUR FOOD,

AND YOU NEVER HAVE A HANDKERCHIEF.

AND NOW YOU'RE THINKING ABOUT THE MARQUIS?

I SHOULDN'T DO THAT?

YOU SHOULDN'T BE AWARE THAT HE EXISTS.

THAT IS HOW A WELL-MANNERED PRINCESS WOULD BEHAVE.

INSTEAD, PROBABLY AS SOON AS YOU MEET HIM,

YOU'LL PROBABLY FLING YOURSELF AT HIM.

NO, I WON'T, I PROMISE.

OH, YES, YOU WILL! I PROMISE!

I'M HOPELESS, AREN'T I?

YES...

( snoring )

MASTER, I THINK...

YES, THERE'S A CARRIAGE.

IT'S APPROACHING.

WELL, GIVE ME MY CLOTHES.

I THINK IT'S BEST

IF YOU STAY WHERE YOU ARE FOR THE MOMENT.

PUSS, WHERE ARE YOU GOING?

PUSS?

PUSS! WHERE ARE MY CLOTHES?

PUSS...

PUSS, BRING ME MY CLOTHES NOW!

PATIENCE, MY MASTER, PATIENCE.

( horse neighing )

PATIENCE.

Puss: THIEVES! WHY, HELP! MY POOR MASTER! THIEVES!

WHAT'S THAT? Puss: THIEVES!

WHAT'S THAT?

THIEVES! WHY, HELP! MY POOR MASTER!

THIEVES! BRIGANDS!

Puss: SCOUNDRELS! THIEVES!

HOW EXCITING!

STOP! THIEVES HAVE ROBBED US!

OH, HELP, MY POOR MASTER!

HELP! MY POOR MASTER IS DROWNING!

Princess: HOW DREADFUL! WHERE?

Puss: IN THE RIVER!

THIEVES ROBBED MY MASTER, BEAT HIM.

THIEVES! THREW HIM IN THE RIVER.

OH, PLEASE, HELP, HELP MY POOR MASTER!

MASTER, WHERE ARE YOU?!

THIEVES--THEY TOOK MY MASTER.

THEY BEAT HIM, THEY BEAT HIM,

THEY TOOK HIM, THEY KICKED HIM...

PAPA, PAPA, HE IS DROWNING! HE IS!

GOOD HEAVENS! QUICKLY NOW!

SAVE THE MARQUIS! SAVE THE MARQUIS!

Princess: SAVE HIM! SAVE HIM!

King: HURRY UP, LADS!

COME HELP MY POOR MASTER!

King: TO THE RESCUE, MEN! Man 1: GO ON, YOU GO.

Man 2: NO, YOU GO. Man 1: NO, YOU GO FIRST.

Man 2: NO, I'VE GOT A COLD!

Corin: WHO ARE YOU? WHAT DO YOU WANT?

PLEASE, PLEASE!

MASTER! THESE ARE THE KING'S MEN.

AAH!

Puss: THEY ARE FRIENDS!

Corin: LEAVE ME ALONE! Man: GRAB HIS ARM!

Corin: GET OFF ME!

YOUR MOST PRECIOUS MAJESTY...

WE ARE SO GRATEFUL. OH, YES, INDEED WE ARE.

OH, YES, FORTUNE SMILES ON US TODAY!

Corin: WHAT DO YOU WANT?

Man 1: PLEASE, STOP KICKING!

Man 2: GRAB HIS FOOT!

Puss: MASTER!

Man: GRAB HIS FOOT! Corin: OW, OW!

MY MASTER IS CONFUSED.

HE PUT UP SUCH A BATTLE AGAINST THE THIEVES,

THAT HE'S STILL FIGHTING THEM.

IN HIS MIND.

GET OFF!

MASTER, THESE ARE THE KING'S MEN.

Puss: THE THIEVES HAVE GONE.

Princess: HE'S SAVED.

HE'S SAVED! HE'S SAVED!

YES, AND WE ARE VERY PLEASED.

Man: YOU HAVEN'T GOT A STITCH ON. COME ON!

Man 1:UP TOWARDS THE BLANKET. Man 2:I'LL TAKE THE BLANKET.

Puss: SO GRATEFUL.

Man 1: KEEP IT OFF MY HEAD! Man 2: STEADY!

AH!

COME, MY MASTER. ARE YOU WOUNDED?

HE'S YOUNG... OOH!

AND HE IS HANDSOME.

TAKE MY ARM.

( whispering ) It's the king, the king.

It's the king, bow. Bow to the king, yes.

Bow. Bow...

YOU WITH THE DRY CLOTHES,

LET THE MARQUIS WEAR THEM. QUICKLY!

COME THIS WAY, SIR.

MARQUIS?

WE WERE ON OUR WAY TO TOWN

WITH GIFTS FOR YOUR MAJESTY,

BUT WE WERE SET UPON BY THIEVES WHO ROBBED US.

TOOK MY MASTER'S HORSE, FINE CLOTHES...

...BEAT HIM, THREW HIM IN THE RIVER.

WHAT IS THE POINT OF SUCH DISHONESTY?

( whispering ) BOW. BOW.

BRING HIM HERE TO US. QUICKLY, QUICKLY!

HE WILL RIDE WITH US.

( breathes heavily )

I...I DON'T KNOW HOW--

YOU DON'T KNOW HOW TO THANK ME.

NO, I DON'T.

NO MATTER. REST, MY SON, REST.

REST.

Princess: ARE YOU ALL RIGHT?

ARE YOU? DON'T BE SO BOLD.

YOU SEE? YOU'VE EMBARRASSED HIM BY YOUR BOLDNESS.

REMEMBER YOUR MANNERS.

YOU HAVE NOT EVEN BEEN PROPERLY INTRODUCED.

INTRODUCE ME! King: WAS IT A HARD FIGHT?

TEN YEARS AGO, I FOUGHT OFF TEN MEN MYSELF.

IT WAS NEAR A BRIDGE VERY MUCH LIKE THIS ONE.

I MADE MY STAND.

I STOOD IN THE ROAD AND DARED THEM TO COME FORWARD.

WELL, THIS FRIGHTENED THEM, DON'T YOU KNOW.

BUT THE COWARDLY CAPTAIN THREATENED TO KILL THEM IF...

Princess: ♪ WHY CAN'T I TEAR MY EYES AWAY? ♪

♪ IF I SHOULD BLINK, HE JUST MIGHT DISAPPEAR ♪

♪ HOW CAN I HOPE TO ACT BLASé ♪

♪ IF SOMEONE I'VE SEEN IN ALL MY DREAMS IS HERE? ♪

♪ OH, ISN'T IT APPALLING THE WAY THAT I STARE? ♪

♪ COULD IT BE I'M FALLING IN LOVE AT FIRST SIGHT? ♪

♪ COULD IT HAPPEN? DON'T BE FOOLISH ♪

♪ EVEN I KNOW IT'S ONLY A PHRASE ♪

♪ IN STORIES AND PLAYS

♪ IT'S NEVER REAL

♪ IF LOVE AT FIRST SIGHT ONLY HAPPENS IN STORIES ♪

♪ WHAT IS THIS GLORIOUS FEELING I FEEL? ♪

HE MUST BE A VERY FINE GENTLEMAN,

BECAUSE HE IS MORTIFIED BY YOUR FLIRTING.

Princess and Corin: ♪ LOVE AT FIRST SIGHT ONLY HAPPENS IN STORIES ♪

♪ WHO WOULD HAVE THOUGHT IT COULD HAPPEN TO ME? ♪

WHOA!

HOLD IT! BACK TO THE BARRACKS!

YOUR MAJESTY.

( King whispers ) Man: OF COURSE.

Make sure the tailor comes to see him. Oh, the tailor.

MY LORD!

HIS MAJESTY HAS INSTRUCTED ME

TO TAKE YOU TO YOUR CHAMBERS, YES.

THERE WILL BE FRESH CLOTHING SENT THERE.

WHAT DO YOU SAY?

( whispering ) Master.

Thank you. THANK YOU.

PLEASE!

Look at the size of this place.

PUSS, WE REALLY ARE IN VERY BAD TROUBLE.

ON THE CONTRARY. ( chuckles )

I THINK EVERYTHING IS GOING VERY WELL.

BUT WHEN THEY FIND OUT WHO WE ARE,

THEY'RE GONNA THROW US BOTH IN THE DUNGEON.

YOU SEE? THEY'VE COME FOR US!

LIE DOWN, LIE DOWN ON THE BED!

YES?

I HAVE COME TO MEASURE MY LORD THE MARQUIS.

THEY'VE COME TO MEASURE YOU.

FOR MY COFFIN, I SUPPOSE.

( laughs )

HE JESTS.

YES, MY MASTER IS ALWAYS MERRY.

Servant: THAT'S NICE, WHEN ONE HAS A GOOD-HUMORED MASTER.

AH, YES, INDEED.

IS NOT THE KING GOOD-HUMORED ALSO?

YES, THE KING IS GOOD-HUMORED.

EXCEPT...WHEN HE'S INTERRUPTED,

WHEN HIS SOUP IS COLD,

HIS BEER IS WARM...

AH! ( gasps )

...WHEN HE HAS THE GOUT.

AND THE PRINCESS?

AH, THE PRINCESS FILLS OUR HEARTS WITH DELIGHT.

LET US HOPE SHE NEVER CHANGES.

WHY SHOULD SHE CHANGE?

AH, SUITORS, SIR, SUITORS ARE COMING.

ALL THE FINEST YOUNG MEN

ARE FLOCKING HERE TO ASK FOR HER HAND.

AND THERE IS A BALL TONIGHT IN THEIR HONOR.

WELL, I HAVE FINISHED.

MASTER, HE'S FINISHED.

MY LORD.

THANK YOU. MM-HMM.

I WISH I WERE DEAD.

I'M MADLY IN LOVE WITH HER!

WE'RE BOTH GOING TO BE THROWN IN THE DUNGEON.

I WAS JUST MEASURED FOR MY COFFIN, I KNOW IT.

AND SHE'S GONNA MARRY A SUITOR?

PERHAPS YOU COULD ALSO BE A SUITOR.

WHAT? YOU'RE CRAZY!

YOU KNOW,

WHEN YOU SAY THINGS LIKE THAT, YOU CAN TELL YOU'RE A CAT.

GRRR...

I'M A MILLER'S SON.

TWO WORDS OUT OF ME, AND SHE'D KNOW

I'M JUST A--A POOR COUNTRY FELLOW.

I DON'T KNOW HOW TO ACT LIKE A--WHAT AM I?

YOU ARE THE MARQUIS OF CARABAS.

HE DESPISES ME!

HE DOESN'T DESPISE YOU.

YES, HE DOES. HE DOES!

I WANT TO DIE. HE THINKS I'M ILL-BRED,

AND BOLD, AND A FLIRT AND...I AM!

WELL, IT'S NOT TOO LATE.

HE WAS A LITTLE DAZED, PERHAPS HE'LL FORGET.

WE WILL DO OUR BEST TO MAKE HIM FORGET.

I CAME HERE TO GET YOU MARRIED,

AND YOU WILL BE MARRIED!

FROM NOW ON, YOU WILL BEHAVE LIKE A LADY,

PARTICULARLY AT THE BALL TONIGHT.

BUT I EXPECT YOU TO BE VERY ATTENTIVE TO ALL YOUR SUITORS.

WHAT IF ALL MY SUITORS DON'T SUIT ME?

YOU WILL STILL BEHAVE LIKE A LADY.

YOU WILL BE GRACIOUS TO EVERYONE,

AND ALWAYS GENTEEL.

GENTEEL. FOR EXAMPLE--

♪ A MAN FOR WHOM YOU HAVE NO ZEAL ♪

♪ APPROACHES YOU TO DANCE THE REEL ♪

♪ HIS SKIN LOOKS LIKE AN ORANGE PEEL ♪

♪ HIS HANDSHAKE MAKES YOUR BLOOD CONGEAL ♪

♪ NOW DO YOU SHRINK OR SQUAWK OR SQUEAL? ♪

♪ OH, NO, YOU SAY, "THE REEL? IDEAL" ♪

♪ TO BE GENTEEL ♪ TO BE GENTEEL

♪ YOU MUST CONCEAL ♪ I MUST CONCEAL

♪ AND NOT REVEAL ♪ AND NOT REVEAL

♪ THE WAY YOU FEEL ♪ THE WAY I FEEL

♪ IT'S NOT THE STYLE ♪ IT'S NOT THE STYLE

♪ TO SMILE OR FROWN ♪ TO SMILE OR FROWN

♪ THE NOSE IS UP ♪ THE NOSE IS UP

♪ THE EYES CAST DOWN ♪ THE EYES CAST DOWN

FROM NOW ON, YOU WILL BEHAVE LIKE A GENTLEMAN.

HOW DO I DO THAT? I SHALL TEACH YOU.

AND HOW DO YOU KNOW HOW A GENTLEMAN BEHAVES?

BY OBSERVING. WE CATS DON'T MISS A TRICK.

IT'S ALL A GAME, MASTER.

THERE'S ONLY ONE RULE-- BE GENTEEL.

BUT I FEEL JUST THE OPPOSITE.

WE CAN PRACTICE TONIGHT AT DINNER.

DINNER? I--I WON'T KNOW WHAT TO DO!

♪ BEFORE THE BALL THERE'LL BE A MEAL ♪

♪ THEY'LL PASS THE BREAD, YOU'LL TAKE THE HEEL ♪

♪ THOUGH OVERCOOKED, YOU'LL EAT THE VEAL ♪

♪ YOU'LL ALSO TASTE THE PICKLED EEL ♪

♪ THEN CLAP YOUR HANDS LIKE SOME TRAINED SEAL ♪

♪ AND TELL THE KING, "THE MEAL? IDEAL" ♪

♪ TO BE GENTEEL, YOU MUST CONCEAL ♪

♪ AND NOT REVEAL THE WAY YOU FEEL ♪

♪ TO FLUSH OR BLUSH, ONE CAN'T AFFORD ♪

♪ SO LEARN THE ART OF LOOKING BORED ♪

VERY GOOD.

NOW, WHAT IS IT A GENTLEMAN DOES NOT DO?

A GENTLEMAN NEVER SAYS WHAT HE THINKS.

A LADY NEVER SPEAKS HER MIND.

ANY DISPLAY OF GENUINE EMOTION IS TO BE AVOIDED.

EXCELLENT.

ANY DISPLAY OF GENUINE EMOTION IS TO BE AVOIDED.

EXCELLENT.

♪ TO SHOW ANY KIND OF FEELING IS DISTINCTLY OUT OF FASHION ♪

♪ AND ONLY IN RARE INSTANCES MAY ONE EXHIBIT PASSION ♪

♪ YOU MAY SHOW SOME SLIGHT EXCITEMENT ♪

♪ AT THE OPERA OR A FOX HUNT ♪

♪ BUT YOU MAY NOT SHOW EMOTION ♪

♪ AT THE DEATH OF YOUR PET DACHSHUND ♪

♪ AT A FUNERAL OR WEDDING, AT HIGH MASS OR AT HIGH TEA ♪

♪ CONCEALING, NOT REVEALING, WHAT YOU'RE FEELING IS THE KEY ♪

♪ WHEN I'M SO MAD THAT I COULD SPIT ♪

♪ I MUST PRETEND THE OPPOSITE ♪

♪ I MUSTN'T FROWN, I MUSTN'T SMILE ♪

♪ TO FEEL AT ALL IS OUT OF STYLE ♪

♪ I MUSTN'T CRY, I MUSTN'T LAUGH ♪

♪ A GIGGLE IS A DREADFUL GAFFE ♪

♪ TO BE GENTEEL SOUNDS JUST A BIT ♪

♪ LIKE BEING JUST A HYPOCRITE ♪

YOU COULD PUT IT THAT WAY.

♪ TO BE GENTEEL, YOU MUST CONCEAL ♪

♪ THEN I DON'T WANT TO BE GENTEEL ♪

♪ AND NOT REVEAL THE WAY YOU FEEL ♪

♪ IT'S MUCH TOO MUCH OF AN ORDEAL ♪

♪ YOU HAVE TO BOW AND SCRAPE AND KNEEL ♪

♪ YOU HAVE TO KEEP AN EVEN KEEL ♪

♪ YOU HAVE TO SMELL OF CHAMOMILE ♪

♪ AND IMITATE AN IMBECILE ♪

♪ I WASN'T MEANT ♪ JUST DO YOUR BEST

♪ I WASN'T MEANT ♪ YOU'LL PASS THE TEST

♪ I WASN'T MEANT TO BE GENTEEL ♪

Man: THE PRINCE OF PATIENCE!

JUST LOOK!

WHY, HE'S THE PRINCE OF PATIENCE.

WHAT DO YOU THINK? HMM...NO.

IT'S A LITTLE-- LITTLE BIT PASSé.

Man: THE PRINCE OF SIGHS!

MMM...NAH.

Man: THE PRINCE OF RAPTURE!

OF RAPTURE!

HIS--HIS... MOUSTACHE. NOT SO...

Man: WHAT A PEACOCK.

PLEASE CONTROL YOURSELF!

Man: THE MARQUIS OF CARABAS!

( exclamations )

THE MARQUIS OF CARABAS.

( everybody ) OH!

( whispering ) It's all right.

I CAN'T.

NICE. WONDERFUL.

Bow.

YES.

LET THE FESTIVITIES COMMENCE!

( playing waltz music )

YOU MUST DANCE WITH THE PRINCESS.

I CAN'T.

Puss: YOU MUST.

I DON'T KNOW HOW TO.

IT LOOKS VERY SIMPLE.

SIMPLE?

JUST DO WHAT THE OTHERS DO!

I ONLY KNOW COUNTRY DANCES!

Dance. NO!

( no audio )

PLAY A COUNTRY DANCE!

A COUNTRY DANCE?

PLEASE, MY MASTER IS SO BORED!

HE'S JUST RETURNED FROM...ABROAD.

COUNTRY DANCES ARE ALL THE RAGE THERE.

NOBODY DOES COURT DANCING ANYMORE.

DON'T TELL ME YOU DON'T KNOW ANY COUNTRY DANCES!

OF COURSE I DO!

( no audio )

( playing country dance )

Corin: WHOA!

STOP! STOP THE MUSIC! Woman: OUTRAGEOUS!

STOP THE MUSIC! STOP IT!

WHAT IS THIS? WHAT ARE THEY DOING? WHAT?

( chuckles )

Man: WHAT ARE THEY DOING? WHAT? WHAT?

Man: IT'S ALL THE RAGE ABROAD!

Woman: IT'S ALL THE RAGE ABROAD.

WHAT? IT'S ALL THE RAGE ABROAD!

OH, REALLY?

THEY SAY IT'S ALL THE RAGE ABROAD.

IT'S ALL THE RAGE ABROAD.

OOH!

IT'S ALL THE RAGE ABROAD.

ALL THE RAGE!

ABROAD.

Man: IT'S ALL THE RAGE?

Man 2: WHAT'S HE TALKING ABOUT?

WHAT'S THIS?

OH! ( everybody laughs )

WHOA! ( laughs )

( laughs )

( birds chirping )

LISTEN TO THE BIRDS.

IT ALMOST SOUNDS AS IF THEY'RE TALKING.

WELL, THEY ARE TALKING.

THOSE ARE WHIPPOORWILLS.

THEY'LL BE MAKING THEIR NESTS NOW.

AND THAT'S A CATBIRD IMITATING THEM.

IT'S WOKEN THE PIGEON DOVES.

HOW DO YOU KNOW ABOUT SUCH THINGS?

THAT'S WHAT I KNOW.

I KNOW BIRDS AND FISH,

AND I KNOW ABOUT THE WOODS

AND FIELDS AND THE STREAMS.

AND I KNOW THE SEASONS,

THE SUN, THE MOON AND THE STARS.

I WISH I KNEW MORE OF THOSE THINGS.

I HAVE TO STAY IN THE PARLOR,

PLAY THE HARPSICHORD, DRINK TEA,

EMBROIDER HANDKERCHIEFS.

WHICH IS ALL VERY NICE,

BUT NOT ALL THE TIME.

Lady Clara: PRINCESS VERA, WHERE ARE YOU?

OH, DEAR, SHE'S CALLING ME.

I HAVE TO GO. TOMORROW.

TOMORROW, MEET ME AT THE BRIDGE.

MEET ME THERE AT 10:00.

Y--YAHOO!

OH... DO YOU THINK I'M TOO BOLD?

NO!

TOMORROW.

HAT. COAT, MASTER. I'M LATE!

( fly buzzing )

( buzz ceases )

Lady Clara: PLEASE WAIT FOR ME!

I DON'T KNOW WHY I HAVE TO RUN AFTER YOU!

WHAT I HAVE TO SAY IS VERY IMPORTANT.

WOULD YOU PLEASE LISTEN TO ME?

YOU DON'T UNDERSTAND WHAT A SERIOUS MATTER THIS ABSOLUTELY IS!

I DON'T UNDER--

SHE HAS SENT AWAY THE THREE SUITORS!

SHE WON'T EVEN CONSIDER THEM.

ALL SHE TALKS ABOUT IS

"THE MARQUIS OF CARABAS THIS,

THE MARQUIS OF CARABAS THAT."

YES, WELL, HE IS A FINE FELLOW.

IS HE? YOU KNOW NOTHING ABOUT HIM. ( meow )

KITTY, KITTY, KITTY.

ATCHOO!

CATS!

HE CAME TO US NAKED AS A BABE.

YES! AND WASN'T IT EMBARRASSING

THAT IT HAPPENED IN MY OWN KINGDOM,

UNDER MY OWN VERY NOSE... SO TO SPEAK?

I HARDLY KNOW HOW TO MAKE AMENDS.

MUST YOU MARRY YOUR DAUGHTER TO HIM TO MAKE AMENDS?

MARRY MY DAUGHTER?

WHAT DO YOU THINK I'VE BEEN TALKING ABOUT?

MARRY MY DAUGHTER.

WELL, INDEED, YES!

BUT YOU DON'T KNOW ANYTHING ABOUT HIM!

BUT I DO NOT KNOW ANYTHING ABOUT HIM!

WELL, YOU'D BETTER FIND OUT SOMETHING, HADN'T YOU?

AFTER ALL, YOUR DAUGHTER IS A PRINCESS,

YOU ARE A KING, THIS IS A KINGDOM--

AT LEAST IT'S SUPPOSED TO BE. WOULD YOU PLEASE WAIT FOR ME?

HMM.

VERA?

MY MASTER'S CORNFIELDS

ARE THE FINEST IN THE LAND.

100,000 BUSHELS A YEAR.

All: 100,000?

QUIET!

HIS CASTLE IS SPACIOUS--

ONE THOUSAND ROOMS.

IN HIS STRONGHOLD, A CHEST.

FULL OF JEWELS.

( exclamations )

DO YOU KNOW WHAT I USED TO DO?

I USED TO TAKE OFF MY SHOES

AND WALK BAREFOOT.

SO DID I.

BUT I DON'T DO THAT ANYMORE.

THEN I USED TO PULL UP MY SKIRTS

AND RUN WHEREVER I PLEASED.

BUT I DON'T DO THAT ANYMORE EITHER.

AND THEN I USED TO PRETEND--

I USED TO PRETEND I WAS A GOOSE GIRL OR A MILKMAID.

BUT I DON'T DO THAT ANYMORE, EITHER.

DID YOU USE TO PRETEND?

YES.

WHAT DID YOU PRETEND TO BE?

A MILLER'S SON.

AND YOU LIVED IN A MILL BY A MILLSTREAM,

WITH DUCKS SWIMMING IN IT.

AND THERE WERE WILLOWS HANGING OVER,

AND THERE WAS A WATERFALL.

THAT'S HOW IT WAS.

THERE ARE 100 ARABIAN HORSES IN HIS STABLES.

EACH ONE A GIFT...

...OF A DIFFERENT SULTAN!

I CAN'T DECEIVE YOU ANY LONGER.

I'M NOT A LORD. I'M--

I REALLY AM A MILLER'S SON.

A MILLER'S SON?

THEN YOU REALLY LIVED IN A MILL BY A MILLSTREAM

WITH DUCKS AND WILLOWS AND A WATERFALL?

YES.

YOU ARE NOT THE MARQUIS OF CARABAS.

NO.

WHO ARE YOU, THEN?

AND 100 ARABIAN HORSES IN THE STABLE.

AND EACH, THE GIFT OF A DIFFERENT SULTAN.

THIS WOULD BE A WONDERFUL MATCH FOR MY DAUGHTER.

YES, SIRE!

IT SHOULD EVEN PLEASE LADY CLARA.

( laughs )

I THINK IT IS CLEVER,

I THINK IT'S WONDERFULLY CLEVER.

MY PAPA IS COMPLETELY FOOLED.

I'M VERY GRATEFUL TO YOUR PUSS,

FOR IF HE HADN'T DONE THIS, I WOULD NEVER HAVE MET YOU,

AND I MIGHT HAVE HAD TO MARRY ONE OF MY THREE SUITORS.

BUT PAPA IS SO FOND OF YOU.

HE DIDN'T GIVE A HOOT FOR THE THREE SUITORS.

WELL, I DON'T THINK HE'LL BE SO FOND OF ME

WHEN HE FINDS OUT WHO I AM.

WHY MUST HE FIND OUT?

LET US ASK FOR PERMISSION TO MARRY.

I'M SURE HE WILL GIVE IT.

THEN IT WILL BE TOO LATE!

PERMISSION TO MARRY?

WHY, YES, OF COURSE!

DON'T YOU WISH TO MARRY ME?

MORE THAN ANYTHING IN THE WORLD.

THAT'S WHAT I WANT

MORE THAN ANYTHING IN THE WORLD.

♪ I SIMPLY CAN'T BELIEVE YOU'RE REAL ♪

♪ I HAVE TO PINCH MYSELF TILL I TURN BLUE ♪

♪ I CAN'T BELIEVE THE WAY I FEEL ♪

♪ I WANT TO TELL THE WORLD THAT I LOVE YOU ♪

♪ WE'LL CARVE IT ON OAK TREES AND SCRAWL IT ON WALLS ♪

♪ FOR OTHERS WHO ARE FALLING ♪

♪ IN LOVE AT FIRST SIGHT

♪ DOES IT HAPPEN? YES, IT HAPPENS ♪

♪ NOW WE KNOW THAT IT'S NOT JUST A PHRASE ♪

♪ IT'S NOT JUST A PHASE, IT'S REAL ♪

♪ IT'S RIGHT AND LOVE AT FIRST SIGHT ♪

♪ MIGHT JUST LAST US A LIFETIME ♪

♪ FOR EACH TIME WE LOOK AT EACH OTHER ♪

♪ WE'LL SEE SOMETHING NEW, SOMETHING LOVELY ♪

♪ SO EACH TIME I SEE YOU

♪ IT'S LOVE AT FIRST SIGHT

MY AUNT, LADY CLARA, WILL BE FURIOUS.

I'VE DONE THE WRONG THING AGAIN.

WHAT IS IT?

DON'T YOU REALIZE I PROPOSED TO YOU?

YOU ARE SUPPOSED TO PROPOSE TO ME.

A SERVANT TOLD YOU? A SERVANT?

NO!...YES.

WELL, IT ALL SOUNDS TOO WONDERFUL.

YES, THAT'S JUST WHAT I THOUGHT.

THAT'S EXACTLY WHAT I THOUGHT.

I SAID IT SOUNDS WONDERFUL.

BUT WE SHOULD LIKE TO SEE

THESE VAST ESTATES, THIS CASTLE.

YES, OF COURSE, I SHOULD LIKE TO SEE

THESE VAST ESTATES, THIS CASTLE.

I SHOULD LIKE TO SEE THEM!

NOW YOU WILL ASK MY FATHER FOR MY HAND,

AS IF IT WERE THE MOST ORDINARY THING IN THE WORLD.

VERY MATTER-OF-FACT,

AS IF YOU WERE ASKING HIM THE TIME OF DAY.

HE'LL PROBABLY SAY "YES" WITHOUT THINKING TWICE.

REMEMBER, SPEAK SOFTLY, AND DON'T CONTRADICT HIM WHATEVER YOU DO.

SAY YES, YES, YES, NO MATTER WHAT HE SAYS,

AND LATER WE'LL FIX IT.

THREE TIMES, THREE TIMES!

GO AHEAD. GO!

I HAVE BEEN HEARING GOOD THINGS ABOUT YOU, MY BOY.

SUCH GOOD THINGS.

Corin: YOUR MAJESTY...

...I HAVE COME TO ASK FOR THE HAND OF PRINCESS VERA.

100,000 BUSHELS OF CORN.

SIRE?

100,000 BUSHELS OF WHEAT.

King: A CASTLE WITH 1,000 ROOMS.

SIRE?

A HUNDRED ARABIAN HORSES IN THE STABLES,

IS THAT NOT SO?

THAT WERE GIVEN TO YOU

BY 100 DIFFERENT SULTANS?

A HUNDRED ARABIAN HORSES, YES.

IT SOUNDS FAMILIAR, SIRE.

AND A CHEST FULL OF PRECIOUS STONES.

A CHEST FULL OF PRECIOUS STONES?

I SHOULD LIKE TO SEE THESE WONDERFUL THINGS.

UNFORTUNATELY, SIRE, I DO NOT HAVE THEM WITH ME.

( everybody laughs )

WELL, THEN.

WE WILL HAVE TO GO TO THEM.

BUT SIRE, IT IS A LONG, HARD JOURNEY FROM HERE!

ALL THE WAY TO THE-- TO THE NO-NORTHEAST

NORTHEAST CORNER OF THE KINGDOM!

WE CAN MAKE THE JOURNEY.

BUT IT'S--IT'S WILD AND DANGEROUS COUNTRY!

YOUR MAJESTY!

WE WILL LEAVE TOMORROW.

BUT THERE'S BEASTS AND MONSTERS!

AM I NOT THE KING? ( all ) YES, YOUR MAJESTY.

YES.

WHAT SHOULD I FEAR IN MY OWN LAND?

BUT SIRE... IT'S IMPOSSIBLE.

IMPOSSIBLE?!

IMPOSSIBLE?!

HOW DARE YOU, SIRE?

I DECIDE WHAT IS POSSIBLE

AND WHAT IS IMPOSSIBLE!

NOW, HERE IS WHAT IS POSSIBLE.

IF IT IS ALL EXACTLY AS I'VE HEARD

DOWN TO THE LAST DETAIL,

YOU'LL MARRY THE PRINCESS IMMEDIATELY.

IF IT IS NOT ALL EXACTLY AS I'VE HEARD

DOWN TO THE LAST DETAIL, YOU WILL... ( squeaks )

LOSE YOUR HEAD!

( everybody ) OH!

AAH!

AND DO NOT TRY TO ESCAPE.

Man: QUICK. Lady Clara: QUICKLY.

Lady Clara: HOLD HER HEAD UP.

Man: DEAR CHILD. DEAR CHILD, SHE'S WHITE!

Woman: WHITE AS A SHEET!

Man: WHAT A DREADFUL DAY! Lady Clara: CARELESS LAD.

FOOLISH. HE'S OFFENDED THE KING.

Man: AIR, MORE AIR! Lady Clara: ICE FOR HER TEMPLES.

( whistling )

Corin: DO YOU SEE?

DO YOU SEE WHAT YOU'VE DONE

WITH YOUR FOOLISH BOASTING?

THE KING WISHES TO SEE MY "VAST ESTATES,"

MY "CASTLE OF 1,000 ROOMS,"

MY "100 ARABIAN STALLIONS..."

...AND MY "CHEST FULL OF PRECIOUS STONES."

THEN HE SHALL SEE IT ALL.

OR I SHALL LOSE MY HEAD.

HOW WILL HE SEE IT, PUSS?

WE SHALL TAKE HIM THERE.

SO THE GREAT OGRE CAN MAKE A MEAL

OUT OF HIM AND PRINCESS VERA?

NO, PUSS, ABSOLUTELY NOT.

HMM. I'LL NOT RISK THEIR LIVES.

I'LL TELL THE KING THE TRUTH...

SHH.

...AND I'LL LOSE MY HEAD.

NO, YOU WON'T!

WHY DIDN'T YOU RUN AWAY?

I SAW YOU TRYING TO COME TO MY SIDE.

I WANTED TO GIVE YOU A GOOD KICK!

CORIN, DO YOU ALWAYS DO THE RIGHT THING? HMM.

( whistles )

I JUST WANTED TO BE NEAR YOU.

YOU DO ALWAYS DO THE RIGHT THING.

NOW, HOW WILL YOU GET AWAY?

MY FATHER HAS COMMANDED THE SOLDIERS

TO KEEP A CONSTANT WATCH ON YOU.

WE MUST THINK OF A WAY TO ESCAPE.

( soldiers marching )

Puss: YOUR HIGHNESS,

YOU SEEM TO BE A PERSON OF SOME SPIRIT.

ARE YOU WILLING TO RISK YOUR LIFE FOR MY MASTER?

YES. THEN CONVINCE HIM...

TO RIDE WITH US TOMORROW,

YOU AND THE KING, WHEREVER I WILL LEAD YOU.

NO! NO, I WON'T ALLOW IT.

IT'S TOO GREAT A RISK.

YOU ARE NOT MY MASTER.

I CAN RISK MY LIFE IF I WISH.

AND I'D LIKE PERMISSION TO RISK MINE!

THAT'S EASY FOR YOU TO SAY, YOU'VE GOT EIGHT MORE TO GO.

WHAT?! CORIN, YOU ARE NOT AFRAID?

WELL, YOU HAVEN'T SEEN THAT OGRE!

CORIN!

WELL, HE'S PRETTY DREADFUL.

♪ YOU'VE GOT TO STICK YOUR NECK OUT NOW AND THEN ♪

♪ GET YOUR CHIN UP, SQUARE YOUR SHOULDERS ♪

♪ TAKE A BREATH AND COUNT TO TEN ♪

♪ THEN MARCH RIGHT IN THAT MEAN OLD LION'S DEN ♪

♪ YOU'VE GOT TO STICK YOUR NECK OUT NOW AND THEN ♪

♪ JUST GO AND MEET THAT MONSTER FACE TO FACE ♪

♪ STAND UP TALLER, HE'LL GROW SMALLER ♪

♪ TILL HE'S GONE WITHOUT A TRACE ♪

♪ A FEAR THAT'S FACED WILL SLINK OFF IN DISGRACE ♪

♪ IT'S FUN TO PUT A MONSTER IN HIS PLACE ♪

♪ IF YOU'RE AFRAID TO TALK TO STRANGERS ♪

♪ YOU'LL NEVER MAKE A FRIEND ♪

♪ IF YOU'RE SCARED OF LOOKING STUPID ♪

♪ YOU WON'T GET VERY SMART ♪

♪ IF YOU ARE AFRAID OF ALL THE DANGERS ♪

♪ THAT LURK AROUND THE BEND ♪

♪ THEN CANCEL THE TRIP, GET OFF THE SHIP ♪

♪ YOU'RE SUNK BEFORE YOU START ♪

♪ I'VE GOT TO STICK MY NECK OUT NOW AND THEN ♪

♪ IF YOU FALTER, GRAB THAT HALTER ♪

♪ AND GO CHARGING IN AGAIN

♪ THAT'S HOW WE TELL THE MOUSES FROM THE MEN ♪

♪ YOU'VE GOT TO STICK YOUR NECK OUT NOW ♪

♪ AND LET THEM LAUGH

♪ LET THEM CALL YOU A GIRAFFE ♪

♪ GO ON AND STICK YOUR NECK OUT NOW AND THEN ♪

THE BEST WAY TO COOK THEM

IS TO USE A LITTLE BIT OF SALT

BOIL THEM, PUT THE BUTTER...

( clarion calls )

YOUR LORDSHIP, SHOULD I NOT GO BEFORE

TO PREPARE A BANQUET FOR YOUR ARRIVAL?

A BANQUET?

A BANQUET? OH, YES, INDEED.

AND THEN, A GOOD FEATHERBED.

( laughs )

Man: OPEN THE GATE!

( snoring )

Man: WAIT FOR ME!

WHOSE FIELDS AND FORESTS ARE THESE?

THEY BELONG TO THE GREAT OGRE.

SAY THAT TO THE NEXT PERSON WHO ASKS,

AND SURELY YOU WILL DIE.

THE KING HAS MADE THE OGRE THE MARQUIS OF CARABAS,

AND THUS MUST HE ALWAYS BE CALLED,

OR THE OGRE'S FURY WILL BE TERRIBLE.

( bleating )

WHOSE FINE FLOCKS AND CROPS ARE THESE?

THEY BELONG TO THE GREAT OGRE.

SAY THAT TO THE NEXT PERSON WHO ASKS,

AND SURELY YOU WILL DIE.

THE KING HAS MADE THE OGRE THE MARQUIS OF CARABAS,

AND THUS MUST HE ALWAYS BE CALLED,

OR THE OGRE'S FURY WILL BE TERRIBLE.

Man: WAIT!

MMM...

THOSE ARE FINE FIELDS AND FORESTS OUT THERE.

I WONDER TO WHOM DO THEY BELONG.

STOP A MOMENT!

WHOA!

THESE FIELDS AND FORESTS, TO WHOM DO THEY BELONG?

TO HIS LORDSHIP, THE MARQUIS OF CARABAS.

SIR, WHY DIDN'T YOU INFORM ME YOURSELF?

Princess: PAPA, YOU KNOW YOU HAVE ALWAYS

COMMENDED THE MARQUIS FOR HIS MODESTY.

TRUE, HE IS A MODEST, QUIET FELLOW.

I'VE ALWAYS LIKED YOU FOR THIS.

HERE! HERE!

King: FINE GROVES AND FINE FLOCKS OUT THERE.

SIR, ARE THOSE YOURS AS WELL?

UM...

UM...

WHOA, WHOA!

SEE, HERE.

THESE FLOCKS AND GROVES, TO WHOM DO THEY BELONG?

THEY BELONG TO HIS LORDSHIP, THE MARQUIS OF CARABAS.

YOU ARE A MODEST FELLOW.

Coachman: HERE!

HERE! HERE!

( thunder crashing )

ALLOW ME TO ENTER, OR SURELY YOU WILL DIE.

I BRING GOOD NEWS FROM THE KING TO THE GREAT OGRE.

OH!

( Ogre laughs )

( thunder )

( munching )

Puss: OH, SIR!

WHO DARES TO DISTURB ME AT MY DINNER?

GET UP, GET UP!

OH, SORRY, GREAT SIR.

GET UP! WHAT DO YOU WANT?

I BRING NEWS FROM THE COURT.

SPIT IT OUT! OH, SIR.

NOW, THIS BETTER BE GOOD NEWS.

"TO WHOM IT MAY CONCERN,

"LET IT BE HENCEFORTH KNOWN

"THAT THE TITLE 'MARQUIS OF CARABAS'

IS BESTOWED ON THE GREAT OGRE."

( sniffs )

AND WHAT DOES THAT MEAN?

WHY, SIR, IT MEANS THAT THE KING,

IN--IN HONOR OF YOUR GREAT FEATS,

HAVING HEARD OF YOUR GREAT EXPLOITS,

HAS MADE YOU A N-N-NOBLEMAN.

A WHAT?

A N-N-N-NOBLEMAN.

A NOBLEMAN?

A NOBLEMAN! ME?

ME!

WHY, OF COURSE!

A NOBLEMAN. WHY NOT?

WHO DESERVES IT BETTER THAN ME?

NO ONE...SIR.

A NOBLEMAN!

SO EVEN THE KING MUST RECKON WITH ME NOW.

WHAT AM I CALLED?

THE MARQUIS OF CARABAS.

THE MARQUIS OF CARABAS.

I LIKE THAT!

I LIKE THAT, I LIKE THAT! THE MARQUIS OF CARABAS.

THE MARQUIS OF CARABAS.

I KNEW THAT SOONER OR LATER

THEY'LL HAVE TO REALIZE WHO I AM!

WHAT I AM!

OH, SIR... ONE THING MORE,

YOUR LORDSHIP.

"YOUR LORDSHIP"? HA HA HA!

I LIKE THAT! I LIKE THAT! ( laughs )

YES? WHAT IS IT?

THE KING HIMSELF IS ON HIS WAY

TO VISIT AND PAY YOU HONOR.

THE KING? TO VISIT? ME? HERE?

YES, AND WITH ALL HIS COURT.

HIS COURT?

HERE? LADIES AND GENTLEMEN, HERE?

OH, UM...UM...

WHAT SHOULD I DO?

WHY NOT PREPARE A BANQUET, YOUR LORDSHIP?

OH, WELL, OF COURSE, A BANQUET.

GUARDS! GUARDS!

YES, MASTER.

HAVE A GREAT BANQUET PREPARED!

THE KING IS COMING! OH, YES, MASTER!

( laughs )

WHAT DO YOU WANT?

FORGIVE ME.

YOUR LORDSHIP,

I HAVE HEARD THAT YOU CAN TAKE ON OTHER SHAPES,

BUT I ALWAYS THOUGHT THIS IDLE GOSSIP.

CAN IT BE TRULY SO?

DO YOU DOUBT ME?

NO, SIR. IT MUST BE MARVELOUS TO BEHOLD.

I WOULD LOVE TO SEE SUCH THINGS.

LATER, LATER.

I MUST NOW PREPARE MYSELF TO RECEIVE THE KING,

AND THE LADIES AND THE GENTLEMEN.

OH, PLEASE, GREAT SIR,

IT WOULD BE SOMETHING I COULD TELL MY GRANDCHILDREN.

I ONCE SAW THE MARQUIS OF CARABAS

TURN INTO A BEAR.

COULD YOU DO THAT?

A BEAR! HA HA!

IT'S EASY! MM-HMM.

WELL, IF YOU WISH IT!

PHEW! WOW!

SATISFIED?

YOUR LORDSHIP,

COULD YOU DO SOMETHING EVEN BIGGER?

ANYTHING! I CAN DO ANYTHING!

ANYTHING?

A-NY-THING!

( trumpets )

ENOUGH?

WILL WONDERS NEVER CEASE?

OF COURSE, IT'S NOT SO SURPRISING

WHEN YOU COME TO THINK OF IT.

WHAT?

YOU ARE SUCH A POWERFUL AND IMPOSING MAN,

YOUR LORDSHIP. IT MUST BE SECOND NATURE

TO BECOME A GREAT, MAGNIFICENT ANIMAL.

SO?

I WOULD NOT EXPECT YOU TO BECOME

ANYTHING LESS THAN THOSE THINGS.

LESS?

I MEAN "SMALL."

I WOULD NOT EXPECT YOU

TO BECOME ANYTHING SMALL,

LIKE--LIKE...A MOUSE.

WHY NOT? I COULD BECOME WHAT I WANT!

NATURALLY I PREFER THE GREATER, MORE TERRIBLE BEASTS,

BUT I CAN DO ANYTHING!

NOW, I CAN SEE YOU

BECOME SOMETHING EVEN BIGGER,

BUT SOMETHING SMALL...

LIKE A MOUSE... IT'S IMPOSSIBLE!

NOTHING IS IMPOSSIBLE!

I CANNOT CONCEIVE IT.

WHERE WOULD THE REST OF YOU GO?

I WILL SHOW YOU WHERE I'LL GO!

( Puss laughing )

( caterwauls )

( clarion calls )

( clarion calls in the distance )

HELLO! ANYBODY HOME?

YOU THERE, CLEAN THIS PLACE UP.

DON'T BE AFRAID.

OPEN THOSE CURTAINS.

HERE, CLEAR THE BONES. GO ON. TAKE THAT.

GOOD. LOWER THE CHANDELIERS.

BRING IN THE TABLES.

FLOWERS. MORE FLOWERS. I NEED...

GOOD SILVERWARE AND CHINA.

Puss: NOW SET THE TABLES.

( clarion calls )

Puss: CARPET, CARPET. RIGHT HERE.

THAT'S IT, UNROLL IT.

Man: LOOK AT THAT.

EXCUSE ME.

Man: THE CHANDELIERS.

IS EVERYTHING ALL RIGHT?

ALL IS... AS YOU DESIRE.

WELCOME TO HIS MAJESTY THE KING.

HIS LORDSHIP THE MARQUIS OF CARABAS.

PLEASE, I'VE PREPARED SOME FOOD--

JUST SOMETHING.

PLEASE.

Man: THE FLOWERS!

WHERE'D THEY GET FLOWERS THIS TIME OF YEAR?

WONDERFUL! WONDERFUL!

SIRE, THERE ARE 100 ARABIAN HORSES IN THE STABLES.

A HUNDRED ARABIAN HORSES!

SIRE, THERE ARE 1,000 ROOMS IN THE CASTLE.

OH!

SIRE, THERE ARE 100,000 BUSHELS OF CORN

AND 100,000 BUSHELS OF WHEAT IN THE GRANARY.

COME ON!

ATCHOO!

BLESS YOU.

WHOA!

HA!

King: WELL, SIR, HA HA.

THE ONLY THING THAT CAN PREVENT YOU

FROM MARRYING MY DAUGHTER IS YOURSELF.

SHE SEEMS SMITTEN ENOUGH.

YOU'RE SUCH A SHY FELLOW. I'VE NO IDEA HOW YOU FEEL.

I HAVE EVERYTHING I WISH... IN MY ARMS.

( sobs )

WELL, THEN, LET'S EAT!

YES.

AH.

YES, THEY'RE HERE! IT'S THE PLACE.

IT'S SO EXCITING!

MAJESTY, HIS MAJESTY.

IF YOU PLEASE. GOOD TO SEE YOU.

VERA, ARE YOU PLEASED?

WHY, YES, OF COURSE!

♪ YOU'RE LOOKING AT A HAPPY CAT ♪

♪ A SMUG AND SLIGHTLY SAPPY CAT ♪

♪ YOU'RE LOOKING AT THE CAT ♪

♪ WHO ATE THE CREAM

♪ THESE BOOTS HAVE MADE A LOT OF DREAMS COME TRUE ♪

♪ THERE'S NOTHING LEFT TO DO BUT SAY ADIEU NOW ♪

All: ♪ HAPPY ENDINGS MAKE THE WHOLE WORLD SMILE ♪

♪ MAN GETS MAIDEN AND THE CHURCH BELLS PEAL ♪

♪ AND ROYAL WEDDINGS ARE THE LATEST STYLE ♪

♪ THEY'RE SO GENTEEL

♪ HAPPY ENDINGS MAKE THE WHOLE WORLD SMILE ♪

♪ MAN GETS MAIDEN AND THE CHURCH BELLS PEAL ♪

♪ AND ROYAL WEDDINGS ARE THE LATEST STYLE ♪

♪ THEY'RE SO GENTEEL

♪ HAIL THE CHAP WHO MADE IT HAPPEN HERE ♪

♪ HE'S A HERO ALL THE WORLD SALUTES ♪

♪ HE FACES OGRES WHEN HE'S FULL OF FEAR ♪

♪ HE TURNS A KINGDOM ON ITS NOBLE EAR ♪

♪ LET'S LIFT HIM UP AND LIFT A CUP OF CHEER ♪

( Puss meows )

♪ TO PUSS IN BOOTS

♪ TO PUSS IN BOOTS

♪ YOU'RE LOOKING AT A HAPPY CAT ♪

♪ A WATCH-ME-DANCE, TOE-TAPPY CAT ♪

♪ A CAT WHO HAD A DREAM THAT JUST CAME TRUE ♪

♪ I GOT MYSELF A SNAPPY PAIR OF BOOTS ♪

♪ I ALSO GOT A NAME THAT SUITS ME ♪

♪ A PAIR OF BOOTS CAN CHANGE A CAT ♪

♪ FROM BUM INTO ARISTOCRAT

♪ NO HOUSE IN TOWN THAT I CAN'T WALTZ INTO ♪

♪ I MIGHT DROP BY THE PALACE FOR A CHAT ♪

♪ TO SHOW THE KING WHERE CLASS IS AT ♪

( meows )