Following the death of their miller father, his eldest son inherits the mill, the middle one a donkey, and the youngest a cat. While initially disappointed, the lad soon learns not only that the cat can talk but is quite resourceful.

Christopher Walken
as Puss

Jason Connery
as Corin

Carmela Marner
as Princess Vera

Yossi Graber
as King

Amnon Meskin
as Ogre

Elki Jacobs
as Lady Clara

Michael Schneider
as Walpole

Ya'ackov Ben-Sira
as Prime Minister

Roni Pinkovitch
as Footman

Simon Rozenfeld
as Footman