castle, which belonged to a cruel Ogre, the
richest ever known, for all the lands the King had admired so much
belonged to him. Puss knocked at the door and asked to see the Ogre,
who received him quite civilly, for he had never seen a cat in boots
before, and the sight amused him.

So he and Puss were soon chatting away together.

The Ogre, who was very conceited, began to boast of what clever tricks
he could play, and Puss sat and listened, with a smile on his face.

"I once heard, great Ogre," he said at last, "that you possessed the
power of changing yourself into any kind of animal you chose--a lion
or an elephant, for instance."

"Well, so I can," replied the Ogre.

"Dear me! how much I should like to see you do it now," said Puss
sweetly.

The Ogre was only too pleased to find a chance of showing how very
clever he was, so he promised to transform himself into any animal
Puss might mention.

"Oh! I will leave the choice to you," said the cat politely.

Immediately there appeared where the Ogre had been seated, an enormous
lion, roaring, and lashing with its tail, and looking as though it
meant to gobble the cat up in a trice.

Puss was really very much frightened, and, jumping out of the window,
managed to scramble on to the roof, though he could scarcely hold on
to the tiles on account of his high-heeled boots.

There he sat, refusing to come down, until the Ogre changed himself
into his natural form, and laughingly called to him that he would not
hurt him.

Then Puss ventured back into the room, and began to compliment the
Ogre on his cleverness.

"Of course, it was all very wonderful," he said, "but it would be more
wonderful still if you, who are so great and fierce, could transform
yourself into some timid little creature, such as a mouse. That, I
suppose, would be quite impossible?"

"Not at all," said the vain Ogre; "one is quite as easy to me as the
other, as I will show you." And in a moment a little brown mouse was
frisking about all over the floor, whilst the Ogre had vanished.

"Now or never," said Puss, and with a spring he seized the mouse and
gobbled it up as fast as he could.

At the same moment all the gentlemen and ladies whom the wicked Ogre
had held in his castle under a spell, became disenchanted. They were
so grateful to their deliverer that they would have done anything
to please him, and readily agreed to enter into the service of the
Marquis of Carabas when Puss asked