The tale of three unlikely heroes - a misfit mouse who prefers reading books to eating them, an unhappy rat who schemes to leave the darkness of the dungeon, and a bumbling servant girl with cauliflower ears - whose fates are intertwined with that of the castle's princess.

Narrator: Once upon a time, there was a brave, little mouse who loved honor and justice and always told the truth.
[Camera zooms in and we see a rat named Roscuro]
Narrator: No, that's not him. That's a rat. And anyone who knows anything, knows there is a big difference between a mouse and a rat. First of all, rats hate the light.
[Roscuro climbs on a barrel and looks at the sun]
Narrator: They spend their lives in the darkness. Also terrify the people which is why they're slinking and cover all the time.
[Roscuro goes to near of a sailor]
Narrator: And as far as telling the truth as concerned, well, that is impossible, because as everyone knows a rat can't talk.
[Roscuro starts to talk]
Roscuro: Tell me that thing again, please.
Pietro: Come on!
Roscuro: Tell me one more time and I won't ask you ever again, I swear.
Pietro: Fine. We are headed to Dor, one of the most magical places in the whole world.
Roscuro: No, that's not what you said before. You know, every place has something special and in Dor, it's "the soup".
Narrator: [voiceover] I could say they lived happily ever after, but what's the fun in that?
Narrator: If you know anything about fairy tales, then you know that a hero doesn't appear until the world really needs one.
Princess Pea: What are you, a mouse?
Despereaux: No... I'm a gentleman.
Narrator: So sometimes it doesn't take much for your dreams to come true, you just have to be able to see it that way.
Narrator: The story said she was a prisoner but that wasn't totally true because she had hope and whenever you have hope, you're never really anybody's prisoner.
Narrator: Of course, destiny is a funny thing. We go out to meet it and we don't always know that we are.
Narrator: In fact, you can have a good heart and not even know it.
Andre: You ruined my soup!
Boldo: I saved your soup! Those people wait all year and you want to give them this dishwater!
Andre: Dishwater?
Boldo: Dishwater.
Andre: Dishwater!
Boldo: Ow! Cut it out!
Roscuro: Tell me that story... about the princess. Tell me what she looked like.
Despereaux: Well, she was...
Roscuro: Was she angry?
Despereaux: No. No, not at all. Her heart was full of... longing.
Roscuro: What's longing?
Teacher: [to Despereaux] Oh, Despereaux... There are so many wonderful things to be afraid of when you just learn to know how scary they are.
Botticelli: A rat is a rat... It doesn't really matter where you come from.
Andre: Boldo, look, it's...
[he turns as he realizes Boldo left]
Andre: Boldo, where are you?
Andre: You're a cute little mouse. Would you like some soup?
Despereaux: No I don't want... The princess is in danger!
Andre: And a talking mouse, too.
Despereaux: Listen, you gotta help me.
Andre: Perhaps a little cheese?
Despereaux: No I don't any Cheese! The princess, she's in danger! She's locked in the dungeon!
Boldo: In the dungeon?
Andre: Oh, don't be silly my little mouse. Everything is fine. The princess is perfectly safe up in her...
Queen: It moved. My soup moved.
Andre: No, it isn't. It did not move.
Princess Pea: Do you think there's a bit of light somewhere in the world? I think there is you just need to know where to find it.
Narrator: Ok, remember when we said that grief was the strongest thing a person could feel? Well, it isn't. It's forgiveness because a single act of forgiveness can change everything.
Teacher: [going over the violations Despereaux committed at school] February 1, didn't cower. February 2, didn't cower. Didn't cower. Didn't cower. Won't scurry. Ah! Here's one.
[He pulls out a note book with a child's drawing of a cat]
Teacher: He drew cats on his notebooks.
Lester: [flinching away from the drawing] No cats!
Antoinette: [dismayed] I can't imagine.
Teacher: I'm afraid so...
[stiffly]
Teacher: He named it "Fluffy!"
Antoinette, Lester: [they both moan in dismay]
Princess Pea: [Pea hears a noise and turns to see Mig on her hands and knees with piece of rope] Mig? What are you doing?
Miggery Sow: Cleaning, ma'am.
Princess Pea: [suspiciously] With rope?
Miggery Sow: It works fine, ma'am.
Princess Pea: Well do stop playing around, you look ridiculous.
[Mig's calm demeanor breaks as intense music plays in the background]
Miggery Sow: [very suspicious] Sorry, ma'am?
Princess Pea: I said...
[voice echoing]
Princess Pea: You look RIDICULOUS!
Miggery Sow: [Mig scowls in resentment as she hears these hurtful words echo through her head]
Miggery Sow: Ding Ding.
Gregory: Slop.
[Miggery stops. Pause]
Gregory: No, don't stop! I said slop!
Narrator: When your heart breaks it can grow back crooked. It grows back twisted and gnarled and hard.
Miggery Sow: [calling through a hole in the floor of her cell; unaware that Gregory hears her cries] Help! HEEEEELLLLLLPPPPP! Can anyone hear me? HEELL-LLLL-LLLPPPP! I'm in here!
[her voice begins to break]
Miggery Sow: I'm in here!
[Mig cries as Gregory enters her cell; in the light he sees her birthmark and recognizes her as his daughter. Gregory lets out a gasp and drops his keys in his astonishment. Mig turns around and sees him]
Miggery Sow: [gasps] Gor! What took you so long? I've been screaming in here for over TWO hours!
Gregory: [trying to find his voice; overcome with emotion] My-My little princess!