Despereaux was born too big for his little world, tiny and graced with oversized ears, he refuses to live his life cowering. He befriends a Princess named Pea and learns to read books, he revels in stories of knights, dragons and fair maidens. Banished from Mouseworld for being more man than mouse, Despereaux is rescued by another outcast, Roscuro, who also wants to hear the tales. When the Princess dismisses Roscuro's friendship, he becomes the ultimate rat and plots revenge with fellow outsider...