A boy and his dog hear a variety of sounds, including popcorn popping, flutes tooting, hands clapping, and fingers snapping.

Once upon a time in the far away kingdom of Dor lived a brave and virtuous mouse with comically oversized ears who dreamt of becoming a knight. Banished from his home for having such lofty ambitions, Despereaux sets off on an amazing adventure with his good-hearted rat friend Roscuro. The two go on a very noble quest to rescue an endangered princess and save an entire kingdom from darkness.