In the story proper, a narrator introduces King Stefan and his unnamed wife, who finally have a child after years of longing for one. Well-wishers from all over Stefan’s peaceful kingdom arrive to deliver gifts and celebrate the birth. Stefan, a tall, thin, black-bearded king, invites King Hubert, a short, round, gray-bearded king from the adjacent kingdom, to the celebration. The two kings have planned a happy merger of their lands. As part of the festivities, Hubert’s young son, Prince Phillip, is betrothed to the infant princess, Aurora.
Three pleasant, grandmotherly fairies from the forest arrive to bestow gifts on the baby. Flora delivers the gift of beauty, and Fauna gives Aurora the gift of song. But before feisty little Merryweather can present her gift, the evil Maleficent appears in a rush of portentous wind. In bitter response for not being invited to the celebration, the tall, horned, black-clad witch curses Aurora. She declares that the princess will prick her finger on the spindle of a spinning wheel on her sixteenth birthday and die. She then disappears in a swirl of foul purple clouds. Merryweather can’t revoke the curse, but she changes the effect of the prick to a deep sleep instead of death, out of which the princess can be awakened by the kiss of true love.
Saddened, he also allows the three fairies to take Aurora away from the kingdom in order to protect her. To hide her, they will raise her without their magic, as mortal peasants. They rename her Briar Rose.
Sixteen years pass mournfully in the kingdom. The day of Rose’s momentous sixteenth birthday arrives. Maleficent has not yet found Aurora because, as she realizes only today, her henchmen have been searching only cradles for sixteen years. At the modest forest cottage of the three fairies, Rose’s “aunts” are trying to prepare a birthday celebration. They’ve sent Briar Rose out to the forest to collect berries.
As Rose wanders barefoot through the springtime wood, she radiates in the glory of Flora’s and Fauna’s gifts of beauty and song. She hums operatically and her congenial friends, the happy animals of the forest, come out to play. Her sirenlike voice also mesmerizes a distant horse rider, who convinces his tired white steed, Samson, to search for its source. Rose stops singing to tell the animals about a vivid dream she had in which she fell in love with a prince. The passing rider has meanwhile fallen in a stream because of his horse’s urgency
Playing along good-naturedly, Rose dances with her forest friends, sweetly singing the Sleeping Beauty classic “Once Upon a Dream.” Midway through the dance, the mysterious rider finds his clothes and cuts in seamlessly, dancing and singing with a shocked Rose. Confused and surely feeling the sparks of love at first sight, Rose, having been told not to speak to strangers, tries to flee. The nameless rider asks for her name. Flustered, she doesn’t reveal it, yet manages to yelp out an invitation to come to her cottage that night.
Back at the cottage, the bumbling and nitpicky fairies can’t bake a legitimate cake or sew a proper dress, which Rose will need to assume her rightful title as Princess Aurora. So, at Merryweather’s urging, the fairies agree to make one exception to their no-magic rule and use their magic wands. A familiar Disney scene ensues, where dancing mops joyously sweep the cottage and anthropomorphic cake ingredients read their own recipe and waltz into the mixing bowl. Flora and Merryweather argue over the color of Rose’s dress. Each wants it to be the color of her own dress: Merryweather’s is blue and Flora’s is pink. Riled, they start zapping with their wands everything in the cottage, turning it blue or pink. As a result, colorful magic dust spurts up the chimney. Maleficent’s raven spots the dust and flies down to surreptitiously witness the scene of Rose’s return. He watches Rose return a new woman, gaily dancing and singing, clearly in love. The fairies are forced to tell her the truth of her life, that she’s a princess who is already betrothed to Prince Phillip. The news devastates Rose, who flees in tears to her room.
King Stefan and King Hubert together await sunset, the time of Aurora’s prophesied return. Standing by a sumptuous feast, the anxious men argue briefly, then drink to friendship. Prince Phillip returns to the castle, devilishly tricking Hubert into agreeing to his marriage to the peasant girl instead of Aurora. Phillip rides off before Hubert realizes what has happened, heading back to Rose’s cottage. But Rose, teary-eyed, has been secretly brought to Stefan’s castle. Placing a gold crown upon her head, the fairies leave Aurora alone for a few moments to contemplate her future. Immediately, a glowing green ball puts Aurora in a trance and leads her through dark passages within the castle, up a staircase and into a tower, where it turns into the augured spinning wheel. Realizing their error too late, the panicked fairies follow and are able to make Aurora hesitate before touching the wheel, but Maleficent’s powers are too strong. The princess touches the spindle and collapses.
The sun begins to set, and the celebration nears. But Hubert has yet to tell Stefan about Phillip’s intentions, and Aurora lies comatose in an upper chamber. Unsure of how to proceed, the fairies decide to put everyone in the kingdom to sleep as well. As Flora sprinkles fairy dust over those around the throne, Hubert reveals that Phillip met his peasant girl “once upon a dream.” What luck—Phillip and Aurora are already in love but they just don’t know it. Phillip can break Maleficent’s curse with a kiss, so the fairies regroup and fly back to the cottage. However, Maleficent and her henchmen have already captured Phillip. Expecting a peasant boy, Maleficent is overjoyed at her luck and steals the prince away.
Finding only Phillip’s hat at their cottage, the fairies sneak into Maleficent’s castle. Maleficent taunts Phillip, revealing the identity of his true love but refusing to release him to her for one hundred years. The fairies sneak in when Maleficent finally goes to bed, zap open the chains that bind Phillip, and arm him with a Shield of Virtue and Sword of Truth. An army of one, with three helpers, Phillip must navigate a brutal path to return to his true love. First, Maleficent’s castle crumbles and goes up in flames around him. Then she makes a forest of thorns grow in front of Stefan’s castle. Finally, she turns herself into a dragon to stop him. But Phillip brandishes the Sword of Truth and slays her with one thrust. Phillip awakes Aurora with a kiss, and the castle band launches into “Once Upon a Dream.” As the couple dance into the clouds, Flora and Merryweather resume arguing over Aurora’s dress, which changes from pink to blue over and over again, until the storybook closes. The End.