A handsome but conceited Prince resides in a majestic Castle with a host of servants attending to his every need. One night an old Beggar Woman knocks at the door seeking shelter, but the Prince treats her poorly. The woman turns out to be a beautiful Enchantress and, when seeing the Prince has no love in his heart, turns the Prince into a Beast. The Prince's staff are all transformed into objects too. The Prince is given a magical mirror to view the outside world and an enchanted Rose to constantly remind him of the spell. To break the spell, he needs to learn to love a person for who they are, and get her to love him too before the Rose’s last petal falls. But who could ever learn to love a beast?

Meanwhile in a nearby village, a beautiful young bookworm named Belle feels lonely and out of place. Belle is a girl who is dissatisfied with life in the small provincial French town, and is constantly trying to fend off the misplaced "affections" of conceited Gaston, a jilted, self-centred and overly-masculine suitor from Belle's village. Belle lives with her eccentric but kind father, Maurice.

Soon, Maurice goes off to compete at an inventors' fair but gets lost in the woods and ends up a prisoner at the Beast's Castle. Belle eventually finds the Castle and makes a deal with the Beast to let her father go in return for her staying there with the Beast forever. In the beginning Belle views him as nothing more than a monster, he views her as difficult and stubborn. But the two soon taste the bitter-sweetness of finding you can change and learning you were wrong.

As the Beast's inner kindness slowly reveals itself, Belle’s affections for him grow and she ends up falling in love with him. However, Gaston takes a posse to 'save' her from the Beast. Gaston ends up stabbing the Beast. Luckily, when Belle rushes to the Beast and expresses her love for him, he comes back to life again as the handsome Prince.