Once upon a time...
there was a king and queen who longed for a child. Finally they had a daughter and named her Aurora. To celebrate the birth, all of the people in the kingdom went to the royal castle, bearing gifts for the princess. Also attending was King Stefan's good friend, King Hubert and his son Phillip. The two kings had longed wished to unite their kingdoms and they announced the betrothal of Princess Aurora to Prince Phillip. Also attending were the three good fairies, Flora, Fauna and Merryweather. Each came to give the princess one gift. Flora gave her the gift of beauty. Fauna gave the gift of song. But before Merryweather could bestow her gift, a great flame burst as the evil Maleficent appeared.
Maleficent was angry that she had not been invited to the celebration. An outburst by Merryweather provokes her into cursing Aurora. On her sixteenth birthday, the princess would prick her finger on the spindle of a spinning wheel and die. King Stefan ordered his guards to seize Maleficent but she vanished. But Merryweather still had her gift to give. She didn't have the power to remove the curse, but changed it to sleep instead of death. King Stefan was still afraid for his daughter and ordered every spinning wheel in the kingdom to be burned. But fearing Maleficent's magic, the three fairies proposed to take the baby princess and raise her as a peasant deep in the woods. Sadly, the King and Queen agreed and the fairies took Aurora and departed in the night.
Sixteen years passed. The fairies carefully raised the princess in secret, changing her name to Briar Rose to hide her from Maleficent. The rest of the kingdom quietly awaited for Aurora's sixteenth birthday to pass when she would be returned to her parents. Maleficent had also been waiting duringthe years, for her servants had not found the princess. She asked them one last time if they had indeed searched the entire kingdom. They replied affirmatively, and added that they had searched all the cradles. Maleficent realized that her idiot henchmen had been searching for a baby the entire time. After severely punishing them, she commanded her raven to search for the princess.
Meanwhile the fairies were preparing a surprise party for Briar Rose's sixteenth birthday. They sent her out to gather berries while Fauna would try to make a fancy cake, and Flora and Merryweather would make a gown fit for a princess. Briar Rose, meanwhile, was tired of living only with her "aunts" and dreamed of living in the castle she could see from the woods. She sang and the woodland creatures came out to listen to her beautiful voice. Her voice was also heard by a passing rider dressed in fine clothes. He immediately convinced his horse to find the voice but he fell into the river.
Briar Rose had stopped singing and told her forest friends about her dream of falling in love with a prince. Then some of the animals noticed something and snuck off. The rider had removed his cape, hat and boots to dry and these were promptly stolen by the animals and they raced back to Briar Rose. As they approached her, they arranged themselves to form a man, sort of. An owl dressed up in the cape with the sleeves held up by a pair of birds. A pair of rabbits hopped around in the boots while a squirrel sat on the owl's head wearing the hat.
Briar Rose laughed when she saw them. She stood and bowed to the "prince". Then she started dancing with the "prince", singing the song "Once Upon A Dream". But the clothes' owner had found the dancing pair and cut in for the animals. Astonished, Briar Rose almost ran away but the sight of her first stranger stopped her. The stranger began dancing with her and the two fell in love as the song continued. When they stopped dancing, the stranger asks her name. Suddenly afraid, Briar Rose runsaway, but at his plea, she tells him to meet her that evening at the cottage. She runs back to the cottage, not knowing his name either.
Back at the cottage, the fairies have made a mess of both cake and dress. Exasperated, Merryweather retrieves their magic wands that they have put away for sixteen years. Fauna finishes the cake, Flora fixes the dress and Merryweather cleans up. Flora and Merryweather begin arguing over the color of the dress, pink or blue. They start changing the dress color with their magic and soon get in a fight, changing everything in sight to pink or blue. But their fairy dust goes up the chimney, alerting Maleficent's raven. He flies down to observe just as Briar Rose returns and the fairies finish up, the dress finally settling on blue.
Briar Rose is surprised by the fairies. But she has no thought but the handsome stranger she met. She hums "Once Upon a Dream" and dances around. The fairies sadly realize that she's in love. Briar Rose doesn't understand thir sadness, so they have to tell her the truth. She is the Princess Aurora and betrothed already to Prince Phillip. Aurora begins to cry and runs to her room. Maleficent's raven, having heard all of this, flies back to report to Maleficent. Meanwhile, King Stefan has prepared a lavish celebration for Aurora's return. He and King Hubert are toasting each other for the impeding marriage of Aurora and Phillip. King Hubert remarks that he has already built a new castle for the royal pair. King Stefan remarks that Aurora may need a little time to get to know Phillip before being married off immediately. Being a little drunk, Hubert takes this as an insult to Phillip. The two get into a little shouting match, Hubert grabs a fish as a sword and Stefan grabs the dish to defend himself. As the fish goes splat against the dish, the two kings calm down and laugh. Just then it is announced that Prince Phillip has returned to the castle.
Hubert goes out to greet his son. As Phillip rides in on his horse, we see that it is the same stranger that Briar Rose met in the woods. Phillip's clothes are still a mess and Hubert tells him to go clean up for his bride. Phillip replies that he has already met her. Astonished, Hubert says that they must tell Stefan about his meeting the Princess Aurora. Phillip replies that he wasn't talking about Aurora, only the girl he was going to marry, some peasant girl. Hubert gets mad and tries to order him to stay and wed the princess. Phillip manages to trick Hubert into agreeing to marry the girl he loves and rides away.
However, Princess Aurora has been escorted by the fairies to Stefan's castle in secret. They take Aurora to a bedroom where they will await sunset. They give Aurora one last gift, a royal gold crown. She breaks down in tears over her lost love and the fairies decide to let her have a few minutes alone. After they leave, the thunder around Maleficent's castle disappears. A glowing ball appears before Aurora. Mesmerized, Aurora gets up and blankly begins to follow the ball through a secret passage. The fairies then hear Maleficent's laughter and realize that Aurora is in danger. They search throughout the castle looking for Aurora. Maleficent has led her to the highest tower in the castle. There the ball stops and turns into a spinning wheel. Aurora's hand goes out to touch the spindle. The fairies shout in desperation for Aurora not to touch anything. But Maleficent's spell is too strong. The fairies burst into the tower room and see Maleficent who pulls away her cloak and vanishes, leaving Aurora collapsed on the floor.
Sunset has arrived and all the castle eagerly awaits the entrance of the Princess Aurora. But Hubert still has to tell Stefan about Phillip. Meanwhile the fairies have put Aurora on a bed in the tower, sleeping. Noting how disappointed Stefan and his queen will be, they resolve to put the entire castle to sleep. They begin covering the castle in fairy dust and everyone begins to sleep. Flora is in the throne room putting everyone there to sleep as she hears a sleepy Hubert try to tell Stefan about Phillip and the girl he met. Startled, Flora tries to get Hubert to tell her who Phillip met. He manages to say that Phillip only said he met her "once upon a dream". Flora realizes that Phillip had met Aurora and could break the spell. Gathering the fairies, they hurry back to the cottage where Aurora had asked the stranger she met to meet her.
Phillip arrives at the cottage and knocks on the door. Hearing a feminine voice reply, he opens the door and enters. It is pitch black and then Phillip is assaulted by several thugs. He struggles but gets tied up, losing his hat in the process. Then a candle is lit and Maleficent appears. She is also quite surprised at seeing Phillip, expecting a peasant. She takes him away and his horse as well. The fairies then arrive and see the hat. They know that Phillip has been taken to Maleficent's castle. The fairies go to Maleficent's castle and sneak in. They see Maleficent and her goons celebrating. Maleficent then goes to the dungeon to torment Phillip. She shows Phillip an image of Aurora asleep in Stefan's castle and Phillip finally realizes that she is the same peasant girl he met.
Maleficent then mocks him, promising to one day release him to gallantly ride to awaken his love with a kiss and shows him an image of him as an old and stooped man riding away on a downtrodden horse. Phillip tries to attack Maleficent at this but is securely chained. She then laughs and goes away to bed. The fairies, burst in the room after she leaves and break the chains. They then arm Phillip with the Shield of Virtue and the Sword of Truth and help him break out of his cell. The henchmen try to stop him but the fairies use their magic to help Phillip escape on his horse. Just before they leave, Merryweather turns Maleficent's raven to stone but not before he manages to alert Maleficent.
Enraged, Maleficent uses her magic to make a forest of thorns surround Stefan's castle. But the Sword of Truth is able to cut through them. Now really mad, Maleficent turns herself into a dragon and confronts Phillip. Phillip's horse gets scared and bolts. Phillip himself is driven back by Maleficent to a ledge. In desparation, he throws the sword at the dragon and the fairies help in aiming it at the dragon's heart. With a shriek Maleficent dies and her magic forest dissolves. The fairies lead Phillip through the sleeping castle to Aurora. There he kneels next to the bed and gently kisses Aurora. Her eyes slowly flutter and begins to wake up. She awakes in a start to see her true love. Happily the fairies take the two to the throne room where everyone has begun to wake up.
King Hubert is still trying to tell Stefan about Phillip when the trumpets blow and everyone sees Aurora and Phillip descend the stairs together. They come before King Stefan and his queen and bow (Aurora curtseies). Then Aurora rushes into her mother's arms. Hubert is trying to talk to Phillip but then a band starts playing (Once Upon a Dream). Phillip whisks Aurora to the center of the hall and they start dancing. Everyone watches the lovely couple including the fairies in a secluded balcony. As the movie closes, Flora and Merryweather have resumed arguing over the dress color. They keep changing it as Aurora and Phillip dance onward.
The End