The voice of an unseen Narrator begins: "Once upon a time" there lived a young Prince, who had everything his heart desired, but was spoiled and selfish. But then one night, an old Beggar Woman requested shelter in the Prince's castle in return for a single red rose. Repulsed by her haggard appearance, the Prince sneered at the gift, and turned the old woman away. The Beggar Woman warned the Prince "not to be deceived by appearances, for beauty is found within." Dismissing her again, the old woman's ugliness melted away to reveal a beautiful Enchantress. The Prince tried to apologize, but it was too late, for she had seen that there was no love in his heart. As punishment, she transformed him into a hideous Beast and placed a powerful spell on the castle and all who lived there. The Enchantress left him with only a magic mirror to see the outside world, and the rose she had offered, which was truly enchanted. The rose would bloom for many years, but if the Prince did not learn to love another, and earn another's love in return before the last rose petal fell, the spell would remain unbroken, and he would remain a Beast forever.

Not far off is a quaint French village full of ordinary people living provincial lives, except for two unique inhabitants: the beautiful, intelligent Belle and her father Maurice, an eccentric inventor. Belle's only interest in the town is the library, and the villagers watch her curiously while they comment on her individuality. One of the most popular citizens, Gaston, has decided to marry Belle because she's the prettiest, "and that makes her the best." After sending his goofy friend, Lefou, to prepare for the wedding, Gaston tries to get a moment with his future bride. Belle cleverly avoids him and heads home. She finds Maurice working on one of his inventions, and can't help but wonder if the townspeople are right: are Belle and Maurice "odd?" But the father assures his daughter that they are special, and they have each other. Then Maurice heads off to the fair wearing the scarf Belle gave him for good luck. As Maurice rides along in the forest the path grows darker. All of a sudden, he hears a howl. A pack of ferocious wolves appear, and Maurice has to run for safety, leaving his invention and scarf behind. He arrives at a creepy, old castle and pounds on the door.

Once inside the cavernous, seemingly empty castle, Maurice discovers to his amazement that the whole manor is populated with enchanted objects, who as the Prince's once human servants, have also been cruelly transformed by the beggar woman's spell. Lumiere, a candelabra, Cogsworth, a mantle clock, and Mrs. Potts, a maternal teapot try to make Maurice feel more comfortable, while at the same time attempting to hide him from their master - the Beast. Their attempts prove futile, as the Beast bursts into the room, roaring at Maurice for intruding and for wanting to "stare at the beast." Maurice tries desperately to apologize and explain himself, but the Beast mercilessly throws the old man into the dungeon.

Back outside Belle's cottage, Gaston has assembled his wedding party, and prepares to propose to his lucky bride. He paints Belle a vivid picture of what their married life could be, vainly highlighting his own significance in their masculine household. Citing that she "just doesn't deserve" him, Belle rejects his offer of marriage, and disappears into her house. Gaston leaves humiliated, but more determined than ever to have Belle for his wife. Just then, Lefou appears looking for Gaston, and is wearing the scarf that Belle gave to Maurice. Belle makes him confess that he found it in the woods and she races off to find out what has happened to her father.

Belle follows her father's trail to the castle, and quietly enters, searching for Maurice. As she explores the dark interior, Lumiere and Cogsworth worry that they are losing more and more of their humanity every day as the terrible spell continues. But, discovering Belle's presence, their hopes are once again ignited, as they feel she might be the one to help their master break the spell. Finally, Belle finds her father in a dungeon cell where he is coughing and deathly cold. Maurice tries to warn Belle about the Beast, and pleads with her to run, when suddenly the Beast appears. Belle begs the Beast to let her father go. When he does not relent, she offers to become the Beast's prisoner in exchange for her father's freedom. The Beast accepts her offer, and has Maurice escorted out before Belle can say goodbye. At Lumiere's suggestion, the Beast leads Belle to nicer quarters, strictly forbidding her from ever entering the West Wing of the castle. The Beast then demands that Belle join him for dinner, slamming the guest room door in the process. Alone again, Belle mourns the loss of her father and her freedom. There's a knock at the door and Mrs. Potts enters to serve tea. Astonished at the magical, talking teapot, Belle crashes into the enchanted wardrobe, Madame de la Grand Bouche, who also tries to cheer her up. Together, they try to convince Belle to go down to dinner, and give the Beast a chance, but Belle refuses.

Back in town, Gaston is depressed because of Belle's rejection. Lefou and some of the villagers try to rouse his spirits again by reminding him of how admired he is. The ploy works, and Gaston joins in the merriment, dancing and singing of his own merit. In the midst of this bar room revelry, Maurice enters, frantically begging for someone to help him rescue his beloved Belle from the monstrous Beast. As usual, no one takes "crazy old Maurice" seriously, and they promptly kick him out. But Maurice's rant gives Gaston a new idea. He will threaten to have Maurice committed to a lunatic asylum unless Belle agrees to marry him.
At the castle, the Beast anxiously awaits Belle at dinner, with his enchanted servants helping him be more presentable. But when it is announced the Belle will not come down, the Beast rages, storms up to her room, and begins to bully her into joining him. She remains defiant, and the Beast tells her she is forbidden to eat at all if it is not with him. Despairing, the Beast retreats to the West Wing, where with his magic mirror he hears Belle confess to Madame de la Grande Bouche that she does not "want to have anything to do with him." Meanwhile, Belle feels hungry and sneaks out of her room to the kitchen, where she finds Cogsworth and Mrs. Potts. Belle admits she is hungry, and despite the master's orders, Mrs. Potts insists on feeding the poor girl. Lumiere declares that with a proper dinner comes a little music, and leads the all the objects, despite Cogsworth's constant worries, through a spectacular feast and floor show. Belle is thrilled by this magical dinner party and the wondrous inhabitants of the castle, and proceeds to request a tour from her new friends. The objects take Belle through the castle, but she soon slips away from her guides and makes her way to the forbidden West Wing. Once in the Beast's room, she discovers the enchanted rose under a glass case. Just as she is about to touch it, the Beast emerges and bellows at her to stay away. She is so frightened that she breaks her promise and bolts from the castle. The Beast regrets his horrible temper, but it is too late. She is gone.

In the woods, fleeing from the castle, Belle is surrounded by a pack of ferocious wolves. They begin to attack when the Beast heroically appears and fights them off, but not without badly injuring himself. Faced with a chance to run, Belle decides instead to help her wounded rescuer, and leads the Beast back to the castle.

Once inside, Belle tends to the Beast's wounds, and the two of them realize that they have both been at fault in some way. The Beast decides he wants to give Belle a token of his affection, and remembering her love of books, presents her with his massive and neglected library. She is overjoyed, suggesting they read "King Arthur" together, but the Beast is forced to admit to her that he never learned to read. Feeling suddenly sympathetic toward him, Belle spends the entire day with him, reading the story aloud. The Beast is astonished that books can help him escape his loneliness. Warming to the Beast, Belle tells him she would like to make a fresh start, and invites the Beast to join her for dinner. The servants, having witnessed the invitation, raise their hopes that Belle will help their master break the spell, and dream of the possibility of returning to their former selves.

Meanwhile, Gaston and Lefou meet with Monsieur D'Arque, the slimy, calculating proprietor of the local lunatic asylum. Gaston explains his plan to blackmail Belle into marriage using the incarceration of Maurice as bait. Always the fan of the dastardly plot, Monsieur D'Arque agrees to help them, and they all celebrate the intended success of their brilliant scheme.

In the West Wing of the castle, Lumiere and Cogsworth prepare the Beast for dinner with Belle. Shyly, the Beast confesses his love for Belle, but admits he is too afraid to tell her. Finally, the Beast meets Belle, who is dressed in a beautiful golden gown, and they enjoy a romantic dinner together. The Beast tries to express his feelings for Belle, but keeps getting cold feet as he notices Belle is troubled. When asked, she admits she is worried about Maurice. The Beast stops trying to confess his love, and instead reveals to Belle his magic mirror so that she may see Maurice again. When she looks in the mirror, she sees Maurice, lost in the woods attempting to find her. The Beast tells her she must go to him and insists she take the mirror with her so that she can always look back. The enchanted objects are disappointed that their master let Belle go, but Mrs. Potts realizes that he has learned to love at last. However, they feel it is too late for the spell to be broken, as Belle must love him in return.

Belle finds her father and they return home, with Belle explaining the Beast's true intentions, and that things have changed. Out of nowhere, Monsieur D'Arque and a mob arrive to take Maurice away. Gaston offers to "clear up this little misunderstanding" if she will agree to marry him. Once again refusing his proposal, Belle grabs the mirror to prove to the mob that the Beast is real, and that her father is not crazy after all. Sensing Belle has acquired feelings for the Beast, Gaston whips in the townsfolk into a frenzy by convincing them the Beast is a threat that must be destroyed. As the mob marches to "kill the beast," Belle and Maurice hurry off to warn him.

When the mob reaches the castle, a battle begins as the enchanted objects cunningly fight back with their unique skills, driving off the invaders. But Gaston remains, and hunts the heartbroken Beast to kill him, baiting him with lies about Belle's feelings for the Beast. Without the heart to fight back, the Beast endures his merciless attacks, until he realizes that Belle has returned to him. The fight continues brutally until the Beast has Gaston firmly in his grasp. Gaston begs for his life, and the Beast's human side triumphs, and he sets the cowering bully free. The Beast runs to be reunited with Belle, but is stabbed in the back by Gaston. In a final gasp of fury, the Beast retaliates by knocking Gaston off the top of the castle to his death. The Beast collapses, dying from his wounds, and tells the weeping Belle that he is happy he got to see her one last time. When he falls silent, Belle thinks he is dead, and begins to sob, uttering, "I love you" just as the last petal of the rose falls. Suddenly, a strange light fills the stage, and the Beast magically transforms back into the handsome Prince. Belle doesn't recognize him at first, but soon looks into his eyes and knows her true love. They embrace as all of the servants are transformed back into their human forms, rejoicing that the spell has been broken.