Once upon a time there was a king and queen who longed for a child. Finally they have a daughter and they name her Aurora. They hold a spectacular celebration and invite all the people of the kingdom. Everyone brings gifts for the new princess and her fathers (King Stephan) friend King Hubert and his son Phillip also attend. At this time the two kings decide that that there children should be betrothed. The three good fairies (Fauna, Flora and Merryweather) of the kindom also attend, they are there to bestow on the princess one gift each.

Flora gives Aurora the gift of beauty and Fauna gives the gift of song. Before Merryweather can give her gift to the young princess, the evil fairy Maleficent appears and is very angry that she was not invited to the celebration. To even the score for the insult the King has given her she curses Aurora and casts a spell that on the girls 16th birthday she prick her finger on the spindle of a spinning wheel and die.
 
In shock and horror everyone does not know what to do, it is then that Merriweather says she cannot break the evil fairies spell, but with her gift still ungiven she can change it. Her gift is that when Aurora pricks her finger she will not die but will go into a deep sleep instead and so that when she awakes she will not be alone the entire castle and it's inhabitants will sleep with her. The kiss from the one that promises true love will be all that can awake her.

When the King orders Maleficent arrested she vanishs. To further protect his daughters saftey the King orders that all the spinning wheels in the kindon be burned. It is also suggested and come to pass that the three fairies take Aurora far away and raise her until she passes her 16th birthday when she can then be returned to her mother and father.

The three fairies change her name to Briar Rose and for nearly 16 years all goes well. Maleficent has searched all these 16 years but has not been able to find the princess Aurora. Fauna, Flora and Merry weather, a funny little group, are planning a huge celebration for the princesses birthday. Briar Rose, Aurora is sent to gather berries so they can secretly plan her party. Fauna is in charge of making the cake and and Flora and Merryweather are attempting to make a gown for the princess.

Although she loves her aunts, fairy guardians, Briar Rose longs to go to the castle. She begins to sing to the woodland creatures and as her voice echoes through the woods it is heard by a young man passing by who is enchanted by the beauty of this sound and tries to find out where the voice is coming from.

While trying to find the voice the young man falls into the river and has to remove his fine clothes to dry them. The animals of the forest steal his clothes and run back to Briar Rose. Briar Rose laughs at the sight and begins to sing again, the young man finds her and the little thief animals and begins to dance with her, it is love at first sight. When the young man asks her her name Briar Rose not knowing what to say runs away.

As she is running she turns back and tells the young man to meet her that evening at the cottage. Back at the cottage, she finds a mess, the fairies are not doing to well with thier birthday projects. The fairies have not used magic in all these years but now get out their magic wands and use them to finish the cake and dress and clean up the mess.

There seems to be some trouble between the fairies on what color the dress should be and they keep zapping it different colors while they are arguing over it. Unfortunately while this is going on, the fairy dust from their wands goes up the chimney and is spotted by Maleficent's raven who has been searching for Princess Aurora.

The fairies finish the dress and decide on blue. Briar Rose continues to hum the song "Once Upon a Dream" and dances around and the fairies notice her and realize she is in love. They decide they need to tell her the truth that she is the Princess Aurora and is betrothed to Prince Phillip. Aurora starts to cry and runs to her room. Maleficent's raven who has been outside during all this, listening, and leaves to fly back and report to Maleficent.

The kingdom is awaiting Aurora's return and the two king's, King Stefan and King Hubert are toasting each other for the impeding marriage of Aurora and Phillip. As they are talking about the future and drinking wine in walks Prince Phillip and we see that he is in fact the stranger that Briar Rose had met in the forest. His father tells him about his upcoming marriage and Phillip announces that he has already met the girl he will marry, a peasant girl.

Meanwhile, the princess is being brought to the castle in secret while the prince is going to meet her, Brair Rose at the cottage. Aurora is given her golden crown and is left alone in a room to await morning when her birthday will be over and she will be safe. The fairies have left her because she was crying at the idea of never seeing her stranger again and they feel she needs to be alone. While in the room a glowing ball appears before Aurora and she is mesmerized and follows the ball.

Suddenly the fairies hear Maleficent's laughter and realize that Aurora is in danger. They search the castle looking for her, but by the time they find her in the highest tower in the castle she is already about to touch the spinning wheel. They shout at her but it is two late Maleficent pulls away her cloak and vanishes, and Aurora falls to the floor in a deep sleep.

The fairies put her in bed to sleep while the entire castle is being put to sleep by the faires all except Prince Phillip who had left the castle earlier. Flora is in the throne room when she hears a sleepy King Hubert trying to tell King Stephan about Phillip meeting a girl and refusing to marry Aurora. She is able to get only the information that he met her "once upon a dream" out of Hubert before he goes into a deep sleep. Flora realizes that Phillip had met Aurora and he could be the one to break the spell. The fairies hurry back to the cottage where Phillip was to meet Briar Rose.

Meanwhile at the cottage Phillip knocks on the door and a female voice tells him to enter. Upon entering the cottage he is attacked and captured by the evil fairy Maleficent. He drops his hat while he and his horse are carried away. When the fairies arrive they see the hat and know that Phillip has been taken to Maleficent's castle. The fairies go to Maleficent's castle and sneak in. Maleficent and her goons are celebrating and Maleficent is delighting in tormenting Phillip. Phillip realizes now that the peasant girl he met was in fact Aurora the princess he was to marry. The fairies wait for Maleficent to leave the room and burst in and break Phillips chains. They then arm Phillip with the Shield of Virtue and the Sword of Truth and help him break out of his cell.

Malefiecent's men cannot stop him as the magic is to strong and he escapes. Merryweather turns Maleficent's raven to stone but not before he manages to alert Maleficent. When Maleficent discovers what has happened she uses her magic to surround the castle where Aurora sleeps with thorns to stop Phillip from reaching her, but, the Sword of Truth is able to cut through them.

Maleficent turns herself into a dragon and attacks Phillip. Phillip's horse gets scared and bolts. Phillip throws the sword of truth at the dragon and the fairies help in aiming it at the dragon's heart. It hits on target and Maleficent dies and her magic forest dissolves.

Phillip makes his way to the castle and the sleeping princess, Aurora, kneels next to the bed and gently kisses her. Her eyes open and she and begins to wake up. The fairies take the two of them to the throne room where everybody is beginning to wake up. The music of "Once Upon a Dream begins to play and Phillip and Aurora begin to dance and all live "Happily Ever After."