A beautiful enchantress disguised as an old beggar woman arrives at a castle during a ball and offers the host, a cruel and selfish prince, a rose in return for shelter from a storm. When he refuses, she reveals her identity. To punish the prince for his lack of compassion, the enchantress transforms him into a beast and his servants into household objects, then erases the castle, the prince and his servants from the memories of their loved ones. She casts a spell on the rose and warns the prince that the curse will only be broken if he learns to love another, and earn their love in return, before the last petal falls.