In a little town, a quiet provincial village where everyday is just another ordinary day, Belle enters. She describes the little town, wondering what more is beyond this. The Townsfolk; despite their admiration for Belle's beauty, sees her as odd and peculiar because of her favorite pastime - reading. Enter Gaston, a handsome, skillful and egotistical hunter who has fallen for Belle. He vows, to Belle's obvious disapproval, that he is going to marry her -- the most beautiful girl in town and the only one worthy of being his wife. So confident is Gaston that Belle will accept his proposal, he sends his flunky LeFou into the woods to capture a deer for the wedding feast. Meanwhile, Belle slips away and goes home to her father, Maurice, an eccentric inventor. Maurice is putting the final touches on an invention he is confident will make his fortune. Sensitive to the looks and comments she endures from the villagers, Belle asks him if he thinks she is odd. Her father assures her that she is not - after all, she is her mother's daughter and no matter what, he is on her side. Having finally succeeded in making his invention work, Maurice sets off for the fair hoping to win first prize, and with him he takes a scarf Belle gives him for good luck.
But soon, while lost in the woods, his invention breaks down and wolves begin to chase him. Lost and frightened, he stumbles upon a castle and pounds on the door. Inside, he discovers to his amazement that the castle is populated with once human Enchanted Objects who, as the Prince's servants, have also been cruelly affected by the beggar woman's spell. Lumiere, a candelabra, Cogsworth, a mantle clock, and Mrs. Potts, a teapot, proceed to make Maurice feel welcome and comfortable while at the same time attempting to keep his presence hidden from the castle's master, the Beast. The Beast is angered by Maurice's presence; then roars into the room and accuses Maurice of wanting to "stare at the Beast." Maurice apologizes, but to no avail. When he claims that all he wanted was a place to stay, the Beast tells him, "I'll give you a place to stay," and throws him into the dungeon.
Back in town, having made all the arrangements for his wedding to Belle, Gaston decides it's about time to propose to the lucky bride-to-be. He paints a vivid picture of life married to Belle, but she turns him down flat and Gaston leaves humiliated, now even more determined to have Belle for his wife. As Lefou shows up looking for Gaston, Belle notices that he is wearing her father's scarf and demands that Lefou tell her where he found it. Lefou confesses that he picked it up in the woods near the crossroads. When he refuses to take Belle there, she goes to look for her father herself.
Belle comes upon the Beast's castle and lets herself in. As she cautiously explores the dark interior looking for her father, Lumiere and Cogsworth worry how they are losing more and more of their humanity each day as the terrible spell continues to transform them into objects. But, when they discover Belle's presence, their hopes are ignited as they anticipate she might be the one to help their master break the spell. Belle finds Maurice locked up in a cell. He urges her to leave just as the Beast appears. Belle begs the Beast to let her father go, finally offering to become the Beast's prisoner in exchange for her elderly father's freedom. The Beast accepts her offer and makes her promise to stay there forever. He sends Maurice off before father and daughter can say good-bye. The Beast leads Belle to her new quarters in the castle and tells her that this is now her home. He says she can go anywhere in the castle she likes - except the West Wing and then demands that Belle join him for dinner. As Belle mourns the loss of her father and her freedom and wonders what it would be like to have this castle as her home, Mrs. Potts and Madame De La Grande Bouche, the wardrobe, try to cheer her up.
Meanwhile, at the tavern in town, Gaston is pouting about Belle's rejection. Lefou and some of the villagers remind him how admired he is. During the revelry, Maurice arrives frantic and begging for help to rescue Belle from the Beast. No one takes him seriously and Gaston has him thrown out. When one of the villagers mentions that "crazy old Maurice, he's always good for a laugh," Gaston hatches a new plot which he confides to Lefou.
Back at the castle, the Beast anxiously awaits Belle at dinner. But still angry and upset at her predicament, Belle stays in her room. Furious, the Beast confronts Belle and tries to force her into joining him, but she remains defiant. He tells her that she is forbidden to eat at all and storms off to the West Wing. In his quarters, using his magic mirror, the Beast looks in on Belle as she declares to Madame de la Grande Bouche that she wants nothing to do with him. Distraught by her refusal to see him as anything but a monster, the Beast reflects on his past mistakes, asking how long must this go on?
Feeling hungry, a courageous Belle finds her way to the kitchen where, despite the Beast's order, Mrs. Potts insists on feeding her. Lumiere declares that with a proper dinner comes a little music and leads the Objects in spectacular floor show for Belle's entertainment. Belle is now too excited to sleep so Cogsworth and Lumiere give her a tour of the castle. Belle slips away from her guides and makes her way to the West Wing where she discovers the enchanted rose. Just as she is about to touch it, the Beast, frightened at what might happen, bellows at her to stay away and accidentally tears of the sleeve of her dress. Belle runs out of the castle. The Beast, realizing what he has done, mourns her departure and his own shrinking humanity.
In the woods Belle is attacked by the ferocious wolves. Just as they surround her, the Beast arrives and drives them away - but not without being wounded himself. Belle brings him back to the castle and while tending to his wounds, Belle and the Beast begin to open up to each other. The Beast decides that he wants to give Belle something as a token of his affection. Lumiere proceeds to let Beast know of her love of books, the Beast leads her to his massive and neglected library where the two of them spend the day together. Belle suggests that they read King Arthur together when the Beast confesses that he cannot read. Feeling suddenly sympathetic toward him, Belle reads the book aloud to the Beast giving him a new appreciation for literature. The Beast expresses his delight for the boks can take him away and let him forget his condition. Belle tells him that they are both "outcasts" and they truly have something in common. Obviously starting to warm to the Beast, Belle tells him she would like to make a fresh tart and asks him if he would join her for dinner. The servants, having witnessed the invitation, raise their hopes that Belle will help their master finally break the spell and that soon, they will also be Human Again.
Meanwhile, Gaston has summoned Monsieur D'Arque, who runs the local insane asylum. Gaston explains that everyone knows Maurice is a lunatic who should be locked away, especially since his recent ravings about some Beast. Of course, if Belle consents to marry him, Maurice could be freed from the Maison des Lunes. Monsieur D'Arque gleefully agrees to help Gaston.
Back at the castle, the Beast realizes that he truly loves Belle, but is afraid to tell her. Lumiere and Cogsworth encourage him to take the chance. Mrs. Potts encourages further with a love song during their romantic dinner, and the couple dance to the music in the Ballroom, and later sit in the garden. The Beast muster his courage to ask Belle if she is happy living in the castle. Belle admits her newly found happiness, but expresses that she misses her father very much. The Beast, instead of declaring his love for Belle, he gives her the magic mirror. When Belle asks the mirror to show her Maurice, she discovers that he is alone in the woods and in danger. The Beast tells her she must go to him and insists she take the mirror with her so that she can always look back.
Belle finds her father and brings him home, only to find D'Arque waiting to take Maurice away. Gaston offers to "clear up this little misunderstanding" if she will agree to marry him. Belle refuses and uses the mirror to prove that her father is not crazy - she shows everyone that the Beast is real. Sensing a friendship between Belle and this "monster," Gaston whips the townsfolk into a frenzy by convincing them the Beast is a threat who must be destroyed and leads them on the attack. Belle and Maurice slip away and head towards the castle to help the Beast.
The Enchanted Objects drive away the invaders but Gaston finds the heartbroken Beast and attacks him. The Beast doesn't have the heart to fight back until he sees that Belle has returned to him. On the verge of killing Gaston, the Beast's human side triumphs - he sets the cowering bully free and climbs towards Belle. But, Gaston stabs him in the back only to be thrown to his own death afterwards.
The Beast, dying from his wounds, tells the weeping Belle that he is happy that he at least got to see her one last time. Belle tells him that she has found home beside him and that she loves him just as the last petal of the Rose falls. A strange light fills the stage and the Beast's body magically rises and spins in the air. As he twirls around, we witness his transformation into the handsome Prince. The spell has been broken! All of the servants are now human again and, as in all good fairy tales, the Prince and his Beauty live happily ever after.
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