After many childless years, King Stefan and his Queen welcome the arrival of their daughter, Aurora. The newborn Princess is named after the Roman Goddess of the dawn because of how she fills the lives of the King and Queen with sunshine. While still an infant, she is betrothed to the also-young Prince Phillip, son of King Hubert, uniting their respective kingdoms. At her christening, three good fairies - Flora, Fauna, and Merryweather - arrive to bless the child with gifts. Flora gives the princess the gift of beauty, while Fauna gives her the gift of song.

Before Merryweather is able to give her blessing, a wicked witch named Maleficent appears, expressing disappointment of not being invited to the ceremony. As revenge for the insult she curses the princess: before the sun sets on her sixteenth birthday, Aurora will prick her finger on the spindle of a spinning wheel and die.

As Maleficent disappears, the distraught King Stefan requests that Merryweather break the curse. Even though Merryweather is unable to undo Maleficent's curse, she is able to weaken it. If Aurora was to touch a spindle, she wouldn't die, but rather fall into a deep slumber that she could only be awoken from by a true love's kiss.

Though King Stefan orders all spinning wheels in the kingdom burned, the three fairies know Maleficent's spell cannot be stopped that easily and devise a plan to protect her. With the King and Queen's consent, they disguise themselves as mortals and sneak Aurora away with them to a woodland cottage.

Sixteen years later, Aurora - renamed Briar Rose - has grown into a gorgeous young woman with the blessings that Flora and Fauna bestowed to her. Sweet and gentle, she dreams of falling in love one day. As Rose gathers berries, while singing, she attracts the attention of Prince Phillip as he is out riding his horse Samson in the woods. When they meet, they instantly fall in love; Phillip believing her to be a peasant girl, and she thinking him a woodsman. Realizing that she has to return home, Rose flees from Phillip without ever learning his name.

Later that day, the fairies reveal the truth to Rose and despite her heartbreak they take her to her parents. Meanwhile, Phillip tells his father about the "peasant girl" he met, adding that he wishes to marry her in spite of his betrothal to Princess Aurora. King Hubert tries to convince Phillip to marry the princess, but fails.

In the palace, Maleficent uses her magic to lure Aurora to a strange room, where an enchanted spinning wheel awaits her. Spellbound, Aurora touches the spindle, pricking her finger and fulfilling the altered curse. The good fairies place Aurora on a bed and place a powerful charm on all the people in the kingdom, causing them to fall in a deep sleep until the spell is broken.

Before falling asleep, King Hubert tells Stefan of his son being in love with a peasant girl, which the fairies overhear and realize that Prince Phillip is the man Aurora has fallen in love with. They set off on a search to find, and convince him to kiss the princess and break the curse. However, the Prince has already been kidnapped by Maleficent and taken to the dungeons on the forbidden mountain, to prevent him from breaking her spell.

The fairies discover the Prince's whereabouts, sneak into the forbidden mountain, and free the prince. Armed with a magical Sword and Shield, Phillip and the fairies escape from the forbidden mountain. Maleficent places a massive forest of thorns around the kingdom to keep Phillip out. But as Phillip is undeterred, Maleficent calls on the powers of Hell to transform herself into a Dragon. After a long fight, Phillip defeats the dragon, kisses Aurora and restores the kingdom.