King Stephen and his wife have been blessed with the birth of a daughter, Princess Aurora. Many travel to pay their respects to the birth of the Princess. Also attending the event, are King Hubert, and his son, Prince Phillip, who have journeyed from a neighboring kingdom. Through an agreement between the two rulers, Phillip is betrothed to Aurora, and their marriage will unite the two kingdoms when they come of age.
Also in attendance, are the Three Good Fairies, Flora, Fauna, and Merryweather. Each has come to bestow a gift on the Princess. Flora gives the gift of beauty, Fauna the gift of song. However, before Merryweather can bestow her gift, a gale wind blows through the great hall, signifying the arrival of Maleficent, a sorceress from The Forbidden Mountain. Upset over not having been invited, Maleficent casts a spell, promising that once Aurora turns 16, she'll prick her finger on the spindle of a spinning wheel, and die. Stephen orders Maleficent captured, but she disappears with a laugh and a plume of smoke.
Flora and Fauna persuade Merryweather to use her 'gift' to possibly stave off Maleficent's spell. Through her 'gift,' Aurora will not die, but only lay in sleep, until kissed by her true love. Even so, King Stephen still is fearful, and orders every spinning wheel in the kingdom to be burned.
The three fairies ponder what to do to prevent Maleficent's curse from taking effect. They then decide to hide their magic and change their appearances, appearing as peasant women. The three then persuade the King and Queen that they will hide their daughter until she turns 16, and take her to an abandoned woodcutter's cottage.
The years pass by, and as Aurora's 16th birthday approaches, the people of the Kingdom rejoice, as atop the Forbidden Mountain, the atmosphere has stayed in a constant clouded thunder, a sign of Maleficent's mood, and that her own quest to find the hidden Princess has not been fulfilled. Maleficent's mood is also foul in that her minions have only been searching for a baby for the last 16 years, not realizing that Aurora would grow up. After punishing her minions, Maleficent sends her crow Diablo to find the Princess.
After 16 years, the Princess has grown into a lovely young woman, whom the three fairies have named Briar Rose. On the eve of her 16th birthday, the three fairies (who've convinced the Princess that they are her 'aunts') send her out to pick berries, while they prepare a birthday cake for her. The Princess walks through the forest, confiding in some forest animals that follow her, that she dreams of one day meeting a handsome prince. Close by, some of the animals find a red cape, a hat, and some boots, and after taking their places, create a make-shift 'dream prince' for the young woman to dance with.
However, it just so happens that these items belong to Prince Phillip, who has been riding through the forest on his horse, Samson. Phillip finds the Princess, and the two share a dance, though neither knows that they are their betrothed. The Princess is enchanted by the young man, but remembering how the fairies told her not to talk to strangers, runs away. However, she does tell the Prince where she lives.
Aurora returns to the cottage to find a dress and a cake made for her by the three faeries. Excitedly, she explains how she met someone in the forest, whom she is in love with. It is then that the three faeries reveal who they really are, and that she is betrothed to Prince Phillip. When they explain that she must not meet this 'stranger' again, Aurora runs to her room, distraught. During all this, none of them have noticed Maleficent's raven, Diablo, peeking in through a window, before flying off to tell Maleficent.
Back at King Stephen's Castle, King Hubert is also in attendance, as the entire court is preparing for Aurora to return. Stephen speaks grandly of the future for their children, as Phillip arrives. Phillip grandly tells his father about the 'peasant girl' he met in the woods, and hopes to marry. Hubert is upset at these turn of events, and tries to persuade his son to remember his betrothal, but Phillip rides back to the forest and to the cottage.
In the meantime, the 3 faeries have brought Aurora into the castle through a secret entrance, to prepare her to meet her family. However, she is still upset about never seeing the young man in the woods again. The 3 faeries give her some time to herself, but in their absence, Maleficent opens a secret passage in the castle room, and Aurora, under a trance, follows a floating green orb through the passageway.
When the three faeries enter the room, they find Aurora following the green light, and give chase. However, before they can catch her, Aurora has pricked her finger on an enchanted spinning wheel, and now lays crumpled on the floor, with Maleficent cackling wickedly over the faerie's failure to safeguard her.
Outside in the castle courtyard, the kingdom prepares to welcome the Princess home. However, in a tower room, the 3 faeries have placed Aurora on a bed, distraught over what has happened. It is then that Flora decides to put the entire Kingdom to sleep, until Aurora is awakened. As they finish putting King Stephen and King Hubert asleep, Flora hears Hubert talk about the Prince meeting a 'peasant girl.' Deducing that it was Phillip that Aurora had met in the forest, they remember her saying how the person she met would be coming to the woodcutter's cottage. Hoping to get to him and awaken Aurora, they set off through the forest, only to find the cottage door wide open, and Phillip's hat on the floor. The three deduce that Maleficent must have captured him, and taken him to her castle on the Forbidden Mountain.
The three sneak into the castle, where they find Maleficent's goons celebrating, while she pays a visit to Prince Phillip, stuck in a dungeon. Maleficent taunts Phillip with images of Aurora sleeping, and of one day, sending him off to wake the Princess, once he and his horse Samson have aged considerably, laughing at the very idea.
Once she leaves, the three faeries free Phillip, and arm him with the 'Shield of Virtue,' and the 'Sword of Truth.' With his new weapons, and the faeries' help, Phillip finds Samson, and they ride off toward King Stephen's castle.
Maleficent tries to strike down Phillip with lightning bolts, but the 'Shield of Virtue' deflects them. Before he can reach the castle, her magic creates a forest of thorns that surrounds the structure. Phillip triumphs and cuts his way through with the 'Sword of Truth.' Outraged at his determination, Maleficent appears before Phillip, transforming herself into a dragon. The Prince appears to be no match for the enormous beast, until the three faeries guide the 'Sword of Truth' into Maleficent's heart, felling her once and for all.
With evil vanquished, Phillip is led to Aurora's bedside, and his kiss awakens her and the entire kingdom. As King Hubert and King Stephen awaken, the sound of trumpets heralds the arrival of Phillip and Aurora, and it is soon made clear to Hubert that it was actually Aurora that Phillip met in the woods. The two then share a dance as their parents and the three faeries watch.