The film begins by introducing several characters in quick succession, all singing about something they want. Cinderella (Anna Kendrick
) cleans her stepmother's house as she sings about her wish to go to the king's festival. Young Jack (Daniel Huttlestone
) wishes his cow would give milk. The Baker (James Corden
) and his Wife (Emily Blunt
) wish they could have a child. Cinderella's stepmother (Christine Baranski
) and stepsisters Florinda (Tammy Blanchard
) and Lucinda (Lucy Punch
) mock her for wanting to go to the festival. Jack's Mother (Tracey Ullman
) wishes her son had more sense and she had more money. Red Riding Hood (Lilla Crawford
) goes to the Baker's shop wishing for some bread and treats for her grandmother; though she has no money to pay for them, she eats many pastries while she skips around the bakery.
Cinderella's stepmother pours a bowl of tiny lentils into the fireplace and tells Cinderella she can go to the ball if she can pick up every last one. Cinderella calls on her bird friends to help her with the task and they fly down the chimney. Meanwhile, Jack's mother says that because her milk has gone dry they have to sell the cow (Tug
), who he calls Milky White and treats as a friend.
Little Red continues collecting food in the bakery, gathering more and more for herself. The Baker's Wife is sweet and loving towards her but the Baker calls her a thief; he isn't much of a parental type. Little Red continues on, into the woods to her Grandmother's house.
When the lentils are back in their pot, Cinderella tells the birds to fly back to the sky, then goes to help her stepsisters prepare for the ball. One stepsister slaps Cinderella after she ties her hair too tight.
There is a knock at the bakery door; they have run out of bread (after Red Riding Hood's visit) but the patron doesn't care and blows the door off. It's the Witch (Meryl Streep
) who lives next door; she promises the Baker's Wife she will be able to bear a child if she follows her orders.The Witch tells them that when the Baker was a child, his father would sneak into her garden and steal greens to appease his pregnant wife's cravings (which is part of the Rapunzel fairy tale).
In a flashback, the Witch catches the Baker's father in her garden; she promises to take his wife's unborn child in exchange for the stolen vegetables, revealing to the Baker that he had a sister (later revealed to be Rapunzel, although they never interact). She tells them that the reason she is cursed with ugliness is because the Baker's father also stole magic beans from her garden, which she promised her mother to never let out of her sight. When their baby is born, she steals the child and hides her away; the Witch also curses the Baker to have a barren family tree (which is why his wife cannot get pregnant). She reminds the Baker that when his mother died, his father deserted him.
Jack's Mother sends him to the next village to sell the cow since everyone in their village knows that the cow's milk has dried up. He is told not to come back with less than five pounds. He, too, goes into the woods.
The Witch tells the Baker and his wife that if they want the curse reversed, they have to bring her some ingredients for a potion: a cow as white as milk, a cape as red as blood, hair as yellow as corn, and a slipper as pure as gold. She needs these things by midnight in three days time when the blue moon will come, which only happens every 100 years. If they can bring her the ingredients, she promises them a child.
Having completed her chores and picked up the lentils, Cinderella asks her stepmother if she can go to the three-day festival but is told she is too dirty and that the prince is looking for a wife, not a scullery maid. She sets off with her daughters in their coach.
The Baker's Wife tries to get her husband to take his father's old coat but he refuses; six magic beans spill out and he takes them. They debate about whether the Wife should come along; he wants to do it alone but isn't very good at remembering the four items he needs to collect. Nearby, Cinderella decides to visit her mother's grave. Now the Baker, Cinderella, Jack, and Red Riding Hood all venture into the woods.
Cinderella visits the grave of her mother, where she has planted a branch, which watered by her tears has grown into a huge willow tree. Cinderella tells her mother about her wish and her mother appears in the tree. She transforms Cinderella's rags into a ball gown and her shoes into gold slippers.
Now Little Red is spotted in the woods by a Wolf (Johnny Depp
). He sings "Hello, Little Girl," salivating over her. She blows him off, having been told to not be misled by her mother and telling him she's on her way to her grandmother's house. Red admits to having eaten all the treats and half the loaf of bread so she picks flowers to balance out the missing treats.
Rapunzel (Mackenzie Mauzy
) sings a lovely soprano song, trapped in her tower, which catches the attention of a handsome prince (Billy Magnussen
Meanwhile, the Baker sees Red Riding Hood in her cape. The Witch appears and tells him to take the cape. The Baker manages to remove the cape from Little Red but she responds by screaming at the top of her lungs for a long while. The Baker rushes back to her and returns the cape. He has trouble remembering all of the items he needs to collect but is reminded by his Wife, who has ventured into the woods to help. They argue again about whether she should go with him. They stop abruptly when they see Jack with his cow. They try to convince Jack to give them his cow but they have no payment except for the six beans in the Baker's pocket. The Wife tells Jack they're magic beans, worth a pound each, and tells him there are five of them (she keeps one). Jack happily trades the cow for the five beans, on the condition that he be allowed to buy Milky White back if he ever has the money. The Baker sends his Wife back to town with the cow.
Rapunzel is visited in her tower by her mother the Witch, letting down her hair on command. The prince watches this and prepares to try the same. At her grandmother's cottage, Little Red enters to see the Wolf in her grandmother's bed, wearing her nightgown. She tells him he has big ears and he quickly eats her up. The Baker continues into the house, in pursuit of the cape, and discovers the Wolf. He slices him open, rescuing Little Red and her grandmother, who were swallowed whole. The grandmother complains that the Baker isn't helping her skin the wolf to make into a coat; he tells her he's a Baker, not a hunter. Little Red sings "I Know Things Now" about how foolish she was for trusting the Wolf, and how much she's learned ("nice is different than good"). There's a flashback to how she was eaten (shown as a sort of Alice in Wonderland rabbit hole). She gives the Baker the red cape for his help, saying that her grandmother is going to make her a new one from the Wolf's skin.
At home, Jack's mom chastises him for being stupid and selling the cow for beans. She throws the beans into the dirt and they all shoot out a spark -- and sends Jack straight to bed.
Cinderella rushes home from the ball, chased by another prince (Chris Pine
) and his steward. She runs into the forest and hides from him, meeting the Baker's Wife, now with Milky White. Cinderella explains she's running from the prince and the Baker's Wife is surprised shes running from royalty. When the prince arrives, Cinderella hides and the Baker's Wife sends him in the wrong direction. She asks Cinderella about the prince, who she is in awe of. Cinderella sings "A Very Nice Prince," explaining that she fled because she isn't quite sure how she feels about him. The Baker's Wife tells her she would give anything to be in Cinderellas shoes and then realizes she is wearing gold slippers. She tries to take them but then Milky White rushes off and she is torn between the cow and the slippers. Cinderella hurries away and the Witch appears and tells the Baker's Wife that the first of three midnights has passed. She tells her to get the cow but Milky White has disappeared into the woods; the Baker's Wife has gone from having one item (and almost two) to having none.
In the morning, Jack's Mother wakes up to a giant beanstalk growing in her backyard. Jack rushes into the woods and finds the Baker again. He sings "Giants in the Sky," explaining that he has come back with five (giant-sized) gold coins that he stole from a giant. He gives them to the Baker, expecting he can take his friend, Milky White, back. The Baker tells him he can't sell Milky White so Jack, thinking the payment is not enough, promises to come back with more riches from the Giant's kingdom. He sets off to climb the beanstalk again.
The Baker and the Baker's Wife reunite. He excitedly tells her he has the cape so now they have two of the items; she confesses she lost the cow. They argue about this and the Witch appears and tells them to find the cow. The Baker tries to give her the one item they do have, the cape, but she tells him she can't touch the items or the spell won't work (this is why she is having them find them for her). The Baker and his wife apologize to each other and he sends her back to the village. On her way, she stumbles upon the two princes, revealed to be brothers, who both talk of their new loves (one loves Cinderella; the other Rapunzel, who he has now visited several times). They sing "Agony" while splashing around a waterfall, each boasting about how hard their lives are, having fallen in love with unobtainable women. The Baker's Wife watches in awe, attracted by the handsome princes. When Rapunzel's prince mentions loving a girl in a tower with hair as yellow as corn, she sets out to grab a new ingredient.
At the tower, the Baker's Wife asks Rapunzel to let down her hair; Rapunzel asks if it is the prince and the Baker's Wife responds affirmatively, in a low voice. Rapunzel loops her hair over a hook at the top and lowers it below. The Baker's Wife cuts Rapunzel's thick braid by sawing it against some ironwork on the tower wall. A piece comes off and she rushes away with it.
The Baker's Wife runs into Cinderella again and grabs at her shoes again. Cinderella runs off. The prince rides by and the Baker's Wife tells him she was trying to hold the girl for him. Meanwhile, the Baker stumbles upon the stepsisters in their carriage. He pulls an ear of corn from his bag and asks to compare it to their hair; they shove him away and he falls on a large white rock that turns out to be Milky White. His wife stumbles upon him and now, with Rapunzel's hair and Little Red's cape, they have three of the items. He tells her that together, they can surely get the slipper pure as gold. The Baker's Wife is touched that he is including her and they sing "It Takes Two" about him becoming a better husband. Jack arrives with a golden egg and tells them about a hen that lays golden eggs, that lives at a palace in the clouds, which he visited via the beanstalk. He attempts to buy Milky White back, but the cow suddenly dies. The second midnight passes and now they are two items short -- the cow and the slipper -- and there's only one more day.
The next day, the Witch is spying on Rapunzel's tower when Rapunzel's Prince arrives. She creates a thicket; the prince's horse is startled by the thorns and he is thrown off, straight into the branches, blinding him. When the witch climbs the tower, she is furious with Rapunzel, who confesses her new love. The witch tries to get her to stay loyal to her, singing "Stay With Me" with its refrain of "children must listen." Rapunzel reveals her wish to go out and see the world. To punish Rapunzel for wanting to abandon her, the witch cuts off her hair and banishes her to a deserted island in a swamp.
Jack runs into Red Riding Hood, now wearing a coat made of a wolf's skin and more wary of strangers as she carries a knife for protection. He tells her about the kingdom of the giants and the harp that sings the giant to sleep. She doesn't believe him so Jack tells her he will return with the harp to prove he is telling the truth.
Jack rushes down the beanstalk with the harp, pursued by the Giant. He hurriedly chops down the beanstalk, killing the giant as the stalk topples over.
The Baker sets out into the next town to buy another cow with the gold coins Jack has given him. The Baker's Wife sets out to find Cinderella again, so she can secure her golden slipper.
That night, Cinderella returns home from the final night of the ball, pursued by the prince for the third time. But he has spread pitch on the stairs so that her feet get stuck and she cant run. Time slows to a halt him frozen at the top of the stairs as she sings "On the Steps of the Palace," trying to debate whether to stay and become a princess or go back to her own life where she can at least retain her identity and doesn't have to pretend to be someone shes not. She settles for something in between, leaving behind a slipper as a clue. She rushes off into the woods; the prince doesn't immediately pursue, telling his steward she cant get far with just one shoe.
In the woods, Cinderella runs into the Bakers Wife again. She desperately tries to convince Cinderella to give up her slipper, offering her the last magic bean in exchange. Cinderella tosses the bean aside, calling it nonsense it sparks fire like the ones outside Jacks house. The Baker's Wife tells her she needs the shoe to have a child; she doesn't have time to explain further as the prince is approaching. The Baker's Wife convinces Cinderella to take her shoes so she can run faster; Cinderella does and finally gives the Baker's Wife her gold slipper in return.
The prince gets to Cinderella's house and asks the stepsisters to try on the slipper. Florinda's foot is too big so the stepmother cuts off her big toe to make it fit. She is accepted as the mysterious girl he fell in love with at the ball but then the steward points out the blood in the shoe. They move on to Lucinda, whose foot is also too big, so the stepmother cuts off her heel; she promptly faints from the pain. He asks if there is another girl that resides there; they try to talk him out of seeing Cinderella but when she arrives, he recognizes her and takes her away to be his bride. As punishment for their cruelty, Cinderella's birds peck out the stepsisters' eyes, blinding them.
Rapunzel cowers on the deserted island to which the Witch banished her. She sings to herself, and her prince, who is riding around, blindly, on horseback, hears her and calls for her. She wades through the snake-filled swamp to reach him. See his wounded, blind eyes, she cries; teardrops fall into his lashes and he can see again. He praises her haircut.
It is almost midnight as the Blue Moon begins to emerge. The Baker runs into his Wife; he has a white cow he got in the neighboring village. They now have the cape, hair, slipper, and cow. The Witch appears but is discontent, revealing the cow is not white; the Baker has covered it in flour. The Baker points out they had a real white cow but she died. The Witch tells him she can bring her back to life. They lead her to Milky White. Jack's Mother joins the group, reuniting with her son. The Witch resuscitates Milky White and tells them to feed the other items to the cow. Milky White eats the gold slipper, the red cape, and a piece of Rapunzel's hair. Jack tries to milk the cow but she's dry. The Witch says they must have the wrong ingredients. The Baker's Wife goes over the ingredients, admitting she took the hair as yellow as corn from a maiden in a tower; the Witch realizes that it is Rapunzel's hair and she has touched it, rendering it unusable. To substitute, Jack suggests using the hairy corn silk from the ear of corn they've brought for comparison. It works and Milky White produces milk. The witch drinks it and transforms into a younger version of herself with blue hair; the Baker's Wife becomes very pregnant immediately.
Everyone seems to have a happy ending: the Witch reversed her curse and is young and beautiful; Cinderella marries her prince; Jack and his mother are wealthy after selling the golden egg; the Baker and his Wife have a baby boy.
But at the wedding of Cinderella and her prince, the earth shakes and everyone falls to the ground. The prince tells the crowd that it's just an earthquake and they should all return to their villages. But as they go into the woods to return home, the paths have all been altered from the quake. The Baker and his Wife can't find their way home; they run into Red Riding Hood who says that her village collapsed and her mother is missing. She is going to live with her grandmother but can't find anything familiar. They tell her they'll help her find her way; the wife hands her baby off to her husband who seems to have issue with being a father.
The steward appears in the woods with the stepmother and stepsisters. The castle has been destroyed and the kingdom is under attack. They decide to go back to the village but then another earthquake happens. They realize that it's actually a giant woman causing the ground to shake. The Giantess demands they deliver the boy who cut down the beanstalk and killed her husband. Jack's Mother arrives then, looking for Jack. She is told the giant's widow is looking for him, too. Jack's Mother begins arguing with the Giantess, telling her to leave her son alone. The Giantess begins to stomp her feet, putting them all in danger. The steward holds Jack's Mother back; she trips and falls, knocked unconscious. The steward and stepsisters convince the Giant that Jack is hiding in the steeple tower. The Giantess sets off to find him. The Baker encourages them to stick together but the step family say they're not cut out for battle and they leave. The Witch tells them the village has been destroyed, only leaving a handful of beans in her garden. She convinces them to find Jack to keep the Giantess from killing everyone.
The Witch makes her way to Rapunzel's tower, now a pile of rubble. Rapunzel is there with her prince and she doesn't recognize her now transformed mother. She agrees to go away with the prince and the Witch tries to punish her with some magic and then realizes a side-effect of her transformation: she can no longer cast spells. The prince recognizes her as the woman who blinded him; Rapunzel points out the Witch locked her in the tower. Rapunzel says she never wants to see her again and rides away with the prince. The Witch sings "Children Will Listen."
The Baker and his Wife wander through the woods, searching for Jack. They decide to go in different directions, counting 500 steps to keep from getting lost. They leave their son with Red Riding Hood.
The Baker's Wife runs into Cinderella's prince and asks if he's there to slay the giant. He doesn't even know about the giant and instead is fixated on seducing her (despite her mentioning her husband). He points out the giant could crush them at any time. She is reluctant to accept his advances given they both are married to others. They begin to kiss as Cinderella's birds watch.
Meanwhile, the Baker stumbles upon Cinderella at the grave of her mother, disguised in her old rags so she could escape the palace unescorted. The tree has been destroyed by the earthquake and now Cinderella can no longer communicate with her mother. The Baker tells her about the giant and convinces her to stay close with him for safety.
Cinderella's prince kisses the Baker's wife. She is excited that she has been kissed by a prince but feels guilty for cheating on her husband. She sets out to return to the group but hears the giant coming. She runs for safety but falls off a cliff.
The Baker, Little Red, and Cinderella wait for the Baker's Wife to return. The Witch appears with Jack, who has the Baker's scarf with him, revealing he found the Baker's Wife (dead) at the bottom of a cliff. The Baker blames Jack for the giant's presence and the ensemble sings "Your Fault," in which they blame each other for the predicament they're in (Red Riding Hood dared Jack to go back up the beanstalk; Jack went up, attracted the Giant's attention by stealing his harp, and then killed him; Cinderella threw away the magic bean that created a beanstalk which allowed the Giant's widow to come down; and so on). The Witch hushes them, singing "The Last Midnight." She tells them if they want to place blame they can blame her, but just give her the boy (so he can be sacrificed to the Giant's widow and save everyone else). They refuse and she mocks them for being nice ("you're not good, you're not bad, you're just nice" -- harking back to one of the lessons Red Riding Hood learned in "I Know Things Now"). She's not nice, she's not good, she sings, but she's right. Near the end of the song, she throws the remaining beans to the ground where they spark; losing them means that the youthful spell will be reversed. The ground swells and swallows her into a sinkhole.
Jack, Little Red, and Cinderella admit they are partially to blame. The Baker is bitter towards them and leaves, handing his baby to Cinderella. He says the child will be much happier raised by a princess than by him. Deeper in the woods, now alone, he meets the ghost of his father, who admits that he abandoned him because of guilt and then points out the Baker is doing the same thing to his own child. The Baker breaks down and cries.
Little Red, Cinderella, and Jack begin to scheme on how to kill the Giantess. The Baker returns. He helps them devise a plan to use Jack as bait to lure the Giantess into a trap. Some birds land on a branch and tell Cinderella about her prince's infidelity.
They all set out; Cinderella's prince rides by on horseback. She tries to hide her face (she's still disguised in her rags) but he recognizes her. She asks him why he strayed. He tells her he was raised to be charming, not sincere. She tells him her father's house was a nightmare, his palace was a dream, and now she wants something in-between. They say they will always love each other and then go their separate ways.
They make it to a tar pit and Jack climbs up a tree. Little Red Riding Hood tells Cinderella she thinks her mother and grandmother would be upset with her if they knew she was going to kill someone. Cinderella tells her they're only hurting a giant who's done a lot of harm but Little Red points out the giant is a person, too, and they should show forgiveness. Cinderella sings "No One Is Alone." Simultaneously, the Baker tells Jack that his mother died after an accident with the steward. Jack says he will kill the steward in revenge. The Baker sings "No One Is Alone," as well, to Jack. Cinderella and the Baker become surrogate parents for the two newly orphaned children.
The Giantess approaches and they point out Jack, who's perched in a tree. But when she tries to attack him, she is stuck in the tar pit. Jack and the Baker hit her with stones in slingshots. Cinderella's birds peck at her. She lunges at Jack but he dodges her; she falls and lands with a thud, just like her husband, and dies.
They've defeated the Giantess but have no home to return to. Jack and Little Red Riding Hood suggest moving in with the Baker. Jack invites Cinderella. She agrees, saying she can help clean the house, which she actually enjoys. The Baker takes his baby and sings that maybe he wasn't meant to have children. His Wife's spirit appears as she sings "Children Will Listen" to him. The Baker tells the story of Into the Woods
to his child while the Witch sings, too. They walk through the newly altered forest, to the destroyed village, as they all sing "Children Will Listen." The final line is the Witch's: "Careful the tale you tale, that is the spell, children will listen."