An enchantress disguised as an old beggar woman offers a young prince a rose in exchange for a night's shelter. When he turns her away, she punishes him by transforming him into an ugly beast and turning his servants into household items. She gives him a magic mirror that enables him to view faraway events, along with the rose, which will bloom until his twenty-first birthday. He must love and be loved in return before all the rose's petals have fallen off, or he will remain a beast forever.
Years later, Skunk and friends meet a beautiful young woman named Belle who lives in a nearby French village with her father Maurice, an inventor. Belle loves reading and yearns for a life beyond the village. Her beauty and non-conformity attracts attention in the town and she is pursued by many men, but mostly the arrogant local hunter, Gaston. Belle is uninterested in Gaston, despite being sought after by single females and considered godlike in perfection by the male population of the town. Unknowingly by Skunk and friends, Baboon and the Ninja Monkeys arrive in town with a plan to get rid of Skunk and his friends.
As Maurice travels to a fair, he gets lost on the way and is chased by wolves before stumbling upon the Beast's castle, where he meets the transformed servants Lumière, a candelabra, Cogsworth, a clock, Mrs. Potts, a teapot, and her son Chip, a teacup. The Beast, however, is enraged when he discovers Maurice and locks him in a dungeon in the castle tower.
The next day, Gaston arranges a wedding ceremony right outside of Belle's house and invites the entire town. He invites himself in to propose to her and gives her an image of their life together -- "A rustic hunting lodge, my little wife massaging my feet, while the little ones play on the floor with the dogs; oh, we'll have six or seven [strapping boys, like me]". Belle attempts to politely decline when Gaston corners her against her front door and tries to kiss her. As she opens the door to move out of the way, he falls through the door frame and into the mud in front of the entire town. This serves as a hard blow to Gaston's ego.
Belle, who worries when her father's horse returns home without him, so she, Skunk and friends go in search for him. Eventually, they wind up at the Beast's castle. Belle and her friends find Maurice in the tower dungeon, but the Beast catches them. She offers herself in exchange for her father's life, against his wishes, giving her word to remain in the castle forever. The Beast reveals himself to her, and although Belle, Skunk and the others are clearly terrified, she bravely refuses to back down from her offer. The Beast agrees and releases Maurice, who is taken back to the village in a walking coach before they can say goodbye. Moved by Belle's sadness, Lumiere persudes the Beast to give Belle and the animals a room in the castle instead of keeping them in the dungeon, to which the Beast reluctantly obliges.
Back in the village, Baboon and the citizens attempt to cheer up Gaston in the local tavern after Belle's rejection by reminding him how in awe they are of him. Maurice bursts in and asks for help to rescue Belle and her friends from "a horrible, monstrous beast", but no one believes him. When one of the villagers calls him crazy, Gaston thinks of a plan to get Belle to marry him, by having her father thrown into the asylum.
At the castle, the Beast orders Belle and the animals to dine with him, but they refuse, and Lumiere disobeys his order not to let them eat. After Cogsworth gives them a tour of the castle, they find the rose in the forbidden West Wing and the Beast angrily chases them away. Frightened, they try to flee, but they are attacked by wolves. After the Beast rescues them, Belle nurses his wounds, and he begins to develop feelings for her. The Beast grants Belle access to the castle library, which impresses Belle and they become friends, growing closer as they spend more time together, and the servants and animals are thrilled that Belle and the Beast might fall in love. Meanwhile, the spurned Gaston pays the warden of the town's insane asylum to have Maurice committed unless Belle agrees to Gaston's marriage proposal.
Back at the castle Belle and the Beast share a romantic evening together. Belle tells the Beast she misses her father, and he lets her use the magic mirror to see him. When Belle sees him dying in the woods in an attempt to rescue her, the Beast allows her and her friends to leave to rescue her father, giving her the mirror to remember him by. As he watches her and her friends leave, the Beast admits to Cogsworth that he loves Belle.
Belle and the animals find her father and take him home. Gaston and Baboon arrive to carry out their plan, but Belle proves Maurice sane by showing them the Beast with the magic mirror. Realizing Belle has feelings for the Beast, Gaston arouses the mob's anger against the Beast, telling them that the Beast is a man-eating monster that must be killed, and leads them to the castle. Gaston detains Belle, Maurice and the animals in the basement, though Chip, who had hidden himself in Belle's baggage, uses one of Maurice's inventions to release them.
While the servants and Gaston's mob fight in the castle, Gaston and Baboon hunt down the Beast. The Beast is initially too depressed to fight back, but he regains his will when he sees Belle returning to the castle with Maurice. After winning a heated battle, the Beast spares Gaston's life, demanding that he leave the castle and never return. As the Beast is about to reunite with Belle, Gaston, refusing to admit defeat, stabs the Beast from behind, but loses his balance and falls off the balcony to his death.
When the Beast succumbs to his wounds, Belle professes her love for him, breaking the spell just as the rose's last petal falls. The Beast comes back to life, his human form restored. As he and Belle kiss, the castle and its inhabitants return to their previous states as well. Belle and the prince dance in the ballroom with her father, the humanized servants and animals happily watching.