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In a faraway kingdom during the 14th century, King Stefan and his wife yearn for a child, and finally their wish is granted with the birth of Princess Aurora. During a holiday declared in her honor, they announce the betrothal of Aurora to Prince Phillip, the young son of neighboring King Hubert. At the celebration, the kingdom's three fairies, Flora, Fauna and Merryweather, arrive to bestow their presents on the baby, beginning with the gifts of great beauty and song. Just then, however, Maleficent, the mistress of all evil, appears to protest the fact that she has not been invited, and proclaims a curse on the girl: Before her sixteenth birthday, Aurora will prick her finger on a spinning wheel spindle and die. After Maleficent disappears in a burst of fire, Merryweather, whose powers are limited to doing good, does her best to counteract the curse, decreeing that Aurora will not die but instead will sleep until the kiss of true love awakens her. Stefan remains terrified, however, and burns all the spindles in the kingdom. To help ease his fears, the fairies come up with a plan to hide Aurora by posing as peasant women raising a foundling child deep in the woods. The king and queen are despondent to lose their child but, desperate to save her, agree. The years pass, during which Maleficent searches fruitlessly for the girl, until the day of Aurora's sixteenth birthday, when the sorceress sends her trusty raven to find her. Having been raised under the name "Briar Rose" in the secrecy of the forest, Aurora knows nothing of her heritage, but longs for a wider world to inhabit. The fairies plan an elaborate birthday party and try hard to create a dress and cake without the aid of magic, which they have avoided over the past sixteen years so as not to alert Maleficent. Meanwhile, Aurora wanders into the woods, with only the woodland animals for friends, to sing about her desire to meet her true love. Nearby, Phillip hears her lovely voice and, entranced, follows the melodic tones. When the animals spot handsome Phillip, they lure him closer to Aurora, where he is able to sweep her into a dance. Although she is startled, their immediate attraction is too strong for her to resist, and before slipping away, she invites him to her cottage that evening. Meanwhile, the dismal state of the handmade birthday gifts spurs Merryweather to convince the others that they should, this once, use their wands. They lock all the windows and doors to prevent the escape of the magic, but when Merryweather and Flora argue over the color of the dress, their competing charms send sparks of fairy dust shooting through the chimney, and Maleficent's raven is able to locate the source as he flies by. When Aurora returns, lovestruck, the fairies finally reveal that she is the princess and must return to the kingdom, now that she has safely reached the age of sixteen. Although eager to meet her real parents, Aurora is crushed to lose her love, whose name she still does not know. In the kingdom, the two kings rejoice about Aurora's imminent return, toasting her health until Phillip arrives, revealing in secret to his father that he has fallen in love with a peasant girl. While Hubert worries over how to inform Stefan, the fairies sneak Aurora into the palace tower. There, Maleficent, tipped off by her raven, transforms into a disk of light and enchants Aurora into pricking her finger on a poison spindle, after which the princess falls into unconsciousness. When the fairies find her, they realize that the grief over her fate will ruin the kingdom, and so place the whole realm into a deep sleep. Only Phillip, headed to the cottage in the forest, remains awake. There, however, he is captured by Maleficent, who holds him prisoner in her dungeon while her goons dance in celebration of her victory. The fairies make themselves as small as possible and, risking great personal danger, enter the dungeon, where they are able to free Phillip and bestow on him a magical shield of virtue and sword of truth. The raven shouts a warning to Maleficent, but Phillip, with the help of the fairies, is able to fight off the goons and escape on his steed, Sampson. Maleficent throws bolts of lightning at him and places a spell on the castle to surround it with thorny briars so Phillip cannot gain entrance. Then, as he tries to cut his way through the thorns, the sorceress summons "all the powers of hell" to transform herself into a mighty dragon, igniting the brush with her fiery breath. Phillip's shield helps him deflect the fire, but her breath soon knocks the shield from his hands. In a final effort, the fairies charm Phillip's sword, proclaiming "Oh sword of truth, fly swift and sure, that evil die and good endure." With one thrust, the sword pierces the dragon's breast, and Maleficent dies in a cloud of smoke. Within moments, all spells are broken, and the kingdom awakens as Phillip confers the kiss of true love on Aurora, rousing her from her sleep. They enter the throne room arm in arm, amazing Hubert and thrilling Stefan and his queen, who joyfully welcome their daughter. Flora and Merryweather continue to bicker over the color of Aurora's dress, changing it back and forth from blue to pink while the happy couple dances, oblivious.