Midnight never strikes when you're in love.
In a mythical kingdom, Lord Tremaine remarries so that his beloved young daughter Cinderella can have a mother. Tremaine's new wife is a seemingly kind widow with two daughters, Anastasia and Drizella, but after his death, Lady Tremaine's true, greedy nature emerges. Banishing Cinderella to the attic and forcing her to become their servant, Lady Tremaine squanders the family fortune on Anastasia and Drizella. Growing up to be a lovely young woman, Cinderella patiently bears the cruelties of her family while continuing to believe in her dreams and comforting herself with the friendship of her dog Bruno, horse Major and the chateau's mice and birds.
One morning, mouse Jaq informs Cinderella that a new mouse has been caught in a trap, and after rescuing the chubby newcomer, Cinderella names him Octavius, or Gus for short. Cinderella then begins her chores while Gus, who calls himself Gus-Gus, listens to Jaq's warnings about Lady Tremaine's evil cat Lucifer. Meanwhile, at the palace, the King is infuriated that his son, Prince Charming, has not yet married. Longing for grandchildren, the King orders the Grand Duke to arrange a ball to celebrate the return of Prince Charming, who is arriving that day after an extended absence. The King hopes that the prince will find a bride if all the maidens in the kingdom are present, and so the Grand Duke begins the preparations. Cinderella is thrilled when an invitation arrives at the chateau, but, knowing that her stepdaughter will outshine Anastasia and Drizella, Lady Tremaine cannily promises that she can attend only if she finishes her work and finds something suitable to wear. Cinderella begins re-fashioning a gown that belonged to her mother, but is interrupted by her stepsisters' excessive demands.
Determined to help their friend, the mice and birds labor on the dress, while Jaq and Gus-Gus retrieve a sash and string of beads discarded by Anastasia and Drizella. Lady Tremaine and her daughters keep Cinderella so busy that she cannot work on her dress, and when the coach arrives to take them to the ball, she stoically tells them that she will not be attending. When she retreats to her attic, however, Cinderella is astonished to see that the old dress is ready. Cinderella changes and joins her family as they are leaving, but the jealous Drizella and Anastasia recognize their beads and sash and tear Cinderella's gown to shreds. After the women leave, the broken-hearted Cinderella cries in the garden, but her tears are quieted by the arrival of her Fairy Godmother. Telling the unhappy girl that she is going to the ball, the fairy uses her wand and the magic phrase "bibbidi-bobbidi-boo" to transform a pumpkin into a glorious coach. The mice are then transformed into horses, and Major and Bruno become the coachman and footman. The Fairy Godmother then transforms Cinderella's rags into an exquisite gown, complete with glass slippers. The fairy instructs Cinderella to leave the ball before midnight, at which time the spell will be broken.
At the castle, meanwhile, the King watches in frustration as a bored Prince Charming greets his guests, including Drizella and Anastasia. The prince's attention is captured by Cinderella, however, and the King arranges for the couple to be alone. Prince Charming and Cinderella fall in love as they waltz, although they do not know each other's names. Just as the prince is about to kiss his new love, the clock begins to strike twelve and Cinderella flees. Prince Charming and the Grand Duke chase her as she races away but succeed only in finding one of her glass slippers, which fell off during her flight down the grand staircase. Cinderella is in rags again when the final chime is heard, but still has one glass slipper as a souvenir of her magical evening.
The next morning, Cinderella overhears Lady Tremaine inform her daughters that no one knows the identity of the girl loved by the prince, and that the King has ordered him to marry whomever the slipper fits. Realizing her sweetheart's identity, and that he is searching for her, Cinderella goes to get her shoe. Seeing the dreamy look on Cinderella's face, Lady Tremaine deduces that she is the mystery woman and locks her in the attic. Just then, the Grand Duke arrives and offers the slipper to Drizella and Anastasia. While the two big-footed women attempt to don the dainty shoe, Jaq and Gus-Gus steal the key to Cinderella's door from Lady Tremaine's pocket. After dragging the heavy key up the stairs to the attic, Jaq and Gus-Gus succeed in freeing their friend despite interference from Lucifer. Before Cinderella can try on the slipper, however, the vindictive Lady Tremaine trips the lackey carrying the slipper and it shatters. The Grand Duke is devastated until Cinderella happily shows him the slipper's mate and dons it. Soon after, Cinderella and the prince are married.
- 1hr 20min ' PG