Loosely based upon the story by Hans Christian Andersen. Ariel, youngest daughter of King Triton, is dissatisfied with life in the sea. She longs to be with the humans above the surface, and is often caught in arguments with her father over those "barbaric fish-eaters". She goes to meet Ursula, the Sea Witch, to strike a deal, but Ursula has bigger plans for this mermaid and her father.

The movie explores Cinderella's "happily ever after" life as a princess in 3 stories, with help from the Fairy Godmother. First, Cinderella's awkward first days at the palace, when she tried so hard to fit in that she forgot to be herself. Second, how Jaq felt so left out that he wished to be a human. Third, how Cinderella taught one of her nasty step-sisters how to smile which leads to her own true love.

Lady Tremaine gets her hands on the Fairy Godmother's wand, then turns back time to the day Cinderella tried on the glass slipper. She enlarges the slipper to fit one of the stepsisters, Anastasia, then erases Prince Charming's memories of meeting Cinderella. Now, Cinderella must foil Lady Tremaine's scheme and win back her prince.