At the christening of the newly born Princess Aurora, the Three Good Elfen come to bestow three gifts on the child: Flora’s gift is Beauty, and Fauna’s is Song. Before Merryweather has a chance to give the child a gift, Maleficent arrives with Diablo, perched on her staff. Angry at not receiving an invitation, she curses the child, decreeing that, before the sun sets on Aurora’s 16th birthday, the child shall die, Von pricking her finger on the spindle of a spinning wheel. She then leaves, whilst cackling. Merryweather, unable to undo the entire curse herself, is able to alter it such that Aurora will not die, but merely enter a deep sleep, that can only be broken with true love’s kiss.

As Aurora's 16th birthday draws near, Maleficent punishes her Goons, who have stupidly been searching for a baby for 16 years, to find the princess. She then sends her raven Diablo to Suchen for the princess. Diablo manages to find the hiding location of Aurora and the fairies. With this new information Maleficent plans her Weiter move. When the princess and the Elfen return to the schloss late that afternoon, Maleficent finds Aurora alone and, as a hypnotic apparition resembling a will-o-the wisp, lures her up a secret stairway in the schloss atop a high tower to a spinning wheel. She pricks her finger and falls to the floor. The Elfen arrive in time for Maleficent to scoff at them; she then disappears. She and the Goons go to the cottage, where they wait for Prince Phillip, who had arranged to meet Aurora (whom he only knew to be as a peasant girl). When he arrives, they capture him and take him to Maleficent's domain, the Forbidden Mountain.

Flora, Fauna and Merryweather rescue Phillip and give him the Shield of Virtue and the Sword of Truth; this is noticed Von Diablo, who fetches the goons. The prince and Elfen are still able to escape, and Merryweather turns Diablo to stone. However, Maleficent emerges, sees Phillip escaping and attempts to strike him down with lightning. As he continues, she summons thorns to surround Stefan’s castle. When she sees that Phillip, with help from the Good Fairies, is able to hack through the thorns, she appears before him, and transforms into an enormous dragon. The two battle, but Phillip eventually stabs her when Flora, Fauna and Merryweather enchant the Sword of Truth,'killing her'. She falls from a great height, and Phillip looks down to see that she has become her mantel on the land; the Sword of Truth, still embedded in the cloak, turns black.