Walt Disney's

Sleeping Beauty



Once upon a time, in a kingdom far away, a beautiful princess was born ... a princess destined by a terrible curse to prick her finger on the spindle of a spinning wheel and become Sleeping Beauty. Masterful Disney animation and Tchaikovsky's celebrated musical score enrich the romantic, humorous and suspenseful story of the lovely Princess Aurora, the tree magical fairies Flora, Fauna and Merryweather, and the valiant Prince Phillip, who vows to save his beloved princess. Phillips bravery and devotion are challenged when he must confront the overwhelming forces of evil conjured up by the wicked and terrifying Maleficent. Embark on a spectacular adventure of unprecedented scale and excitement in this thrilling, timeless Disney Classic.

distributed by

Buena Vista

film distribution co., inc.



Walt Disney

presents



Sleeping Beauty

Technirama(r) Technicolor(r)



With the Talents of





Mary Costa Bill Shirley Eleanor Audley Verna Felton Barbara Luddy Barbara Jo Allen Taylor Holmes Bill Thompson

Production Supervisor . . . . . Ken Peterson Sound Supervisor . . . . . . Robert O. Cook Film Editors . . . . . . Roy M. Brewer, Jr. Donald Halliday Music Editor . . . . . . . . Evelyn Kennedy Special Processes . . . . . . . . Ab Iwerks Eustace Lycett

(c)Copyright MCMLVIII - Walt Disney Productions - All Rights Reserved

Music Adaptation George Bruns

Adapted from Tchaikovsky's "Sleeping Beauty Ballet"



Songs



George Bruns Erdman Penner Tom Adair Sammy Fain Winston Hibler Jack Lawrence Ted Sears

Choral Arrangements John Karig



Story Adaptation Erdman Penner

From the Charles Perrault version of Sleeping Beauty



Additional Story Joe Kinaldi



Winston Hibler Bill Peet Ted Sears Ralph Wright Milt Banta

Production Design



Don Da Gradi Ken Anderson McLaren Stewart Tom Codrick Don Griffith Erni Nordli Basil Davidovich Victor Haboush Joe Hale Homer Jonas Jack Huber Kay Aragon

Color Styling Eyvind Earle



Background



Frank Armitage Thelma Witmer Al Dempster Walt Peregoy Bill Layne Ralph Hulett Dick Anthony Fil Mottola Richard H. Thomas Anthony Kizzo

Character Styling Tom Oreb



Directing Animators



Milt Kahl Frank Thomas Marc Davis Ollie Johnston John Lounsbery

Character Animation



Hal King Hal Ambro Don Lusk Blaine Gibson John Sibley Bob Carlson Ken Hultgren Harvey Toombs Fred Kopietz George Nicholas Bob Youngquist Eric Cleworth Henry Tanous John Kennedy Ken O'Brien

Effects Animation



Dan MacManus Joshua Meador Jack Boyd Jack Buckley

Supervising Director Clyde Geronimi



Sequence Directors



Eric Larson Wolfgang Keitherman Les Clark

[The book opens and shows the story told here]

Narrator: In a far away land, long ago, lived a king and his fair queen. Many years had they longed for a child and finally their wish was granted. A daughter was born, and they called her Aurora. Yes, they named her after the dawn for she filled their lives with sunshine. Then a great holiday was proclaimed throughout the kingdom, so that all of high or low estate might pay homage to the infant princess. And our story begins on that most joyful day.

Choir: Joyfully now to our princess we come,

Bringing gifts and all good wishes too.

We pledge our loyalty anew.

Hail to the princess Aurora!

All of her subjects adore her!

Hail to the King!

Hail to the Queen!

Hail to the princess Aurora!

Health to the princess,

Wealth to the princess,

Long live the princess Aurora!

Hail Aurora!

Hail Aurora!

Health to the princess,

Wealth to the princess,

Long live the princess Aurora!

Hail to the King!

Hail to the Queen!

Hail to the princess Aurora!



Narrator: Thus on this great and joyous day did all the kingdom celebrate the long awaited royal birth. And good King Stefan and his Queen made welcome their life long friend. Announcer: Their royal highnesses, King Hubert and prince Phillip Narrator: Fondly had these monarchs dreamed one day their kingdoms to unite. Thus today would they announce that Phillip, Huberts son and heir to Stefan's child would be betrothed. And so to her his gift he brought, and looked, unknowing, on his future bride.

Announcer: The most honored and exalted excellencies, the three good fairies. Mistress Flora, mistress Fauna, and mistress Merryweather. Fairies: [at the cradle] Oh, the little darling! [to the king] Your majesties, Flora: Each of us the child may bless with a single gift. No more, no less. [at the cradle] Little princess, my gift shall be the gift of beauty. Choir: One gift, beauty rare

Full of sunshine in her hair

Lips that shame the red red rose

She'll walk with springtime

Wherever she goes

Fauna: Tiny princess, my gift shall be the gift of song. Choir: One gift, the gift of song

Melody her whole life long

The nightingale's her troubadour

Bringing her sweet serenade

to her door

Merryweather: Sweet princess, my gift shall be ...

Flora: Why, it's Maleficent! Merryweather: What does she want here? Fauna: Shhh! Maleficent: Well, quite a glittering assemblage, King Stefan. Royalty, nobility, the gentry, and, how quaint, even the rebel.

Merryweather: I really felt quite distressed of not receiving an invitation. Merryweather: You weren't wanted! Maleficent: Not wa...? Oh dear, what an awkward situation. I had hoped it was merely due to some oversight. Well, in that event I'd best be on my way. Queen: And you're not offended, your excellency? Maleficent: Why no, your majesty. And to show I bear no ill will, I, too, shall bestow a gift on the child.

Maleficent: Listen well, all of you! The princess shall indeed grow in grace and beauty, beloved by all who know her. But, before the sun sets on her sixteenth birthday, she shall prick her finger on the spindle of a spinning wheel and die. Queen: Oh no! [takes the child in her arm] Maleficent: Ha, ha, ha, ha! Stefan: Seize that creature! Maleficent: Stand back you fools. [disappears in a flash of lightning, laughing] Flora: Don't despair, your majesties. Merryweather still has her gift to give. Stefan: Then she can undo this fearful curse? Merryweather: Oh no, sire. Flora: Maleficent's powers are far too great. Fauna: But she can help! Merryweather: But ... Fauna: Just do your best, dear. Flora: Yes ... Merryweather: Sweet princess, if through this wicked witches trick a spindle should your finger prick, a ray of hope there still may be in this, the gift I give at thee. Not in death but just in sleep the fateful prophecy you'll keep, and from this slumber you shall wake when true love's kiss the spell shall break. Choir: For true love conquers all Narrator: But King Stefan, still fearful of his daughter's life, did then and there decree that every spinning wheel in the kingdom should on that very day be burnt. So it was done.

Flora: Silly fiddle faddle!

Fauna: Now, come have a nice cup of tea, dear. I'm sure it'll work out somehow. Merryweather: Well, a bonfire won't stop Maleficent. Flora: Of course not. But what will? Fauna: Well, perhaps if we reason with her. Flora: Reason? Merryweather: With Maleficent? Fauna: Well, she can't be all bad. Flora: Oh, yes, she can. Merryweather: I'd like to turn her into a fat ole hoptoad! Fauna: Now, dear, that isn't a very nice thing to say. Flora: Besides, we can't. You know our magic doesn't work that way. Fauna: It can only do good, dear, to bring joy and happiness. Merryweather: Well, that would make me happy. Flora: But there must be some way ... There he is! Merryweather: There he is? Fauna: What is it, Flora? Flora: I'm going to ... shh, shh, shh! Even walls have ears.

Flora: Follow me!

Flora: I'll turn her into a flower! Merryweather: Maleficent? Flora: Oh no, dear, the princess! Fauna: Oh she'd make a lovely flower. Flora: Don't you see, a flower can't prick its finger. Merryweather: It hasn't any. Fauna: That's right. Flora: She'll be perfectly safe. Merryweather: Until Maleficent sends a frost. Flora: Yes, a ... oh dear! Fauna: She always ruins your nicest flowers. Flora: You're right. And she'll be expecting us to do something like that. Merryweather: But what won't she expect, she knows everything. Fauna: Oh but she doesn't dear. Maleficent doesn't know anything about love, or kindness, or the joy of helping earnest. You know, sometimes I don't think she's really very happy. Flora: [getting excited] That's it, of course! It's the only thing she can't understand, and won't expect. [to herself] oh, oh, now, now ... We have to plan it carefully, let's see, woodcutters cottage, yes, yes, the abandoned one, of course the King and Queen will object, but when we explain it's the only way ... Merryweather: Explain what? Flora: About the three peasant women raising a foundling child deep in the forest. Fauna: Oh, that's very nice of them. Merryweather: Who are they? Flora: Turn around!

Fauna: iih ... why, it's ... us! Merryweather: You mean, we, us? Fauna: Take care of the baby? Flora: Why not? Fauna: Oh, i'd like that! Merryweather: [notices that her dress is pink and changes its color to blue] Well, yes, yes, but will we have to feed it? Fauna: And wash it and dress it and rock it to sleep. Oh I'd love it. Merryweather: You really think we can? Flora: If humans can do it, so can we. Merryweather: And we have our magic to help us. Fauna: That's right. Flora: Oh, no, no, no, no, no magic! I'll take those wands right now. Oh, better get rid of those wings, too. Merryweather: You mean, live like mortals? For sixteen years? [Flora removes Merryweather's wings] Now, we don't know how. We've never done anything without magic. Flora: And that's why Maleficent will never suspect. Merryweather: But who'll wash, and cook? Flora: Oh, we'll all pitch in. Fauna: I'll take care of the baby! Flora: Let me have it, dear. [still hunting for Merryweather's wand] Flora: Come along now, We must tell their majesties at once.

Fauna: Flora! Merryweather: Flora!

Narrator: So the king and his queen watched with heavy hearts as their most precious posession, their only child, disappeared into the night.

Narrator: Many sad and lonely years passed by for King Stefan and his people. But as the time for the princesses sixteenth birthday drew near, the entire kingdom began to rejoice. For everyone knew that as long as Maleficent's domain, the forbidden mountains, thundered with her wrath and frustration, her evil prophecy had not yet been fulfilled.

Maleficent: It's incredible, sixteen years and not a trace of her! She couldn't have vanished into thin air. Are you sure you searched everywhere? 1st servant: yeah, yeah, anywhere, we all ... 2nd servant: yeah, yeah! Maleficent: But what about the town, the forests, the mountains? 1st servant: We searched mountains, forests, and houses, and let me see, in all the cradles. Maleficent: Cradle? 1st servant: Yeah, yeah, every cradle. Maleficent: [angry] Cradle? [to her pet raven] Did you hear that my pet? All these years, they've been looking for a baby! [laughing] oh, oh, ha, ha, ha ... Servants: [join laughter] ha, ha, ha ... Maleficent: [abruptly stops laughing] [angry] Fools! Idiots! Imbeciles! [drives her search patrol away] [alone with her pet again] Oh, they're hopeless. A disgrace to the forces of evil. [talking to the raven] My pet, you are my last hope. Circle far and wide, search for a maid of sixteen with hair of sunshine gold and lips red as the rose. Go, and do not fail me. [pet flies away]

Narrator: And so for sixteen long years the whereabouts of the princess remained a mystery, while deep in the forest, in a woodcutter's cottage, the good fairies carried out their well-laid plan. Living like mortals, they had reared the child as their own and called her Briar Rose.

Narrator: On this her sixteenth birthday the good fairies had planned a party and something extra special for her surprise.

Merryweather: How about this one? Flora: This is the one I picked. Fauna: Oh she'll look beautiful in it. Flora: Now I thought a few changes here ... Merryweather: Aha Fauna: Don't forget a pretty bow ... Flora: And there's the shoulder line. Merryweather: We'll make it blue. Flora: Oh no, dear, pink. Merryweather: But ... Flora: Of course, we'll need a few pleats Fauna: Yes, but how are we going to get her out of the house? Flora: Oh, I'll think of something.

Briar Rose: Well, and what are you three dears up to? Merryweather: Up to? Fauna: Up to? Flora: Up to? Flora: eh, eh, eh, we, we, well, we, we ... Merryweather: Want you to pick some berries. Flora: That's it, berries! Briar Rose: Berries? Fauna: Lots of berries. Briar Rose: But I picked berries yesterday. Flora: Oh, we need more, dear. Fauna: Lots, lots more. Flora: Yes!

Flora: Now don't hurry back, dear. Merryweather: And don't go to far. Flora: And don't speak to strangers. Fauna: Goodbye, dear! Merryweather: Goodbye! Flora: Goodbye! Briar Rose: Goodbye!

Merryweather: I wonder if she suspects. Flora: Of course not, come on. Will she be surprised! Merryweather: A real birthday party. Fauna: With a real birthday cake. Flora: Yes, and a dress a princess can be proud of. Merryweather: I'll get the wands. Flora: Yes, you ... the wands? Fauna: Oh no. Flora: No magic! Merryweather: But the sixteen years are almost over. Flora: We're taking no chances. Merryweather: But, I never baked a fancy cake. Flora: Oh, you won't have to, dear. Fauna: I'm going to bake the cake. Merryweather: You? Flora: She's always wanted to, dear, and this is her last chance. Merryweather: Well, ... Fauna: I'm going to make it fifteen layers with pink and blue, forgive-me-nots ... Flora: And i'm making the dress. Merryweather: But you can't sow, and she's never cooked! Flora: Oh, it's simple. Fauna: All you do is follow the book.

Flora: Up here dear, you can be the dummy. Merryweather: Well, I still say we ought to use magic.

Fauna: [reads from the book] Flour, three cups. [searching] Cups, cups, cups, cups, cups ... [finds three cups of different sizes and uses them to pour flour into the bowl] One, two, three.

Merryweather: What's that for? Flora: Well, it's got to have a hole in the bottom. Fauna: That's for the feet to go through. Merryweather: It's pink! Flora: Oh, lovely shade, isn't it. Merryweather: But I wanted it blue. Flora: Now, dear, we decided pink was her color. Merryweather: You decided! Fauna: [still reads from the book] Two eggs, fold in gently Fold? Oh well.

Merryweather: I can't breathe!

Merryweather: It looks awful. Flora: That's because it's on you, dear. Fauna: [at her cake] Now yeast, one tsp. tsp? Merryweather: One teaspoon! Fauna: One teaspoon, of course.

Flora: Oh gracious how the child has grown. Merryweather: Oh, it seems only yesterday we brought her here. Fauna: Just a tiny baby.

Flora: Why Merryweather! Fauna: Whatever's the matter, dear? Merryweather: After the day she'll be a princess, and we won't have any Briar Rose. Fauna: Oh Flora! Flora: We all knew this day had to come. Fauna: But why did it have to come so soon? Flora: After all, we've had her for sixteen years. Merryweather: Sixteen wonderful years. Flora: Good gracious, We're acting like a lot of ninnies! Come on, she'll be back before we get started.

Phillip: [to his horse] Hear that, Samson? Beautiful! What is it? Come on, let's find out. [turns his horse around, but it struggles back] Oh, come on! For an extra bucket of oats, and a few carrots? [horse nods with his head] Hop boy!

Phillip: Ohhh!

Phillip: No carrots!

Briar Rose: I wonder,

I wonder,

I wonder why each little bird

Has a someone to sing to

Sweet things to

A gay little love melody.

I wonder,

I wonder,

If my heart keeps singing

Will my song go wing-ing

To someone

Who'll find me

And bring back a love song

To me!



Briar Rose: Oh dear, why do they still treat me like a child. Owl: Who? Briar Rose: Why, Flora and Fauna and Merryweather. They never want me to meet anyone. [to the animals] But you know something? I fooled 'em. I have met someone! Owl: Who? Who? Who? [the animals get more and more excited as she tells the story] Briar Rose: Oh, a prince. Well, he's tall and handsome and ... and so romantic. Oh we walked together, and talked together, and just before we say goodbye, he takes me in his arms, and then ... I wake up. [the animals sink their heads] Briar Rose: Yes, it's only in my dreams. But they say if you dream a thing more than once, It's sure to come true. And I've seen him so many times!

Phillip: You know samson, There was something strange about that voice. Too beautiful to be real. Maybe it was a mysterious being, a wood sprite ... [Samson sees the animals running off with the clothes and neighs] There, stop!

Briar Rose: Oh, why, it's my dream prince! [See Note #2] [laughs] Your highness! No, I'm really not supposed to speak to strangers. But we've met before! [dances with her 'dream prince', singing]

I know you

I walked with you

Once upon a dream

I know you

The gleam in your eyes

Is so familiar a gleam



Briar Rose: And I know it's true

That visions are seldom all they seem

But if I know you I know what you'll do

You'll love me at once

The way you did

Once upon a dream



Briar Rose: But if I know you

I know what you'll do

You'll love me at once

[Phillip joins her singing]

Both: The way you did

[Briar Rose stops to sing, Phillip continues]

Phillip: Once upon a dream

Briar Rose: Oh? [turns around and sees Phillip] Oh! [tries halfheartedly to run off, but is held by Phillip] Phillip: I'm awfully sorry. I didn't mean to frighten you. Briar Rose: Oh it wasn't that. It's just that you're a, a ... Phillip: A stranger? Briar Rose: Hmm-hmm. Phillip: But don't you remember? We've met before! Briar Rose: We, we have? Phillip: Of course, You said so yourself: Once upon a dream! [sings]

I know you

I walked with you

Once upon a dream

I know you

The gleam in your eyes

Is so familiar a gleam



Choir: And I know it's true

That visions are seldom all they seem

But if I know you

I know what you'll do

You'll love me at once

The way you did

Once upon a dream



Phillip: Who are you, what's your name? Briar Rose: Hmm? Oh, my name. Why, it's, it's ... Oh no, no, I can't, I ... Goodbye! [runs off] Phillip: But when will I see you again? Briar Rose: Oh never, never! Phillip: Never? Briar Rose: Well, maybe someday. Phillip: When, tomorrow? Briar Rose: Oh no, this evening. Phillip: Where? Briar Rose: At the cottage, in the glen.

Fauna: Well, what do you think of it?

Flora: Why, it's a very unusual cake, isn't it? Fauna: Yes. Of course it'll be much stiffer after it's bake. Flora: Of course, dear. What do you think of the dress? Fauna: Well, it's not exactly the way it is in the book, is it? Flora: Well, I improved a bit! But perhaps if I added few more ruffolds? What do you think? Fauna: I think so. What do you think, Merryweather? Merryweather: [struggles out of the dress, which falls to pieces] I think we've had enough of this nonsense. I think we ought to think of Rose, and what she'll think of this mess. I still think what I thunk before. I'm going to get those wands. [going off] Fauna: You know, I think she's right. Merryweather: Here they are, good as new. Flora: Careful, Merryweather! Quick, lock the doors. Flora, you close the windows. Pluck up every cranny, We can't take any chances! And now, [to Flora] you take care of the cake, Merryweather: While I ... Flora: Clean the room, dear, And I'll make the dress. Well, hurry!

Merryweather: Come on, bucket, mob, broom, Flora says, clean up the room! [they immediately start to sweep everything clean] Flora: And now to make a lovely dress, fit the grace of fair princess. [works another sheet of pink cloth with her wand] Fauna: Eggs, flour, milk, [the ingredients come walking] just do it the way it's here in the book. I'll put on the candles. [the cake starts to bake itself]

Merryweather: Oh no, not pink. Make it blue. [she makes it blue] Flora: Merryweather! Make it pink. [she makes it pink] Merryweather: Blue. [makes it blue] Flora: Pink. [makes it pink] Merryweather: Blue. [this time Flora stands before the dress and gets blue herself]

Flora: Look what you've done! Fauna: Shh, listen! [we hear Briar Rose humming 'once upon a dream'] Merryweather: It's Rose! Flora: She's back, enough of this foolishness. Flora: [at the dress] Make it pink. [makes it pink] Now hide, quick. Merryweather: Blue. [makes it blue]

Briar Rose: And Flora,

Flora: Good gracious, who left the mob running? Merryweather: Stop, mob!

Briar Rose: And Flora, Fauna, Merryweather! Where is everybody? [sees dress and cake] Oh! Fairies: Surprise, surprise! Fauna: Happy birthday! Briar Rose: Oh you darlings, this is the happiest day of my life. Everything's so wonderful, just wait till you meet him. Fauna: Him? Merryweather: Rose! Flora: You've met some stranger? Briar Rose: Oh he's not a stranger, we've met before. Flora: You have? Merryweather: Where? Briar Rose: Once upon a dream! [starts singing, and dances with Fauna]

I know you

I walked with you

Once upon a dream ...

Fauna: She's in love. Merryweather: Oh no. Flora: This is terrible! Briar Rose: [startled] Why? After all, I am sixteen. Flora: It isn't that, dear. Fauna: You're already betrothed. Briar Rose: Betrothed? Merryweather: Since the day you were born. Fauna: To prince Phillip, dear. Briar Rose: But that's impossible! How could I marry a prince, I'd have to be ... Merryweather: A princess. Fauna: And you are dear! Flora: Princess Aurora. Tonight, we're taking you back to your father, King Stefan.

Briar Rose: But, but I can't! He's coming here tonight, I promised to meet him. Flora: I'm sorry, child, but you must never see that young man again. Briar Rose: Oh, no, no! I can't believe it. No, no!

Merryweather: And we thought she'd be so happy.

Stefan: [sighs] No sign of her yet, Hubert. Hubert: 'course not. Good half hour 'till sunset. [takes a bite] Ah, excellent bird! [looks at Stefan] Oh now, come on, wake up, battle's over, girl's as good as here. Stefan: I'm sorry, Hubert, but after sixteen years of worrying, never knowing ... Hubert: The past, all in the past. [claps his hands. The Lackey [See Note #1] arrives with a bottle of wine] Tonight, we toast to future with something i've been saving for sixteen years. [fills two glasses] Here, to the future! Stefan: Right, Hubert, to the future!

Hubert: Skumps!

Stefan: Skumps

Hubert: A toast to this knight

Stefan: The outlook is rosy

Hubert: The future is bright

Both: Our children will marry

Our kingdoms unite

Skumps, Skumps, Skumps!

Hubert: Ah, excellent vintage. And now, to the new home, ey? Stefan: New home? Hubert: Children need a nest of their own, what? Place to raise their little brood, ey? Stefan: Well, I suppose in time ... Hubert: Of course. To the home! Skumps!

Stefan: Skumps!

Hubert: A toast to the home

Stefan: One grander by far than

a palace in Rome

Hubert: Let me fill up your glass, That glass was all foam. Both: Skumps, Skumps, Skumps!

Hubert: [claps his hands] The plans! [servant holds a castle's plan in front of Stefan face] Well, what do you think? Nothing elaborate, of course. Forty bedrooms, Dining hall, Honeymoon cottage, really. Stefan: You mean, you're building it already? Hubert: Built man! Finished. The love-birds can move in tomorrow. Stefan: Tomorrow? But Hubert, they're not even married yet. Hubert: Take care of that tonight. To the wedding! Stefan: Now hold on, Hubert. I haven't even seen my daughter yet, and you're taking her away from me. Hubert: Getting my Phillip aren't you? Stefan: Yes, but ... Hubert: Want to see our grandchildren, don't we? Stefan: Of course, but ... Hubert: There's no time to lose! Getting on in years. To the wedding! Stefan: Now be reasonable, Hubert. After all, Aurora knows nothing about this. Hubert: Well? Stefan: Well, it may come as quite a shock ... Hubert: Shock? My Phillip a shock? [angry] What's wrong with my Phillip? Stefan: Nothing, Hubert. I only meant ... Hubert: Why, doesn't your daughter like my son Stefan: Now, now ... I'm not so sure my son likes your daughter! Stefan: Now, see here ... Hubert: I'm not so sure my grandchildren want You for a grandfather Stefan: Why, you unreasonable, pompous, blustering, old windbag! Hubert: Unreasonable, pompous ... [grabs a fish and holds it like a sword] En garde, sir! Stefan: I warn you, Hubert, this means war. [uses a plate as a shield]

Hubert: What's this all about anyway? Stefan: Nothing Hubert, absolutely nothing. Hubert: The children are bound to fall in love with each other. Stefan: Precisely. And as for grandchildren, I'll have the royal woodcarvers start work on the cradle tomorrow. Hubert: Splendid! King size, of course. Stefan: Certainly. To the woodcarver's guild!

Announcer: His royal highness, Prince Phillip Hubert: Phillip? [runs downward to meet him]

Hubert: Phillip! Phillip! Phillip, hold, Phillip! [Phillip holds, Hubert runs to him] Hurry, boy, hurry, and change in something suitable. Can't meet your future bride looking like that. Phillip: Well, I have met her, father. Hubert: You have? where? Phillip: Once upon a dream. [starts to sing, lifts his father and starts to dance with him] Hubert: Oh Phillip, stop it, stop that, why, Phillip, Put me down! [Phillip puts him down] Now, what's all this dream nonsense? Phillip: It wasn't a dream, father. I really did meet her! Hubert: Princess Aurora? Good heavens, we must tell Stefan! Why this is the most ... Phillip: I didn't say it was Aurora. Hubert: You most certainly did, you said ... Phillip: I said I met the girl I was going to marry. I don't know who she was, a peasant girl I suppose. Hubert: A peasant g-g-girl? You're going to marry a ... Why Phillip, you're joking! [to Samson] isn't he? [Samson shakes his head] You can't do this to me! Give up the throne, the kingdom, for some, some nobody? By Harry, I won't have it. You're a prince, and you're going to marry a princess! Phillip: Now father, you're living in the past. This is the fourteenth century. Nowadays ... Hubert: Nowadays I'm still the king, and I command you to come to your senses. Phillip: ... and marry the girl I love. Hubert: Exactly! Phillip: Goodbye, father! [rides off] Hubert: Goodbye, father! Marry the girl you ... No, no, Phillip, stop, come back, hold Phillip! Phillip! Oh, how will I ever tell Stefan?

Flora: All right, in here, dear. Merryweather: [closes the door and sighs] Flora: Lock the door, Merryweather! Fauna, pull the drapes! And now, dear, if you'll just sit here.

This one last gift, dear child for thee, the symbol of thy royalty. A crown to wear in grace and beauty, as is thy right, and royal duty.

Fauna: Now, dear. Flora: Come, let her have a few moments alone. [they leave the room] Merryweather: It's that boy she met. Fauna: Whatever are we going to do?

Merryweather: I don't see why she has to marry any old prince. Fauna: Now, that's not for us to decide, dear.

Fauna: Maybe we should tell King Stefan about the boy. Merryweather: Well, why don't we?

Flora: Listen! Maleficent! Fairies: Rose, Rose!

Flora: Oh why did we leave her alone? Fairies: Rose, Rose!

Fairies: Rose, Rose! Where are you? Rose!

Fairies: Rose!

Fairies: Rose! Don't touch anything!

Maleficent: Touch the spindle. Touch it I say!

Fairies: Oh! Maleficent: You poor simple fools. Thinking you could defeat me, me, the mistress of all evil. Well, here's your precious princess.

Fauna: Rose! Flora: Oh Rose! Oh, I'll never forgive myself. Fauna: We're all to blame!

Hubert: Stefan, there's something important I have to tell you. Stefan: Not now, Hubert. Hubert: But it's about Phillip. Stefan: Phillip, oh yes, of course, Phillip, why, where is the boy? Hubert: That's what i'm telling to tell you. Stefan: Well, send for him immediately! Hubert: But ...

Announcer: The sun has set, make ready to welcome your princess!

Fauna: Poor King Stefan and the Queen. Merryweather: They'll be heartbroken when they find out. Flora: They're not going to. Merryweather: They aren't? Flora: We'll put them all to sleep, until Rose awakens. Come!

Hubert: Well, just been talking to Phillip. Seems he's fallen in love with some peasant girl. Flora: Peasant girl? Yes, yes? The peasant girl, who is she? Where did he meet her? Hubert: Just some peasant girl he met. Flora: Where, where? Hubert: Once upon a dream. [finally falls asleep] Flora: Once upon a dr... Rose! Prince Phillip! [flies to Fauna and Merryweather] Come on, we've got to get back to the cottage!

Maleficent: Come in!

Maleficent: [lighting his face with a candle] Well, this is a pleasant surprise. I set my trap for a peasant, and lo! I catch a prince! [laughs] Away with him. But gently, my pets, gently, I have plans for our royal guest.

Fairies: Maleficent! Merryweather: She's got Prince Phillip! Flora: At the forbidden mountain. Fauna: But we can't, we can't go there! Flora: We can, and we must.

Maleficent: [talking to her raven] What a pity prince Phillip can't be here to enjoy the celebration. Come, we must go to the dungeon and cheer him up.

Maleficent: Oh come now, prince Phillip. Why so melancholy? A wondrous future lies before you. You, the destined hero of a charming fairy tale come true.

Maleficent: Behold, King Stefan's castle, and in yonder topmost tower, dreaming of her true love, the princess Aurora. But see the gracious whim of fate. Why, 'tis the self same peasant maid, who won the heart of our noble prince but yesterday. She is indeed most wondrous fair. Gold of sunshine in her hair, lips that shame the red, red rose. In ageless sleep she finds repose. The years roll by, but a hundred years to a steadfast heart are 'bout a day. And now, the gates of the dungeon part, and the prince is free to go his way. Off he rides on his noble steed ...

Maleficent: ... a valiant figure, straight and tall, to wake his love with love's first kiss, and prove that true love conquers all.

Merryweather: Why, you mean ...

Maleficent: Come, my pet. Let us leave our noble prince with these happy thoughts. [at the door] A most gratifying day.

Maleficent: For the first time in sixteen years I shall sleep well.

Flora: Shh, no time to explain.

Flora: Wait, prince Phillip. The road to true love may be barriered by still many more dangers, which you alone will have to face. So arm thyself with this enchanted shield of virtue and this mighty sword of truth. For these weapons of righteousness will triumph over evil.

Flora: Phillip, watch out!

Maleficent: Silence! [to her raven] You, tell those fools to ... [notices that he is now of stone] No! [sees Phillip escaping] No!

Flora: Watch out, Phillip!

Flora: Hurry, hurry, Phillip!

Maleficent: A forest of thorn shall be his tomb.

Born through the skies on a fog of doom.

Now go with the curse and serve me well,

Round Stefan's castle cast by spell!



Maleficent: [laughs]

Maleficent: No, it cannot be! [appears in front of Phillip] Now shall you deal with me, old prince, and all the powers of hell! [transforms herself into a huge dragon]

Flora: [above the prince] Hop! come this way

Maleficent: [laughs]

Flora: Now sword of truth fly swift and sure,

That evil die and good endure!

Stefan: Oh, ah, forgive me, Hubert, the wine ... Now, you were saying? Hubert: I was? oh yes, well, after all, Stefan, this is the fourteenth century. Stefan: Yes, you said that a moment ago. Hubert: Well, to come right to the point, my son Phillip says he's going to marry ...

Stefan: It's Aurora, she's here! Hubert: [wipes his eyes, mouth open] and Phillip!

Hubert: [to Phillip] What does this mean, boy? I don't ...

Hubert: But, but, ...

Hubert: [shakes his head] I don't understand

Flora: Why, Fauna, what's the matter, dear? Fauna: Oh, I just love happy endings. Flora: Yes, I do, too. [notices that Aurora's dress is blue] Oh, Blue? [swings her wand] Pink! [the dress changes to pink] Choir: I know you,

I walked with you

Once upon a dream

Merryweather: Blue! [the dress changes to blue] Choir: I know you,

The gleam in your eyes

Is so familiar a gleam



Choir: And I know it's true

That visions are seldom all they seem

But if I know you I know what you'll do



Choir: You'll love me at once

The way you did

Once upon a dream

