On a cold winter night, an old beggar woman comes to a young spoiled prince's castle, offering him a single rose in return for shelter from the cold. But the prince turns her away solely for her appearance. The old woman warns him not to be fooled by appearances, as true beauty lies within, only to be rejected again. She then transforms into a beautiful enchantress and turns the prince into a hideous Beast and his servants into various household objects. She gives him the rose to use as an hour-glass. The only way he can break the spell is to learn to love another and earn her love in return by the time the last petal falls ("Prologue").