It is a time of celebration at Disneyland for it is the 55th anniversary of Mickey and Minnie's relationship. After the park closes for the evening, Winnie the Pooh, Tigger and many other characters come out to celebrate the happy occasion.
Unbeknownst to them, however, Queen Grimhilde, in her Castle of Sorrow, dislikes the idea of happiness and asks the Magic Mirror, "Magic Mirror On the Wall, tell me who dares to be more full of happiness than me." The Magic Mirror informs her of Mickey and Minnie's celebration, displeasing her. She plans to end their happiness before midnight.
Meanwhile, Mickey and Minnie make plans of their own: to celebrate their occasion, they would do so with a big dress ball, with a special guest — Prince Charming, who has been searching for his true love. Cinderella is pleased to go to the ball, but her jealous stepsisters, Anastasia and Drizella will not stand for it, so they destroy her dress and leave her to clean up the mess they make. However, her Fairy Godmother appears to fix everything, by instantly cleaning up the mess and by turning Cinderella's old dress into a brand-new, more beautiful gown and a pumpkin into a magnificent coach with which for her to get to the ball on time.
In her castle, meanwhile, the Queen is working to come up with a spell to turn happiness into misery. She finally decides on enchanted ruby amulets to do the trick and summons a pair of ravens. She puts an amulet around each of their necks and dispatches them to test the amulets' powers on the first victim they find.
Mickey and Minnie plan to invite the Three Little Pigs to the ball as well, and they drive off in Goofy's jalopy to do it, but the pigs are hesitant, because they are being threatened by the Big Bad Wolf. Fiddler Pig takes refuge in his house of straw, then in Fifer Pig's house of sticks, and finally, Practical Pig's house of bricks, as the first two houses fall victim to the wolf's blowing them down, but when the wolf reaches the Practical Pig's brick house with a machine, the Queen's ravens arrive and use the amulets around their necks to put the wolf under their spell.
The ravens bring the now-terrified Wolf before the Queen, who then asks the Magic Mirror confidently of her plans to eradicate the two mice's happiness, only to be threatened by more bad news of not one, but two more happy couples: Donald and Daisy Duck, and Prince Charming and Cinderella, so the Queen sends the ravens to the ball to ruin their joy for good.
The ball begins with a grand parade. No sooner do Mickey, Minnie and the prince arrive than Cinderella's own arrival steal the heart of the prince. The ball commences, but it is short-lived, for as the clock strikes midnight, the Queen's spell is cast, suspending everything in time. Then the ravens arrive and kidnap the ladies, and Goofy along with them. When the spell wears off and everyone comes out of their trance, Mickey, Donald and Charming not only find their respective ladies vanished, but everything happy turned to sorrow. Cinderella's Fairy Godmother then appears to inform them of the whereabouts of the ladies in the Queen's Castle of Sorrow, so they all set off on their journey to save the day.
In a dungeon at the Castle of Sorrow, Minnie, Daisy, Cinderella and Goofy are all imprisoned. The Captain of the Guards torments them, at the expense of Goofy in particular. The captain then knocks himself out against the cell door and the prisoners try to flee after they swipe his keys, but Goofy's progress is a bit too loud for them to go any further before the aroused Queen has her guards put the four back in their cell, whereupon the Queen freezes them in a solid block of ice, so they can never ever escape again. She then turns back to the Magic Mirror to ask of her plan. Alas, the mirror only provides still more bad news: Mickey, Donald and Charming are nearing the castle as they head through the Forest of Mystery, so the Queen sends her guards and the Big Bad Wolf to eliminate the heroes, but the heroes defeat the guards easily, with Donald surprisingly providing much of the victory. However, the Wolf goes to warn the Queen of the heroes' arrival. She then summons the Dragon of the Double Doom to help her do in the heroes once and for all.
Mickey Mouse does battle against the Evil Queen, Donald Duck against the Wolf and Prince Charming against the dragon. When the prince slices the dragon in half, two more replace it. At this sight, Donald blacks out. In doing so, however, he completely vanquishes the Wolf. The prince, redoubling his efforts, quickly eliminates both demons. Mickey, meanwhile, still has his gloved hands full with the Queen, who keeps eluding him. Soon, Mickey spots several flashlights, which eliminate the Queen, but the three heroes still have the problem of freeing the prisoners from the tomb. Cinderella's Fairy Godmother arrives to provide the solution: only the power of love can melt the ice. So the prince sings of his love for Cinderella. In doing so, the icy cage glows warmly and brightly until the ladies and Goofy are finally broken free!
They do not have much time to greet each other, for Disneyland is due to open again very soon, so they quickly return to Disneyland for an even bigger celebration - the triumph of good over evil.
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