Cinderella's Fairy Godmother (Whitney Houston) explains that nothing is impossible in this magical, mystical realm. In the village, Cinderella (Brandy) struggles under the weight of the numerous gaudy purchases of her imperious Stepmother (Bernadette Peters) and her spiteful and envious stepsisters Minerva (Natalie Desselle-Reid) and Calliope (Veanne Cox). Cinderella's imagination wanders ("The Sweetest Sounds"). Disguised as a peasant, the Prince (Paolo Montalban) strolls through the marketplace. Cinderella is nearly crushed by the royal carriage, searching for missing royalty, but she is saved by the Prince's heroic intervention and is immediately charmed by his sincere, direct nature, just as he is drawn to her naive honesty and purity. Her Stepmother scolds Cinderella, and the Prince reluctantly returns to the palace.
Upbraided by his frantic loyal valet Lionel (Jason Alexander) for his clandestine venture into the village, the Prince tries to explain his sense of isolation and sadness. His parents Queen Constantina (Whoopi Goldberg) and King Maximilian (Victor Garber) are making preparations for a ball where he is to select a suitable bride from all the eligible maidens in the kingdom. The Prince wishes to fall in love the old-fashioned way, but his parents dismiss this, and Lionel is dispatched to proclaim that "The Prince is Giving a Ball." Meanwhile, the Stepmother, determined to see one of her graceless, obnoxious and self-indulgent daughters chosen as the Prince's bride at the ball, plans their big night. Cinderella wonders if she, too, might go to the Prince's ball. Finding the idea humorous, Stepmother reminds Cinderella of her lowly station and warns against dreams of joy, success and splendor. Disappointed, Cinderella dreams of a world away from her cold and loveless life ("In My Own Little Corner").
Using his diplomatic skills, Lionel offers a compromise between the Prince and his parents: if a fitting bride is not selected at the ball, then the Prince may seek his true love in his own way. At the same time, thinking about her own lost opportunities, Stepmother drills itchy Minerva and snorting Calliope on royal etiquette and tricks to impress the Prince, vowing that one of them will snare him. As Cinderella questions the meaning of love and romance, Stepmother reminds the girls that going to the ball has nothing to do with finding love, but everything to do with getting a husband by any means necessary ("Falling in Love With Love"). Stepmother, Minerva, and Calliope depart for the palace in their garish gowns.
Responding to Cinderella's tears, the beautiful Fairy Godmother appears and encourages Cinderella to start living her dreams ("Impossible"). She transforms a pumpkin into a gilded carriage, rats into footmen, mice into regal horses and adorns Cinderella in a gorgeous gown, a bejeweled tiara and glass slippers. The Fairy Godmother cautions Cinderella that magic spells have time limits, and so Cinderella must leave the palace before the stroke of midnight. Cinderella finally begins to believe "It's Possible". At the ball, Lionel dutifully delivers eligible maidens to the Prince on the dance floor, and Stepmother fiendishly schemes behind the scenes on behalf of her daughters. The Prince is unimpressed by Minerva, who breaks out in an itchy rash, and Calliope, who snorts uncontrollably at everything the Prince says.
Cinderella appears at the top of the staircase, and the Prince has eyes only for her. Soon they are waltzing together ("Ten Minutes Ago"), as the "Stepsisters Lament" over their bad luck. The King and Queen are intrigued by this mysterious princess. Embarrassed by questions about her background, Cinderella escapes to the garden in tears, where Fairy Godmother magically appears for moral support. Reunited again, Cinderella and the Prince wonder, "Do I Love You Because You're Beautiful?" Just as they share their first kiss, the tower clock begins to strike midnight. Cinderella flees, leaving behind a single clue on the steps to the palace: a sparkling glass slipper.
Stepmother and the Stepsisters return home telling exaggerated stories about their glorious adventures with the Prince. They speak in envious tones of a mysterious "Princess Something-or-other" who, they concede, also captured the Prince's attention. Cinderella "imagines" that her evening at the ball was "A Lovely Night". Stepmother coldly reminds Cinderella that she is common and should stop dreaming about a life she will never have. In the face of such cruelty, Cinderella decides to leave and goes to her room to pack her meager belongings. Her Fairy Godmother advises her to share her feelings with the Prince.
Meanwhile, Lionel and the heartbroken Prince seek the maiden who lost the glass slipper, but none of the endless supply of eligible female feet in the kingdom measure up. The Prince and Lionel finally arrive at the Stepmother's cottage. The daughters and even Stepmother try to fit their feet into the delicate slipper, but to no avail. As the dispirited Prince prepares to leave, Cinderella looks into the eyes of her Prince standing beside her. He recognizes her and, knowing that he has finally found his true love, places the slipper on her foot: it fits, much to the dismay of the Stepmother, who screams "No!" and faints in her daughters' arms.
Cinderella and the Prince marry under the approving eye of King Maximilian and Queen Constantina. Fairy Godmother blesses the couple with the message that "There's Music in You" as they are cheered by their joyful royal subjects. The gates of the palace slam shut on the Stepmother and stepsisters, left outside as the Prince and his new Princess start their lives of "happily ever after".
- Brandy Norwood – Cinderella
- Whitney Houston– Fairy Godmother
- Paolo Montalban – Prince Christopher
- Bernadette Peters – Cinderella's stepmother
- Natalie Desselle-Reid – Minerva, Cinderella's stepsister
- Veanne Cox – Calliope, Cinderella's stepsister
- Whoopi Goldberg – Queen Constantina, the Prince's mother
- Victor Garber – King Maximilian, the Prince's father
- Jason Alexander – Lionel, the Prince's Butler and Valet
- Originally, Houston was meant to play Cinderella, but by the time it was able to be filmed she was 33, married, a new mother, and consequently didn't feel very much like Cinderella. She suggested Brandy play the role instead, who accepted on the one condition that Houston play her Fairy Godmother because she was Brandy's idol in real life.
- Brandy, Houston, and Desselle-Reid were the first African-American actresses to play the roles of Cinderella, the Fairy Godmother, and one of Cinderella's stepsisters respectively.
- Three of the songs were not made for the original stage version of Cinderella, nor were they written straight for this adaptation. Instead, two of them were from two different musicals, and one was from an MGM film. "The Sweetest Sounds" was originally from No Strings, "There's Music in You" was from the 1953 film Main Street to Broadway, and "Falling in Love with Love" was from The Boys from Syracuse.
- The date of Whitney Houston's death was the same as that of Brandy Norwood's 33rd birthday, February 11, 2012.
- Paolo Montalban, whose debut role was Prince Christopher, reprised the role in specific productions.
- The ball gown that Cinderella wears is similar to what Tiana's princess costume would look like in The Princess and the Frog.
- "Step Sisters Lament" and "A Lovely Night" are the only songs in Cinderella with a timpani cartoon sound effect.
- During the production, the producers were so impressed by choreographer Rob Marshall, that they decided that he would direct their next project, Annie.