Benny the Beast, Captain Leo Lionheart, Johnny the Lion, and the El Arca Big Six have gone back in time to the 14th century and the kingdom of King Stefan and Queen Leah on the day of the christening of their new born daughter, Aurora. During the celebration, the three good fairies, Flora, Fauna, and Merryweather, arrive as requested of the King to be the godmothers of the baby princess. Flora and Fauna grant the princess the gifts of beauty and song, respectively, but before Merryweather could bestow her gift, the evil sorceress Maleficent storms into the castle. Furious at not being invited, Maleficent casts a spell on the princess: Before the sun sets on her sixteenth birthday, she will prick her finger on the spindle of a spinning wheel...and die! After Maleficent vanishes, Merryweather is able to alter the curse so that Aurora will not die, but will simply fall into a deep sleep until awakened by true love's kiss.
After the celebration, King Stefan orders every spinning wheel in the kingdom to be burned. Knowing that a bonfire won't be enough to stop Maleficent's curse, Benny, Leo, Johnny, and the El Arca Big Six go to the fairies and offer their assistance. The twelve of them agree that to keep the princess safe, she must be hidden. They take her to an abandoned woodcutter's cootage deep in the forest and raise her as their own. On her 16th birthday, Aurora, under the name Briar Rose, is escorted by Leo, Kairel, Bruma, and Panthy into the forest to pick berries. During which, she meets and falls in love with a young man that no one seems to recognize as Prince Phillip.
Meanwhile, Benny, Johnny, Xiro, Dagnino, and Teresa stay behind at the cottage to help the fairies set up for the birthday party. Realizing that the mortal way isn't working out well, Merryweather convinces Flora and Fauna to use their magic wands to bake a cake and make a dress while everyone else finishes cleaning up the cottage. Aurora, Leo, and the other girls return just as they finish up. Aurora is pleasantly surprised until it is revealed to her that she is a princess engaged to Prince Phillip.
Prince Phillip, who had also not recognized Princess Aurora (or for some reason didn't remember Leo, Panthy, Bruma, and Kairel), arrives at King Stefan's castle to tell his father, King Hubert, the news that he met the girl he wants to marry. King Hubert is shocked and dismayed to hear that his son is marrying a "peasant girl." Phillip then races back into the forest to meet her again before Hubert could talk him out of it.
Meanwhile, Benny, Leo, Johnny, the El Arca Big Six, and the fairies escort Princess Aurora back to her father's castle. Aurora is still very sad about having to leave before meeting "the young man" again, so everyone gives her time alone. Leo, Benny, and their friends take the time to research a tapestry that they saw 16 years earlier. After they find their answers, they rejoin the faries just in time to see Aurora following Maleficent up the stairs of a dark tower. They race to follow her as fast as they could, but by the time they reach her it is too late.
Mourning over the sleeping beauty, Leo is ready to admit defeat. But a pep talk from Benny, Xiro, and Johnny gives him new hope that Aurora will be awakened from her enchanted slumber. While the fairies put the entire kingdom to sleep, Flora listens to some gossip from a drowzy King Hubert and realizes that Prince Phillip was the boy Aurora had met in the forest. The fairies race back to the cottage with Xiro, Dagnino, Teresa and Johnny riding on Dialga (Xiro's Pokémon partner from Sleeping Lioness) and everyone else riding on Benny. They get there to find out that once again they are too late. Maleficent has already kidnapped Prince Phillip, but Benny and Flora know exactly where she took him: To the Forbidden Mountain. Working together, they break into Maleficent's domain and free Prince Phillip. Flora grants Phillip the Sword of Truth and the Shield of Virtue, and then grants magic garments of champions to the El Arca Big Six, and swords of knowledge, wisdom, and courage to Benny, Leo, and Johnny.
With the help of the heroes and the fairies, Prince Phillip escapes from Forbidden Moutain and heads right toward Stefan's castle. Maleficent thwarts their attempts to reach the kingdom with bolts of lightning and a forest of thorns, but they surmount every obstacle. Maleficent then flies ahead of them and transforms into a ferocious fire-breathing dragon. Combining the powers of their weapons, the heroes blind her long enough for Prince Phillip to lung his sword right into her heart. Maleficent takes one last strike and then falls to her death.
Afterward, Phillip races into the tallest tower of the castle and up to the highest room where he awakens Princess Aurora with true love's kiss. Simultaneously, everyone else in the kingdom wakes up as the sun rises on a new day. The fairies and the heroes watch happily as Princess Aurora is reunited with her parents for the first time in over a decade and a half before they head off on their next adventure through time.
- This movie is inspired by the LionHeart Fantasy Films movie crossover and parody of Walt Disney's Sleeping Beauty, Sleeping Lioness.
- This is the only episode that does not feature Rae as herself or the voices of the El Arca girls.
- Some of the backgrounds for the new animations are reused from the special edition of Sleeping Lioness.
- When Maleficent makes her appearance, Leo asks how she escaped the Containment System. Benny explains that this was the past Maleficent, therefore she has not become a ghost yet nor does she remembers them. This skit references to Alex's Adventures With The Real Ghostbusters: The Halloween Door.
- Just before Leo and the others go to tell King Stefan and Queen Leah of their plan, Leo notices a tapestrey that features the likenesses of Benny, Leo, Johnny, and the whole crew. The tapestry does foreshadow that a future event will happen with them and Maleficent.
- Throughout the sixteen years that the crew had spent in the 14th Century, they do not appear to have aged. This is because Benny, Leo, Johnny, and the El Arca Big Six are enchanted by the Spell of Cartoon.
- When Merryweather and Flora fight over the color of the dress, Benny, Johnny, Xiro, Daginino, and Teresa duck in different parts of the room and get zapped by the blasts of magic. Their fur and clothing is made pink and blue. But with the snap of Xiro's finger, everything is back to normal.
- When the crew returns to King Stefan's castle, Johnny says that he's got a bad feeling and it doesn't involve Xiro's cooking this time. Benny agrees with him and says that maybe they should've waited until after sunset, to avoid the evil prophecy which Maleficent had told them of 16 years ago. They leave Aurora to have some time alone. While the fairies wait outside, Benny, Leo, Johnny, and the others go to the library to do research on the tapestry that Leo saw 16 years before. After looking through every book in the library, they find nothing. The last book Leo pulls up is a book containing the accounts of King Tobin. He reads of something in which Tobin said of a vision in which three champions from the future (Benny, Leo, and Johnny), and six anthropomorphic animals (Xiro, Dagnino, Kairel, Bruma, Panthy, and Teresa) arrive. The book says that these heroes will use their weapons to fight the Dark One (who is Maleficent).
- During their efforts to escape Maleficent's lair, Leo mentions something that is an allusion to the movie Ghostbusters. He says to never cross the magical blast streams on the swords. During the final battle with Maleficent, Leo says that they will cross the streams to blind Maleficent. They do so, giving Prince Phillip just enough time to throw the Sword of Truth and slay Maleficent.
- The Good Fairies give the crew their new battle garbs. These garbs will be used again in later movies.