Sora, Donald, and Goofy find themselves in a new world, a castle they've never seen before. Still, not everything is unfamiliar, as they hear the roar of the Beast nearby. They see a Shadow Heartless and pursue it to find a room with a glowing rose in a glass container. More Shadows show up, and though they try to fight them off, there are too many. Soon, the Beast shows up and gets rid of the remaining Heartless for them, but something is wrong with him, as he pushes them to the side and takes the rose without saying a word. They see Belle at the top of the east wing stairs, so they go to find her.
They find Belle in her room. She explains that she and the Beast haven't been getting along well recently. She tells them that if they want to help, they should find the secret basement where his servants are being detained. Along the way, they find a wardrobe blocking the door to the basement, but it suddenly springs to life. Sora is able to push her when she is asleep, but after moving her out of the way, she reawakens. She reveals that the Beast is actually a prince who was cursed by an enchantress as a punishment for his selfishness.
In the basement, they find a door being possessed by a Heartless. By defeating the Thresholder and exorcising the Possessor within, they are able to continue. On the other side of the door, they find that the rest of the Beast's servants have also been turned into household objects. They finish the Wardrobe's story: the curse also affected the servants, and it can only be undone if the Beast is able to love and be loved in return.
With the help of the servants, the gang escapes the basement and reaches the Beast's room in the west wing. They find him talking to a member of Organization XIII, specifically Number III. He tells the Beast not to trust Belle, saying that no one could ever truly love a hideous monster like him, and that he should rely on his anger to remain strong. When they confront him, the Organization member vanishes, and an enraged Beast attacks them. With the help of Cogsworth, one of the Beast's servants, they manage to subdue him.
After calming down, the Beast reveals that the Organization member's name is Xaldin. Goofy comes to the conclusion that the Beast must have locked his servants away to protect them, because he knew Xaldin would ignite rage within him. With some encouragement from Sora, the Beast decides to go apologize to Belle, but when they reach her room, they find only the Wardrobe, who says that she chased after Xaldin. They head to the ballroom, where they encounter a stronger Possessor Heartless called the Shadow Stalker. It attacks by possessing various objects in the room, but when Sora manages to drive it out of those objects, its chains break and it reveals its true form: the Dark Thorn. After destroying it, Xaldin briefly reappears to taunt them before vanishing. Sora and Goofy explain how Nobodies work to the Beast. They realize that, if he had listened to Xaldin and given in to anger, he would've become a Heartless; however, due to the strength of his heart, he would also have created a powerful Nobody that would serve Organization XIII. As the Beast apologizes to Belle, the rose turns out to be what Sora needs to open the gate to the next world, so they take their leave...
- Arc Hero: Beast is the Guest-Star Party Member for this world.
- Arc Villain: Although Xaldin is the primary antagonist, he only appears twice, and the real villain for this episode is the Possessor, who is fought thrice in different forms (as Thresholder in the dungeon, the later as Shadow Stalker in the ballroom, before evolving into Dark Thorn).
- Fighting Your Friend: Beast has to be fought and neutralized before he can join the party, as Xaldin has tricked him into thinking SDG are assassins.
- Gold Digger: Xaldin tells Beast that Belle is one, plotting to steal his castle and rose and have him killed. When Sora's party shows up, Xaldin even states they're assassins sent by Belle.
- O.O.C. Is Serious Business: Beast has everyone locked up, won't talk to Belle, and attacks Sora's party when they're in the way of his rose. Turns out he's being gaslighted by Xaldin to make a Heartless and Nobody out of him.
