Once upon a time in a faraway land, an Enchantress turns a cruel, unfeeling Prince into a hideous Beast. To break the spell, the Beast must learn to love another and earn her love in return before the last petal falls from an enchanted rose.

Ten years later, in a small village far below the Beast's castle, a beautiful and intelligent young woman, Belle, yearns for adventure ("Belle"). On his way to show his invention at a fair, Belle's father, Maurice, gets lost and seeks shelter in the Beast's castle. Enchanted servants - Cogsworth, Lumiere, Babette, Mrs. Potts and Chip - try to make Maurice comfortable, but the Beast imprisons the intruder.

Meanwhile, back in town, Gaston, the village brute, proposes to Belle, to the dismay of Les Filles De La Ville, who fawn over him. Belle turns Gaston down ("Belle - Reprise"). When Belle notices Gaston's sidekick, LeFou, wearing her father's scarf, Belle runs off to search for him. Belle finds her missing father at the castle and offers herself in exchange for his freedom. The Beast agrees, sending Maurice back to the village, and then escorts Belle to her bedroom, where she considers what she has done ("Home"). Seeing their guest forlorn, Mrs. Potts and Madame de la Grande Bouche comfort Belle ("Home - Tag").

In the village tavern, Lefou and the Villagers try to lift Gaston's spirits ("Gaston"). When "crazy old" Maurice barges in claiming that he has seen a Beast, Gaston and Lefou form a plan to win Belle ("Gaston - Reprise").

At the castle, the servants coach the Beast on how to act like a gentleman. When Belle refuses to accept the Beast's invitation to dinner, he loses his temper and tells her to starve. However, Lumiere and the SERVANTS offer Belle an extravagant feast anyway ("Be Our Guest"). After, Cogsworth gives Belle a tour of the castle and she wanders off into the forbidden west wing. The Beast discovers her there and loses his temper, which causes the frightened Belle to flee the castle.