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once upon a time in medevel france in a shiny castle lived Prince Adam he had everything his heart desired allthough the prince was spolied selfish and unkind one cold winters night an old begger woman came to the castle to offer the Prince a rose  exchange for shelter from the bitter cold deceived by her haggard appearance the Prince sneered at the gift and turned the old woman away but she warned him not to be deceived by appearance for true beauty lies with in and when he dismissed her again the old womans uglyness melted away to reveal a beautiful enchantress the Prince tried to apologize but it was too late for she saw no love in his heart as punishment she transformed him into a hideous beast and bewitched his castle transforming his servents into objects to break the spell he must learn to love another and earn their love in return and the spell will finally be broken  if not he will remain a beast forever in a near by village a woman named Belle is walking in the town greeting folks who find her odd and she buys a book from the bookseller meanwhile Popeye Olive Oil and Wimpy arrive in france and look around the village but they hear a gunshot from the local town hero Gaston with his lackey Lefou Gaston however has a crush on Belle and walks off to meet her he also attracts a girl trio called the Bimbettes but has no interest in them after the singing is over Popeye Olive Oil and Wimpy meet Belle and befriend her but Gaston walks up to them and talks with Belle wanting her to pay attention to him but unknown to the both of them Bluto arrives in france and watches Gaston hoping to use him as an allie  against his rival Popeye meanwhile Belle interdouces Popeye Olive Oil and Wimpy to her father Maurice whom is an inventor aftert finishing his latest invention he goes on the horse Phillip to the fair but gets lost in the woods bats fly out of a tree and Phillip runs away and Maurice is attacked by a pack of vicoius flesh eating wolves but escapes them by entering a dark dreaded castle inside he meets Lumiare the candle and Cogsworth the clock and Footstool Mrs Potts the teapot and Chip the teacup but a huge vicouis Beast locks Maurice in the cold dungeon cell meanwhile back in the village Gaston has a wedding proposed for him and Belle he enters the cottage and speaks to Belle about his marraige fatherhood dogs and children who he will train to grow up and be hunters and later he ask Belle to marry him but she refuses and sends Gaston flying out the door and into the mud and Lefou ask him how it went Gaston gets angry and refuses to give up he still wants Belle for his wife after seeing what happened Bluto decides to go cheer Gaston up because they both got the same problem afterwards Belle wishes to find somebody who understands her but Phillepe returns without Maurice he takes Belle Popeye Olive Oil and Wimpy to the dark dreaded castle they enter the castle and look for Maurice they find him in a cold dungeon cell but the Beast catches them  and Belle ask him  to release her father trading her freedom for his freedom and Popeye Olive Oil and Wimpy decide to stay with Belle the Beast releases Maurice and sends him back to the village and Lumaire suggest to the Beast that he should let them have a comfortable room and he does letting them out of the cell and warning them not to enter the west wing and to join him for dinner meanwhile at the village in the tavern Gaston is depressed for being rejected by Belle and Bluto enters the tavern and joins Lefou and the Cronies in a song cheering up Gaston afterwards Gaston makes Bluto his new buddy and offers him some beverages but Maurice stroms in  and begs the Cronies to save Belle Popeye Olive Oil and Wimpy from the beast but they dont believe him insead they toss him out in the blizzard and call him crazy afterwards Gaston becomes a villain and has a scheme on black mailing Belle into marrying him and Bluto preticpates knowing it includes Popeye meanwhile back at the castle Mrs Potts offers tea to Belle Popeye Olive Oil and Wimpy but they refuse to join the Beast for dinner and the Beast clearly states that of they do not eat dinner with him than they do not eat dinner at all later Belle grows hungry so does Popeye wandering if there might be spinach in the kitchen and Wimpy hungers for hamburgers they enter the dinner table and Lumiare entertains them after dinner they explore the castle but enter the forbidden area the west wing they look around the west wing but the Beast frightens them out afterwards they decide to leave the castle and head out on Phillipe and into the woods but the wolves attack them and the Beast fights the wolves and defeats them but is badly wounded so they take the Beast back to the castle and attend to his wounds meanwhile at the village in the tavern Gaston Lefou and Bluto meet a greedy sinister assylum owner named Monseur Darque and ask him to throw Maurice along with Popeye and Wimpy into the assylum unless Belle agrees to marry Gaston and Olive Oil agrees to date Bluto Monseur Darque loves their plans and agrees to do it and Maurice unaware of Gastons plans packs his stuff and heads out to rescue them and Gaston Lefou and Bluto enter the cottage seeing that they are not in there so they leave Lefou to keep watch and head out on the madhouse coach meanwhile back at the castle Belle is playing in the snow and Popeye has a snowball fight with Wimpy and Olive Oil and the Beast is now a good guy and offers Belle his books in his library meanwhile Popeye Olive Oil and Wimpy help the objects tidy the castle up and Belle and the Beast have a romantic ballroom dance and the Beast allows Belle to see her father who is stranded in a snowstorm and she goes to save him and he allows her to take the mirror with her to remember him by and allows Popeye Olive Oil and Wimpy to accompany her and they do they exit the castle on Phillip and and rescue Maurice and take him home and nurse him back to health and Lefou sees their return and leaves to tell the rest and Chip has stow away with them but Monseur Darque arrives at the cottage with angry mob ordering them to throw Maurice in the assylum and Bluto arrives with henchmen who seize Popeye and Wimpy and Gaston watches how things are going according to his plan and he tells Belle that he will call the whole thing off if she agrees to marry him but still refuses knowing this was his idea and Bluto tells Olive Oil that he will save Popeye and Wimpy if she dates him but also refuses knowing that he helped Gaston out on it Belle proves her father sane by revealing the existance of the Beast in the mirror and tells everyone how kind the Beast is but Gaston is jealous  knowing that Belle is in loved with Beast instead of him he convences the town that the Beast is a monster and has Belle Maurice Popeye Olive Oil and Wimpy locked in the celler and Bluto joins Gaston Lefou and the Mob as they light torches and head out into the woods and chop  down trees and head for the castle meanwhile Lumiare Cogsworth and Mrs Potts spot them at the draw bridge and round up the other objects for battle the mob enters the castle and battles the objects but gets beaten by them and Gaston runs up stairs to find the Beast and Bluto follows him and Chip frees Belle Maurice Popeye Olive Oil and Wimpy from the celler and they head for the castle and Wardrobe jumps on a man and Mrs Potts pours hot tea on the villagers and Lefou tries to melt Lumiares face with a torch but Cogsworth slides down the railing and pokes Lefou in the butt with scissors  and Lefou and the Mob chase Footstool around the castle but the Stove is turned on laughing evily which frightens Lefou and the Mob out and the objects won the battle but Gaston finds the Beast in the west wing and fires an arrow into him and pushes him out the window provoking him to fight back he grabs a spiked club ready to hit the Beast with it but Belle Maurice Popeye Olive Oil Wimpy Chip and Phillip return and the Beast grabs the club and battles Gaston on top of the castle and Popeye battles Bluto on top as well and the Beast grabs Gaston by his throat threating to throw him off the roof and Gaston pleads for mercy and the Beast spares his life and warns to never return to his castle and is reuinted with Belle but instead of admitting defeat Gaston stabs the Beast in the back but loses his ballance and falls off the castle to his death and Popeye eats spinach and knocks Bluto out of the castle and into a far away place but the Beast is badly wounded and dies and Belle starts crying so does Popeye Olive Oil and Wimpy and Lumiare Cogsworth and Mrs Potts and Belle tells the Beast that she loves him which breaks the spell the Beast is changed back into Prince Adam and the demon statues are holy angels again the objects are human once more and the castle is no longer bewitched and Belle marries Prince Adam and lives happily ever after and Popeye Olive Oil and Wimpy head back home the end

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