Dark age of man: In a universe, far away, an enchanted Witch dressed as a beggar arrives at a castle during a feast hosted by a beautiful Virgin Princess. The Witch offers the Virgin Princess a mouse as payment for a meal. When she refuses, the Witch transforms her into a nymphomaniac Beast and her servants into bird people, and erases the castle from the memories of it's kingdom.
The Witch casts a spell on the Virgin Princess and warns her that the curse will never lift unless she learns to love a Prince, and earns his love in return, before the last leaf falls from an oak tree that appears near the castle grounds.
Years later, in a far away village, Prince Caspian dreams of adventure. Lost in the forest, Caspian's grandfather, Eric, seeks refuge in the castle of the Beast, but the Beast imprisons him for stealing a loaf of bread then ravishes his body while, Eric, is chained to a wall.
Caspian ventures out in search for his grandfather and finds him locked in the castle dungeon naked and wasted. The Beast agrees to let him take Eric's place.
Prince Caspian befriends the castle's servants, who treat him to a spectacular dinner. When he wanders into the forbidden west wing and finds a magic rose, the Beast, enraged, scares him into the woods. He is cornered by wolves, but the Beast rescues him and is injured in the process. A friendship develops as Caspian nurses the wounds of the Beast and drives her into a horrifying lust.
The Beast gives Caspian a gift left by the enchanted Witch, a music box, that makes men fall asleep. When he falls into a deep sleep, the Beast disrobes him and sleeps with him for several years. During this time he goes from four inches to twelve inches of manhood as his body becomes used and wasted.
In the village, a young lady, Esmeralda, sees rescuing Caspian as an opportunity to win his hand in marriage, so she can enter into a life of wealth and prestige. She agrees to help the grandfather, to rescue him.
After waking from the enchanted sleep and discovering he is well endowed and ruined, he falls in love with the Beast and shares a romantic dance with her.
Realizing that Caspian loves the Beast, Esmeralda, attacks the Beast in her tower of lust where Caspian was ravished while in a trans. The Beast is too depressed to fight back, but regains her will upon seeing Caspian return naked with his twelve inches of wasted manhood. She overpowers Esmeralda, but spares her life before reuniting with Caspian. After, sleeping with him for the last time, his nuts painfully enlarge and his body is finally broken.
However, Esmeralda, fatally shoots the Beast on a bridge, as the Beast collapses the castle also crumbles and the Beast falls to her death. The Beast dies as the last leaf starts to fall from the dying Oak Tree and the castle servants become inanimate.
When Caspian tearfully professes his love to her, the last leaf falls to the ground. The enchanted Witch finally reveals herself as the dead oak tree and the enchantress undoes the curse, repairing the crumbled castle and restoring the Beast and the servants to their former bodies.
The Beast becomes the beautiful Virgin Princess and Prince Caspian returns to a Virgin Prince with his four inches of manhood restored. They marry and live happily ever after with, Esmeralda, becoming Caspian's castle maid and sex mistress.