Ella is startled by an old beggar woman crouching in the corner of the courtyard who asks for a bit of nourishment. Despite her own misery, Ella kindly offers the woman a bowl of milk. To Ella's great surprise, the old lady transforms into a shimmering fairy and introduces herself as Ella's fairy godmother (Helena Bonham Carter). The fairy godmother wastes little time in transforming a pumpkin, Ella's mouse friends,a goose, and some lizards into a spectacular carriage, four while horses, a coachman, and footmen, respectively. Ella's ragged pink dress is spruced into a magnificent blue ball gown, and her worn-out shoes are replaced with a stunning pair of glass slippers. Ella is dumbfounded by her change in luck and is most grateful, but is warned by her fairy godmother that the spell will be broken at the last stroke of midnight and all will be as it was before. Ella promises to be home in time, and is sent off to the palace after receiving a charm that will prevent Lady Tremaine and the stepsisters from recognizing her.
The ball is just underway as Ella arrives, with scores of princesses being introduced to the Prince and the King. When Ella appears on the ballroom balcony, the assembly goes silent and Kit recognizes the girl from the woods at once. He asks her for the first dance, which she gladly accepts, and the party officially begins. While Lady Tremaine sends her daughters into the fray to compete for the Prince, Kit and Ella sneak away to the castle grounds. Realizing that Kit is, of course, the Prince, Ella is a bit shocked, but upon getting to know him, sees he is an honest and caring man. He speaks of his inner conflict between pleasing his father, whom he loves and respects, and pursuing his own ambitions. Though having a marvelous time with Kit, Ella notices the clock beginning to strike twelve and hastily excuses herself. In her rush to leave the palace before the magic wears off, she loses one of her glass slippers on the palace steps. Kit sends the royal guard after her, determined to find out who she is, but Ella's goose coachman manages to evade them. At the last stroke of midnight, Ella's dress, coach, and attendants all return to their normal forms, although her one remaining glass slipper remains intact. She walks the rest of the way home, still giddy from her magical evening.
When her stepfamily finally arrives home, Ella is still in a wonderful mood as the stepsisters talks of the beautiful "mystery princess" who stole the show at the ball. Lady Tremaine is angry after overhearing the Grand Duke say that the Prince was already promised to the Princess of Zaragosa, so the whole ball had been for naught. She is also suspicious as to why Ella is so cheerful after such a supposedly unpleasant evening alone at the house.
The King is nearly dead, and finally gives Kit his blessing to marry for love, encouraging him to find the beautiful girl from the ball. Kit thanks his father and bids him a tearful farewell. Once made king, Kit immediately sends his men out to find the mystery princess so that he may marry her. All eligible women in the kingdom try on the glass slipper that Ella left behind on the palace steps, but it fits none of them.