In a far away land of magic and mystery, an infant has been given the "gift" of obedience by her fairy godmother. The result is that she can't refuse any command, including one given to her years later by her dying mother dictating that she can't tell anyone about her condition.
Things then go from bad to worse when the now teenage Ella of Frell (ANNE HATHAWAY) learns that her father, Sir Peter (PATRICK BERGIN), is planning to marry Dame Olga (JOANNA LUMLEY). If it's not bad enough that he's doing so just for the money, her two daughters, Hattie (LUCY PUNCH) and Olive (JENNIFER HIGHAM), are mean and condescending toward Ella when not fawning over the dashing Prince Charmont (HUGH DANCY).
Ella isn't impressed by "Char" as his groupies refer to him, or the fact that he'll soon be crowned king. He'll soon be replacing his uncle, Sir Edgar (CARY ELWES), who now sits on the throne and has made many enemies among the elves, giants and ogres of the adjacent lands. Besides, she's concerned that Hattie has now discovered her weakness and is enjoying ordering her around.
Accordingly, Ella sets off to find her godmother, Lucinda Perriweather (VIVICA FOX), and convince her to remove the obedience spell. Her nursemaid Mandy (MINNIE DRIVER) decides to assist her by giving her Benny (JIMI MISTRY), her boyfriend she accidentally turned into a talking book, who will serve as her guide. As she sets off through the mysterious lands, she has encounters with the various inhabitants of the land, including Slannen of Pim (AIDAN McARDLE), an elf who wants to be a lawyer rather than entertainer as the king has dictated.
Following his rescue of Ella from a bunch of hungry ogres, Char joins them on their quest to find Lucinda. While doing so, he learns of the bad things his uncle has done, none of which sets well with Sir Edgar or his talking serpent assistant, Heston. From that point on, Ella hopes to find Lucinda and have her curse lifted, all while avoiding the various commands of others that could prove disastrous for her and her new friends.