When Fella's father dies, he continues to live with his wicked stepmother Emily and her two sons, Maximilian and Rupert. His stepfamily takes over the family mansion, while Fella is reduced to living in an unfinished room at the end of a long hallway. He has essentially become their butler, catering to their every whim.

Fella dreams nightly that his father is trying to relay a message to him about where he has hidden his fortune, but he always awakens before he learns the hiding place. His stepfamily knows of this secret fortune and some go to great lengths to discover its whereabouts, while others pretend to befriend him in order to wrangle Fella's fortune away once it is found.

Princess Charming of the Grand Duchy of Morovia is in town, so the stepmother decides to throw her a lavish bal in order to get her to marry Rupert. Fella is not allowed to go to the bal, but his fairy godfather says he will not remain a "people" much longer, but will blossom into a "person."