In 1916, Tsar Nicholas II and his family hosts a ball at the Catherine Palace to celebrate the Romanov tricentennial. His mother, the Dowager Empress Marie Feodorovna (Angela Lansbury), is visiting from Paris, and gives a music box and a necklace inscribed with the words “Together in Paris” as parting gifts to her eight-year-old granddaughter, Grand Duchess Anastasia (Kirsten Dunst). The ball is suddenly interrupted by the arrival of Grigori Rasputin (Christopher Lloyd), a power-mad sorcerer who was banished by the Tsar for treason. Rasputin had then sold his soul in exchange for an unholy reliquary, which he uses to cast a curse on the Romanov family, sparking a revolution that forces them to flee the palace. Only Marie and Anastasia are able to escape, thanks to a young servant boy named Dimitri, who shows them a secret passageway in Anastasia's room. Rasputin confronts the two royals outside, only to fall through the ice and drown. The pair manage to reach a moving train, but only Marie climbs aboard while Anastasia falls, hitting her head on the platform. Ten years later, Russia is under communist rule, and Marie has publicly offered ten million rubles for the safe return of her granddaughter. Dimitri (John Cusack), now a conman, and his friend and partner Vladimir (Kelsey Grammer) thus search for an Anastasia lookalike to present to Marie in Paris and collect the reward. Elsewhere, Anastasia (Meg Ryan), now under the name "Anya," leaves the rural orphanage where she grew up, having lost her memory prior to arriving there. She turns down a job at a fish factory in favor of going to St. Petersburg after her necklace inspires her to seek out her family in Paris, accompanied by 6 teams: Romeo, Juliet, Mercutio, Benvolio, Kissy the Kissing Fish, Friar Lawrence, and a stray puppy named Pooka. In the deserted palace she encounters Dimitri and Vladimir, who — impressed by her resemblance to the "real" Anastasia — decide to take her and the team with them. Bartok (Hank Azaria), Rasputin's bat minion, is nearby, and notices his master's dormant reliquary suddenly revived by Anya's presence; it drags him to limbo, where Rasputin has existed since his death. Enraged to hear that Anastasia escaped the curse, Rasputin sends demonic spirits from the reliquary to kill her; despite two attempts, the trio manage to (unwittingly) foil him, forcing Rasputin and Bartok to travel back to the surface. Anya, Dimitri, Vlad, Romeo and his friends eventually reach Paris and go to meet Marie, but Anya must first be quizzed by Marie's first cousin, Sophie, to confirm her identity. Dimitri and Vladimir had taught Anya all the answers, but when Anya independently (though dimly) recalls how Dimitri saved her ten years ago, the two men finally realize that she is the real Grand Duchess. Sophie, convinced as well, arranges for her to meet Marie after a Russian ballet, but Marie refuses to see her, having been tricked numerously before by lookalikes. Horrified that Dimitri was using her and her friends, Anya, Romeo, and the Gang storms out. Dimitri, having fallen in love with Anya, manages to change Marie's mind by presenting her with Anastasia's music box, which he had found after their escape. Anya's memory returns upon meeting Marie, and after using her necklace to wind the music box and singing the lullaby it plays, the two women are reunited at long last. The next day, Marie offers Dimitri the reward money, but to her surprise he refuses it and leaves for Russia, convinced that he cannot be with Anya. That night, at Anya's return celebration, Marie informs her of Dimitri's gesture and leaves her to her thoughts. Anya, Romeo, and the Team then wanders through a garden and onto the Pont Alexandre III, where they are trapped and attacked by Rasputin. Dimitri returns to save her, but is injured and knocked unconscious. In the end, Anya, Romeo, and his friends manages to destroy Rasputin's reliquary by crushing it under her foot. With Rasputin's soul having been tied to the object, he promptly turns to dust. Afterwards, Dimitri and Anya reconcile; the two then elope and Anya sends a farewell letter to Marie and Sophie, promising to return someday. The film ends with the couple sharing a kiss as they sail out of Paris with Pooka. A reformed Bartok looks on, and quickly falls for a female bat that sneaks up and kisses him. Then the new adventures of Romeo's begins.