"Siegfried dealt the king a mortal blow.
"The sword drew blood from the wounds...
"... and King Lindegast was sad at heart.
"He begged Siegfried to let him live and offered him his lance. "
Oh, no.
Bastian?
God.
- Bastian. - Heh.
Hi, Dad.
Out of the pool, kids.
Stop horsing around.
Okay, everybody, line up.
- Who wants to make the team? - Me!
Good. Let's see who's got what it takes.
We're gonna start with the high board.
Billy, go. Susie, John, Erica.
Bastian...
...you're next.
Come on, go.
Bastian, go for it.
Now, come on, you can do it!
What's the matter?
I got a cramp.
High wimp-factor, Bastian.
Sorry, coach.
So how'd it go?
You make the swim team?
No.
What happened?
I didn't jump.
Why not?
I guess I,...
- ... had a cramp. - Had a cramp.
You going out tonight?
Yeah. Technical Sales staff seminar. Listen...
Is Ms. Station Wagon gonna pick you up again?
Why do you say that?
The tie.
Oh. Heh. Yeah. Ahem.
Well, dressing is common courtesy, Bastian. I mean, I...
Something you ought to learn. Look at that old rag you're wearing.
- I like it. - Well, I don't.
Mom made it.
You don't remember, do you?
I gotta go.
- Mr. Koreander? - Ah, Bastian.
Well, it's been a while.
I dropped in to say hi.
Hi.
Mr. Koreander?
- Do you carry how-to books? - How-to books?
Does this place look like a supermarket?
If you want advice on how to buy real estate...
...or housebreak your goldfish...
...go to the video store down the street.
What is it you want to know?
Something about heights.
How to be able to jump from a high...
A very high...
An extremely high diving board.
I'll look in my section on courage.
Bastian.
We need your help.
Bastian.
Help us.
Please come back, Bastian.
"The Neverending Story. "
Put it back.
That book asks too much of you.
But it's The Neverending Story. I've already read it.
Ah, but have you ever read a book twice?
Books change each time you read them.
- Give it back. - I really want to read it again.
No, no, no. Look what I found for you.
- Let me borrow it, please! - No, Bastian.
Auryn.
Bastian.
We need your help.
Come back to Fantasia.
We are in great danger.
Bastian.
Fantasia.
An earthling to save the Childlike Empress.
Nimbly.
Enter, my spy.
Mistress of Horok Castle, I came as fast as I...
Oh.
- You were saying? - I could gain the boy's confidence.
I don't care about his confidence. I want his wishes.
Tri Face!
The Memory Machine. Explain it to him, Tri Face.
Oh, yes, explain it.
Every time the earthling uses Auryn to make a wish...
...my new invention makes him lose a memory.
With each wish, the liquid in his head forms a memory ball.
It falls down and is collected in the beaker below.
What happens when the earthling has lost all of his memories?
Obviously, the beaker at the bottom is full.
And the earthling's head is empty.
And he won't remember where he came from.
Won't remember his own world.
But best of all, he will have forgotten his mission...
...why he came to Fantasia.
He will have forgotten the Childlike Empress.
That's when I'll bring order to the chaos they call dreams and stories.
Nimbly, go! Make the earthling wish.
Are you okay?
Fine. I'm fine.
My best landing yet.
Looks like you just got your wings.
No, I've always had them.
I'm Bastian.
Nimbly's the name, tour guide's the game.
Let me show you the sights of Silver City.
- Ah! - Watch out!
Pure acid.
Acid?
Fantasians will be grateful if you'd wish for the lake to be filled...
...with, crystal spring water instead.
What do you mean, if I would wish?
You have Auryn. It fulfills all of your wishes.
Too bad there's only one of these things around.
You want something. You wish it.
Auryn makes it happen. You're very lucky.
Come on. Try it out.
Start with the lake.
Make it purple. Add some sugar.
Raise the temperature so everybody can go for a swim.
I don't know. I'm sure there's a reason for the acid.
Maybe it keeps everything nice and shiny.
I wouldn't want to change anything. It's so pretty.
Come on, make a wish.
Oh.
Look!
Come on.
Everything seems fine in Fantasia.
Oh, fine and dandy. Why do you ask?
I have to see the Childlike Empress. How far is it to the Ivory Tower?
- You mean, how many ways to get there? - No, I mean in distance.
Yards? Miles?
Kilometers?
In Fantasia, everything's as close or as far...
...as you want it to be, Mr. Bastian.
Nimbly?
- What are they? - I didn't have the time to ask.
- They look like Giants. - I can see that!
Bastian.
C-come back.
Wish for our lives!
Ah! Acid!
Hey, silly boy.
Wish them away, for Fantasia's sake! Wish them away, Bastian!
Nimbly!
Kids... Just wish!
Wish to be safe!
Well done, Bastian.
I'm safe.
You can get out of here.
I made it.
Where'd you go?
Oh!
Look here. Who is this?
Nice entrance.
Why, it's an earthling. Yes, it is an earthling.
You just taught some Giants how to swim, earthling. Ha-ha.
- Hi. - What?
Hello. Oh, hello.
- I-I didn't mean to interrupt anything. - Yes, well, you have.
You have come to the Ship of Secret Plots.
You were called by the Childlike Empress
Yes, is she all right?
In my world, all that's left of the Empress is...
...an empty page.
We haven't been able to reach her for a long time.
And those who dared the journey to the Ivory Tower have perished.
The very earth is breaking away.
Even us Mudwarts who are made of the earth can't get there.
Take courage, friends
The earthling has come to help us We must talk to the Empress
Childlike Empress.
Bastian, you are the only earthling moved by our plight.
Please, tell me. What's going on? Are you hurt?
The same force that makes the books in your world become empty...
...has made me a prisoner in my castle.
What is this force?
Only you can name it, Bastian.
Name it?
We are the creatures of human fantasies.
We need your dreams and stories to exist.
But the people in your world no longer believe in us.
They have no time to give us names and stories.
Tell me what I have to do.
There is... You must resist...
Your answer... Auryn will help you.
But you must remember if you use it...
Only you can save us, Bastian.
Only you can heal both of our worlds, Bastian.
You are my last hope.
We must get all the people in Fantasia to help us.
Now.
Bastian.
The Empress is being held prisoner.
And before we can fight the force that is holding her, I must give it a name.
Who will join me on my quest?
You saw, the Giants are everywhere.
You can't hide.
There will be more Giants and they'll destroy your beautiful ships.
I'm afraid.
If you give up, it's not only the end of Silver City...
...it's the end of Fantasia. And do you know what that means?
The children of my world will have no more stories to read. Ever.
Is there no one with the courage to stand up with me against the Giants?
Atreyu.
Bastian! Welcome back.
How did you...?
In my dreaming I saw a light over the Silver City...
...and knew there was hope.
- But I did not expect to find you. - Were you in danger?
Did you see Giants? Where do they come from?
People talk about a castle that looks like a hand.
- Some say that's where the Giants come from. - So we should head there.
There are burning arrows of light all around it.
Ah! Bastian. Mr. Bastian.
Nimbly, do you know of a castle that looks like a hand?
You mean, Horok Castle? The Seeing Hand? Sure.
- Do you know how to get there? - There are no roads.
You'll have to fly.
- But a little wish would go a long way. - A wish?
Nimbly's right. I have Auryn. I should use it.
When I'm right, I'm right.
I'll give it a try.
I need something...
...something that...
...can fly!
And that can scare the pants off of anything that's living in that castle. Ha-ha.
Very sensible.
I'll wish for the most horrible flying dragon in Fantasia.
I wish him to be red. No, no. Green.
I wish him to fly as fast as the Concorde and stink so bad...
...that he makes you sick. And breathes fire.
I'll call him Smerg.
Maybe you should wish for some modifications.
Oh, no!
Oh, yes.
We can't let it loose on Fantasia. Who knows what it might do.
- Come on. - What are you gonna do?
Chase it!
Chase?
Did somebody say "chase"?
Falkor! Boy, am I glad to see you.
And I'm glad to see you.
Well, what are we waiting for?
But I've got an itch behind my ear.
Yeah!
Go for it, Falkor!
Falkor, look! The castle that looks like a hand.
A very mean hand.
Hold on, Bastian!
Smerg got zapped!
We got to find Atreyu.
I gotta get some rest.
Hey.
Watch it, folks.
Rockbiter!
Yeah!
Rockbiter!
You'll wake him up.
Meet Junior.
Is this yum-yum rockie?
Let me try it.
Oh!
Junior...
...when are you going to learn...
...the difference between a rock...
...and a nose?
- Why was Junior crying? - He's hungry.
Hungry? With all these rocks around?
I don't understand it myself.
But all goodness has gone out of the rocks.
They're hollow.
Whole mountains have turned empty.
There's nothing left...
...to nourish us.
It's all part of the same thing.
You're fighting a losing battle, Childlike Empress.
Soon your slick little castle...
...will be as dark as mine.
The window got broke. I didn't do it. Don't lie to me.
You promised to take me swimming. You promised! You promised!
Something's come up.
I hate you! I hate you!
So that's what humans remember.
That's a memory Bastian has lost.
Excuse me.
Ah, what can I do for you?
Do you know Bastian? Bastian Bux?
Do we ever really know anybody?
I'm Bastian's father, Barney.
I found this book in my son's room.
It has your address inside the cover.
Oh, really?
Where?
I don't understand it.
I saw it there myself last night.
Look, I'm an engineer.
What I see is what I see when I see it.
Oh. It's an interesting concept.
My son's missing since last night.
Heavy reading for a young man.
- Maybe... - When did you last see him?
Maybe you'll find the explanation for your son's disappearance...
...inside.
Atreyu, we were getting worried about you. What took you so long?
I convinced some warriors to help us take the castle.
Warriors?
Where are they?
Right here.
Atreyu, get real.
But I am real.
What do you mean by "getting real"?
Forget it. It's a joke.
Being real is a joke in your world?
Yeah.
So, what's in the bag?
Our army.
Oh, no. Heh-heh.
Come here.
Oh, never mind. You'll grow into it.
And so will you.
The machine's really working out well, isn't it? Heh-heh.
It would work even better if you were out there making the earthling wish.
It's so cold out there.
So that's the plan.
It's dangerous, but it just might work.
It has to work.
I'm glad you came back to Fantasia.
I am too.
But,...
...what if something happens to you, Bastian?
Somebody must miss you in your world.
Nobody misses me.
But what about you?
Don't you miss somebody?
The only one I miss...
...isn't there.
Who's that?
My mom.
Look.
The Ivory Tower.
Now it's a prison.
We may never see the empress again.
Right now...
...all we have are memories.
Bastian...
...in your world...
...if The Neverending Story is fading...
...no child will ever know...
...about Junior.
They will never ride the prairie with me?
And they'll never ride through the clouds with me?
If humans...
...forget about us...
...nobody will think...
...of fun things...
- ... for Junior to do. - No!
We won't let that happen.
Bastian, here.
Atreyu, quick, help me!
I'm burning! It hurts! Oh, how it hurts.
I can't breathe!
Atreyu!
Are you all right?
You saved my life, Atreyu.
Yes. But you would have done the same for me.
Sure.
What's happening?
The beams. They've just destroyed the beams.
Fix it.
Do you remember what to say?
Yeah.
Make it loud.
The earthling Bastian Balthazar Bux...
...and Atreyu...
...the warrior from the Great Plains...
Is that what you call loud in your world?
The earthling Bastian Balthazar Bux...
...and Atreyu, the warrior from the Great Plains...
...demand to see the master of this castle!
That should get somebody's attention.
Guess whose?
Atreyu.
They make strong gates in Fantasia, don't they?
Keep talking.
- Atreyu! - Keep talking!
Atreyu!
Hi. Heh.
You're probably asking yourselves why I'm here.
Well, that's a reasonable question.
I...
In the past we've had our differences, but I'm sure these things can be worked out.
It all gets back to us starting to communicate, right?
There's all kinds of communication.
Some do it with a look.
Some do it with a smile.
Some do it with,...
...a sickle. Heh.
I read that somewhere. I like to read.
You're probably not too interested in the subject.
You probably hate books.
Eggs? Eggs are gonna do us a lot of good!
Whambos, go!
- Now's your chance, go! - What about them?
- It's a good day to die. - Please don't say that.
- Give me five. - Five what?
Aw, forget it. I'll see you inside.
I just wish there was some other way in.
I wish for another step!
And another one.
And another.
And another one.
Nice. Very nice.
Giants!
I wish for another one!
And another!
Atreyu.
Try to swing around.
It won't work.
The chain!
Grab it!
Pull! Hold on!
Pull!
Come on, pull!
We need weapons.
I wish for a spray can.
- A spray can? That's a weapon in your world? - Yeah. People use it against walls.
Those walls must be dangerous.
I do not believe what we have done.
I do.
The Giants are empty.
They're hollow and empty.
Like the Rockbiter's stones...
...and the pages of The Neverending Story.
Atreyu, I know what threatens Fantasia.
You have found its name?
It's...
...the Emptiness.
The earthling knows about the Emptiness.
He's stronger than we thought.
Perhaps threatening him with Giants isn't the way.
Time for a change of tactics.
What do you think the Emptiness look like?
Well, then how does it fight?
I think we're about to find out.
I wish for the doors to open!
I am Xayide.
This is my castle.
And the Giants?
They were mine, but you have conquered them.
I admit defeat.
I have defeated you?
"We. "
That someone so young could be so clever.
So you're the one who makes everything empty.
I control all that is empty.
Just to control things, you destroy stories and books?
I'm simply trying to bring order to the chaos of Fantasia. Am I wrong?
You certainly are. And I demand that you free the Childlike Empress.
- I can't. - Why not?
Because I've isolated her forever.
You made the spell and you can undo it.
- Not from here I can't. - So we'll go to the Ivory Tower.
- I will not leave my castle. - Yes, you will.
Out of the question.
Perhaps she feels it's a good day to die.
Do you?
You leave me no choice, my lord.
Bastian?
"As Mr. Koreander was searching for a book on courage...
...Bastian picked up The Neverending Story. "
Mr. Koreander?
"If the pages of The Neverending Story were fading...
"... no one would read about Falkor, or Atreyu, or the Childlike Empress.
"Bastian was the only one who could save Fantasia...
"... and all the stories in the world.
"He had to do it, at any price. "
Hey, dummy, move it!
I should say not.
I am not going to carry that woman.
My Xobile will do just fine, gentlemen.
Would you ride with me, my lord?
Sure.
Come, then.
Bastian.
Welcome aboard, Mr. Bastian.
Nimbly, away!
We cannot leave him alone with her, Falkor.
There was no "For Sale" sign this morning.
This is one sophisticated operation, I'm telling ya.
This morning this place was filled with books. Wall-to-wall.
Looks like there hasn't been a bookstore here for a long time.
Hey, are you sure this is the right address?
I am not the type of person to make things up.
Look, I'm an engineer, all right? What I see is what I see...
...when I see it.
We'll do what we can, Mr. Bux.
Don't you understand?
Atreyu has been jealous of you since the first day you arrived in Fantasia.
Why would he feel this way? He's a great warrior.
Yes, but you have been chosen to wear Auryn.
And, Bastian, you may have to learn...
...that some people are not as grateful as others.
I've been meaning to express my gratitude...
...for all the generosity that you've shown toward me.
What is it?
It's a belt that makes its wearer invisible.
Want to try it on?
Okay.
Oh, this is weird.
What's the matter?
I can't see myself.
I can't even see the belt.
What if I can't take it off now?
Use a wish.
I don't like this.
I wish...
You wish to be visible again?
Yes.
This is neat.
It may come in handy.
Bastian!
Come here.
Don't be long, Bastian. You'll be catching cold.
I'll be right back.
What's the matter?
I want to show you something.
Look.
Tracks of the Xobile, footprints of Artax.
What are you saying?
We're going around in circles.
But the countryside has been changing.
Bastian!
It doesn't make sense.
It makes good sense to someone who doesn't want us closer to the Ivory Tower.
Look, Xayide says we're nearly there.
Bastian, I'm waiting!
Just a moment.
She's our prisoner, Bastian. Don't let her order you around.
How can you believe her?
How can we be sure she's going to help us free the Childlike Empress?
- I do not trust her. - I can tell when someone lies to me.
And I can tell when someone is up to no good.
She's totally under my control. Don't worry, Atreyu.
"Bastian's head emptied with every wish.
"He hardly remembered his father...
"... who was going out of his mind over his son's disappearance. "
I'm in this book?
"Atreyu was worried too.
"The journey to the Ivory Tower was going nowhere.
"As he tried once again to talk sense into Bastian...
"... he was to learn even more about Xayide's scheme. "
Show me the coin trick again.
I've shown you a million times. Really?
Must be the smoke in here.
Kind of hard to remember things.
Why remember things when you can wish for them?
What should I wish for?
What about juggling?
Wouldn't you enjoy that?
But I can't juggle.
If you wish for it, you can.
I wish it.
"Then the darkness lifted...
"... and she could see her way home.
"So the princess returned to her father's castle.
"And they all lived happily ever after. "
Don't be afraid, Bastian.
We're all part of a neverending story.
We are?
Even if we die?
Yes, Bastian, we are.
That's good to know.
Well, from what you tell me...
...the Emptiness has found its way into Bastian's head.
It's Auryn, isn't it?
It works differently with humans than with us.
Because humans need memories.
So what I saw...
...was a memory.
If Bastian's so clever, why can't he see what's happening to him?
Bastian is losing himself with every wish.
He must be stopped, or Fantasia's lost.
I'll take Auryn away from him. By force, if necessary.
He can't be allowed to make one more wish.
I'll have to do it tonight.
Tomorrow we might all be prisoners of Xayide.
Now, Atreyu.
Don't go to him in anger. Go and warn him.
He's your friend, isn't he?
You're right.
He is my friend.
Xayide.
You're right. He has turned against me.
You need to protect yourself.
There could be Giants to take care of you...
...if you wish.
Stand guard.
Thief!
- I've come to warn you. - Liar!
- Don't you ever say that to me. - But it's the truth!
You're jealous because I have Auryn. And you've come to take it away.
No, I have not.
I overheard you talking to Falkor, so don't even try to make excuses.
You've gone mad, Bastian.
- Give me Auryn. - She wants me to have it.
You understand nothing.
Why don't you just go back and play with your buffaloes, country boy.
Why don't you go back and play hero in your own world, earthling.
Bastian.
Every time you use Auryn, you lose one of your memories.
Xayide has...
...a machine that collects them.
- I would've seen it... - I have seen it.
It is in the roof of the Xobile.
A few more wishes, and the Emptiness will possess you.
Now, give me Auryn before it's too late.
Take it if you can.
You brought this on yourself!
You've only two wishes to go.
But, my lord...
Atreyu, I didn't mean it!
Falkor!
Atreyu, I'm sorry!
Falkor!
Artax!
Take me to Atreyu, Artax.
Giants.
My son on a horse?
He can't ride a horse.
Who told the boy?
It's all Nimbly's fault. He's always hanging around the machine.
Oh, thanks for nothing.
It's always nice to have someone you can count on.
I do the counting around here.
- This is your fault. - One...
...two...
...three!
"As he sank beneath the water...
"... he knew that as punishment for killing Atreyu...
"... he would die himself. "
Don't buy it, Bastian. Swim. Fight!
Yes! Ha-ha-ha.
According to the machine, he still has two wishes left.
- There must be something wrong with it. - It's working perfectly.
Whatever you tried didn't work. He didn't make a wish.
He will.
It's time.
Time to choose sides.
"Xayide and her Giants drove through the earth...
"... and into the underworld of Fantasia.
"Here they could travel with the speed of darkness...
"... which was faster than the speed of light.
"They would find Bastian in no time and force him to make his last wish. "
Go on, Bastian. Keep trying.
Bastian.
Don't forget me, Bastian.
"Possessed by a deep, dreamless sleep...
...Bastian couldn't hear the Childlike Empress's plea. "
Wait, Mr. Bastian, wait! I'm not gonna hurt you.
I've come to help you.
You don't give up, do you?
You expect me to believe you?
Yes, Mr. Bastian. You have to.
I saw...
...one of your memories.
And...
...it made me feel something.
I learned...
...that we're all part...
...of a neverending story.
Bastian, try to remember it.
Unless we stop Xayide...
...the story will end.
That's why I'm here.
Tell me where I can find Falkor.
At the Silver City.
But you won't like what you see.
How do I get there?
Behind those rocks...
...you'll find a path through the mountains.
On the other side...
...keep the sun on your back.
Follow your shadow for half a day.
Don't turn round. The Emptiness will be on your heels.
Come with me.
I got the part of a spy in this story, Mr. Bastian.
And he who spies and flies away...
...lives to spy another day.
Hurry, Mr. Bastian!
Keep the sun on your back!
"Alone once again...
"... Bastian wandered, determined to find Falkor.
"Climbing on a heap of blackened metal sheets and pilings...
"... he hardly recognized the once proud and famous Silver City. "
Falkor?
I thought we'd never see you again.
Where have you been?
I have two wishes left, Falkor.
Well, if you use those wishes...
...you will have lost your most precious memories.
My mother...
...and my father.
My mother...
...she would have wanted it this way.
I wish for nothing more in the world than for you to live, Atreyu.
I'm sorry for what happened.
Can you forgive me?
Friends?
Friends.
Bastian made a wish, didn't he?
He gave you a very special memory.
Your mother would have been proud.
Who?
Falkor, you shouldn't have let him!
You're outnumbered and outdone, Bastian.
And you only have one wish left.
So use what's left of your brain and wish to go home.
That's where you belong.
If I use my last wish...
Fantasia will be forgotten.
And the Childlike Empress will be gone forever.
Go home...
...and leave Fantasia to me.
I won't betray the Childlike Empress!
Very well.
But how will your father feel if he never sees you again?
My father...
Make your wish.
Wish to go home.
Yes, Xayide, I will make my last wish.
I wish...
...for you to have a heart.
You have found the only wish...
...powerful enough to save us, Bastian.
The Emptiness cannot be destroyed.
It had to be filled with love.
- And Auryn? - Is only a mirror of what's inside you.
Courage comes from the heart...
...not from symbols.
If you've found courage, you can go home...
...and heal both of our worlds.
I can't go home.
- That's the way home? - Yes, Bastian.
The only way.
You found courage.
Bastian, you have.
You've found courage.
My father.
That's his voice.
Now make a wish from your heart.
I wish to go home...
...and tell my dad...
...that I love him.
Good luck, Bastian.
Good luck!
You can do it, Bastian.
Bastian.
Oh!
- I was worried about you. - I'm sorry.
You're back.
- You helped me, didn't you? - You heard me?
Of course I heard you.
Bastian.
I love you.
I love you very, very much.
I love you too, Dad.