''Siegfried dealt the king a mortal blow.
''The sword drew blood from the wounds
and King Lindegast was saddened.
''He begged Siegfried to let him live
and offered him his lance.''
Bastian?
God!
Bastian!
Hi, Dad.
Out of the pool, kids.
Stop horsing around.
Everybody, line up!
-Who wants to make the team?
-Me!
Good. Let's see who's got what it takes.
We're going to start with the high board.
Billy, go!
Bastian...
...you're next.
Go!
Bastian, go for it!
What's the matter?
l got a cramp.
High wimp factor.
Sorry, coach.
How did it go?
Did you make the swim team?
No.
What happened?
l didn't jump.
Why not?
l guess l...
...had a cramp.
Going out tonight?
Yeah. Technical sales staff seminar.
ls Ms. Station Wagon picking you up?
Why do you say that?
The tie.
Yeah.
Dressing is common courtesy, Bastian.
Something you must learn.
Look at that rag you're wearing.
-l like it.
-Well, l don't.
Mom made it!
You don't remember, do you?
l've gotta go.
Mr. Koreander?
Well, it's been a while.
-l dropped in to say hi.
-Hi.
Do you carry ''How-to'' books?
''How-to'' books?
Does this place look like a supermarket?
lf you want advice on buying real estate...
...or housebreaking 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.
l'll look in my section on...
...courage.
We need your help.
Help us.
Please come back, Bastian.
'' The Neverending Story.''
Put it back!
That book asks too much of you.
But have you ever read a book twice?
Books change each time you read them.
-Give it back.
-l really want to read it again.
No, no. Look what l 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.
Fantasia!
An Earthling to save the Childlike Empress!
Nimbly!
Enter, my spy.
Mistress of Horok Castle,
l came as fast as l....
-You were saying?
-l could gain the boy's confidence.
l don't care about his confidence.
l want his wishes.
Tri Face!
The Memory Machine.
Explain it to him, Tri Face.
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.
lt falls down and is collected...
...in the beaker below.
What happens when he has lost
all of his memories?
Obviously, the beaker at the bottom is full.
And the Earthling's head is empty.
He won't remember where he came from.
He won't remember his own world.
Why he came to Fantasia.
He will forget the Childlike Empress.
That's when l'll bring order to the chaos
they call dreams and stories.
Nimbly, go!
Make the Earthling wish.
Are you okay?
Fine. l'm fine.
My best landing yet.
Looks like you just got your wings.
No, l've always had them.
l'm Bastian.
Nimbly's the name, tour guide's the game!
Let me show you the sights of Silver City!
Watch out!
Pure acid!
Acid?
Fantasians will be grateful
if you wish for the lake to be filled...
...with crystal spring water instead.
What do you mean, if l would wish?
You have Auryn.
lt fulfills all of your wishes.
Too bad only one of these exists.
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 we can go swimming.
l don't know.
l'm sure there's a reason for the acid.
Maybe it keeps everything shiny.
l wouldn't want to change anything,
it's so pretty.
Come on, make a wish.
Look!
Come on.
Everything seems fine in Fantasia.
Fine and dandy.
Why do you ask?
l have to see the Childlike Empress.
How far is it to the lvory Tower?
You mean, how many ways to get there?
No, l mean in distance.
Yards?
Miles?
Kilometers?
Everything's as close or as far...
...as you want it to be.
Nimbly?
-What are they?
-l didn't have time to ask.
-They look like giants.
-l can see that!
Come back.
Wish for our lives!
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!
l'm safe.
You can get out of here.
l made it.
Where'd you go?
Look here. Who is this?
Nice entrance.
lt's an Earthling.
Yes, it is an Earthling.
You just taught some Giants
how to swim, Earthling.
Hi.
Hello.
l didn't mean to interrupt anything.
You have come to the Ship of Secret Plots.
''You were called by the Childlike Empress''
ls she all right?
ln my world, the Empress is now only...
...an empty page.
We haven't been able to reach her
for a long time.
Those who dared the journey
to the lvory Tower perished.
The very earth is breaking away.
Even us Mudwarts who are made of earth,
can't get there.
''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.
What's going on?
Are you hurt?
The same force that makes the books
in your world become empty...
...makes 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 l 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 everyone in Fantasia
to help us.
Now!
Bastian.
K. Koreander - Antique Bookstore
The Empress is being held prisoner.
Before we can fight the force holding her...
...l must give it a name.
Who will join me on my quest?
You saw the Giants, they're everywhere.
You can't hide.
There will be more Giants
who will destroy your beautiful ships!
l'm afraid.
lf you give up...
...it's not only the end of Silver City...
...it's the end of Fantasia.
Do you know what that means?
The children of my world
will have no more stories to read.
Ever.
ls there no one with the courage
to stand up with me against the Giants?
Atreyu!
Atreyu!
Bastian!
Welcome back.
How did you....
ln my dreams l saw a light over Silver City
and l knew there was hope.
But l did not expect to find you.
Were you in danger?
-Did you see the Giants?
-Where do they come from?
People talk about a castle
shaped like a hand.
Some say that's where
the Giants come from.
That's where we should go.
There are burning arrows of light
all around it.
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. l have Auryn.
-l should use it.
-When l'm right, l'm right.
l'll try it.
l need something...
...something that...
...can fly...
...and that can scare the pants off
anything living in that castle.
Very sensible.
l'll wish for the most horrible flying dragon
in the history of Fantasia!
l wish him to be red. No, green.
l wish him to fly as fast as the Concorde
and stinks so bad...
...that he makes you sick!
And breathes fire.
l'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.
-What are you going to do?
-Chase it!
Chase?
Did somebody say ''chase''?
Falkor!
Boy, am l glad to see you!
And l'm glad to see you.
What are we waiting for?
l've got an itch behind my ear.
Go for it, Falkor!
Look! The castle that looks like a hand.
A very mean hand.
Hold on.
Smerg got zapped.
We got to find Atreyu.
l got to get some rest.
Hey!
Watch it, folks!
Rockbiter!
Rockbiter!
You'll wake him up.
Meet Junior.
ls this yum-yum rockie?
Let me try.
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?
l don't understand it...
...myself...
...but all...
...goodness has gone out of the rocks.
...have turned empty.
There's nothing left...
...to nourish us.
lt'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.
l didn't break the window!
Don't lie to me!
You promised to take me swimming.
You promised.
Something's come up.
l hate you! l hate you!
So that's what humans remember.
That's a memory Bastian has lost!
Excuse me.
What can l do for you?
Do you know Bastian? Bastian Bux?
Do we ever really know anybody?
l'm Bastian's father. Barney.
l found this book in my son's room.
Your address is inside the cover.
Really?
Where?
l don't understand.
l saw it there last night.
Look, l'm an engineer.
What l see is what l see when l see it.
lt's an interesting concept.
My son's missing since last night.
Heavy reading for a young man.
When did you last see him?
Maybe you'll find the explanation
for his disappearance...
...inside.
We were getting worried about you.
Where have you been?
l convinced some warriors
to help us take the castle.
Warriors?
Where are they?
Right here.
Atreyu, get real!
But l am real!
What do you mean, ''get real''?
Forget it. lt's a joke.
Being real is a joke in your world?
Yeah!
What's in the bag?
Our army.
Come here.
Never mind. You'll grow into it.
And so will you.
The machine's working out well, isn't it?
lt would work better if you were out there
making the Earthling wish.
lt's so cold out there.
That's the plan.
lt's dangerous, but it just might work.
lt has to work.
l'm glad you came back to Fantasia.
l am, too.
What if something happens to you?
Somebody must miss you in your world.
Nobody misses me.
But what about you?
Don't you miss somebody?
The only one l miss...
...isn't there.
Who's that?
My mom.
Look.
The lvory Tower.
Now it's a prison.
We may never see the Empress again.
Right now...
...all we have are memories.
Bastian.
ln your world...
...if The Neverending Story...
...is fading...
...no child will ever know...
...about Junior.
They'll never ride the prairie with me?
They'll never ride
through the clouds with me?
lf humans...
...forget about us...
...nobody will think...
...for Junior to do.
No!
We won't let that happen.
Bastian, here!
Atreyu, quick, help me!
l'm burning! lt hurts!
l can't breathe!
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 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--
ls 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?
Do they make strong gates in Fantasia?
Keep talking.
Keep talking!
Hi.
You're probably wondering why l'm here.
That's a reasonable question.
ln the past we've had our differences...
...but l'm sure they can be worked out.
lt 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.
l read that somewhere. l like to read.
You're probably not interested.
You probably hate books.
Eggs? Eggs will do us a lot of good!
Wham-Bos, go!
Now's your chance, go!
What about them?
-lt's a good day to die.
-Don't say that!
-Give me five!
-Five what?
Forget it! l'll see you inside.
l wish there was some other way in.
l wish for another step!
And another one.
And another.
And another one.
Nice. Very nice.
Giants!
l wish for another one!
And another!
Atreyu!
Try to swing around.
lt won't work.
The chain.
Grab it!
Pull!
Pull!
Come on, pull!
We need weapons!
l wish for a spraycan.
That's a weapon in your world?
People use it against walls.
Those walls must be dangerous.
l don't believe what we have done.
l do.
The Giants are empty.
They're hollow and empty.
Like the Rockbiter's stones...
...and the pages of The Neverending Story.
l know what threatens Fantasia.
You have found its name?
lt'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 does the Emptiness look like?
How does it fight?
l think we're about to find out.
l wish for the doors to open!
l am Xayide.
This is my castle.
And the Giants?
They were mine.
But you have conquered them.
l admit defeat.
l have defeated you?
We.
That someone so young could be so clever.
You make everything empty.
l control all that is empty.
Just to control things,
you destroy stories and books?
l'm trying to bring order
to the chaos of Fantasia.
Am l wrong?
You certainly are! l demand that you free
the Childlike Empress!
-l can't.
-Why not?
l've isolated her forever.
You made the spell and you can undo it!
Not from here l can't.
So we'll go to the lvory Tower.
l will not leave my castle.
-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 searched
for a book on courage...
''...Bastian picked up
The Neverending Story. ''
Mr. Koreander?
''lf 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. ''
Move it, dummy!
l should say not.
l am not going to carry that woman.
My X obile will do just fine, gentlemen.
Would you ride with me, my lord?
Sure.
Come, then.
Welcome aboard.
Away!
We cannot leave him alone with her.
There was no ''For Sale'' sign this morning!
This is one sophisticated operation.
This morning this place was filled
with books, wall to wall!
Looks like there hasn't been
a bookstore here for a long time.
Are you sure it's the right address?
l'm not the type of person
to make things up.
l'm an engineer.
What l see is what l see....
We'll do what we can, Mr. Bux.
Don't you understand?
Atreyu's been jealous of you
since the first day you arrived here.
Why would he feel this way?
He's a great warrior.
Yes, but you have been chosen
to wear Auryn.
You may have to learn that some people
are not as grateful as others.
l want to express my gratitude...
...for the generosity you've shown me.
What is it?
lt's a belt that makes its wearer invisible.
Want to try it on?
Okay.
This is weird.
What's the matter?
l can't see myself.
l can't even see the belt.
What if l can't take it off?.
Use a wish.
l don't like this.
l wish....
You wish to be visible again?
Yes.
This is neat.
lt may come in handy.
Bastian!
Come here!
Don't be long. You'll catch a cold.
l'll be right back.
What's wrong?
l want to show you something.
Look. Tracks of the X obile,
footprints of Artax.
What are you saying?
We're going around in circles.
But the countryside has been changing.
lt doesn't make sense.
lt does to someone who doesn't want us
closer to the lvory Tower.
Xayide says we're nearly there.
Bastian, l'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'll help us free
the Childlike Empress?
-l don't trust her.
-l can tell when someone lies to me.
And l can tell when
someone is up to no good.
She's totally under my control.
Don't worry.
''Bastian's head emptied with every wish.
''He hardly remembered his father...
''...who was worried sick
over his son's disappearance. ''
l'm in this book?
''Atreyu was worried too.
''The journey to the lvory 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.
l've shown you a million times.
lt must be the smoke in here.
lt's hard to remember things.
Why remember things
when you can wish for them?
What should l wish for?
What about juggling?
Wouldn't you enjoy that?
lf you wish for it you can.
l 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.
That's good to know.
From what you tell me...
...the Emptiness has found its way
into Bastian's head.
lt's Auryn, isn't it?
lt works differently with humans
than with us.
Because humans need memories.
So what l saw...
...was a memory.
lf Bastian's so clever,
why can't he see what's happening?
Bastian is losing himself with every wish.
He must be stopped, or Fantasia's lost.
l'll take Auryn away from him by force,
if necessary.
He can't be allowed
to make one more wish.
l'll have to do it tonight.
Tomorrow we might be Xayide's prisoners.
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.
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!
-l've come to warn you.
-Liar!
-Don't you ever say that to me!
-lt's true!
You're jealous that l have Auryn,
and you've come to take it from me.
l have not!
l overheard you talking to Falkor,
so don't try and make excuses.
You've gone mad, Bastian. Give me Auryn.
She wants me to have it.
You don't understand anything.
Go back and play with your buffaloes...
...country boy!
Why don't you go back and play hero
in your own world, Earthling?
Every time you use Auryn,
you lose one of your memories.
Xayide has...
...a machine that collects them.
-l would have seen it--
-l have seen it.
lt's in the roof of the X obile.
A few more wishes,
and the Emptiness will possess you.
Give me Auryn before it's too late!
You brought this on yourself!
You've only two wishes to go.
But, my lord....
l didn't mean it.
Falkor!
Atreyu, l'm sorry!
Take me to Atreyu!
Giants!
My son on a horse?
He can't ride a horse.
Who told the boy?
lt's Nimbly's fault.
He's always hanging around the machine.
Thanks for nothing.
lt's nice to have someone to count on.
l do the counting around here.
lt's 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!
According to the machine,
he has two wishes left.
There must be something wrong with it.
lt's working perfectly.
Whatever you tried didn't work.
He didn't make a wish!
He will.
lt's time.
Time to choose sides.
''Xayide and her Giants...
''...drove 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.
Don't forget me, Bastian.
''Possessed by a deep, dreamless sleep...
''...he couldn't hear
the Childlike Empress's plea. ''
Mr. Bastian, wait!
l won't hurt you.
l've come to help you.
You don't give up, do you?
You expect me to believe you?
Yes, Mr. Bastian.
You have to.
l saw...
...one of your memories.
lt made me feel something.
l 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 l'm here.
Tell me where to find Falkor.
At the Silver City.
But you won't like what you see.
How do l 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.
l 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 black
and metal sheets and pilings...
''...he hardly recognized
the once proud and famous Silver City. ''
l thought we'd never see you again.
Where have you been?
l 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...
...would have wanted it this way.
l wish for nothing more
than for Atreyu to live!
l'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 have only one wish left.
So use what's left of your brain
and wish to go home.
That's where you belong.
lf l use my last wish--
Fantasia will be forgotten.
The Childlike Empress will be gone forever.
Go home...
...and leave Fantasia to me.
l 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, l will make my last wish.
l wish...
...for you to have a heart.
You have found the only wish...
...powerful enough to save us, Bastian.
The Emptiness cannot be destroyed.
lt had to be filled with love.
And Auryn?
lt's only a mirror of what's inside you.
Courage comes from the heart...
...not from symbols.
lf you've found courage, you can go home...
...and heal both our worlds.
l can't go home.
-That's the way home?
-Yes.
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.
l wish to go home...
...and tell my dad...
...that l love him.
Good luck, Bastian.
Good luck!
You can do it, Bastian.
-l was worried about you.
-l'm sorry.
You're back.
You helped me, didn't you?
You heard me?
Of course l heard you.
l love you.
l love you very, very much.
l love you too, Dad.