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The sudden death of Bastian Bux's mother leads the twelve-year old boy to seek solace in his imagination. Inspired by a magical book given to him by an eccentric bookseller named Carl Coreander, Bastian comes in contact with an enchanted world called Fantasia, where his alter ego Atreyu is sent on a magical quest to save the Childlike Empress. But malevolent forces of conformity and emptiness threaten Fantasia's very existence. Xayide, the Dark Princess, strives to attain supreme power by sending a werewolf shape-shifter into Bastian's world to try to stop the boy from reading "The Neverending Story." As Atreyu battles the Dark Forces in Fantasia, Bastian realizes he must battle a demonic substitute teacher in his very own school.