Falkor:
All right ! Hang on tight!

VIEW-
Falkor carrying Atreyu over many different lands of Fantasia.
A beautiful display of landscapes play over the screen then we

CUT TO- Attic window – CLOSE UP of Bastian.
 

Bastian:
What a shame they don't ask me. My mother, she had such a wonderful name.

He closes the window and goes back to reading the book.

On and on they flew until they reached the Sea of Possibilities where they could go no further.

VIEW of Falkor and Atreyu. The sky is gray and is incredibly windy.  Great storm clouds can be seen all around churning and expanding. It is the Nothing, the force destroying fantasia, and Falkor and Atreyu Have ended up right in the center of part of it.

Falkor:
Look Atreyu, the nothing.

Falkor is tossed around in all directions, Atreyu tries to hold on as best as he can. The wind blows wilder and wilder until finally it tosses Falkor onto his back, and knocks his passenger into the air. Atreyu falls, but Falkor cannot get to him before he disappears into the chaos below.

CUT TO- Attic

The window bursts open and Bastian climbs up and closes it. Against a torrent of rain and wind. Finally he gets the window closed and he looks down at the book, he is soaked, and a bit winded at his experience. Then he remembers the story hero.

Bastian:
Atreyu !

FADE TO-
View of Atreyu on a lying on a beach. Atreyu wakes with a start, and discovers that the Auryn is gone. He stands up and looks at
the sky, searching frantically for his friend Falkor, but Falkor is  not there.

Atreyu:
Falkor !Falkor !Where are you? Falkor !

Somewhere in the heavens Falkor is searching for Atreyu.

Falkor:
Atreyu ! Atreyu !

Atreyu:
Falkor !

Atreyu reluctantly gives up on calling Falkor. He turns his eyes to the beach, he finds a trail of foot prints in the sand, but they were not his, but that of a large beast. Atreyu follows them and Finds himself following a path to a city that has seen better days.  On his way he stops to rest leaning against the remains of what seems like a stone wall, but he soon finds that it was not a wall at all, but a Rockbiter. The giant looks down at Atreyu and holds out his hands.

Rockbiter:
They look like big, good, strong hands. Don't they?

(Atreyu looks down saddened.)

I always thought that's what they were. My little friends. The little man with his racing snail, the Nighthob, even the stupid bat. I couldn't hold on to them. The nothing pulled them right out of my hands. I failed.

Atreyu looks down, feeling terrible.

Atreyu:
No you didn't fail. I'm the one who was chosen to stop the nothing. But I lost the Auryn, I can't find my luck dragon, so I won't be able to get past the boundaries of Fantasia.

Rockbiter:
Listen, the nothing will be here any minute. I will just sit here and let it take me away too.
They look like big, good, strong hands. Don't they?

Rockbiter starts crying as Atreyu shakes his head yes and fights his own tears. He continues along the trail again, and finds himself in a different part of the city. Ahead of him is a large mostly intact building, Atreyu dodges falling rocks and enters an opening.

On the walls are paintings of everything that's happened during his Quest. The Empress giving the Auryn to Carion, Carion giving the Auryn to Atreyu, Atreyu trying to save Artax in the Swamps of Sadness, Morla, and Falkor, and more.

As Atreyu turns a corner he sees a painting of a wolf, then he turns another corner and sees the wolf hiding in a smaller opening. It growls wildly at Atreyu as he approaches

G’mork:
If you come any closer I will rip you to shreds.

Atreyu squats down where he's at and looks at the wolf.

Atreyu:
Who are you?

G’mork:
I am G'mork. And you, whoever you are, can have the honor of being my last victim.

Atreyu:
I will not die easily. I am a warrior.

G’mork:
(G'mork laughs.) Brave warrior, then fight the nothing.

Atreyu:
But I can't ! I can't get beyond the boundaries of Fantasia.

G'mork laughs and Atreyu grows angry.

Atreyu:
What's so funny about that ?

G’mork:
Fantasia has no boundaries.

A storm grows closer to the city, slowly shaking it to pieces… Rocks fall here and there.

Atreyu:
That's not true. You're lying.

G’mork:
Foolish boy. Don't you know anything about Fantasia? It's the world of human fantasy. Every part ,every creature of it, is a piece of the dreams and hopes of mankind. Therefor, it has no boundaries.

There's a crash and more rocks fall.

Atreyu:
But why is Fantasia dying then ?

G’mork:
Because people have begun to loose their hopes and forget their dreams. So the nothing grows stronger.

Atreyu:
What is the nothing ?!

G’mork:
It's the emptiness that's left. It's like a despair, destroying this world. And I have been trying to help it.

Atreyu:
But why ?

G’mork:
Because people who have no hopes are easy to control. And whoever has control has the power.

A large crash shakes the ground. Atreyu loses his balance for a moment, but quickly regains it and turns back to the wolf. He gives him a cold look then asks him,

Atreyu:
Who are you really ?

G’mork:
I am the servant of the power behind the nothing. I was sent to kill the only one who could have stopped the nothing. I lost him in the Swamps of Sadness. His name was Atreyu.

The ground shakes and Atreyu falls over backward. He grabs a long, sharp piece of broken stone and stands up. He then yells at G'mork.

Atreyu:
If we're about to die anyway, I'd rather die fighting. Come for me G'mork ! I am Atreyu!

G'mork growls and jumps at him. Atreyu plunges the sharp rock into the beasts heart, killing the G’mork. As Atreyu pulls himself from the carcass of the G’mork, Atreyu finds that the beast managed to inflict a wound on Atreyu. He stands and winces at the deep gash across his chest. Another crash echoes through the ruins as Atreyu makes his way out of the ruins.

CUT TO- Ocean –Falkor under water

Falkor dived deep into the Sea following a slight ray of light from beneath the waves. As he swims deeper and deeper more and more bubbles form around his body, finally he reaches a coral reef, and finds that the ray of light was coming from the lost necklace. Falkor opens his mouth, and plucks the Auryn from the coral with his teeth. Driven by a will much like his own he headed straight for the abandoned city. Below him he could barely make out the form of Atryeu leaving a collapsing building.
Atreyu comes out of an opening and latches onto a tree as the Nothing consumes more and more the surrounding land. Atreyu calls out for Falkor and this time Falkor calls back.

Falkor:
Atreyu, hang on!

Atreyu holds tight to the tree as strong winds threaten to rip him from the branches. Almost as he was losing his grip Falkor plucked him out of the tree, and headed for safer skies. But that was all there was left, below them the Nothing enveloped the remaining pieces of land. Fantasia was gone.

Bastian:
That was the end of Fantasia. Only a few fragments remained of this once rich and beautiful world had been left by the nothing.

VIEW – Falkor flies through a belt of fragments still remaining after the Nothing. The sky is  graveyard of left over pieces of Fantasia. Atreyu wakes from his exhaustion and looks around with a heavy heart.

Atreyu:
Good old Falkor, can you see anything ? Anything at all ?

Falkor:
No, all the land is gone.

Atreyu:
I know, and all because I failed.

Falkor:
You tried.

Atreyu:
Do you suppose the Ivory Tower is still standing?

Falkor:
Let's hope so, Atreyu. Let's hope so.

Atreyu looks down at the amulet dangling from his neck, and gets an idea that might just help them.

Atreyu:
Let the Auryn guide you.

(He clutches the medallion with his hands )

If the Ivory Tower still stands take us there.

CLOSE UP-

VIEW-
The Auryn starts glowing and the fragments move, behind them standing in all its glory is the ivory tower.

Atreyu:
Falkor ! The Ivory Tower !

They approach the tower. And it appears to have been spared by the Nothing. We span over all its beautiful features before we come to rest at the court before the Empress’s chamber.

VIEW-  Bastian. He leans forward and whispers

Bastian:
The Empress

VIEW-
Atreyu walks up the stairs that lead to the Empress's room. The chamber door begins to open. He pauses and looks back at Falkor.

Falkor:
Go on.

He enters the room and the door closes behind him. Before him was the Childlike Empress in person. She sits silently on her bed, her gaze never leaves Atreyu.

Childlike Empress:
Atreyu, why do you look so sad?

He takes off the Auryn and hands it to her. She looks at it, and then him for an explanation.

Atreyu:
I have failed you Empress.

Childlike Empress:
No, you haven't. You've brought him with you.

Atreyu:
Who ?

Childlike Empress:
The Earthling child. The one who can save us all.

Atreyu:
You knew about the Earthling child ?!

Childlike Empress:
Of course. I knew everything.

(Atreyu grows angry with her)

Atreyu: 
My horse died, I nearly drowned, and I just barely got away from the nothing. For what ?! To find out what you already knew ?!

Childlike Empress:
It was the only way to get in touch with an Earthling.

Atreyu:
But I didn't get in touch with an Earthling !

Childlike Empress:
Yes, you did.

Bastian sits up slowly as we hear what she's saying.

Childlike Empress:
He has suffered with you. He went through everything you went through. And now, he has come here with you. He's very close.  Listening to every word that we say.

Atreyu looks around, as does she.

Bastian:
What ?!

Two fragments of Fantasia collide and explode shaking the Tower Violently.

Atreyu:
Where is he ? If he's so close, why doesn't he arrive ?!

Childlike Empress:
He doesn't realize that he's already a part of the Neverending Story.

Atreyu:
The Neverending Story, what's that ?

Childlike Empress:
Just as he is sharing all your adventures, other's are sharing his. They were with him when he hid from the boys in the bookstore.

Bastian:
But that's impossible!

Childlike Empress:
They were with him when he took the book with the Auryn symbol on the cover, in which he's reading his own story right now.

Bastian:
I can't believe it, they can't be talking about me.

The Ivory Tower cracks. Atreyu turns around to  see where it cracked, then he turns back to the Empress.

Atreyu:
What will happen if he doesn't appear?!

Childlike Empress:
Then our world will disappear, and so will I.

Atreyu:
How can he let that happen ?!

Childlike Empress:
He doesn't understand that he's the one who has the power to stop it. He simply can't imagine that one little boy could be that important.

Bastian:
Is it really me ?

Atreyu:
Maybe he doesn't know what he has to do !

Bastian:
What do I have to do ?!

Childlike Empress:
He has to give me a new name. He's already chosen it, he just has to call it out.

Bastian:
It's only a story, it's not real. It's only a story.

The Ivory Tower shakes and cracks some more. Atreyu falls over backward and is knocked unconscious.

Bastian:
Atreyu ! NO!

Childlike Empress:
Atreyu !

EXT. VIEW- the courtyard is being taken away by the Nothing. Because of Bastians new found disbelief the Nothing has grown stronger and is now attacking the last remaining part of Fantasia.

Childlike Empress:
Bastian, why don't you do what you dream, Bastian ?

Bastian:
But I can't ! I have to keep my feet on the ground!

Childlike Empress:
Call my name ! Bastian, please ! Save us !

Bastian:
All right, I'll do it. I'll save you. I will do what I dream!

He climbs up to the window and opens it. He leans out into the storm and calls out the name he had chosen for her.

Bastian:
MOONCHILD!

NEXT SCENE- Darkness, pure and black as night. We hear Bastian speak.

Bastian:
Why is it so dark?

Empress Moonchild:
In the beginning it is always dark.

A small light appears and starts growing until the two childrens faces are illuminated. It is coming from an object in Moonchild's hand. Bastian looks at it.

Bastian:
What is that ?

Empress Moonchild:
One grain of sand. It is all that remains of my vast empire.

Bastian:
Fantasia has totally disappeared ?

Empress Moonchild:
Yes.

Bastian:
Then everything has been in vain.

Empress Moonchild:
No, it hasn't. Fantasia can arise in you . In your dreams and wishes Bastian.

Bastian:
How ?

Empress Moonchild:
Open your hand.

She puts the grain into his hand and he looks at it.

Empress Moonchild:
What are you going to wish for ?

Bastian:
I don't know.

Empress Moonchild:
Then there will be no Fantasia any more.

Bastian:
How many wishes do I get?

Empress Moonchild:
As many as you want. And the more wishes you make, the more magnificent Fantasia will become.

Bastian: 
Really ?

Empress Moonchild:
Try it.

Bastian:
Then my first wish is...

Moonchild follows his gaze and smiles.

CUT TO- Bastian riding Falkor

Below them Fantasia has been reborn. Everything appears as before.

Bastian:
Falkor, it's even more beautiful than I thought.

Falkor:
 Like it ?

Bastian:
Falkor, it's wonderful !

(Bastian looks around.)

Falkor, it's like the nothing never was.

They fly over Rockbiter, the Nighthob, and the little man. Bastian waves to them and Rockbiter waves back. They change their direction and suddenly below them is a great endless field, the Great Plains. Bastian looks down and sees a familiar face from his imagination, only now its real.

Bastian:
Atreyu ! Artax !

Atreyu looks up, laughs, and waves as he and Artax are headed for home.

Falkor:
What would you like to wish for next?

Bastian leans over and whispers in his ear. Falkor laughs.

CUT TO- View of the three bullies talking out on the street where they had chased Bastian the day before. They look up at the sky as Falkor and Bastian appear and start chasing them. They scream…

Bully:
A monster !

Bastian:
Yea ! Look there they are ! Get 'em Falkor. Let's see how you like it chickens!

Bully:
Down here !

(one of them cries pointing to the alley. They start to rest, but Falkor chases them down there too. They start running again.)

Bastian:
We're gonna get you guys !

They run down the alley and jump into the dumpster as Falkor flies by them, laughing. They peer out of the dumpster and then duck back in.

VIEW- of buildings and the sky. We hear a voice, a narrator.

Narrator:
Bastian made many other wishes and had many other amazing adventures before finally returning to the ordinary world . . . But that's another story.