"WILLOW" Story by George Lucas Screenplay by Bob Dolman First Draft Third Revision November 14, 1986 (c) LFL 1986 Lucasfilm LTD. All Rights Reserved Act I FADE IN: EXT.. NOCKMAAR CASTLE - DAY Under gloomy sky a huge fortress looms on a volcanic mountainside. From within WE HEAR the agonizing scream of a woman giving birth. INT.. NOCKMAAR CASTLE - DAY The scream continues as WE MOVE THROUGH the grim corri- dors of the castle TOWARD stairs leading down to a dungeon. INT.. DUNGEON - DAY Silhouetted in sadows, three Nockmaar MINIONS stand guard. In a jail cell, sex fully pregnant WOMEN watch from behind iron bars. The screaming stops. There's a moment of silence. As WE MOVE INTO another jail cell WE HEAR a slap and the first cry of a newborn BABY. In the cell a black-robed DRUID watches intensely as ETHNA, a midwife, leans over the MOTHER and wraps the baby in swaddling. DRUID Is it a girl? ETHNA It is a girl. DRUID Show me its arm. Ethna peels back the swaddling. On the baby's arm is a small marking. DRUID It's true then. I must tell Queen Bavmorda. With great urgency the druid hurries up the dungeon stairs. Ethna gently places the baby on the mother's breast. The mother comforst the baby lovingly until it stops crying. Then she reaches out and clasps the midwife's wrist. MOTHER Ethna, please. Help me. They're going to kill my baby. Ethna nervously looks out at the guards, then shakes her head at the mother. ETHNA They'll kill you. MOTHER Please save my baby. Ethna hesitates. Then decides. She quickly wraps to- gether some rags and gives them to the mother. ETHNA Pretend this is the child. MOTHER Thank you, Ethna. Thank you. The mother kisses her baby and hands it to Ethna, who hides the baby inside the basket of rags. Ethna car- ries the basket past the guards and up the stairs. The mother lies back and sighs with relief. Then she hears clinking bootsteps and her eyes widen with fear. QUEEN BAVMORDA sweeps down the dungeon stairs, her black robes flowing behind her. The druid hurries alongside. BAVMORDA We will start the ritual at dusk. You're certain this is the one? DRUID It bears the markings. BAVMORDA I must see for myself! Just as the omen foretold! The guards fearfully move aside as Bavmorda enters the cell. BAVMORDA So. You *were* the one. MOTHER Yes. But nothing you can do will stop the prophecy. BAVMORDA This child will have no power over me.... Bavmorda grabs the rags away from the mother and anxi- ously tears them apart. BAVMORDA (furiously) Where's the baby! One of the guards looks up the stairs. GUARD The midwife! Bavmorda flies into a rage. BAVMORDA Find that baby! Use the dogs! Sorsha! Two guards draw swords and charge upstairs. Bavmorda grabs the third guard and nods toward the mother. BAVMORDA Kill her. Bavmorda storms away with the druid. WE SEE the shadow of the guard move over the terrified mother. War drums begin to beat out an alarm. EXT. SNOWY MOUNTAINSIDE - DAY TITLES BEGIN. The midwife hurries through swirling show, clutching the baby. EXT. VILLAGE - DAY Nockmaar troops on horseback charge into a desolate village, driving ferocious DEATH DOGS into huts, violently searching for the baby. The oppressed, poor VILLAGERS are yanked into the street. Some of them are beaten. One is killed. The midwife hides behind a hut, still holding the baby, then runs away from the village. EXT. GRASSLAND - DAY Ethna treks across an open grass field. EXT. WOODS - NIGHT She huddles by a fire, exhausted and hungry, her clothes filthy and torn, and she rocks the crying baby. She hears dogs howling in the distance. She clutches the baby, kicks out the fire, and runs. EXT. OCEAN CLIFFSIDE - DAY She scrambles over rocks on a windswept coastline. EXT. FOREST - DAWN Ethna runs desperately for her life. Chasing her are two vicious DEATH DOGS. She scrambles across a shallow river. She claws at rock and tears away sticks and driftwood matted together with weeds. Into this she places the baby and sets it afloat downstream. DEATH DOG Bordak! The dogs lunge from the woods and splash across the river. The midwife claws her way up a steep bank, lur- ing the dogs. As they attack her: MIDWIFE I don't have her! No! No! She grabs a stick and tries to defend herself, thrash- ing at the snarling dogs. From the baby's view, as it floats down the river, WE SEE the dogs kill the midwife beyond the distant trees. EXT. DOWNRIVER - DAY - MONTAGE The little raft of sticks swirls precariously in the current. It glances off jutting rocks, tumbles over rapids, and scrapes under overhanging trees. EXT. RIVERBANK - DAY At last the raft catches in some weeks, almost dumping the baby. TITLE SEQUENCE ENDS Suddenly WE HEAR rustling leaves, possibly another Death Dog. Then WE HEAR giggling. Two children, RANON and MIMS, watch in amazement from the riverbank. EXT. UFGOOD FARM - DAY Holding onto a plow, WILLOW UFGOOD struggles behind a huge hog. From a heavy sack slung over his shoulder he tosses seeds. RANON Dada! We found something in the river! Willow beams with joy as his son and daughter race to- ward him. They grab his sleeves and tug him away from his plow. WILLOW I can't run off and play with you now. I've got work to do. RANON/MIMS But Dada, you gotta see it! Hurry! Willow drops his sack of seeds. The ugly hog glares at him like a guilty conscience. The children squeal with excitement as their father runs toward the river with them. EXT. RIVERBANK - DAY WE SEE Willow from the baby's view. His eyes pop open. He quickly backs his children away. WILLOW Back! Don't go near it. We don't know where it's been. It could be diseased. MIMS It's a baby! RANON It's not a Nelwyn baby. WILLOW No, it's too big to be a Nelwyn baby. It looks like a daikini... MIMS Ooh, it's so cute... WILLOW Mims! Get back here! It might bite you. Willow drags Mims away. Then the baby starts crying. RANON Can't we keep it, Dada? WILLOW Absolutely not. BURGLEKUTT Ufgood! Willow Ufgood! Willow, in a sudden panic, sees BURGLEKUTT in the dis- tance. He splashes into the river, grabs the raft, plunks it on the bank and tries to hush the crying baby. WILLOW Shhh, shhh! It's the Prefect -- that's all I need. Mims, Ranon, keep this thing hidden... EXT. UFGOOD FARM - DAY Burglekutt's beady eyes spot Willow making a mad dash for his plow. Swinging his fat stomach, he angrily points his walking stick and goes after him. KIAYA Mr. Burglekutt! He hasn't done anything wrong! Willow's wife KIAYA chases Burglekutt across the field, her beautiful long hair flowing behind her. Willow quickly gets behind his plow like he's been there all day. BURGLEKUTT Ufgood! What do you think you're doing! I tell the planting seeds in this village. KIAYA I told him we didn't steal it, Wil- low. Burglekutt furiously scoops a handful of seeds out of Willow's sack and shakes them under Willow's nose. BURGLEKUTT You haven't paid your debts. Where did you get these seeds? With pride, Willow puts his arm around his wife. WILLOW In the forest. My family's been gathering them since last fall. There's no law against that, Bur- glekutt. Suddenly the children laugh in the distance. KIAYA Willow! You left the children alone by the river?? In alarm she runs off before Willow can stop her. Bur- glekutt sweeps the horizon with his walking stick. BURGLEKUTT Too late, Ufgood. You'll never get your planting done before the rains start. You're gonna lose this land. He raises the seeds high above his head, then smashes them down at Willow's boots. He waddles away toward two of his MEN who wait by the road. Then: Kiaya SHRIEKS from the river. Burglekutt stops in his tracks and shakes his head as if to say "the whole family's crazy." Off he trudges. Willow watches and waits. Then runs as fast as he can to the river. EXT. RIVER - DAY Kiaya cradles the baby in her arms. Willow runs up, and with patriarchal authority, puts his fists on his hips. WILLOW Absolutely, under no condition, is anyone in this family going to fall in love with that baby. They all fall in love as he speaks. The children fol- low Kiaya up on the bank, walking right past Willow. WILLOW Kiaya! We can't keep that baby. Mims, Ranon. Hey! I will not be ignored! Ignored, Willow huffs after them across his unplowed field. INT. UFGOOD HOUSE - DAY Willow nervously paces as Kiaya pours water in a wood tub and the children entertain the naked baby with sticks and brightly colored cloths, apparatus for a magic trick. WILLOW This is bad. If we're caught with that little daikini it'll be the end of us. Careful, Ranon, I need that for the festival. (indicates magic cloth) Kiaya, what are we going to do? KIAYA We're gonna give this baby a bath. The baby squeals with joy as Kiaya lifts her into the bath. WILLOW Burglekutt's right. There's not enough time to finish plowing. We'll lose everything and I'll end up working in the mines. He shudders at the thought. KIAYA Willow, do you think we should take her to the Village Council? WILLOW No, no! They'll think it's a bad omen. There'll be a flood or a drought or a plague and everybody'll blame me for it! RANON Look. What's that? Willow leans forward. On the baby's shoulder is a small branded scar in a circular design. It only adds to Willow's fears. WILLOW I don't know. This is trouble. I'll talk to the High Aldwin about it tomorrow at the Festival. The baby kicks and splashes and giggles in the bath. EXT. NELWYN VILLAGE - DAY The raucous BAND plays as NELWYNS dance and celebrate amid brochs and wheelhouses garlanded with flowers. A crowd cheers wildly as MINERS battle FARMERS in a tug- of-war, finally yanking the farmers face-first into a puddle of mud. On a stage a HARLEQUIN dances delight- fully. While on a raised platform the five members of the VILLAGE COUNCIL sit and observe, mildly amused. The head councilman is Burglekutt. The WE SEE Willow on another stage. He flourishes his colorful sticks and cloths. In the audience WE NOTICE his friend MEEGOSH, who wears a miner's apron, rooting Willow on. WILLOW And now! For our final amazing bit of magic, I will make an entire pig completely disappear! Meegosh applauds as Mims and Ranon trot out lugging a tiny baby pig in a crate. As Willow takes the pig out it bites his hand and gets away. Willow tackles and squashes it. The crowd laughs and half of them leave, and Meegosh covers his face. Mims and Ranon rapidly wave a bright blanket. Willow cleverly whips the pig under his legs and behind his back and suddenly it's gone! Impresse, the crowd gasps. Then the pig squeals and dashes through Willow's legs and leaps off the stage. CROWD Aaww! Booo! Sssss! Burglekutt and the Council shake their heads as Willow, embarassed, picks up his things. Meegosh trots up with the pig under his arm. WILLOW Meegosh, I'm in trouble. MEEGOSH Hey, it wasn't that bad. You need a better pig, that's all. But as they walk past the Village Council, and Bur- glekutt sneers down at Willow, Meegosh catches on. MEEGOSH Now Burglekutt's got you in the squeeze. Soon you'll be down in the mines like me. WILLOW Mining. I hate closed-in spaces. That's the last thing I'd ever do. (he shudders) I gotta get my crop planted. MEEGOSH You know I'll help you as much as I can, Willow. The Village Council members stand up respectfully as the wise old HIGH ALDWIN hobbles through the adoring crowd. Mims and Ranon rush up to Willow with several other children who are eating candy. MIMS Dada, can we get treacle candy? Can we, can we? Please? WILLOW (preoccupied) Meegosh, can you watch the chil- dren? I gotta talk to the High Aldwin. MEEGOSH (truly amazed) The High Aldwin?? Why? But Willow has already wandered into the crowd, leaving Meegosh with a dozen sugar-charged children and a pig. Willow desperately pushes past people and finally reaches the High Aldwin. WILLOW Sir! I have to talk to you. HIGH ALDWIN Not today, Willow. WILLOW It's a matter of great importance to me! Burglekutt stares angrily from his platform. Slightly annoyed, the High Aldwin stops and places his hand on Willow's shoulder. HIGH ALDWIN Intuition, Willow -- remember? I know you're eager to be my appren- tice, Willow. But today is the spring festival. Suddenly a walking stick is pointed at Willow's nose. BURGLEKUTT Apprentice? To the High Aldwin!! Willow Ufgood??? His belly shakes as he howls with laughter, encouraging his councilmen to join in. Willow shrinks away, em- barassed. Then a terrified SHRIEK shatters the festivity. Music stops and people grab their children and run for their lives. A DEATH DOG rips a trail of destruction through the village. Meegosh holds onto Ranon and Mims. But when Mims sees Willow she runs right out into the open. Willow charges twoard her, tackling her and rolling away from the beast's claws. DEATH DOG Bordak! Bordak! A loud war cry distracts the dog. VOHNKAR, the toughest warrior in the village, leads a charging army of miners and farmers wielding shovels and picks. Wil- low and Meegosh grab sticks. The Nelwyns battle the Death Dog. At last, Vohnkar drives a spear through its chest and it dies hideously. MEEGOSH What was it looking for? A VILLAGER It said "bordak"! What does it mean? COUNCILMAN (scholarly) Baby! It means baby! It was look- ing for somebody's baby! Mothers grab their children, people look around the wrecked village in terror. There's a haunting silence. MIMS Mommy? Suddenly alarmed, Willow races towrd his distant farm, his children hurrying behind. WILLOW Kiaya! Kiaya! INT. UFGOOD HOUSE - DAY Willow bursts in and finds Kiaya calmly feeding the baby. Relieved, he throws his arms around her. WILLOW We can't keep this baby, Kiaya. We must take her to the Council. The children run in and they all huddle together, cher- ishing their precious lives. INT. COUNCIL BUILDING - DAY Arguing villagers pack the church-shaped room to the open door at the back and into the balconies above. The councilmen sit on a platform at the front, with the High Aldwin seated in a special chair above them. Tak- ing charge, Burglekutt stands and pounds the floor with his walking stick. BURGLEKUTT An evil beast from the outer world has invaded our peaceful village, looking for a baby! This only adds to the frenzy. A VILLAGER It's a sign! An omen! ANOTHER VILLAGER Our crops will die! BURGLEKUTT Silence! One beast we can kill. But there may be more! And they won't give up their search till they've found what they're looking for! MEEGOSH Whose baby is it! OTHER VILLAGERS Who's to blame for this! Amid the chaos the High Aldwin slowly stands up. As if he senses something, he looks over the crowd toward the back. At the back door, holding the baby, Willow tries to push his way through the jostling crowd. The High Aldwin raises his hand. It flashes magically. He points as he speaks: HIGH ALDWIN Willow Ufgood! Come before me! The crowd stands apart as Willow walks the length of the room. Kiaya and the children follow part way and then stand aside next to Meegosh. Burglekutt simmers as Willow approaches the platform. HIGH ALDWIN Earlier today you tried to tell me something, Willow. WILLOW (bows his head) My family found this baby in the river, High Aldwin. The crowd stirs but the High Aldwin silences them with a simple gesture. He gazes down at the baby mysteri- ously. HIGH ALDWIN A daikini child... (his eyes close) ...of some importance, I feel... BURGLEKUTT That's what the beasts want! Give it back! The crowd rumbles, many agree. WILLOW They'll kill her! We can't let this baby die! BURGLEKUTT What do we care! Burglekutt whips up the shouting crowd. The High Aldwin raises his hands, feeling the air above him. Almost in a trance: HIGH ALDWIN ...importance...yes...this child is special... COUNCILMAN What should we do? Instantly, the High Aldwin drops his arms and opens his eyes. HIGH ALDWIN This child must be taken beyond the boundaries of our village. All the way to the daikini crossroads. The room goes silent. A VILLAGER Who will do that? SEVERAL VILLAGERS Vohnkar! Vohnkar! Vohnkar the warrior elbows his way to the front and pounds his chest once with his fist. HIGH ALDWIN The outer world is dangerous and corrupt, Vohnkar. And this baby is hunted by blood-hungry beasts. Are you willing to sacrifice your life? Brave Vohnkar swallows and shifts his weight doubtful- ly. VOHNKAR If I go, who'll defend you if other beasts attack? The crowd rumbles and shouts, and Vohnkar mops his brow and scuttles away from the platform. BURGLEKUTT He's right! It seems only fair that the man to take this baby to the crossroads... (walking stick up) ...be the very man who plucked it... (walking stick down) ...out of the river! All eyes turn to Willow. Kiaya gasps and Meegosh holds her back. WILLOW I can't do it! I haven't put my crop in! A COUNCILMAN You caused this trouble. You found the baby...you get rid of it! BURGLEKUTT I nominate Willow Ufgood! The crowd cheers wildly. The High Aldwin steps forward to the edge of the platform. With a flourish he waves his arms. HIGH ALDWIN I will consult the bones! Something rattles as he shakes his cupped hands. The crowd jumps away. The High Aldwin scatters small bones across the floor below him. He leans down and studies the bones. Willow looks at Kiaya, who is worried and afraid. The High Aldwin speaks softly to him: HIGH ALDWIN The bones tell me nothing. (he eyes Willow) But I must make a decision. Is there love in your heart for this child? Willow hesitates. He looks at the baby. WILLOW Yes. The High Aldwin bolts straight up, broadcasting: HIGH ALDWIN The bones have spoken! Willow? The security of this village depends on you! The people shout and cheer and applaud and begin to leave. Kiaya and Meegosh and the children push their way toward Willow, who stands there staring at the baby. INT. UFGOOD HOUSE - NIGHT Kiaya's hair hangs down her back in a long tight braid. Near the fire she packs supplies into a travel sack. On the other side of the fire, Willow diapers the baby. The house is quiet. MIMS Dada? Willow sets the baby down. He goes around an opne wall an sits on his daughter's bed, straightening her blank- ets and toys. MIMS Watch out for brownies, Dada. WILLOW I will, Mims. Goodnight. He smiles and kisses her. Then crosses over to Ranon's bed. RANON Dada, what's a daikini? WILLOW Daikinis are giant people who live far far away. RANON Are you scared? Willow shrugs. Ranon sits up in bed. RANON I could be you rguard! I could carry your spear! WILLOW (smiles) What a great son you are, Ranon. I wish I could take you with me. Now go to sleep... Ranon slides down under his blankets. Willow kisses him, looks at him a moment, then quietly withdraws to- ward the fire. EXT. SACRED HILL - SUNRISE The silhouette of a distant hill with druid stones on top. Carrying the baby, Willow climbs the hill with his fami- ly. He wears a papoose rig, supply pack, and a dagger. He hands the baby to Kiaya, then walks through the towering stones. The High Aldwin solemnly looks out at the distant forest. HIGH ALDWIN Now, you know where you're going? (Willow shakes his head) Down there, through those trees, follow the river. You'll know the crossroads by a big daikini struc- ture. Willow, this is serious business. Don't waste any time, the outer world is no place for a Nelwyn. Give the baby to the first daikini you see, then hurry home as fast as you can. WILLOW If I'm not strong enough to be your apprentice, how can I do this? HIGH ALDWIN You're strong enough. But you're going to need courage, Willow. WILLOW I don't want courage. I don't want to be a warrior. All I've ever wanted was to do magic, real magic, like you! HIGH ALDWIN Real magic, Willow, is simply the art of controlling the reality of others. You lack faith in your- self. You must learn to trust your intuition. The High Aldwin picks up a rock. With intense concen- tration he squeezes it in his outstretched hand. Then throws it in the air. It changes into a bird and flies away. HIGH ALDWIN Go in the direction the bird is flying. WILLOW (amazed) Oh, if I could do that I'd--I'd turn Burglekutt into a toad! HIGH ALDWIN Waste magic on revenge? You have much to learn, Willow... The High Aldwin touches Willow's shoulder and turns away. The children are playing tag among the stones. Willow hugs them. Kiaya places the baby in the papoose. KIAYA Willow, we've never been apart. I miss you already. Take this. It will bring you luck. Kiaya, whose head is covered with a kerchief, places a braided necklace on her own hair around Willow's neck. WILLOW You cut your hair, Kiaya? He kisses her. The adjusts the papoose and heads off down the hill. The others wave goodbye sadly. KIAYA Willow!! Kiaya rushes down the hill and passionately throws her arms around Willow, tears in her eyes. At last they break apart, and Willow begins the journey. EXT. WOODS - DAY - MONTAGE Willow hikes through strange and wondrous terrain, amazed and frightened. Animals rustle in the brush and he stumbles into a thistle patch, jumping out picking burrs off his legs. He hides from a fierce bear. The bear sees him and runs away. Willow hurries along, shifting the papoose, getting used to the baby's weight. EXT. ROAD - EVENING The baby is fussing hungrily. Willow impetuously digs a bladder of goat's milk from his sack and struggles to feed her. Then he hears something. Sensing danger, he clutches the baby and runs down a nearby riverbank. He hides under a bridge. NOCKMAAR SOLDIERS on horseback thunder toward the bridge, led by the knight SORSHA whose face is hidden under a black helmet and visor. In the other direction Willow sees a LIEUTENANT and two DEATH DOGS. They all meet on the bridge. The hideous soldiers are part hu- man, part beast. LIEUTENANT We've patrolled the hills. This is where they killed the nursemaid. SORSHA She must have done something with the child. Widen the search! One of the Death Dogs is chewing on the Lieutenant's stirrup. LIEUTENANT Get away from there! The dog panics and gnashes at the Lieutenant's arm, ripping away a piece of armor with its teeth. Horses rear. The Lieutenant draws his sword lightning-fast. He slices and kills the Death Dog. The baby begins to cry but the death-howl of the beast drowns her out as it does hurtling off the bridge into the river below. The soldiers gallop off into the woods. Willow falls back against the riverbank, shrinking away from the murdered Death Dog which lies bloody and twisted in the water. The terrified baby cries in his arms. EXT. ROAD - MORNING A harmless rabbit springs across Willow's path. Willow trips over a stone and almost falls flat on his face. WILLOW I hate this. Where am I? I should stick you in a tree and go back home. (looks at baby) I'm sorry. I didn't mean that. He hurries along the road, looking over his shoulder. EXT. LANDSCAPE - DAY - MONTAGE Various VIEWS of Willow and the baby trekking across vast hills and valleys. EXT. HILL - DAY Gasping with exhaustion, Willow staggers up a sloping hill and drops to his knees. His eyes brighten. In the distance he sees a junction marked by a high wooden scaffolding. WILLOW That's it. The crossroads... He stands and heads toward it cautiously. EXT. CROSSROADS - DAY The place is disgusting. Littered with junk, buzzing with flies, plagued with rodents. Willow creeps toward the scaffolding, covering his face against the stench. From it hang two cages. In one is a heap of filthy rags. In the other a half-clothed skeleton with one bony arm dangling out. Willow unpacks the papoose and looks up the deserted road. He shivers with cold. WILLOW I hate this. EXT. CROSSROADS - DAY - LATER Willow waits uneasily, brushing flies off his face. The baby fusses and squirms. He peeks inside her diaper. WILLOW I hate this. He looks anxiously up and down the road. The baby's crying gets worse. He begins to change her. EXT. CROSSROADS - SUNSET Willow finishes building a fire, lighting it with flint and blowing it into flame. The baby lies quietly near- by in a kind fo porta-crib made of papoose and twigs. Nightfall teems with spooky noises: crickets, frogs, bats, owls and howling wolves. Then a terrible moan frightens him. WILLOW I really hate this. Not sure where it came from. he backs away from the fire, under the rag-filled cage. Suddenly a hand reaches down and yanks Willow up off the ground! Wil- low screams. The baby cries. And WE SEE the haggard unwashed unshaven face of MADMARTIGAN pressing against the bars of the cage. MADMARTIGAN Hey, Peck...get me some water...or you'll diiiiie...! Madmartigan shakes Willow like a rag-doll until Willow nods his head yes. Then drops him. Instantly Willow races around that fire, picking up everything he owns. WILLOW I will--I'll getcha water--getcha lotsa water--anything you say--! Willow grabs the baby and makes a beeline for the bushes. MADMARTIGAN Peck! He dives headfirst into the weeds. Madmartigan rattles his cage. MADMARTIGAN You're a weasely little Peck! Gimme some water! Willow peeks at him and shakes his head. WILLOW I'm not coming near you! They stare at each other across the fire. Then, Mad- martigan puts on a very phony smile. MADMARTIGAN Please? I'm dyin' of thirst in here. WILLOW Good. How long will it take? Madmartigan drops the smile and spits at the fire. MADMARTIGAN Don't make me angry, Peck. WILLOW You be careful. I'm a powerful sorcerer. I could turn you into a toad just like that. MADMARTIGAN Miserable Pecks. Willow throws a rock at him. It bounces off the cage. Madmartigan sags down into a heap of rags again. EXT. CROSSROADs - NIGHT The wind howls through the distant trees as darkness falls. Willow rocks the baby and eats some bread. Madmartigan watches him hungrily, sighing, forlorn, his eyes asking for pit. Willow glances at him. Finally, he can't take any more and he puts down the baby and pous some goat's milk in a cup. He reaches up on tip-toes and offers the milk to Madmartigan. MADMARTIGAN That's more like it. Madmartigan snatches the cup and guzzles the milk, retching horribly at the taste. Then he tosses the cup back. WILLOW Do any other daikinis ever come by here? MADMARTIGAN Why. WILLOW I have to give this baby to some- body. Madmartigan grabs the bars and raises himself up. MADMARTIGAN I'm somebody. Lemme out and I'll take care of your baby. He makes little kissing noises to the baby, trying to be sweet. However, his teeth are filthy. WILLOW No. Somebdoy put you in there for a reason. I'll wait for somebody else. Willow retreats to the fire. Madmartigan whacks the cage with the back of his hand. EXT. CROSSROADS - NIGHT- LATER By the blazing fire Willow feeds the baby. WE HEAR hoofbeats. WILLOW Hey! Somebody's coming! MADMARTIGAN Peck! Quick! Douse the fire! Excited, Willow tosses more wood on the fire, picks up the baby and waits. MADMARTIGAN No, you fool! Put it out I say! Out! Torches appear up the road. A horse-drawn wagon clatters full-speed toward the fire. WE HEAR load drunken voices, far from friendly. Willow quickly dives into the bushes. Four boorish PICTS, with tatooed faces and arms, halt at the crossroads, yelling and waving their torches. Madmartigan is hidden under his rags. For fun the Picts set fire to the skeleton cage. Then head for the other. MADMARTIGAN No!! He rises up in the torchlight. The Picts taunt him. PICT Whose fire! They jab their torches at Madmartigan. MADMARTIGAN No! Help! Stop! PICT Where are they? Where did they go? Madmartigan points way up the road. The Picts ride away. As they go, they swing his cage and st fire to the floor of it. Madmartigan frantically geats the flames. His sleeves ignite. Willow scrambles out of the bushes and scoops up hand- fuls of dirt, which he chucks at Madmartigan. MADMARTIGAN (spitting out dirt) Thanks for your help, Peck. WILLOW Are you okay? MADMARTIGAN As if you care. I saved your life, Peck. Those guys woulda killed us! (points dramatically) You wanna give your baby to them?? They eat babies! WILLOW I don't know. Madmartigan literally licks his wounds, dragging his parched tongue along the length of his forearm. Willow begins to walk away. MADMARTIGAN The world's gone insane. Good men locked in cages, criminals running free. It doesn't pay to be honest, Peck. Willow stops and turns around. WILLOW Don't call me a Peck. My name is Willow. Madmartigan slinks down like a cat and slowly extends his derty hand through the bars. MADMARTIGAN Hello, Willow. I'm Madmartigan. Willow stares warily at the hand. Madmartigan smiles. Willow quickly shakes his hand and jumps away. Madmar- tigan laughs in a harmless, friendly way. MADMARTIGAN You a woodcutter? WILLOW Farmer. MADMARTIGAN Farmer! I knew it! You're a vic- tim, Willow. Yep, you and me: victims of a rotten, corrupt, cor- rupt, rotten world. A rat lumbers out of the darkness and sniffs toward the baby in the porta-crib. Madmartigan suddenly points. Willow screams and chases the rat away. Madmartigan shakes his head as solemnly as an undertaker. MADMARTIGAN Listen, Willow my friend. I'm really a good man. Give me my freedom, and I'll look after that baby for you. Trust me. After a moment, Willow takes out his dagger. He stands on his toes under a cage, reaches up, and hacks at the chain lock. Madmartigan's eyes widen over-eagerly. he rubs his hands together and licks his lips. MADMARTIGAN That's it--good--good--like that, yes, good, good, the chain--that's it, come on--come on--! Willow suddenly steps away. WILLOW Nooo, I don't think I should. Madmartigan goes berserk. His arms flail and the whole cage shakes and swings and he bangs his head on the roof. MADMARTIGAN Peck!! Stupid Peck! I'll kill ya! Let me out! Willow scrambles back to the fire and scoops up the baby and rocks her in his arms. EXT. CROSSROADS - DAWN Madmartigan is making something out of scraps of bark and cloth. He smiles sweetly as Willow wakes up. MADMARTIGAN Morning, Willow. Willow turns his back on him and tends to the baby. MADMARTIGAN Sorry I yelled at you. I've been in this cage toooo long. Can't think straight anymore. Owww...! Willow looks over. madmartigan pats his arms in pain. WILLOW You all right? MADMARTIGAN These burns. My arms. Ouch... He holds up his arms in agony. Willow fishes some gooey jelly out of his sack and smears a gob of it on a leaf. He hands it up to Madmartigan. WILLOW See if this helps. Madmartigan wipes the goo all over his arms. MADMARTIGAN Aaaaaahhhh. Better. Here, I made something for the baby. He holds out a ratlle and shakes it. Willow accepts it. WILLOW What's inside? Madmartigan sticks his finger in his mouth and pries it open as wide as possible. MADMARTIGAN A tooth. (Willow reacts) I'm strving. I got no used for it. Noise in the distance. up the road Willow sees a MESSENGER charging on horseback. He gallops right past, whipping his horse, almost knocking Willow off the road. Then another MESSENGER follows with the same urgency. Willow grabs the baby and steps out to stop him. WILLOW Stop! Wait! The messenger screams a Willow who jumps aside as he thunders by. The two horsemen disappear up the road. MADMARTIGAN (with authority) Smells like a battle. WILLOW Are you a warrior? MADMARTIGAN The greatest swordsman that ever lived. Madmartigan slices the air with an imaginary sword. Willow shakes his head and goes back to the baby. EXT. CROSSROADS - DAY WE SEE the empty road. Willow's head pops INTO FRAME. He grabs the baby. WILLOW What's that? I hear something! MADMARTIGAN You hear trouble. WILLOW What is it? The horizon rumbles. Madmartigan cups his ear. Cyni- cally: MADMARTIGAN A hundred horses...five or six wagons... and about six thousand fools. Two CAVALRY OFFICERS gallop into view, raising a plume of dust. Then an enormous ARMY appears: cavalry, foot soldiers, assault wagons: shields, swords, spears, raised banners. The two officers shout orders over the thunderous clamor of hoofbeats, marching boots and clanking armor. Charging back and forth, they shepherd the army through the crossroads. Willow holds the baby. Fighting dust and noise he tries to get the officer's attention. WILLOW Sir? Sir! OFFICER Out of the way! An officer's horse nearly kicks Willow, who scurries out of the way. Huddling with the baby, he notices AIRK THAUGHBAER, a large, muscular, bearded officer, clearly in charge. On horseback, Airk breaks file and rides up to the other officers. AIRK Push 'em harder! No rest at mid- day! We need to make ten more leagues by dark! Shouting orders, the officers split up, charging to the front and rear of the army. Airk watches the army pass. Willow desperately scrambles up to him. WILLOW Sir! Sir! I have this baby. We found her in our village. Will you take her...? Huge Airk looks down from his huge horse. Little Wil- low holds up the baby. AIRK We're going into battle, little one. Find a woman to take care of it. MADMARTIGAN He thought you were a woman, Airk! Airk snaps hes head around and his eyes flash. AIRK Madmartigan! What did you do this time? MADMARTIGAN Nothing you wouldn't have done it my place! Airk's horse prances menacingly around Madmartigan's cage. AIRK I always knew you'd end up in a crow's cage. MADMARTIGAN Least I'm not down there herding sheep! Airk laughs sourly and rocks the cage. AIRK You're lucky somebody got to you first, Madmartigan! I'd've killed you myself after that stunt at Land's End! He swings that cage and starts to ride away. MADMARTIGAN Airk! Come on, Airk. Lemme outa here. AIRK (really sarcastic) Hey, remember? You don't need my help, Madmartigan. Little rabbit trap like this? Come on! I could open it for you, but I wouldn't wanna insult you! MADMARTIGAN Gimme a sword, Airk. I'll win your war for you. Airk quickly drops the banter and glares at Madmartigan seri- ously. AIRK You're nothing but trouble, Madmar- tigan. And I got plenty of that. Stay in your coffin and rot! Airk spurs his horse and smashes the cage as he charges off. MADMARTIGAN I'll be around long after you're dead, Airk! You slime! When I get outa here I'll cut your head off and stick it on a pig-pole! WILLOW Friend of yours? Madmartigan snarls down at Willow as the army continues to march by. But then he quickly gets cute again. MADMARTIGAN Hello, little baby... EXT. CROSSROADS - DAY - LATER A ghostly wind hants the barren crossroads. The road is pocked with hoofprints and wagon tracks. Willow shakes his head at the ashes of his dead fire. MADMARTIGAN Whatcha thinkin' about, Willow? WILLOW I hate this. Madmartigan squeezes his face between the bars of his cage. MADMARTIGAN Nobody's gonna take your baby. Know why? Nobody cares... (beat) Except me. (wistfully) You wanna go back to your farm. You wanna go back to your family. I could take care of that baby. I'll look after her like she was me own. WILLOW You don't know anything about ba- bies. Madmartigan kneels and straightens up and points up his finger astutely. MADMARTIGAN Ahhh! But I know a lot of women who do. Why, if I had somebody in my life--a little daughter for instance--I'd have a reason to live... He clsps his hands together outside the bars, plead- ing: MADMARTIGAN Willow. You can't let me die here. Not when I wanna help you. Willow looks at the baby in the porta-crib. Then looks up the empty road. Then looks hard at Madmartigan. WILLOW You gotta promise to feed her. MADMARTIGAN I will. WILLOW Fresh goat's milk. MADMARTIGAN Absolutely! Willow draws his dagger and begins to hack at the chain. WILLOW And give her a bath everyday, and don't let her get cold. And keep her diaper changed. MADMARTIGAN Of course! I promise! Willow hacks and pries at the chain until it breaks open. The bottom of the cage falls out, dumping Mad- martigan into a heap of rags and dust. MADMARTIGAN Come to Daddy, little darlin'. (picks her up) I think she likes me! Kneeling on the ground, he plays with the baby. Willow quickly hitches the papoose to Madmartigan's back and hands him supplies. WILLOW Here are her diaper rags. And this is her milk bladder. And when she cries--she's either hungry or she's tired--rock her on your left shoulder. She likes that. MADMARTIGAN Don't worry, Willow. She's in good hands. You haven't made a mistake. Willow takes the baby and kisses her. WILLOW Bye. He puts her in the papoose. WILLOW (to Madmartigan) Please take good care of her. Madmartigan stands up. He towers above Willow. He pats Willow on the head. MADMARTIGAN You've done a great job. Now you go back to your family and get your crop in. Madmartigan smiles, turns, and marches off down the road. Willow sighs with relief, his task accomplished. He watches Madmartigan and the baby disappear over a hill. EXT. ROAD - DAY Swinging his arms and whistling a tune, Willow struts proudly up a gentle hill. WILLOW Look, it's Willow Ufgood! He's come home! Welcome back, Willow! He deserves a medal: he's quite mystical. For honor, for bravery, for his intuitive powers... (he chuckles) ...let's make him Apprentice Aldwin. Better still: High Aldwin! Make way! It's Willow Uf- good, High Aldwin of--- The baby cries! Willow spins around. Flying towrd him is an incredible VULTURE with enormous winds. In its claws it carries the baby, papoose and all. It swoops straight at Willow, buzzing him, and Willow hits the dirt. He looks up. To add to the wonder: riding the vulutre is an ELF. WILLOW Come back here, you! That's my baby!! The vulture zooms off into the tall majestic trees of the forest, with the baby crying. Shouting and waving madly, Willow gallops after it. EXT. THROUGH THE FOREST - DAY Willow tears after the vulture which vanishes in the towering trees. As the path narrows, something whis- tlse past his ear. Finger-length arrows rain down on him from every direction, peppering the surrounding trees. Some even hit Willow. He plucks them out as he races along. He comes to a fork in the path: Decision! He starts down one way, then slams on the brakes. He sees ropes and nets. WILLOW Oh no, it's a trap! He hurries back to the fork and takes the safer route-- WILLOW Oh noooooo!! --and gets swallowed by a deadly pit. INT. ELFIN THRONE ROOM - UNDERGROUND Willow wakes up as a pail of water hits him in the face. His feet and wrists are being bound. Several little ELVES are gawking and laughing at him. They wear samurai-type outfits and angry little haircuts. WILLOW (focusing) Where am I? Where's the baby? FRANJEAN, the Elfin king, struts forward arrogantly. He speaks a haughty, nasal accent resembling French: FRANJEAN I am Franjean, king of the world. Willow struggles against the ropes that bind him. WILLOW That baby's my responsibility! Outraged, Franjean smacks Willow's nose with the back of his hand. FRANJEAN I don't care. We paid for her. Go back to sleep, monsieur... As he leaves, Franjean nods to an intense-looking ARCH- ER elf heavily armed with arrows and a spear. The archer dips his spear in a bowl of purple liquid. He pricks Willow's arm. WILLOW Yeow! (he loses consciousness) Madmartigan...I never should've trusted you... FADE TO BLACK INT. ELFIN THRONE ROOM - DAWN Willow's eyes open. A wild little face is looking at him. A wild little person is standing on his chest. TEEMO Tongue. Too groggy to argue, Willow sticks out his tongue. TEEMO the brownie crushes a brittle leaf and tosses the dust into Willow's mouth. Smacking his lips, Willow comes around. He sees, down between his legs, another brownie named ROOL cutting the ropes. WILLOW Who are you? ROOL Quiet, you fool! TEEMO (formal) We are emissaries of her majesty, Queen Cherlindrea, of the land of Coshairm. WILLOW Queen Cherlindrea? TEEMO She requests the presence of your- self and the young princess. WILLOW Who?? TEEMO You're the guardian, aren't you? ROOL Quit yakking, Teemo. We gotta get outa here! Willow rolls onto his knees, stands up and bumps his head on the ceiling. The fuzzy-headed brownies creak open the door and becon Willow to follow. He squeezes through. INT. ELFIN HALLWAY - UNDERGROUND Like a rabbit warren, compartments branch off the main tunnel. Willow scrunches along behind the tip-toeing brownies. They hear the baby crying. They peek through the door. Inside a cluttered room they see thebaby crying miser- ably. Her tears are being carried to a high level in tiny buckets on a mechanized wheel, operated by FOUR ELVES. TEEMO Elves! They're always tormenting babies. They make them cry and take their tears. ROOL Somebody has to do it. WILLOW Why?? ROOL How else they gonna make dew drops? The baby shrieks. WILLOW I'm getting her out of there! TEEMO No! You let us handle this. Come along, Rool! Teemo ridiculously pushes Willow away from the door. With a macho swagger he adjusts his dagger belt, and he and Rool open the door. INT. ELFIN TEAR FACTORY They enter like gunslingers in a saloon. The four elves, who are twice their size, turn and face them. Teemo draws his small dagger. With confidence he smiles at Rool. TEEMO Watch this. Right between the eyes. ROOL (to the elves) He never misses. Artfully Teemo poises the dagger above his head. With all his might he throws. His dagger flip-flops through the air and lands at the elves' feet, plink-plunk. TEEMO Ooops. Was that right? That wasn't right. Suddenly the entire wall implodes. The elves scream and panic as Willow comes crashing in like King Kong. He grabs the crying baby and tucks her under his arm. EXT. ELF HOLE - DAY The brownies scamper out of a hole in the ground where the elves keep their vultures corralled. ROOL/TEEMO Hyah! Hyah! Git! They untie th evulture and send them flapping away in the forest as Willow wiggles out of the elf hole with the baby. They run for their lives. EXT. FOREST - CHASE - DAY Rool and teemo tear along at incredible speed, Willow barely keeping up with them. Little elf arrows shower the forest as the angry elves chase after them, whoop- ing and screaming. EXT. DEEP GORGE - DAY They skid up to a perilously deep drop into oblivion. The elves are shrieking toward them. The only chance of excape is a huge fallen tree spanning the gorge. The brownies scamper out. Willow looks down and reels with vertigo. WILLOW I can't go out there with the baby! ROOL/TEEMO (frantically point) Elves!! The elf army pours out of the forest. Willow holds his breath and ventures out onto the topmost branches of the tree. Arrows zing around him as he wobbles like a drunken tightrope walker toward the middle. The brown- ies wait for him. WILLOW Ohhh, I hate this. TEEMO Take your time. Don't worry about the elves. They won't come out here. WILLOW Why not? ROOL Because of the trolls. WILLOW Trolls? The brownies console Willow with unworried laughter. TEEMO Relax. They only come out at night. An ugly TROLL snarls up behind Willow. They all scream and race for the other side. Another TROLL pops up to meet them. The trolls slink along like possums. The brownies dive through a hole in the hollow tree trunk. The elves, meanwhile, flint-start a fire at their end of the tree. One troll claws at the brownies inside the trunk while the other chases Willow across gangling branches. Then the baby falls out of the papoose! She tumbles and catches on a low branch and Willow races the troll and grabs her just before she plummets into the gorge. One troll catches Rool but can't then get his claw out of the trunk. The brownies finally excape. The tree burns and breaks, dangling over the gorge by its roots. A troll howls as he falls to his death. The other scrambles up the tree and grabs Willow's foot. Willow's boot slips off and down goes the second troll. Flames lick at Willow as he at last hauls himself to safety, just as the roots snap and the blazing tree goes crashing down in the gorge. WILLOW This is not going well. TEEMO Hurry! Queen Cherlindrea will know what to do. Willow bundles the baby and follows the brownies into the forest. Hobbling slightly on his bootless foot. EXT. MAJESTIC FOREST - SUNSET Fading sunlight bleeds through awesomely beautiful trees as Willow and the brownies trek into the magical Fairy Kingdom. Elora Danan falls into a peaceful sleep. EXT. FAIRY KINGDOM - NIGHT Willow comes to a halt. His mouth drops open. The forest is a luminous Milky Way of dancing, flying FAIRIES, like fireflies. The brownies tug at his pant-legs and whisper. TEEMO Come on. This is a privilege. No- body ever gets called before Her Majesty. Wonder-struck, Willow walks into a clearing where colorful night-flowers bloom. He lowers himself onto an enormous toadstool, testing it with his hand. Other BROWNIES stand watching, like courtiers. The tiny fairies fly up to Willow's face and giggle: they look like five-year-old girls, full of mischief and fun. Suddenly a strange LIGHT begins to throb behind the trees, peircing the forest with helter-skelter beams. Willow throws up his arms as the bright light stings his eyes. ROOL Stand up! It's the queen! CHERLINDREA, the Fairy Queen, materializes out of frag- ments of moving light, diaphanous, sylph-like, beauti- ful. CHERLINDREA Willow Ufgood. WILLOW (blinded) Yes...? CHERLINDREA I hope you are comfortable here, inside my kingdom... Willow says nothing, still batling the bright light. TEEMO Talk! Say something! WILLOW I can't see anything--she's too bright! CHERLINDREA I'm sorry... The light diminishes, enabling Willow to see the queen. She is a beautiful vision, with flowing hair and lumi- nous eyes. Her magical presence both stuns and impresses Willow. She turns to the brownies. CHERLINDREA Broke-heart of nightingale for our honored guest. All the courtier brownies snap to attention and go into action, bustling about, going to work, some even trip- ping over one another. They bring Willow a drink in a delicate cup-shaped leaf, and he takes a sip. The queen dissolves and reappears near Willow. She le- ans down and opens the baby's swaddling and looks at the mark on the baby's arm. CHERLINDREA It is Elora Danan! The prophecy has come true. The tiny fairies and the brownies stop work and sigh with respect and amazement. Cherlindrea seems to levi- tate the baby out of Willow's arms, floating her magi- cally onto a special cradle of stram and sticks. The brownies and fairies crowd around, with great rever- ence. WILLOW You mean, you know who this baby belongs to? CHERLINDREA She belongs to all of us. She is the future queen and ruler of all kingdoms on earth. Willow starts to get up. WILLOW What a relief. Now I can go home. The queen fragments and reappears right in front of Willow. CHERLINDREA No, Willow. Your journey has just begun. It has been foretold that this child shall bring about the downfall of Queen Bavmorda, whose evil powers have darkened our world. Upon you depends this princess's life. WILLOW Me? The Fairy Queen flashes and vanishes. Willow lowers himself back down again. She reappears behind him. CHERLINDREA You are the guardian, Willow. You must take her to Tir Asleen. WILLOW What is Tir Asleen? Willow can't keep track of her. She keeps changing her shape. The brownies and fairies snicker at Willow's confusion. CHERLINDREA It is a distant castle, where a great king and queen will look after Elora Danan and keep her safe until she is old enough to rule. She is gone again. Willow looks everywhere, frusturated by these riddles and mysteries. WILLOW Where is Tir Asleen? How far is it? She reappears again. CHERLINDREA The way has been lost in time. But there is one person, a druid sor- ceress, who might guide you there. She was exiled by Queen Bavmorda many years ago. Her name is Fin Raziel. WILLOW You need a warrior for this job. I'm nobody. CHERLINDREA You are very important, Willow. WILLOW No I'm not. Have you really looked at me? (jumps to his feet) I'm short! Even for a Nelwyn! From down at his feet, Rool and Teemo stare up, insult- ed. WILLOW (continuing) Why can't you do it? You have mag- ical powers. CHERLINDREA My prsence cannot extend beyond this forest. But I can give you these... Cherlindrea drops three small objects in Willow's hand. CHERLINDREA They will protect you. Use them wisely. Willow looks at them for quite a while. WILLOW They look like acorns. CHERLINDREA Anything you hurl them at will turn to stone. Willow looks closely at the acorns, then up at the queen. WILLOW They're magic? Are you serious? The forest light grows brighter. The queen looms over Willow and he again has to shield himself from the brightness. CHERLINDREA (sternly) I am very serious, Willow. There is no time to lose. Now she intensifies her light so that Willow backs away, completely covering his face. WILLOW But I've got a family to think about! They need me! The queen swirls around him like a solar wind, blowing the forest trees, scaring even the brownies. And then all of a sudden: silence. And total darkness. ALL WE SEE, in dim moonlight, is Willow's face, peeking out from between his fingers. WILLOW Hello...? The queen's voice echoes the forest. CHERLINDREA Bavmord'a powers are growing like an evil plague. Soon she will con- trol the lives of you children, your wife, your village...everyone. Very gradually and beautifully the firey fairies begin to flicker, restoring light to the forest. More light genlty brightens, bathing the woods, and the Fairy Queen reappears. She is holding Elora Danan in her arms. The brownies creep out from behind the trees. All eyes are upon Willow. CHERLINDREA The choice is yours. Willow takes the baby and looks at her for a moment. He struggles with his conscience. The fairies and brownies wait in anticipation. At last Willow looks up at them, resolved and determined. WILLOW I'll do it. Yes, I will, I'll do it! The fairy kingdom sends up a great cheer and applause. Fairies giggle playfully around Willow's face, and brownies hug his ankles. WILLOW But I only have one shoe. EXT. WOODED HILL - DAY WE SEE Willow's feet as he walks along. He has himself a brand-new shoe. Spirits high, he treks in the sunshine, papoose strapped to his back. Teemo rides in his pocket, while Rool straddles the papoose, tickling the giggling baby. WILLOW Wait till I tell my children. Stuff like this never happens in my village. He digs a magic acorn out of his pocket and tosses it high in the air. The brownies gasp. TEEMO Hey, careful there! WILLOW How do these work I wonder? I got- ta save one to show the High Aldwin. ROOL Look! Death below! Rool points through the trees. Willow hurries down the hill to the tree-line. In the valley below, 200 NOCK- MAAR SOLDIERS and CALVALRYMEN battle a hundred ragtag REBEL TROOPS. From this sage position high on the hillside, Willow watches in disgust. Weapons clash and men fall to their deaths. WILLOW Daikinis... They hear a CLANK behind them. Willow slowly turns around. There is movement in the trees. The hillside woods are full of Nockmaar HORSEMEN moving right up next to him. In the valley, the oupowered rebels are being forced up the hill toward them. Willow is suddenly standing under several large horses and black-armored minions. He is frozen in fear. HORSEMEN Hyaaaaahh!! Swords flash and the horseman charge! The brownies jump and run for their lives. Willow stumbles and spins as horse after horse thunders past him, nearly trampling him and the baby to death. The Nockmaar reinforcements descend upon the remaining rebels and crush them. Willow falls and quickly digs the baby out of the papoose. She is shrieking in ter- ror. He holds her tight and runs along the tree-line, following the brownies, while the bloody battle rages below. WILLOW Let's get out of here. Shhh, don't cry, Elora. Things can't get any worse than this... EXT. ROADSIDE TAVERN - DAY Bleak rain dribbles down Willow's miserable face. Pro- tecting the baby, he hurries toward a tavern. The bot- tom of the building is an open stable with several horses. Two burly IRON-WORKERS clank a red-hot wagon rim, fixing a nearby wagon hitched to a horse. It's a rough place. Rool and Teemo peek out of Willow's pockets. Upstairs PEOPLE drink and shout. TEEMO I'm not going in there. ROOL Me neither! WILLOW Don't worry--I'm a sorcerer. What could possibly happen? Suddenly there's a CRASH up above and two PICTS burst through a balcony and land in the mud, fighting vi- ciously. Rool and Teemo duck inside Willow's pockets. Willow steps around the Picts, dashes through the stable and up the stairs. INT. TAVERN - MAIN ROOM - DAY The place is packed with tattooed PICTS, nomadic FAMI- LIES, MOTHERS wit BABIES, THIEVES and CUTTHROATS. Willow enters with the crying baby. WILLOW Could you spare some milk for this poor hungry baby? Everyone looks up. Mopping a table is an ugly BARMAID as big as a wrestler. BARMAID Get outa here, Peck! PATRONS A Peck! Get him out! Beat it, Peck! They hurl stuff at him and threaten him with their weapons. Willow runs along the wall and takes cover under some stairs. He pulls open his pocket and peers down inside. WILLOW I could use your help, boys. Instantly his pocket whips shut and trembles. Willow cautiously looks out under the stairs. He sees a pail of milk very near some ROUGHNECKS. Willow puts his little finger in the baby's mouth, silencing her. He creeps out. And bravely reaches for the milk. TEEMO'S VOICE Willow? Willow slaps his pocket. Then stretches his arm out very, very slowly. And gets the pail and zips back under the stairs. WILLOW This is not fun. He soaks a rag with milk and feeds the baby. Catching his breath, he backs up and leans agains a woodplank wall. WILLOW Woah! The plank gives way and Willow falls through the wall. INT. TAVERN - DAY Willow somersaults into a bedroom near an unmade bed. Peeking up he sees two women getting dressed in a pan- ic. One is a plump-chested WENCH with a pretty face. WENCH Hurry! Hurry! Very frightened, she looks out the window. The other woman, who wears a kerchief over her hair, packs thick powder and make-up paint on her face. THE OTHER WOMAN (in a gruff voice) How do I look? It's Madmartigan! Willow pops up like a jack-in-the- box. WILLOW You!! MADMARTIGAN Where the hell did you come from? Willow strides toward Madmartigan, holding the baby like a machine gun. WILLOW I trusted you... The brownies peek out. ROOL Who's he? MADMARTIGAN You're crawling with rodents. The bedroom door explodes open. In storms a big, mean, half-drunk raging lug named LLUG. LLUG Where is he!! Madmartigan wraps a muffler around his throat. The wench innocently curtsies. WENCH There's nobody here except me and my, um, cousin. Llug knocks his wife out of the way and glares susi- ciously at Madmartigan, who bats his heavily made-up eyelashes. He speaks in a high feminine voice. MADMARTIGAN How do you do. Llug sniffs at Madmartigan then fixes his gaze on Madmartigan's flat chest. He goes to squeeze him there, but Madmartigan ducks out of the way and snatches the baby from Willow. WILLOW Hey! Give me that baby! MADMARTIGAN (high voice) These Pecks make terrible nurse- maids. WILLOW Nursemaid?! Willow angrily jumps up and down, swiping at the baby. MADMARTIGAN (high voice) They get too excited. With a swing of the hip, Madmartigan butts Willow aside and maternally puts the baby against his chest. Llug houd-dogs him around the room, finally cornering him and staaring lecherously into his eyes. LLUG Wanna breeeeeeed? Madmartigan protects himself by holding the baby up in front of his face. Then he smells the baby. He winces and groans. WILLOW (mischievously) Time to change her diaper. MADMARTIGAN Time to leave. Madmartigan throws open the door and dashes out. But he doesn't get very far. Several NOCKMAAR SOLDIERS push him back in. Then they grab madmartigan and Wil- low, and Llug and his wife, and haul them all outside. INT. TAVERN - HALLWAY - DAY Madmartigan is slammed against a wall. The Willow. Then Llug and his wife. In the b.g. Nockmaar troops are rousting the tavern, taking babies away from frightened mothers and inspecting them. Heavy bootsteps thud toward them. Willow looks out and recognizes Sorsha, the black-helmeted knight from the bridge. SORSHA You! Are you the mother of that child? MADMARTIGAN No. (looks at Llug; in a high voice) I mean yes. Sorsha strides over to Madmartigan, her sword drawn. SORSHA Let me see it. Madmartigan looks at Willow then back at Sorsha. MADMARTIGAN (high voice) I can't. SORSHA Let me see it. WILLOW No! You can't! Madmartigan looks at Willow then back at Sorsha. MADMARTIGAN (high voice) I can't. SORSHA Why not? MADMARTIGAN (to Willow) Why not? WILLOW Because she's sick. MADMARTIGAN (to Sorsha) Because she's sick. SORSHA Give it to me! Sorsha stabs her sword into the floor like a spike. She grabs for the baby. Instinctively, Madmartigan el- bows her away, whacking her hard and knocking her off- balance against a nearby bench. The soldiers tense up, pointing their swords and spears. Sorsha regains her balance. She rips off her black helmet. Long wild red hair tumbles over her shoulders. She is a young woman, and Madmartigan's eyes pop open. He does his best to keep up his femal facade. MADMARTIGAN (high voice) Gawd...you're...beautiful... SORSHA You're not a woman. Sorsha comes right up to Madmartigan, squinting into his eyes. The she rips away his kerchief and muffler. LLUG Not a woman??!! All hell breaks loose. Llug charges for Madmartigan's throat. Madmartigna tucks the baby under his arm and dashes right out the window. Llug bulldozes Sorsha and her Lieutenant, and the tavern patrons take advantage of the chaos and stampede for the stairs. Willow dives out the window after Madmartigan. SORSHA After them!! She grabs her sword and waves it at her soldiers who clatter toward the stairs, flinging people out of their way. EXT. ROADSIDE TAVERN - DAY Madmartigna jumps off the upstairs balcony and lands in the wagon below. The two iron-workers look up with concern. Then they react with surprise as Madmartigan rips away his disguise. WILLOW Madmartigan! Wait! Up above, Willow charges along the balcony. Madmarti- gan juggles the baby and whips the reins. The wagon pulls away, iron-workers scrambling after it. Willow flings himself off the balcony. The brownies tumble out of his pocket. They all land in the back of the wagon as it takes off. It has stopped raining. In the stable under the tavern, horses smash together and people fall in the mud, and the Nockmaar soldiers get tangled up in the traffic jam. EXT. ROAD - CHASE - DAY As Madmartigan lashes the horse, Willow crawls up to hum and takes the baby. WILLOW We could've been killed, Madmarti- gan! In the back, the brownies boucne all over the place amid wooden kegs and other objects. When they finally get their balane they look back in alarm. Chasing them are two Nockmaar HORSEMEN plus a DEATH DOG and a war chariot. Willow ducks low and peeks out, protectively hugging the baby. The wagon bounces and flies along, but the minions are quickly gaining. Rool and Teemo spring into action. They struggle with all their might and manage to kck small wooden kegs off the back of the wagon. The kegs bounce onto the road, and the minions lose some ground trying to avoid them. But soon the horse- men flank the wagon. One leaps off his galloping horse and climbs on board. The other draws an arrow and gets ready to fire. Madmartigan is about to be shot between the eyes. He quickly rolls into the back. The archer firse! and hits the other minion in the chest. Madmartigna snaps a wooden stake off the wagon side and smashes the wounded minion off the wagon: he crashes onto the road. Willow harnesses the papoose to his chest and grabs the reins. At the same time the minion archer leaps aboard. He and Madmartigan fight in the back. WILLOW Heeyah! Heeyah! Then there's a terrible howl right beside Willow. The Death Dog is leaping alongside the wagon, gnashing and trying to board. Willow yanks the reins and swerves the wagon into the dog, which yelps furiously. In the back, Madmartigan and the minion are thrown by the swerving jolt. WILLOW Oh no! Up ahead Willow sees an exposed tree root in the road. The wagon is headed straight for it! The wheel hits the root hard and Willow is dumped onto the wagon floor and very nearly goes overboard. In the back, Madmartigan and the minion keep fighting as the wagon clatter along out of control. The Death Dog catches up again and this time spring aboard. DEATH Bordak!! The dog snaps at the baby. Willow scurries under the wagon seat. The dog stands up on its hind feet. DEATH Bordak!! It gets ready to attack. But WHACK! an overhanging tree branch hits it and Willow looks up from under the seat and sees the mangled dog twitching and dangling from the tree, rapidly disappearing in the distance. In the back, meanwhile, the minion draws a knife. Mad- martigan ducks out of his way, hanging onto a post at the edge of the tailgate. The minion comes after him. Suddenly the wagon wheel wobbles and the rim flies off. The jolt throws the minion off balance. Madmartigan kicks him. The minion hurtles off the taligate but holds on, dragged by the wagon. Rool and Teemo grab hold of a rope securing a large wooden keg. Together they yank it. Untying the keg and sending it tumbling off the back. The minion looks up in horror as the heavy keg crushes him. But the danger is far from over. The wagon rocks along with one wheel half-destroyed. Willow whips the reins and looks over his shoulder. Steam-rolling toward them is the war chariot! The Nockmaar CHARIOT DRIVER stands up and stuffs the reins in his mouth. He rasise his arm and begins to twirl a deadly weapon, a kind of bolo-blade, over his head. Madmartigan defends himself with a wooden wagon-post. The chariot driver hurls the whistling blade: CHONK! It lodges in the post. Madmartigan tugs. So does the chariot driver. Back and forth, the wagons smashing up each other. At last Madmartigan lets go of the post and the chariot driver is sent tumbling through the airl, over a cliff to his death. WILLOW Woah...woah...! Willow tries to stop the horse. But the wheel col- lapses and he is thrown off into a ditch. The brownies dive overboard. Madmartigan jumps off and delibrerately sends the wagon up the road. He scrambles down into the ditch and lies flat beside Willow. Suddenly, hoofbeats thunder and Sorsha and the rest of her troops gallop past. Lying flat, Madmartigna raises his head and sees Sorsha's long flowing red hair. MADMARTIGAN That girl is a vision. As soon as the troops are gone, Willow jumps up. WILLOW Where's the baby?? MADMARTIGAN I thought you had her! ROOL/TEEMO Willow!! The brownies are waving and gesturing madly, pointing at a heap of boards and rubble that broke off the wagon. Willow and Madmartigan race over and start dig- ging, flinging debris aside. MADMARTIGAN Now Willow, I know you're gonna blame me for this but it wasn't my fault...! WILLOW Elora Danan! Willow sees the battered, lifeless papoose. He grabs it and rips it open. Madmartigan kneels in the dirt remorsefully. MADMARTIGAN When I left the crossroads, I got ambushed by an elf! WILLOW Madmartigan! You saved her life! MADMARTIGAN I did? Willow holds up the baby. She giggles and smiles. Madmartigan switches gears, boasting: MADMARTIGAN I mean, of course I saved her life. She's almost my daughter, isn't she? Willow bundles the baby and looks up the road. WILLOW Let's get out of here before they come back. They hurry off into the darkening woods. EXT. WOODS - NIGHT A campfire blazes. Willow tends the baby while the brownies point up at the stars. TEEMO Northeast is that way. We've come west and south. I think. Madmartigan dumps a big log on the fire, spraying the brownies with sparks. ROOL Watch it! You're gonna set us on fire. MADMARTIGAN Not a bad idea. Madmartigan terrorizes them with a flaming stick. Then he squats beside Willow and the baby. MADMARTIGAN So you're on your way to Tir Asleen, huh? I hate to tell you this, Willow, but Tir Asleen dosn't exist. WILLOW Yes it does. The Fairy Queen told me. MADMARTIGAN The Fairy Queen? And the baby here's a princess? And these two rodents are your guides? He shakes his head sceptically, stretches out and puts his feet up on a log. MADMARTIGAN Yeah well...in the morning I think I'll be on my way. He laughs sarcastically. Willow sets down the baby. He takes off Kiaya's necklace and fingers it sadly. WILLOW Madmartigan, I need your help. MADMARTIGAN My help? A great magician like you? You don't need any help. Willow stares at him angrily. WILLOW But you're a great swordsman! He jumps and starts pacing around the fire. Rool and Teemo dive for cover. WILLOW (explodes) You're not a warrior, Madmartigan! A warrior wouldn't lie there and do nothing! He kicks Madmartigan's boot and knocks his feet off the log. WILLOW We're in trouble! You've seen the big army that's after us! You're a fake! You're a bum! You're a-- you're a coward!! He picks up a rock and pitches it wildly at the fire, sending up a shower of sparks. Madmartigan eyes him with concern. MADMARTIGAN What's with you, Peck? Willow lets it all pour out. He begins to cry. WILLOW I miss my wife! I miss my chil- dren! My boy Ranon! He's growing up so fast, he even helps me on the farm now! And little Mims! If you ever saw her sweet little face you'd *melt* Madmartigan, you'd *melt*! (sniffles) Or maybe you wouldn't. You don't know anything about love. You don't know anything about any- thing... Willow sits on the ground, exhausted. Madmartigan picks up the baby and sits with her in his lap. MADMARTIGAN I was in love once, Willow. She had a hold on my heart. I could barely function. (a pause) I *was* a great swordsman! I was knighted! I could have been king! WILLOW You? MADMARTIGAN Yeah me. King! But she betrayed me. She robbed me of my dream. Madmartigan gently rocks the baby and stares at the fire. Willow watches him curiously. MADMARTIGAN I'll never fall in love again... EXT. WOODS - MORNING Willow wakes up and looks around. The baby is gone. He panics. He scrambles a short distance through some bushes. WILLOW Madmartigan! Madmartigan! They've been camped all night near the shore of a LAKE. Willow finds Madmartigan and the baby bathing happily in the water. MADMARTIGAN Relax, Willow. We're having fun. The baby squeals with delight as Madmartigan twirls her around. He lifts her yp and carries her to Willow on the shore. The brownies crawl thorugh the bushes. Rool points out at the lake. ROOL That's it! The sorceress lives there! In the middle of the lake is an island with a single tree. TEEMO Are you sure? ROOL (excited) Yes! Raziel! She lives out on that island! Madmartigan lets out a sarcastic, sceptical laugh. Teemo scratches his head and squints out at the island. TEEMO That tree dosn't look like gold to me. MADMARTIGAN Gold!! Madmartigan rubs his chin with sudden interest. TEEMO Its branches are supposed to be made of gold, solid gold. WILLOW How are we going to get out there? Madmartigan is suddenly pacing and thinking. MADMARTIGAN We'll find a way, Willow. Look over there--that looks like a village--maybe they've got a boat. Come on, what are you waiting for? Madmartigan runs along the shore toward a small village in the distance. EXT. DESERTED FISHING VILLAGE - DAY Half a dozen decrepit huts sit rotting on the edge of the lake. There are no inhabitants, just a lot of dis- carded junk, including a few battered fishing boats. But Madmartigan, keeping one eye on the gold tree out on the island, is undaunted. He rummages through the debris, hauling out a fishing boat and shouldering it toward the water. MADMARTIGAN Give me a hand here, Peck! Willow hoists the baby into the papoose and helps Mad- martigan. BOY What are you doing? They turn around. A golden-haired BOY is standing waist-deep in th elake. Madmartigan is instantly wary of him. MADMARTIGAN It's nothing to do with you. But the boy looks innocent and harmless, and Willow ap- proaches him. WILLOW We need to get out to that island. BOY The island is cursed. Madmartigan scoffs at this nonsense, grunting and push- ing the boat into the water. WILLOW We've traveled a long way. We're looking for Fin Raziel. TEEMO The sorceress. BOY She's there. But you can't go there. The island is cursed. MADMARTIGAN (no patience) Yeah? Who cursed it? BOY Queen Bavmorda. Her powers govern the elements. MADMARTIGAN Ahh, he's trying to protect the gold. Come on, Willow. Jump in. Madmartigan climbs into the boat and grabs an oar, eager to go. Willow looks down at the brownies for help. WILLOW What would the Fairy Queen say? ROOL She's not here. TEEMO (to Rool) Obviously. WILLOW Without Raziel we'll never find Tir Asleen. (decision) We'd better go. Willow marches to the boat. Calmly accepting their choice, the golden-haired boy dives into the lake and disappears. Willow and the brownies board the boat, and Madmartigan poles them away from the shore. EXT. LAKE - DAY They row across the placid lake toward the island. EXT. ISLAND - DAY They climb onto the rocky shore. Flies buzz and swarm around them, and creepy bugs crawl around their feet. Broken skeletons litter the shore. Handing the baby back and forth, Willow and Madmartigan claw their way up to the large tree. WILLOW Raziel? Hello? Fin Raziel? Madmartigan greedily reaches up to touch a branch. RAZIEL Get away! Get away! A littel animal scurries down the tree and hisses vi- ciously at Madmartigan, chattering its teeth. RAZIEL You'll die! You'll die! RAZIEL scampers over to Willow. Her voice screeches like a parrot. She looks like an otter with a bush tail. RAZIEL Who are you! Who are you! WILLOW I'm Willow Ufgood. I'm here to find Fin Raziel. She springs right onto Willow's chest. RAZIEL That's me! Raziel! Raziel! Willow looks down at the browines questioninghly. WILLOW This can't be right. This isn't a sorceress. This is some kind of animal. TEEMO Queen Bavmorda transformed her. RAZIEL What do you want! WILLOW We need your help. To take this baby to Tir Asleen. She's a prin- cess. Still sceptical, Willow shows Raziel the baby's mark. Raziel shoots up onto a branch and frantically flicks her tail. RAZIEL Elora Danan! Madmartigan snaps a branch off the tree. A flock of birds suddenly screech and fly away. His eyes bulge. MADMARTIGAN Rool! Teemo! You were right! This whole tree is made of gold!! He strips away the bark, revealing a vein of gold. RAZIEL Fools! You should never have come to this place! We're all going to die! The wind begins to blow and the sky darkens. Raziel zips over to Willow and whispers intensely. RAZIEL We've got to get off this island right now. Hurry! The boat! It's our only chance! The wind howls. they hurry down to the boat. WILLOW Madmartigan! Madmartigan is greedily breaking branches off the tree. MADMARTIGAN Wait! Gold! Gold! Waves lash at the boat as they jump aboard. Madmarti- gan loads up with branches. As they push off, he scrambles down the rocks. Just in time he jumps into the boat as the storm swirls it out into the frothy lake. EXT. LAKE - DAY Willow clutches the baby as the raging storm pitches the boat. WILLOW Help, Madmartigan! The oar! Madmartigan hangs onto his gold, but pices of it drop and topple overboard. MADMARTIGAN My gold! Suddenly a hand appears on the stern. The water boy climbs in. RAZIEL Kill him! WILLOW No! RAZIEL Kill him! Madmartigna hesitates but then smashes the boy back into the lake. The boy surfaces like a dolphin. His shape begins to change, becoming fish-like, diving and vanishing. Then: he attacks the boat! He is now a ferocious shark-like monster. He chomps the boat and the gold branches slide into the water. Madmartigan bashes the monster with the oar, then grabs an anchor. The mon- ster attacks again and Madmartigan jabs its gill with the anchor. The monster sinks into the lake. They all sigh with relief. Madmartigan shrugs proudly. Suddenly the an- chor line unravels, tangling Madmartigan's legs in fishing nets and yanking him overboard. Underwater, Madmartigan swirls behind the monster. He pulls himself along the anchor line and finally cuts himself free with his dagger. He surfaces and madly swims toward the pitching boat. Willow reaches out to him. The monster surfaces and circles the boat. Then it attacks Madmartigan. MADMARTIGAN No!! Help!! Willow!!! Willow digs out a magic acorn. But he drops it! He fumbles in the leaking boat and finally finds it. The monster opens its jaws and goes to devour Madmartigan. Willow throws the acorn. The monster miraculously turns to stone. Madmartigan grabs the boat and watches in amazement as the monster sinks. Willow hauls him into the boat. EXT. LAKESHORE - DAY The storm begins to die down as they jump to shore, ex- hausted. Madmartigan wears nothing now but a ragged loincloth. He falls to his knees, coughing and spit- ting. MADMARTIGAN Willow...you...you got...magic...! Wait...we could team up...! He pulls himself up and follows Willow. Suddenly they all stop. Sorsha and her men come out of the woods. RAZIEL Flee! Flee! The brownies scurry into a hole. Raziel makes a dash for it but a soldier skewers her tail with his spear, dangling her in front of Sorsha. SORSHA Raziel. Did you think my mother would allow you to escape? Sorsha gestures, and the soldier takes Raziel away. The lieutenant wrestles the baby away from Willow. He gives her to Sorsha. SORSHA This is what we're looking for. It bears the markings. Willow panics. MADMARTIGAN Don't worry, Willow. If there's one thing I'm good at, it's charm- ing a woman... He swaggers forward. Sorsha turns and looks at him. MADMARTIGAN So. Couldn't live without me, huh? Sorsha looks up and down at his naked body. SORSHA Lose your skirt? How embarassing. Madmartigan looks down and adjusts his loincloth. MADMARTIGAN Still got what counts. A pause as he smiles at her. SORSHA Not for long. She raises her fist and zap: Madmartigan is instantly surrounded by spears and swords. SORSHA We'll join the column. Bring them with us. Madmartigan and Willow are roughly taken away. Sorsha and her troops mount horses and ride off. Rool and Teemo crawl lup from under a rock. TEEMO We gotta follow them. ROOL Us?? We'll never catch them. Any- way, we're all done, Teemo. Let's go home. Rool walks off and Teemo grabs him, yanks him back. TEEMO Get back here, Rool! ROOL Ouch! Let go of me! Rool throws a punch, and the brownies somersault into the bushes fighting each other. EXT. ROAD - DAY Sorsha and her men now ride with a caravan of fifty NOCKMAAR TROOPS. Chained by their necks. Willow and Madmartigan walk behind a wagon. Raziel sits trapped in a cage on the back of the wagon. WILLOW I can't go on... Willow loses strength, falls and is dragged. Madmarti- gan picks him up and carries him on his shoulders. Sorsha sees this. MADMARTIGAN Willow, why don't you use your mag- ic to get us out of here? RAZIEL He's no magician. MADMARTIGAN He turned that monster into stone! Raziel peers sternly at Willow, who is eye-level with her cage. RAZIEL Did *you* give that acorn its power? WILLOW No. RAZIEL A magician *makes* magic. Any fool can use it. Madmartigan shakes his head at her. MADMARTIGAN Then you get us out of here. RAZIEL I will! But I need help! WILLOW I'll help you...! MADMARTIGAN I won't. RAZIEL You must learn magic. WILLOW That's all I ever wanted! RAZIEL Then I will teach you. Sorsha rides up from the rear of the caravan, carrying the baby, who is crying. Madmartigan, with Willow still on his shoulders, straightens up and flirts with her. MADMARTIGAN Nice horse...nice hair...real nice hair...I'd say you've got the most beautiful hair I've ever-- She flashes her eyes at him. SORSHA Wolff wants to boil you in oil. She nods toward her Lieutenant, who snarls viciously. SORSHA Don't tempt me. She turns away. The baby squirms and cries. WILLOW If you rest the baby on your shoulder, she'll stop crying. SORSHA Shut up. Sorsha rides along. She shifts the baby to her other shoulder, and she instantly stops crying. Sorsha throws a look at Willow. Madmartigan takes a long deep breath. MADMARTIGAN Mmmm, I love the smell of a woman. SORSHA (angry threat) My step-father's going to tear you apart. Madmartigan pounds his chest and taunts her: MADMARTIGAN I'm torn apart already. I mean it! Under all that armor is a beautiful-- CRACK! Sorsha whips her horse and gallops ahead. MADMARTIGAN Who is that girl, anyway? RAZIEL Sorsha, Queen Bavmorda's daughter. Madmartigan snaps his finger and discourages himself. MADMARTIGAN Forget that one, Madmartigan. Raziel leaps against the bars of her cage, chatters her teeth and whispers to Willow. RAZIEL Willow. To learn magic, first you must make your own philosopher's stone! WILLOW What do I need for that? RAZIEL We must start with feathers, dung, and a lock of your hair. Willow pulls a strand of his hair out in front of his eyes and frowns at it. Madmartigan, meanwhile, can't take his eyes off Sorsha. MADMARTIGAN Now that's a woman...! EXT. NOCKMAAR CAMPSITE - NIGHT Fires and torches burn around pitched tents. Soldiers eat and drink, and meat is thrown out to Death Dogs. From her cage, Raziel looks down at Willow, still chained to the wagon next to Madmartigan. Willow is grinding a substance with a rock. RAZIEL Keep working at it. Forget all you know, or think you know. A magician's power depends on disord- er of the mind. She twists her head through the bars. Madmartigan squints up at her. MADMARTIGAN You got that one covered. Willow hears the baby crying in a distant tent. WILLOW I hope she's all right. How much more do I have to do of this? RAZIEL Till it's in a powder. The energy exits within you... WILLOW (reciting) I know, and the magician's goal is to find his true self. But what's this got to do with it? RAZIEL As below, so above. You hold the univers, Willow, in your hand. Madmartigan clasps his forhead. MADMARTIGAN I'm beginning to think you two *deserve* to be locked up. WILLOW The universe is a living creature, like you and me, Madmartigan. Madmartigan cynically gazes at the sky, gesturing wide- ly. MADMARTIGAN We're a tiny version of all that? RAZIEL As above, so below. Madmartigan rolls his eyes. Willow jumps to his feet and shows Raziel the substance. WILLOW I'm all finished. Now what? RAZIEL Burn it to a fine ash. Willow looks around. Heavily armed Nockmaar minions rip chunks of meat around a campfire. WILLOW How am I gonna do that? RAZIEL Patience. Concentrate. You will find a way. Suddenly bootsteps clomp toward them. Willow quickly folds the powder inside some cloth and hides it in his pocket. The Lieutenant marches up and scrutinizes them suspiciously. He abruptly snatches Willow up, hacks the chain and drags him off. WILLOW What's going on? Madmartigan sturggles against his chains. Angry and worried: MADMARTIGAN Hurt him and you'll answer to me! INT. SORSHA'S TENT - NIGHT The Lieutenant clamps irons on Willow's wrists, flings him into a tent and exits. Willow looks up and sees Sorsha, still in her uniform, impatiently pacing wiht the crying baby. SORSHA This baby won't do what I say. You seem to know what to do. Here! Make it shut up. Sorsha dumps the baby in Willow's arms and then backs away. WILLOW She needs to be changed. SORSHA I changed her already! Willow politely shrugs. WILLOW She needs to be changed again. Sorsha crosses her arms in a hugg and watches as Willow changes the baby. Soon the baby stops crying. Re- lieved yet still anxious, Sorsha paces to a mirror. Willow rocks the baby gently, absently looking at the fire. Then his eyes focus on the fire. SORSHA Who is that horrible friend of yours? WILLOW (watching the fire) Madmartigan. SORSHA Who is he? WILLOW I don't know much about him. Sorsha fiddles with her long red hair. Willow creeps toward the fire. SORSHA He's very bold. Do you really think my hair is beautiful? She turns and looks right at Willow. He looks back. She asks the question again by holding out strands of her hair. WILLOW Uh, yes. It's very nice hair. He suddenly strides over to Sorsha. WILLOW She's hungry. SORSHA I know she's hungry. I tried to feed her but she wouldn't eat a thing. I'm not a wet nurse. WILLOW Here. Hold her. He hands Sorsha the baby, then goes to the fire where there's a stone crock of milk. He carefully takes his cloth pouch out of his pocket and unfolds it. At the other side of the tent Sorsha awkwardly paces with the baby. SORSHA I tried everything. A spoon. I poured milk into her mouth, she just spat it out. I don't know what to do, I'm not a mother. During this, Willow ignites his powdery substance. It flares slightly then burns to an ash. He gathers it up, then returns to Sorsha with the milk. WILLOW Sometimes she likes it heated. Willow finds a strip of cloth, dips it in the milk, and feeds Elora Danan in Sorsha's arms. He looks up at Sorsha and smiles. WILLOW She's a good baby. Sorsha looks down at the baby. EXT. NOCKMAAR CAMPSITE - MORNING The caravan packs up to move on. Soldiers drag Willow to the wagon and lift him on board, chaining him beside Raziel's cage. Willow excitedly pats his pocker, and whispers: WILLOW I did it! I got the ashes! When the soldiers leave, he digs out the pouch and proudly shows it to Raziel. RAZIEL Good! The first step is complete. Chained behind the wagon, Madmartigan reaches forward and pokes Willow with his finger? MADMARTIGAN Did she ask about me? WILLOW Who? MADMARTIGAN Come on, Peck, don't give me a hard time. You were in her ten all night. Did she say anything? Willow deliberately plays innocent. WILLOW She said lots of thing.s MADMARTIGAN Willow! Willow grins. At last: WILLOW She asked about you, Madmartigan. MADMARTIGAN Well what did she say? Suddenly Sorsha gallops by on horseback, holding the baby. She flings a wad of clothes at Madmartigan. SORSHA Here. You're going to need these where we're going. She rides off. Madmartigan looks down at the clothes. The looks at Willow. MADMARTIGAN She's in love. WILLOW You're crazy. I think you're in love. EXT. SNOW MOUNTAIN - DAY The Nockmaar caravan climbs into snow-covered moun- tains. In the wagon, Raziel is grilling Willow. He concentrates hard, cramming, memorizing, straining. RAZIEL We don't have much time left! Go on! Go on! WILLOW I must concetrate my imagination...to creat a new...reality! RAZIEL What's the magician's weapon? WILLOW The limitless power of... Raziel flips around in spasms of impatience. RAZIEL Your will! Your will! What else could it be? WILLOW (frustrated) I can't remember all these things. What am I learning? RAZIEL The art of transformation! WILLOW (exasperated) But what am I gonna transform?? RAZIEL Me! Willow and Madmartigan stare at Raziel. WILLOW You? MADMARTIGAN What are you gonna become, Raziel? Queen of the rodents? Sorsha rides up to the wagon. SORSHA The baby's cold. Take her. She dismounts. With care, keeping the baby bundled, she hands the baby to Willow. Madmartigan watches and listens. RAZIEL You remind me of your father, Sor- sha. SORSHA My father was a weakling. RAZIEL He was a great king. (Madmartigan reacts) Not like your step-father, not like your mother. He ruled Tir Asleen with kindness, and a generous heart. SORSHA My mother calls that weakness. MADMARTIGAN What do *you* call it? Sorsha turns and glares at Madmartigan. SORSHA I do what I'm told. MADMARTIGAN Too bad you're not more like your father. She looks at him a moment, then abruptly mounts her horse and rides ahead. EXT. ROAD TOWARD SNOW CAMP - LATE AFTERNOON The caravan rides toward a large Nockmaar camp. Death Dogs howl and fires burn ominously in the distance. Willow and madmartigan watch as KING KAEL rides out to meet the caravan. Kael is huge, powerful and cruel, partbeast, part man, and he carries a terrible sword at his side. Sorsha carefully shows him the baby. He grabs it from her. SORSHA Be careful. KAEL Don't tell me what to do. Kael viciously hits Sorsha, knocking her off her horse. Madmartgian and Willow watch angrily. Kail gallops to- ward camp with the baby under his ar. Sorsha shakes away the pain and, humiliated, mounts her horse. MADMARTIGAN We gotta get the baby out of here. Raziel dashes around her cage. RAZIEL Tonight! Complete the philosopher's stone! I must be turned back! Looking off into the camp, angry and resolute, Willow takes out the ingredients for the stone. WILLOW I'll do it, Raziel... EXT. SNOW CAMP - NIGHT Now in a kind of portable cell, Madmartigan clutches the jail bars and looks out at the camp. Fires and torches burn, and Nockmaar soldiers patrol. Shivering cold, willow sits cross-legged in the jail, melting snow into a bowl. On a nearby lean-to, where skins and shields are kept, Raziel hangs in her cage. Somewhere the baby is crying. In the distance Sorsha goes inside one of the tenst. There's a muffled yel- ling between Sorsha and Kael. Then Keal storms out of the tent and goes inside the tent next door. Willow pours the ashes into the melted snow. RAZIEL Let it settle. Carefully, slowly. Concentration and will. Now pour the water off. As Willow works, Madmartigan binds together scrap sticks of wood, making a long pole. He gingerly hooks Raziel's cage with this, lifting it from the spike. WILLOW Oooh, this smells terrible. RAZIEL That's the life spark. Exxence of magic and sorcery! Madmartigan angles the pole and the cage slide toard him. He grabs it with both hands and rips it apart. Raziel right away scurries down the cell bars, jumps into the jail and bits Willow's hand. WILLOW Ouch!! RAZIEL Shhhhh! They look out nervously at patrolling Nockmaar sol- diers. Willow sucks the back of his hand. WILLOW What'd you bit me for!! RAZIEL We need blood. To nourish the stone. charge the stone with ener- gy. Willow drips his blood into the concoction then stirs it with a twig. It begins to glow from within. RAZIEL The components of the stone are fusing... Willow's eyes widen with anticipation. EXT. SNOW CAMP - NIGHT - LATER Fires have burned down. Most of the camp is sleeping. It is nearing dawn. Madmartigan stares out at Sorsha's tent, deep in thought. Willow holds up the completed PHILOSOPHER'S STONE, a red ball of pliable putty. RAZIEL Again: what is the magician's weapon? WILLOW His will. RAZIEL Now use it. Willow presses the philopher's stone against the chainlock. He sheepishly looks over his hsoulder at Raziel. WILLOW I just wanted to test it first. RAZIEL No! Change me back into a sor- ceress, Willow. Willow goes to Raziel and concentrates with physical and mental intensity. WILLOW Avaggdu, supriom, luwatha... It starts to work. Raziel curls into a ball of fur. The fur changes to feathers. She begins to squawk strangely. She emerges as a raven-sized bird. WILLOW What did I do? He sags with exhaustion and massages his blistered hands. Then: CLINK! The lock falls open. They all look over, and Madmartigan picks it up off the ground. MADMARTIGAN Not bad, Peck. I'm impressed. You busted the lock. Wilow clutches Madmartigan's arm. He holds up the stone. WILLOW Madmartigan. Let's go. Let's get Eloran Danan. With coldness in his eyes, madmartigan stares across the camp at Sorsha's tent. MADMARTIGAN Let's get Elora Danan. They sneak away. RAZIEL Wait! What about me! Raziel flaps her wings and flies up into the dark sky. EXT. THROUGH THE CAMP - DAWN Willow and Madmartigan sneak behind tents, hiding from the patrolling guards. Very quietly they creep up to Kael's tent. Madmartigan knocks out a guard and steals his knife. They crawl dangerously over to Sorsha's tent. MADMARTIGAN You're a magician, Willow. But I'm a thief. Wait here. I'll get the baby. Madmartigan slits the back of the tent open and slips inside. Raziel flutters down and lands on Willow's shoulder. RAZIEL I'm supposed to be a beautiful wo= man. Willow shrugs apologetically. INT. SORSHA'S TENT - DAWN Crouched inside the large tent, Madmartigan calculates his next move. In the far corner, Sorsha lies asleep. He steals the baby from a crib of straw. Starts to leave. But stops. Willow pokes his head inside. WILLOW (whispers) Come on, Madmartigan...! Madmartigan stares over at Sorsha. Lured by her beau- ty, he slowly walks toward her bed. WILLOW What are you doing? Get out of there...! Madmartigan looks down at her. Morning rushlight il- luminates her youthful face, and her long red hair is spread across her pillow. Out of her armor, in soft nightclothes, she looks like a goddess. Upon her breast is a golden necklet, inlaid with ornate jewels. Quietly: MADMARTIGAN I love you. He kisses her lips. Her eyes open. SORSHA One move, and you really will be a woman. Holding the baby, Madmartigan does not move a muscle. Sorsha holds a knife at his crotch. SORSHA You're a fool. Now put her back. MADMARTIGAN I'm not going to let this baby die. Sorsha presses the knife. SORSHA Don't make me kill you. Willow watches as Madmartigna carefully backs away from Sorsha. MADMARTIGAN I believe you would... Sitting up, Sorsha waves her knife. Madmartigan places the baby in the straw crib. SORSHA Why did you say that? MADMARTIGAN Say what? SORSHA I love you. Madmartigan walks back to Sorsha' bed. Willow crawls into the tent, behind Madmartigan's back. MADMARTIGAN Because it's true. SORSHA I don't believe you. Sorsha defensively kneels on her bed as Madmartigan walks toward her. He shows no fear of her knife, com- pelled instead by honest passion. For once, he isn't conning anybody. His feelings are genuine. MADMARTIGAN I wish it weren't true. I swore I'd never let this happen. I hate you. I hate your beauty, I hate your innocence, I hate the feelings you've awakened in me. The knife trembles in Sorsha's hand. MADMARTIGAN I'm in love with you, Sorsha. I don't want to be, but a power has enchanted me and I stand helpless against it. It's torture. Battle- field or prison cell was never half as cruel. He kneels onto her bed. Her hand falls, her knife falls to the floor, her chest heaves with fear and emo- tion. MADMARTIGAN I want you and I can't have you so I want you all the more. If this were another time and another place I'd-- He stops. He looks into her eyes. Willow dashes out of the tent with the baby. SORSHA You'd what? Madmartigan takes Sorsha in his arms and kisses her. Her trembling body surrenders to him. Until: They hear a SCREAM outside the tent. It all happens quickly. Kael rips open the canvas and catches them in their embrace. In one hand he holds the baby. In the other hand: Willow. KAEL What's going on here!! Sorsha sees the baby, sees the empty crib, and smashes Madmartigan hard across the face. SORSHA Deceiver!! Kael hurls Willow across the tent and tosses the baby in the straw. Growling horribly he lunges at Madmarti- gan. Madmartigan rolls away and sees Sorsha's sword nearby. Grabs it. As Kael draws his sword, Madmarti- gan artfully slices away the center pole, and the en- tie tent collapses. EXT. SNOW CAMP - MORNING Bodies writhe under the fallen mass of canvas, and Ra- ziel hovers and screeches above. Then, a silver blade slits through the tent, and out jumps Madmartigan wielding Sorsha's sword. Alarm! Nockmaar soldiers and Death Dogs charge across the snow. Madmartigan battles them with incredible skill, backing toward the mountain slope. Wilow crawls out from under the corner of the tent, clutchign the baby. Madmartigan kills several so- diers, littering the snow with bodies and weapons. Willow reacts, impressed by Madmartigan's swordsman- ship. Madmartigan makes the mistake of acknowledging it: he bows, prod and cocky. MADMARTIGAN Whoops! He slips on the ice and catches himself. Nearby a shield skids off along the snow. MADMARTIGAN Willow! Jump on the shiled! Kael howls and thrashes inside the collapsed tent. Then he gashes it open with his huge black sword. He sees Willow and the baby get on the large shield. KAEL Bowmen! Horses! After them! Madmartigan runs toward the shield. Archers draw their bows. Madmartigan turns and sees Sorsha beside Kael. MADMARTIGAN Sorsha! I didn't betray you. I love you! As arrows rain down around him, Madmartigan leaps onto the shield behind Wuillow. Sorsha watches them as they slide away down the mountain, Raziel flapping and shrieking overhead. KAEL Kill them!! Kael waves his sward and a crack squad of Nockmaar HORSEMEN gallop down the mountain after the sled- shield. EXT. DOWN THE SNOWY MOUNTAIN - DAY Willow hugs the baby while he sits between Madmartigan's legs, and the shield zooms down the moun- tain, zig-zagging through trees. Madmartigan steers by using Sorsha's sword as a ski pole. The Nockmaar horsemen gallop after them. The shield skips and flies over snowdrifts and bumps. Raziel squawks in terror above them. Just missing trees and rocks, they pick up speek. Their eyes sud- denly widen. Dead ahead is a huge wall of ice! WILLOW Nooo!!! Willow shuts his eyes. the shield speeds toward the wall. At the last moment Madmartigan steers them into a small opening, little more than a crack. Raziel, nearly smashing into the wall herself, soars up into the sky and loses them. INT. ICE TUNNEL - DAY They slide and sway down a long tube of ice, picking up incredible speed until they loop 360 degrees upside- down and around and go shooting out a hole at the other end. EXT. MOUNTAINSIDE - DAY They soar thorugh the air. Madmartigan and Willow shriek in terror. But Elora Danan giggles: she's hav- ing fun! But in the air the shield goes one way and they go another, flipping and hanging onto one another and landing on soft snow with a fffump. Inertia keeps them rolling. Clumped together, they tumble down the mountain, gath- ering snaw as they go, bouncing and rolling into a snowball that gets bigger and bigger and bigger and bigger and bigger! EXT. VILLAGE - DAY The snowball steamrolls toward a small village at the foot of the mountain. CHLDREN look up and squeal with delight while the adult VILLAGERS run for their lives. It plows through the middle of the village, scattering peole and animals left and right. At last it smashes against a stone house and cracks open like an egg. Raziel flies down and lands on top of the snowball, flapping her wings frantically. madmartigan crawls out as the villagers rush up. They stand back in amaze- ment: the baby starts crying. MADMARTIGAN Willow! Willow! Are you all right? Madmartigan drags Willow and the baby out of the snow. Willow's body is limp, he's unconscious. Then a VIL- LAGER points up at the mountain. VILLAGER King Kael! ANOTHER VILLAGER Nockmaar troops! MADMARTIGAN (to villagers) Help us. In the distance Kael and his squad of about 15 horsemen charge toward the village. The villagers flee into their huts and houses. Madmartigan scoops up Willow and the baby. Some villagers usher them around a corner and into a house just as Kael's army invades the town. INT. HOUSE CELLAR - DAY Madmartigan is bustled underground thorugh a cellar into a hidden storage room and a disguised door shuts behind him. MEN, WOMEN and CHILDREN huddle here in silence, like refugees or criminals. Madmartigan hands the crying baby to a WOMAN then lays Willow on the floor. Suddenly a huge hand clamps his shoulder: his old friend and rival Airk Thaughbaer. AIRK Madmartigan. Settled down with a family huh? Madmartigan knocks Airk's hand away. MADMARTIGAN You left me to die, friend. AIRK You managed alright. MADMARTIGAN Is this what's left of your army? Among the refugees is a handful of war-battered WARRI- ORS. One of them, an OFFICER looks out through the ceiling beams. OFFICER Keep that baby quiet. They hear hoofbeats outside. Airk gives Madmartigan a flask of whiskey. He squirts whiskey into Willow's mouth and Willow coughs and shudders awake. EXT. VILLAGE - DAY Raziel flies onto a rooftop and looks down. Nockmaar soldiers flood the village, dismounting, kicking down doors, searching houses. Then Raziel sees Kael riding alongside Sorsha. In her armor, at a distance, Sorsha looks fierce. But CLOSER her eyes show confusion, hesitation. Kael watches her closely as he waves his sword at the vil- lage. KAEL Where is it! Tell us or we'll burn your village! Sorsha! He shakes her roughly. She dismounts. Raziel watches as Sorsha and two other soldiers enter the house where Madmartigan and Willow are hiding. INT. HOUSE CELLAR - DAY Willow holds the baby tight. Madmartigan, Airk and the Officer watch through the cracks. Boots pound above, shaking dust down on them. A door opens. Nobody breathes. Willow buries the baby in his chest. Madmartigan peeks through the door. Sorsha, alone, comes down into the cellar. They see her. Searching. Airk's men reach for their swords, begin to draw. Whisper: OFFICER Kill her. Madmartigam shakes his head. MADMARTIGAN You'll draw the others. Airk looks at Madmartigan curiously. Madmartigan watches Sorsha. She is right there, inches away. Inaudibly, be says her name. At last she goes back upstairs. INT. HOUSE - UPSTAIRS - DAY Sorsha comes up and begins to leave with the other two soldiers. INT. CELLAR In Willow's arms, the baby lets out a cry. INT. HOUSE - UPSTAIRS Sorsha and the soldiers stop and draw swords. The baby's cry is suddenly drowned out by a loud SDRRECH. Raziel flaps in through a window and flies madly around the house, cawing and shrieking insanely. Sorsha and the soldiers sheathe their swords and leave. INT. CELLAR Everyone sighs with relief. EXT. VILLAGE - DAY In the distance the Nockmaar army is setting houses ab- laze and Kael is terrorizing the fleeing people with his sword. Sorsha mounts her horse. Her attention is momemtarily caught by a MAN across the street who, from the back, looks like Madmartigan. She gasps. The man turns around. She sags with disappointment, spurs her horse, and rides off. The deadly squad of Nockmaar horsemen gallops out of the village. INT. HOUSE - UPSTAIRS - DAY Madmartigan and Willow come upstairs with Airk and his men. AIRK It's you they're after, Madmarti- gan. What did you do this time? MADMARTIGAN They're not after me. They want the baby. Living in the house is a scrawny, shifty-eyed man named CUTH. He watches and listens. AIRK Who is this baby? Willow steps forward, both protective and proud. WILLOW The princess, Elora Danan. They all know of her. They all sigh with respeck and awe, and they bow. PEOPLE The prophecy has come true. AIRK Give her to us. We'll protect her. Raziel screeches from a ceiling beam. RAZIEL Not safe! Not safe! Willow looks up at Raziel hopefully. WILLOW We're taking her to Tir Asleen. She'll be safe there from Bavmorda's powers. Airk looks up at Raziel. Then down at Willow. He clasps Madmartigan's arm. AIRK Tir Asleen is a myth. It doesn't exist. RAZIEL It does! It does! I will show you! Airk impatiently waves the bird away and shoves Madmar- tigan in the chest. AIRK You gonna be a hero, Madmartigan? I've lost half my men fighting Kael, and Bavmorda, and the Nock- maar army. Now you and this Peck, and that magpie up in the rafters, are gonna take 'em on alone? MADMARTIGAN (challenging) Then come with us. Airk angrily stabs his finger at the floor. AIRK The war is here! In towns and vil- lages like this! Airk crosses his arms and turns his back, looking out at the burning houses and the suffering families. AIRK You're chasing a dream. MADMARTIGAN Just get me some horses. Airk glares at him furiously. Then he kicks open the door and storms out into the street. Madmartigan and Willow hurry after him. EXT. MOUNTAINSIDE - VILLAGE OUTSKIRTS - DAY Airk and his men, plus some villagers, watch as Madmar- tigan mounts a large horse. Then some villagers help Willow wiggle up onto a small pony. They sling the baby over Willow's back and stuff saddlebags with pro- visions MADMARTIGAN Once again, Airk, we say goodbye. Sadly and cynically, Airk laughs. AIRK One day one of us willl stand on the other's grave. They shake hands ruggedly. Madmartigan nods at Willow and they head off. Airk watches them go, clearly am- bivalent about staying behind. They ride up the snowy slope, Raziel circling above. WE SEE Cuth. He scratches his filthy beard. He sneaks off through the village, in the direction of the Nock- maar army. EXT. MOUNTAIN - DAY Snow circles around them as they climb. Then, oddly, the mountain becomes warmer, and the snow melts away. They reach a slope of dark vitreous lava. RAZIEL Nockmaar! Nockmaar! Far away, at the top of the mountain, looms the ominous Catsle of Nockmaar. The black lava flows from it like a deadly shadow. EXT. CAVE OF THE EBORSISK - DAY Their horses rear up as they approach the mouth of the cave. Raziel waits for them, circling and cawing. RAZIEL This way! The cave! They dismount and lead the horses. But the horses pan- ic, their frightened neighing voices echoing deep in the gloomy cave, and they break away and run off. Willow swallows hard. He and Madmartigan follow Raziel inside. INT. CAVE OF THE EBORSISK - DAY Daylight is soon replaced by the orange glow of molten lava. WILLOW Madmartigan! I can't stand being in closed-in places. MADMARTIGAN Want me to carry Elora? WILLOW I'm used to her. How's she doing? Willow wears the papoose on his back. Madmartigan looks in at the baby's face. MADMARTIGAN She's doing a lot better than we are, Peck. Willow and Madmartigan laugh, which breaks the tension. Then a geiser of steam hisses near them and a bat screeches somewhere and the tension's back. They keep going. INT. DEEPER IN THE CAVE Hot liquid drips from the ceiling. Hissing steam bub- bles from the floor. they go single-file along a ledge over a foaming lava pit. Raziel is squawking way ahead in the distance. MADMARTIGAN Willow...this may be a bad time to ask this question but...what if Raziel's wrong? WILLOW She can't be wrong. She's a very very very powerful sorceress. MADMARTIGAN She's a bird, Willow. WILLOW That's my fault, not hers. I've got to keep practicing. I'm still in the learning stage but magic, Madmartigan, requires concentration and-- MADMARTIGAN Watch it! WILLOW Ahhh! Madmartigan lunges and grabs Willow just as he is about to fall into the lava pit. He hauls him to safety. They gasp with relief. Then they head deeper into the cave. They stop. They hear something. Something strange. Then, something moves on the wall. WILLOW I hate this. The cave walls come to life. Down them crawl ugly ROCK PUFFERS, pillow-sized wall crabs that screech horribly like bats. Madmartigan fights them off with his sword. The Rock Puffers bloat themselves up, tripling their size. Madmartigan stabs one and it hisses away like an untied balloon. Suddenly, distant hoofbeats thunder and echo. Madmar- tigan flashes his sword and turns around, ready to de- fend Willow and the baby against the army. MADMARTIGAN Go, Willow! Run! Run! Willow listens as the hoofbeats get louder and louder. At last he turns and runs deeper into the cave. Mad- martigan waits. The Nockmaar soldiers, now increased to eighty, come charging down the cave. Kael rides in the lead along- side the turncoat Cuth. As they gallop along the ledge, Cuth makes the mistake of crowding Kael, who an- grily elbos him, horse and all, into the boiling pit. The army tramples over the Rock Puffers, which explode underfoot. Madmartigan braces himself as they stampede toward him. But suddenly the horseman all screech thir horses to a halt. The horses rear and back away. Madmartigan stands there, wondering. Then suddenly a shadow looms behind him. He turns. The EBORSISK roars and the cave shakes and thunders. It's an enormous two-headed monster that doesn't like visitors. MADMARTIGAN Willow! Willow! He looks around frantically. Willow is nowhere to be seen. Then the baby cries out. Madmartigan sees them, cowering behind a rock. He runs toward them. The Eborsisk exhales flames over his head. KAEL Go after them! Soldiers obey Kael and go after Madmartigan. He fights them, hacking down a few, while a few others are in- cinerated by the Eborsisk. Sorsha's horse rears as she watches Madmartigan battle for his life. Archers shoot arrows, which pierce the Eborsisk and make it even an- grier. Willow digs one of his magic acorns out of his pocket. A head of the Eborsisk gnashes at Madmartigan. Madmar- tigan looks to Willow for help. MADMARTIGAN Hurry, Willow! Throw it! Willow winds up and throws with all his might. The Eborsisk blasts a flame, which startles Willow, wreck- ing his aim. Madmartigan's eyes pop open and he ducks as the acorn whistles by his ear. The acorn bounces off a rock and flies back, trickles along the ground and hits a Nockmaar soldier, who is already dead. The soldier's body turns to stone. RAZIEL Look out! One of the Eborsisk's heads lunges toward the baby. Raziel dives like a rocket and attacks the monster's eye as Willow whisks the baby away. Then Madmartigan leaps up on the Eborsisk. He climbs up over its flaming head and drives his sword down through its skull. The Eborsisk howls horribly and its wounded head falls. Madmartigan topples down its back and leaps onto a horse, knocking its rider off and, all in one swashbuckling move, scooping Willow and the baby up onto the back of the horse and galloping away. KAEL After them!! But as his horsement charge forward, the Eborsisk falls to its knees, half-dead. The surviving head blasts the soldiers with fire. They rear back on their horses and continue to battle the monster with arrows and spears. EXT. CAVE - TIR ASLEEN - DAY They ride out of the mouth of the dark cave into a lush valley of flowers. In the distance stands the beau- tiful CASTLE OF TIR ASLEEN. Raziel zooms up out of the cave an flies above them as they gallop fullspeed to- ward it. She soars higher and higher and flies right over the castle wall. EXT. TIR ASLEEN CASTLE - DAY The door of the castle is half open. Madmartigan and Willow gallop inside. INT. TIR ASLEEN - DAY Raziel flies down to meet them as they ride into the castle courtyard. A haunting wind drones amont TWELVE PILLARS which look like stone from a distance. RAZIEL Tir Asleen. WILLOW There's nobody here. They approach the twelve pillars. RAZIEL The Knights of the Pacalcade. The king's bravest warriors. Suddenly they hear hoofbeats and a warcry. EXT. TIR ASLEEN - DAY Kael and his army charge out of the cave and trample across the valley of flowers. INT. TIR ASLEEN Madmartigan rushes to the heavy door and strains to shut it. RAZIEL Turn them back, Willow! Willow stares at the twelve knights. WILLOW How?? RAZIEL Use the philosopher's stone! Hur- ry! Invocation! Release them! The castle door is rusted and old. madmartigan heaves against it. Outside he can see the army storming to- ward him. Willow digs out his philosopher's stone. He squints and strains, concentrating his energy. WILLOW Beings within, beings without! Danu danu walkail funfawtha! He continues to chant and to concentrate. One of the knights comes to life. WILLOW I did it! Madmartigan! Come here! Look! You gotta see this! I did it! RAZIEL More! More! Madmartigan heaves the door shut just as the army charges up, and he locks it with a huge bolt. EXT. TIR ASLEEN - DAY The Nockmaar horsemen rear back form the locked door. KAEL Assault! Scale the walls! He sends his men in all directions. They leap off their horses and hack down trees from the nearby woods. INT. TIR ASLEEN Willow brings the knights to life, one by one. WILLOW Tuatha tuatha danu! Each knight shakes himself into action. Madmartigan follows them in an armory. WILLOW Raziel! I transformed them all! I'm a magician! RAZIEL You didn't transform them, Willow, you released them. That was noth- ing. Now change me. Willow's on a roll. He rubs his hands together. WILLOW I feel like I could do anything! He drops to his knees and stretches his philosopher's stone apart like an accordian. EXT. TIR ASLEEN - ARMORY Madmartigan and the knights grab weapons and armor. Two knights wheel a catapult out ot the battlements. Madmartigan wees, displayed specially on a rack, a com- plete set of armor of shining silver. He reaches out to touch it. KNIGHT It belonged to our king. INT. TIR ASLEEN - COURTYARD The knights light a fire and boil vats of oil. Willow struggles to transform Raziel, trying to remember all he has learned. WILLOW Capture the enery...limitless power of the will...avvdachh doth indicht rredd baerkinhaekin! Raziel begins to change. From a bird, she expands, stretches, and turns into a GOAT. WILLOW Raziel? Is that you? Oh-oh. What happened? Raziel tilts her goat head. RAZIEL I hate this. Suddenly flaming arrows rain down over the castle wall. Willow scoops up the baby and he and Raziel run for cover. EXT. TIR ASLEEN From their horses Kael and Sorsha watch as the soldiers climb the wall. They suddenly hear a hacking noise above and several Nockmaar men tumble down the ladders. Sorsha looks up. High on the wall stands Madmartigan, magnificently dressed in the glimmering armor of the King! Kael roars and points his deadly sword up at Madmarti- gan. Then several soldiers attack the castle door with a huge battering ram and smash it open. KAEL Attack!! Kael and Sorsha gallop into the castle with otehr Nock- maar horsemen, while Madmartigan continues to battle attackers on the castle wall. INT. TIR ASLEEN Willow looks up as the horsemen charge into the court- yeard. He makes a run for the hallway. SIX HORSEMEN chase after him, jumping off their horses and drawing their swords. Sorsha dismounts, draws a sword, and strides up the stairs toward teh top of the wall. INT. ARMORY Willow runs into the armory and sets the baby down in a corner. The six horsement run in and corner him. He grabs an enormous broadsword. Swings it like a base- ball bat. The momentum of the heavy sword hurls Willow across the room. The blade pierces a Nockmaar man. Willow grunts and yanks the sword out. The remaining soldiers come after him. Willow swings and flashes the sword as they close in on him. EXT. TIR ASLEEN In the courtyard, Raziel the goat butts a few soldiers as the battle rages. UP ON THE WALL Madmartigan stabs a minion and sends him hurtlin down the wall. Then he turns around. Five more enemy swordsmen slash at him. Madmartigan is amazing: spin- nig, lunging, ducking, he takes out one, two, three, four of them with ease. But not the fifth. It's the Nockmaar Lieutenant. He and Madmartigan swordfight. The Lieutenant hacks the sword out of Madmartigan's hand: it clatters down into the court- yeard. Madmartigan throws up his arm. The Lieutenant's sword clangs against his wrist armor, knocking Madmartigan onto his back. With two hands the Lieutenant lifts his sword high and goes to kill Madmartigan. madmartigan shuts his eyes. But nothing happens. Madmartigan opens his eyes. the Lieutenant stands there, frozen, staring at him. Then falls forward. Rolls over Madmartigan. And plummets off teh wall. In his place stands Sorsha, holding a bloodied sword. MADMARTIGAN Sorsha. SORSHA Madmartigan. He props himself up on his elbows and smiles. MADMARTIGAN Whose side are you on? She reaches down and pulls Madmartigan to his feet. SORSHA Yours. They look into each other's eyes. They go to embrace. MINION Arrrggghhh! Out of nowhere a Nockmaar minion attacks them, his sword flashing over his head. Sorhsa hardly moves. She simply dusts him off the wall with her sword. She turns back to Madmartigan. SORSHA I love you. Their armor clanks as they throw their arms around each other and kiss, high up on the castle wall. INT. TIR ASLEEN - COURTYARD Kael looks up from his horse. KAEL Sorsha!! He sees Sorsha and Madmartigan coming down the wall, fighting Nockmaar troops. Kael holds up his great hand. In it he holds the baby. KAEL Bordak! Kael waves his men after Sorsha and Madmartigan. KAEL Kill them both! He laughs viciously then gallops toward the castle door. As he reaches it he abruptly stops. EXT. TIR ASLEEN Two hundred HORSEMEN are charging straight toward Kael. Led by Airk Thaughbaer! CLOSER, riding in Airk's saddlebags, with their tiny daggers flashing, are the long-lost brownies, Teemo and Rool! INT. TIR ASLEEN Kael stuffs the baby deep inside his tunic. KAEL Troops! To Nockmaar! Ride with me! EXT. TIR ASLEEN Kael and his men gallop across the valley of flowers and hack their way through Airk's army. EXT. TIR ASLEEN Kael and his men gallop across the valley of flowers and hack their way through Airk's army. INT. TIR ASLEEN Madmartigan and Sorsha mount horses. Willow staggers out of the armory, wounded and bleeding. WILLOW I'm sorry. There were too many of them. Madmartigan scoops him up. With seven surviving knights, they ride out. EXT. TIR ASLEEN Many of Kael's men fall in battle. But Kael and a dozen horsemen plow through and escape into the cave. Madmartigan rides up to Airk Thaughbaer and their horses powerfully dance around each other. MADMARTIGAN Out for a little ride in the coun- try, Airk? AIRK Thought you might get lonely, Mad- martigan! Then they drop the bravado and clasp hands. MADMARTIGAN Thank you, friend. AIRK Let's go. They charge into the cave. The clamor of their hoofbeats echoes and then fades to silence. The valley is littered with fallen soldiers. Then, Raziel trots out of the castle. She clip-clops across the valley and follows the others to the cave. EXT. VOLCANIC MOUNTAINSIDE - DAY The Nockmaar horsemen race out of the cave and gallop up the obsidian mountain toward the dark castle. The army of Tir Asleen thunders out of the cave in pur- suit. Arrows fire back and forth. The Tir Asleen army stays right on the enemy's tail. Willow hangs on to Madmar- tigan for dear life. Airk and Madmartigan ride side by side, perfect team- work, and cut a few Nockmaar ment down. Then Madmartigan turns and sees Sorsha ride up past everybody. What a rider she is! She surprises a cou- ple of Nockmaar soldiers, swordfighting as she rides, killing them both. But she can't catche Kael. He rides ahead of everyone else, whipping his horse at an in- credible speed toward the castle. The chase continues up the mountain. The Tir Asleen army keeps firing arrows at the enemy, or cutting them down with their swords, until only two Nockmaar men ride behind Kael. At last Kael reaches the castle drawbridge and leaps onto it as it begins to rise. His two remaining horsemen leap after him but fall short and tumble into the dry craggy moat. The drawbridge shuts with a loud echoing KLUNGG! Mad- martigan and Arik screech to a halt on the brink of the moat. They look up. The castle loom, huge, dark, powerful, evil. MADMARTIGAN Sorsha! Any way in there? Sorsha rides up to his side. SORSHA No. The fortress is protected on all sides. The Tir Asleen warriors, dwarfed by the huge black wall, look at one another with doubt and worry. AIRK Make camp! We'll assault at dawn. The army dismounts and begins to unpack supplies. It is late in the day and shadows lengthen toward evening. INT. NOCKMAAR CASTLE - LATE AFTERNOON Kael carries the baby through the castle and climbs up the gloomy narrowing stairs of the QUEEN'S TOWER. He comes to a large door and hesitates a moment, showing fear. Then creaks the door open. INT. QUEEN'T TOWER BAVMORDA looks up. Kael cowers, afraid of her evil power. BAVMORDA Kael! Carved in the floor is a MAGICIAN's CIRCLE, and in the very middle of this is a sacrificial altar made of shining copper. Bavmorda stands over the altar, wear- ing black robes. Behind her stand two decrepit DRUIDS. Kael bows. KAEL Queen Bavmorda. I have the child. The baby squirms and cries. Seething with hate, Bav- morda reaches out her arms, then shrinks back. BAVMORDA We must start the ritual! She hears noise outside the castle. BAVMORDA Who is that? KAEL An army of rebels and traitors. Bavmorda closes her eyes, holds out her hands and feels the vibrations and energy around her. Psychically: BAVMORDA Where is Sorsha? KAEL She has turned against you. Bavmorda opens her eyes furiously. to her druids: BAVMORDA Purify the altar! Arrange the im- plements! I'll deal with Sorsha! The druids take the baby from Kael. Bavmorda storms out the door. EXT. NOCKMAAR CASLTE - DUSK The Tir Asleen rebels pitch tents and build fires. Then they feel a terrible presence and look up at the castle wall. Amid torches and hideous minions, Bavmor- da leers down at them and laughs. BAVMORDA This is not an army! Sorsha looks up, and her mother seems to laugh right at her. Madmartigan steps forward. Seeing him in the ar- mor of the King, Bavmorda stops laughing, taken aback. RAZIEL Willow! Get out of here! Quick! Hide! Raziel suddenly butts Willow into a tent. INT. TENT Willlow tumbles into the tent and Raziel follows him. RAZIEL Get down! The ritual chant! Quick! Protect yourself! WILLOW Why? RAZIEL Just do it! Willow takes out his philosopher's stone and begins to chant. EXT. NOCKMAAR CASTLE Madmartigan faces the queen. MADMARTIGAN We've come for Elora Danan! Turn her over to us! Bavmorda stabs her finger down at him. BAVMORDA You dare to challenge me? You are not warriors. You're pigs! She waves her hand, casting a horrible spell over the army. Madmartigan's body begins to change its shape. His armor breaks apart. He grows hideous. BAVMORDA You're all pigs! The rebel soldiers panic and run. Slowly, horribly, they all expand and contort, ripping out of their armor and clothers, casting down their weapons and shields. SORSHA Mother! No!! BAVMORDA You made your decision! Bavmorda points at Sorsha, and Sorsha, too, begins to change. The mountainside becomes a sea of writhing flesh. Every one of the Tir Asleen army is transformed into a pig. INT. QUEEN'S TOWER - DUSK Bavmorda throws open the door. Her druids are binding the baby in a leather thong. BAVMORDA Begin the ritual. Now! Light the first candle. A druid lights on of THIRTEEN ENORMOUS CANDLES. Bav- morda glares up at the roof. In the middle of it is a large circular hole showing the starlit sky. BAVMORDA Come, thunder. Come lightning. Touch this altar with your pwer. Come into my tower... Lightning flashes faintly and thunder rumbles in the distance. Bavmorda smiles with satisfaction. A druid places teh baby on the altar. The other druid hits a loud gong, once. Bavmorda enters the Magician's Circle. Her face contorts as she recites: BAVMORDA Dark runes, dark powers! Blend and bind, bind and blend, Universal night! And the might of Nockmaar! Magically she produces a razor-sharp knife. Lightning flashes again, getting closer. INT. TENT - NIGHT Willow is crouched on his knees, chanting with her eyes closed. RAZIEL It's over, Willow. You did well. You protected yourself. Willow looks up. He hears the grunting outside. With great trepidation, he crawls to the tent door. EXT. NOCKMAAR CASTLE - OUTSIDE TENT - NIGHT Willow shudders in horror at the grotesque sight. Amid horses and tents and weapons, hundreds of pigs wander about. Willow stands and walks through them. He looks down at one point and sees Rool and Teemo: two tiny baby pigs. Then he turns and runs back into the tent. INT. TENT - NIGHT Willow collapses to his knees beside Raziel. WILLOW I've come all this way and now Elora Dana's going to die! RAZIEL No! I can still defeat Bavmorda! WILLOW She's too powerful, Raziel Raziel sternly stamps the ground with her hoof. RAZIEL A true magician, Willow, never surrenders. She is a sorceress--I am a sorceress! Transform me now and I will destroy her! Hexagram! Willow grabs a sword and draws a hexagram around Ra- ziel. He steps outside of it, holds up his philosopher's stone and begins his magic. WILLOW Banish all disturbing forces from this place. Fire, water, above and below. Balance. Balance. Bal- ance. Raziel begins to change. Willow wrestles with his own powers of concentration and will, now and then losing strength. RAZIEL (voice distorted) Don't give up! Willow! He chants and strains. Raziel momentarily changes into a partly-formed grotesque creature. Then into a deer. Then she becomes human. At last she becomes herself, a once-beautiful and now elderly woman. Willow covers her unclothed body with a simple smock. WILLOW Raziel! She looks down at her old hands. Then her eyes focus with purpose. RAZIEL We've got a lot of work to do, Wil- low. Bring in our brave men. Willow opens the tent. Some pigs shuttle in, and Ra- ziel begins to change them back into warriors. EXT. NOCKMAAR CASTLE -NIGHT Stationed high on the castle wall, three Nockmaar MIN- IONS laugh and drink. Then they hear the terrible SCREAM of the baby. They look up at the Queen's Tower. INT. QUEEN'S TOWER - NIGHT A druid hits the ceremonial gong, twice. The baby shrieks. Standing over her, Bavmorda crushes a piece of glass with her bare hands and drops the fragments into a Witch's Bottle. BAVMORDA Black fire forever kindled within, Let the second right begin! With a pair of razor-sharp shears she clips the baby's tiny fingernails and sprinkles them into the Witch's Bottle. The bottle glows and sparks, and teh heavens asnwer with distant thunder. EXT. NOCKMAAR CASTLE - NIGHT In the dark Tir Asleen camp some figures crouch low and hurry from tent to tent. CLOSER, the faces of rebel warriors, watching the castle wall. Fear. INT. TENT - NIGHT Willow, Raziel, Madmartigan, Sorsha, Airk Thaughbaer and a dozen rebel warriors argue back and forth. AIRK Uphill with our rough weapons, we'll never make it! SORSHA Elora Danan will die! RAZIEL By dawn, upon thirteen tolls of the runic drum! WARRIOR Bavmorda is too powerful. We need more forces. I say we retreat! The other warriors agree. RAZIEL Bavmorda cannot transform you. I've protected this camp with a spell. MADMARTIGAN Can you use your magic to get our men into the fortress, Raziel? Raziel shakes her head. RAZIEL Bavmorda has shielded it with a spell of her own. The warriors grumble and protest. In a corner, Rool and Teemo poke their heads in under the canvas. Curi- ously they look at Willow, who sits in silence and deep though, scratching the ground with his fingernail. The warriors rumble. WILLOW Wait!! Willow jumps to his feet. They all turn to him. WILLOW I have an idea. Back in my village we catch a lot of hedgehogs. MADMARTIGAN Willow, this is war, not agricul- ture! WILLOW I know, I know! But this is a way to get into that castle... The all gather around Willow to listen. INT. QUEEN'S TOWER - NIGHT Thunder rumbles. Bavmorda looks up. Her face is gra- dually becoming more grotesque as the ritual proceeds. A druid hits the gong three times. Now three candles are lit. The baby screams on the altar. With a demonic laugh, Bavmorda digs her hands into a deep vat of blood then raises them over her head. The blood runs down her arms into the folds of her black cloak. INT. TENT - NIGHT They all look at Willow. AIRK It's too much work. WARRIOR It can't be done. SORSHA Kael will never fall for it. Willow looks hopefully at Madmartigan. MADMARTIGAN (doubtful) I don't know, Willow. WILLOW Madmartigan, you promised me you'd take care of Elora Danan like your own daughter. She is all that matters. Are you going to abandon her? Madmartigan turns away and scratches his beard. AIRK Come on, Madmartigan. you gonna listen to a Peck? You and I are warriors. You know this plan will never work. Frustrated and torn, Madmartigan brushes Airk away. The men rally with Airk. Mdmartigan goes over to Sor- sha. MADMARTIGAN We'll probably die here, Sorsha. SORSHA I have no family. The gong rings four time. Raziel turns to Airk and his men. RAZIEL If we do not fight, and the baby dies, all hope for the future is lost. I shall face the danger alone if I have to. The men shake their heads. WILLOW Me, too. Madmartigan, still torn by indecision, raises his arm and silences the protest. MADMARTIGAN Time is running out. We must now decide who's going to leave and who is going to stay... EXT. NOCKMAAR CASTLE - NIGHT Light pulsates in the Queen's Tower. INT. QUEEN'S TOWER - NIGHT The druids cower behind Bavmorda, whose face has taken on the hideous features of a hellish beast. The baby has been streaked with ritual paint. BAVMORDA Ocht veth nockkthirth bordak! Her voice growls a sickening chant, and light shoots out of her claw-liek fingers, enveloping the baby. The baby levitates above the altar in a cocoon of light. EXT. NOCKMAAR CASTLE - DAWN The sun rises over the volcanic mountain. The gong strikes twelve times. PAN ACROSS the slope outside the castle. The Tir Asleen army is gone. Littered across the ground are flattened tents, borken wagons an dis- carded shields. The wind howls, taking bits of debris with it. Alone on the deserted mounatinside stand Willow and Rz- ziel. RAZIEL Time is running out. WILLOW Surrender!! Nockmaar soldiers peer down and laugh. Willow and Ra- ziel trek closer to the castle wall. Willow cups his mouth. WILLOW We are all-powerful magicians! Give us the baby or we will destroy you!! The Nockmaar soldiers roar with laughter. KAEL Kill them! The great drawbridge falls across the moat. Willow clutches a spear and trembles nervously. RAZIEL Patience, Willow. WILLOW Courage, Willow. Hoofbeats. EIGHT HORSEMEN ride out of the castle with swords high. Willow lifts his spear with two hands. Turns. And smashes the spear on the ground, striking a loud war drum! Suddenly Madmartigan leaps out of the ground on horse- back! And the entire mountainside comes to life. Tents and shields fly away and out of pits and trenches the Tir Asleen army charges with one loud warcry! The eight Nockmaar horsemen are quickly cut down. The rebels storm across the drawbridge into the castle. Airk Thaughbaer scoops Willow up on his horse, and Sor- sha scoops Raziel up on hers. INT. NOCKMAAR COURTYARD - CONTINUOUS Madmartigan leads the assault, cutting down Nockmaar minions as they run out to defend the fortress. Sorsha slides off her horse with Raziel. Airk sets Willow down. Sorsha leads Willow and Raziel into a dark hall- way. Rebel warriors storm into the courtyard. Madmartigan circles behind Airk, their horses dancing handsomely. AIRK Let's squah 'em! In unison, their swords flash and they charge across the courtyard chopping down the enemy. ENT CASTLE HALLWAY - DAY Sorsha hurries Willow and Raziel down a dark hallway. They come to a corner. SORSHA No, Willow!! She grabs him by the collar and yanks him back. A huge DEATH DOG leaps out wiht a gnashing ROAR and Sorsha kills it with her sword. Willow sags with relief and the women grab his hands and haul him further down the tunnel. INT. TOWER STAIRWAY - DAY They come to the gloomy stairs that corkscrew up into the Queen's Tower. Willow climbs nervously behind Ra- ziel and Sorsha. At the top in THE DOOR. Light throbs behind it. Suddenly they hear a loud SHRIEK and the door shakes and bangs. Willow fals to his knees, frozen with fear. SORSHA I will face my mother alone. Willow and Raziel stay back on the stairs. Sorsha climbs to the door. Courageously, she opens it. INT. QUEEN'S TOWER - DAY Bavmorda's monstrous face FILLS THE SCREEN. BAVMORDA Sorsha!! Sorsha recoils in horror. Bavmorda looks barely human: she has transformed into a grotesque witch. She waves her gnarled hand and her druids attack Sorsha. Sorsha kills them. The baby lies under a deathlike spell on the copper altar. SORSHA I won't let you kill her! Bavmorda's voice is a demonic growl! BAVMORDA You are a weakling. Like you fa- ther! Can you not see that I am about to become all-powerful! Lightning explodes overhead. Sorsha lunges for the baby. But Bavmorda stops her with a powerful energy force. SORSHA No!! Pulsating light lifts Sorsha, levitates her across the room, and drives her toward a wall of spikes. Just as she is about to be implaes, another force stops her. Bavmorda can sense the source of it: BAVMORDA Raziel...!! The door flies open. The twelve burning candles all blow out. There stands Raziel. Sorsha falls to the floor, unconscious. Raziel raises her arms magnifi- cently. The sorceresses face each other. INT. CASTLE COURTYARD - DAY Battle rages. Madmartigan and Airk lead the assault, and the Tir Asleen rebels push back the Nockmaar min- ions. Down low, where weapons adn bodies fall and horses clop and stamp, the brownies scurry along in terror, arms crossed over their heads, looking for shelter. Like mice, they dart up some stairs. Then a huge boot nearly crushes them. The dive away and look up. Towering high above them, Kael lets out a loud warcry. And brandishes two weapons, a huge sword and a huge axe. Madmartigan and Airk turn and see Kael. They look at each other. Like samurai warriors they stand ready. Kael ralles his weapons and charges toward them. INT. TOWER STAIRWAY - DAY Willow creeps toward the door. It suddenly throbs and flashes. He jumps back. INT. QUEEN'S TOWER - DAY Bavmorda and Raziel oppose each otehr, circling the al- tar. The air between them crackles and sparks with the concentration of energy between them. RAZIEL The baby will be queen. It has been foretold, Bavmorda. BAVMORDA My ritual will kill the prophecy! Now the child dies with it, its en- ergy exiled into oblivion! (lightning flashes) You see? I hold the power of the universe! RAZIEL Not until your ritual is complete! BAVMORDA And who will stop me? The elements are slaves to my command! She points at the sky. As if oberying her, lightning flashes and thunder cracks. RAZIEL There is no one who can match your sorcery. Except me! Raziel waves her arms and light suddenly swirls around the room. Bavmorda counters, and chairs come to life, turning into beasts. Objects fly about. The tower be- comes a storm of chaos and witchcraft. INT. CASTLE COURTYARD - DAY Kael swings his axe and sword at Airk and Madmartigan. He roars at his army, and six Nockmaar swordsmen hurry over to fight with him. Madmartigan and Airk split up. Madmartigan battles the six swordsmen. Airk battles Kael, who backs Airk up stairs on the castle wall. Madmartigan fights in the courtyard. He hears a yell and looks up. Kael strikes Airk down. MADMARTIGAN Airk!! Airk falls down the stairs. Madmartigan finishes off the swordsmen, then runs to him, grabs his bleeding body. MADMARTIGAN Airk! Airk! MADMARTIGAN Madmartigan...you're a brave warrior...a true friend...a good man... MADMARTIGAN We're gonna win this war, Airk. An incredible smile lights up Airk's face as he dies. Madmartigan stands. Picks up his sword. And goes up the stairs after Kael. INT. QUEEN'S TOWER - DAY The sorceress continue their battle. They change each other into various beasts. They fight, physically and magically. In the midst of chaos, the door opens. Willow pokes in his head, reacting in fear. Then sneaks around the wall of the room and makes a dash for the baby. BAVMORDA As above, so below! Universe of evil, Raziel! It conquers even you! Bavmorda hurls a final spell at Raziel, crippling her, throwing her into a corner. Bavmorda laughs and goes to the altar. The baby is gone. Willow races toward the door with the baby. The door suddenly slams shut. Bavmorda's voice roars out: BAVMORDA *Stop! Bring back that child!!!* Willow stops. He turns around. Bavmorda towers over him, grotesque, monstrous, poised to destroy Willow with her magic. BAVMORDA Who are you? WILLOW I'm Willow Ufgood. I'm a magician. Bavmorda laughs. Willopw slowly walks toward her. he digs into his pocket. Takes out the last magic acorn. WILLOW I'm a *great* magician. Willow throws the acorn at Bavmorda. Her hand shoots out and catches it. the acron begins to turn her to stone, petrifying her hand, her wrist, her arm. Willow backs away, feeling successful. But with intense con- centration of her evil will, Bavmorda fights off the acron's spell. It reverses: her arm, wrist and hand turn back to flesh. She crushes the acorn in her fingers and lets the dust fall to the floor. BAVMORDA Is that the extent of your power? Willow stands there helplessly. Thunder cracks and lightning flashes through the open ceiling above the altar. INT. CASTLE COURTYARD - DAY The Tir Asleen rebels, outnumbering and overpowering the Nockmaar army, fight toward ultimate victory. Madmartigan battles Kael on the wall outside the Queen's Tower. Up and up they go. A spectacular swordfight. Until finally, Madmartigan stabs Kael through the heart. kael screeches and falls through the air into the moat. Madmartigna hurries toward the top of the tower. INT. QUEEN'S TOWER - DAY Bavmorda looks up at the sky then down at Willow. BAVMORDA Place it on the altar. WILLOW No. You can't have her. BAVMORDA By ritual, by sorcery, I well draw the lightning and send this child into the destructive realm. Willow straightens up, boldly, courageously. WILLOW And with my magic I'll send her into the...into the... He gropes for a word. Bavmorda laughs at him. BAVMORDA You're no magician. WILLOW Into the good. Bavmorda instantly stops laughing. her eyes flash. BAVMORDA Even I don't have the power to do that. You're a fraud. Willow suddenly starts chanting, loudly and desperate- ly. Raziel opens her eyes and watches. The chenting confuses Bavmorda. Then, Willow cleverly whips the baby under his legs and behind his back and suddenly she's gone! BAVMORDA Impossible! Bordak! Bordak! Bavmorda flies into a rage. She lunges across the copper altar. Thunder and lightning! BAVMORDA Aaaaahhhh!!! A bright fork of lightning, conjured by her own evil, shoots in through the ceiling and strikes her. She howls in pain. Her body contorts then bursts into flame and burns into a shriveling pillar of ash. Madmartigan breaks open the door and stomrs in. He scoops up Sorsha, reviving her with a kiss. And as if Bavmorda's death has ended evil and oppres- sion, Raziel stands up with renewed strength. RAZIEL Willow...Willow...how...how did you do that? Willow bends down under a nearby chair and picks up the sleeping baby. WILLOW It was just the old disappearing pig trick. Elora Danan's eyes open. And sunlight floods into the tower. EXT. TIR ASLEEN - DAY Flags fly hihg above the wondrous caslte. The valley is lush with flowers, and the kingdom is once abain alive with happy activity. At the door of the castle, Willow stnds beside a cute little white pony. The court of Tir Asleen has gath- ered to see him off. Madmartigan, in robes and armor worthy of a king, stands proudly beside his queen, Sor- sha, who holds the baby princess, Elora Danan. A trumpet blares. Raziel comes forward from inside the castle, dressed in druid robes, carrying a sacred BOOK. RAZIEL Willow Ufgood. Take this Book of Sorcery. You are on your way to becoming a great magician. Willow accepts the book. Everyone applauds. Willow smiles gratefully and humbly. He glances down and no- tices Rool and Teemo, who have been civilized to a de- gree with page boy uniforms, fuzzy haircuts, and nifty little swords. Madmartigan and Sorsha come forward, with Elora Danan. WILLOW Your dream has come true, madmarti- gan. Madmartigan smiles with thanks. MADMARTIGAN Goodbye, Peck. Willow has one last look at the baby. She smiles and giggles at him. He happily gives her a kiss. WILLOW Farewell, Elora Danan. Suddenly Willow flies up in the air. Madmartigan lifts him onto the pony's back. Willow and Madmartigan shake hands warmly. And Willow rides across the valley of flowers, everybody waving goodbye to him. EXT. NELWYN VILLAGE - DAY Musicians stike up a welcoming march. Willow rides thorugh his village on his little pony, proudly carry- ing the sacred book. The Nelwyn people swarm around him, wild with excitement and celebration. Meegosh runs up, deliriously happy. The High Aldwin comes forward, beaming with pride, and honors Willow with a nod of approval. Willow presents him with the book. Old Burglekutt peers out. His mouth drops open and he shrinks away from the crowd. KIAYA Willow!! Willow stands up in his stirrups. He sees Kiaya fight- ing her way through the crowd to reach him. WILLOW Kiaya!! He jumps off his pony and runs to her. They collide, kiss and embrace. Then Ranon and Mims jump on their father and hug him. Family and friends smother their homecoming hero with love! *THE END*