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A sensitive and lonely little boy named Bastian, still grieving for his recently deceased mother, finds respite in a mysterious book which chronicles the plight of Fantastica - a magical universe inhabited by countless fantasy creatures and soley created by the dreams, wishes and imagination of humankind that is ruled by the mystical and benevolent Childlike Empress. But all is not well in this once peaceful realm, for now the empress has fallen ill due to her very existence being threatened by the destruction of The Nothing - a dark, shapeless and ominous parasite consisting of human despair and made from the unimaginative. With the empress helpless, a hero named Atreyu must step foward and save Fantastica before it disappears for all time.