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A sensitive and lonely little boy, still grieving for his recently deceased mother, finds respite in a mysterious book which chronicles the plight of Fantastica, a magical universe soley created by the dreams, wishes and imagination of humankind ruled by a Childlike Empress. But all is not well in this once peaceful world, for now the empress has fallen ill due to her very existence being threatened by the destruction of The Nothing, a shapeless, ominous force created by human despair and the unimaginative.