Ldihawk: I wrote this based on one of my favorite childhood films. Please RR and let me know good or bad. I'll reply to emails or signed reviews. Please no flames. Let me know if you want chapters instead of one chunk.

Prologue: 1982 New York

The grey-haired shopkeeper smiled over his shoulder at the snip of a boy running out the door barely large enough to rouse the wind chimes in a faint clanging of metal and driftwood. He knew what was missing long before he saw the empty place on the shelf. He returned to his endless volumes, fingers lightly caressing a well-worn first edition of Hugo's The Laughing Man. It was one of his favorites—his emigrant grandfather smuggled it into the country in his coat pocket. It was just as well, he thought. That boy was meant to have the book. David Oreander only hoped it would bring the boy the same joy he found years ago.

Present Day: New York

The old man's body jerked and he sat up. The sweat-drenched blankets clung to his frail limbs. He'd become displaced again. His mind wandered more and more now and he frequently found himself uprooted in time like a grandfather oak in a tornado. Sometimes, he dreamed the most wonderful dreams of flying through fluffy iridescent clouds the color and texture of cotton candy. Since he'd grown old, the once pleasant dreams always ended the same way—with him falling waking just before the impact. Today was Sebastian Oliver's seventy-fifth birthday.

He rose and dressed, ignoring the aching in his bones and stopped to stare at his beautiful wife preserved forever twenty-two in the photograph on his nightstand. "Good morning, Princess," he said softly. Fifty years he greeted her that way. Although she denied it all her life he always thought her dark eyes and long rich, red hair made her look like a fairytale princess. Even in the last days of her life when the stroke robbed her of her ability to speak, she remained beautiful to him.

He made breakfast, hands shaking a little and ate in silence glancing at the dismal headlines on the morning paper. The phone rang and he answered delighted to hear his son, James voice on the phone. As an attorney with a wife and two children, James rarely had time to visit anymore so these small moments with his son brought him so much joy.

"Happy birthday, pop," his son exclaimed.

"Thank you. I'm so happy to hear from you. How are Karen and my grandkids?

"Oh, they're fine. J.T. just loves the last drawing you did for her. It's hanging in her bedroom."

Sebastian smiled remembering the drawing of the dragon he created for her. After reading St. George and the Dragon, she'd cried herself to sleep when the knight delivered the final blow ending the creature's life.

"I'm glad you're well. Are you still coming to visit?" Bastian's voice became strained with hope.

A long pause followed.

"Well, dad you know I would if I could, but the firm really needs me."

Sebastian fought to keep disappointment out of his voice. "That's ok, son. I understand."

Another silence followed before Sebastian broke it saying, "I love you and Karen and the kids. Tell them thank you for the cards and the presents and tell J.T. I especially liked the drawing of the cat,"

"She's been drawing more and more. She's just like you. Maybe she'll be an artist like you someday." His son sighed.

"Maybe," Sebastian chuckled.

"Well, dad-- I have to go. I'll try to get by next week. Maybe we can go fishing."

Sebastian didn't have the heart to tell him the truth so he simply said, "Sounds good, son."

He hung up the phone and retrieved his faded leather sketchbook from the hall bookcase.

He flipped through the pages revisiting the castles, fairies, monsters, and the more real pencil sketches of his wife. Hanging on the paneled walls of his living room were framed illustrations he'd done for some of the most famous children's books including quite a few written by his wife. He smiled recalling the math teacher who scolded him for drawing unicorns.

For all the troubles he had, sometimes he wished desperately to be ten years old again free of the loneliness and pain of age. Most of all, he missed Fantasia that beautiful kingdom he loved as a child. As a boy, he found security in knowing that he could escape anytime he needed to just by opening the pages of the heavy leather-bound book emblazoned with the orin, the twisted golden serpents with the jeweled crimson eyes. He loved the book so much (and ran off with it so many times) that Mr. Oreander gave it to him on his twelfth birthday. In the years since his last visit, the pages of the book gradually faded until the words and illustrations became dim. The last time he visited was over forty years ago. He was going to college and he went to Fantasia to say goodbye. He regretted now that he would never have the chance to ride on the furry back of the playful Luck Dragon, Falcor again.

He went to the senior center where his friend Charlie sat waiting for their chess game, but Sebastian's heart wasn't in it. He let Charlie beat him.

The winter grew colder in the coming weeks and Sebastian suffered a bout of bronchitis. Forced to stay in bed, he read Treasure Island and his favorite boyhood books. He read nearly everything he had in his apartment, but one book remained unopened.

He reached inside the nightstand and slowly, almost reverently withdrew the Neverending Story. His gnarled fingers traced the orin and shook a little. He took a deep breath a settled under the covers. Slowly, he opened the book to the first page and closed his eyes willing the pages to be full. He opened his eyes and gasped. Not only were the pages full, but the print was large and bright enough for his old eyes. In a tremulous voice he began to read afraid that this gift would disappear at any moment.

Sadness covered the land of Fantasia. A sickness spread over the land for many years. The land and its people waited so long for the return of the human child who was no longer a child, and their land sickened. Though he did not know it he was missed.

Sebastian shifted in bed feeling a pang of grief and then to no one in particular shouted, "I'm here now. I've missed you, too. I'm sorry."

His eyes grew heavy, but he refused to sleep. The wind howled outside his window and suddenly, he felt himself falling like Alice down the rabbit hole. He found himself deposited in a heap at the foot of what seemed a great mountain. He was still in his faded, striped pajamas and his grey hair stood up on his head. He checked for broken bones, but nothing seemed to be damaged except his pride. He looked at the sky like a vast oil painting of vivid reds and oranges and colors that don't even exist in the human world and smiled. "I'm here!" he shouted. The earth shook as if a vast earthquake occurred and a deep, resonant voice answered in a voice that while rough held nothing but good-natured humor.

The creature grew from the mountain itself, a giant face of stone. The creature laughed shaking the earth.

"Rockbiter!" Sebastian exclaimed.

"Human child, I am glad you returned. Fantasia is lost without you. The land is sick and between you and me, there's a shortage of good, strong rocks."

He climbed closer to rest between one of the creatures massive toes. I never stopped believing, old friend."

"There are others who want to see you," said the creature. "The Empress herself sent Atreu to find you. You must meet them."

Sebastian sighed. "I need to rest a moment. I am an old man."

"Human child," the Rockbiter growled.

"I am not a child." Sebastian replied.

"Human child," the creature repeated. "You are tickling my toes."

"Oh," Sebastian replied. "I will try."

He followed the road taking in the clean, crisp air feeling his lungs begin to clear in the elysian morning. He continued on his journey until he reached a strange hut with a sweet-smelling smoke billowing from the chimney. Out of it stepped or rather glided a rather strange creature resembling a great bat. It was followed by a little man in a top hat riding a racing snail.

"Hello, there," he said. "I remember you—you're friends of the Rockbiter."

The bat creature snarled.

"Whatever you're selling we don't want any."

The man in the top hat said.

"Don't you remember? It's the human child—the one who saved our land from the nothing."

He inclined his head stiffly and smiled.

"Are you blind? He's no child," the bat creature said flexing his sinewy wings.

"I am Bastian Oliver—the same human child. It's been a long time."

The bat creature sniffed the air and bowed low. "Welcome, Bastian. Please share our fire."

"I have only a moment. I must see the Empress before I go."

"She's been waiting for you." The man replied and scratched the head of his racing snail.

"Is she ill?" Bastian said suddenly worried.

"Not like when you were here the first time. She's just sad and when the Empress is sad the land suffers." The other replied.

"Since you've been back everything's already beginning to grow again." The bat creature added.

"Thank you, friends, but I must be going."

He started off again on the road passing twisting forests and deep, jagged canyons. He'd lost track of time, and somewhere in the back of his mind he knew he should be getting home, but there were still things unfinished.

The terrain changed. The rugged mountains dissolved into flat plains of dancing grasses. In the distance, he could see smoke dancing from what looked like many teepees. A bird flew high in the sky, darted low above his head and arose again, brilliant blue feathers glinting in the sun. He heard distant thunder and saw specks on the horizon that looked like horses—Purple horses. No. Massive horned creatures larger than cows ran towards him in a massive stampede. Buffalo. Purple buffalo. He stood rooted in awe and terror. This was Atreu's land. They drew closer and still he could not move. Suddenly, a streak of white shot from the midst of the purple siege and came to half drag him onto the back of a horse. His legs dangled nearly to the ground on one side of the horse's back.

They came to rest outside a modest village where men and women with bronzed skin and dark hair and eyes gazed at him with mild curiosity. He slumped to the ground and his rescuer patted his spotted horse before turning to stare at him with amusement in his eyes. The child warrior knelt beside him and reached out a hand to touch his wrinkled brow inquisitively.

"I've missed you, Bastian."

"No one's called me that in a long, long time," he whispered.

The child warrior reached out a hand to tentatively touch his wrinkled forehead.

"What happened to you?"

"I got old, Atreu. It's been a long time."

"Not too long here in Fantasia," the boy said.

Sebastian stared at the child.

"You're exactly the same as I remembered."

"Of course I am. When you left I went back to hunting the Purple buffalo with my people. It was still pretty lonely here without you."

Atreu sat across from him. He still wore the orin around his neck.

Atreu saw him staring and handed it to him. "Here. Take it. The Empress would want you to have it. You saved our land more than once."

"Thank you." Bastian slipped the talisman around his neck.

"What does a warrior need with it anyway," Atreu laughed. "It never really brought me much protection.

"Can you take me to the Empress?"

"I can't go with you to the ivory tower. It's a journey you must make on your own, but I can take you as far as the Swamps of Sadness."

"I need to rest."

"Alright, the boy replied impatiently, but we leave tomorrow morning."

Bastian slept in a teepee on soft furs—the best sleep he'd had in a long time. In the morning he was afraid to open his eyes thinking everything would disappear around him and he'd once again be alone and frail. Someone slid the flap on the teepee aside and called impatiently. "Bastian—time to get up!"

He rose to find that soft skin breeches and a tunic had been placed outside his door. He dressed and greeted the morning sun.

Atreu sat eating at a cheery campfire surrounded by other members of the tribe all young and healthy and none of them appearing out of their twenties. He smiled when he saw his old friend. "Now—you look like a warrior, Bastian."

They ate talking of their adventures joyfully. Atreu helped Bastian to his feet and helped him to climb onto Artex's back while he led the horse to the edge of the swamp. The horse reared in fear. "Shhh, Artex. I lost you once to the Swamp. I won't take that chance again." Bastian eased off the horse and awkwardly patted Atreu on the back. "Thank you."

"Be careful. Remember let yourself be trapped by the sadness."

Bastian raised a hand as Atreu mounted his horse and turned to leave.

Bastian filled his mind with images of Fantasia and how happy he was to be there as he took the first few steps. He thought of the beautiful illustrations it had inspired and the letters he received from children about his books. He balanced carefully on a rock making sure to always have a vine or tree branch to hold onto. The mud was up to his calves here and very thick but the land had given him new energy so he was able to trudge on. He thought of his granddaughter J.T.—Jennifer Therese and the new baby Malcolm. He remembered how happy she was when he used to read to her. He was about half way there. The mud was up to his waist and very thick. He thought suddenly that Anne would have loved Fantasia and wished he could share it with her. His foot slipped on the rock he balanced on and he sunk to his chest in the sludge. He thought of how beautiful she looked on their wedding day only twenty-four years old. He reached for a vine and managed to step onto a high rock. The shore was in sight. Almost there. He thought of her sick and pregnant in the middle of winter and driving two hours to find a florist to bring her red roses. Just another few steps. Then, his mind drifted to the end when he stood crying by her bed begging her for just one more day. He fell up to his neck in the mud with only a vine keeping him from drowning. "Hello—" he called. There was no answer only his own breathing. He thought of his grown son and how old and frail he was and the horrible cruelty of life. His grip on the vine was slipping and the mud thickened paralyzing him. His hand slipped from the vine and he clawed at the air waiting for the swamp to claim him.

As the mud crawled up his neck, he felt a current of air brush by his hand and something pulling him until he was released from the swamp with a plop. He reflexively screamed as he saw the swamp grow small below him. Clutched in the paws of the luck dragon, he soared far above the ground into the clouds of his dreams. "Falcor?"

"You're luck hasn't run out yet, Bastian." The dragon laughed his whiskers twitching and lifted him in a single paw to rest on his back. Bastian felt a little foolish, but he stretched out his neck and rested his head in the dragon's fur. He reached out a hand and scratched behind the dragon's ear causing him to rumble in contentment. He sat up feeling the wind blowing through his hair, stretching out his arms. "You saved my life."

"Of course I did." The dragon seemed almost annoyed, but then his wide grin reappeared. "Can you take me to the Ivory Tower?"

"Yes." The dragon replied.

"And Falcor…Could you fly a little higher?"

The stars shone upon them, turning Falcor's fur silver in the moonlight. Bastian was almost asleep by the time they landed atop the steps of the Ivory tower. It spires rose iridescent in the night. As he ascended the steps to the throne, he passed a series of old friends great tree-like creatures. Feathered half-bird-half beasts, men with faces resembling harlequin masks and some with many faces or none at all gathered in the outer chamber. Creatures that were tiny stood beside those tall enough to bump their heads on the palace ceiling. The throne was empty. The Empress was in her chambers. He knocked on a set of gilded doors emblazoned with a great tree. The doors parted to reveal a room where resting on a dais was the childlike empress. She rose to greet him staring with surprise and then joy. She ran to him and embraced him although her arms barely reached his chest. She stepped back. She was as he remembered regal and noble with a face that was unimaginably old and eyes that were centuries old.

"We hoped you'd come back." "I wanted to…but there was Anne and the kids and I tried to come back but the book wouldn't let me." "You are always welcome in Fantasia." She smiled, her eyes shining. "The words, they faded." Bastian's eyes were beginning to fill with tears. "They faded because as you grew older you stopped believing."

"I went to work writing stories for children and I was happy. I met a beautiful girl named Anne and we married." He stopped and turned away from the Empress. "I don't know why I'm telling you this. You probably don't understand anyway."

"It is your story and your story is the same as ours, Bastian."

"Anne got sick and she died last year. I'm old and sick and I'm so alone." Tears were streaming down his face now and he sank to the floor.

He felt the Empress place her small hand on his shoulder.

"You were never alone, Bastian. Just as you were with us, we were with you."

"All those years?"

"Every minute," she replied.

He studied the intricate pattern of the tiles again. "I will have to go home…won't I?"

She was silent and then spoke very softly. "I called you here to stay this time. I have ruled Fantasia for a very, very long time and though I look young…I am tired."

"What are you asking?"

"Rule my kingdom justly and fairly. You have the power to create anything you desire in the land all you have to do is remember. You restored my kingdom once with only a single grain of sand."

He met her eyes and briefly smiled. "I remember. His eyes darkened then. "But I have to go back home."

She smiled sadly at him. "I'm afraid that is impossible. In the human world, your body gave out and you…" She looked away. He stood and backed away from her. "I..I'm dead."

"Yes. I am sorry, Bastian, but you're story will live forever and because your story lives so do you."

He turned away. "But even here I won't have her." He shut his eyes against the thought.

"Turn around, Bastian." The Empress ordered.

He spun to face her and suddenly he found himself in the throne room where there were now two resplendent thrones. Standing in front of one of them was Anne appearing the way she had when they first met. She wore a rich emerald dress that left her arms bare. Her long red hair was adorned with pearls and gemstones and flowed freely down her back. She wore a thin tiara with a single glimmering stone set in the center. He shut his eyes again and opened them. She was still there. He ran to her and fell into her arms sobbing. "I missed you so much."

His wife smoothed his hair and lifted his chin. "I know. I'm here now and I'll never leave you." He raised his hand to wipe his eye and found it smooth. He touched his face and felt only smooth, unblemished skin.

He turned to face the Empress who was now dressed in a simple brown dress and blue traveling cloak. Her dark hair was unbound and she no longer wore the tiara.

"How did you…." Bastian started.

"It was you who brought her here, Bastian." She approached and bowed to both of them.

"Take care of my kingdom."

The throne room was now filled with subjects. Atreu and the Rockbiter and all the creatures of the land gathered. "Long live the king and queen of Fantasia."