Balthazar Bastian Bux (Mark Rendall) is now twelve years old and has lost some of his earlier imagination. Then it comes back to him after his mother’s death. He finds The Neverending Story in a shop and finds amazing characters in this book, like heroes, villains, knights, and dragons in a place named Fantasia. Bastian’s alter ego, Atreyu (Tyler Hynes), fights against an evil force called Nothing, which wants to ruin Fantasia and destroy the young Empress who rules it. Atreyu runs into Fly Girl (Stephanie Buxton), who is trying to give back dreams to Fantasian residents through a machine which looks like a Luck Dragon called Falcore. Atreyu is attracted to Fly Girl. Other characters include Dark Princess Xayide (Victoria Sanchez).