Q: Why does Sorsha decide to help Willow defeat the castle assault?
Text:                        "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

<b>FADE IN:
</b>
<b>EXT.. NOCKMAAR CASTLE - DAY
</b>
Under gloomy sky a huge fortress looms on a volcanic
mountainside.  From within WE HEAR the agonizing scream
of a woman giving birth.

<b>INT.. NOCKMAAR CASTLE - DAY
</b>
The scream continues as WE MOVE THROUGH the grim corri-
dors of the castle TOWARD stairs leading down to a
dungeon.

<b>INT.. DUNGEON - DAY
</b>
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.

<b>                         DRUID
</b>          Is it a girl?

<b>                         ETHNA
</b>          It is a girl.

<b>                         DRUID
</b>          Show me its arm.

Ethna peels back the swaddling.  On the baby's arm is a
small marking.

<b>                         DRUID
</b>          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.

<b>                        MOTHER
</b>          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.

<b>                         ETHNA
</b>          They'll kill you.

<b>                        MOTHER
</b>          Please save my baby.

Ethna hesitates.  Then decides.  She quickly wraps to-
gether some rags and gives them to the mother.

<b>                         ETHNA
</b>          Pretend this is the child.

<b>                        MOTHER
</b>          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.

<b>                       BAVMORDA
</b>          We will start the ritual at dusk.
          You're certain this is the one?

<b>                         DRUID
</b>          It bears the markings.

<b>                       BAVMORDA
</b>          I must see for myself!  Just as the
          omen foretold!

The guards fearfully move aside as Bavmorda enters the
cell.

<b>                       BAVMORDA
</b>          So.  You *were* the one.

<b>                        MOTHER
</b>          Yes.  But nothing you can do will
          stop the prophecy.

<b>                       BAVMORDA
</b>          This child will have no power over
          me....

Bavmorda grabs the rags away from the mother and anxi-
ously tears them apart.

<b>                       BAVMORDA
</b>                      (furiously)
          Where's the baby!

One of the guards looks up the stairs.

<b>                         GUARD
</b>          The midwife!

Bavmorda flies into a rage.

<b>                       BAVMORDA
</b>          Find that baby!  Use the dogs!
          Sorsha!

Two guards draw swords and charge upstairs.  Bavmorda
grabs the third guard and nods toward the mother.

<b>                       BAVMORDA
</b>          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.

<b>EXT. SNOWY MOUNTAINSIDE - DAY
</b>
TITLES BEGIN.  The midwife hurries through swirling
show, clutching the baby.

<b>EXT. VILLAGE - DAY
</b>
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.

<b>EXT. GRASSLAND - DAY
</b>
Ethna treks across an open grass field.

<b>EXT. WOODS - NIGHT
</b>
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.

<b>EXT. OCEAN CLIFFSIDE - DAY
</b>
She scrambles over rocks on a windswept coastline.

<b>EXT. FOREST - DAWN
</b>
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.

<b>                       DEATH DOG
</b>          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:

<b>                        MIDWIFE
</b>          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.

<b>EXT. DOWNRIVER - DAY - MONTAGE
</b>
The little raft of sticks swirls precariously in the
current.  It glances off jutting rocks, tumbles over
rapids, and scrapes under overhanging trees.

<b>EXT. RIVERBANK - DAY
</b>
At last the raft catches in some weeks, almost dumping
the baby.

<b>TITLE SEQUENCE ENDS
</b>
Suddenly WE HEAR rustling leaves, possibly another
Death Dog.  Then WE HEAR giggling.  Two children, RANON
and MIMS, watch in amazement from the riverbank.

<b>EXT. UFGOOD FARM - DAY
</b>
Holding onto a plow, WILLOW UFGOOD struggles behind a
huge hog.  From a heavy sack slung over his shoulder he
tosses seeds.

<b>                         RANON
</b>          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.

<b>                        WILLOW
</b>          I can't run off and play with you
          now.  I've got work to do.

<b>                      RANON/MIMS
</b>          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.

<b>EXT. RIVERBANK - DAY
</b>
WE SEE Willow from the baby's view.  His eyes pop open.
He quickly backs his children away.

<b>                        WILLOW
</b>          Back!  Don't go near it.  We don't
          know where it's been.  It could be
          diseased.

<b>                         MIMS
</b>          It's a baby!

<b>                         RANON
</b>          It's not a Nelwyn baby.

<b>                        WILLOW
</b>          No, it's too big to be a Nelwyn
          baby.  It looks like a daikini...

<b>                         MIMS
</b>          Ooh, it's so cute...

<b>                        WILLOW
</b>          Mims!  Get back here!  It might
          bite you.

Willow drags Mims away.  Then the baby starts crying.

<b>                         RANON
</b>          Can't we keep it, Dada?

<b>                        WILLOW
</b>          Absolutely not.

<b>                      BURGLEKUTT
</b>          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.

<b>                        WILLOW
</b>          Shhh, shhh!  It's the Prefect --
          that's all I need.  Mims, Ranon,
          keep this thing hidden...

<b>EXT. UFGOOD FARM - DAY
</b>
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.

<b>                         KIAYA
</b>          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.

<b>                      BURGLEKUTT
</b>          Ufgood!  What do you think you're
                doing!  I tell the planting seeds
                in this village.

<b>                         KIAYA
</b>          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.

<b>                      BURGLEKUTT
</b>          You haven't paid your debts.  Where
          did you get these seeds?

With pride, Willow puts his arm around his wife.

<b>                        WILLOW
</b>          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.

<b>                         KIAYA
</b>          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.

<b>                      BURGLEKUTT
</b>          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.

<b>EXT. RIVER - DAY
</b>
Kiaya cradles the baby in her arms.  Willow runs up,
and with patriarchal authority, puts his fists on his
hips.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          Kiaya!  We can't keep that baby.
          Mims, Ranon.  Hey!  I will not be
          ignored!

Ignored, Willow huffs after them across his unplowed
field.

<b>INT. UFGOOD HOUSE - DAY
</b>
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.

<b>                        WILLOW
</b>          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?

<b>                         KIAYA
</b>          We're gonna give this baby a bath.

The baby squeals with joy as Kiaya lifts her into the
bath.

<b>                        WILLOW
</b>          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.

<b>                         KIAYA
</b>          Willow, do you think we should take
          her to the Village Council?

<b>                        WILLOW
</b>          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!

<b>                         RANON
</b>          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.

<b>                        WILLOW
</b>          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.

<b>EXT. NELWYN VILLAGE - DAY
</b>
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.

<b>                        WILLOW
</b>          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.

<b>                         CROWD
</b>          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.

<b>                        WILLOW
</b>          Meegosh, I'm in trouble.

<b>                        MEEGOSH
</b>          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.

<b>                        MEEGOSH
</b>          Now Burglekutt's got you in the
          squeeze.  Soon you'll be down in
          the mines like me.

<b>                        WILLOW
</b>          Mining.  I hate closed-in spaces.
          That's the last thing I'd ever do.
                     (he shudders)
          I gotta get my crop planted.

<b>                        MEEGOSH
</b>          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.

<b>                         MIMS
</b>          Dada, can we get treacle candy?
          Can we, can we?  Please?

<b>                        WILLOW
</b>                     (preoccupied)
          Meegosh, can you watch the chil-
          dren?  I gotta talk to the High
          Aldwin.

<b>                        MEEGOSH
</b>                    (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.

<b>                        WILLOW
</b>          Sir!  I have to talk to you.

<b>                      HIGH ALDWIN
</b>          Not today, Willow.

<b>                        WILLOW
</b>          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.

<b>                      HIGH ALDWIN
</b>          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.

<b>                      BURGLEKUTT
</b>          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.

<b>                       DEATH DOG
</b>          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.

<b>                        MEEGOSH
</b>          What was it looking for?

<b>                      A VILLAGER
</b>          It said "bordak"!  What does it
          mean?

<b>                      COUNCILMAN
</b>                      (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.

<b>                         MIMS
</b>          Mommy?

Suddenly alarmed, Willow races towrd his distant farm,
his children hurrying behind.

<b>                        WILLOW
</b>          Kiaya!  Kiaya!

<b>INT. UFGOOD HOUSE - DAY
</b>
Willow bursts in and finds Kiaya calmly feeding the
baby.  Relieved, he throws his arms around her.

<b>                        WILLOW
</b>          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.

<b>INT. COUNCIL BUILDING - DAY
</b>
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.

<b>                      BURGLEKUTT
</b>          An evil beast from the outer world
          has invaded our peaceful village,
          looking for a baby!

This only adds to the frenzy.

<b>                      A VILLAGER
</b>          It's a sign!  An omen!

<b>                   ANOTHER VILLAGER
</b>          Our crops will die!

<b>                      BURGLEKUTT
</b>          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!

<b>                        MEEGOSH
</b>          Whose baby is it!

<b>                    OTHER VILLAGERS
</b>          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:

<b>                      HIGH ALDWIN
</b>          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.

<b>                      HIGH ALDWIN
</b>          Earlier today you tried to tell me
          something, Willow.

<b>                        WILLOW
</b>                    (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.

<b>                      HIGH ALDWIN
</b>          A daikini child...
                   (his eyes close)
           ...of some importance, I feel...

<b>                      BURGLEKUTT
</b>          That's what the beasts want!  Give
          it back!

The crowd rumbles, many agree.

<b>                        WILLOW
</b>          They'll kill her!  We can't let
          this baby die!

<b>                      BURGLEKUTT
</b>          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:

<b>                      HIGH ALDWIN
</b>           ...importance...yes...this child
          is special...

<b>                      COUNCILMAN
</b>          What should we do?

Instantly, the High Aldwin drops his arms and opens his
eyes.

<b>                      HIGH ALDWIN
</b>          This child must be taken beyond the
          boundaries of our village.  All the
          way to the daikini crossroads.

The room goes silent.

<b>                      A VILLAGER
</b>          Who will do that?

<b>                   SEVERAL VILLAGERS
</b>          Vohnkar!  Vohnkar!

Vohnkar the warrior elbows his way to the front and
pounds his chest once with his fist.

<b>                      HIGH ALDWIN
</b>          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.

<b>                        VOHNKAR
</b>          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.

<b>                      BURGLEKUTT
</b>          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.

<b>                        WILLOW
</b>          I can't do it!  I haven't put my
          crop in!

<b>                     A COUNCILMAN
</b>          You caused this trouble.  You found
          the baby...you get rid of it!

<b>                      BURGLEKUTT
</b>          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.

<b>                      HIGH ALDWIN
</b>          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:

<b>                      HIGH ALDWIN
</b>          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.

<b>                        WILLOW
</b>          Yes.

The High Aldwin bolts straight up, broadcasting:

<b>                      HIGH ALDWIN
</b>          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.

<b>INT. UFGOOD HOUSE - NIGHT
</b>
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.

<b>                         MIMS
</b>          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.

<b>                         MIMS
</b>          Watch out for brownies, Dada.

<b>                        WILLOW
</b>          I will, Mims.  Goodnight.

He smiles and kisses her.  Then crosses over to Ranon's bed.

<b>                         RANON
</b>          Dada, what's a daikini?

<b>                        WILLOW
</b>          Daikinis are giant people who live
          far far away.

<b>                         RANON
</b>          Are you scared?

Willow shrugs.  Ranon sits up in bed.

<b>                         RANON
</b>          I could be you rguard!  I could
          carry your spear!

<b>                        WILLOW
</b>                       (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.

<b>EXT. SACRED HILL - SUNRISE
</b>
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.

<b>                      HIGH ALDWIN
</b>          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.

<b>                        WILLOW
</b>          If I'm not strong enough to be your
          apprentice, how can I do this?

<b>                      HIGH ALDWIN
</b>          You're strong enough.  But you're
          going to need courage, Willow.

<b>                        WILLOW
</b>          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!

<b>                      HIGH ALDWIN
</b>          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.

<b>                      HIGH ALDWIN
</b>          Go in the direction the bird is
          flying.

<b>                        WILLOW
</b>                       (amazed)
          Oh, if I could do that I'd--I'd
          turn Burglekutt into a toad!

<b>                      HIGH ALDWIN
</b>          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.

<b>                         KIAYA
</b>          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.

<b>                        WILLOW
</b>          You cut your hair, Kiaya?

He kisses her.  The adjusts the papoose and heads off
down the hill.  The others wave goodbye sadly.

<b>                         KIAYA
</b>          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.

<b>EXT. WOODS - DAY - MONTAGE
</b>
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.

<b>EXT. ROAD - EVENING
</b>
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.

<b>                      LIEUTENANT
</b>          We've patrolled the hills.  This is
          where they killed the nursemaid.

<b>                        SORSHA
</b>          She must have done something with
          the child.  Widen the search!

One of the Death Dogs is chewing on the Lieutenant's
stirrup.

<b>                      LIEUTENANT
</b>          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.

<b>EXT. ROAD - MORNING
</b>
A harmless rabbit springs across Willow's path.  Willow
trips over a stone and almost falls flat on his face.

<b>                        WILLOW
</b>          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.

<b>EXT. LANDSCAPE - DAY - MONTAGE
</b>
Various VIEWS of Willow and the baby trekking across
vast hills and valleys.

<b>EXT. HILL - DAY
</b>
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.

<b>                        WILLOW
</b>          That's it.  The crossroads...

He stands and heads toward it cautiously.

<b>EXT. CROSSROADS - DAY
</b>
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.

<b>                        WILLOW
</b>          I hate this.

<b>EXT. CROSSROADS - DAY - LATER
</b>
Willow waits uneasily, brushing flies off his face.
The baby fusses and squirms.  He peeks inside her
diaper.

<b>                        WILLOW
</b>          I hate this.

He looks anxiously up and down the road.  The baby's
crying gets worse.  He begins to change her.

<b>EXT. CROSSROADS - SUNSET
</b>
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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          I will--I'll getcha water--getcha
          lotsa water--anything you say--!

Willow grabs the baby and makes a beeline for the
bushes.

<b>                      MADMARTIGAN
</b>          Peck!

He dives headfirst into the weeds.  Madmartigan rattles
his cage.

<b>                      MADMARTIGAN
</b>          You're a weasely little Peck!
          Gimme some water!

Willow peeks at him and shakes his head.

<b>                        WILLOW
</b>          I'm not coming near you!

They stare at each other across the fire.  Then, Mad-
martigan puts on a very phony smile.

<b>                     MADMARTIGAN
</b>          Please?  I'm dyin' of thirst in
          here.

<b>                        WILLOW
</b>          Good.  How long will it take?

Madmartigan drops the smile and spits at the fire.

<b>                      MADMARTIGAN
</b>          Don't make me angry, Peck.

<b>                        WILLOW
</b>          You be careful.  I'm a powerful
          sorcerer.  I could turn you into a
          toad just like that.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          That's more like it.

Madmartigan snatches the cup and guzzles the milk,
retching horribly at the taste.  Then he tosses the cup
back.

<b>                        WILLOW
</b>          Do any other daikinis ever come by
          here?

<b>                      MADMARTIGAN
</b>          Why.

<b>                        WILLOW
</b>          I have to give this baby to some-
          body.

Madmartigan grabs the bars and raises himself up.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          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.

<b>EXT. CROSSROADS - NIGHT- LATER
</b>
By the blazing fire Willow feeds the baby.  WE HEAR
hoofbeats.

<b>                        WILLOW
</b>          Hey!  Somebody's coming!

<b>                      MADMARTIGAN
</b>          Peck!  Quick!  Douse the fire!

Excited, Willow tosses more wood on the fire, picks up
the baby and waits.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          No!!

He rises up in the torchlight.  The Picts taunt him.

<b>                         PICT
</b>          Whose fire!

They jab their torches at Madmartigan.

<b>                      MADMARTIGAN
</b>          No!  Help!  Stop!

<b>                         PICT
</b>          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.

<b>                      MADMARTIGAN
</b>                  (spitting out dirt)
          Thanks for your help, Peck.

<b>                        WILLOW
</b>          Are you okay?

<b>                      MADMARTIGAN
</b>          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!

<b>                        WILLOW
</b>          I don't know.

Madmartigan literally licks his wounds, dragging his
parched tongue along the length of his forearm.  Willow
begins to walk away.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          You a woodcutter?

<b>                        WILLOW
</b>          Farmer.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          That's it--good--good--like that,
          yes, good, good, the chain--that's
          it, come on--come on--!

Willow suddenly steps away.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. CROSSROADS - DAWN
</b>
Madmartigan is making something out of scraps of bark
and cloth.  He smiles sweetly as Willow wakes up.

<b>                      MADMARTIGAN
</b>          Morning, Willow.

Willow turns his back on him and tends to the baby.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          You all right?

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          See if this helps.

Madmartigan wipes the goo all over his arms.

<b>                      MADMARTIGAN
</b>          Aaaaaahhhh.  Better.  Here, I made
          something for the baby.

He holds out a ratlle and shakes it.  Willow accepts
it.

<b>                        WILLOW
</b>          What's inside?

Madmartigan sticks his finger in his mouth and pries it
open as wide as possible.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          Stop!  Wait!

The messenger screams a Willow who jumps aside as he
thunders by.  The two horsemen disappear up the road.

<b>                      MADMARTIGAN
</b>                   (with authority)
          Smells like a battle.

<b>                        WILLOW
</b>          Are you a warrior?

<b>                      MADMARTIGAN
</b>          The greatest swordsman that ever
          lived.

Madmartigan slices the air with an imaginary sword.
Willow shakes his head and goes back to the baby.

<b>EXT. CROSSROADS - DAY
</b>
WE SEE the empty road.  Willow's head pops INTO FRAME.
He grabs the baby.

<b>                        WILLOW
</b>          What's that?  I hear something!

<b>                      MADMARTIGAN
</b>          You hear trouble.

<b>                        WILLOW
</b>          What is it?

The horizon rumbles.  Madmartigan cups his ear.  Cyni-
cally:

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          Sir?  Sir!

<b>                        OFFICER
</b>          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.

<b>                         AIRK
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                         AIRK
</b>          We're going into battle, little
          one.  Find a woman to take care of
          it.

<b>                      MADMARTIGAN
</b>          He thought you were a woman, Airk!

Airk snaps hes head around and his eyes flash.

<b>                         AIRK
</b>          Madmartigan!  What did you do this
          time?

<b>                      MADMARTIGAN
</b>          Nothing you wouldn't have done it my
          place!

Airk's horse prances menacingly around Madmartigan's
cage.

<b>                         AIRK
</b>          I always knew you'd end up in a
          crow's cage.

<b>                      MADMARTIGAN
</b>          Least I'm not down there herding
          sheep!

Airk laughs sourly and rocks the cage.

<b>                         AIRK
</b>          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.

<b>                      MADMARTIGAN
</b>          Airk!  Come on, Airk.  Lemme outa
          here.

<b>                         AIRK
</b>                  (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!

<b>                      MADMARTIGAN
</b>          Gimme a sword, Airk.  I'll win your
          war for you.

Airk quickly drops the banter and glares at Madmartigan seri-
ously.

<b>                         AIRK
</b>          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.

<b>                      MADMARTIGAN
</b>          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!

<b>                        WILLOW
</b>          Friend of yours?

Madmartigan snarls down at Willow as the army continues
to march by.  But then he quickly gets cute again.

<b>                      MADMARTIGAN
</b>          Hello, little baby...

<b>EXT. CROSSROADS - DAY - LATER
</b>
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.

<b>                      MADMARTIGAN
</b>          Whatcha thinkin' about, Willow?

<b>                        WILLOW
</b>          I hate this.

Madmartigan squeezes his face between the bars of his
cage.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          You don't know anything about ba-
          bies.

Madmartigan kneels and straightens up and points up his
finger astutely.

<b>                      MADMARTIGAN
</b>          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:

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          You gotta promise to feed her.

<b>                      MADMARTIGAN
</b>          I will.

<b>                        WILLOW
</b>          Fresh goat's milk.

<b>                      MADMARTIGAN
</b>          Absolutely!

Willow draws his dagger and begins to hack at the
chain.

<b>                        WILLOW
</b>          And give her a bath everyday, and
          don't let her get cold.  And keep
          her diaper changed.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          Don't worry, Willow.  She's in good
          hands.  You haven't made a mistake.

Willow takes the baby and kisses her.

<b>                        WILLOW
</b>          Bye.

He puts her in the papoose.

<b>                        WILLOW
</b>                   (to Madmartigan)
          Please take good care of her.

Madmartigan stands up.  He towers above Willow.  He
pats Willow on the head.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. ROAD - DAY
</b>
Swinging his arms and whistling a tune, Willow struts
proudly up a gentle hill.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>EXT. THROUGH THE FOREST - DAY
</b>
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.

<b>                        WILLOW
</b>          Oh no, it's a trap!

He hurries back to the fork and takes the safer route--

<b>                        WILLOW
</b>          Oh noooooo!!

--and gets swallowed by a deadly pit.

<b>INT. ELFIN THRONE ROOM - UNDERGROUND
</b>
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.

<b>                        WILLOW
</b>                      (focusing)
          Where am I?  Where's the baby?

FRANJEAN, the Elfin king, struts forward arrogantly.
He speaks a haughty, nasal accent resembling French:

<b>                       FRANJEAN
</b>          I am Franjean, king of the world.

Willow struggles against the ropes that bind him.

<b>                        WILLOW
</b>          That baby's my responsibility!

Outraged, Franjean smacks Willow's nose with the
back of his hand.

<b>                       FRANJEAN
</b>          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.

<b>                        WILLOW
</b>          Yeow!
                (he loses consciousness)
          Madmartigan...I never should've
          trusted you...

<b>FADE TO BLACK
</b>
<b>INT. ELFIN THRONE ROOM - DAWN
</b>
Willow's eyes open.  A wild little face is looking at
him.  A wild little person is standing on his chest.

<b>                         TEEMO
</b>          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.

<b>                        WILLOW
</b>          Who are you?

<b>                         ROOL
</b>          Quiet, you fool!

<b>                         TEEMO
</b>                       (formal)
          We are emissaries of her majesty,
          Queen Cherlindrea, of the land of
          Coshairm.

<b>                        WILLOW
</b>          Queen Cherlindrea?

<b>                         TEEMO
</b>          She requests the presence of your-
          self and the young princess.

<b>                        WILLOW
</b>          Who??

<b>                         TEEMO
</b>          You're the guardian, aren't you?

<b>                         ROOL
</b>          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.

<b>INT. ELFIN HALLWAY - UNDERGROUND
</b>
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
<b>ELVES.
</b>
<b>                         TEEMO
</b>          Elves!  They're always tormenting
          babies.  They make them cry and
          take their tears.

<b>                         ROOL
</b>          Somebody has to do it.

<b>                        WILLOW
</b>          Why??

<b>                         ROOL
</b>          How else they gonna make dew drops?

The baby shrieks.

<b>                        WILLOW
</b>          I'm getting her out of there!

<b>                         TEEMO
</b>          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.

<b>INT. ELFIN TEAR FACTORY
</b>
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.

<b>                         TEEMO
</b>          Watch this.  Right between the
          eyes.

<b>                         ROOL
</b>                    (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.

<b>                         TEEMO
</b>          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.

<b>EXT. ELF HOLE - DAY
</b>
The brownies scamper out of a hole in the ground where
the elves keep their vultures corralled.

<b>                      ROOL/TEEMO
</b>          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.

<b>EXT. FOREST - CHASE - DAY
</b>
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.

<b>EXT. DEEP GORGE - DAY
</b>
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.

<b>                        WILLOW
</b>          I can't go out there with the baby!

<b>                      ROOL/TEEMO
</b>                  (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.

<b>                        WILLOW
</b>          Ohhh, I hate this.

<b>                         TEEMO
</b>          Take your time.  Don't worry about
          the elves.  They won't come out
          here.

<b>                        WILLOW
</b>          Why not?

<b>                         ROOL
</b>          Because of the trolls.

<b>                        WILLOW
</b>          Trolls?

The brownies console Willow with unworried laughter.

<b>                         TEEMO
</b>          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.

<b>                        WILLOW
</b>          This is not going well.

<b>                         TEEMO
</b>          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.

<b>EXT. MAJESTIC FOREST - SUNSET
</b>
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.

<b>EXT. FAIRY KINGDOM - NIGHT
</b>
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.

<b>                         TEEMO
</b>          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.

<b>                         ROOL
</b>          Stand up!  It's the queen!

CHERLINDREA, the Fairy Queen, materializes out of frag-
ments of moving light, diaphanous, sylph-like, beauti-
ful.

<b>                      CHERLINDREA
</b>          Willow Ufgood.

<b>                        WILLOW
</b>                       (blinded)
          Yes...?

<b>                      CHERLINDREA
</b>          I hope you are comfortable here,
          inside my kingdom...

Willow says nothing, still batling the bright light.

<b>                         TEEMO
</b>          Talk!  Say something!

<b>                        WILLOW
</b>          I can't see anything--she's too
          bright!

<b>                      CHERLINDREA
</b>          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.

<b>                      CHERLINDREA
</b>          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.

<b>                      CHERLINDREA
</b>          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.

<b>                        WILLOW
</b>          You mean, you know who this baby
          belongs to?

<b>                      CHERLINDREA
</b>          She belongs to all of us.  She is
          the future queen and ruler of all
          kingdoms on earth.

Willow starts to get up.

<b>                        WILLOW
</b>          What a relief.  Now I can go home.

The queen fragments and reappears right in front of
Willow.

<b>                      CHERLINDREA
</b>          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.

<b>                        WILLOW
</b>          Me?

The Fairy Queen flashes and vanishes.  Willow lowers
himself back down again.  She reappears behind him.

<b>                      CHERLINDREA
</b>          You are the guardian, Willow.  You
          must take her to Tir Asleen.

<b>                        WILLOW
</b>          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.

<b>                      CHERLINDREA
</b>          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.

<b>                        WILLOW
</b>          Where is Tir Asleen?  How far is
          it?

She reappears again.

<b>                      CHERLINDREA
</b>          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.

<b>                        WILLOW
</b>          You need a warrior for this job.
          I'm nobody.

<b>                      CHERLINDREA
</b>          You are very important, Willow.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>                     (continuing)
          Why can't you do it?  You have mag-
          ical powers.

<b>                      CHERLINDREA
</b>          My prsence cannot extend beyond
          this forest.  But I can give you
          these...

Cherlindrea drops three small objects in Willow's hand.

<b>                      CHERLINDREA
</b>          They will protect you.  Use them
          wisely.

Willow looks at them for quite a while.

<b>                        WILLOW
</b>          They look like acorns.

<b>                      CHERLINDREA
</b>          Anything you hurl them at will turn
          to stone.

Willow looks closely at the acorns, then up at the
queen.

<b>                        WILLOW
</b>          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.

<b>                      CHERLINDREA
</b>                       (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.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          Hello...?

The queen's voice echoes the forest.

<b>                      CHERLINDREA
</b>          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.

<b>                      CHERLINDREA
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          But I only have one shoe.

<b>EXT. WOODED HILL - DAY
</b>
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.

<b>                        WILLOW
</b>          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.

<b>                         TEEMO
</b>          Hey, careful there!

<b>                        WILLOW
</b>          How do these work I wonder?  I got-
          ta save one to show the High
          Aldwin.

<b>                         ROOL
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                       HORSEMEN
</b>          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.

<b>                        WILLOW
</b>          Let's get out of here.  Shhh, don't
          cry, Elora.  Things can't get any
          worse than this...

<b>EXT. ROADSIDE TAVERN - DAY
</b>
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.

<b>                         TEEMO
</b>          I'm not going in there.

<b>                         ROOL
</b>          Me neither!

<b>                        WILLOW
</b>          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.

<b>INT. TAVERN - MAIN ROOM - DAY
</b>
The place is packed with tattooed PICTS, nomadic FAMI-
LIES, MOTHERS wit BABIES, THIEVES and CUTTHROATS.
Willow enters with the crying baby.

<b>                        WILLOW
</b>          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.

<b>                        BARMAID
</b>          Get outa here, Peck!

<b>                        PATRONS
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                     TEEMO'S VOICE
</b>          Willow?

Willow slaps his pocket.  Then stretches his arm out
very, very slowly.  And gets the pail and zips back
under the stairs.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          Woah!

The plank gives way and Willow falls through the wall.

<b>INT. TAVERN - DAY
</b>
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.

<b>                         WENCH
</b>          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.

<b>                   THE OTHER WOMAN
</b>                  (in a gruff voice)
          How do I look?

It's Madmartigan!  Willow pops up like a jack-in-the-
box.

<b>                        WILLOW
</b>          You!!

<b>                      MADMARTIGAN
</b>          Where the hell did you come from?

Willow strides toward Madmartigan, holding the baby
like a machine gun.

<b>                        WILLOW
</b>          I trusted you...

The brownies peek out.

<b>                         ROOL
</b>          Who's he?

<b>                      MADMARTIGAN
</b>          You're crawling with rodents.

The bedroom door explodes open.  In storms a big, mean,
half-drunk raging lug named LLUG.

<b>                         LLUG
</b>          Where is he!!

Madmartigan wraps a muffler around his throat.  The
wench innocently curtsies.

<b>                         WENCH
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          Hey!  Give me that baby!

<b>                      MADMARTIGAN
</b>                     (high voice)
          These Pecks make terrible nurse-
          maids.

<b>                        WILLOW
</b>          Nursemaid?!

Willow angrily jumps up and down, swiping at the baby.

<b>                      MADMARTIGAN
</b>                     (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.

<b>                         LLUG
</b>          Wanna breeeeeeed?


Madmartigan protects himself by holding the baby up in
front of his face.  Then he smells the baby.  He winces
and groans.

<b>                        WILLOW
</b>                   (mischievously)
          Time to change her diaper.

<b>                      MADMARTIGAN
</b>          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.

<b>INT. TAVERN - HALLWAY - DAY
</b>
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.

<b>                        SORSHA
</b>          You!  Are you the mother of that
          child?

<b>                      MADMARTIGAN
</b>          No.
           (looks at Llug; in a high voice)
          I mean yes.

Sorsha strides over to Madmartigan, her sword drawn.

<b>                        SORSHA
</b>          Let me see it.

Madmartigan looks at Willow then back at Sorsha.

<b>                      MADMARTIGAN
</b>                     (high voice)
          I can't.

<b>                        SORSHA
</b>          Let me see it.

<b>                        WILLOW
</b>          No!  You can't!

Madmartigan looks at Willow then back at Sorsha.

<b>                      MADMARTIGAN
</b>                     (high voice)
          I can't.

<b>                        SORSHA
</b>          Why not?

<b>                      MADMARTIGAN
</b>                      (to Willow)
          Why not?

<b>                        WILLOW
</b>          Because she's sick.

<b>                      MADMARTIGAN
</b>                      (to Sorsha)
          Because she's sick.

<b>                        SORSHA
</b>          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.

<b>                      MADMARTIGAN
</b>                     (high voice)
          Gawd...you're...beautiful...

<b>                        SORSHA
</b>          You're not a woman.

Sorsha comes right up to Madmartigan, squinting into
his eyes.  The she rips away his kerchief and muffler.

<b>                         LLUG
</b>          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.

<b>                        SORSHA
</b>          After them!!

She grabs her sword and waves it at her soldiers who
clatter toward the stairs, flinging people out of their
way.

<b>EXT. ROADSIDE TAVERN - DAY
</b>
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.

<b>                        WILLOW
</b>          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.

<b>EXT. ROAD - CHASE - DAY
</b>
As Madmartigan lashes the horse, Willow crawls up to
hum and takes the baby.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                         DEATH
</b>          Bordak!!

The dog snaps at the baby.  Willow scurries under the
wagon seat.  The dog stands up on its hind feet.

<b>                         DEATH
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          That girl is a vision.

As soon as the troops are gone, Willow jumps up.

<b>                        WILLOW
</b>          Where's the baby??

<b>                      MADMARTIGAN
</b>          I thought you had her!

<b>                      ROOL/TEEMO
</b>          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.

<b>                      MADMARTIGAN
</b>          Now Willow, I know you're gonna
          blame me for this but it wasn't my
          fault...!

<b>                        WILLOW
</b>          Elora Danan!

Willow sees the battered, lifeless papoose.  He grabs
it and rips it open.  Madmartigan kneels in the dirt
remorsefully.

<b>                      MADMARTIGAN
</b>          When I left the crossroads, I got
          ambushed by an elf!

<b>                        WILLOW
</b>          Madmartigan!  You saved her life!

<b>                      MADMARTIGAN
</b>          I did?

Willow holds up the baby.  She giggles and smiles.
Madmartigan switches gears, boasting:

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          Let's get out of here before they
          come back.

They hurry off into the darkening woods.

<b>EXT. WOODS - NIGHT
</b>
A campfire blazes.  Willow tends the baby while the
brownies point up at the stars.

<b>                         TEEMO
</b>          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.

<b>                         ROOL
</b>          Watch it!  You're gonna set us on 
          fire.

<b>                      MADMARTIGAN
</b>          Not a bad idea.

Madmartigan terrorizes them with a flaming stick.  Then
he squats beside Willow and the baby.

<b>                      MADMARTIGAN
</b>          So you're on your way to Tir
          Asleen, huh?  I hate to tell you
          this, Willow, but Tir Asleen dosn't
          exist.

<b>                        WILLOW
</b>          Yes it does.  The Fairy Queen told
          me.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          Madmartigan, I need your help.

<b>                      MADMARTIGAN
</b>          My help?  A great magician like
          you?  You don't need any help.

Willow stares at him angrily.

<b>                        WILLOW
</b>          But you're a great swordsman!

He jumps and starts pacing around the fire.  Rool and
Teemo dive for cover.

<b>                        WILLOW
</b>                      (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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          What's with you, Peck?

Willow lets it all pour out.  He begins to cry.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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!

<b>                        WILLOW
</b>          You?

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          I'll never fall in love again...

<b>EXT. WOODS - MORNING
</b>
Willow wakes up and looks around.  The baby is gone.
He panics.  He scrambles a short distance through
some bushes.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                         ROOL
</b>          That's it!  The sorceress lives
          there!

In the middle of the lake is an island with a single
tree.

<b>                         TEEMO
</b>          Are you sure?

<b>                         ROOL
</b>                       (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.

<b>                         TEEMO
</b>          That tree dosn't look like gold to
          me.

<b>                      MADMARTIGAN
</b>          Gold!!

Madmartigan rubs his chin with sudden interest.

<b>                         TEEMO
</b>          Its branches are supposed to be
          made of gold, solid gold.

<b>                        WILLOW
</b>          How are we going to get out there?

Madmartigan is suddenly pacing and thinking.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. DESERTED FISHING VILLAGE - DAY
</b>
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.

<b>                      MADMARTIGAN
</b>          Give me a hand here, Peck!

Willow hoists the baby into the papoose and helps Mad-
martigan.

<b>                          BOY
</b>          What are you doing?

They turn around.  A golden-haired BOY is standing
waist-deep in th elake.  Madmartigan is instantly wary
of him.

<b>                      MADMARTIGAN
</b>          It's nothing to do with you.

But the boy looks innocent and harmless, and Willow ap-
proaches him.

<b>                        WILLOW
</b>          We need to get out to that island.

<b>                          BOY
</b>          The island is cursed.

Madmartigan scoffs at this nonsense, grunting and push-
ing the boat into the water.

<b>                        WILLOW
</b>          We've traveled a long way.  We're
          looking for Fin Raziel.

<b>                         TEEMO
</b>          The sorceress.

<b>                          BOY
</b>          She's there.  But you can't go
          there.  The island is cursed.

<b>                      MADMARTIGAN
</b>                     (no patience)
          Yeah?  Who cursed it?

<b>                          BOY
</b>          Queen Bavmorda.  Her powers govern
          the elements.

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          What would the Fairy Queen say?

<b>                         ROOL
</b>          She's not here.

<b>                         TEEMO
</b>                       (to Rool)
          Obviously.

<b>                        WILLOW
</b>          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.

<b>EXT. LAKE - DAY
</b>
They row across the placid lake toward the island.

<b>EXT. ISLAND - DAY
</b>
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.

<b>                        WILLOW
</b>          Raziel?  Hello?  Fin Raziel?

Madmartigan greedily reaches up to touch a branch.

<b>                        RAZIEL
</b>          Get away!  Get away!

A littel animal scurries down the tree and hisses vi-
ciously at Madmartigan, chattering its teeth.

<b>                        RAZIEL
</b>          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.

<b>                        RAZIEL
</b>          Who are you!  Who are you!

<b>                        WILLOW
</b>          I'm Willow Ufgood.  I'm here to
          find Fin Raziel.

She springs right onto Willow's chest.

<b>                        RAZIEL
</b>          That's me!  Raziel!  Raziel!

Willow looks down at the browines questioninghly.

<b>                        WILLOW
</b>          This can't be right.  This isn't a
          sorceress.  This is some kind of
          animal.

<b>                         TEEMO
</b>          Queen Bavmorda transformed her.

<b>                        RAZIEL
</b>          What do you want!

<b>                        WILLOW
</b>          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.

<b>                        RAZIEL
</b>          Elora Danan!

Madmartigan snaps a branch off the tree.  A flock of
birds suddenly screech and fly away.  His eyes bulge.

<b>                      MADMARTIGAN
</b>          Rool!  Teemo!  You were right!
          This whole tree is made of gold!!

He strips away the bark, revealing a vein of gold.

<b>                        RAZIEL
</b>          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.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Madmartigan!

Madmartigan is greedily breaking branches off the tree.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. LAKE - DAY
</b>
Willow clutches the baby as the raging storm pitches
the boat.

<b>                        WILLOW
</b>          Help, Madmartigan!  The oar!

Madmartigan hangs onto his gold, but pices of it drop
and topple overboard.

<b>                      MADMARTIGAN
</b>          My gold!

Suddenly a hand appears on the stern.  The water boy
climbs in.

<b>                        RAZIEL
</b>          Kill him!

<b>                        WILLOW
</b>          No!

<b>                        RAZIEL
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. LAKESHORE - DAY
</b>
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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        RAZIEL
</b>          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.

<b>                        SORSHA
</b>          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.

<b>                        SORSHA
</b>          This is what we're looking for.  It
          bears the markings.

Willow panics.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          So.  Couldn't live without me, huh?

Sorsha looks up and down at his naked body.

<b>                        SORSHA
</b>          Lose your skirt?  How embarassing.

Madmartigan looks down and adjusts his loincloth.

<b>                      MADMARTIGAN
</b>          Still got what counts.

A pause as he smiles at her.

<b>                        SORSHA
</b>          Not for long.

She raises her fist and zap:  Madmartigan is instantly
surrounded by spears and swords.

<b>                        SORSHA
</b>          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.

<b>                         TEEMO
</b>          We gotta follow them.

<b>                         ROOL
</b>          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.

<b>                         TEEMO
</b>          Get back here, Rool!

<b>                         ROOL
</b>          Ouch!  Let go of me!

Rool throws a punch, and the brownies somersault into
the bushes fighting each other.

<b>EXT. ROAD - DAY
</b>
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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          Willow, why don't you use your mag-
          ic to get us out of here?

<b>                        RAZIEL
</b>          He's no magician.

<b>                      MADMARTIGAN
</b>          He turned that monster into stone!

Raziel peers sternly at Willow, who is eye-level with
her cage.

<b>                        RAZIEL
</b>          Did *you* give that acorn its power?

<b>                        WILLOW
</b>          No.

<b>                        RAZIEL
</b>          A magician *makes* magic.  Any fool
          can use it.

Madmartigan shakes his head at her.

<b>                      MADMARTIGAN
</b>          Then you get us out of here.

<b>                        RAZIEL
</b>          I will!  But I need help!

<b>                        WILLOW
</b>          I'll help you...!

<b>                      MADMARTIGAN
</b>          I won't.

<b>                        RAZIEL
</b>          You must learn magic.

<b>                        WILLOW
</b>          That's all I ever wanted!

<b>                        RAZIEL
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        SORSHA
</b>          Wolff wants to boil you in oil.

She nods toward her Lieutenant, who snarls viciously.

<b>                        SORSHA
</b>          Don't tempt me.

She turns away.  The baby squirms and cries.

<b>                        WILLOW
</b>          If you rest the baby on your
          shoulder, she'll stop crying.

<b>                        SORSHA
</b>          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.

<b>                      MADMARTIGAN
</b>          Mmmm, I love the smell of a woman.

<b>                        SORSHA
</b>                    (angry threat)
          My step-father's going to tear you
          apart.

Madmartigan pounds his chest and taunts her:

<b>                      MADMARTIGAN
</b>          I'm torn apart already.  I mean it!
          Under all that armor is a 
          beautiful--

CRACK!  Sorsha whips her horse and gallops ahead.

<b>                      MADMARTIGAN
</b>          Who is that girl, anyway?

<b>                        RAZIEL
</b>          Sorsha, Queen Bavmorda's daughter.

Madmartigan snaps his finger and discourages himself.

<b>                      MADMARTIGAN
</b>          Forget that one, Madmartigan.

Raziel leaps against the bars of her cage, chatters her
teeth and whispers to Willow.

<b>                        RAZIEL
</b>          Willow.  To learn magic, first you 
          must make your own philosopher's
          stone!

<b>                        WILLOW
</b>          What do I need for that?

<b>                        RAZIEL
</b>          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.

<b>                      MADMARTIGAN
</b>          Now that's a woman...!

<b>EXT. NOCKMAAR CAMPSITE - NIGHT
</b>
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.

<b>                        RAZIEL
</b>          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.

<b>                      MADMARTIGAN
</b>          You got that one covered.

Willow hears the baby crying in a distant tent.

<b>                        WILLOW
</b>          I hope she's all right.  How much
          more do I have to do of this?

<b>                        RAZIEL
</b>          Till it's in a powder.  The energy
          exits within you...

<b>                        WILLOW
</b>                      (reciting)
          I know, and the magician's goal is
          to find his true self.  But what's
          this got to do with it?

<b>                        RAZIEL
</b>          As below, so above.  You hold the
          univers, Willow, in your hand.

Madmartigan clasps his forhead.

<b>                      MADMARTIGAN
</b>          I'm beginning to think you two
          *deserve* to be locked up.

<b>                        WILLOW
</b>          The universe is a living creature,
          like you and me, Madmartigan.

Madmartigan cynically gazes at the sky, gesturing wide-
ly.

<b>                      MADMARTIGAN
</b>          We're a tiny version of all that?

<b>                        RAZIEL
</b>          As above, so below.

Madmartigan rolls his eyes.  Willow jumps to his feet
and shows Raziel the substance.

<b>                        WILLOW
</b>          I'm all finished.  Now what?

<b>                        RAZIEL
</b>          Burn it to a fine ash.

Willow looks around.  Heavily armed Nockmaar minions
rip chunks of meat around a campfire.

<b>                        WILLOW
</b>          How am I gonna do that?

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          What's going on?

Madmartigan sturggles against his chains.  Angry and
worried:

<b>                      MADMARTIGAN
</b>          Hurt him and you'll answer to me!

<b>INT. SORSHA'S TENT - NIGHT
</b>
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.

<b>                        SORSHA
</b>          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.

<b>                        WILLOW
</b>          She needs to be changed.

<b>                        SORSHA
</b>          I changed her already!

Willow politely shrugs.

<b>                        WILLOW
</b>          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.

<b>                        SORSHA
</b>          Who is that horrible friend of
          yours?

<b>                        WILLOW
</b>                  (watching the fire)
          Madmartigan.

<b>                        SORSHA
</b>          Who is he?

<b>                        WILLOW
</b>          I don't know much about him.

Sorsha fiddles with her long red hair.  Willow creeps
toward the fire.

<b>                        SORSHA
</b>          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.

<b>                        WILLOW
</b>          Uh, yes.  It's very nice hair.

He suddenly strides over to Sorsha.

<b>                        WILLOW
</b>          She's hungry.

<b>                        SORSHA
</b>          I know she's hungry.  I tried to
          feed her but she wouldn't eat a
          thing.  I'm not a wet nurse.

<b>                        WILLOW
</b>          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.

<b>                        SORSHA
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          She's a good baby.

Sorsha looks down at the baby.

<b>EXT. NOCKMAAR CAMPSITE - MORNING
</b>
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:

<b>                        WILLOW
</b>          I did it!  I got the ashes!

When the soldiers leave, he digs out the pouch and
proudly shows it to Raziel.

<b>                        RAZIEL
</b>          Good!  The first step is complete.

Chained behind the wagon, Madmartigan reaches forward
and pokes Willow with his finger?

<b>                      MADMARTIGAN
</b>          Did she ask about me?

<b>                        WILLOW
</b>          Who?

<b>                      MADMARTIGAN
</b>          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.

<b>                        WILLOW
</b>          She said lots of thing.s

<b>                      MADMARTIGAN
</b>          Willow!

Willow grins.  At last:

<b>                        WILLOW
</b>          She asked about you, Madmartigan.

<b>                      MADMARTIGAN
</b>          Well what did she say?

Suddenly Sorsha gallops by on horseback, holding the
baby.  She flings a wad of clothes at Madmartigan.

<b>                        SORSHA
</b>          Here.  You're going to need these
          where we're going.

She rides off.  Madmartigan looks down at the clothes.
The looks at Willow.

<b>                      MADMARTIGAN
</b>          She's in love.

<b>                        WILLOW
</b>          You're crazy.  I think you're in
          love.

<b>EXT. SNOW MOUNTAIN - DAY
</b>
The Nockmaar caravan climbs into snow-covered moun-
tains.  In the wagon, Raziel is grilling Willow.  He
concentrates hard, cramming, memorizing, straining.

<b>                        RAZIEL
</b>          We don't have much time left!  Go
          on!  Go on!

<b>                        WILLOW
</b>          I must concetrate my
          imagination...to creat a
          new...reality!

<b>                        RAZIEL
</b>          What's the magician's weapon?

<b>                        WILLOW
</b>          The limitless power of...

Raziel flips around in spasms of impatience.

<b>                        RAZIEL
</b>          Your will!  Your will!  What else
          could it be?

<b>                        WILLOW
</b>                     (frustrated)
          I can't remember all these things.
          What am I learning?

<b>                        RAZIEL
</b>          The art of transformation!


<b>                        WILLOW
</b>                     (exasperated)
          But what am I gonna transform??

<b>                        RAZIEL
</b>          Me!

Willow and Madmartigan stare at Raziel.

<b>                        WILLOW
</b>          You?

<b>                     MADMARTIGAN
</b>          What are you gonna become, Raziel?
          Queen of the rodents?

Sorsha rides up to the wagon.

<b>                        SORSHA
</b>          The baby's cold.  Take her.

She dismounts.  With care, keeping the baby bundled,
she hands the baby to Willow.  Madmartigan watches and
listens.

<b>                        RAZIEL
</b>          You remind me of your father, Sor-
          sha.

<b>                        SORSHA
</b>          My father was a weakling.

<b>                        RAZIEL
</b>          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.

<b>                        SORSHA
</b>          My mother calls that weakness.

<b>                      MADMARTIGAN
</b>          What do *you* call it?

Sorsha turns and glares at Madmartigan.

<b>                        SORSHA
</b>          I do what I'm told.

<b>                      MADMARTIGAN
</b>          Too bad you're not more like
          your father.

She looks at him a moment, then abruptly mounts her
horse and rides ahead.

<b>EXT. ROAD TOWARD SNOW CAMP - LATE AFTERNOON
</b>
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.

<b>                        SORSHA
</b>          Be careful.

<b>                         KAEL
</b>          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.

<b>                      MADMARTIGAN
</b>          We gotta get the baby out of here.

Raziel dashes around her cage.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          I'll do it, Raziel...

<b>EXT. SNOW CAMP - NIGHT
</b>
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.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Oooh, this smells terrible.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Ouch!!

<b>                        RAZIEL
</b>          Shhhhh!

They look out nervously at patrolling Nockmaar sol-
diers.  Willow sucks the back of his hand.

<b>                        WILLOW
</b>          What'd you bit me for!!

<b>                        RAZIEL
</b>          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.

<b>                        RAZIEL
</b>          The components of the stone are
          fusing...

Willow's eyes widen with anticipation.

<b>EXT. SNOW CAMP - NIGHT - LATER
</b>
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.

<b>                        RAZIEL
</b>          Again:  what is the magician's
          weapon?

<b>                        WILLOW
</b>          His will.

<b>                        RAZIEL
</b>          Now use it.

Willow presses the philopher's stone against the
chainlock.  He sheepishly looks over his hsoulder at
Raziel.

<b>                        WILLOW
</b>          I just wanted to test it first.

<b>                        RAZIEL
</b>          No!  Change me back into a sor-
          ceress, Willow.

Willow goes to Raziel and concentrates with physical
and mental intensity.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          Not bad, Peck.  I'm impressed.  You
          busted the lock.

Wilow clutches Madmartigan's arm.  He holds up the
stone.

<b>                        WILLOW
</b>          Madmartigan.  Let's go.  Let's get
          Eloran Danan.

With coldness in his eyes, madmartigan stares across
the camp at Sorsha's tent.

<b>                      MADMARTIGAN
</b>          Let's get Elora Danan.

They sneak away.

<b>                        RAZIEL
</b>          Wait!  What about me!

Raziel flaps her wings and flies up into the dark sky.

<b>EXT. THROUGH THE CAMP - DAWN
</b>
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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        RAZIEL
</b>          I'm supposed to be a beautiful wo=
          man.

Willow shrugs apologetically.

<b>INT. SORSHA'S TENT - DAWN
</b>
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.

<b>                        WILLOW
</b>                      (whispers)
          Come on, Madmartigan...!

Madmartigan stares over at Sorsha.  Lured by her beau-
ty, he slowly walks toward her bed.

<b>                        WILLOW
</b>          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:

<b>                      MADMARTIGAN
</b>          I love you.

He kisses her lips.  Her eyes open.

<b>                        SORSHA
</b>          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.

<b>                        SORSHA
</b>          You're a fool.  Now put her back.

<b>                      MADMARTIGAN
</b>          I'm not going to let this baby die.

Sorsha presses the knife.

<b>                        SORSHA
</b>          Don't make me kill you.

Willow watches as Madmartigna carefully backs away from
Sorsha.

<b>                      MADMARTIGAN
</b>          I believe you would...

Sitting up, Sorsha waves her knife.  Madmartigan places
the baby in the straw crib.

<b>                        SORSHA
</b>          Why did you say that?

<b>                      MADMARTIGAN
</b>          Say what?

<b>                        SORSHA
</b>          I love you.

Madmartigan walks back to Sorsha' bed.  Willow crawls
into the tent, behind Madmartigan's back.

<b>                      MADMARTIGAN
</b>          Because it's true.

<b>                        SORSHA
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                       MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        SORSHA
</b>          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.

<b>                         KAEL
</b>          What's going on here!!

Sorsha sees the baby, sees the empty crib, and smashes
Madmartigan hard across the face.

<b>                        SORSHA
</b>          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.

<b>EXT. SNOW CAMP - MORNING
</b>
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.

<b>                      MADMARTIGAN
</b>          Whoops!

He slips on the ice and catches himself.  Nearby a
shield skids off along the snow.

<b>                      MADMARTIGAN
</b>          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.

<b>                         KAEL
</b>          Bowmen!  Horses!  After them!

Madmartigan runs toward the shield.  Archers draw their
bows.  Madmartigan turns and sees Sorsha beside Kael.

<b>                      MADMARTIGAN
</b>          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.

<b>                         KAEL
</b>          Kill them!!

Kael waves his sward and a crack squad of Nockmaar
HORSEMEN gallop down the mountain after the sled-
shield.

<b>EXT. DOWN THE SNOWY MOUNTAIN - DAY
</b>
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!

<b>                        WILLOW
</b>          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.

<b>INT. ICE TUNNEL - DAY
</b>
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.

<b>EXT. MOUNTAINSIDE - DAY
</b>
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!

<b>EXT. VILLAGE - DAY
</b>
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.

<b>                      MADMARTIGAN
</b>          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.

<b>                       VILLAGER
</b>          King Kael!

<b>                   ANOTHER VILLAGER
</b>          Nockmaar troops!

<b>                      MADMARTIGAN
</b>                    (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.

<b>INT. HOUSE CELLAR - DAY
</b>
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.

<b>                         AIRK
</b>          Madmartigan.  Settled down with a
          family huh?

Madmartigan knocks Airk's hand away.

<b>                      MADMARTIGAN
</b>          You left me to die, friend.

<b>                         AIRK
</b>          You managed alright.

<b>                      MADMARTIGAN
</b>          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.

<b>                        OFFICER
</b>          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.

<b>EXT. VILLAGE - DAY
</b>
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.

<b>                         KAEL
</b>          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.

<b>INT. HOUSE CELLAR - DAY
</b>
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:

<b>                        OFFICER
</b>          Kill her.

Madmartigam shakes his head.

<b>                      MADMARTIGAN
</b>          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.

<b>INT. HOUSE - UPSTAIRS - DAY
</b>
Sorsha comes up and begins to leave with the other two
soldiers.

<b>INT. CELLAR
</b>
In Willow's arms, the baby lets out a cry.

<b>INT. HOUSE - UPSTAIRS
</b>
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.

<b>INT. CELLAR
</b>
Everyone sighs with relief.

<b>EXT. VILLAGE - DAY
</b>
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.

<b>INT. HOUSE - UPSTAIRS - DAY
</b>
Madmartigan and Willow come upstairs with Airk and his
men.

<b>                         AIRK
</b>          It's you they're after, Madmarti-
          gan.  What did you do this time?

<b>                      MADMARTIGAN
</b>          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.

<b>                         AIRK
</b>          Who is this baby?

Willow steps forward, both protective and proud.

<b>                        WILLOW
</b>          The princess, Elora Danan.

They all know of her.  They all sigh with respeck and
awe, and they bow.

<b>                        PEOPLE
</b>          The prophecy has come true.

<b>                         AIRK
</b>          Give her to us.  We'll protect her.

Raziel screeches from a ceiling beam.

<b>                        RAZIEL
</b>          Not safe!  Not safe!

Willow looks up at Raziel hopefully.

<b>                        WILLOW
</b>          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.

<b>                         AIRK
</b>          Tir Asleen is a myth.  It doesn't
          exist.

<b>                        RAZIEL
</b>          It does!  It does!  I will show
          you!

Airk impatiently waves the bird away and shoves Madmar-
tigan in the chest.

<b>                         AIRK
</b>          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?

<b>                      MADMARTIGAN
</b>                     (challenging)
          Then come with us.

Airk angrily stabs his finger at the floor.

<b>                         AIRK
</b>          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.

<b>                         AIRK
</b>          You're chasing a dream.

<b>                      MADMARTIGAN
</b>          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.

<b>EXT. MOUNTAINSIDE - VILLAGE OUTSKIRTS - DAY
</b>
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

<b>                     MADMARTIGAN
</b>          Once again, Airk, we say goodbye.

Sadly and cynically, Airk laughs.

<b>                         AIRK
</b>          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.

<b>EXT. MOUNTAIN - DAY
</b>
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.

<b>                        RAZIEL
</b>          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.

<b>EXT. CAVE OF THE EBORSISK - DAY
</b>
Their horses rear up as they approach the mouth of the
cave.  Raziel waits for them, circling and cawing.

<b>                        RAZIEL
</b>          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.

<b>INT. CAVE OF THE EBORSISK - DAY
</b>
Daylight is soon replaced by the orange glow of molten
lava.

<b>                        WILLOW
</b>          Madmartigan!  I can't stand being
          in closed-in places.

<b>                      MADMARTIGAN
</b>          Want me to carry Elora?

<b>                        WILLOW
</b>          I'm used to her.  How's she doing?

Willow wears the papoose on his back.  Madmartigan
looks in at the baby's face.

<b>                      MADMARTIGAN
</b>          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.

<b>INT. DEEPER IN THE CAVE
</b>
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.

<b>                      MADMARTIGAN
</b>          Willow...this may be a bad time to
          ask this question but...what if
          Raziel's wrong?

<b>                        WILLOW
</b>          She can't be wrong.  She's a very
          very very powerful sorceress.

<b>                      MADMARTIGAN
</b>          She's a bird, Willow.

<b>                        WILLOW
</b>          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--

<b>                      MADMARTIGAN
</b>          Watch it!

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                         KAEL
</b>          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.

<b>                      MADMARTIGAN
</b>          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.

<b>                        RAZIEL
</b>          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.

<b>                         KAEL
</b>          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.

<b>EXT. CAVE - TIR ASLEEN - DAY
</b>
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.

<b>EXT. TIR ASLEEN CASTLE - DAY
</b>
The door of the castle is half open.  Madmartigan and
Willow gallop inside.

<b>INT. TIR ASLEEN - DAY
</b>
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.

<b>                        RAZIEL
</b>          Tir Asleen.

<b>                        WILLOW
</b>          There's nobody here.

They approach the twelve pillars.

<b>                        RAZIEL
</b>          The Knights of the Pacalcade.  The
          king's bravest warriors.

Suddenly they hear hoofbeats and a warcry.

<b>EXT. TIR ASLEEN - DAY
</b>
Kael and his army charge out of the cave and trample
across the valley of flowers.

<b>INT. TIR ASLEEN
</b>
Madmartigan rushes to the heavy door and strains to
shut it.

<b>                        RAZIEL
</b>          Turn them back, Willow!

Willow stares at the twelve knights.

<b>                        WILLOW
</b>          How??

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Beings within, beings without!
          Danu danu walkail funfawtha!

He continues to chant and to concentrate.  One of the
knights comes to life.

<b>                        WILLOW
</b>          I did it!  Madmartigan!  Come here!
          Look!  You gotta see this!  I did
          it!

<b>                        RAZIEL
</b>          More!  More!

Madmartigan heaves the door shut just as the army
charges up, and he locks it with a huge bolt.

<b>EXT. TIR ASLEEN - DAY
</b>
The Nockmaar horsemen rear back form the locked door.

<b>                         KAEL
</b>          Assault!  Scale the walls!

He sends his men in all directions.  They leap off
their horses and hack down trees from the nearby woods.

<b>INT. TIR ASLEEN
</b>
Willow brings the knights to life, one by one.

<b>                        WILLOW
</b>          Tuatha tuatha danu!

Each knight shakes himself into action.  Madmartigan
follows them in an armory.

<b>                        WILLOW
</b>          Raziel!  I transformed them all!
          I'm a magician!

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          I feel like I could do anything!

He drops to his knees and stretches his philosopher's
stone apart like an accordian.

<b>EXT. TIR ASLEEN - ARMORY
</b>
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.

<b>                        KNIGHT
</b>          It belonged to our king.

<b>INT. TIR ASLEEN - COURTYARD
</b>
The knights light a fire and boil vats of oil.  Willow
struggles to transform Raziel, trying to remember all
he has learned.

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          Raziel?  Is that you?  Oh-oh.  What
          happened?

Raziel tilts her goat head.

<b>                        RAZIEL
</b>          I hate this.

Suddenly flaming arrows rain down over the castle wall.
Willow scoops up the baby and he and Raziel run for cover.

<b>EXT. TIR ASLEEN
</b>
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.

<b>                         KAEL
</b>          Attack!!

Kael and Sorsha gallop into the castle with otehr Nock-
maar horsemen, while Madmartigan continues to battle
attackers on the castle wall.

<b>INT. TIR ASLEEN
</b>
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.

<b>INT. ARMORY
</b>
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.

<b>EXT. TIR ASLEEN
</b>
In the courtyard, Raziel the goat butts a few soldiers
as the battle rages.

<b>UP ON THE WALL
</b>
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.

<b>                      MADMARTIGAN
</b>          Sorsha.

<b>                        SORSHA
</b>          Madmartigan.

He props himself up on his elbows and smiles.

<b>                      MADMARTIGAN
</b>          Whose side are you on?

She reaches down and pulls Madmartigan to his feet.

<b>                        SORSHA
</b>          Yours.

They look into each other's eyes.  They go to embrace.

<b>                        MINION
</b>          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.

<b>                        SORSHA
</b>          I love you.

Their armor clanks as they throw their arms around each
other and kiss, high up on the castle wall.

<b>INT. TIR ASLEEN - COURTYARD
</b>
Kael looks up from his horse.

<b>                         KAEL
</b>          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.

<b>                         KAEL
</b>          Bordak!

Kael waves his men after Sorsha and Madmartigan.

<b>                         KAEL
</b>          Kill them both!

He laughs viciously then gallops toward the castle
door.  As he reaches it he abruptly stops.

<b>EXT. TIR ASLEEN
</b>
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!

<b>INT. TIR ASLEEN
</b>
Kael stuffs the baby deep inside his tunic.

<b>                         KAEL
</b>          Troops!  To Nockmaar!  Ride with
          me!

<b>EXT. TIR ASLEEN
</b>
Kael and his men gallop across the valley of flowers
and hack their way through Airk's army.

<b>EXT. TIR ASLEEN
</b>
Kael and his men gallop across the valley of flowers
and hack their way through Airk's army.

<b>INT. TIR ASLEEN
</b>
Madmartigan and Sorsha mount horses.  Willow staggers
out of the armory, wounded and bleeding.

<b>                        WILLOW
</b>          I'm sorry.  There were too many of
          them.

Madmartigan scoops him up.  With seven surviving
knights, they ride out.

<b>EXT. TIR ASLEEN
</b>
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.

<b>                      MADMARTIGAN
</b>          Out for a little ride in the coun-
          try, Airk?

<b>                         AIRK
</b>          Thought you might get lonely, Mad-
          martigan!

Then they drop the bravado and clasp hands.

<b>                      MADMARTIGAN
</b>          Thank you, friend.

<b>                         AIRK
</b>          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.

<b>EXT. VOLCANIC MOUNTAINSIDE - DAY
</b>
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.

<b>                      MADMARTIGAN
</b>          Sorsha!  Any way in there?

Sorsha rides up to his side.

<b>                        SORSHA
</b>          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.

<b>                         AIRK
</b>          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.

<b>INT. NOCKMAAR CASTLE - LATE AFTERNOON
</b>
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.

<b>INT. QUEEN'T TOWER
</b>
BAVMORDA looks up.  Kael cowers, afraid of her evil
power.

<b>                       BAVMORDA
</b>          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.

<b>                         KAEL
</b>          Queen Bavmorda.  I have the child.

The baby squirms and cries.  Seething with hate, Bav-
morda reaches out her arms, then shrinks back.

<b>                       BAVMORDA
</b>          We must start the ritual!

She hears noise outside the castle.

<b>                       BAVMORDA
</b>          Who is that?

<b>                         KAEL
</b>          An army of rebels and traitors.

Bavmorda closes her eyes, holds out her hands and feels
the vibrations and energy around her.  Psychically:

<b>                       BAVMORDA
</b>          Where is Sorsha?

<b>                         KAEL
</b>          She has turned against you.

Bavmorda opens her eyes furiously.  to her druids:

<b>                       BAVMORDA
</b>          Purify the altar!  Arrange the im-
          plements!  I'll deal with Sorsha!

The druids take the baby from Kael.  Bavmorda storms
out the door.

<b>EXT. NOCKMAAR CASLTE - DUSK
</b>
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.

<b>                       BAVMORDA
</b>          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.

<b>                        RAZIEL
</b>          Willow!  Get out of here!  Quick!
          Hide!

Raziel suddenly butts Willow into a tent.

<b>INT. TENT
</b>
Willlow tumbles into the tent and Raziel follows him.

<b>                        RAZIEL
</b>          Get down!  The ritual chant!
          Quick!  Protect yourself!

<b>                        WILLOW
</b>          Why?

<b>                        RAZIEL
</b>          Just do it!

Willow takes out his philosopher's stone and begins to
chant.

<b>EXT. NOCKMAAR CASTLE
</b>
Madmartigan faces the queen.

<b>                      MADMARTIGAN
</b>          We've come for Elora Danan!  Turn
          her over to us!

Bavmorda stabs her finger down at him.

<b>                       BAVMORDA
</b>          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.

<b>                       BAVMORDA
</b>          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.

<b>                        SORSHA
</b>          Mother!  No!!

<b>                       BAVMORDA
</b>          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.

<b>                       BAVMORDA
</b>          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.

<b>                       BAVMORDA
</b>          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:

<b>                       BAVMORDA
</b>          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.

<b>INT. TENT - NIGHT
</b>
Willow is crouched on his knees, chanting with her eyes
closed.

<b>                        RAZIEL
</b>          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.

<b>EXT. NOCKMAAR CASTLE - OUTSIDE TENT - NIGHT
</b>
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.

<b>INT. TENT - NIGHT
</b>
Willow collapses to his knees beside Raziel.

<b>                        WILLOW
</b>          I've come all this way and now
          Elora Dana's going to die!

<b>                        RAZIEL
</b>          No!  I can still defeat Bavmorda!

<b>                        WILLOW
</b>          She's too powerful, Raziel

Raziel sternly stamps the ground with her hoof.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                        RAZIEL
</b>                   (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.

<b>                        WILLOW
</b>          Raziel!

She looks down at her old hands.  Then her eyes focus
with purpose.

<b>                        RAZIEL
</b>          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.

<b>EXT. NOCKMAAR CASTLE -NIGHT
</b>
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.

<b>INT. QUEEN'S TOWER - NIGHT
</b>
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.

<b>                       BAVMORDA
</b>          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.

<b>EXT. NOCKMAAR CASTLE - NIGHT
</b>
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.

<b>INT. TENT - NIGHT
</b>
Willow, Raziel, Madmartigan, Sorsha, Airk Thaughbaer
and a dozen rebel warriors argue back and forth.

<b>                         AIRK
</b>          Uphill with our rough weapons,
          we'll never make it!

<b>                        SORSHA
</b>          Elora Danan will die!

<b>                        RAZIEL
</b>          By dawn, upon thirteen tolls of the
          runic drum!

<b>                        WARRIOR
</b>          Bavmorda is too powerful.  We need
          more forces.  I say we retreat!

The other warriors agree.

<b>                        RAZIEL
</b>          Bavmorda cannot transform you.
          I've protected this camp with a
          spell.

<b>                      MADMARTIGAN
</b>          Can you use your magic to get our
          men into the fortress, Raziel?

Raziel shakes her head.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Wait!!

Willow jumps to his feet.  They all turn to him.

<b>                        WILLOW
</b>          I have an idea.  Back in my village
          we catch a lot of hedgehogs.

<b>                      MADMARTIGAN
</b>          Willow, this is war, not agricul-
          ture!

<b>                        WILLOW
</b>          I know, I know!  But this is a way
          to get into that castle...

The all gather around Willow to listen.

<b>INT. QUEEN'S TOWER - NIGHT
</b>
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.

<b>INT. TENT - NIGHT
</b>
They all look at Willow.

<b>                         AIRK
</b>          It's too much work.

<b>                        WARRIOR
</b>          It can't be done.

<b>                        SORSHA
</b>          Kael will never fall for it.

Willow looks hopefully at Madmartigan.

<b>                      MADMARTIGAN
</b>                      (doubtful)
          I don't know, Willow.

<b>                        WILLOW
</b>          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.

<b>                         AIRK
</b>          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.

<b>                      MADMARTIGAN
</b>          We'll probably die here, Sorsha.

<b>                        SORSHA
</b>          I have no family.

The gong rings four time.  Raziel turns to Airk
and his men.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Me, too.

Madmartigan, still torn by indecision, raises his arm
and silences the protest.

<b>                      MADMARTIGAN
</b>          Time is running out.  We must now
          decide who's going to leave and who
          is going to stay...

<b>EXT. NOCKMAAR CASTLE - NIGHT
</b>
Light pulsates in the Queen's Tower.

<b>INT. QUEEN'S TOWER - NIGHT
</b>
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.

<b>                       BAVMORDA
</b>          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.

<b>EXT. NOCKMAAR CASTLE - DAWN
</b>
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.

<b>                        RAZIEL
</b>          Time is running out.

<b>                        WILLOW
</b>          Surrender!!

Nockmaar soldiers peer down and laugh.  Willow and Ra-
ziel trek closer to the castle wall.  Willow cups his
mouth.

<b>                        WILLOW
</b>          We are all-powerful magicians!
          Give us the baby or we will destroy
          you!!

The Nockmaar soldiers roar with laughter.

<b>                         KAEL
</b>          Kill them!

The great drawbridge falls across the moat.  Willow
clutches a spear and trembles nervously.

<b>                        RAZIEL
</b>          Patience, Willow.

<b>                        WILLOW
</b>          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.

<b>INT. NOCKMAAR COURTYARD - CONTINUOUS
</b>
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.

<b>                         AIRK
</b>          Let's squah 'em!

In unison, their swords flash and they charge across
the courtyard chopping down the enemy.

<b>ENT CASTLE HALLWAY - DAY
</b>
Sorsha hurries Willow and Raziel down a dark hallway.
They come to a corner.

<b>                        SORSHA
</b>          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.

<b>INT. TOWER STAIRWAY - DAY
</b>
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.

<b>                        SORSHA
</b>          I will face my mother alone.

Willow and Raziel stay back on the stairs.  Sorsha
climbs to the door.  Courageously, she opens it.

<b>INT. QUEEN'S TOWER - DAY
</b>
Bavmorda's monstrous face FILLS THE SCREEN.

<b>                       BAVMORDA
</b>          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.

<b>                        SORSHA
</b>          I won't let you kill her!

Bavmorda's voice is a demonic growl!

<b>                       BAVMORDA
</b>          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.

<b>                        SORSHA
</b>          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:

<b>                       BAVMORDA
</b>          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.

<b>INT. CASTLE COURTYARD - DAY
</b>
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.

<b>INT. TOWER STAIRWAY - DAY
</b>
Willow creeps toward the door.  It suddenly throbs and
flashes.  He jumps back.

<b>INT. QUEEN'S TOWER - DAY
</b>
Bavmorda and Raziel oppose each otehr, circling the al-
tar.  The air between them crackles and sparks with the
concentration of energy between them.

<b>                        RAZIEL
</b>          The baby will be queen.  It has
          been foretold, Bavmorda.

<b>                       BAVMORDA
</b>          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!

<b>                        RAZIEL
</b>          Not until your ritual is complete!

<b>                       BAVMORDA
</b>          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.

<b>                        RAZIEL
</b>          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.

<b>INT. CASTLE COURTYARD - DAY
</b>
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.

<b>                      MADMARTIGAN
</b>          Airk!!

Airk falls down the stairs.  Madmartigan finishes off
the swordsmen, then runs to him, grabs his bleeding
body.

<b>                      MADMARTIGAN
</b>          Airk!  Airk!

<b>                      MADMARTIGAN
</b>          Madmartigan...you're a brave
          warrior...a true friend...a good
          man...

<b>                      MADMARTIGAN
</b>          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.

<b>INT. QUEEN'S TOWER - DAY
</b>
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.

<b>                       BAVMORDA
</b>          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:

<b>                       BAVMORDA
</b>          *Stop!  Bring back that child!!!*

Willow stops.  He turns around.  Bavmorda towers over
him, grotesque, monstrous, poised to destroy Willow
with her magic.

<b>                       BAVMORDA
</b>          Who are you?

<b>                        WILLOW
</b>          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.

<b>                        WILLOW
</b>          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.

<b>                       BAVMORDA
</b>          Is that the extent of your power?

Willow stands there helplessly.  Thunder cracks and
lightning flashes through the open ceiling above the
altar.

<b>INT. CASTLE COURTYARD - DAY
</b>
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.

<b>INT. QUEEN'S TOWER - DAY
</b>
Bavmorda looks up at the sky then down at Willow.

<b>                       BAVMORDA
</b>          Place it on the altar.

<b>                        WILLOW
</b>          No.  You can't have her.

<b>                       BAVMORDA
</b>          By ritual, by sorcery, I well draw
          the lightning and send this child
          into the destructive realm.

Willow straightens up, boldly, courageously.

<b>                        WILLOW
</b>          And with my magic I'll send her 
          into the...into the...

He gropes for a word.  Bavmorda laughs at him.

<b>                       BAVMORDA
</b>          You're no magician.

<b>                        WILLOW
</b>          Into the good.

Bavmorda instantly stops laughing.  her eyes flash.

<b>                       BAVMORDA
</b>          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!

<b>                       BAVMORDA
</b>          Impossible!  Bordak!  Bordak!

Bavmorda flies into a rage.  She lunges across the
copper altar.  Thunder and lightning!

<b>                       BAVMORDA
</b>          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.

<b>                        RAZIEL
</b>          Willow...Willow...how...how did you
          do that?

Willow bends down under a nearby chair and picks up the
sleeping baby.

<b>                        WILLOW
</b>          It was just the old disappearing
          pig trick.

Elora Danan's eyes open.  And sunlight floods into the
tower.

<b>EXT. TIR ASLEEN - DAY
</b>
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.

<b>                        RAZIEL
</b>          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.

<b>                        WILLOW
</b>          Your dream has come true, madmarti-
          gan.

Madmartigan smiles with thanks.

<b>                      MADMARTIGAN
</b>          Goodbye, Peck.

Willow has one last look at the baby.  She smiles and
giggles at him.  He happily gives her a kiss.

<b>                        WILLOW
</b>          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.

<b>EXT. NELWYN VILLAGE - DAY
</b>
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.

<b>                         KIAYA
</b>          Willow!!

Willow stands up in his stirrups.  He sees Kiaya fight-
ing her way through the crowd to reach him.

<b>                        WILLOW
</b>          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!


<b>                       *THE END*
</b>
She realizes she loves Madmartigan.