The kingdom of Fantasia is about to be wiped out, and the enemy isn't an evil wizard or a thermonuclear device — it's Nothingness. An inexorable wave of Nothingness is sweeping over the kingdom, destroying everything in its path. The only thing standing between Fantasia and Nothingness is the faith of a small boy named Bastian (Barret Oliver). He discovers the kingdom in a magical bookstore, and as he begins to read the adventure between the covers, it becomes so real that the people in the story know about Bastian.

Meanwhile, within the world of Fantasia, a young hero (Noah Hathaway) is assigned to complete a hazardous quest, sneak past the dreaded portals of some stone amazons and reach the Ivory Tower, where he will receive further instructions from the empress.