WILLOW
"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
FADE IN:
EXT.. NOCKMAAR CASTLE - DAY
Under gloomy sky a huge fortress looms on a volcanic
mountainside. From within WE HEAR the agonizing scream
of a woman giving birth.
INT.. NOCKMAAR CASTLE - DAY
The scream continues as WE MOVE THROUGH the grim corri-
dors of the castle TOWARD stairs leading down to a
dungeon.
INT.. DUNGEON - DAY
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.
DRUID
Is it a girl?
ETHNA
It is a girl.
DRUID
Show me its arm.
Ethna peels back the swaddling. On the baby's arm is a
small marking.
DRUID
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.
MOTHER
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.
ETHNA
They'll kill you.
MOTHER
Please save my baby.
Ethna hesitates. Then decides. She quickly wraps to-
gether some rags and gives them to the mother.
ETHNA
Pretend this is the child.
MOTHER
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.
BAVMORDA
We will start the ritual at dusk.
You're certain this is the one?
DRUID
It bears the markings.
BAVMORDA
I must see for myself! Just as the
omen foretold!
The guards fearfully move aside as Bavmorda enters the
cell.
BAVMORDA
So. You *were* the one.
MOTHER
Yes. But nothing you can do will
stop the prophecy.
BAVMORDA
This child will have no power over
me....
Bavmorda grabs the rags away from the mother and anxi-
ously tears them apart.
BAVMORDA
(furiously)
Where's the baby!
One of the guards looks up the stairs.
GUARD
The midwife!
Bavmorda flies into a rage.
BAVMORDA
Find that baby! Use the dogs!
Sorsha!
Two guards draw swords and charge upstairs. Bavmorda
grabs the third guard and nods toward the mother.
BAVMORDA
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.
EXT. SNOWY MOUNTAINSIDE - DAY
TITLES BEGIN. The midwife hurries through swirling
show, clutching the baby.
EXT. VILLAGE - DAY
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.
EXT. GRASSLAND - DAY
Ethna treks across an open grass field.
EXT. WOODS - NIGHT
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.
EXT. OCEAN CLIFFSIDE - DAY
She scrambles over rocks on a windswept coastline.
EXT. FOREST - DAWN
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.
DEATH DOG
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:
MIDWIFE
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.
EXT. DOWNRIVER - DAY - MONTAGE
The little raft of sticks swirls precariously in the
current. It glances off jutting rocks, tumbles over
rapids, and scrapes under overhanging trees.
EXT. RIVERBANK - DAY
At last the raft catches in some weeks, almost dumping
the baby.
TITLE SEQUENCE ENDS
Suddenly WE HEAR rustling leaves, possibly another
Death Dog. Then WE HEAR giggling. Two children, RANON
and MIMS, watch in amazement from the riverbank.
EXT. UFGOOD FARM - DAY
Holding onto a plow, WILLOW UFGOOD struggles behind a
huge hog. From a heavy sack slung over his shoulder he
tosses seeds.
RANON
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.
WILLOW
I can't run off and play with you
now. I've got work to do.
RANON/MIMS
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.
EXT. RIVERBANK - DAY
WE SEE Willow from the baby's view. His eyes pop open.
He quickly backs his children away.
WILLOW
Back! Don't go near it. We don't
know where it's been. It could be
diseased.
MIMS
It's a baby!
RANON
It's not a Nelwyn baby.
WILLOW
No, it's too big to be a Nelwyn
baby. It looks like a daikini...
MIMS
Ooh, it's so cute...
WILLOW
Mims! Get back here! It might
bite you.
Willow drags Mims away. Then the baby starts crying.
RANON
Can't we keep it, Dada?
WILLOW
Absolutely not.
BURGLEKUTT
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.
WILLOW
Shhh, shhh! It's the Prefect --
that's all I need. Mims, Ranon,
keep this thing hidden...
EXT. UFGOOD FARM - DAY
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.
KIAYA
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.
BURGLEKUTT
Ufgood! What do you think you're
doing! I tell the planting seeds
in this village.
KIAYA
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.
BURGLEKUTT
You haven't paid your debts. Where
did you get these seeds?
With pride, Willow puts his arm around his wife.
WILLOW
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.
KIAYA
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.
BURGLEKUTT
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.
EXT. RIVER - DAY
Kiaya cradles the baby in her arms. Willow runs up,
and with patriarchal authority, puts his fists on his
hips.
WILLOW
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.
WILLOW
Kiaya! We can't keep that baby.
Mims, Ranon. Hey! I will not be
ignored!
Ignored, Willow huffs after them across his unplowed
field.
INT. UFGOOD HOUSE - DAY
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.
WILLOW
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?
KIAYA
We're gonna give this baby a bath.
The baby squeals with joy as Kiaya lifts her into the
bath.
WILLOW
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.
KIAYA
Willow, do you think we should take
her to the Village Council?
WILLOW
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!
RANON
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.
WILLOW
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.
EXT. NELWYN VILLAGE - DAY
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.
WILLOW
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.
CROWD
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.
WILLOW
Meegosh, I'm in trouble.
MEEGOSH
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.
MEEGOSH
Now Burglekutt's got you in the
squeeze. Soon you'll be down in
the mines like me.
WILLOW
Mining. I hate closed-in spaces.
That's the last thing I'd ever do.
(he shudders)
I gotta get my crop planted.
MEEGOSH
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.
MIMS
Dada, can we get treacle candy?
Can we, can we? Please?
WILLOW
(preoccupied)
Meegosh, can you watch the chil-
dren? I gotta talk to the High
Aldwin.
MEEGOSH
(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.
WILLOW
Sir! I have to talk to you.
HIGH ALDWIN
Not today, Willow.
WILLOW
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.
HIGH ALDWIN
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.
BURGLEKUTT
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.
DEATH DOG
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.
MEEGOSH
What was it looking for?
A VILLAGER
It said "bordak"! What does it
mean?
COUNCILMAN
(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.
MIMS
Mommy?
Suddenly alarmed, Willow races towrd his distant farm,
his children hurrying behind.
WILLOW
Kiaya! Kiaya!
INT. UFGOOD HOUSE - DAY
Willow bursts in and finds Kiaya calmly feeding the
baby. Relieved, he throws his arms around her.
WILLOW
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.
INT. COUNCIL BUILDING - DAY
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.
BURGLEKUTT
An evil beast from the outer world
has invaded our peaceful village,
looking for a baby!
This only adds to the frenzy.
A VILLAGER
It's a sign! An omen!
ANOTHER VILLAGER
Our crops will die!
BURGLEKUTT
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!
MEEGOSH
Whose baby is it!
OTHER VILLAGERS
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:
HIGH ALDWIN
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.
HIGH ALDWIN
Earlier today you tried to tell me
something, Willow.
WILLOW
(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.
HIGH ALDWIN
A daikini child...
(his eyes close)
...of some importance, I feel...
BURGLEKUTT
That's what the beasts want! Give
it back!
The crowd rumbles, many agree.
WILLOW
They'll kill her! We can't let
this baby die!
BURGLEKUTT
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:
HIGH ALDWIN
...importance...yes...this child
is special...
COUNCILMAN
What should we do?
Instantly, the High Aldwin drops his arms and opens his
eyes.
HIGH ALDWIN
This child must be taken beyond the
boundaries of our village. All the
way to the daikini crossroads.
The room goes silent.
A VILLAGER
Who will do that?
SEVERAL VILLAGERS
Vohnkar! Vohnkar!
Vohnkar the warrior elbows his way to the front and
pounds his chest once with his fist.
HIGH ALDWIN
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.
VOHNKAR
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.
BURGLEKUTT
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.
WILLOW
I can't do it! I haven't put my
crop in!
A COUNCILMAN
You caused this trouble. You found
the baby...you get rid of it!
BURGLEKUTT
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.
HIGH ALDWIN
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:
HIGH ALDWIN
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.
WILLOW
Yes.
The High Aldwin bolts straight up, broadcasting:
HIGH ALDWIN
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.
INT. UFGOOD HOUSE - NIGHT
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.
MIMS
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.
MIMS
Watch out for brownies, Dada.
WILLOW
I will, Mims. Goodnight.
He smiles and kisses her. Then crosses over to Ranon's bed.
RANON
Dada, what's a daikini?
WILLOW
Daikinis are giant people who live
far far away.
RANON
Are you scared?
Willow shrugs. Ranon sits up in bed.
RANON
I could be you rguard! I could
carry your spear!
WILLOW
(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.
EXT. SACRED HILL - SUNRISE
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.
HIGH ALDWIN
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.
WILLOW
If I'm not strong enough to be your
apprentice, how can I do this?
HIGH ALDWIN
You're strong enough. But you're
going to need courage, Willow.
WILLOW
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!
HIGH ALDWIN
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.
HIGH ALDWIN
Go in the direction the bird is
flying.
WILLOW
(amazed)
Oh, if I could do that I'd--I'd
turn Burglekutt into a toad!
HIGH ALDWIN
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.
KIAYA
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.
WILLOW
You cut your hair, Kiaya?
He kisses her. The adjusts the papoose and heads off
down the hill. The others wave goodbye sadly.
KIAYA
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.
EXT. WOODS - DAY - MONTAGE
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.
EXT. ROAD - EVENING
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.
LIEUTENANT
We've patrolled the hills. This is
where they killed the nursemaid.
SORSHA
She must have done something with
the child. Widen the search!
One of the Death Dogs is chewing on the Lieutenant's
stirrup.
LIEUTENANT
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.
EXT. ROAD - MORNING
A harmless rabbit springs across Willow's path. Willow
trips over a stone and almost falls flat on his face.
WILLOW
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.
EXT. LANDSCAPE - DAY - MONTAGE
Various VIEWS of Willow and the baby trekking across
vast hills and valleys.
EXT. HILL - DAY
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.
WILLOW
That's it. The crossroads...
He stands and heads toward it cautiously.
EXT. CROSSROADS - DAY
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.
WILLOW
I hate this.
EXT. CROSSROADS - DAY - LATER
Willow waits uneasily, brushing flies off his face.
The baby fusses and squirms. He peeks inside her
diaper.
WILLOW
I hate this.
He looks anxiously up and down the road. The baby's
crying gets worse. He begins to change her.
EXT. CROSSROADS - SUNSET
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.
WILLOW
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.
MADMARTIGAN
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.
WILLOW
I will--I'll getcha water--getcha
lotsa water--anything you say--!
Willow grabs the baby and makes a beeline for the
bushes.
MADMARTIGAN
Peck!
He dives headfirst into the weeds. Madmartigan rattles
his cage.
MADMARTIGAN
You're a weasely little Peck!
Gimme some water!
Willow peeks at him and shakes his head.
WILLOW
I'm not coming near you!
They stare at each other across the fire. Then, Mad-
martigan puts on a very phony smile.
MADMARTIGAN
Please? I'm dyin' of thirst in
here.
WILLOW
Good. How long will it take?
Madmartigan drops the smile and spits at the fire.
MADMARTIGAN
Don't make me angry, Peck.
WILLOW
You be careful. I'm a powerful
sorcerer. I could turn you into a
toad just like that.
MADMARTIGAN
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.
MADMARTIGAN
That's more like it.
Madmartigan snatches the cup and guzzles the milk,
retching horribly at the taste. Then he tosses the cup
back.
WILLOW
Do any other daikinis ever come by
here?
MADMARTIGAN
Why.
WILLOW
I have to give this baby to some-
body.
Madmartigan grabs the bars and raises himself up.
MADMARTIGAN
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.
WILLOW
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.
EXT. CROSSROADS - NIGHT- LATER
By the blazing fire Willow feeds the baby. WE HEAR
hoofbeats.
WILLOW
Hey! Somebody's coming!
MADMARTIGAN
Peck! Quick! Douse the fire!
Excited, Willow tosses more wood on the fire, picks up
the baby and waits.
MADMARTIGAN
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.
MADMARTIGAN
No!!
He rises up in the torchlight. The Picts taunt him.
PICT
Whose fire!
They jab their torches at Madmartigan.
MADMARTIGAN
No! Help! Stop!
PICT
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.
MADMARTIGAN
(spitting out dirt)
Thanks for your help, Peck.
WILLOW
Are you okay?
MADMARTIGAN
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!
WILLOW
I don't know.
Madmartigan literally licks his wounds, dragging his
parched tongue along the length of his forearm. Willow
begins to walk away.
MADMARTIGAN
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.
WILLOW
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.
MADMARTIGAN
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.
MADMARTIGAN
You a woodcutter?
WILLOW
Farmer.
MADMARTIGAN
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.
MADMARTIGAN
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.
MADMARTIGAN
That's it--good--good--like that,
yes, good, good, the chain--that's
it, come on--come on--!
Willow suddenly steps away.
WILLOW
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.
MADMARTIGAN
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.
EXT. CROSSROADS - DAWN
Madmartigan is making something out of scraps of bark
and cloth. He smiles sweetly as Willow wakes up.
MADMARTIGAN
Morning, Willow.
Willow turns his back on him and tends to the baby.
MADMARTIGAN
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.
WILLOW
You all right?
MADMARTIGAN
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.
WILLOW
See if this helps.
Madmartigan wipes the goo all over his arms.
MADMARTIGAN
Aaaaaahhhh. Better. Here, I made
something for the baby.
He holds out a ratlle and shakes it. Willow accepts
it.
WILLOW
What's inside?
Madmartigan sticks his finger in his mouth and pries it
open as wide as possible.
MADMARTIGAN
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.
WILLOW
Stop! Wait!
The messenger screams a Willow who jumps aside as he
thunders by. The two horsemen disappear up the road.
MADMARTIGAN
(with authority)
Smells like a battle.
WILLOW
Are you a warrior?
MADMARTIGAN
The greatest swordsman that ever
lived.
Madmartigan slices the air with an imaginary sword.
Willow shakes his head and goes back to the baby.
EXT. CROSSROADS - DAY
WE SEE the empty road. Willow's head pops INTO FRAME.
He grabs the baby.
WILLOW
What's that? I hear something!
MADMARTIGAN
You hear trouble.
WILLOW
What is it?
The horizon rumbles. Madmartigan cups his ear. Cyni-
cally:
MADMARTIGAN
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.
WILLOW
Sir? Sir!
OFFICER
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.
AIRK
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.
WILLOW
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.
AIRK
We're going into battle, little
one. Find a woman to take care of
it.
MADMARTIGAN
He thought you were a woman, Airk!
Airk snaps hes head around and his eyes flash.
AIRK
Madmartigan! What did you do this
time?
MADMARTIGAN
Nothing you wouldn't have done it my
place!
Airk's horse prances menacingly around Madmartigan's
cage.
AIRK
I always knew you'd end up in a
crow's cage.
MADMARTIGAN
Least I'm not down there herding
sheep!
Airk laughs sourly and rocks the cage.
AIRK
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.
MADMARTIGAN
Airk! Come on, Airk. Lemme outa
here.
AIRK
(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!
MADMARTIGAN
Gimme a sword, Airk. I'll win your
war for you.
Airk quickly drops the banter and glares at Madmartigan seri-
ously.
AIRK
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.
MADMARTIGAN
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!
WILLOW
Friend of yours?
Madmartigan snarls down at Willow as the army continues
to march by. But then he quickly gets cute again.
MADMARTIGAN
Hello, little baby...
EXT. CROSSROADS - DAY - LATER
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.
MADMARTIGAN
Whatcha thinkin' about, Willow?
WILLOW
I hate this.
Madmartigan squeezes his face between the bars of his
cage.
MADMARTIGAN
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.
WILLOW
You don't know anything about ba-
bies.
Madmartigan kneels and straightens up and points up his
finger astutely.
MADMARTIGAN
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:
MADMARTIGAN
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.
WILLOW
You gotta promise to feed her.
MADMARTIGAN
I will.
WILLOW
Fresh goat's milk.
MADMARTIGAN
Absolutely!
Willow draws his dagger and begins to hack at the
chain.
WILLOW
And give her a bath everyday, and
don't let her get cold. And keep
her diaper changed.
MADMARTIGAN
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.
MADMARTIGAN
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.
WILLOW
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.
MADMARTIGAN
Don't worry, Willow. She's in good
hands. You haven't made a mistake.
Willow takes the baby and kisses her.
WILLOW
Bye.
He puts her in the papoose.
WILLOW
(to Madmartigan)
Please take good care of her.
Madmartigan stands up. He towers above Willow. He
pats Willow on the head.
MADMARTIGAN
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.
EXT. ROAD - DAY
Swinging his arms and whistling a tune, Willow struts
proudly up a gentle hill.
WILLOW
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.
WILLOW
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.
EXT. THROUGH THE FOREST - DAY
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.
WILLOW
Oh no, it's a trap!
He hurries back to the fork and takes the safer route--
WILLOW
Oh noooooo!!
--and gets swallowed by a deadly pit.
INT. ELFIN THRONE ROOM - UNDERGROUND
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.
WILLOW
(focusing)
Where am I? Where's the baby?
FRANJEAN, the Elfin king, struts forward arrogantly.
He speaks a haughty, nasal accent resembling French:
FRANJEAN
I am Franjean, king of the world.
Willow struggles against the ropes that bind him.
WILLOW
That baby's my responsibility!
Outraged, Franjean smacks Willow's nose with the
back of his hand.
FRANJEAN
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.
WILLOW
Yeow!
(he loses consciousness)
Madmartigan...I never should've
trusted you...
FADE TO BLACK
INT. ELFIN THRONE ROOM - DAWN
Willow's eyes open. A wild little face is looking at
him. A wild little person is standing on his chest.
TEEMO
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.
WILLOW
Who are you?
ROOL
Quiet, you fool!
TEEMO
(formal)
We are emissaries of her majesty,
Queen Cherlindrea, of the land of
Coshairm.
WILLOW
Queen Cherlindrea?
TEEMO
She requests the presence of your-
self and the young princess.
WILLOW
Who??
TEEMO
You're the guardian, aren't you?
ROOL
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.
INT. ELFIN HALLWAY - UNDERGROUND
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
ELVES.
TEEMO
Elves! They're always tormenting
babies. They make them cry and
take their tears.
ROOL
Somebody has to do it.
WILLOW
Why??
ROOL
How else they gonna make dew drops?
The baby shrieks.
WILLOW
I'm getting her out of there!
TEEMO
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.
INT. ELFIN TEAR FACTORY
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.
TEEMO
Watch this. Right between the
eyes.
ROOL
(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.
TEEMO
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.
EXT. ELF HOLE - DAY
The brownies scamper out of a hole in the ground where
the elves keep their vultures corralled.
ROOL/TEEMO
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.
EXT. FOREST - CHASE - DAY
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.
EXT. DEEP GORGE - DAY
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.
WILLOW
I can't go out there with the baby!
ROOL/TEEMO
(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.
WILLOW
Ohhh, I hate this.
TEEMO
Take your time. Don't worry about
the elves. They won't come out
here.
WILLOW
Why not?
ROOL
Because of the trolls.
WILLOW
Trolls?
The brownies console Willow with unworried laughter.
TEEMO
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.
WILLOW
This is not going well.
TEEMO
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.
EXT. MAJESTIC FOREST - SUNSET
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.
EXT. FAIRY KINGDOM - NIGHT
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.
TEEMO
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.
ROOL
Stand up! It's the queen!
CHERLINDREA, the Fairy Queen, materializes out of frag-
ments of moving light, diaphanous, sylph-like, beauti-
ful.
CHERLINDREA
Willow Ufgood.
WILLOW
(blinded)
Yes...?
CHERLINDREA
I hope you are comfortable here,
inside my kingdom...
Willow says nothing, still batling the bright light.
TEEMO
Talk! Say something!
WILLOW
I can't see anything--she's too
bright!
CHERLINDREA
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.
CHERLINDREA
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.
CHERLINDREA
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.
WILLOW
You mean, you know who this baby
belongs to?
CHERLINDREA
She belongs to all of us. She is
the future queen and ruler of all
kingdoms on earth.
Willow starts to get up.
WILLOW
What a relief. Now I can go home.
The queen fragments and reappears right in front of
Willow.
CHERLINDREA
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.
WILLOW
Me?
The Fairy Queen flashes and vanishes. Willow lowers
himself back down again. She reappears behind him.
CHERLINDREA
You are the guardian, Willow. You
must take her to Tir Asleen.
WILLOW
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.
CHERLINDREA
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.
WILLOW
Where is Tir Asleen? How far is
it?
She reappears again.
CHERLINDREA
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.
WILLOW
You need a warrior for this job.
I'm nobody.
CHERLINDREA
You are very important, Willow.
WILLOW
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.
WILLOW
(continuing)
Why can't you do it? You have mag-
ical powers.
CHERLINDREA
My prsence cannot extend beyond
this forest. But I can give you
these...
Cherlindrea drops three small objects in Willow's hand.
CHERLINDREA
They will protect you. Use them
wisely.
Willow looks at them for quite a while.
WILLOW
They look like acorns.
CHERLINDREA
Anything you hurl them at will turn
to stone.
Willow looks closely at the acorns, then up at the
queen.
WILLOW
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.
CHERLINDREA
(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.
WILLOW
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.
WILLOW
Hello...?
The queen's voice echoes the forest.
CHERLINDREA
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.
CHERLINDREA
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.
WILLOW
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.
WILLOW
But I only have one shoe.
EXT. WOODED HILL - DAY
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.
WILLOW
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.
TEEMO
Hey, careful there!
WILLOW
How do these work I wonder? I got-
ta save one to show the High
Aldwin.
ROOL
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.
WILLOW
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.
HORSEMEN
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.
WILLOW
Let's get out of here. Shhh, don't
cry, Elora. Things can't get any
worse than this...
EXT. ROADSIDE TAVERN - DAY
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.
TEEMO
I'm not going in there.
ROOL
Me neither!
WILLOW
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.
INT. TAVERN - MAIN ROOM - DAY
The place is packed with tattooed PICTS, nomadic FAMI-
LIES, MOTHERS wit BABIES, THIEVES and CUTTHROATS.
Willow enters with the crying baby.
WILLOW
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.
BARMAID
Get outa here, Peck!
PATRONS
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.
WILLOW
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.
TEEMO'S VOICE
Willow?
Willow slaps his pocket. Then stretches his arm out
very, very slowly. And gets the pail and zips back
under the stairs.
WILLOW
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.
WILLOW
Woah!
The plank gives way and Willow falls through the wall.
INT. TAVERN - DAY
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.
WENCH
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.
THE OTHER WOMAN
(in a gruff voice)
How do I look?
It's Madmartigan! Willow pops up like a jack-in-the-
box.
WILLOW
You!!
MADMARTIGAN
Where the hell did you come from?
Willow strides toward Madmartigan, holding the baby
like a machine gun.
WILLOW
I trusted you...
The brownies peek out.
ROOL
Who's he?
MADMARTIGAN
You're crawling with rodents.
The bedroom door explodes open. In storms a big, mean,
half-drunk raging lug named LLUG.
LLUG
Where is he!!
Madmartigan wraps a muffler around his throat. The
wench innocently curtsies.
WENCH
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.
MADMARTIGAN
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.
WILLOW
Hey! Give me that baby!
MADMARTIGAN
(high voice)
These Pecks make terrible nurse-
maids.
WILLOW
Nursemaid?!
Willow angrily jumps up and down, swiping at the baby.
MADMARTIGAN
(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.
LLUG
Wanna breeeeeeed?
Madmartigan protects himself by holding the baby up in
front of his face. Then he smells the baby. He winces
and groans.
WILLOW
(mischievously)
Time to change her diaper.
MADMARTIGAN
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.
INT. TAVERN - HALLWAY - DAY
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.
SORSHA
You! Are you the mother of that
child?
MADMARTIGAN
No.
(looks at Llug; in a high voice)
I mean yes.
Sorsha strides over to Madmartigan, her sword drawn.
SORSHA
Let me see it.
Madmartigan looks at Willow then back at Sorsha.
MADMARTIGAN
(high voice)
I can't.
SORSHA
Let me see it.
WILLOW
No! You can't!
Madmartigan looks at Willow then back at Sorsha.
MADMARTIGAN
(high voice)
I can't.
SORSHA
Why not?
MADMARTIGAN
(to Willow)
Why not?
WILLOW
Because she's sick.
MADMARTIGAN
(to Sorsha)
Because she's sick.
SORSHA
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.
MADMARTIGAN
(high voice)
Gawd...you're...beautiful...
SORSHA
You're not a woman.
Sorsha comes right up to Madmartigan, squinting into
his eyes. The she rips away his kerchief and muffler.
LLUG
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.
SORSHA
After them!!
She grabs her sword and waves it at her soldiers who
clatter toward the stairs, flinging people out of their
way.
EXT. ROADSIDE TAVERN - DAY
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.
WILLOW
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.
EXT. ROAD - CHASE - DAY
As Madmartigan lashes the horse, Willow crawls up to
hum and takes the baby.
WILLOW
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.
WILLOW
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.
WILLOW
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.
DEATH
Bordak!!
The dog snaps at the baby. Willow scurries under the
wagon seat. The dog stands up on its hind feet.
DEATH
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.
WILLOW
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.
MADMARTIGAN
That girl is a vision.
As soon as the troops are gone, Willow jumps up.
WILLOW
Where's the baby??
MADMARTIGAN
I thought you had her!
ROOL/TEEMO
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.
MADMARTIGAN
Now Willow, I know you're gonna
blame me for this but it wasn't my
fault...!
WILLOW
Elora Danan!
Willow sees the battered, lifeless papoose. He grabs
it and rips it open. Madmartigan kneels in the dirt
remorsefully.
MADMARTIGAN
When I left the crossroads, I got
ambushed by an elf!
WILLOW
Madmartigan! You saved her life!
MADMARTIGAN
I did?
Willow holds up the baby. She giggles and smiles.
Madmartigan switches gears, boasting:
MADMARTIGAN
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.
WILLOW
Let's get out of here before they
come back.
They hurry off into the darkening woods.
EXT. WOODS - NIGHT
A campfire blazes. Willow tends the baby while the
brownies point up at the stars.
TEEMO
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.
ROOL
Watch it! You're gonna set us on
fire.
MADMARTIGAN
Not a bad idea.
Madmartigan terrorizes them with a flaming stick. Then
he squats beside Willow and the baby.
MADMARTIGAN
So you're on your way to Tir
Asleen, huh? I hate to tell you
this, Willow, but Tir Asleen dosn't
exist.
WILLOW
Yes it does. The Fairy Queen told
me.
MADMARTIGAN
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.
MADMARTIGAN
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.
WILLOW
Madmartigan, I need your help.
MADMARTIGAN
My help? A great magician like
you? You don't need any help.
Willow stares at him angrily.
WILLOW
But you're a great swordsman!
He jumps and starts pacing around the fire. Rool and
Teemo dive for cover.
WILLOW
(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.
WILLOW
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.
MADMARTIGAN
What's with you, Peck?
Willow lets it all pour out. He begins to cry.
WILLOW
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.
MADMARTIGAN
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!
WILLOW
You?
MADMARTIGAN
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.
MADMARTIGAN
I'll never fall in love again...
EXT. WOODS - MORNING
Willow wakes up and looks around. The baby is gone.
He panics. He scrambles a short distance through
some bushes.
WILLOW
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.
MADMARTIGAN
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.
ROOL
That's it! The sorceress lives
there!
In the middle of the lake is an island with a single
tree.
TEEMO
Are you sure?
ROOL
(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.
TEEMO
That tree dosn't look like gold to
me.
MADMARTIGAN
Gold!!
Madmartigan rubs his chin with sudden interest.
TEEMO
Its branches are supposed to be
made of gold, solid gold.
WILLOW
How are we going to get out there?
Madmartigan is suddenly pacing and thinking.
MADMARTIGAN
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.
EXT. DESERTED FISHING VILLAGE - DAY
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.
MADMARTIGAN
Give me a hand here, Peck!
Willow hoists the baby into the papoose and helps Mad-
martigan.
BOY
What are you doing?
They turn around. A golden-haired BOY is standing
waist-deep in th elake. Madmartigan is instantly wary
of him.
MADMARTIGAN
It's nothing to do with you.
But the boy looks innocent and harmless, and Willow ap-
proaches him.
WILLOW
We need to get out to that island.
BOY
The island is cursed.
Madmartigan scoffs at this nonsense, grunting and push-
ing the boat into the water.
WILLOW
We've traveled a long way. We're
looking for Fin Raziel.
TEEMO
The sorceress.
BOY
She's there. But you can't go
there. The island is cursed.
MADMARTIGAN
(no patience)
Yeah? Who cursed it?
BOY
Queen Bavmorda. Her powers govern
the elements.
MADMARTIGAN
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.
WILLOW
What would the Fairy Queen say?
ROOL
She's not here.
TEEMO
(to Rool)
Obviously.
WILLOW
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.
EXT. LAKE - DAY
They row across the placid lake toward the island.
EXT. ISLAND - DAY
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.
WILLOW
Raziel? Hello? Fin Raziel?
Madmartigan greedily reaches up to touch a branch.
RAZIEL
Get away! Get away!
A littel animal scurries down the tree and hisses vi-
ciously at Madmartigan, chattering its teeth.
RAZIEL
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.
RAZIEL
Who are you! Who are you!
WILLOW
I'm Willow Ufgood. I'm here to
find Fin Raziel.
She springs right onto Willow's chest.
RAZIEL
That's me! Raziel! Raziel!
Willow looks down at the browines questioninghly.
WILLOW
This can't be right. This isn't a
sorceress. This is some kind of
animal.
TEEMO
Queen Bavmorda transformed her.
RAZIEL
What do you want!
WILLOW
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.
RAZIEL
Elora Danan!
Madmartigan snaps a branch off the tree. A flock of
birds suddenly screech and fly away. His eyes bulge.
MADMARTIGAN
Rool! Teemo! You were right!
This whole tree is made of gold!!
He strips away the bark, revealing a vein of gold.
RAZIEL
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.
RAZIEL
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.
WILLOW
Madmartigan!
Madmartigan is greedily breaking branches off the tree.
MADMARTIGAN
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.
EXT. LAKE - DAY
Willow clutches the baby as the raging storm pitches
the boat.
WILLOW
Help, Madmartigan! The oar!
Madmartigan hangs onto his gold, but pices of it drop
and topple overboard.
MADMARTIGAN
My gold!
Suddenly a hand appears on the stern. The water boy
climbs in.
RAZIEL
Kill him!
WILLOW
No!
RAZIEL
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.
MADMARTIGAN
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.
EXT. LAKESHORE - DAY
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.
MADMARTIGAN
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.
RAZIEL
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.
SORSHA
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.
SORSHA
This is what we're looking for. It
bears the markings.
Willow panics.
MADMARTIGAN
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.
MADMARTIGAN
So. Couldn't live without me, huh?
Sorsha looks up and down at his naked body.
SORSHA
Lose your skirt? How embarassing.
Madmartigan looks down and adjusts his loincloth.
MADMARTIGAN
Still got what counts.
A pause as he smiles at her.
SORSHA
Not for long.
She raises her fist and zap: Madmartigan is instantly
surrounded by spears and swords.
SORSHA
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.
TEEMO
We gotta follow them.
ROOL
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.
TEEMO
Get back here, Rool!
ROOL
Ouch! Let go of me!
Rool throws a punch, and the brownies somersault into
the bushes fighting each other.
EXT. ROAD - DAY
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.
WILLOW
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.
MADMARTIGAN
Willow, why don't you use your mag-
ic to get us out of here?
RAZIEL
He's no magician.
MADMARTIGAN
He turned that monster into stone!
Raziel peers sternly at Willow, who is eye-level with
her cage.
RAZIEL
Did *you* give that acorn its power?
WILLOW
No.
RAZIEL
A magician *makes* magic. Any fool
can use it.
Madmartigan shakes his head at her.
MADMARTIGAN
Then you get us out of here.
RAZIEL
I will! But I need help!
WILLOW
I'll help you...!
MADMARTIGAN
I won't.
RAZIEL
You must learn magic.
WILLOW
That's all I ever wanted!
RAZIEL
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.
MADMARTIGAN
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.
SORSHA
Wolff wants to boil you in oil.
She nods toward her Lieutenant, who snarls viciously.
SORSHA
Don't tempt me.
She turns away. The baby squirms and cries.
WILLOW
If you rest the baby on your
shoulder, she'll stop crying.
SORSHA
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.
MADMARTIGAN
Mmmm, I love the smell of a woman.
SORSHA
(angry threat)
My step-father's going to tear you
apart.
Madmartigan pounds his chest and taunts her:
MADMARTIGAN
I'm torn apart already. I mean it!
Under all that armor is a
beautiful--
CRACK! Sorsha whips her horse and gallops ahead.
MADMARTIGAN
Who is that girl, anyway?
RAZIEL
Sorsha, Queen Bavmorda's daughter.
Madmartigan snaps his finger and discourages himself.
MADMARTIGAN
Forget that one, Madmartigan.
Raziel leaps against the bars of her cage, chatters her
teeth and whispers to Willow.
RAZIEL
Willow. To learn magic, first you
must make your own philosopher's
stone!
WILLOW
What do I need for that?
RAZIEL
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.
MADMARTIGAN
Now that's a woman...!
EXT. NOCKMAAR CAMPSITE - NIGHT
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.
RAZIEL
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.
MADMARTIGAN
You got that one covered.
Willow hears the baby crying in a distant tent.
WILLOW
I hope she's all right. How much
more do I have to do of this?
RAZIEL
Till it's in a powder. The energy
exits within you...
WILLOW
(reciting)
I know, and the magician's goal is
to find his true self. But what's
this got to do with it?
RAZIEL
As below, so above. You hold the
univers, Willow, in your hand.
Madmartigan clasps his forhead.
MADMARTIGAN
I'm beginning to think you two
*deserve* to be locked up.
WILLOW
The universe is a living creature,
like you and me, Madmartigan.
Madmartigan cynically gazes at the sky, gesturing wide-
ly.
MADMARTIGAN
We're a tiny version of all that?
RAZIEL
As above, so below.
Madmartigan rolls his eyes. Willow jumps to his feet
and shows Raziel the substance.
WILLOW
I'm all finished. Now what?
RAZIEL
Burn it to a fine ash.
Willow looks around. Heavily armed Nockmaar minions
rip chunks of meat around a campfire.
WILLOW
How am I gonna do that?
RAZIEL
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.
WILLOW
What's going on?
Madmartigan sturggles against his chains. Angry and
worried:
MADMARTIGAN
Hurt him and you'll answer to me!
INT. SORSHA'S TENT - NIGHT
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.
SORSHA
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.
WILLOW
She needs to be changed.
SORSHA
I changed her already!
Willow politely shrugs.
WILLOW
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.
SORSHA
Who is that horrible friend of
yours?
WILLOW
(watching the fire)
Madmartigan.
SORSHA
Who is he?
WILLOW
I don't know much about him.
Sorsha fiddles with her long red hair. Willow creeps
toward the fire.
SORSHA
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.
WILLOW
Uh, yes. It's very nice hair.
He suddenly strides over to Sorsha.
WILLOW
She's hungry.
SORSHA
I know she's hungry. I tried to
feed her but she wouldn't eat a
thing. I'm not a wet nurse.
WILLOW
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.
SORSHA
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.
WILLOW
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.
WILLOW
She's a good baby.
Sorsha looks down at the baby.
EXT. NOCKMAAR CAMPSITE - MORNING
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:
WILLOW
I did it! I got the ashes!
When the soldiers leave, he digs out the pouch and
proudly shows it to Raziel.
RAZIEL
Good! The first step is complete.
Chained behind the wagon, Madmartigan reaches forward
and pokes Willow with his finger?
MADMARTIGAN
Did she ask about me?
WILLOW
Who?
MADMARTIGAN
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.
WILLOW
She said lots of thing.s
MADMARTIGAN
Willow!
Willow grins. At last:
WILLOW
She asked about you, Madmartigan.
MADMARTIGAN
Well what did she say?
Suddenly Sorsha gallops by on horseback, holding the
baby. She flings a wad of clothes at Madmartigan.
SORSHA
Here. You're going to need these
where we're going.
She rides off. Madmartigan looks down at the clothes.
The looks at Willow.
MADMARTIGAN
She's in love.
WILLOW
You're crazy. I think you're in
love.
EXT. SNOW MOUNTAIN - DAY
The Nockmaar caravan climbs into snow-covered moun-
tains. In the wagon, Raziel is grilling Willow. He
concentrates hard, cramming, memorizing, straining.
RAZIEL
We don't have much time left! Go
on! Go on!
WILLOW
I must concetrate my
imagination...to creat a
new...reality!
RAZIEL
What's the magician's weapon?
WILLOW
The limitless power of...
Raziel flips around in spasms of impatience.
RAZIEL
Your will! Your will! What else
could it be?
WILLOW
(frustrated)
I can't remember all these things.
What am I learning?
RAZIEL
The art of transformation!
WILLOW
(exasperated)
But what am I gonna transform??
RAZIEL
Me!
Willow and Madmartigan stare at Raziel.
WILLOW
You?
MADMARTIGAN
What are you gonna become, Raziel?
Queen of the rodents?
Sorsha rides up to the wagon.
SORSHA
The baby's cold. Take her.
She dismounts. With care, keeping the baby bundled,
she hands the baby to Willow. Madmartigan watches and
listens.
RAZIEL
You remind me of your father, Sor-
sha.
SORSHA
My father was a weakling.
RAZIEL
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.
SORSHA
My mother calls that weakness.
MADMARTIGAN
What do *you* call it?
Sorsha turns and glares at Madmartigan.
SORSHA
I do what I'm told.
MADMARTIGAN
Too bad you're not more like
your father.
She looks at him a moment, then abruptly mounts her
horse and rides ahead.
EXT. ROAD TOWARD SNOW CAMP - LATE AFTERNOON
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.
SORSHA
Be careful.
KAEL
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.
MADMARTIGAN
We gotta get the baby out of here.
Raziel dashes around her cage.
RAZIEL
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.
WILLOW
I'll do it, Raziel...
EXT. SNOW CAMP - NIGHT
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.
RAZIEL
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.
WILLOW
Oooh, this smells terrible.
RAZIEL
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.
WILLOW
Ouch!!
RAZIEL
Shhhhh!
They look out nervously at patrolling Nockmaar sol-
diers. Willow sucks the back of his hand.
WILLOW
What'd you bit me for!!
RAZIEL
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.
RAZIEL
The components of the stone are
fusing...
Willow's eyes widen with anticipation.
EXT. SNOW CAMP - NIGHT - LATER
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.
RAZIEL
Again: what is the magician's
weapon?
WILLOW
His will.
RAZIEL
Now use it.
Willow presses the philopher's stone against the
chainlock. He sheepishly looks over his hsoulder at
Raziel.
WILLOW
I just wanted to test it first.
RAZIEL
No! Change me back into a sor-
ceress, Willow.
Willow goes to Raziel and concentrates with physical
and mental intensity.
WILLOW
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.
WILLOW
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.
MADMARTIGAN
Not bad, Peck. I'm impressed. You
busted the lock.
Wilow clutches Madmartigan's arm. He holds up the
stone.
WILLOW
Madmartigan. Let's go. Let's get
Eloran Danan.
With coldness in his eyes, madmartigan stares across
the camp at Sorsha's tent.
MADMARTIGAN
Let's get Elora Danan.
They sneak away.
RAZIEL
Wait! What about me!
Raziel flaps her wings and flies up into the dark sky.
EXT. THROUGH THE CAMP - DAWN
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.
MADMARTIGAN
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.
RAZIEL
I'm supposed to be a beautiful wo=
man.
Willow shrugs apologetically.
INT. SORSHA'S TENT - DAWN
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.
WILLOW
(whispers)
Come on, Madmartigan...!
Madmartigan stares over at Sorsha. Lured by her beau-
ty, he slowly walks toward her bed.
WILLOW
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:
MADMARTIGAN
I love you.
He kisses her lips. Her eyes open.
SORSHA
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.
SORSHA
You're a fool. Now put her back.
MADMARTIGAN
I'm not going to let this baby die.
Sorsha presses the knife.
SORSHA
Don't make me kill you.
Willow watches as Madmartigna carefully backs away from
Sorsha.
MADMARTIGAN
I believe you would...
Sitting up, Sorsha waves her knife. Madmartigan places
the baby in the straw crib.
SORSHA
Why did you say that?
MADMARTIGAN
Say what?
SORSHA
I love you.
Madmartigan walks back to Sorsha' bed. Willow crawls
into the tent, behind Madmartigan's back.
MADMARTIGAN
Because it's true.
SORSHA
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.
MADMARTIGAN
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.
MADMARTIGAN
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.
MADMARTIGAN
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.
SORSHA
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.
KAEL
What's going on here!!
Sorsha sees the baby, sees the empty crib, and smashes
Madmartigan hard across the face.
SORSHA
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 | 
