The school dance is approaching and Bastian wants to take Marley but things don't go the way Bastian wants.Bastian and Lucas have to take Gemma, the daughter of the real estate agent that is trying to sell Bastian's house.
Bastian is worried about a girl in his class: Fallon. His concern grows when he sees her wearing an old coat of his mothers that he and his dad donate to the poor.
Bastian finds a letter from his mother ,that she wrote to him before she died. He believes that it is a message from beyond. Moonchild (The Childlike Empress) goes on a tour of Fantasia while Atreyu and Fly Girl go to the Dark City to save the luckdragon.
Bastian wants to earn money so he can buy his dad a present for his birthday , he gets a job at the bookstore where he got the book The Neverending Story in Mr. Coreander's shop. In Fantasia, Atreyu goes to find the riddle gate.
When Bastian learns that nothing in Fantasia can exist without a name, he enlists Marley and Lucas to help him get rid of Mr. Blank by deleting all references to him in the school. Meanwhile, Atreyu joins up with Fly Girl and heads to the Southern Oracle
Bastian is so caught up with the book that he neglects his school work and his chores around the house. In Fantasia, Atreyu meets Fly Girl and finds out the luckdragon is a flying machine flown by Fly Girl.
Twelve-year-old Bastian Balthazar Bux had lost the wonderful imagination he had as a child somewhere between growing older, watching TV, going to school and playing with his Gameboy. But when his mother dies suddenly, Bastian's limitless imagination is reborn. Bastian comes across a magical book, 'The Neverending Story,' in a curious little bookstore. Inspired by the book, Bastian creates an enchanted world called Fantasia, inhabited by dragons, dark knights and assorted heroes and villains.