A young boy with a distant father enters a world of make-believe and magic through a portal within an antique book.

Bastian's Mother: [Nimbly is viewing a memory that Bastian just lost] Don't be afraid, Bastian. We are all a part of a never ending story.
Bastian Bux: We are? Even when we die?
Bastian's Mother: Yes, Bastian. We are.
Nimbly: [on the verge of tears] That's good to know.
Bastian Bux: All right, Xayide. I will make my last wish. I wish... for you to have a heart!
Atreyu: Bastian made a wish, didn't he?
Falkor: He gave up a very special memory.
Atreyu: [to Bastian] Your mother would've been proud.
Bastian Bux: [confused] Who?
Atreyu: Falkor, you shouldn't have let him!
Atreyu: Is Bastian's so clever, why can't he see what's happening to him?
Falkor: Bastian is losing himself with every wish.
Atreyu: He must be stopped, or Fantasia is lost!
[Bastian, who is invisible, quietly approaches them]
Atreyu: I'll take Auryn away from him - by force if necessary. He can't be allowed to make one more wish. I'll have to do it tonight. Tomorrow we might all be prisoners of Xayide.
[Bastian quickly leaves]
Falkor: Now, Atreyu, don't go to him in anger; go and warn him. He's your friend, is he?
Atreyu: You're right. He is my friend.
[Falkor smiles]
Bastian's Father: [reading that Bastian has mounted and attempted to direct Artax] My son on a horse? He can't ride a horse!
Falkor: Well, from what you tell me, the Emptiness has found its way into Bastian's head.
Atreyu: It's Auryn, isn't it? It works differently with humans than with us.
Falkor: Because humans need memories.
Atreyu: [goes stunned] So what I saw... was a memory!
Bastian Bux: [after trying to talk to giants] I like to read... you're probably not to interested in the subject. You probably hate books!
[runs for his life]
Atreyu: [as they reach the castle] Do you remember what to say?
Bastian Bux: Yeah.
Atreyu: Make it loud.
Bastian Bux: [quietly] The Earthling, Bastian Balthazar Bux, and Atreyu, the warrior from the Great Plains...
Atreyu: [curiously] Is that what you call 'loud' in your world?
Bastian Bux: [shouts louder] The Earthling, Bastian Balthazar Bux, and Atreyu, the warrior from the Great Plains, demand to see the master of this castle!
Atreyu: That should get somebody's attention.
[huge rumbling occurs]
Bastian Bux: Guess whose? Atreyu, they make strong in Fantasia, don't they?
[Xayide looks into Bastian's memory, she sees a window get broken]
Bastian Bux: The window got broke! I didn't do it!
Bastian's Father: Do lie to me!
[she then sees Bastian's father leave]
Bastian Bux: You promised to take me swimming! You promised!
Bastian's Father: Something's come up.
Bastian Bux: I HATE YOU!
Xayide: [thinking] So that's what humans remember.
Nimbly: [quietly, to himself] That's a memory Bastian has lost.
Bastian Bux: Thief!
Atreyu: I've come to warn you!
Bastian Bux: Liar!
Atreyu: Don't you EVER say that to me!
Bastian Bux: But it's the truth! You're jealous because I have Auryn and you've come to take it away from me!
Atreyu: No, I have not!
Bastian Bux: I overheard you talking to Falkor, so don't even try to make excuses!
Atreyu: You've gone mad, Bastian! Give me Auryn!
Bastian Bux: [holds it] She wants ME to have it. You don't understand nothing. Why don't you just go back and play with your buffaloes, country boy!
Atreyu: Why don't you go back and play hero in your own world, Earthling!
[he pauses]
Atreyu: Bastian, every time you use Auryn, you lose one of your memories. Xayide has a - a machine that collects them.
Bastian Bux: [in disbelief] I would've seen it! I've been in the...
Atreyu: I have seen it - it is in the roof of the Xobile. A few more wishes, and the Emptiness will possess you! Now, give me Auryn before it's too late.
Bastian Bux: Take it if you can.
[Atreyn and Bastian get in a severe struggle until Bastian pushes Atreyn down to the ground, Bastian sees this in shock]
Bastian Bux: YOU BROUGHT THIS ON YOURSELF!
Bastian Bux: Atreyu, get real.
Atreyu: But I am real. What do you mean by "getting real?"
Bastian Bux: Nothing. It's a joke.
Atreyu: Being real is a joke in your world?
Bastian Bux: I wish for the most horrifying flying dragon in the history of Fantasia!
[as he's speaking, the dragon slowly appears behind him]
Bastian Bux: I wish him to be red. No, no, green! I wish he can fly as fast as the concord and stink so bad that he makes us sick. And he breathes fire. I'll call him Smurg.
Nimbly: Maybe you should wish for some modifications.
Bastian Bux: [turns around and sees the dragon] Oh, no!
Xayide: [watching from her castle] Oh, yes!
Trainer: [Bastian won't jump off the high diving board] What's the matter?
Bastian Bux: I've got a cramp.
Trainer: High wimp factor, Bastian.
Rockbiter: Bastian, in your world, if the Neverending Story is fading, no child will ever know about Junior.
Atreyu: They will never ride the prairie with me?
Falkor: And they'll never ride through the clouds with me?
Rockbiter: If humans forget about us, nobody will think of fun things for Junior to do.
Bastian Bux: NO!
[Bastian goes silent for a few seconds]
Bastian Bux: We won't let that happen.
The Childlike Empress: You have found the only wish powerful enough to save us, Bastian. The emptiness cannot be destroyed; it had to be filled with love.
Bastian Bux: [takes off the Auryn and gives it to her] And Auryn?
The Childlike Empress: Is only a mirror of what's inside of you, Bastian. Courage comes from the heart; not from symbols.
Bastian Bux: [when Smerg is hit by an fire arrow from Horok] Smerg got zapped!
Rockbiter: Junior, when are you ever going to learn the difference between a rock and a nose?
Mudwart: You've just taught some giants how to swim, earthling.
Bastian Bux: You going out tonight?
Bastian's Father: Yeah, uh, technical sales staff seminar. Listen...
Bastian Bux: [sarcastically] Is Miss Station Wagon going to pick you up again?
Bastian's Father: Why do you say that?
Bastian Bux: [hesitates] The tie.
Bastian's Father: Oh, uh, yeah. Well, dressing is common courtesy, Bastian. I mean I - something you ought to learn, by the way. Look at that old rag you're wearing.
Bastian Bux: [feeling hurt from what he said] I like it!
Bastian's Father: Well, I don't.
Bastian Bux: Mom made it.
[His father stares at him]
Bastian Bux: [looking sad] You don't remember, do you?
[a car horn is heard]
Bastian's Father: Gotta go.
[His father quickly leaves]
Nimbly: [after Bastian leaves to get to Falkor] Who told the boy?
Tri Face: It's all Nimbly's fault! He's always hanging around the machine!
Nimbly: [sarcastically] Oh, thanks for nothing! It's always nice to have someone you can count on!
Xayide: I do the counting around here.
[Nimbly squawks at Tri Face in anger]
Tri Face: No, it's your fault!
Xayide: One...
[Bastian gets ready to jump the cliff with Artax]
Xayide: ...two...
[she rises her hand and unleashes energy]
Xayide: ...THREE!
[she sends her energy at Bastian making him fall in the raging river]
Atreyu: We need weapons.
Bastian Bux: I wish for... a spray can!
[a can appears in his hand]
Atreyu: That's a weapon in your world?
Bastian Bux: Yeah. People use it against walls.
Atreyu: Those walls must be dangerous.
Xayide: It's time.
Nimbly: [quietly, to himself as he looks at the machine] Time to choose sides...
Bastian Bux: You saved my life, Atreyu.
Atreyu: Yes. But you would have done the same for me.
Bastian Bux: [after a pause] Sure.
[Nimbly makes sounds to wake Bastian up, Bastian wakes up and gasps seeing him]
Nimbly: Wait, Mr. Bastian, wait! I'm not going to hurt you! I've come to help you.
Bastian Bux: [pants] You don't give up, do you? You expect me to believe you?
Nimbly: Yes, Mr. Bastian, you have to. I saw... one of your memories... and it made me feel something. I learned that we're all part of a never-ending story. Bastian, try to remember it. Unless you stop Xayide, the story will end. That's why I'm here.
Bastian Bux: Tell me where I can find Falkor.
Nimbly: At the Silver City, but you won't like what you see.
Bastian Bux: [goes lost for words] How do I get there?
Nimbly: Behind those rocks, you find a path through the mountains. One the other side, keep the sun on your back; follow your shadow for half a day. Don't turn round, the Emptiness will be on your heels.
Bastian Bux: Come with me.
Nimbly: [nervously] I got the part of a spy in the story, Mr. Bastian. And he who spies and flies away lives to spy another day.
[Nimbly goes still then flies off]
Nimbly: Hurry, Mr. Bastian! Keep the sun on your back!
[Bastian's father sees Mr. Koreander's bookstore completely barren]
Bastian's Father: [to a policeman, furiously] There was no "For Sale" sign this morning!
[he bangs on the door in fury]
Bastian's Father: This is one sophisticated operation, I'm telling you. This morning, this place was filled with books - wall to wall!
[the policeman looks inside]
Police Officer: Looks like there hasn't been a bookstore here for a long time. Are you sure this is the right address.
Bastian's Father: I am not the kind of person to make things up! Look, I'm an engineer, all right! What I see is what I see... when I...
[he goes lost for words]
Police Officer: [leaves] We'll do what we can, Mr. Bux.
[Bastian's father goes puzzled]
Bastian's Father: Do you know Bastian Bux?
Koreander: Do you ever know anybody?
Bastian Bux: [after the dragon has escaped] What are we gonna do?
Atreyu: Chase it!
Falkor: Chase? Did somebody say chase?
Bastian Bux: Mr. Koreander?
Koreander: Huh?
Bastian Bux: Do you carry how-to books?
Koreander: How-to books? Does this place look like a supermarket? If you want advice on how to buy real estate or housebreak your goldfish, go to the video store down the street.
Bastian's Father: [Koreander's address, which he claims he found in the book's jacket, can now be found by neither of them] I'm an engineer. I see what I see when I see it.
Koreander: Well, that's an interesting concept.
Bastian's Father: My son has been missing since last night.
Koreander: [takes the book in his hand] That's pretty heavy reading for a boy. Maybe you'll find an explanation for your son's disappearance *inside*.
Bastian Bux: [holds up a hand] Give me five.
Atreyu: Five what?
Bastian Bux: Forget it.
Bastian Bux: I can tell when someone lies to me.
Atreyu: And I can tell when someone is up to no good.
Rockbiter Junior: [holds up a rock] Is that yum-yum rockie?
Bastian Bux: Falkor, look! The castle that looks like a hand!
Falkor: A very mean hand.
Atreyu: Now's your chance. Go!
Bastian Bux: [referring to the giants] But what about them?
Atreyu: It's a good day to die.
Bastian Bux: Please don't say that.
Koreander: [spotting Bastian with the book] Put it back!
[Bastian jumps and ends up slamming the book shut]
Koreander: That book has too much on you.
Bastian Bux: But it's "The NeverEnding Story." I've already read it.
Koreander: Ahh, but have you ever read a book twice? Books change each time you read them.
Xayide: [Bastian goes to talk to Atreyu outside the balloon] Don't be long, Bastian! You will catch a cold!
Bastian Bux: [climbing up the castle wall] I wish for another step! And another one! And another!
Xayide: [watching the Ivory Tower, thinks] You're fighting a losing battle, Childlike Empress. Soon, your slick little castle will be as dark as mine.