Bastian returns to the land of Fantasia and reunites with Atreyu and meets a strange talking bird named Nimbly. Bastian discovers that Fantasia is once again in trouble, this time because of "the Emptiness" led by an evil sorceress Xayide and her army of robotic giants. The evil sorceress tries to persuade Bastian to forget about his mission to save Fantasia and urges him to make unneeded wishes, each wish causes Bastain to lose a memory, and with each memory he loses Fantasia falls further into the Emptiness.