he dewdrops on the orchids glistened in the morning sun as the caravan started out again. The night had been uneventful except that more and more emissaries kept trailing in. The procession now numbered close to three hundred.

The farther they went into the orchid forest, the stranger grew the shapes and colors of the flowers. And soon Hykrion, Hysbald, and Hydorn discovered that the fears which had led them to post sentries had not been entirely groundless. For many of the orchids were carnivorous and big enough to swallow a whole calf. True, they could not move of their own volition—it hadn’t been really necessary to post sentries—but if something or someone touched them, they snapped shut like traps. And several times when a blossom seized the hand, foot, or mount of a fellow traveler the knights were obliged to draw their swords and hack the blossom to pieces.

Throughout the ride Bastian was besieged by all sorts of fantastic creatures who tried to attract his attention or at least get a look at him. But Bastian rode on in withdrawn silence. A new wish had come to him, and for the first time it was one that made him seem standoffish and almost sullen.

He felt that despite their reconciliation, Atreyu and Falkor were treating him like a child, that they felt responsible for him and thought he had to be led by the nose. But come to think of it, hadn’t they been that way from the start? Oh yes, they were friendly enough, but they seemed to feel superior to him for some reason, to regard him as a harmless innocent who needed protecting. And that didn’t suit him at all. He wasn’t innocent, he wasn’t harmless, and he’d soon show them. He wanted to be dangerous, dangerous and feared. Feared by all—including Atreyu and Falkor.

The blue djinn—his name, incidentally, was Ilwan—elbowed his way through the crush around Bastian, crossed his arms over his chest, and bowed.

Bastian stopped.

“What is it, Ilwan? Speak!”

“My lord,” said the djinn in his eagle’s voice. “I’ve been listening in on the conversations of our new traveling companions. Some of them claim to know this part of the country and their teeth are chattering with fear.”

“What are they afraid of?”

“This forest of carnivorous orchids, my lord, belongs to Xayide, the wickedest and most powerful sorceress in all Fantastica. She lives in Horok Castle, also known as the Seeing Hand.”

“Tell the scaredy-cats not to worry,” said Bastian, “I’m here to protect them.”

Ilwan bowed and left him.

A little later Falkor and Atreyu, who had flown far ahead, returned to Bastian. The procession had stopped for the noon-day meal.

“I don’t know what to make of it,” said Atreyu. “Three or four hours’ journey from here, in the middle of the orchid forest, we saw a building that looks like a big hand jutting out of the ground. There’s something sinister about it, and it’s directly in our line of march.”

Bastian told them what he had heard from Ilwan.

“If that’s the case,” said Atreyu, “wouldn’t it be more sensible to change our direction?”

“No,” said Bastian.

“But there’s no reason why we should tangle with this Xayide. I think we should steer clear of her.”

“There is a reason,” said Bastian.

“What reason?”

“Because I feel like it,” said Bastian.

Atreyu looked at him openmouthed. The conversation stopped there because Fantasticans were crowding in from all sides to get a look at Bastian. But when the meal was over, Atreyu rejoined Bastian. Trying to make it sound casual, he suggested: “How about taking a ride with Falkor and me?”

Bastian realized that Atreyu wanted a private talk with him. They hoisted themselves up on Falkor’s back, Atreyu in front, Bastian behind him, and the dragon took off. It was the first time the two friends had flown together.

Once they were airborne, Atreyu said: “It’s been hard seeing you alone these days. But we have to talk things over, Bastian.”

“Just as I thought,” said Bastian with a smile. “What’s on your mind?”

Atreyu began hesitantly. “Have we come to this place and are we heading where we are because of some new wish of yours?”

“I imagine so,” said Bastian rather coldly.

“That’s what Falkor and I have been thinking,” said Atreyu. “What kind of wish is it?”

Bastian made no answer.

“Don’t get me wrong,” said Atreyu. “It’s not that we’re afraid of anything or anyone. But we’re your friends, and we worry about you.”

“No need to,” said Bastian still more coldly.

Falkor twisted his neck and looked back at them.

“Atreyu,” he said, “has a sensible suggestion. I advise you to listen to him, Bastian Balthazar Bux.”

“Some more of your good advice?” said Bastian with a sardonic smile.

“No, Bastian,” said Atreyu. “No advice. A suggestion. You may not like it at first. But think it over before you turn it down. We want to help you, and we’ve been wondering how. The whole trouble is the way the Childlike Empress’s amulet affects you. Without AURYN’s power you can’t wish yourself ahead, but with AURYN’s power you’re losing yourself and forgetting where you want to go. Pretty soon, unless we do something about it, you won’t have any idea where you’re going.”

“We’ve already been through that,” said Bastian. “So what?”

“When I was wearing the Gem,” said Atreyu, “it was entirely different. It guided me and it didn’t take anything away from me. Maybe because I’m not a human and I have no memory of the human world to lose. In other words, it helped me and did me no harm. So here’s what I suggest: Let me have AURYN and trust me to guide you. What do you say?”

Bastian replied instantly: “I say no!”

Again Falkor looked back.

“Couldn’t you at least think it over for a moment?”

“No!” said Bastian.

For the first time Atreyu grew angry.

“Bastian,” he said, “think sensibly! You can’t go on like this! Haven’t you noticed that you’ve changed completely? You’re not yourself anymore.”

“Thanks,” said Bastian. “Thank you very much for minding my business all the time. But frankly, I can get along without your advice. In case you’ve forgotten, I saved Fantastica, and Moon Child entrusted her power to me. She must have had some reason for it, because she could have let you keep AURYN. But she took it away from you and gave it to me. I’ve changed, you say. Yes, my dear Atreyu, you may be right. I’m no longer the harmless innocent you take me for. Shall I tell you the real reason why you want me to give up AURYN? Because you’re just plain jealous. You don’t know me yet, but if you go on like this—you’ll get to know me.”

Atreyu did not reply. Falkor’s flight had suddenly lost all its buoyancy, he seemed to be dragging himself through the air, sinking lower and lower like a wounded bird.

At length Atreyu spoke with difficulty.

“Bastian,” he said. “You can’t seriously believe what you’ve said. Let’s forget about it. As far as I’m concerned, you never said it.”

“All right,” said Bastian, “let’s forget it. Anyway, I didn’t start the argument.”

For a time they rode on in silence.

In the distance Horok Castle rose up from the orchid forest. It really did look like a giant hand with five outstretched fingers.

“But there’s something I want to make clear once and for all,” said Bastian suddenly. “I’ve made up my mind. I’m not going back at all. I’m going to stay in Fantastica for good. I like it here. So I can manage without my memories. And if it’s the future of Fantastica you’re worried about, I can give Moon Child thousands of new names. We don’t need the human world anymore.”

Falkor banked for a U-turn.

“Hey!” Bastian shouted. “What are you doing? Fly ahead! I want to see Horok close up!”

“I can’t,” Falkor gasped. “I honestly can’t go on!”

On their return to the caravan they found their traveling companions in a frenzy of agitation. They had been attacked by a band of some fifty giants, covered with black armor that made them look like enormous two-legged beetles. Many of the traveling companions had fled and were just beginning to return singly or in groups; others had done their best to defend themselves, but had been no match for the armored giants. The three knights, Hykrion, Hysbald, and Hydorn, had fought heroically, but without making a dent in any of their assailants. In the end they had been disarmed and dragged away in chains. One of the armored giants had shouted in a strangely metallic voice:

“Xayide, the mistress of Horok Castle, sends greetings to Bastian Balthazar Bux, the Savior of Fantastica, and makes the following demands: “Submit to me unconditionally and swear to serve me with body and soul as my faithful slave. Should you refuse, or should you attempt to circumvent my will by guile or stratagem, your three friends Hykrion, Hysbald, and Hydorn will die a slow, shameful, and cruel death by torture. You have until sunrise tomorrow to make up your mind.” That is the message of Xayide, the mistress of Horok Castle. It has been duly delivered.”

Bastian bit his lips. Atreyu and Falkor had wiped all expression off their faces, but Bastian knew exactly what they were thinking. What he minded most was their mask of secrecy. But this was hardly the time to have it out with them. That could wait. Instead, he addressed the company in a loud voice: “I will never give in to Xayide’s blackmail! We must set the prisoners free, and without delay.”

“It won’t be easy,” said Ilwan, the blue djinn with the eagle beak. “All of us together are no match for those black devils. And even if you, my lord, and Atreyu and his luckdragon were to lead us into battle, it would take us too long to capture Horok Castle. The lives of the three knights are in Xayide’s hands. She will kill them the moment she finds out that we are attacking.”

“Then we mustn’t let her find out,” said Bastian. “We must take her by surprise.”

“How can we do that?” asked the four-quarter troll, putting forward his angry face, which was rather terrifying. “Xayide is crafty. I’m sure she has an answer for anything we can think up.”

“I agree,” said the prince of the gnomes. “There are too many of us. If we move on Horok Castle, she’s sure to know it. Even at night so large a troop movement can’t be kept secret. She has her spies.”

“Good,” said Bastian. “We’ll fool her with the help of her spies.”

“How can we do that, my lord?”

“The rest of you will start off in a different direction, to make her think we’ve given up trying to free the prisoners and we’re running away.”

“And what will become of the prisoners?”

“I’ll attend to that with Atreyu and Falkor.”

“Just the three of you?”

“Yes,” said Bastian. “That is, if Atreyu and Falkor agree to come with me. If not, I’ll go alone.”

The traveling companions looked at him with admiration. Those closest to him passed his words on to those further back in the crowd.

“My lord,” the blue djinn cried out, “regardless of whether you conquer or die, this will go down in the history of Fantastica.”

Bastian turned to Atreyu and Falkor. “Are you coming, or have you got some more of your suggestions?”

“We’re coming,” said Atreyu.

“In that case,” Bastian decreed, “the caravan must start moving while it’s still light. You must hurry—make it look as if you were in flight. We’ll wait here until dark. We’ll join you tomorrow morning—with the three knights or not at all. Go now.”

After taking a respectful leave of Bastian, the traveling companions started out. Bastian, Atreyu, and Falkor hid in a clump of orchid trees and waited for nightfall.

In the late afternoon a faint jangling was heard and five of the black giants approached the abandoned camp. They seemed to be all of black metal, even their faces were like iron masks, and their movements were strangely mechanical. All stopped at once, all looked in the direction where the caravan had gone. Then without a word, all marched off in step.

“My plan seems to be working,” Bastian whispered.

“There were only five,” said Atreyu. “Where are the others?”

“The five are sure to communicate with the rest,” said Bastian.

At length, when it was quite dark, Bastian, Atreyu, and Falkor crept from their hiding place, and Falkor rose soundlessly into the air with his two riders. Flying as low as possible over the orchid forest to avoid being seen, he headed in the direction they had taken that afternoon. The darkness was impenetrable, and they wondered how they would ever find the castle. But a few minutes later Horok appeared before them in a blaze of light. There seemed to be a lamp in every one of its thousand windows. Evidently Xayide wanted her castle to be seen. But that was only reasonable, for she was expecting Bastian’s visit—a different sort of visit, to be sure.

To be on the safe side, Falkor glided to the ground among the orchids, for his pearly-white scales would have reflected the glow of the castle.

Under cover of the trees they approached. Outside the gate, ten of the armored guards were on watch. And at each of the brightly lit windows stood one of them, black, motionless, and menacing.

Horok Castle was situated on a rise from which the orchid trees had been cleared. True enough, it was shaped like an enormous hand. Each finger was a tower, and the thumb was an oriel surmounted by yet another tower. The whole building was many stories high, and the windows were like glittering eyes looking out over the countryside. It was known with good reason as the Seeing Hand.

“The first thing we have to do,” Bastian whispered into Atreyu’s ear, “is locate the prisoners.”

Atreyu nodded and told Bastian to stay there with Falkor. Then he crawled soundlessly away. He was gone a long time.

When he returned, he reported: “I’ve been all around the castle. There’s only this one entrance, and it’s too well guarded. But I’ve discovered a skylight high up at the tip of the middle finger that seems to be unguarded. Falkor could easily take us up there, but we’d be seen. The prisoners are probably in the cellar. At any rate, I heard a long scream of pain that seemed to come from deep down.”

Bastian thought hard. Then he whispered: “I’ll try to reach that skylight. Meanwhile you and Falkor must keep the guards busy. Make them think we’re trying to get in by the gate. But don’t do any more. Don’t get into a fight. Keep them here as long as you can. Give me a few minutes’ time before you do anything.”

Atreyu pressed his friend’s hand in silence. Then Bastian took off his silver mantle and slipped away through the darkness. He had almost circled the castle when he heard Atreyu shouting:

“Attention! Bastian Balthazar Bux, the Savior of Fantastica, is here. He has come not to beg Xayide for mercy, but to give her a last chance to release the prisoners. If she sets them free, her miserable life will be spared!”

Looking around the corner of the castle, Bastian caught a glimpse of Atreyu, who had put on the silver mantle and coiled his blue-black hair into a kind of turban. To anyone who didn’t know the two boys very well there was a certain resemblance between them.

For a moment the armored giants seemed undecided. Then Bastian could hear in the distance the metallic stamping of their feet as they rushed at Atreyu. The shadows in the windows also began to move as the guards left their posts to see what was going on. And many more of the armored giants poured out through the gate. When the first had almost reached Atreyu, he slipped nimbly away and a moment later appeared over their heads, riding Falkor. The armored giants brandished their swords and leapt high in the air, but they couldn’t reach him.

Bastian started climbing the wall. Here and there he was helped by outcroppings and window ledges, but more often he had to hold fast with his fingertips. Higher and higher he climbed; once the jutting stone he had set his foot on crumbled away and left him hanging by one hand, but he pulled himself up, found a hold for his other hand, and kept climbing. When at last he reached the towers he made better progress, for they were so close together that he could push himself up by bracing himself between them.

At length he reached the skylight and slipped through. True enough, there was no guard in the tower room, heaven knows why. Opening a door, he came to a narrow winding staircase and started down. When he reached the floor below, he saw two black guards standing at a window watching the excitement outside. He managed to pass behind them without attracting their notice.

On he crept, down more stairways, through passages and corridors. One thing was certain. Those armored giants might have been great fighters, but they didn’t amount to much as guards.

At last the cold and the musty smell told him he was in the cellar. Luckily all the guards seemed to have raced upstairs in pursuit of the supposed Bastian Balthazar Bux. Torches along the walls lit the way for him. Lower and lower he went. He had the impression that there were as many floors below the ground as above. Finally he came to the bottommost cellar and soon found the dungeon where Hykrion, Hysbald, and Hydorn were languishing. It was a pitiful sight.

They were hanging by their wrists over what seemed to be a bottomless pit. The

long iron chains that held them were connected by way of overhead rollers with a winch, but the winch was fastened with a great padlock and couldn’t be budged. Bastian stood perplexed.

The three prisoners’ eyes were closed. They seemed to be asleep or unconscious. Then Hydorn the Enduring opened his left eye and sang out: “Hey, friends. Look who’s here!”

The others managed to open their eyes and a smile crossed their lips.

“We knew you wouldn’t leave us in the lurch!” cried Hydorn.

“How can I get you down?” Bastian asked. “The winch is locked.”

“Just take your sword and cut the chains,” said Hysbald.

“And drop us into the pit?” said Hykrion. “That’s not such a good idea.”

“Anyway,” said Bastian, “I can’t draw my sword. I can’t use Sikanda unless it jumps into my hand.”

“That’s the trouble with magic swords,” said Hydorn. “When you need them, they go on strike.”

“Hey!” Hysbald whispered. “The guards had the key to that winch. Where could they have put it?”

“I remember a loose stone,” said Hykrion. “But I couldn’t see very well while they were hoisting me up here.”

Bastian looked and looked. The light was dim and flickering, but after a while he discovered a stone flag that was not quite even with the rest. He lifted it cautiously, and there indeed was the key.

He opened the big padlock and removed it from the winch. Then slowly he began to turn. It creaked and groaned so loud that the armored giants must have heard it by then if they weren’t totally deaf. Even so, there was nothing to be gained by stopping. Bastian went on turning until the three knights were level with the floor, though still over the pit. Then, after swinging them to and fro until their feet touched the ground, he let them down. They stretched out exhausted and showed no inclination to move. Besides, they still had the heavy chains on their wrists.

Bastian had little time to think, for metallic steps came clanking down the stone stairs. The guards! Their armor glittered in the torchlight like the carapaces of giant insects. All with the same movement, they drew their swords and rushed at Bastian.

Then at last Sikanda leapt from the rusty sheath and into his hand. With the speed of lightning the blade attacked the first of the armored giants and hacked him to pieces before Bastian himself knew what was happening. It was then that he saw what the giants were made of. They were hollow shells of armor. There was nothing inside! He had no time to wonder what made them move.

Bastian was in a good position, for only one giant at a time could squeeze through the narrow doorway of the dungeon, and one at a time Sikanda chopped them to bits. Soon their remains lay piled up on the floor like enormous black eggshells. After some twenty of them had been disposed of, the rest withdrew, evidently in the hope of waylaying Bastian in a position more favorable to themselves.

Taking advantage of the breathing spell, Bastian let Sikanda cut the shackles from the knights’ wrists. Hykrion and Hydorn dragged themselves to their feet and tried to draw their swords, which strangely enough had not been taken away from them, but their hands were numb from the long hanging and refused to obey them. Hysbald, the most delicate of the three, wasn’t even able to stand by himself. His two friends had to hold him up.

“Never mind,” said Bastian. “Sikanda needs no help. Just stay behind me and don’t get in my way.”

They left the dungeon, slowly climbed the stairs, and came to a large hall. Suddenly all the torches went out. But Sikanda shone bright.

Again they heard the heavy metallic tread of many armored giants.

“Quick!” cried Bastian. “Back to the stairs! This is where I’m going to fight!”

He couldn’t see whether the three knights obeyed his order and there was no time to find out, because Sikanda was already dancing in his hand. The entire hall was ablaze with its sharp white light. The assailants managed to push Bastian back from the top of the stairs and to attack him from all sides, yet not one of their mighty blows touched him. Sikanda whirled around him so fast that it looked like hundreds of swords. And a few moments later he was surrounded by a heap of shattered black armor in which nothing stirred.

“Come on up!” Bastian cried to his companions.

The three knights stood gaping on the stairs. Hykrion’s moustache was trembling. “I’ve never seen anything like it!” he cried.

“Something to tell my grandchildren!” Hysbald stammered.

“The only trouble,” said Hydorn mournfully, “is that they won’t believe you.”

Bastian stood there with sword in hand, wondering what to do next. Suddenly it sprang back into its sheath.

“The danger seems to be over,” he said.

“At least the part that calls for a sword,” said Hydorn. “What do we do now?”

“Now,” said Bastian, “I want to make this Xayide’s acquaintance. I’ve got a bone to pick with her.”

After climbing several more flights of stairs, Bastian and the knights reached the ground floor, where Atreyu and Falkor were waiting for them in a kind of lobby.

“Well done, you two!” cried Bastian, slapping Atreyu on the back.

“What’s become of the armored giants?” asked Atreyu.

“Hollow shells!” said Bastian contemptuously. “Where’s Xayide?”

“Up in her magic throne room,” answered Atreyu.

“Come along,” said Bastian, taking the silver mantle which Atreyu held out to him. And all together, including Falkor, they climbed the broad stairway leading to the upper floors.

When Bastian, followed by his companions, entered the magic throne room, Xayide arose from her red-coral throne. She was wearing a long gown of violet silk, and her flaming red hair was coiled and braided into a fantastic edifice. Her face and her long, thin hands were as pale as marble. There was something strangely disturbing about her eyes. It took Bastian a few moments to figure out what it was—they were of different colors, one green, one red. She was trembling, evidently in fear of Bastian. He looked her straight in the face and she lowered her long lashes.

The room was full of weird objects whose purpose it was hard to determine. There were large globes covered with designs, sidereal clocks, and pendulums hanging from the ceiling. There were costly censers from which rose heavy clouds of different-colored smoke, which crept over the floor like fog.

Thus far Bastian hadn’t said a word. That seemed to shatter Xayide’s composure, for suddenly she threw herself on the floor in front of him, took one of his feet and set it on her neck.

“My lord and master!” she said in a deep voice that sounded somehow mysterious. “No one in Fantastica can withstand you. You are mightier than the mighty and more dangerous than all the demons together. If you wish to take revenge on me for being too stupid to recognize your greatness, trample me underfoot. I have earned your anger. But if you wish once again to demonstrate your far-famed magnanimity, suffer me to become your obedient slave, who swears to obey you body and soul. Teach me to do what you deem desirable and I will be your humble pupil, obedient to your every hint. I repent of the harm I tried to do you and beg your mercy!”

“Arise, Xayide!” said Bastian. He had been very angry, but her speech pleased him. If she had really acted out of ignorance and really regretted it so bitterly, then it was beneath his dignity to punish her. And since she even wished to learn what he deemed desirable, he could see no reason to reject her plea.

Xayide arose and stood before him with bowed head. “Will you obey me unconditionally,” he asked, “however hard you may find it to do my bidding? Will you obey me without argument and without grumbling?”

“I will, my lord and master,” said Xayide. “You will see there is nothing we cannot accomplish if we combine my artifices and your power.”

“Very well,” said Bastian. “Then I will take you into my service. You will leave this castle and go with me to the Ivory Tower, where I am expecting to meet Moon Child.”

For a fraction of a second Xayide’s eyes glowed red and green, but then, veiling them with her long lashes, she said: “I am yours to command, my lord and master.”

Thereupon all descended the stairs. Once outside the castle, Bastian observed: “The first thing to do is find our traveling companions. Goodness knows where they are.”

“Not very far from here,” said Xayide. “I’ve led them slightly astray.”

“For the last time,” said Bastian.

“For the last time,” she agreed. “But how will we get there? Do you expect me to walk? Through the woods and at night?”

“Falkor will carry us,” said Bastian. “He’s strong enough to carry us all.”

Falkor raised his head and looked at Bastian. His ruby-red eyes glittered.

“I’m strong enough, Bastian Balthazar Bux,” boomed the bronze bell-like voice. “But I will not carry that woman.”

“Oh yes, you will,” said Bastian. “Because I command it.”

The luckdragon looked at Atreyu, who nodded almost imperceptibly. But Bastian had seen that nod.

All took their places on Falkor’s back, and he rose into the air.

“Which way?” he asked.

“Straight ahead,” said Xayide.

“Which way?” Falkor asked again, as if he hadn’t heard.

“Straight ahead!” Bastian shouted. “You heard her.”

“Do as she says,” said Atreyu under his breath. And Falkor complied.

Half an hour later—already the dawn was graying—they saw innumerable campfires down below and the luckdragon landed. In the meantime many more Fantasticans had turned up and a lot of them had brought tents. The camp, spread out on a wide, flower-strewn meadow at the edge of the orchid forest, looked like a tent city.

“How many are you now?” Bastian asked.

Ilwan, the blue djinn, who had taken charge of the caravan in Bastian’s absence, replied that he had not yet been able to make an exact count, but that he guessed there were close to a thousand. “And there’s something else to report,” he added. “Something rather strange. Soon after we pitched camp, shortly before midnight, five of those armored giants appeared. But they were peaceful and they’ve kept to themselves. Of course, no one dared to go near them. They brought a big litter made of red coral. But it was empty.”

“Those are my carriers,” said Xayide in a pleading tone to Bastian. “I sent them ahead last night. That’s the pleasantest way to travel. If it does not displease you, my lord.”

“I don’t like the look of this,” Atreyu interrupted.

“Why not?” said Bastian. “What’s your objection?”

“She can travel any way she likes,” said Atreyu drily. “But she wouldn’t have sent her litter here last night if she hadn’t known in advance that she’d be coming here. She had planned the whole thing. Your victory was really a defeat. She purposely let you win. That was her way of winning you over.”

“Enough of this!” cried Bastian, purple with anger. “I didn’t ask for your opinion. You make me sick with your lecturing. And now you question my victory and ridicule my magnanimity.”

Atreyu was going to say something, but Bastian screamed at him: “Shut up and leave me be! If the two of you aren’t satisfied with what I do and the way I am, go away. I’m not keeping you. Go where you please! I’m sick of you!”

Bastian folded his arms over his chest and turned his back on Atreyu. The Fantasticans who had gathered around were dumbfounded. For a time Atreyu stood silent. Up until then Bastian had never reprimanded him in the presence of others. He was so stunned he could hardly breathe. He waited a while, then, when Bastian did not turn back to him, he slowly walked away. Falkor followed him.

Xayide smiled. It wasn’t a pleasant smile.

In that moment, Bastian’s memory of having been a child in his world was effaced.