From IMDB, "A young orphan who lives with her grandmother in a large Virginian home infatuates herself with the voices of Joan d'Arc. Her nanny seeks out the help of a rich suitor (David Lynch's first real acting role) to take her and the orphan away when she realizes that the often cruel grandmother cannot offer the orphan the love that she needs. Ends with an unpredictable plot twist."

Once again, Bastian is transported to the world of Fantasia which he recently managed to save from destruction. However, the land is now being destroyed by an evil sorceress, Xayide, so he must join up with Atreyu and face the Emptiness once more.