Bastian racked his brains, but about those things he could remember nothing more. He had forgotten everything connected with the fact that he had once been fat and weak and cowardly. His memory had been broken into bits, and the bits seemed as vague and far away as if they had concerned an entirely different person.

  Atreyu asked for other memories, and Bastian spoke about the days when his mother was still alive, about his father and his home, about school and the town he lived in—as much as he remembered.

  The three knights had fallen asleep, and Bastian was still talking. It surprised him that Atreyu should take such an interest in the most everyday happenings. Maybe it was because of the way Atreyu listened that these everyday things took on a new interest for Bastian, as though they contained a secret magic that he had never noticed before.

  At last he ran out of memories. It was late in the night, the fire had died down. The three knights were snoring softly. Atreyu sat there with his inscrutable look, as though deep in thought.

  Bastian stretched out, wrapped himself in his silver mantle, and had almost fallen asleep when Atreyu said softly: “It’s because of AURYN.”

  Bastian propped his head on his hand and looked sleepily at his friend.

  “What do you mean by that?”

  “The Gem,” said Atreyu, as though talking to himself, “doesn’t work the same with humans as with us.”

  “What makes you think that?”

  “The amulet gives you great power, it makes all your wishes come true, but at the same time it takes something away: your memory of your world.”

  Bastian thought it over. He didn’t feel as if anything had been taken away from him.

  “Grograman told me to find out what I really wanted. And the inscription on AURYN says the same thing. But for that I have to go from one wish to the next without ever skipping any. That’s why I need the Gem.”

  “Yes,” said Atreyu. “It gives you the means, but it takes away your purpose.”

  “Oh well,” said Bastian, undismayed. “Moon Child must have known what she was doing when she gave me the amulet. You worry too much, Atreyu. I’m sure AURYN isn’t a trap.”

  “No,” said Atreyu. “I don’t think so either.”

  And after a while he added: “Anyway, it’s good we’re looking for the way back to your world. We are, aren’t we?”

  “Oh yes,” said Bastian, already half asleep.

  In the middle of the night he was awakened by a strange sound. He had no idea what it was. The fire had gone out and he was lying in total darkness. Then he felt Atreyu’s hand on his shoulder and heard him whisper: “What’s that?”

  “I don’t know,” Bastian whispered back.

  They crept to the mouth of the cave and listened.

  A great many creatures seemed to be trying to fight back their sobs. There was nothing human about it, and it didn’t sound like animals in pain. Starting as a whisper, it swelled to a sigh, then ebbed and rose, ebbed and rose. Never had Bastian heard anything so mournful.

  “If at least we could see something,” Atreyu whispered.

  “Wait,” said Bastian. “I’ve got Al Tsahir.”

  He took the glittering stone from his pocket and held it high. It gave hardly more light than a candle, but in its faint glow, the friends saw enough to make their skin crawl with horror.

  The whole glen was alive with hideous, foot-long worms, who looked as if they had been wrapped in soiled rags. Slimy little limbs protruded from the folds in their skin. At one end, two lidless eyes peered out from under the rags, and from every eye flowed tears. Thousands of tears. The whole glen was wet with them.

  The moment the light from Al Tsahir hit them, the creatures froze, and the friends were able to see what they had been doing. At the center of the glen stood a tower of the finest silver filigree—more beautiful and more valuable than any building Bastian had seen in Amarganth. Some of the wormlike creatures had evidently been climbing about on the tower, joining its innumerable parts. But at present they all stood motionless, staring at the light of Al Tsahir.

  A ghoulish whisper passed over the glen: “Alas! Alas! What light has fallen on our ugliness? Whose eye has seen us? Cruel intruder, whoever you may be, have mercy, take that light away.”

  Bastian stood up.

  “I am Bastian Balthazar Bux. Who are you?”

  “We are the Acharis. We are the unhappiest beings in all Fantastica.”

  Bastian said nothing and looked in dismay at Atreyu.

  “Then,” he said, “it’s you who created Amarganth, the most beautiful city in Fantastica?”

  “Yes!” the creatures cried. “But take that light away! And don’t look at us! Have mercy!”

  “And with your weeping you made Moru, the Lake of Tears?”

  “Master,” they groaned, “it’s true. But we’ll die of shame and horror if you make us stand in this light. Why must you add to our torment? We’ve never done anything to you.”

  Bastian put Al Tsahir back in his pocket and again the night was as black as pitch.

  “Thank you!” cried the mournful voices. “Thank you for your merciful kindness.”

  “I want to talk with you,” said Bastian. “I want to help you.”

  He was almost sick with disgust, but he felt very sorry for the poor things. It was clear to him that they were the creatures he had mentioned in his story about the origin of Amarganth, but here again he couldn’t be sure whether they had always been there or whether they owed their existence to him. In the latter case, he was responsible for their misery. But either way he was determined to help them.

  “Oh, oh!” the plaintive voices whimpered. “No one can help us.”

  “I can,” said Bastian. “I have AURYN.”

  At that, they all seemed to stop weeping at once.

  “Where have you come from?” Bastian asked.

  A chorus of many voices whispered: “We live in the lightless depths of the earth to hide our ugliness from the sun, and there we weep all day and all night. Our tears wash the indestructible silver out of the bedrock, and from it we spin the filigree you have seen. On the darkest nights we mount to the surface, and these caves are our coming-out places. Up here we join together the sections we’ve made down below. We’ve come tonight because it was dark enough for us to work without seeing one another. We work to make amends to the world for our ugliness, and that comforts us a little.”

  “But you’re not to blame for your ugliness,” said Bastian.

  “Oh, there are different ways of being to blame,” the Acharis replied. “In what you do. In what you think . . . We’re to blame for just living.”

  “How can I help you?” Bastian asked. He felt so sorry for them that he could hardly hold back his own tears.

  “Ah, great benefactor!” the Acharis cried. “You’ve got AURYN. With AURYN you can save us—we have only one thing to ask of you. Give us different bodies!”

  “Don’t worry,” said Bastian. “I will. Here’s my wish: That you shall fall asleep. That when you wake up, you shall crawl out of your skins and turn into bright-colored butterflies. That you shall be lighthearted and happy. And that, beginning tomorrow, you shall no longer be the Acharis, the Everlasting Weepers, but the Shlamoofs, the Everlasting Laughers.”

  Bastian awaited their answer, but no sound came from the darkness.

  “They’ve fallen asleep,” Atreyu whispered.

  The two friends went back into their cave. Hysbald, Hydorn, and Hykrion were still snoring gently. They had slept through the whole incident.

  Bastian lay down. He was extremely pleased with himself.

  Soon all Fantastica would learn of the good deed he had done. It had really been unselfish, since no one could claim that he had wished anything for himself. There would be nothing to mar the glory of his goodness.

  “What do you think, Atreyu?” he whispered.

  Atreyu was silent for a while. Then he replied: “I only wonder what it may have cost you.”
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  Not until somewhat later, after Atreyu had fallen asleep, did it dawn on Bastian that his friend had been referring, not to his self-abnegation, but to his loss of memory. But he gave the matter no further thought and fell asleep in joyful anticipation of the morrow.

  The next morning the three knights woke him up with their cries of amazement.

  “Would you look at that! My word, even my old mare is giggling.”

  They were standing in the mouth of the cave, and Atreyu was with them. But Atreyu wasn’t laughing.

  Bastian got up and went out.

  The whole glen was crawling and flitting and tumbling with the most comical little creatures he had ever seen. They all had bright-colored butterfly wings on their backs and were wearing the weirdest outfits—some checkered, some striped, some ringed, some dotted. All their clothes looked either too loose or too tight, too big or too small, and they were pieced together every which way. Nothing was right and there were patches all over, even on the wings. No two of these creatures were alike. They had faces like clowns, splotched with every imaginable color, little round red noses or absurdly long ones, and enormous rubbery mouths. Some wore top hats, others peaked caps. Some had only three brick-red tufts of hair, and some had shiny bald heads. Most were sitting or hopping about on the delicate filigree tower, or dangling from it, doing gymnastics, and in general doing their best to wreck it.

  Bastian ran out to them.

  “Hey, you guys!” he shouted. “Cut that out! You can’t do that!”

  The creatures stopped and looked down at him.

  One at the very top of the tower asked: “What did he say?”

  And one from further down replied: “The whatchamaycallim says we can’t do

  this.”

  “Why does he say we can’t do it?” asked a third.

  “Because you just can’t!” Bastian screamed. “You can’t just smash everything up!”

  “The whatchamaycallim says we can’t smash everything up,” the first butterfly-clown informed the others.

  “We can too!” said another, tearing a big chunk out of the tower.

  Hopping about like a lunatic, the first called down to Bastian: “We can too!”

  The tower swayed and creaked alarmingly.

  “Hey, what are you doing?” Bastian shouted. He was angry and he was frightened, but at the same time he had all he could do to keep from laughing.

  The first butterfly-clown turned to his companions. “The whatchamaycallim wants to know what we’re doing.”

  “What are we doing?” asked another.

  “We’re having fun,” said a third.

  “But the tower will collapse if you don’t stop!” Bastian screamed.

  “The whatchamaycallim,” the first clown informed the others, “says the tower will collapse if we don’t stop.”

  “So what?” said another.

  And the first called down: “So what?”

  Bastian was speechless, and before he could find a suitable answer, all the butterfly-clowns on the tower began to do a sort of aerial round dance. But instead of holding hands they grabbed one another by the legs or collars, while some simply whirled head over heels through the air. And all bellowed and laughed.

  The act that the winged creatures were putting on was so light-hearted and comical that Bastian gave up trying to hold back his laughter.

  “But you can’t do that,” he called to them. “The Acharis made it and it’s beautiful.”

  The first butterfly-clown turned back to the others. “The whatchamaycallim says we can’t do it.”

  “We can do anything that’s not forbidden!” cried another, turning somersaults in the air. “And who’s going to forbid us? We’re the Shlamoofs!”

  “Who’s going to forbid us anything?” all cried in chorus. “We’re the Shlamoofs!”

  “I am!” cried Bastian.

  “The whatchamaycallim,” the first clown explained to the others, “says ‘I’.”

  “You?” said the others. “How can you forbid us anything?”

  “No,” said the first. “Not I. The whatchamaycallim says ‘he’.”

  “Why does the whatchamaycallim say ‘he’?” the others wanted to know. “And who is he saying ‘he’ to in the first place?”

  “Who are you saying ‘he’ to?” the first butterfly-clown called down to Bastian.

  “I didn’t say ‘he’,” Bastian screamed, half fuming, half laughing. “I said I forbid you to wreck this tower.”

  “He forbids us,” said the first clown to the others, “to wreck this tower.”

  “Who does?” inquired one who had just turned up from the far end of the glen.

  “The whatchamaycallim,” the others replied.

  “I don’t know any whatchamaycallim,” said the newcomer. “Who is he anyway?”

  The first sang out: “Hey, whatchamaycallim, who are you anyway?”

  “I’m not a whatchamaycallim,” said Bastian, who by then was moderately angry. “I’m Bastian Balthazar Bux, and I turned you into Shlamoofs so you wouldn’t have to cry and moan the whole time. Last night you were still miserable Acharis. It wouldn’t hurt to show your benefactor some respect.”

  The Shlamoofs all stopped hopping and dancing at once and stood gaping at Bastian. A breathless silence fell.

  “What did the whatchamaycallim say?” whispered a butterfly-clown at the edge of the crowd, but his next-door neighbor cracked him on the head so hard that his hat slid down over his eyes and ears, and all the others went: “Psst!”

  “Would you be so kind as to repeat all that very slowly and distinctly,” the first butterfly-clown requested.

  “I am your benefactor!” cried Bastian.

  This threw the Shlamoofs into an incredible state of agitation. One passed the word on to the next and in the end the innumerable creatures, who up until then had been scattered all over the glen, gathered into a knot around Bastian, shouting in one another’s ears.

  “Did you hear that? He’s our bemmafixer! His name is Nastiban Baltebux! No, it’s Buxian Banninector. Rubbish, it’s Saratit Buxibem! No, it’s Baldrian Hix! Shlux! Babeltran Billy-scooter! Nix! Flax! Trix!”

  Beside themselves with enthusiasm, they shook hands all around, tipped their hats to one another, and raised great clouds of dust by slapping one another on the back or belly.

  “We’re so lucky!” they cried. “Three cheers for Buxifactor Zanzibar Bastelben!”

  Screaming and laughing, the whole great swarm shot upward and whirled away. The hubbub died down in the distance.

  Bastian stood there hardly knowing what his right name was. By that time he wasn’t so sure he had really done a good deed.

  unbeams were fighting their way through the cloud cover as the travelers started out that morning. At last the rain and wind had let up. In the course of the morning the travelers ran into two or three sudden showers, but then there was a marked improvement in the weather, and it seemed to grow warmer by the minute.

  The three knights were in a merry mood; they laughed and joked and played all sorts of tricks on one another. But Bastian seemed quiet and out of sorts as he rode ahead on his mule. And the knights had far too much respect for him to break in on his thoughts.

  The rocky high plateau over which they were riding seemed endless. But little by little the trees became larger and more frequent.

  Atreyu had noticed Bastian’s bad humor. When he and Falkor started on their usual reconnaissance flight, he asked the luckdragon what he could do to cheer his friend up. Falkor rolled his ruby-red eyeballs and answered: “That’s easy—didn’t he want to ride on me?

  When some time later the little band rounded a jutting cliff, they found Atreyu and the luckdragon lying comfortably in the sun.

  Bastian looked at them in amazement.

  “Are you tired?” he asked.

  “Not at all,” said Atreyu. “I just wanted to ask if you’d let me ride Yikka for a while. I’ve never ridden a mule. It must be
wonderful, because you never seem to get sick of it. I’ll lend you my old Falkor in return.”

  Bastian flushed with pleasure.

  “Is that true, Falkor?” he asked. “You wouldn’t mind carrying me?”

  “Of course not, all-powerful sultan,” said the dragon with a wink. “Hop on and hold tight.”

  Without touching the ground, Bastian vaulted directly from mule to dragon back and clutched the silvery-white mane as Falkor took off.

  Bastian hadn’t forgotten how Grograman had carried him through the Desert of Colors. But riding a white luckdragon was something else again. If sweeping over the ground on the back of the fiery lion had been like a cry of ecstasy, this gentle rising and falling as the dragon adjusted his movements to the air currents was like a song, now soft and sweet, now triumphant with power. Especially when Falkor was looping the loop, when his mane, his fangs, and the long fringes on his limbs flashed through the air like white flames, it seemed to Bastian that the winds were singing in chorus.

  Toward noon they sighted the others and landed. The ground party had pitched camp beside a brook in a sunlit meadow. There was a flatbread to eat and a kettle of soup was cooking over a wood fire. The horses and the mule were grazing nearby.

  When the meal was over, the three knights decided to go hunting, for supplies, especially of meat, were running low. They had heard the cry of pheasants in the thicket, and there seemed to be hares as well. Knowing the Greenskins to be great hunters, they asked Atreyu to join them, but he declined. Thereupon the knights took their long bows, buckled on their quivers full of arrows, and went off to the woods.

  Atreyu, Falkor, and Bastian stayed behind.

  After a short silence, Atreyu suggested: “How about telling us a little more about your world, Bastian?”

  “What would interest you?” Bastian asked.

  Atreyu turned to the luckdragon: “What do you say, Falkor?”