The last unicorn, unaware that she is the last, lives in the woods, where the snow never falls, nor the leaves, where it is always spring. One day she overhears two hunters, "Stay where you are, poor beast! This is no world for you, for you are the last", and learns that she is the last unicorn. "I am the only unicorn there is? The last?", she wonders, "there has never been a time without unicorns, we live forever. We are as old as the sky, old as the moon." at that point a butterfly swoops in singing. The unicorn asks of him, "butterfly, in all your wanderings, have you seen others like me? Have you seen even one?" the butterfly replies merely with more singing. But, eventually he stops and says to the unicorn "You can find the others if you are brave. They passed down all the roads long ago, and the Red Bull ran close behind them and covered their footsteps." The unicorn decides she must go, she must find the others, she must be brave.

This begins the unicorns journey to find the other unicorns. As she is travelling, a caravan comes upon her. This is Mommy Fortuna's Midnight Carnival. She spies the sleeping unicorn, and quietly, casts a spell on her, creating a blue horn on the unicorns brow, in front of her real horn. she is then loaded into the last cage and taken away. She awakes to find her self a spectacle in Mommy Fortuna's Midnight Carnival. The young man from the night before sneaks up to her cage and introduce's himself as Schmendrick the magician and promises to help her get away. He sneaks up to her cage that night and tries to break her out using magick to break the spell on the cage, but with no luck. Schmendrick instead produce's a ring of keys, "My dear, you deserve the services of a great wizard, but I'm afraid you'll have to be glad of the aid of a second-rate pickpocket." The lock laughs when he inserts the key and says in Mommy's voice "Some magician! Some magician!" But the unicorn is now free and the blue horn on her head disapears. She then goes around, freeing all the other animals and as they are set free, their true forms can be seen as Mommy's spell is lifted. She walks toward the harpy's cage to free her when Schmendrick yells "No, she'll kill you! Run, she'll kill you if you set her free!" But the unicorn sets her free despite Schmendrick's warning. As she flies free, she turns and lunges down at the unicorn and misses, circles and lunges again, this time at Mommy Fortuna. She laughs and opens her arms wide "Not alone! You never could have freed yourselves alone! I held you!" The harpy attacks and feasts on her body. The unicorn begins to walk away slowly as Schmendrick yells at her to run. She keeps her pace and says "Don't look back, and don't run. You must never run from anything immortal, it attracts their attention." The two walk away.

Schmendrick joins the unicorn in her search for the red bull and king haggard. As they are travelling, a band of outlaws comes upon them. Schmendrick tells the unicorn to hide as he climbs into a tree. They spot him and take him as a prisoner back to their camp. There Schmendrick meets captian Cully and Molly Grue. As a diversion in order to escape, he conjures up images of Robin Hood and his merry men, and the troop of outlaws go running after them into the woods, all but captian Cully who says to Schmendrick "That was a dangerous diversion, Sir Sorceror.". As as result of his trick, Schmendrick is then tied to a tree. He tries to use magick to free himself from the tree, but instead ends up making the tree come alive and having it fall in love with him, "Oh, I love you. Always, always. Faithfulness beyond any man's deserving. I will keep the color in your eyes when no other in the world remembers your name. There is no immortality but a tree's love." The unicorn comes at his calls of distress and releases him. As the ropes are cut away, the tree returns back to it's former state. As they are walking away, they come upon Molly Grue who asks "Leaving us so early, magician?" She then spies the unicorn, who has tried to hide in the bushes, But Molly Grue had already seen her. She gasps, "No. Can it truly be? Where have you been? Where have you been? Damn you, where have you been?! Oh? And where were you twenty years ago, ten years ago? Where were you when I was new? When I was one of those innocent, young maidens you always come to? How dare you, how dare you come to me now, when I am this?" she cries. She is told by Schmendrick that she is the last unicorn, "It would be the last unicorn in the wourld that came to Molly Grue." and that they are on a quest to King haggards country to find the red bull. Molly joins their quest and leads them to King Haggards country.

They camp just outside King Haggards castle and are awakened in the middle of the night by strange lights. They wake to find the red bull chasing the unicorn. Molly Grue screams at Schmendrick to do something, as the red bull is winning the chase and is forcing the unicorn towards Haggards castle. The unicorn loses the chase and begins to walk towards the castle, her head down. Schmendrick uses his magick, saying "Magic, magic, do as you will," as streams of power flow from his finger tips to the unicorn. She begins to change into the shape of a girl with long, white blond hair and the shape of a star on her forhead. No longer a unicorn, the bull is no longer interested in her and runs off. Molly runs to her side, screaming at Schmendrick "What have you done? What have you done?!" The girl wakes and says to Schmendrick "What have you done to me? I'm a unicorn! I'm a unicorn!" Schmendrick tries to re-assure her saying, "Be still! The magic knew what it was doing. In this shape alone you have some hope of reaching King Haggard and finding out what has become of the other unicorns." But the unicorn in inconsololable, "I wish you had let the Red Bull take me. I wish you had left me to the harpy! I can feel this body dying all around me! And I'm afraid of this human body - more than I was of the Red Bull - afraid!" Schmendrick wraps his cloak around her and they walk on towards King Haggards castle.

The 3 travellers approach the gate to the castle where two guards stand on duty. They bar the way and demand their names. Schmendrick introduces himself, "I am Schmendrick, the Magician. This is Molly Grue, my helper, and this, this is - this is... the Lady Amalthea. We seek audience with King Haggard." They are let in and taken to a throne room. The first guard removes his helmet and introduces himself as King Haggard and the second as his son, Prince lir. Schmendrick tells the king they wish to enter his services, but the king has no need of them, "You are losing my interest, and that is very dangerous. My "court" consists of four men-at-arms." He explains to them that he has no interest in the pleasures of the court, "They are nothing to me. I have known them all, and they have not made me happy. I will keep nothing near me that does not make me happy!" He also tells them he keeps a magician by the name of mabruk, "He is known in his trade as 'the magician's magician'." But Molly convinces the king to replace Mabruk with Schmendrick, "He doesn't, this marvelous Mabruk, doesn't make you happy." The king dismisses Mabruk, who becomes angry and says "You have let your doom in by the front door, but it will not depart that way!" as he disapears in a whirl of wind. The 3 are now apart of Haggards household.

Prince lir is falling in love with the lady Amalthea, but she will have nothing to do with him. He has become a hero for her, but she does not care. She spends all day staring out at the sea, trying to remember why she came there, "...Who am I? Why am I here? What is it that I am seeking in this strange place, day after day? I-I knew a moment ago, but I-I have forgotten." She begins to fall in love with Prince Lir and to forget about her quest.

Schmendrick is left to playing the King's jester and performing simple tricks for him, "I can't do this very much longer. He had me juggling teacups for him all night long. Teacups! With tea in them!" Every day he searchs for a way down to the red bull's lair, but with no luck. Molly tells him of what the castle cat told her, "When the wine drinks itself, when the skull speaks, when the clock strikes the right time. Only then will you find the tunnel that leads to the Red Bull's lair." But he would tell her no more than that.

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