A young farmer named Willow Ufgood (Warwick Davis), one of a halfling-like people called Nelwyns, is drawn away from his sheltered home to save Elora Danan (a baby girl with a destiny) from the evil Queen Bavmorda (Jean Marsh) who would see her destroyed. Willow is aided by the disillusioned master swordsman Madmartigan (Val Kilmer), who has turned to a life of roguery, sorceress Fin Raziel (Patricia Hayes), who has been turned into a possum by Bavmorda, as well as two diminutive brownies Franjean and Rool. They are initially thwarted, but later joined, by the queen's daughter Sorsha (played by Joanne Whalley, later Kilmer's wife).