The film begins with an aging king named William (Dakin Matthews) who has a baby daughter named Odette and a friend of Queen Uberta (Sandy Duncan). While King William's newborn daughter Odette and Queen Uberta's toddler-aged son Derek get acquainted, evil was afoot. Rothbart (Jack Palance) is an evil enchanter who desires King William's kingdom for himself. Before he can go ahead with his plot, his tower is attacked by King William's men. Before he was banished from the kingdom, Rothbart vowed that one day, everything King William owned and loved will be his.