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The film begins in the 6th century in England with the death of the king,
Uther Pendragon. Uther did not leave an heir to his throne, and without a king, "it seemed that the land would be torn by war". Suddenly, the "Sword in the Stone" appears in London, with an inscription proclaiming that "Whoso Pulleth Out This Sword of this Stone and Anvil, is Rightwise King Born of All England." None succeed in removing the sword, which is eventually forgotten, leaving England in the Dark Ages.

Many years later, the film introduces Arthur (also known as Wart), a 12-year-old orphan, in training to be a squire. While accompanying his older foster brother Kay on a hunting trip, Arthur accidentally prevents Kay from shooting a deer. In retrieving the arrow, Arthur falls into Merlin's cottage, in which Hubie, Marina and their friends are staying with. Merlin declares himself Arthur's tutor and they return to Arthur's home, a castle run by Sir Ector, Arthur's foster father. Although Merlin convinces him that magic exists via conjuring up an indoor blizzard, Ector has forbidden him and Hubie and his friends to tutor Arthur, so Merlin disappears, which persuades Ector to allow Merlin to stay. Ector's friend, Sir Pellinore, arrives with news of the annual jousting tournament to be held on New Year's Day in London, with the new development that the winner will become king. Ector decides to put Kay through serious training for the tournament and appoints Arthur as his squire.

Merlin transforms Arthur and himself into fish and they, along with Hubie, Marina and Rocko swim in the castle moat to learn about physics. Arthur and the penguins are attacked by a pike and Archimedes, Merlin's owl, attempts to save them. Just then, Puffin arrives and rescues them all. They thank him and he flys away. 

Arthur is sent to the kitchen as punishment for relating his lesson much to the disbelief of Ector. Merlin enchants the dishes to wash themselves, then takes Arthur for another lesson, turning them into squirrels to learn about gravity. Arthur, Bonkers and Fawn are nearly eaten by a wolf, but is saved by, Pikatwo and a female squirrel who falls in love with Arthur. After they return to human form, Ector accuses Merlin of using black magic on the dishes. Arthur defends Merlin but Ector refuses to listen, having punished Arthur for "popping off" by giving Kay another squire, Hobbs.

For his third lesson, after apologizing to Arthur and resolving to redeem him, Merlin transforms him into a sparrow. Archimedes now having charge of Arthur's education assigned to him (because he thought Merlin's "Futuristic Fiddle Faddle" would only confuse Arthur), teaches Arthur how to fly, while Petra, Beanie and Timmy trail along. Arthur and the kids are attacked by a hawk and they fly down into the witch Madam Mim's chimney. Mim's magic uses trickery, as opposed to Merlin's scientific skill. The kids seemto think of Madam Mim as a friend, until they realise she also uses magic for bad and not good. Merlin arrives after Mim nearly kills the kids and challenges Mim to a Wizards' Duel, in which the combatants transform themselves into various animals to destroy one another. Mim violates the rules she made, first by disappearing, then by transforming into a purple dragon to make Merlin lose, as Hubie and his friends watch in horror. Merlin transforms himself into a germ called "Malignalitaloptereosis" and infects Mim, thereby defeating her, thus demonstrating the importance of brains over brawn.

Back at home, Marina scolds Petra, Beanie and Timmy, explaining that not everyone is trustworthy. Bonkers talks about his encounter with Kaa the python, mostly because Hubie, Rocko and Fawn had not known. Fawn also confesses her love for Bonkers and after they share their first kiss, the team sings a lullaby to the kids and Pikatwo.

On Christmas Eve, Kay is knighted, but Hobbs comes down with the mumps; Ector reinstates Arthur as Kay's squire. Merlin, however, is disappointed and angry that Arthur yet prefers war games over academics. Arthur tries to explain that, as an orphan, nobility is an impossibility, and that being a squire is the best position he can attain. This further angers Merlin, who shouts "Blow me to Bermuda!", transporting himself to 20th century Bermuda. Hubie and everyone wonder if he will ever come back.

Ector, Kay, Sir Pellinore, Arthur, Archimedes, Hubie, Marina and their friends travel to London for the tournament. Arthur realizes that he has left Kay's sword at an inn, which is now closed for the tournament. Rocko notices the "Sword in a Stone" in a churchyard. Arthur pulls the sword from the anvil, unwittingly fulfilling the prophecy. When Arthur returns with the sword, Ector and Black Bart recognize it as the "Sword in the Stone" and the tournament is halted. Demanding Arthur to prove that he pulled it, Ector replaces the sword in its anvil. No one can remove it again but Arthur. After Arthur pulls it out again, the sky grows brighter and miracles appear in England. The knights all proclaim, "Hail, King Arthur! Long live the King!" as the crowd kneels before him, first being Ector, who apologizes to Arthur for his harsh treatment, and Kay shows a bit of remorse too. Despite their apologies, Hubie and his friends tell them they should be ashamed of theirselves.

Arthur, crowned king, sits in the throne room with Archimedes, Hubie and the others, feeling unprepared for the responsibility of royalty. Overwhelmed by the cheering crowd in the courtyard. Arthur orders Merlin to come, who arrives back from 20th Century Bermuda and is elated to find that Arthur is the king that he saw in the future. Merlin happily tells the boy that he will lead the Knights of the Round Table, becoming a great legend and figure in literature and motion pictures. Hubie, Marina and their friends set off for another adventure.


'Lullaby For Mr Benjamin B. Bicklebaum' is a Dr Suess song that will be used in this movie.

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