Pooh's Adventures of Willow is the first and only Winnie the Pooh/George Lucas crossover movie and the final project by SuperKitaroShinX. It appeared on YouTube on 5-9-2010. A new remake version made by Daniel Esposito will appear on Google Drive in the near future.


In the dungeon of a castle in Nockmaar, a baby girl is born with a mark on her arm. Sorsha, one of the guards, reports this to her mother, the evil Queen Bavmorda. Meanwhile, the midwife escapes with the baby, sending her down a river to a village inhabited by Nelwyns, Hobbit-size people.

Among Winnie the Pooh, Piglet, Rabbit, Tigger, Eeyore, Ash, Pikachu, Megaman, Rush, Merlin, Jeremy, Shintaro, and the first Nelwyns to discover the baby is a farmer and aspiring sorceror named Willow Ufgood. He reluctantly takes the baby in, but soon discovers something is up when the Nelwyns' annual festival is ravaged by Death Dogs from Nockmaar. Willow and the others decided to take the baby to the Nelwyns' leader, the High Aldwin, and seek his advice. The High Aldwin tells Willow that he must travel to the Daikini (tall person) crossroads, give the baby to the first Daikini he sees, and return home.

The first Daikini that everyone meets, however, is Madmartigan, who is imprisoned in a cage. Although suspicious of Madmartigan, Willow frees him and gives the baby to him anyway. He quickly regrets that decision when two brownies (inch-high warriors) steal the baby. Willow and the others give chase, is captured, and meets Cherlindrea, queen of the fairies and brownies, whom the Three Good Fairies befriends with. Cherlindrea tells Willow and our heroes that the baby is Elora Danan, a special child who must be kept alive so that she can fulfill a prophecy to destroy Bavmorda. She tells Willow to deliver her wand to the sorceress Fin Raziel (who is revealed to be Merlin's old friend), who will then take them to Tir Asleen, where a good king and queen will look after Elora.

Enroute, Willow and the others run into Madmartigan at a tavern. Their unhappy reunion is cut short when Sorsha, Team Rocket, and General Kael lead an army of Bavmorda's troops to the tavern. Madmartigan helps Willow, the others, Elora escape, leads them to Raziel's island, and they again part ways. Willow finds Raziel, who has been turned into an opossum by Bavmorda and needs Willow's help to become a human. Willow attempts to do so but fails, turning her into a crow instead. Just then, Sorsha and her army, along with Madmartigan as a prisoner, capture Willow, Elora, Raziel, and the others. Sorsha hides Elora in her tent and locks up the others. When Willow, Madmartigan and Raziel try to escape, Madmartigan encounters a powerful magic dust that causes him to fall in love with everything he sees. Madmartigan enters Sorsha's tent to rescue Elora, but—still under the spell—falls in love with Sorsha. Willow helps Madmartigan rescue Elora, and they our heroes escape.

Willow, Madmartigan, Elora, and the others get to Tir Asleen only to discover that everyone there has been turned to stone. Sorsha and Kael attack along with their army and Team Rocket. Willow tries to turn Raziel into a human but this time changes her into a goat. During the battle Willow uses Cherlindrea's wand on one of the trolls that are lurking around Tir Asleen, which causes the troll to morph into a weird creature. Willow kicks the creature into the water below, unknowingly tranforming it into an enormous two-headed dragon. The battle becomes chaotic very quickly with both sides battling each other, the dragon, and the trolls. Eventually Sorsha falls in love with Madmartigan and abandons Kael. Madmartigan single-handedly kills the dragon by sticking his sword through one of the dragon's heads, causing it to explode when it proceeds to breathe fire. Kael captures Elora and takes her to Nockmaar. Bavmorda is pleased to see Elora but becomes infuriated upon learning that Sorsha has betrayed her. She then prepares to begin a ritual that will exile the child's spirit to the netherworld—the only way she can guarantee that it will never be able to fulfill its prophecy to destroy her.

Willow, Madmartigan, Sorsha and Raziel, along with Airk, an old friend of Madmartigan, and Airk's army, lay siege to the castle. Laughing, Bavmorda turns all but Willow, Pooh, the others, and Raziel into pigs. Willow finally manages to transform Raziel into a human, and Raziel changes everyone back. Willow then comes up with a plan to get into Bavmorda's castle.

In the ensuing battle, Kael kills Airk and Madmartigan kills Kael. Raziel, Willow, Sorsha, and the others go to rescue Elora, but Willow decides to stay behind when he catches a glimpse of what Bavmorda is doing. Raziel and Sorsha confront Bavmorda, but she prevails, knocking both of them unconscious. Willow then tries to rescue Elora, but Bavmorda prevents him from escaping. Using a variant of a magic illusion he did at the Nelwyn festival, Willow makes Elora disappear, much to Bavmorda's surprise. This causes her to accidentally spill a potion on herself—the same one that would have sent Elora to the netherworld—and she becomes the victim of her own ritual.

With Bavmorda's death, the spell at Tir Asleen is lifted, and Raziel gives Willow a magical book to help him become a great sorcerer. Sorsha and Madmartigan are reunited and remain at Tir Asleen, while Willow returns home to show the others how great a sorcerer he has become


  • Mega Man, Rush, Ash Ketchum, Pikachu, Flora, Fauna, Merryweather (from Sleeping Beauty), Merlin (from The Sword In The Stone), Jeremy the Crow (from The Secret of NIMH), and Team Rocket (Jessie, James, and Meowth) guest star in both versions of this film.
  • Misty, Togepi, and Brock guest star in Daniel Esposito's upcoming remake version of this film.
  • The Vultures (Buzzie, Flaps, Dizzy, and Ziggy) and Jiminy Cricket will join Pooh and his friends in Daniel Esposito's upcoming remake version of this film.
  • Shintaro Kamiya (a fan-made character created by SuperKitaroShinX) originally guest starred in SuperKitaroShinX's original version of this film, but he was omitted from Daniel Esposito's upcoming remake version, due to the fact that SuperKitaroShinX retired from making anymore Winnie the Pooh crossovers.
  • This film features a flashback scene from Pooh's Adventures of Star Wars Episode VI: Return of the Jedi where Emperor Palpatine was defeated by Anakin Skywalker to save Luke and Pooh and the others.
  • Bowser Koopa makes a cameo in two scenes of the film where Team Rocket made a phone call to him.
  • The Bowser Family and The Grand Duke of Owls appeared in the bonus ending of the film.
  • Ash and Pikachu will meet Flora, Fauna, and Merryweather again in Ash's Adventures of Sleeping Beauty.
  • Ash and Pikachu will meet Merlin again in Ash Ketchum and The Sword in the Stone.
  • Daniel Esposito's upcoming remake version of this film will be dedicated to the loving memory of James Horner (1953-2015), who composed the real film's music score and died in a plane crash.

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