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File:Willow movie.jpg
Theatrical release poster by John Alvin
Directed byRon Howard
Screenplay byBob Dolman
Story byGeorge Lucas
Produced byGeorge Lucas
Joe Johnston
Nigel Wooll
  • Val Kilmer
  • Joanne Whalley
  • Warwick Davis
  • Billy Barty
  • Jean Marsh
CinematographyAdrian Biddle
Edited byDaniel P. Hanley
Mike Hill
Richard Hiscott
Music byJames Horner
Lucasfilm Ltd.
Imagine Entertainment
Distributed byMetro-Goldwyn-Mayer
Release date
  • May 20, 1988 (1988-05-20)
Running time
126 minutes[1]
CountryUnited States
United Kingdom
Budget$35 million[2]
Box office$57.3 million

Willow is a 1988 British-American high fantasy film directed by Ron Howard, produced and with a story by George Lucas, and starring Warwick Davis, Val Kilmer, Joanne Whalley, Jean Marsh, and Billy Barty. Davis plays the eponymous lead character and hero: a reluctant farmer who plays a critical role in protecting a special baby from a tyrannical queen who vows to destroy her and take over the world in a high fantasy setting.

Lucas conceived the idea for the film in 1972, approaching Howard to direct during the post-production phase of Cocoon in 1985. Bob Dolman was brought in to write the screenplay, coming up with seven drafts before finishing in late 1986. It was then set up at Metro-Goldwyn-Mayer and principal photography began in April 1987, finishing the following October.

The majority of filming took place at Elstree Studios in Hertfordshire, England, as well as Wales and New Zealand. Industrial Light & Magic created the visual effects sequences, which led to a revolutionary breakthrough with digital morphing technology. The film was released in 1988 to mixed reviews from critics, but was a modest financial success, received two Academy Award nominations, and has developed a cult following amongst fantasy fans.


A prophecy states that a female child with a special birthmark will herald the downfall of the evil sorceress Queen Bavmorda. Bavmorda imprisons all pregnant women in her realm to prevent fulfilment of the prophecy. When the prophesied child Elora Danan is born, the mother begs the midwife to hide the infant and smuggle her to safety. The midwife reluctantly accepts and leaves Nockmaar castle unnoticed. The mother is executed, the midwife is hunted down and eventually found. Knowing she cannot escape, she sets the baby on a makeshift raft of grass and sends her down the river hoping for fate to run its course. The midwife is killed by Nockmaar hounds. Bavmorda is furious about the escape so summons her daughter Sorsha and her army's commander, General Kael to find the baby.

The baby drifts downriver to a village of little people, The Nelwyn. She comes into the care of Willow Ufgood, a kind farmer and conjurer who hopes to become a sorcerer; his wife Kiaya and his children fall in love with the baby immediately, and Willow too soon grows to love her as one of his own. During a town festival the village is attacked by a Nockmaar hound which is quickly killed by the village warriors. The High Aldwin, the village sorcerer, learns about the baby and selects Willow, due to his devotion to the child, to accompany a party of volunteers returning the baby to the Daikini (human) people. At a crossroads, they find a human warrior named Madmartigan trapped in a crow's cage. The rest of the party want to give the baby to Madmartigan and go home immediately, but Willow and his friend Meegosh refuse, so the others leave. After spending the night at the crossroads, and meeting an army led by Airk Thaughbaer, an old friend of Madmartigan's, marching against Bavmorda, Willow reluctantly decides to free Madmartigan so that he can take care of the baby for them.

Later on, the baby is stolen by a group of brownies. While chasing them, Willow and Meegosh are trapped, but rescued by Cherlindrea, a Fairy Queen, who identifies the baby as Elora Danan, the future princess of Tir Asleen and Bavmorda's bane, and assigns Willow the task of helping the baby fulfil her destiny. Willow sends Meegosh home, and two of the brownies, Franjean and Rool, are instructed to guide Willow to the sorceress Fin Raziel. The three of them later encounter Madmartigan at a tavern, where he is disguised as a woman to hide from Lug, a cuckolded husband, who then flirts with the disguised Madmartigan. Sorsha arrives and reveals his identity, and in the ensuing brawl started by the furious Lug upon realisation that Madmartigan is not a woman, Willow, Madmartigan and the brownies escape. Madmartigan guides them to a lake where Raziel lives, but departs again as they cross it.

Raziel has been transformed into a possum by Bavmorda, and Willow and his party return with her to shore. They are captured by Sorsha, who already has Madmartigan in custody, and are taken to a snowbound mountain camp of the Nockmaar army. Willow tries to restore Raziel, but turns her into a rook instead. Madmartigan is dosed with love dust by the brownies and declares his undying love for Sorsha. The prisoners escape and reach a village at the foot of a mountain, where they again encounter Airk and the remains of his army, recently defeated by Bavmorda's forces. Madmartigan proclaims his loyalty to the Nelwyn and promises to protect Willow and Elora.

With Sorsha as their temporary hostage, they escape to the castle of Tir Asleen, but discover that its inhabitants have all been frozen by Bavmorda and the castle is overrun by trolls. The castle is surrounded by Kael's army. During Kael's assault on the castle, Sorsha realizes she also loves Madmartigan and decides to join him and Willow in opposing her mother's army. Willow accidentally turns a troll into a massive, fire-breathing, two-headed monster that turns the tide of the battle, and Airk arrives with his army to assist. However, Kael captures Elora and returns to Nockmaar, where he reports Sorsha's betrayal to Bavmorda.

Airk's army, Willow, and the others arrive at Nockmaar to lay siege, but Bavmorda turns the soldiers into pigs. Instructed by Raziel, Willow protects himself with a spell and avoids transformation. He succeeds in turning Raziel into a human again, and she restores the others to their original forms. Willow's group tricks their way into the castle and start a battle. Airk is killed by Kael, who is in turn slain by Madmartigan after a lengthy sword duel. Sorsha leads Willow and Raziel to the ritual chamber where they interrupt Elora's sacrifice. Bavmorda and Raziel have a magical duel, during the course of which Raziel is incapacitated. Willow uses a "disappearing pig trick" he had performed as a conjurer to fool Bavmorda into thinking that Elora was sent out of her reach. Lunging at Willow, Bavmorda accidentally triggers the ritual's final part to send Elora's soul to oblivion and banishes her own soul instead.

Willow is rewarded with a magic book to aid him in becoming a sorcerer, and Sorsha and Madmartigan remain in Tir Asleen to raise Elora together. Willow returns home to a hero's welcome and is happily reunited with his family.


  • Warwick Davis as Willow Ufgood, a Nelwyn dwarf and aspiring sorcerer who plays a critical role in protecting infant Elora Danan from the evil queen Bavmorda.
  • Val Kilmer as Madmartigan, a boastful mercenary swordsman who helps Willow on his quest. In the film (further explained in the film's novelization) it is partly revealed that he is a disgraced knight from the kingdom of Galladoorn.
  • Kate and Ruth Greenfield/Rebecca Bearman as Elora Danan, an infant princess that prophecy says will bring about Queen Bavmorda's downfall.
  • Joanne Whalley as Sorsha, Bavmorda's warrior daughter who falls in love with Madmartigan. In the film's novelization, her father is revealed as the king of Tir Asleen, which becomes a further factor for Sorsha to turn against her mother.
  • Jean Marsh as Queen Bavmorda, the villainous ruler of Nockmaar, a powerful black sorceress and mother of Sorsha.
  • Patricia Hayes as Fin Raziel, the aging sorceress who is turned into a possum[3][4] due to a curse by Bavmorda.
  • Billy Barty as The High Aldwin, the Nelwyn wizard who commissions Willow to go on his journey, realizing the potential that Willow possesses in magic.
  • Pat Roach as General Kael, the villainous associate to Queen Bavmorda and high commander of her army.
  • Gavan O'Herlihy as Airk Thaughbaer, the military commander of the destroyed kingdom of Galladoorn who shares a mixed friendship with Madmartigan.
  • Maria Holvöe as Cherlindrea, the fairy queen who resides in the forest and updates Willow on the importance of his quest.
  • Kevin Pollak and Rick Overton as Rool and Franjean, a brownie duo who also serve as comic relief in Willow's journey.
  • David J. Steinberg as Meegosh, Willow's closest friend who accompanies Willow partway on his journey.
  • Mark Northover as Burglekutt, the leader of the Nelwyn village council who maintains a running enmity with Willow.
  • Phil Fondacaro as Vohnkar, a Nelwyn warrior who also accompanies Willow partway on his journey. In the film's novelization, Vohnkar is portrayed as far-travelled and worldly.
  • Julie Peters as Kaiya Ufgood, Willow's wife; a loving mother and enthusiastic in caring for Elora.
  • Tony Cox as a Nelwyn warrior.



George Lucas conceived the idea for the film (originally titled Munchkins) in 1972. Similar in intent to Star Wars, he created "a number of well-known mythological situations for a young audience".[5][6] During the production of Return of the Jedi in 1982, Lucas approached Warwick Davis, who was portraying Wicket the Ewok, about playing Willow Ufgood. Five years passed before he was actually cast in the role. Lucas "thought it would be great to use a little person in a lead role. A lot of my movies are about a little guy against the system, and this was just a more literal interpretation of that idea."[5]

Lucas explained that he had to wait until the mid-1980s to make the film because visual effects technology was finally advanced enough to execute his vision.[6] Meanwhile, actor-turned-director Ron Howard was looking to do a fantasy film. He was at Industrial Light & Magic during the post-production phase of Cocoon, when he was first approached by Lucas to direct Willow. He had previously starred in Lucas' American Graffiti,[7] and Lucas felt that he and Howard shared a symbiotic relationship similar to the one he enjoyed with Steven Spielberg. Howard nominated Bob Dolman to write the screenplay based on Lucas' story. Dolman had worked with him on a 1983 television pilot called Little Shots that had not resulted in a series, and Lucas admired Dolman's work on the sitcom WKRP in Cincinnati.[8]

Dolman joined Howard and Lucas at Skywalker Ranch for a series of lengthy story conferences, and wrote seven drafts of his script between the spring and fall of 1986.[8] Pre-production began in late 1986. Various major film studios turned down the chance to distribute and co-finance it with Lucasfilm because they believed the fantasy genre was unsuccessful. This was largely due to films such as Krull, Legend, Dragonslayer, and Labyrinth.[9] Lucas took it to Metro-Goldwyn-Mayer (MGM), which was headed by Alan Ladd, Jr. Ladd and Lucas shared a relationship as far back as the mid-1970s, when Ladd, running 20th Century Fox, greenlighted Lucas' idea for Star Wars.[10] However, in 1986, MGM was facing financial troubles, and major investment in a fantasy film was perceived as a risk. Ladd advanced half the $35 million budget for it in return for theatrical and television rights, leaving Lucasfilm with home video and pay television rights to offer in exchange for the other half.[10]

Lucas based the character of General Kael (Pat Roach) on the film critic Pauline Kael,[11] a fact that was not lost on Kael in her printed review of the film. She referred to General Kael as an "homage a moi". Similarly, the two-headed dragon was named "Sispert" ("Eborsisk" in the novelization) after film critics Roger Ebert and Gene Siskel.[2]


Principal photography began on April 2, 1987 and ended that following October. Interior footage took place at Elstree Studios in Hertfordshire, England, while location shooting took place in Wales and New Zealand.[10] Lucas initially visualized shooting the film similar to Return of the Jedi, with studio scenes at Elstree and locations in Northern California, but the idea eventually faded. However, some exteriors were done around Skywalker Ranch and on location at Burney Falls, near Mount Shasta.[12] The Chinese government refused Lucas the chance for a brief location shoot. He then sent a group of photographers to South China to photograph specific scenery, which was then used for background blue screen footage. Tongariro National Park in New Zealand was chosen to house Bavmorda's castle.[12]

Visual effects[]

File:Willow SFX.png

Willow attempts to restore Fin Raziel into human form.

Lucasfilm's Industrial Light & Magic (ILM) created the visual effects sequences. The script called for Willow to restore Fin Raziel (Patricia Hayes) from a goat to her human form. Willow recites what he thinks is the appropriate spell, but turns the goat into an ostrich, a peacock, a tortoise, and finally a tiger, before returning her to normal. ILM supervisor Dennis Muren considered using stop motion animation for the scene.[13] He also explained that another traditional and practical way in the late-1980s to execute this sequence would have been through the use of an optical dissolve with cutaways at various stages.[10]

Muren found both stop motion and optical effects to be too technically challenging and decided that the transformation scene would be a perfect opportunity for ILM to create advances with digital morphing technology. He proposed filming each animal, and the actress doubling for Hayes, and then feeding the images into a computer program developed by Doug Smythe.[10] The program would then create a smooth transition from one stage to another before outputting the result back onto film. Smythe began development of the necessary software in September 1987. By March 1988, the impressive result Muren and fellow designer David Allen achieved what would represent a breakthrough for computer-generated imagery (CGI).[10] The head of ILM's animation department, Wes Takahashi, supervised the film's animation sequences.[14]


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The film score was written by James Horner and performed by the London Symphony Orchestra.[15]

"I am a musicologist, a doctor of music. Therefore I listened to, studied and analysed a lot of music. I also enjoy metaphors, the art of quoting and of cycles. The harmonic draft of the Willow score, and most particularly its spiritual side, came from such a cycle, from such mythology and music history that I was taught, and that I myself convey with my own emotions and compositions."[16]

Eclectic influences on the score include Leos Janacek's "Glagolitic Mass", Mozart's "Requiem", "The Nine Splendid Stags" from Béla Bartók, Edvard Grieg's "Arabian Dance" for the theater play Peer Gynt, and compositions by Sergei Prokofiev.[16]

"Willow's Theme" purposefully (see Horner's quote above) contains a reworking/alteration of part of the theme of the first movement ("Lebhaft") of Robert Schumann's Symphony No 3 referencing it, while "Elora Danan's Theme" shows a reference to the Bulgarian folk song "Mir Stanke Le" (Мир Станке ле), also known as the "Harvest Song from Thrace".

Track listing[15]
  1. "Elora Danan" – 9:45
  2. "Escape from the Tavern" – 5:04
  3. "Willow's Journey Begins" – 5:26
  4. "Canyon of Mazes" – 7:52
  5. "Tir Asleen" – 10:47
  6. "Willow's Theme" – 3:54
  7. "Bavmorda's Spell is Cast" – 18:11
  8. "Willow the Sorcerer" – 11:55


Box office[]

The film was shown and promoted at the 1988 Cannes Film Festival.[17][18] It was released on May 20, 1988 in 1,209 theaters, earning $8,300,169 in its opening weekend, placing number one at the weekend box office. Lucas had hoped it would earn as much money as E.T. the Extra-Terrestrial,[18] but the film faced early competition with Crocodile Dundee II, Big and Rambo III.[19] Making over $57 million at the North American box office,[20] it was not the blockbuster hit insiders had anticipated.[21] It was not, however, a financial flop either, as it made a profit because of strong international, home video, and television sales.[22]

Critical response[]

The film was released to mixed reviews from critics.[18] Based on 29 reviews collected by Rotten Tomatoes, 48% of the critics gave the film a positive review with an average score of 5.6/10.[23]

Janet Maslin from The New York Times praised Lucas' storytelling, but was critical of Ron Howard's direction. "Howard appears to have had his hands full in simply harnessing the special effects," Maslin said.[24]

Desson Thomson writing in The Washington Post, explained "Rob Reiner's similar fairytale adventure The Princess Bride (which the cinematographer Adrian Biddle also shot) managed to evoke volumes more without razzle-dazzle. It's a sad thing to be faulting Lucas, maker of the Star Wars trilogy and Raiders of the Lost Ark, for forgetting the tricks of entertainment."[25] Mike Clark in USA Today wrote that "the rainstorm wrap-up, in which Good edges Evil is like Led Zeppelin Meets The Wild Bunch. The film is probably too much for young children and possibly too much of the same for cynics. But any 6–13-year-old who sees this may be bitten by the "movie bug" for life."[10]


At the Academy Awards, the film was nominated for Sound Editing and Visual Effects, but lost both to Who Framed Roger Rabbit, which was similarly done by Industrial Light & Magic.[26] It won Best Costume Design at the Saturn Awards, where it was also nominated for Warwick Davis for Best Performance by a Younger Actor (lost to Fred Savage for Vice Versa) and Jean Marsh for Best Supporting Actress (lost to Sylvia Sidney for Beetlejuice). It also lost Best Fantasy Film[27] and the Hugo Award for Best Dramatic Presentation to Who Framed Roger Rabbit.[28] It was also nominated for two Golden Raspberry Awards including Worst Screenplay, which lost to Cocktail and Worst Supporting Actor for Billy Barty, who lost to Dan Aykroyd for Caddyshack II.[29]

Home media[]

The film was released on DVD as a "special edition" in November 2001 by 20th Century Fox Home Entertainment. The release included an audio commentary by Warwick Davis and two "making of" featurettes. In the commentary, Davis confirms that there were a number of "lost scenes" previously rumored to have been deleted from it including a battle in the valley, Willow battling a boy who transforms into a shark in a lake while retrieving Fin Raziel, and an extended sorceress duel at the climax.[30] (Though removed from the theatrical version, the battle with the lake monster was retained for both Marvel Comics' adaptation and Wayland Drew's novelization of the film.)[31] 20th Century Fox Home Entertainment released the film on Blu-ray Disc on March 12, 2013, with an all-new transfer supervised by George Lucas.[32]

Other media[]

Board game[]

In 1988, Tor Books released The Willow Game,[33] a two to six player adventure board game based on the film designed by Greg Costikyan.

Video games[]

Main article: Willow (video game)

Three video games based on the film were released. Mindscape published an action game in 1988 for Amiga, Atari ST, Commodore 64, and DOS.[34] Capcom published two different games in 1989, a platform game for the arcades and a role-playing game for the Nintendo Entertainment System.[35][36]


Wayland Drew adapted Lucas' story into a film novel,[37] providing additional background information to several major characters and various additional scenes, including an encounter with a lake monster near Razel's island which was filmed, but ultimately not used in the movie. A segment of that scene's filmed material can be found in the DVD's "Making of Willow" documentary.

Lucas outlined the Chronicles of the Shadow War trilogy to follow the film and hired comic book writer/novelist Chris Claremont to adapt them into a series of books. They take place about fifteen years after the original film and feature the teenage Elora Danan as a central character.

  1. Shadow Moon (1995) ISBN 0-553-57285-7
  2. Shadow Dawn (1996) ISBN 0-553-57289-X
  3. Shadow Star (2000) ISBN 0-553-57288-1


In April 2005, Lucas and Davis commented that a television series acting as a sequel was under consideration.[38] In June 2008, Davis reiterated his hopes to return for a theatrically-released second installment of the film.[39] On February 15, 2013 Val Kilmer posted a photo via Twitter implying that it was "Right around the corner!".[40] However, this coincided with a Life's Too Short mockumentary featuring Davis and Kilmer, and is likely to have been a hoax. In March 2013, Davis indicated an interest in seeing a sequel (perhaps as a TV series), but gave no indication that any development was ongoing.[41] In September 2016, Warwick Davis went on record again in stating that he would not like to see a remake of Willow but he would like to see a sequel that explores if Willow became a sorcerer or not and what happened to Elora Danan when she grew up. [42]


  1. "WILLOW (PG)". British Board of Film Classification. November 17, 1988. Retrieved November 4, 2014.
  2. 2.0 2.1 Gray, Beverly. Ron Howard: from Mayberry to the moon-and beyond, page 134. Rutledge Hill Press, Nashville, Tennessee (2003). ISBN 1-55853-970-0.
  3. Shannon, Jody Duncan (August 1988). "Willow". Cinefex, p. 178
  4. Vinge, Joan D.; & Lucas, George (1988). Willow: The Novel Based on the Motion Picture. London: Piper. ISBN 0-330-30631-6
  5. 5.0 5.1 Hearn, Marcus (2005). The Cinema of George Lucas. New York City: Harry N. Abrams, Inc. p. 153. ISBN 0-8109-4968-7.
  6. 6.0 6.1 Harmetz, Aljean (May 21, 1987). "'Star Wars' Is 10, And Lucas Reflects". The New York Times. Retrieved October 19, 2015.
  7. Howard, Ron (2005). "Forward". The Cinema of George Lucas. New York City: Harry N. Abrams, Inc. ISBN 0-8109-4968-7.
  8. 8.0 8.1 Hearn, p.154-155
  9. Harmetz, Aljean (June 9, 1988). "A Pained Lucas Ponders Attacks on 'Willow'". The New York Times. Retrieved October 19, 2015.
  10. 10.0 10.1 10.2 10.3 10.4 10.5 10.6 Hearn, p.156-157
  11. Van Gelder, Lawrence (September 4, 2001). "Pauline Kael, Provocative and Widely Imitated New Yorker Film Critic, Dies at 82". The New York Times. Retrieved July 13, 2008.
  12. 12.0 12.1 Baxter, John (October 1999). Mythmaker: The Life and Work of George Lucas. New York City: Avon. pp. 365–366. ISBN 0-380-97833-4.
  13. Baxter, p.367
  14. "Subject: Wes Ford Takahashi". Animators' Hall of Fame. Retrieved June 14, 2016.
  15. 15.0 15.1 Hobart, Tavia. "Willow [Original Score]". AllMusic. Retrieved January 20, 2009.
  16. 16.0 16.1 Martin, Jean-Baptiste (June 3, 2013). "Willow: Between Quotes".
  17. "Festival de Cannes: Willow". Retrieved July 31, 2009.
  18. 18.0 18.1 18.2 Baxter, p.372
  19. Staff (June 9, 1988). "'Crocodile Dundee II' Top Film at Box Office". The New York Times. Retrieved October 19, 2015.
  20. "Willow". Box Office Mojo. Retrieved December 23, 2008.
  21. Wasko, Janet. Hollywood in the information age: beyond the silver screen, page 198. Polity Press/Blackwell Publishers, UK (1994). ISBN 0-292-79093-7.
  22. Maltby, Richard. Hollywood cinema: second edition, page 198. Blackwell Publishing, UK (1994). ISBN 0-631-21614-6.
  23. "Willow". Rotten Tomatoes. Retrieved December 23, 2008.
  24. Maslin, Janet (May 20, 1988). "'Willow,' a George Lucas Production". The New York Times. Retrieved October 19, 2015.
  25. Desson, Howe (May 20, 1988). "Willow". The Washington Post. Retrieved October 19, 2015.
  26. "Willow". Academy of Motion Picture Arts and Sciences. Retrieved December 23, 2008.
  27. "Past Saturn Awards". Academy of Science Fiction, Fantasy & Horror Films. Retrieved December 23, 2008.
  28. "1989 Hugo Awards". Internet Movie Database. Retrieved December 23, 2008.
  29. "Ninth Annual RAZZIE Awards (for 1988)". Golden Raspberry Award Foundation. Retrieved December 23, 2008.
  30. "Willow (Special Edition) (1988)". Retrieved December 23, 2008.
  31. Drew, Wayland (1988). Willow: A Novel. Del Ray Books. ISBN 978-0-345-35195-1.
  32. Webb, Charles. "Forget 'The Hobbit' - 'Willow' Is Coming To DVD And Blu-ray". Retrieved January 30, 2013.
  33. "The Willow Game (1988)". BoardGameGeek. Retrieved November 25, 2014.
  34. "Willow for Amiga (1989)". MobyGames. Retrieved October 30, 2012.
  35. "Willow - Videogame by Capcom". Killer List of Videogames. Retrieved October 30, 2012.
  36. "Willow for NES (1989)". MobyGames. Retrieved October 30, 2012.
  37. Drew, Wayland, Bob Dolman, and George Lucas. Willow: A Novel. New York: Ballantine Books, 1988. ISBN 0345351959.
  38. Vespe, Eric "Quint" (April 24, 2005). "CELEBRATION is had by many a STAR WARS geek! Lucas talks! Footage shown! Details here!". Ain't It Cool News. Retrieved December 23, 2008.
  39. Adler, Shawn (June 13, 2008). "Warwick Davis Enthusiastic About Possibility For 'Willow 2'". MTV News. Retrieved December 23, 2008.
  40. "Val Kilmer on Twitter". Retrieved December 27, 2016.
  41. Larnick, Eric (March 12, 2013). "Warwick Davis, 'Willow' Star, on the 25th Anniversary, Sequel Plans, and George Lucas (EXCLUSIVE)".
  42. Chung, Frank. "Warwick Davis on Star Wars: Episode VIII 'cliffhanger', possible Willow sequel". Retrieved September 30, 2016.

Further reading[]

  • Drew, Wayland (January 1988). Willow: A Novel. Del Rey Books. ISBN 978-0-345-35195-1.
(Novelization of the film)
(Comic book adaptation of the film)
  • Varney, Allen W.; Goldberg, Eric (September 1988). The Willow Sourcebook. St. Martin's Press. ISBN 978-0-312-93083-7.

External links[]

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