A young farmer named Willow Ufgood is drawn away from his sheltered home to save Elora Danan (a baby girl with a destiny) from the evil sorceress Queen Bavmorda, who would see her destroyed. Willow is aided by the disillusioned master swordsman Madmartigan, who has turned to a life of roguery after the fall of his kingdom to the evil queen, and the sorceress Fin Raziel, who has been turned into a muskrat by Bavmorda. They are initially thwarted, but later joined by the queen's daughter Sorsha.
For many years, Bavmorda has ruled the land with an iron fist from her castle Nockmar. Then, a prophecy is made: a baby girl will be born. This little girl will grow up to become a powerful empress, and she will bring about the downfall of Queen Bavmorda. The Queen cannot allow this to happen, so she seizes all pregnant women in the kingdom and will kill the baby as soon as she's born. She cannot simply kill the child. In order to effectively kill her, the Queen must perform a ritual which will exile the child's soul to the netherworld. The baby girl is finally born, recognizable by a mark on her arm. One of the midwives informs the Queen's daughter, the warrior princess, Sorsha, who runs to fetch her mother. The baby's mother begs another midwife to help them. She agrees to help. She hides the baby in a basket of rags and gives the mother a bundle of rags as a decoy. The midwife then sneaks the baby out of the castle. When the Queen arrives and discovers the decoy, she suspects the midwife. She sends her soldiers and Devil Dogs after her and has the mother killed.
Over the next few months, the midwife makes her way across the country, keeping the baby safe. One day, the Devil Dogs catch up to them. To protect the baby, she puts her into a basket made of sticks and twigs and pushes her down the river. The Devil Dogs then kill the midwife. The baby is found by a Nelwyn named Willow Ufgood and his family. Willow is a young farmer and a sorcerer-in-training and wants nothing to do with the baby, fearing that it may be a bad omen, but his family overrules him. Once they get the baby back to the house, Kaiya, Willow's wife, asks him to hold the baby. After holding the baby for a few minutes, Willow smiles and starts to accept the baby as one of his own.
The next day, Willow and his other two children, Mims and Ranon, attend a festival in the Nelwyn village, where Willow performs magic tricks. The festival comes to a stop as one of the Devil Dogs attacks the village. The village warriors quickly kill the dog, but the whole town is shook up. Willow realizes that the baby is what the dogs are after and tells Kaiya that they have to take it to the village council. When the Ufgoods arrive at the village council with the baby, they overhear the village prefect, the snobbish Mr. Burgelcutt, saying that whoever is responsible for the attack will be severely punished. Nervously, the Ufgoods turn to leave, but are stopped by the High Aldwin, the village elder, sorcerer and Willow's mentor. Willow presents the baby to the village council and Burgelcutt suggests giving it to the dogs. The High Aldwin senses something special about the child and decrees that the baby must survives at all cost. He puts together a team composed of Willow, his best friend, Meegosh, the reluctant Burgelcutt, and several of the village's best warriors. He orders them to take the baby to the Daikini crossroads and give it to the first Daikini (tall person) that they see.
Back at Nockmar, Bavmorda recruits General Kael to help Sorsha find the baby. Desperate for her mother's approval, Sorsha refuses help from Kael and only accepts when her mother forces her to. After they leave, one of Bavmorda's druids predicts that sometime soon Sorsha will betray her. Bavmorda laughs, "I trust her loyalty more than I trust yours."
When Willow and the others arrive at the crossroads, they meet a daikini thief named Madmartigan imprisoned in a crow's cage. Madmartigan that he's the greatest swordsman that ever lived. Having found a daikini, Burgelcutt tells Willow to give Madmartigan the baby. Willow refuses, because he thinks he's shady. Annoyed by Willow's unwillingness to cooperate, the others head home. Meegosh stays. The next day, an army marches by. Madmartigan "smells" a battle. Willow tries to give the baby to one of the soldiers, but no one cares. Madmartigan sees his old friend, Airk. Airk informs Madmartigan that the Nockmar army has destroyed the kingdom of Galadoorn. Madmartigan tells Airk to let him out so he can help in the fight against Nockmar, but Airk, remembering how selfish Madmartigan can be, leaves him to rot. After the army passes, and seeing no other option, Willow and Meegosh free Madmartigan and give him the baby. Madmartigan heads off promising to take good care of the baby.
As Willow and Meegosh head back towards home, they see an eagle, carrying the baby and being ridden by a Brownie, fly by. They chase after the eagle and are eventually captured by the other brownies. Willow and Meegosh wake up hours later, tied to the ground and surrounded by a pack of brownies, led by Franjean. A voice from the forest orders Franjean to release Willow and Meegosh. The brownies, quickly, cut their ropes. The forest sorceress, Cherlindrea, appears to them and greets Willow. The baby is under her protection. She reveals to them that the baby's real name is Elora Danan. Elora has chosen Willow to be her guardian, because she likes him. Cherlindrea reveals Elora's destiny to Willow and instructs him to take Elora to the kingdom of Tir Asleen, where a good king and queen will look after her. She gives Willow her magic wand and tells him to take it to Fin Raziel, an old rival of Bavmorda. She will guide Willow to Tir Asleen. She also warns Willow that if he doesn't accept the calling Elora will surely die, and nothing will stop Bavmorda. The next day, Willow decides to continue on and sends Meegosh back to the village. Willow starts out for the island of Fin Raziel, guided by Franjean and Rool.
At a tavern along the road, they run into Madmartigan. Neither are happy to see each other, since Willow feels Madmartigan is untrustworthy, and Madmartigan believes Willow is an annoyance. But Madmartigan helps Willow escape when Bavmorda's troops search the tavern. Madmartigan accompanies them on their way to the island. When they get to the island, Madmartigan goes his own way, and Willow goes to find Raziel. He's surprised to see that she's been turned into a possum. He takes her to see Elora. Seeing the baby confirms Raziel's faith in the prophecy. Raziel can't do anything as an opossum, so she tells Willow to change her back into a human. She's shocked to learn that Willow is just an amateur. Just then, everyone hears horses approaching. Bavmorda's troops ride up, with a bound Madmartigan. Raziel, Elora and Willow are captured and taken to a Nockmar encampment in the mountains. Franjean and Rool are left behind and are forced to track the horses up the mountains. Rool comments that this should be fun.
Willow and Madmartigan free Raziel, despite still being locked up, and Willow attempts to change her back into her human form. He fails, accidentally changing her into a crow. Franjean and Rool arrive and offer to help them out of their cage. Franjean uses his spear to pick the lock, but not before Madmartigan tries to intervene and is immediately struck with a sack containing a very powerful, fairy love potion. Madmartigan sneaks into Sorsha's tent to retrieve Elora, but (still under the effects of the love potion) stops the moment he sees Sorsha—he falls instantly in love with her. Sorsha awakens and threatens to kill him, but is swooned by his poetry—at least, until Kael arrives with Willow and the baby. Presuming that Madmartigan was lying to her as a distraction, they all attack him; he grabs a spare sword and destroys the tent support, kissing Sorsha and then cutting his way out.
At this point Madmartigan proves his claims of being an expert swordsman is not merely talk, dispatching three soldiers in a matter of seconds. Using a shield as a sled, Willow and Madmartigan ride out of the camp and down the hill toward a small village. Franjean and Rool are left behind once again, however, and after falling off the sled and smashing into a house as a human snowball, Madmartigan seems to come out of the effects of the love potion.
Raziel catches up and warns everyone in the village that Kael and his men are coming. Willow and Madmartigan hide with the rest of the villagers and meet up with Airk and his remaining soldiers; he has lost half his forces to Bavmorda, and even after capturing Sorsha, he doubts highly that Madmartigan and Willow could ever take Bavmorda on. Nevertheless, Madmartigan remains loyal to Willow, and the two escape, with Sorsha as their captive. Airk and his men cover their escape. On the road to Tir Asleen, Sorsha asks Madmartigan if he was serious about being in love with her. Madmartigan says that he wasn't himself and has since come to his senses. Insulted, Sorsha escapes from Madmartigan and Willow and goes back to find Kael.
The arrival at Tir Asleen is quickly tempered when the group realizes that the castle has been cursed by Bavmorda: it is now overrun by trolls, and its inhabitants are frozen in quartz-like rock formations. As Madmartigan equips himself from the castle's armory, Willow retries in his attempts to turn Raziel human, but fails once more as the approach of Kael's army provides distraction—Raziel is now a goat. After barring the gates, Madmartigan uses what little time he has to set up defenses, while Willow fights off a troll, turning it into an Eborsisk, a two-headed dragon which he promptly kicks into the moat below in disgust. As Kael shatters the gate with a battering ram, the Eborsisk grows at an alarming rate, forcing Kael to shift his men between fighting Madmartigan, the beast, and searching for Elora. Through the ensuing chaos, Sorsha turns coats and fights alongside Madmartigan, and Airk's army (with Ranjeen and Rool in tow) arrives, but Kael manages to injure Willow and escape with the child. Back at Nockmar, Bavmorda is pleased to see that Elora has been finally caught, but is infuriated to hear that Sorsha has turned against her.
At the gates of Nockmar, Airk's army has set up camp. Bavmorda promptly turns the entire force, excluding Willow and Raziel, into pigs. Willow, knowing the hour is desperate, tries a final time to return Raziel into human form, as she undergoes a massive transformation from a menagerie of animals, until she is finally human. Taking the wand, she returns the army back to human form; at this point, Bavmorda has already prepared the ritual. With little in the way of plans, Willow suggests a strategy that will get them inside the castle; though it is a long shot, it is also their only hope.
Come morning, the ritual has not finished, and Willow and Raziel beckon Nockmar to open its gates. Airk's army, disguised under seemingly empty tents, ambushes the cavalry and rides hard into the castle, disabling the gate's mechanism and allowing more troops inside. As Kael wades into combat, Sorsha guides Raziel and Willow to the tower where Elora is held. During the battle, Airk is killed. Before he dies, he tells Madmartigan to win the war for him. Madmartigan attacks Kael in a rage. Though evenly matched, he manages to impale Kael on his own sword, throwing him to his death afterwards.
Meanwhile, Sorsha manages to kill Bavmorda's aides, but is rendered unconscious when her mother attack her magically. Fin Raziel and Bavmorda begin fighting over the wand, and eventually Raziel is choked until she is also unconscious. On his own, Willow manages to grab Elora, but is cut off when Bavmorda seals the doors. Though it seems all is lost, Willow tricks Bavmorda by seemingly making the child disappear. In a rage, Bavmorda knocks over a vial of blood that would have been used on Elora. Moments later, she is struck by cursed lightning, instead exiling her own soul to the Netherworld. As Madmartigan arrives, and Sorsha and Raziel regain consciousness, Willow explains that he used his classic "disappearing pig trick" to hide the baby. Elora is safely hidden behind a stone table.
Back at Tir Asleen, the curse is lifted, and the kingdom is restored to its former glory. Madmartigan and Sorsha stay and raise Elora Danon as their daughter. Raziel gives Willow a book of basic magic, and tells him that he is on his way to becoming a great sorcerer. He is sent home on a white pony. Back in the Nelwyn village, Willow is greeted with a hero's welcome from the whole village. He is happy to see Meegosh, the High Aldwin, and especially his family again.
The film was notable for employing more dwarfs than any production in many years, and was widely praised by the "little person" community for employing Warwick Davis as the lead. The film also used morphing special effects to transform an old sorceress into various animals, a revolutionary effect for the time.
The two-headed monster in the film was named the "Eborsisk" as a reference to popular movie critics Roger Ebert and Gene Siskel. Siskel and Ebert would both later say that they weren't flattered. The villainous General Kael was also named for a critic, noted female journalist Pauline Kael.
Much of the concept art, such as creature designs and storyboard art, was drawn by Jean Giraud (Moebius) and Christos Achilleos. Ultimately, the designs which appeared in the final film were considerably different from those initial designs; several sequences were also completely cut from the film due to time constraints. One such scene was a battle at sea in which the heroes narrowly escape a giant sea monster, which was depicted as a huge anthropomorphic shark in storyboard artwork.
The music in the film, composed by James Horner, is considered very strong. Distinct echoes of Robert Schumann's Rhenish Symphony may be heard in the triumphant theme. The main theme also resembles the "Redemption" motif from Richard Wagner's operatic tetralogy Der Ring des Nibelungen.
The film was poorly received critically, carrying a 50% at Rotten Tomatoes. It also underperformed at the box office, grossing only $57 million domestically. Some performances, particularly Davis's, and the special effects were praised, but the film's story was widely dismissed as too derivative of Tolkien and other fantasy authors. A potential factor in the film's lackluster box office performance was that many scenes, plot elements, and creature designs were cut due to time and budget constraints. However, the film developed a strong cult following over the years and currently holds a 79% "fresh" rating among users at Rotten Tomatoes, a 7.0 rating at the Internet Movie Database, and a "B" at Box Office Mojo.
The novelization of the original film, written by Wayland Drew and available around the time of the movie's release, was based on Lucas' original screenplay and contained historical background and events not included in the final cut of the film, as well as color stills from the film. Marvel Comics published a three-issue adaptation of the film. It featured many of the scenes which were cut from the film. The film was also the basis of a video game that was released in 1989 for the Nintendo Entertainment System (by Capcom) and the PC (by Mindscape). Capcom also created a Willow arcade game for its CPS-1 system, which played much differently than its console cousin, being a side-scrolling platformer rather than an adventure/RPG game similar to The Legend of Zelda, and also followed the plot of the film more closely. In 1988, an animated series based on Willow was proposed, but never got past the concept drawings stage.
Willow was released on DVD on November 27, 2001. The film was presented in anamorphic widescreen in its original 2.35:1 aspect ratio, with its sound remixed in 5.1 surround sound, an audio commentary by Warwick Davis, two featurettes, trailers/TV spots and a photo gallery. It was released on Blu-ray on March 12, 2013. It included all the features from the DVD, with the addition of deleted scenes (previewed at Celebration VI), Davis's on-set video diary and a new audio commentary by Ron Howard.
When the film was released in theaters, it was distributed by MGM and Lucasfilm. The 1988 VHS was released, however, by RCA/Columbia Pictures Home Video (the MGM logo was kept). Imagine Entertainment's logo was not shown on the film, the VHS or the DVD. The film is currently being distributed by 20th Century Fox Home Entertainment (as they have a home media deal with MGM).
At Celebration III, George Lucas said that since Lucasfilm was moving into television production again, there could be a Willow television series. Davis has also expressed interest in a sequel film, and claims to have an idea for a story. During the lead-up to Solo: A Star Wars Story, director Ron Howard said that there was "a little talk" of a sequel film or TV series. On May 1, 2019, Variety reported that Howard was "in negotiations" to do a series for Disney+. As of December 2019, Jon Kasdan had written the first episode. The show was confirmed in October 2020, with Kasdan and Wendy Mericle serving as showrunners, and Jon M. Chu as a director and executive producer. In January 11, 2021, Chu stepped away from the show due to the continuous lockdowns in the United Kingdom due to the ongoing COVID-19 pandemic and the upcoming birth of his next child. On January 29, it was announced that Jonathan Entwistle had been officially hired to replace Chu as director of the show, which was to begin filming in spring 2021.
Willow was followed by a trilogy of fantasy novels (1996's Shadow Moon, 1998's Shadow Dawn and 2000's Shadow Star) that were written by Chris Claremont from a story by George Lucas and published by Bantam Spectra, with a grown-up Elora Danan as the central character. The cover artist for these novels later contributed a piece to Star Wars Art: Visions. On April 1, 2006, StarWars.com updated its Databank with elements from these novels, indicating that the Willow stories were set on a planet in the Star Wars universe called Andowyne. (The entries were based on Warwick Davis's cameo as Weazel in Star Wars: Episode I The Phantom Menace, whom Davis has said people often assume to be Willow.) This was later revealed to be an April Fools' joke, though according to Leland Chee, Lucas Licensing at one point considered canonizing Willow and the Shadow War novels. In 2008, as a throwback to the aforementioned joke, StarWars.com listed the books in a photo gallery for Star Wars novels. On his blog, VIP Pete Vilmur acknowledged that some fans consider Willow part of the Star Wars universe.
George Lucas came up with the idea for Willow while doing research for the original Star Wars film. As such, the two universes have a number of similarities and connections; several plot points in Willow parallel plot points in the Star Wars films. The same occurs to the main characters. Willow is the dreamer character with hidden potential, Madmartigan is the scoundrel turned hero and the brownies are the comic relief. Willow shares many cast and crew members with those of Star Wars productions before and since, including Ron Howard, who went on to direct Solo: A Star Wars Story, which had a cameo by Davis. "Skywalker" is the English translation of the sanskrit word "Daikini," which is the name of Elora Danan's species in the film. Both Anakin Skywalker and Elora Danan are individuals who are the subject of a prophecy to overthrow an evil enemy. Whether this similarity in naming was intentional by Lucas is unknown. Based on concept art in the book The Art of Star Wars Episode I: The Phantom Menace, the Jedi uniforms for the prequels were at one point going to resemble Madmartigan's battle attire. The line "Let's get outta here" is commonly used in Star Wars, and the High Aldwin's line "You still have much to learn, young Ufgood" echoes similar lines in Star Wars. Finally, Willow uses the same style of "wipe" transitions as the Star Wars films.
Luke mentions magic in Return of the Jedi, which C-3PO doesn't deny the existence of. The Ewok films then formally established that magic exists in Star Wars Legends, a fact which was later canonized by the Nightsisters arc of the Star Wars: The Clone Wars animated series. Cherlindrea's fairy species is similar to the Wistie species in Caravan of Courage: An Ewok Adventure; in Ewoks: The Battle for Endor, Charal is able to transform herself into a bird. In Willow, Fin Raziel is transformed into many creatures by Willow before he is able to transform her into her human form. Also, Fin Raziel and Queen Bavmorda use their magical powers in ways nearly identical to the ways Force users in Star Wars use the Force. The magic in Willow works in basically the same way as the Force. The nature of Bavmorda's character ties her to the Nightsisters of Dathomir, an order of Dark Jedi witches. During the climactic ritual, her physical attributes and abilities match the description of Nightsisters manipulating weather and displaying ruptured blood vessels around their eyes (due to use of the dark side of the Force). There are also several similarities between Bavmorda and Charal, a renegade Nightsister portrayed by Siân Phillips in Ewoks: The Battle for Endor. Jean Marsh and Siân Phillips are both acclaimed British actresses in the theater tradition, born in the same year of 1934. As contemporaries, they share many intimidating physical and performing qualities, suiting them to villainous or regal roles.
There have also been several overt references in Star Wars to the Willow universe. A sound recording of a Tasmanian Devil, originally used in Willow, was later used along with several other sounds to create the sound of Boga in Star Wars: Episode III Revenge of the Sith. Star Wars: The Clone Wars makes several references to the film, and supervising director Dave Filoni has acknowledged a connection between the two universes. Alora, the kidnapped Force-sensitive infant from the Star Wars Rebels episode "The Future of the Force," was based on Elora Danan. The Corellian hounds from Solo were inspired by Willows death dogs. In the non-canon Alien Exodus, on Corellia, the Human refugees encounter a two-headed dragon-like beast which resembles the "Eborsisk" in Willow. However, the story also features elements from some of Lucas' other non–Star Wars productions.