Name of movie that this character is from:  Bartok The Magnificent
Title of Movie:

Bartok the Magnificent

Original Release Date: November 16, 1999  (Direct-to-Video/DVD: United States Release)
Where can I find this episode now?: VHS & DVD

EPISODE TYPE: Transformation & Magic
(see Common Themes section for more on this category)

WHAT IS LUDMILLA?: A female, middle aged, human


HOW DID SHE BECOME MACRO?: Drinks a potion that reveals one's true self

WHAT DOES SHE BECOME AFTER SHE GREW?: A non anthro, fire breathing dragon

HOW MUCH OF BECOMING MACRO STAGES SHOWN?: All of the transformation stages shown.

MACRO NAME: (If different from regular sized name) --SAME AS BEFORE --

QUOTE:   "Ten times more powerful then I already am..Ten fold on the outside what I am on the inside.."

SEX:    Female

LOCATIONS:  Palace in Moscow, Russia

MACRO SIZE (Approx or Average ): 35 feet long

NATURE: Chaotic Evil

DESTRUCTION LEVEL DONE: Medium Walls of the palace, sets fire to most of the houses, top of a tower-

SYNOPSIS OF EPISODE: In an unknown town in Russia, Bartok the bat is busy performing in front of an audience. Talking about all of his great tales through song on all the great feats of heroism he has done over the past years. Like beating dragons, harpies and griffins. Ludmilla and the Prince Ivan who watch on the show all the while from their carriage. Ludmilla wants the show stopped but Ivan insists that it is not interrupted causing her to back down. Bartok continues to sing and perform for the people through son putting on a great performance that drives them wild.  The show appears to be over but suddenly a huge bear starts to approach and roar madly at everyone. Everyone runs in fear except for Bartok who takes the bear on tying his legs up and then using some magic powder to knock him out. The bear falls into Bartok's stage making everyone safe while everyone throws huge gold coins to Bartok for helping them. A big ruby ring is also thrown at Bartok. The ring was thrown by prince Ivan himself who congratulates Bartok much to the protests of Ludmilla who tells him he shouldn't be giving a ring like that to a commoner.  The prince tells her that it is maybe then time for a change. He waves good bye to everyone thanking Bartok again and they drive off while Bartok continues to look over the ring.

Back at the palace Ludmilla is still telling Ivan that he has to respect the crown. While Ivan ignores her talking to his his personal guard about how much fun the performing bat was. The guard agrees still laughing about it while Ludmilla reminds him that if he doesn't respect it others won't either. He then reminds her that he is the future czar and it is her job to respect him or there will be more changes. She bows respectfully having been put in her place.  Back at his own place Bartok is diving up the funds he earned from his performance. The huge bear wakes up and starts to stalk him finally attacking and then laughs. Bartok seems to be friends with the bear named Zozi who he was performing with. The bear removes his huge teeth and wild hair putting them in a makeup case while he puts on a more dignified vest and hat and fixes his mustache. He tells Bartok that they should pool their money and Bartok insists on giving equal shares to each. Zozi tells Bartok that he should return the ring to the prince while Bartok isn't so sure he wants to. When he goes to split the money with the bear it is uneven as Bartok insists it is. The bear takes the other side and Bartok tells that they should pool their resources now that he thinks about it. The bear tells him to return the ring and Bartok tells him there is no hurry he's not going anywhere.

During that night someone sneaks into the prince's room while he is asleep and walks up to him holding a hand over his mouth so he can't talk. The morning comes and Ludmilla is alerted that the prince has been kidnapped. Ludmilla looks about and finds a clue on the floor and quickly goes to tell the people of Moscow that the prince has been kidnapped and it appears to be the work of Baba Yaga, the evil witch of the forest. Everyone in Moscow listening starts to freak out at the name. Bartok and Zozi are busy driving along a dirt road in a boat with wheels. Zozi in a pirate costume is at the top of the ship looking out through a telescope and spots a group of Cossacks approaching.  They stop him and Zozi hides so they don't know he wasn't killed in the performance. They ask if he is Bartok and after he fails to fool them into believing he is not Bartok they order him to follow them to the palace.  As he approaches he sees Ludmilla and she quickly starts to tell him that they think Baba Yaga took the prince and it is up to him to save him. Before Bartok can say anything he is already being ordered by her to go to the Iron Forest.  Bartok backs out of doing it telling them his schedule is booked and he just can't fit it in. Ludmilla waves treasure chests promising he will be rewarded. He still says no. Two young children talk to him then begging him to do it and to save their czar. The little girl hits a soft spot with Bartok and he agrees.  They quickly escort him out of the palace slamming the door on him as he then tries to sweet talk Zozi who is less then pleased at this latest turn of events.  Zozi is actually happy and agrees they should take the job. He sings of all the reasons why he feels its the right thing to do.  Before they know it they are deep into her forest and start to explore the dark and dreary place.

They approach a talking skeleton head that serves as the gateway to the evil watch. But before he will let them through they have to answer a riddle. He asks them a complicated riddle and the question is what is the key that will open the witches door? Zozi yells out Skeleton key and he roars madly at the right answer and only lets Bartok go leaving Zozi to wait there by himself.  Bartok approaches the house which suddenly gets pushed up on huge stilts to the sky. Bartok flies up and uses the key on the door entering.  Baba Yaga shows up as Bartok hides in one of the witches pots on the shelves. She starts to search her home for the intruder.  After a long song she finally captures him in a cage over a pot. She takes back the key he was given to get in and scares him a few times before telling him that if he wants to free the prince he has to first prove he is worthy.  She tells him to head south and get Piloff and bring it back to her. And if his bear friend helps him they both die.

Bartok and Zozi walk for what seems like hours south till they reach a very frigid and snow filled area. They see Piloff atop a building. A pinkish colored suction cupped cute creature of sorts stuck in the chimney of a building. Bartok tries all sorts of ways to pull her out but they all fail. He finally uses a complicated pulley system to hook around the top of the building and the top of the building comes loose after pushing a weight down to counter balance it. She is still trapped in the rock atop of it and Bartok has to use the pulley system all the way back to Baba Yaga's place. When they finally arrive back at the skeleton entrance she pops out suddenly.  They answer another riddle and Bartok heads in with Piloff around his neck now.  She now tells him to go get a crown from an enormous giant in the forest to the east. And to look for a fire. As much as he doesn't want to she reminds him that the prince would be doomed if he doesn't get going.  She takes the key back and Bartok heads east.

While Ludmilla is getting comfortable on the crown taking over for the prince, Bartok and Zozi enter a firely region and see the metal worker wearing the metal crown on his head. He is busy working on some weapons over a hot fire. Bartok approaches and asks nicely if they can borrow his crown for Baba Yaga and he just mumbles and grunts things at them looking ready to attack. He starts to swing a hammer at him. Bartok thinks fast and hides where he can't be reached. Bartok goes to throw some rocks but they are too hot and he starts to juggle them. The creature seems to like the juggling and wants more. So Bartok throws them up in the air dives in under the hat and rolls off with it. The fire creature chases and the bridge burns up causing him to fall into the water below which evaporates around the creature.  He returns to Baba Yaga and she takes the crown and drops a jewel from it into a potion. Bartok faints from exhaustion.

He wakes up in the morning and he is told by the witch that he now has to get a feather and that he can't fly.  He arrives at the area that the feather floats over with the building top that Piloff was in and the crown attached to it. He can't reach it though no matter how many times he jumps. The building top starts to heat up from the helmet atop of it and comes apart from the build up of steam pushing the bolts holding it together apart. It is now in pieces and Bartok uses those pieces to make a platform high enough to get it. He does just that and brings the feather back to the witch after answering another riddle to enter and get the key.  She takes the feather and puts it in the potion with the rest of the stuff and now tells Bartok that he has to give her one more thing before she can tell him where the prince is. But she doesn't tell him what that one thing is. So he runs back out and brings back all sorts of items from his cart but none of them are it.  She starts to laugh at Bartok who just doesn't get it and Bartok insults her telling her that its no wonder everyone hates her. She starts to cry as Bartok storms out. Feeling sorry for the witch Bartok heads back. He feels so bad that he made the witch cry that he cries himself. She takes a tear and puts it in the pot telling him that was the last thing she needed. Something from his heart. She shows him where the prince is finally and shows him the palace that he came from originally. He realizes that she never took him, he was always there.  She makes a potion out of all the stuff he gathered for her and hands it to him telling him that he may just need it. It will turn who ever drinks it into what they are in their heart of hearts and bring it outside 10 fold.

Bartok and Zozi head back to the palace greeted by Ludmilla. Bartok tells her everything that happened. The trials and the challenges and even about the potion. Bartok then tells her that he knows where the prince is. He tells her that he is in the tower and she looking surprised that he knows that tells him that they must go at once to the tower then.  Bartok, the guard and Ludmilla head up the stairs of the tower and Ludmilla warns Bartok that if the prince isn't there then he will be killed for this. Low and behold when the door opens there is the prince caged at the top of the tower. Ludmilla yells furiously at the guard that he was supposed to eliminate the prince, not just lock him up. She locks Bartok up in a cage. She locks the guard up as well and now no one knows about what happened but her. She takes the potion from Bartok and pulls a lever that sends the cages falling down the tower.

She slams the door on them telling them the water will be along shortly and that she has a throne to now claim. She seems very interested in the potion she now holds. And after thinking it over decides to drink the whole potion down and sings of how its to be a new day now.  As she walks down the stairs filled with rats one of the rats drinks a drop of the potion slightly changing into a creature. Ludmilla continues to walk seeming to change slightly as she reaches the next room, a tall extends from behind her while she walks into the room.  As he continues to walk past all the prisoners and bother them she continues her transformation into a dragon. By the time she reaches the lower level everything but her face has fully transformed into the form of a dragon.   By the time she reaches the torture room and finishes singing she has become a full bodied pink dragon.  She bursts into the main room of the palace trying to talk to people but then breathes fire instead and growls at her own monstrous reflection.

Zozi in a woman's disguise bursts into the tower prison that is filling up with water. He lifts up the cage that has Bartok on it while the prince and guard are nearly drowning. Meanwhile Ludmilla now fully in her dragon form starts to scare everyone in the city of Moscow. Breaking parts of the palace down and setting fire to nearby houses. Bartok is finally broken free by Zozi while they all hang over the water that is filling up the chambers. They all fall into the water. Bartok flies up to see Ludmilla destroying the town while Zozi lets the prince and guard out of their underwater cage.  He helps them climb up the towers inside by reciting something from a performance he did. Bartok meanwhile takes on the dragon outside of town having a boulder placed into her mouth and having her chase him all over the city. She finally gets the boulder out and climbs up the top of a tower that starts to give way from her weight. It finally breaks off and she falls down to the ground.  She is done in as the damn breaks from her fall sending water throughout the city and putting out all the fires the dragon caused. Ivan then thanks Bartok for his deeds while Zozi tells Bartok he gave the witch what she wanted. Companionship. Bartok gives the ring back to Ivan.  The witch shows up flying in a huge mortal and pistol device and Bartok finally gets her to hug him and Piloff at the same time. She reluctantly does so and says she will be watching him in the future.

REVIEW OF EPISODE: Oy. Where to begin. This is pretty hard to watch I have to be honest. I can usually  make it through most cartoons with macro moments no problem but this one wasn't easy truth be told.  I didn't even see the movie this was spun off of, that being Anastasia. But either way this was just not easy to watch. Whether you are young or old I think you will have trouble getting through all of this to the dragon moments that are at the end. My advice to those who are only watching this for the macro moments, fast forward button is your friend. There is very little that is enjoyable in this. Even the dragon moments are weak and don't make for a fun climax to a very boring and drawn out movie. The movie itself is just a tad over an hour, and that hour seems to go by slowly due to the badly sung songs, poor story and annoying characters that take up most of the film.

There are so many plot holes and problems in this movie that listing them would take more time then people would care to devote to reading this.  Not only is Bartok just annoying, but the other characters we meet are even more annoying. His sidekick Zozi, voiced by Kelsey Grammer,  for instance who starts off acting as a tough bear when we first see him as all part of an act suddenly is a Shakespearean actor of sorts who spends the rest of the movie reading books, quoting nonsense and acting as if he is too good for the room. We have Piloff, voiced by Jennifer Tilly,  who is just as annoying and grates on the nerves after awhile. The majority of the movie is having Bartok sent on ridiculous quests by a witch who wants us to believe she is bad but of course turns out to be really nice. So he has to retrieve all of these things that wind up being used for a potion he has to use but here is the kicker, he never even uses the potion, it winds up being used by Ludmilla which turns her into a dragon.  So he did all of those ridiculous tasks, to make a potion that would help him and it pretty much just winds up being used by the bad guy anyway. What a horrible story. I'm sorry, it just really was written that badly. There was nothing that worked well here. The jokes fell flat, the writing was as poor as I have ever seen and the animation was as cheap as you can get. Who ever thought that this was a good idea to make a spin off with this character really should be removed from 20th Century Fox who proudly released this crap on the young audiences out there.

Lets get on with the positives found here as believe it or not there are actually some good things to take out of this. The transformation fans, and I know there are quite a good amount of you out there will be happy with the transformation scene that involves Ludmilla turning into a dragoness. She did seem to get great joy out of drinking that potion having no idea at all what it would do besides make you 10 times on the outside what you are on the inside. Strange potion to be making in the first place. As what would have have made Bartok one has to wonder and how would he get changed back if he did use it? I guess we won't have to worry of that as it was mostly a dumb plot device to have Ludmilla be an animal like creature at the end  so when Bartok fights her it seems to flow better.  The moments of her transforming were slow and drawn out which I think a lot of fans into that aspect will like. But of course it is taken up by another badly done song. And believe me this movie had more then a good amount of bad songs. Whether it was Bartok singing or the bear or Ludmilla, they were all cheaply done productions that were far from memorable. So Ludmilla's change into a dragon was mostly done through song while she is busy torturing rats and prisoners in the ever expanding tower we find ourselves into. If you can stomach the song you can deal with the rest well enough though. 

The change of her from sentient minded human into that of wild thoughtless beast was interesting as well. They very easily could have just kept her as a furry type of dragon where she was still herself only now in a dragon like body. But they really went that extra step and truly changed her into a dragon where she was no longer herself and was just a wild beast now bent on destruction. There is a moment while she is busy chasing everyone and is still herself that the change takes place. She is about to talk and then looks at herself shocked by what she comes and then just has a huge teeth filled grin and from then on the old Ludmilla is no more. For such a bad movie that was actually a nice execution of how to go about the characters new form.  Besides this though there really wasn't much more to the movie. It was pretty basic and dull. There were no real surprises to be found here. And you wonder why they didn't at least try to put more effort into this to at least give the vision of them really wanting to do something fun here with the characters.

If you are going after this for anything more then the macro moment you will be greatly disappointed. I can almost guarantee you will not want to watch this movie more then one time without tucking it away some place where it can do no harm to the eyes and mind again. The garbage sounds like a nice place. I also liked the fact that the guard who locked Ivan up in the first place suddenly got away with it just because he was locked up as well. I guess you can do bad things like try and kill the prince but as long as you scream and yell for help too and help in the rescue it is quickly swept under the rug. Eh, what ever. And speaking of the prince the only Ivan from Russia I know of was Ivan, the Terrible and if that's who this nicely nice kid is supposed to be, boy have they got their czars messed up. Unless its just a generic Ivan and then you are really wondering how this ties into the previous movie that came before/after this and well.. I can't analyze the plot problems with this anymore. It hurts my head too much. You want a woman turning into a big bad dragon, here you go. You want anything else.. avoid at all costs.



Piloff: "Such fun. I'm having entirely too much fun."
Bartok: "Yeah well, that makes one of us."


Skeleton Door: "When is a door, not a door?"
Bartok: "When it's a jar."

(Baba Yaga hands Bartok a potion)
Barok: "What is it?"
Baba Yaga: "A magic potion. This will allow you to be your inner most self.  When you drink it. What ever you are in your heart of hearts, you will become on the outside ten fold!"


Bartok: "Have a nice trip. See you next fall!"


*This movie is a spin off/prequel to the 1997 animated movie titled "Anastasia". This movie focuses just on the side kick animal from that film. Bartok the bat who played a major role in the first film now has a film devoted to just him in a cheaply done film that is only 60 minutes in length. It was released directly to video and was the only related follow up made to that movie.

*The inflatable dragon Bartok is performing with showing his battles with dragons in the past at the beginning of the movie is foreshadowing for events that will happen at the end of the film when he fights Ludmilla.

*For a G movie there sure was a few acts of violence and killing done in this movie. For one thing the dragon kills a rat in her hands that she squeezes. She also slams down on a torture chamber crushing a few men under it not to mention the other acts she was doing in the dungeon. And the dragon herself dies at the end too.



      Factual -- While it was an attempt at humor, there was no way Bartok could have used the method of getting the rock Piloff was on back to the gate as he did. There was no rocks to hook it up to as he got closer to her place and it probably would have taken days at least to get it through the path that took hours to walk down in the first place .

      Continuity -- When the Cossacks stop Bartok asking if he is Bartok the Magnificent he quickly grabs some red paint painting a huge "E" above the "A" in Bartok and crosses out the A with a red painted X through it. In the next moment we see the sail again and it is back to normal with no paint on it.

      Continuity --  The third time Bartok visits he is never shown getting the key to enter again like the previous two times and the key is never taken back from him either.

       Continuity -- As Ludmilla is changing into a dragon she grabs one of the rats and enters into another room. The next moment the rat is not in her hand and no where to be found even though no time had passed from the two moments we see her.

       Continuity -- Ludmilla's clothing is never seen ripping or shredding off of her as she is changing into a dragon.  They slowly just seem to disappear as her body takes new parts of the dragon body over a period of time. As new parts of her transformation take place. The clothing is just replaced with the body part with no sign of what happened to the clothing she was wearing a moment before in the certain area being changed.

+ :Good transformation moments of Ludmilla changing into a dragoness. Its only about an hour long so the torture of this ends quickly enough.

- :Very hard to watch due to the poor writing, animation and plot. Very short and not worth the effort but seems to last much longer then it actually is. The characters come off as very annoying. Bad songs and music that will have you running to the fast forward button.


She looks evil doesn't she?      Bartok goes to drink the potion      Hey that doesn't belong to you

She starts to drink the potion      I think she likes it      She's got a big mouth

Excuse you...      This is a rat after just one drop. Weird aint it?      She has a big butt now

Gotta love the new claw hands      More changes take place      she sure likes singing

Those horns are very becoming      Boy this is a big dungeon      The transformation is almost complete

She is purple in the face now      She is now fully a dragon. How nice yes?      That's how you end a song in style

She burst onto the scene     I think the time for talking is over      No dragon is complete without fire breath

Now that's an evil grin if I ever saw one!      Here she goes to claim her kingdom      Now she thinks she is Kong

Nice view from up there      A little bit of a tight squeeze      I hope they have good fire insurance

Hmm which house to destroy first...      Come on.. eat her. you know you wanna      Bartok should have thought this out better

She's roaring mad      She said a mouth full      Not only gorillas climb huge buildings

That bat is in for it now      She's on fire now      She looks large and in charge

Watch out for that first bite..      She's going for the kill      I would hold on if I were you

AVI                   Windows Movie File---- Transformation song  where Ludmilla slowly transforms into a dragoness ---- (5.35MB) 2minutes 30 seconds long