Genre: Fantasy/Family/Animation
Director: Jennifer Yuh Nelson
Writer: Wesley Campbell
Based on the comic series
Cast: Elijah Wood, Paul Giamatti, Bill Hader, Rose Leslie, Jessica Walters, John Goodman, Zach Galifianakis, Jemaine Clement, Jack McBrayer, Patrick Stewart, Willem Dafoe, Kathleen Turner
Plot: Two weeks after being run out of Boneville, the three Bone cousins, Fine (Elijah Wood), Phony (Paul Giamatti) and Smiley (Bill Hader), are suffering from quickly diminishing supplies and are stuck inside an uncharted desert. Smiley finds a map, but it is hand-drawn and crudely made. After quarreling, the cousins get attacked by a swarm of locusts and are separated.
Fone Bone barely escapes and falls off a cliff. He climbs onto the other side of the cliff and discovers a trail of Smiley's cigar butts. After following the trail, Fone Bone falls asleep whereupon the Rat Creatures come to see if he is the one they are looking for. They realize it is not him and plan to eat him, but are chased away by a dragon. After hiking through the mountain range using the map as a reference, he makes it to The Valley. While looking around, he meets Ted the Bug (Zach Galifianakis) who tells him to find a person named Thorn, who could help him return home. Ted also warns him of winter being around the corner: a time where no one can enter or exit the Valley. Ted runs off when Fone Bone is again attacked by the Rat Creatures.
He escapes due to one of the Rat Creatures calling the other fat. Fone Bone looks for Ted but he is unable to find him. He takes a drink from a river and then sits under the tree nearby. He worries about getting out, saying the valley is too weird for him. A blanket of snow then falls on the ground marking the beginning of winter, marking his point.
Fone almost freezes to death till someone finds him and rescues him. Fone wakes up in heavy blankets as he is startled by the hooded figure. The figure takes her hood off and shows she’s a beautiful young woman. Fone develops a crash by her appearance. She tells Fone Bone that her name is Thorn (Rose Leslie). Unfortunately for Fone Bone, she has never heard of Boneville but offers to help by letting him stay at the farmhouse which Fone Bone accepts.
At the farmhouse Fone Bone helps Thorn with the chores while waiting for Gran'ma Ben (Jessica Walters). Fone Bone shows Thorn what's in his knapsack including the map they found in the desert which Thorn finds familiar. They hear Phony lecturing Smiley about getting lost and Fone rolls his eyes. Fone introduces Rose to his cousin to which Smiley warmly welcomes but Phony demands to eat. Just then Gran’ma, an old but sturdy woman, gets home in an elaborate way. Phony Bone meets Gran'ma Ben and instantly gets on her bad side.
The day before the spring fair Fone Bone and Phony Bone do chores around the farmhouse. After Fone Bone tells Phony about the great cow race and how they bet on the races. Phony Bone thinks of a new scam and runs off to Barrelhaven. While traveling to Barrelhaven, Phony Bone encounters the two rat creatures and Kingdok (Jemaine Clement). He overhears that they are looking for a “small bald creature with a star on its chest". The rat creatures are summoned to a high council by "The Hooded One" (Kathleen Turner) who sends every rat creature in the valley to attack the farmhouse.
The rat creatures surround the farmhouse and Gran'ma Ben tells Fone Bone and Thorn to run while she fights off the rat creatures. While running the two get surrounded by rat creatures and Fone Bone calls out for The Great Red Dragon's (Patrick Stewart) help. The dragon appears and chases the army away. The dragon returns Fone Bone and Thorn to the farmhouse to find it destroyed. Phony Bone arrives at the Barrelhaven Tavern and finds Smiley Bone who is working there as a bartender. He also meets Lucius Down (John Goodman), the owner of the tavern and gets on his bad side as well. Phony learns that they don't use money here, meaning that he has to work at the tavern to pay of his debt.
Fone Bone, Thorn, and The Great Red Dragon find Gran'ma Ben alive. Upon seeing the dragon, Gran'ma Ben isn't as surprised as Thorn is, they both greet admitting that it's been awhile and leaves. Phony Bone now has to work for Lucius to pay off his debt since they don't use money here and while he plans his scam to get rich, he is visited by The Hooded One who claims that he wants his soul (and the death of Fone Bone, because he woke up the Great Red Dragon). Fone Bone, Thorn and Gran'ma Ben arrive at Barrelhaven.
Phony claims he has no idea why they did so but Fone Bone refuses to believe him. Smiley Bone has also arrived and has an unconvincing cow suit. Later at night, Thorn has a dream about her as a young child in the dragon's cave. Right after she wakes up Fone Bone and tells him not to wake the others. She tells Fone Bone that she used to have this dream as a little girl, but it eventually stopped. After Fone Bone showed her the map, she started having the dreams again, and she also claims that she drew the map. They decide to tell Gran'ma Ben about all this after this after the race, so she isn't stressed out before the race.
Everybody now seems to be betting on the Mystery Cow instead of Gran'ma Ben, but Lucius talks to Jonathon Oaks (Jack McBrayer), who tells him about how that they are betting on the Mystery Cow instead of Gran'ma Ben; however Lucius tells them that Phony Bone is playing them for a bunch of saps. They then demand that Phony shows them the cow or they'll take back their livestock and destroy his booth. When they go to see they hear a great deal of noise and racket, and are convinced there is a monstrous cow inside. They head to the race; sure it will beat Gran'ma Ben. Meanwhile, Fone Bone meets Ted the Bug, who gives him advice on his romance with Thorn. Ted convinces Fone Bone to write love poems for Thorn. While he is making poems, the Two Rat Creatures attack him again, and he runs for his life.
Phony’s plan suddenly goes wrong when Lucius bets the Barrelhaven Tavern on Gran'ma Ben to win. Knowing it will take ages to pay off that debt, Phony lets Smiley know that he has to win but ends up in the cow suit with him. When Gran'ma Ben tries to get a good look at the Mystery Cow, they fall off the ridge they had been running on while trying to avoid her and land in a pack of sleeping Rat Creatures, who awake and begin to chase them. Fone Bone, who has now caught up, runs side by side with a startlingly cheerful Smiley, while Phony wishes for his death. While they run the cows and Rat Creatures cross each other causing the race to fall into disaster, and Gran'ma Ben wins in the confusion.
Phony Bone and Smiley Bone are now forced to work off their debt by repairing Gran'ma Ben's Farm and working for Lucius at the Barrelhaven Tavern. While in the woods Smiley sees something move in the bushes but Lucius couldn't find anything so Gran'ma Ben tells them to be quiet until they get to the farm. Fone Bone looks around and sees the dragon watching them meaning they're safe. Fone Bone falls asleep. Morning has come and The Two Rat Creatures are now hiding, fearing what their punishment might be for starting a ruckus. Lucius and Gran'ma Ben discuss the situation. After their talk, everybody goes to sleep.
Lucius and Smiley Bone are reshingling the roof and Lucius gets very angry because of Smiley's low intelligence. Lucius implies that Smiley must have been the village idiot after Smiley suggests replacing the caved-in roof with a glass ceiling so they can have a Jacuzzi.
After a while, an enraged Lucius attempts to get Smiley, but accidently slams his hatchet on the rope holding him in place. After about one page of bangs and crashes as Lucius falls off the roof, Smiley says, "It ain't Boneville, but it'll do."
Thorn discusses some of her dreams with Fone Bone, stating that she's almost afraid to go to sleep at night. They see Phony and Smiley along the way, trying to create a romantic dinner for chickens so he can get eggs to pay off his debts.
Meanwhile, the Two Rat Creatures have been in hiding for four days, and the quiche loving one is getting twitchy. Soon after, the two are discovered by Kingdok. However, due to Kingdok's dislike of the villagers, Gran'ma Ben, and the cow races, he lets them live and rewards them with preskinned rabbits, and they faint in relief. Thorn falls asleep during night duty. She dreams that she is in Deren Gard as a little girl. She goes outside into a garden with a flute, and The Hooded One appears. Suddenly turning into a grown, queen like woman, Thorn looks around for The Hooded One, and sees him in the forest. When The Hooded One takes off the hood, it shows a face belonging to Fone Bone, and tells Thorn to come to him. Right before they make contact, Thorn wakes up.
Fone Bone goes outside, he realizes that he overslept. Walking around, he meets up with Ted. Ted tells him it's already the afternoon and asks him how his love poetry is doing. After panning his choice on a previous poem, Ted jumps off, and an irritated Fone Bone walks off to work on another. THIS poem almost gets spotted by Thorn as Fone Bone is writing (he quickly hides it before she can really see what it is) She asks him if he remembered his dream (the one that she saw him in while she was on watch duty). He recollected the dream in short fashion, then asked her if she had any dreams. She told him her dream, also mentioned that him, or at least his face, was in the dream as well, and then left to continue with her work. Bashful Bone, however, didn't notice this, and pulled out some flowers for her...only to find out that the DRAGON had taken her place. When asked about the dream Fone Bone had, the Dragon merely mentioned that both Bone and Thorn's dreams were intruded (the Dragon reveals that he purposely invaded Fone Bone's dream by saying "Welcome aboard, Ishmael.").
At that, the Dragon walks off, leaving Bone to angrily stammer and finally tell/yell at the Dragon to stay out of his dreams, all the while wondering how the Dragon knew. Two distractions aside, he continues on his poems...only to be spotted writing them by Smiley and Phony, who, almost immediately, takes the poems and starts reading them. Phony, at this time, thinks that Fone Bone is starting to look like "a drooling idiot" to Thorn...until Fone Bone reveals he hasn't shown them to her. Then Phony claims that Fone Bone is getting a little too obedient to them; Fone Bone says that Gran'ma Ben has been giving them a home and food; the LEAST they could do would be to help out with the chores. Phony points out that Fone Bone hasn't seen Smiley and Phony drop what they're doing everytime Thorn and Gran'ma Ben snap their fingers...right when a bell rings-the dinner bell, as Smiley and Phony deem it as-and the two cousins run toward the noise, with Fone Bone trailing behind. However, they found Gran'ma waiting behind the house for them; they weren't going to be eating dinner yet, because the Bones were going to be making it. She sends Smiley with a pot to get some hot water and brings Fone Bone and Phony to the chickens, where their job is to kill four chickens and dip them in the water that Smiley would bring back.
At the mere mention of how they were going to kill them, they fainted, leaving Gran'ma to kill them herself, which she does, muttering to herself angrily, "City boys!"
Some nights later, Phony Bone and Smiley get roughly woken up by Lucius; the harvest is over, and they are now his! By now, the rest of the folks are up and while packing up the wagon to Barrelhaven, Fone Bone is given a choice to stay with Gran'ma & Thorn or go with Lucius and his cousins. He chooses Gran'ma and Thorn.
Ever since Phony Bone claimed he was a dragon slayer, he was the town's people's favorite and he was on his way for winning the bet. A hooded figure rests in the Barrelhaven tavern who the villagers call a Stick-Eater. When Smiley comes to get receive payment from the stranger, Lucius advises him not to and gives the pilgrim his share on his behalf. Wendell didn't believe it was wise to provide the stick-eater a meal claiming they were in cahoots with the dragons, when Lucius asked if he had any problem with it, Wendell answered no, but he would receive his beers from Smiley from now on.
Fone Bone, Thorn, and Gran'ma Ben continue their trek to Barrelhaven. Upon reaching an overlook of the village, Fone Bone remarks that the Barrelhaven looks peaceful, to which Gran'ma Ben warns that "looks can be deceiving."
At the tavern, dragons are on the villagers' minds. Lucius becomes infuriated at the town's obsession, and Phony and Smiley muse over their plans, with Phony admitting he has no plans to slay a dragon, as they aren't really dangerous. When Jonathan Oaks orders from their end of the bar, Lucius confronts Phony in the pantry. To Phony’s protests, he plans to call off the bet, as he doesn't find it worth riling up a mob, and because Phony is disrespecting the Dragons' wishes to remain hidden. Phony challenges Lucius to tell the villagers the truth, but leaves him fuming when he makes no action to do so.
In the woods, Gran'ma suffers an attack of the Gitchy Feeling. The trio is ambushed by one of the Two Stupid Rat creatures.
The Two Stupid Rat Creatures bicker over whether to bake Fone Bone, Thorn, and Gran'ma Ben in a quiche, or make stew from their bones. They are interrupted by Gran'ma Ben, attacking them with her sword. They retreat, and Gran'ma gives Thorn her sword, which agitates the rat creatures. Gran'ma suggests that Thorn may be close to The Turning. She interrogates one of the Two Stupid Rat Creatures, who confesses that they have been ordered to evacuate the valley, but is interrupted by Kingdok, who knocks out Thorn and Fone Bone, and attacks Gran'ma Ben. Fone Bone comes to, and calls for the Dragon's help.
Kingdok continues to throw Gran'ma Ben through the woods, hitting her against a tree and discussing how much he hates the Flat-Landers. As he is about to kill her, Thorn ambushes Kingdok and slices off his arm with Gran'ma's sword. He suffers an attack of the Gitchy Feeling, and hallucinates Gran'ma and thorn as queen and princess respectively. He cries out, and the Two Stupid Rat Creatures escort him off into the night. Fone Bone finds Gran'ma Ben and Thorn, and dress Gran'ma's wounds as she warns Thorn that the Lord of the Locusts (Willem Dafoe) is seeking her.
In the woods, Kingdok has collapsed and the Two Stupid Rat Creatures are in a panic. They try to stop the bleeding and one blames the other for attacking the trio. They realize what the Hooded One will do to them if Kingdok dies, but soon realize that he is the only one who knows they disobeyed the evacuation order, and if he dies the Hooded One will blame Thorn and Gran'ma Ben. They agree to flee and go into hiding, and they abandon Kingdok in the forest.
Thorn bandages Gran'ma Ben, who explains that Thorn is a Veni-Yan-Cari, one who can walk between the Realms of the Awaken and Dreaming. Fone Bone volunteers to defend Thorn, and Gran'ma Ben suggests that the Hooded One may be a rogue Disciple of Venu - an ancient religion that studies the dreams. She is afraid that the Hooded One will sacrifice either Thorn or Phony to free the Lord of the Locusts, and decides to take Thorn to Atheia. Thorn refuses and lashes out at Gran'ma. Despite Gran'ma's protests, Thorn storms off into the woods. Gran'ma gives Fone Bone her sword, and an amulet, and tells him to find Thorn and warn Lucius about the Lord of the Locusts. Fone Bone races after Thorn, and Gran'ma Ben runs into the forest. Fone Bone gives Thorn the sword, and they reach Barrelhaven - which has been walled off. Jonathan Oaks explains that Lucius never came back from his search. Jon refuses to let Fone Bone and Thorn in, under orders from the new boss - Phony Bone.
Once again, The Hooded One comes before the Locust. She reports that the men of Pawa have allied themselves with the Locust and the Rat creatures, that Thorn, the Red Dragon, the Bones, and Gran'ma Ben are all in Barrelhaven, and that Kingdok was badly wounded, which may mean Thorn is turning. The Hooded One questions the Locust's plans, but the Locust assures her that it is her above all else who the Locust loves. If she frees him, she will never lose him again.
Fone Bone, Smiley Bone, and Thorn's search party find no trace of Gran'ma Ben or Lucius, and Phony invites Fone Bone to dinner. Thorn goes to sleep in the tower room, watched by the Hooded One.
Phony and Smiley admit their scheme to get out of their debt and back to Boneville in style, which Fone Bone refuses. He tries to explain to Phony the issue with Thorn, but all his attempts are dismissed. He storms out, leaving Phony and Smiley to revise their plan. Fone Bone encounters a baby rat creature, which leans on him, pinnign him against a tree.
Thorn dreams she is on a cliff with her grandmother, who enters a sinister cave. A hooded figure in the image of a young Gran'ma Ben beckons to her, and attempts to take her hand. She is interrupted by Fone Bone, who wakes Thorn up. He presents the cub to Thorn, who threatens to kill it if he doesn't kick it out.
Jon sees Lucius approach the gate, and rouses Phony and Smiley. The villagers clear the logs, and ask for word on Gran'ma Ben. Lucius admits he couldn't find her. Fone Bone pulls Smiley away from the crowd, and takes him to the stables. Phony greets Lucius, who is enraged at the new "security measures." He realizes, however, that the village supports Phony, and decides to sleep in the barn instead of Phony’s offer of the kitchen.
Fone Bone shows Smiley the cub, which he takes to immediately, feeding it a sandwich. Lucius enters the barn and Fone Bone gives him the amulet. Lucius realizes it's the Nights of Lightning all over again, and Fone Bone explains why he was yelling the other night. Smiley wonders if Thorn will allow him to wear the crown.
The villagers agree that it's time for Phony to earn his keep. Lucius, Fone Bone, and Smiley visit Thorn, who breaks down in Lucius's arms. The Lord of the Locusts speaks through The Hooded one to the Rat Creatures and Pawans, and rallies them to take up arms against the Flat-Landers.
Fone Bone argues that rat cub must go to the mountains, to be with the other rat creatures. Smiley suggests that they do it themselves. Thorn comes in to apologize for her behavior, and announces that she is returning to the farmhouse. Despite Fone Bone's protests, she leaves the sword behind and leaves the barn. Fone Bone and Smiley follow her, but Smiley is distracted by Phony making a speech about the morals of the village, and orders the townspeople to bring their valuables to him. Lucius admits that dragons exist, and Phony accuses him of allying himself with them. Phony announces that all the valuables will be used as bait to catch and kill a dragon. Lucius explains to Smiley that the only way to discover dragons for oneself is to be taught that they are make-believe. Fone Bone returns from the tavern without Thorn, and wonders to the whereabouts of Gran'ma Ben.
The Lord of the Locusts sends the Pawans and rat creatures to destroy their respective enemies, and sends Kingdok to capture Thorn and the Bones.
Thorn leaves a letter for Fone Bone on her dresser and wanders off in search of the farmhouse.
Fone Bone and Smiley jump the wall, and Smiley runs off with the cub, pursued by Fone Bone.
Phony orders Jon to get the wagons ready to go to the Dragon's Stair and to search for Fone Bone and Smiley. He is confronted by Ted, who he tells about his plan to scam the village. Ted warns Phony that his thieving days will catch up to him. He finds the barn empty, with nothing but Gran'ma's sword. When he leaves, a mysterious hand takes the sword.
Thorn falls asleep in the forest, and four hooded figures place the sword in front of her and trigger a dream in which she is approached by the Great Red Dragon. She looks into a light and sees rat creatures. Then her grandmother, and then Fone Bone, but will not say if they are alright. Fed up, Thorn decides to go to her friends, to which the Dragon notes that she is already awake. She wakes up, and races back to the village.
Phony prepares the cows to move out all the treasure, to the cheers of the villagers. The group reaches the Dragon's Stair and Phony orders the terrified villagers to set up a crude snare while he makes a trail with the treasure. He is confronted by Ted once more, who admits he wants Phone out of the valley as much as anybody. The snare triggers, and Phony approaches the Great Red Dragon, caught in the trap. The Dragon admits to seeing the trap, thinking Phony needed a dragon to fool the townspeople. The villagers tie the Dragon's head down, and force a knife into Phony’s hand, threatening to kill him if he doesn't kill the Dragon.
He is interrupted by Thorn, who demands to know what is happening. As they are arguing, one spots fire coming from their town, and mistakes it for the dragons. A group of rat creatures approach the crowd and Thorn faces them, accompanied by the four hooded figures who returned her sword. They push the rat creatures back, and Phony frees the dragon who chases them off. Thorn orders the villagers to get their supplies, and takes off with Phony to find Lucius back in the burning village. The shocked villagers prepare for war.
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