Storyline. The magical quest of the last unicorn on earth in search of her lost companions. They were captured by the Red Bull, a giant fire creature and driven to King Haggard's castle, a realm of darkness at the end of the world - so tells her a butterfly.

On her adventurous journey through the world of mortals the last unicorn soon becomes prisoner of Mommy Fortuna, a mad old witch, who shows the unicorn in her eerie travelling zo - the "Midnight Carnival" - together with other mythological monsters: the Harpy, the Manticor, the Dragon, the Satyr and the Midnight Serpent. They are all kept in cages, living under a spell, badly treated poor animals.

The unicorn meets a new friend - Schmendrick, a young and clueless magician trying to learn what magic really is. He will help her to escape, when the Harpy and all other creatures in the carnival are freed and Fortuna's dramatic end has come. 

Schmendrick and the unicorn stay together. On their way they are soon joined by Molly Grue, an outlaw woman with a pure heart, companion of Captain Cully, a hopleless outlaw chief who writes bad lyrics and dreams of being Robin Hood. Cully's men have captured Schmendrick during a grotesque public performance. Schmendrick lets the ghosts of Robin Hood appear to impress Molly Grue (for the first time his magic does work) and escapes the outlaws. 

After a funny encounter with a tree woman that falls in love with the unfortunate wizard, Molly, Schmendrick and the unicorn continue together on a journey through a dangerous world of darkness. Between Schmendrick and Molly there is a funny relation growing, mixed of competition, sympathy and the joint wish to help the unicorn to fullfill her quest.