Russia is being terrorized by an evil witch known as Baba Yaga; the only one who is not afraid of her is Bartok the Magnificent. Bartok, an albino bat, has just arrived in Moscow and is impressing everyone with his performances, including Prince Ivan Romanov. However, one person is not impressed; Ludmilla finds Bartok annoying and naive. After Bartok's show, a violent bear suddenly attacks. Bartok must save everyone by stunning the bear with dust and then knocks him over and traps him in a wagon...