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1* AccidentalInnuendo: Some of Piloff's dialogue in the scene where Bartok is trying to rescue her could come off as sexual if taken out of context.
2* AlternativeCharacterInterpretation:
3** Is Zozi always trying to talk Bartok out of doing nice things or it ReversePsychology at work?
4** In the climax, has dragon!Ludmilla lost control of her actions and become a mindless beast, or is she throwing a temper tantrum and destroying the town [[NeverMyFault because she's frustrated over it]] [[IAmAMonster not making her as beautiful as she wanted]]?
5** The magic potion. Was it intended for Bartok to transform into the inner hero he always was and Ludmilla stole it, which given how the potion worked- turned her into the destructive monster she was deep down? Or was its properties to always cause one to become a dragon and Baba Yaga used Bartok indirectly to turn Ludmilla into a dragon to be slain for the sake of not only punishing her for causing harm to the prince, but also to prevent a potential tyrant for rising to power- with Bartok never needing it because he was always a hero regardless of appearance? Notably, a rat takes a sip of the potion and instantly becomes a dragon, which heavily implies the latter while Ludmilla's gradually admission in wanting to be a tyrant be spoken aloud highlights the former.
6* SugarWiki/AwesomeArt: Seeing as this is the only sequel to his films Don Bluth has actually been involved with, it's no surprised that its saving grace is the animation. In particular, Dragon!Ludmilla is ''really'' cool!
7* SugarWiki/AwesomeMusic: [[https://youtu.be/Ne3Z3dEP8i4 Baba Yaga]] is a buildup song next to none.
8-->'' '''BABA YAGA!!!''' '' Baba yaga! Baba yaga!
9-->''The wolves are afraid to chase her, the wind is afraid to race her, all Russia's afraid to face er, except for one''.
10** Also ''Someone's In My House'' is a catchy Jazz inspired [[spoiler: pseudo]] VillainSong.
11** ''Impossible Hero'' is a sweet and inspiring AwardBaitSong about inner courage.
12** ''The Real Ludmilla'' is a VillainSong that perfectly encapsulates Ludmilla gradually tossing out her [[FauxAffablyEvil facade]] to reveal the tyrant she intends to be, combined with very [[DerangedAnimation surreal imagery with the transformation]].
13* DancingBear: Ignoring the presence of Zozi, the film originally carried itself on the fact that it starred a minor, comedic bit player from the then-hit ''Anastasia'' as the main character. Today, it's mainly remembered today because it's the ''only'' sequel to a Creator/DonBluth film that was directed by Don himself.
14* FanficFuel: What exactly happened between this film and ''Anastasia'' that led to Bartok going from a hero to separating from Zozi and joining Rasputin?
15* HarsherInHindsight: Assuming this is a prequel to ''Anastasia'', then Bartok will never end up becoming a hero and will be forced to serve as Rasputin's sidekick.
16** On top of this- assuming the film is a prequel to ''Anastasia'', this means Bartok saving Prince Ivan and being on good terms with him, becomes tragic with Bartok aiding Rasputin in wiping out the lineage of Prince Ivan's last descendants, including several attempts on the sole survivor, the titular Anastasia.
17** His friendship with Zozi and how the latter was his conscience to acting in the right manner, will eventually end with Bartok ignoring it in favor of working with Rasputin's evil agenda.
18* HumorDissonance: Viewers may disagree with Prince Ivan and Vol on just how funny Bartok is.
19* JerkassWoobie: Baba Yaga is antisocial and grouchy towards Bartok, but given she has a bad reputation among Russia for no good reason and got framed for kidnapping Prince Ivan, it makes sense she'd be irritable. Bartok ends up bringing out the best in her when he does something no one else has--showing compassion towards her.
20* MoralEventHorizon: Ludmilla crosses it by leaving Bartok, Ivan and Vol to drown, not to mention her initial plan was to have Prince Ivan be assassinated by Vol in the first place to gain the throne, and did the former action once she found out that Prince Ivan had been spared. To emphasize this more, she spends one more moment before her infamous BitByBitTransformation before rubbing how their deaths by drowning would be horrible.
21* NightmareFuel:
22** The giant skull preceding Baba Yaga's house. The combo of the low-grade CGI and Creator/TimCurry voice work don't help.
23** Ludmilla's dragon form is hardly scary, but the preceding transformation is quite unsettling to watch, because it happens so gradually and happens in such a bizarre fashion… Although, [[PopularWithFurries "Scalies"]] and TransformationFiction enthusiasts tend to have a bit of a different opinion of this scene.
24** During her song, she twists a guy's neck, causing his eyes to pop out of their sockets! Though his goofy scream may make it cross with a Funny moment.
25** While it was obvious she was a SmugSnake [[TheStarscream with treacherous ambitions from the start]] with the [[WouldHurtAChild the intent of killing Prince Ivan sooner or later to get the throne]], the Real Ludmilla gradually reveals she's truly [[TheSociopath sociopathic for a long time]] as well as a implied {{Sadist}} given that she strangles a rat for no real reason and has an apparent private chamber to torture prisoners behind Prince Ivan's back.
26** When she discovers that Ivan is alive, she makes a slight NightmareFace demanding Vol why he just locked him in the tower didn't kill him in the first place, discarding her usual forced politeness to engage in [[SuddenlyShouting angered and threatening shouting that makes her briefly menacing]].
27* NightmareRetardant: Dragon Ludmilla. Her transformation is definitely unsettling and grotesque, but the final result, a giant fat pinkish-purple dragon with pajama button-like bumps on her belly, is not very imposing.
28* ObviousJudas: Even before the reveal, its pretty easy to piece together that [[ObviouslyEvil Ludmilla]] is the real villain behind Ivan's kidnapping (or is at least ''a'' villain, anyway).
29* OlderThanTheyThink: Creator/TimCurry previously voiced a CGI animated character in a 2D animated film [[WesternAnimation/BeautyAndTheBeastTheEnchantedChristmas 2 years earlier]].
30* PopularWithFurries: Ludmilla's Dragon form has a ''very'' strong following among the "Scalies" portion of the Furry Fandom and her infamous transformation scene is also quite popular among TransformationFiction enthusiasts.
31* ProtectionFromEditors: Despite the nature of the film, Fox was reportedly 100% hands-off with the production and let Bluth and Goldman do whatever they wanted so long as it was completed for $40 million in fourteen months. While by no means considered a masterpiece, this is largely why most fans of his find it one of his better post-80s films.
32* SignatureScene: Ludmilla's transformation into a dragon. It's just such a bizarre scene, rife with things that could be considered {{Fanservice}} to some people and BodyHorror to others.
33* SoOkayItsAverage: The general consensus of the film. It's considered far better than the other sequels to Don Bluth films (this one being directed by Bluth himself certainly helped), but it's still considered a rather average kid flick with a basic story, not quite up to par with Don's best work.
34* SuspiciouslySimilarSong: Baba Yaga's song "Someone's in my House" sounds like a malicious version of [[WesternAnimation/{{Aladdin}} Friend Like Me]].
35* TearJerker:
36** When Bartok insults Baba Yaga after the third test, it causes the up till then villainous witch to cry from the remarks, which makes Bartok feel guilty and cry as well. This leads Baba Yaga to admit that she's actually very lonely, and reveals to Bartok that she had nothing to do with the Prince's disappearance and points him to the real culprit: Ludmilla.
37** [[WhatTheHellHero Piloff's tearful goodbye to Bartok after overhearing the insults he gave to Yaga]].
38* VanillaProtagonist: Bartok can be seen as this compared to the more colourful characters surrounding him, with his usual brand of humor that made him a sarcastic foil to Rapsutin's melodrama being overshadowed by his supporting casts' over-the-top nature and being [[PinballProtagonist dragged along throughout the plot to do the requests of others initially without his own initiative]].
39* SugarWiki/VisualEffectsOfAwesome: The character animation is very impressive for a direct to video movie, of course it helps when you have Don Bluth as the director.

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