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Russia is being terrorized by an evil witch known as Baba Yaga (Andrea Martin), and the only one who is not afraid of her is Bartok the Magnificent (Hank Azaria). Bartok, an albino bat, has just arrived in Moscow and is impressing everyone with his performances, including Prince Ivan (Phillip Van Dyke). However, Ivan's advisor, Ludmilla (Catherine O'Hara), finds Bartok annoying and naive, and she tries to make a Cossack stop his performance. After Bartok's show, a bear suddenly attacks. Bartok saves everyone by stunning the bear, knocking it over, and trapping it in a wagon.
Delighted with Bartok's bravery, everyone around him rewards him with gold, including Prince Ivan, who gives him a royal red ring, much to the displeasure of Ludmilla, who reminds him that the ring is only for members of the Romanov family, not commoners. She asks that he take the ring back, but Ivan disagrees, saying it is time for a change. Ludmilla, seeing that she cannot dissuade him, reluctantly allows it and they leave.
Ludmilla is still upset that Ivan has given a ring to a commoner, especially a street performer. Ivan retorts that that was his intention, and his friend Captain Vol (Diedrich Bader) agrees that Bartok was funny. Ludmilla, on the other hand, believes that Ivan needs to respect his duty to the crown, which incites Ivan, who is tired of listening to her, to say that he will do as he pleases and it is she who must respect the crown...