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NOTE: This spoiler sent in by Spiritflare. who says... "The movie is a metaphor for war through the eyes of a child, who are innocent and create fantasies to take them away from the evil occurring around them. The cinematography and magic-realism by Director Guillermo del Toro is a visual treat, and the movie will leave you thinking for a long time. It is one of those films that only get better when it is rewatched."

The movie opens with a journey through a magical kingdom.  The premise is that a princess ruled here and then died trying to escape to the human world.  

The scene then shifts to the Spanish countryside, circa 1944, during the Fascist regime of Franco. A young  girl Ofelia, (played by Ivana Baquero) and her pregnant mother Carmen (played by Ariadna Gil) are in a car being driven to meet Captain Vidal (played by Sergi López) who is the woman's husband.  He's a Fascist army captain who lives in an Army camp on the outskirts of the forest, and is committed to driving out the Resistance who live in the hills.  The mother asks Ofelia to call him Father, even if it means just saying the word. We can see that the young girl is not too pleased about meeting her new stepfather. Just before they arrive at their destination, the mother has nausea, and the car is stopped while she can get some fresh air.  At this time, Ofelia wanders out, and walks around to stretch her legs, and discovers a mysterious looking stone with an eye symbol on it.  She picks it up, and then sees a statue with a missing eye, and naturally places the stone in the missing socket.  A walking stick insect then comes out and looks at Ofelia, who is enthralled by this experience, but her mother calls to her and she wanders back to the car.

As the car pulls away, the flying insect follows it. Once they arrive at the camp, we observe the father is very domineering, forcing his wife to get into a wheelchair because the protection of the unborn baby is of utmost importance to him.  When Ofelia gets out of the car, she reaches out her left hand to shake Captain Vidal's hand, and he grabs her hand firmly and we see anger in his face when he tells Ofelia she's shaking with the wrong hand. It's not the kind of greeting you'd give to a child, but we can see Captain Vidal has ulterior motives.  Ofelia wanders off around the camp and discovers a stone labyrinth (maze) and we suddenly she bumps into her housekeeper Mercedes, (played by Maribel Verdú) who tells her she shouldn't be wandering amongst a bunch of old stones as she might get lost.

They head back into the house and settle in for the night.  That evening, as Ofelia is in bed with her mom, we can see that she's unhappy based on the general discussion with her mother, and also that she's captivated by her book collection, which she has brought along.

As they fall asleep, Ofelia is awakened and sees the stick insect hovering in front of her - she asks the insect if it is a fairy, and then shows it one of the fairies in her books.  The stick insect suddenly metamorphizes into a fairy like in the book, which affirms to Ofelia that it is indeed one.  The fairy beckons Ofelia to follow it, and leads her in the middle of the night through the Labyrinth to the middle, where she walks down a series of winding steps and is confronted by a horned creature Pan, who calls himself a faun (played by Doug Jones).  The faun tells Ofelia that she is a resurrected princess and he is her servant.

She must claim her rightful place at her parents side in the Underworld, and to accomplish this  she must complete 3 tasks before the full moon, to prove her purity.

The first task is to retrieve a golden key from the belly of toad who lives at the bottom of a tree.  She is also given a task book and told to read it alone, so it will outline the map of where she has to go and what she has to do. She's also given a bag of 3 magic rocks to use against the Toad. Ofelia watches all this fantastical stuff in awe and agrees, and she returns back to the house with the book.  In the meantime, we have cut scenes of the Army captain Vidal shaving while listening to old-time music, in-between reports from his officers of the Rebels in the hills and the situation.  The army captain wants to cut off the Rebel supply of food and medicine, and decides to store everything at his army camp, forcing all the townspeople to use ration cards to get their supplies, hoping to drive the Rebels from the hills.  

That evening, Ofelia asks Mercedes is she believes in fairies, because she saw one the previous night.  Mercedes replies she used to believe in fairies as a kid, but then the "real world" kicked in and now she no longer believes.  That night, Captain Vidal wants to host a dinner to introduce his wife to the town dignitaries and Doctor (who we shall see, plays an important role).  Ofelia is given a new dress by her mother, and told she has to be on her best behavior for her father that evening, whom Ofelia still calls "Captain".  As she prepares for her bath, Ofelia opens the magical book the Faun Pan gave her, and a map appears to the tree for her first tasks of retrieving the key from the Toad.  She heads outside in her pretty new dress and finds the tree. She takes off her new dress and hangs it outside.  There's a hole in the tree, and Ofelia crawls into this space and is swallowed up.   

She navigates her way through a tunnel into the bottom and is confronted by the Toad.  

After throwing 3 magic rocks into the toad's mouth, it expels its stomach and Ofelia finds the golden key, retrieves it, and crawls back up to the surface, and out of the tree.  In the meantime, it has rained, and her new dress which she hanged outside, is ruined.  As she makes her way back to the house, her mother Carmen has been looking all over the house for her, as she missed the Captain's dinner.  Finally her mother asks the housekeeper Mercedes to go outside and search for Ofelia. As Mercedes goes to the edge of the forest, she signals with her lantern in Morse code (we will find out Mercedes is working for the Resistance) - this signal is to make sure the Rebels in the forest recognize her.  However, Ofelia who is coming out of the forest sees this, and also realizes Mercedes is undercover, although she doesn't say anything.  

When they get back to the house, her mother is very disappointed with her for missing the dinner, and even more disappointed the dress is ruined.  Ofelia is sent to bed without supper, and we have a cut scene to where Captain Vidal who has been hosting his dinner guests and being condescending to his new wife in front of the guests, is called outside because of some emergency.  His officers have found two men - a father and his son, hunting in the forest, and suspect they are Rebels.  The young boy pleads with Captain Vidal, telling him he and his father were only hunting rabbits, and that they are not lying.

The captain picks up a bottle and stabs the boy in the face with it, in front of his father, beating him to death.  We can now see what an evil person Vidal really is.  He then shoots the father in the stomach killing him, and after this goes through their bags only to discover two rabbits.  The men were telling the truth.  The captain has no conscience, only telling his men to search people better next time instead of interrupting his dinner, and walks away with the rabbits to hand them to Mercedes, and orders her to cook them for the dinner.   

That evening, as Ofelia sleeps, she is again woken up by the fairy who leads her to the Faun in the middle of the Labyrinth, and he tells her she has another tasks to accomplish - she must take the key to a room where an evil creature lives, and use it to open a box and fetch a dagger.  By now, Ofelia is beginning to be somewhat suspicious of the Faun's intentions - why does he want her to get a knife, and what is he going to do with it?  

Nonetheless, she agrees, and he tells her she must do this before the Full moon.  She returns to her bed. As she is bathing the next day, she opens her magic book and sees the pages darken with blood. At that moment, her mother screams out in pain, and we see blood between her legs.  Something is not right with her pregnancy. Ofelia yells for help, and the Captain calls the Doctor (played by Álex Angulo) telling him that he must save his wife, and if it comes to saving the wife or baby, then save the baby instead, because his Son is the most important thing to him.  We can see that Captain Vidal's only interest in having Carmen there is to birth his child - but that he really cares nothing of her or Ofelia - they are merely there to serve his objective.  The Doctor asks the Captain what makes him so sure it will be a boy, and the Captain replies some profanity at the Doctor.  

In the meantime, we cut to scenes where the supplies which Vidal wanted stored at the Army Base are all brought in, and Mercedes is given the key to the warehouse.  The Captain asks her if there is only 1 copy of the key, to which Mercedes replies yes.  We will see later the significance of this.  

That night, when Ofelia goes to bed, she sits with Mercedes who tells her everything will be okay with her mother.  This is when Ofelia asks Mercedes if she's working for the Resistance.  Mercedes realizes Ofelia knows, and asks her if she's told anyone.  Ofelia says no, that she doesn't want anything bad to happen to Mercedes.  In the meantime, we see a few acts of sabotage from the Rebels in the hills, and the Captain and his men head out into the kills, trying to hunt down the Rebels.  They discover the Rebel's camp, which is empty, but Captain Vidal finds a vial of antibiotics. This will become significant later.   

That evening, Mercedes and the Doctor head out into the hills, and are met by the Rebels - the Doctor is helping the Resistance alongside Mercedes, and he treats the men who are injured.  Mercedes's brother Pedro is the leader of the Rebels.  During this time, with all this fighting and her mother's sickness occurring, Ofelia manages to miss the 2nd task.

That night, she is visited by the Faun Pan, who demands to know why she skipped out.  Ofelia replies that her mom has been sick, and she's been afraid.  The Faun is angry, and tells her that's no excuse - she must complete the other 2 tasks before the Full moon, or she'll never return to her magical kingdom. Ofelia hesitates, but agrees.  The Faun tells her the 2nd tasks will be dangerous - as we discussed earlier, she must use the golden key to retrieve the dagger, but in that room is an evil creature sitting at a table, and on the table is a feast of beautiful foods.  The only requirement is that Ofelia cannot, under any circumstances, eat from the fruit. If she does, her life will be in danger.  He gives her a bag with 3 fairies in it to guide her through this task. The faun also tells Ofelia that she will cure her mother's illness by planting a yam in a bowl of milk under her mother's bed, and feeding it 2 drops of milk every day.  He tells her the Yam is a baby tree that always wanted to be human.  Ofelia does this, and we see her biting her finger and dripping her blood into the bowl - after this, her mother starts feeling better again.  

That evening, Ofelia goes to complete her 2nd task, and she goes into the room with the creature sitting at the table - it's an creature without eyes and all around the room are pictures of this creature killing babies, while sitting at a table of delicious foods.  Is this metaphorical for her evil father Vidal who kills people and then survives on the stolen wealth from their blood?  She places the key into the box and retrieves the dagger, but as she is walking out, she glances at the food on the table.  Uh oh.  The fairies who her guiding her try to distract her, but Ofelia picks up a grape and eats it.  

We see the creature who has been silent all this time stir, and he puts his two eyes into his hands so he can see. The creature gets up and starts towards Ofelia, but the fairies distract him, but he grabs them and bites their heads off.  Just then, Ofelia is broken from her trance and with the last remaining fairy, manages to escape in the nick of time.  She then realizes what a mistake she made and how she almost died if it had not been for the fairies sacrifice.   

We cut to a scene of bombing around the camp - everyone is woken up and there are explosions.  It is a rebel attack.  As Captain Vidal heads to protect the warehouse (Mercedes had earlier passed on this information to the Rebels), he discovers it has been broken into, but that the lock has not been tampered with.  How would the rebels remove all the supplies from the Warehouse when they had grenades and guns, but decide not to blow up the warehouse to break in but manage steal everything?  Captain Vidal finds this unusual, but doesn't really yet suspect there might be another key other than the one he gave Mercedes.  

The next day, there is another Rebel attack, but this time Captain Vidal's men catch one of the Rebels and Captain Vidals brings out all his instruments of torture - and tortures the poor man in a very cruel way.  The Doctor is brought in, but it is too late - Vidal only wanted the Doctor to keep the man alive so he could torture him some more, but the Doctor gives the man an injection to end his suffering.  Just before the man dies, he tells the Doctor he spoke under torture, not a lot, but he did.  The Doctor tells him it's okay, and the man dies.  When Vidal comes back, he notices an antibiotic vial in the Doctor's bag - the same kind he found at the Rebel's camp earlier, and immediately knows the Doctor is helping the Resistance.  He asks the Doctor why he didn't keep the tortured Rebel alive as he commanded, but the Doctor says that only Vidal can follow orders, but some men can't - just because they're told.  As the Doctor walks away, Captain Vidal shoots him in the back.

That evening, Ofelia is visited by the Faun, and he's happy at first when she hands him the dagger, but when she admits she ate some of the fruit at the table, and that two of the fairies were killed, the Faun is furious and tells her she's ruined everything- that she can never return to the Underworld, and that she will die on earth as a mortal.  Ofelia is crying, but the Faun tells her that she will never see him again.  

We then cut to a scene of Ofelia under her mother's bed, who is feeling fine now, and checking on the bowl of milk and yam.  Suddenly Captain Vidal grabs her and pulls her out from under the bed, screaming at her - discovering the bowl of milk which he throws out, and tosses the yam into the fire, where it burns up.  Ofelia is crying, and Vidal almost hits her - we can see that he thinks nothing of her as his child, and yells at his wife Carmen saying all this is because Ofelia is reading those "stupid" books.  As the yam burns up, Ofelia's mom clutches her stomach and goes into labor, and the Doctor is brought in.   

Unfortunately, Carmen dies, but the baby is saved just as the Captain wanted, and suddenly Ofelia is an orphan.   That night, Mercedes is called into the Captain's room, and questioned about the Warehouse key. The captain suspects something, and Mercedes decides she has to escape that night before it's too late. Ofelia begs her to take her with her, which Mercedes doesn't want to take the risk, but finally relents and they both leave in the middle of the night and head  to the forest, so the Rebels will pick them up.  However, Captain Vidal catches them and he orders Mercedes to be tied up to the torture pole, and punches Ofelia in the face, asking her how long she has known Mercedes is part of the resistance.

As Vidal gets ready to torture Mercedes again, she manages to cut her ropes with a knife she hid on herself, and stabs Vidal in the back, and then cuts his mouth open.  She warns him that if he hurts Ofelia, he will regret it, and she'll come back and kill him.  She runs out of the camp and manages to escape into the woods, but is chased by the Captain's men who have raised the alarm by now.  As the Captain's officer tells Mercedes he will be the one to kill her, he is suddenly shot in the back by a sniper.  All of a sudden, all of Vidal's men are picked off one by one.  The Rebels followed them and kill all the Fascists.  Mercedes is reunited with Pedro, and they decide to come back later and get Ofelia.

In the meantime, that night Ofelia is given her final task by the Faun - it is to get her baby brother - Vidal's son, and deliver him to the center of the Labyrinth by midnight of the Full Moon, that same evening.  Ofelia agrees, and manages to drug the drink of Captain Vidal with a sedative, and sneak off with the baby.  Vidal realizes he has been drugged, and follows Ofelia with his gun, trying to shoot her.  She gets to the center of the maze, and the Faun tells her to hand over the baby boy - but Ofelia sees the dagger she got from the 2nd task, and doesn't want to - she suspects something.  The Faun tells her the only way the portal to the Underworld can be opened is by sacrificing it with the blood of an "innocent".  Ofelia refuses, and the Faun asks her "Would you rather give up your throne and die a mortal to protect a brat you don't even know?" To which Ofelia says yes, she would, and she backs away, protecting the baby boy.  The Faun says fine, as she wishes, and disappears.  

Just then, Vidal appears, and forces Ofelia to hand over the baby to him.  When she does, he shoots her in the chest.  She falls down and slowly starts to die, blood dripping from her hand into the hole in the middle of the maze.  As she's dying, she dreams of seeing her parents in the Underworld, and they rightfully tell her she has made the right choice - the blood of an "innocent" is her blood, and she gave up her life to protect the baby.  They are waiting for her and she will live forever as a princess.  

In the meantime, Vidal walks out of the Labyrinth with the baby, and the whole Rebel army is waiting for him, with Mercedes and Pedro at the front.  Vidal realizes he is doomed, and he hands over the baby to Mercedes asking her to tell the child when and what time his father died.  Mercedes lashes back that the child shall never know his father, and Pedro shoots Vidal.   Mercedes rushes to the center of the maze and finds Ofelia dying, and she sits with the child in her lap, crying, until Ofelia takes her last breath.   At that moment, we see Ofelia meeting the Faun in the Underworld, and her parents are sitting in their throne and everyone is applauding her.   The movie ends with a footnote saying that Ofelia ruled her kingdom for many centuries and was a kind and well-liked princess.


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Step father shoots Ofelia.
Guerillas kill step-father.
Ofelia "returns" to the underworld kingdom to sit beside her mother and father.
Long summary:
 She accomplishes task 1 successfully but makes an error in Task 2. The stepfather finds out about the Doctor's betrayal and kills him. Ofelia's mother dies in childbirth. The Stepfather finds out about the housekeeper's betrayal, but she manages to escape to the guerillas. The faun returns for a last chance and she takes her baby brother to the center of the labyrinth as her stepfather follows. (he's been drugged by some opium/ morphine). When asked to sacrifice the baby so she can open the door to the underworld kingdom, she refuses and the faun leaves. He father finds her, takes back the baby and shoots her in the stomach. Upon leaving the labyrinth he sees the guerillas surrounding him ans he hands over the baby to the housekeeper. He requests that they tell his son later... but she cuts him off saying the child will not even carry his name. Her brother shoots him and they head into the labyrinth to find Ofelia. She is slowly dying and the housekeeper takes her in her arms and hums a lullaby as Ofelia drifts off... She is "transported" to the throneroom where the king/ father says that choosing to spill her own blood over the blood of an innocent (babay brother) was the right solution to the last task. She is then welcomed by the faun and invited to sit next to her mother and father. Narrator ends saying that the princess reigned wisely for many years, and there are still signs of her passing in the moral realm if one knows where to look.

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