Mac and Bloo Meet The Wizard of Oz   is the first film in The Adventures of Mac and Bloo. It is followed by Mac, Bloo, and Alice in Wonderland.


(The film starts in sepia, the "Metro Goldwyn Mayer" logo is shown, the opening credits roll)

Metro Goldwyn Mayer presents

Mac and Bloo Meet The Wizard of Oz

A Victor Fleming production

With Judy Garland, Frank Morgan, Ray Bolger, Bert Lahr, Jack Haley, Billie Burke, Margaret Hamilton, Charley Grapewin, Sean Marquette, Keith Ferguson, Eleanor Audley, and the Munchkins

Screen play by Noel Langley, Florence Ryerson, and Edgar Allan Woolf

Adaptation by Noel Langley from the book by L. Frank Baum

Musical Program:

Musical adaptation by Herbert Stothart

Lyrics by E.Y. Harburg

Music by Harold Arlen, Associate Conductor: George Stoll

Orchestral and Vocal Arrangements: George Bassman, Murray Cutter, Paul Marquardt, Ken Darby

Musical numbers staged by Bobby Connolly

Photographed in Technicolor

Photographed in Technicolor by Harold Rosson, A.S.C., Associate: Allen Davey, A.S.C.

Technicolor Color Director: Natalie Kalmus, Associate: Henri Jaffa

Recording Director: Douglas Shearer

Art Director: Cedric Gibbons, Associate: William A. Horning, Set Decorations Edwin B. Willis

Special Effects: Arnold Gillespie

Costumes by: Adrian

Character make-ups created by Jack Dawn

Film Editor Blanche Sewell

Produced by Mervyn LeRoy

Directed by Victor Fleming

For nearly forty years this story has given faithful service to the Young in Heart; and Time has been powerless to put its kindly philosophy out of fashion. To those of you who have been faithful to it in return ...and to the Young in Heart --- we dedicate this picture.

(Mac, Bloo, Dorthy, and Toto are running down the road, they pause)

Dorothy: She isn't coming yet, Toto. Did she hurt you? She tried to, didn't she?

Mac: She'll probably be coming soon.

Bloo: What'll we do?

Dorothy: Come on. We'll go tell Uncle Henry and Auntie Em. Come on, Toto.

(they continue running and reach Dorthy's home)

Dorothy: Aunt Em! Aunt Em! Just listen to what Miss Gulch did to Toto-

Auntie Em: Dorothy, please. We're trying to count.

Dorothy: But Aunt Em, she hit him-

Uncle Henry: Don't bother us now, honey. The incubator's gone bad and we're likely to lose a lot of our chicks.

Dorothy: Oh. Oh, that poor little thing. But Aunt Em, Miss Gulch hit Toto right on the back with a rake just because she says he gets in her garden and chases her nasty old cat every day!

Auntie Em: Seventy. Dorothy, please!

Dorothy: But he doesn't do it every day! Just once or twice a week. And he can't catch her old cat anyway. And now she says she's gonna-

Auntie Em: Dorothy, we're busy.

Mac: C'mon, Dorothy, let 'em work.

Dorothy: Oh all right.

(Zeke, Hunk, and Hickory are working on a wagon)

Zeke: How's she coming?

Hunk: Take it easy. Ow! You got my finger!

Zeke: Well why don't you get your finger out of the way?

Hickory: There you are.

Hunk: Right on my finger!

Zeke: Lucky thing it wasn't your head.

Dorothy: Zeke, what am I gonna do about Miss Gulch? Just because Toto-

Zeke: Listen, honey, I got them hogs to get in.

Hunk: Now listen, Dorothy, you ain't using your head about Miss Gulch. You'd think you didn't have any brains at all.

Dorothy: I have so got brains.

Hunk: Well, why don't you use them? When you come home, don't go by Miss Gulch's place. Then Toto won't get in her garden, and you won't get in no trouble, see?

Dorothy: Oh, Hunk, you just won't listen, that's all.

Hunk: Well, your head ain't made of straw, you know. (he accidentally hammers his hand)

Zeke: (to the hogs) Say, get in there before I make a dime bank out of you. (to Dorothy) Listen, kid, are you gonna let that old Gulch heifer try and buffalo you? She ain't nothing to be afraid of. Have a little courage, that's all.

Dorothy: (walking on the fence in the pigsty) I'm not afraid of her.

Zeke: Next time she squawks, walk up to her and spit in her eye. That's what I'd do.

Dorothy: (looses her balance) Oh! Oh! (falls in)

Mac: Dorothy!

Dorothy: Oh! Zeke! (Zeke rushes in to save her) Help! Help me, Zeke! Get me out of here! Help! (Zeke grabs her and gets her out) Oh! Oh!

Mac: You okay, Dorothy?

Dorothy: Yes, I'm all right. I fell in, and Zeke- (she notices that Zeke is scared too) Why, Zeke, you're just as scared as I am.

Hickory: What's the matter? You gonna let a little old pig make a coward out of you?

Hunk: Look at you-

Aunt Em: What's all this jabber-wapping when there's work to be done? I know three farm hands that'll be out of a job before they know it.

Hickory: Well, Dorothy was-

Auntie Em: I saw you tinkering with that contraption, Hickory. Now, you and Hunk get back to that wagon.

Hickory: All right, Mrs. Gale. But someday they're going to erect a statue to me in this town. And-

Aunt Em: Well, don't start posing for it now. (offers crullers) Here. Here, can't work on an empty stomach. Have some crullers.

Hunk: Gosh, Mrs. Gale.

Auntie Em: Just fried.

Zeke: You see, Dorothy toppled into the-

Auntie Em: It's no place for Dorothy around a pigsty! Now you go feed those hogs before they worry themselves into anemia!

Zeke: Yes.

Dorothy: Auntie Em, really, you know what Miss Gulch said she was going to do to Toto? She said she-

Auntie Em: Now, Dorothy, stop imagining things. You always get yourself into a fret over nothing. Now you and your friends just help us out today, and find yourself a place where you won't get into any trouble. (she leaves)

Dorothy: Someplace where there isn't any trouble. Do you suppose there is such a place, Mac?

Mac: I don't know, Dorothy.

Dorothy: There must be.

Bloo: What kinda place is it?

Dorothy: It's not a place you can get to by a boat or a train. It's far, far away. Behind the moon. Beyond the rain. (singing) Somewhere over the rainbow, way up high, there's a land that I heard of once in a lullaby. Somewhere over the rainbow, skies are blue. And the dreams that you dare to dream really do come true. Someday I'll wish upon a star and wake up where the clouds are far behind me. Where troubles melt like lemon drops away above the chimney tops that's where you'll find me. Somewhere over the rainbow, bluebirds fly. Birds fly over the rainbow. Why then, oh, why can't I? If happy little bluebirds fly beyond the rainbow, why, oh, why can't I?

(Miss Gulch rides down the road on her bike, she arrives at Dorothy's home)

Miss Gulch: Gale.

Uncle Henry: Howdy, Miss Gulch.

Miss Gulch: I want to see you and your wife right away about Dorothy.

Uncle Henry: Dorothy? What has Dorothy done?

Miss Gulch: What's she done? I'm all but lame from the bite on my leg!

Uncle Henry: You mean, she bit you?

Miss Gulch: No, her dog!

Uncle Henry: Oh, she bit her dog, eh?

Miss Gulch: No.

(in the living room)

Miss Gulch: (about Toto) That dog's a menace to the community. I'm taking him to the sheriff and making sure he's destroyed.

Dorothy: Destroyed! Toto?

Mac and Bloo: What!?

Dorothy: Oh, you can't! You musn't! Auntie Em! Uncle Henry! You won't let her, will you?

Uncle Henry: Of course we won't. Uh, will we, Em?

Dorothy: Please, Aunt Em! Toto didn't mean to. He didn't know he was doing anything wrong. I'm the one that ought to be punished. I let him go in her garden. You can send me to bed without supper.

Miss Gulch: If you don't hand over that dog, I'll bring a suit that'll take your whole farm! There's a law that protects folks against dogs that bite!

Auntie Em: How would it be if she keeps him tied up? He's really gentle. With gentle people, that is.

Miss Gulch: Well, that's for the sheriff to decide. (hands Auntie Em a sheet of paper) Here's his order allowing me to take him. Unless you wanna go against the law.

(Auntie Em hands the order to Uncle Henry)

Auntie Em: We can't go against the law, Dorathy. I'm afraid poor Toto has to go.

Miss Gulch: Now you're seeing reason. (takes out a basket) Here's what I'm taking him in, so he can't attack me again. (she holds the basket out in front of Dorothy)

Dorothy: Oh, no, no! I won't let you take him! (pushes the basket away) You go away or I'll bite you myself!

Auntie Em: Dorothy!

Dorothy: You wicked old witch! Uncle Henry, Auntie Em, don't let her take Toto. Don't let her take him. Please stop her!

Auntie Em: Put him in the basket, Henry.

(Uncle Henry takes Toto out of Dorothy's arms and puts him in the basket, Dorothy cries, she runs to her room, Mac and Bloo follow her)

Auntie Em: Almira Gulch, just because you own half the county doesn't mean you have the power to run the rest of us! For 23 years I've been dying to tell you what I thought of you! And now... well, being a Christian woman, I can't say it! (she leaves)

(Miss Gulch rides her bike down the road, Toto peeks his head out of the basket while she's not looking, he jumps out and runs home)

(in Dorothy's room, Dorothy is crying about Toto, Mac and Bloo are with her)

Mac: We're sorry about Toto, Dorothy.

Bloo: Eh, people lose their dogs all the time.

Mac: Bloo, you're not helping.

(they hear Toto barking, he comes through the window)

Dorothy: Toto, darling! Oh, I got you back! You came back! Oh, I'm so glad!

Mac: Wait, if Toto gat away, Miss Gulch will come back for him!

Bloo: You're right, Mac! What'll we do?

Dorothy: We've got to get away! We've got to run away!

(Mac, Bloo, Toto, and Dorothy walk down the road, they cross a bridge, they stop and notice Professor Marvel's wagon)

Mac: (reading the sign on the wagon) "Professor Marvel, acclaimed by the crowned heads of Europe." Hey, Bloo, remember that trip to Europe we never took? Maybe this guy can take us there!

Bloo: Awesome!

(Professor Marvel sings indistinctly, he steps out and spots Mac, Bloo, and Dorothy)

Professor Marvel: Well, well, well! Houseguests, eh? (chuckles) And who might you be? No, no. Now, don't tell me. Let's see. You're... you're traveling in disguise. No, that's not right. You're... you're going on a visit. No, I'm wrong. Let's see what we... You're... you're running away.

Bloo: How'd you guess?

Professor Marvel: (laughs) Professor Marvel never guesses, he knows. Now, why are you running away? No, no. Now, don't tell me. They uh... they don't understand you at home. They don't appreciate you. You want to see other lands. Big cities, big mountains, big oceans.

Dorothy: Why, it's just like you could read what was inside of me.

(Professor Marvel chuckles, Toto eats the hot dog he was roasting)

Dorothy: Toto, that's not polite! We haven't been asked yet.

Professor Marvel: Oh, he's perfectly welcome. As one dog to another, huh? (chuckles) Now, let's see, where were we?

Dorothy: Please, Professor, why can't we go with you and see all the crowned heads of Europe?

Professor Marvel: Do you know any? Oh, you mean the thing. Yes. Well, uh, I never do anything without consulting my crystal first. Let's go inside here. We'll... Just come along. I'll show you. (he escorts Mac, Bloo, and Dorothy inside his wagon) That's right. Here. Sit right down here. That's it. This is the same genuine, magic, authentic crystal used by the priests of Isis and Osiris in the days of the Pharaohs of Egypt in which Cleopatra saw the approach of Julius Caesar and Marc Anthony. And so on, and so on. Now... you uh, you'd better close your eyes, my friends, for a moment in order to be better in tuned with the Infinate. We uh, we can't do these things without reaching out into the Infinite. (he looks at a photo of Dorothy and Antie Em) Yes, that's all right. Now you can open them. We'll gaze into the crystal. Ah. What's this I see? A house with a picket fence. And a barn with a weathervane of a running horse.

Dorothy: That's our farm!

Professor Marvel: Yes. Yes. There's a woman. She's uh, she's wearing a polka-dot dress. Her face is careworn.

Dorothy: That's Aunt Em.

Professor Marvel: Yes. Her name is Emily.

Dorothy: That's right.

Bloo: What's she doin'?

Professor Marvel: Well, I can't quite see. Why she's crying. Someone has hurt her. Someone has just about broken her heart.

Dorothy: Me?

Professor Marvel: Well, it's... it's someone she loves very much. Someone she's been very kind to. Someone she's taken care of in sickness.

Dorothy: I had the measles once, and she stayed right by me every minute.

Professor Marvel: Uh-huh.

Mac: What's she doing now?

Professor Marvel: Yes, she's... What's this? Why, she's putting her hand on her heart! She's dropping down on the bed.

Dorothy: Oh, no, no!

Professor Marvel: Well, that's all. The crystal's gone dark.

Dorothy: You don't suppose she could really be sick, do you? Oh, we've gotta go home right away.

Professor Marvel: But what's this? I thought you and your friends were going along with me.

Dorothy: Oh, no, no, we have to get to her right away! Come on, Toto! Come on!

Mac: Come on, Bloo!

(Mac, Bloo, and Dorothy exit the wagon, the wind starts blowing)

Dorothy: Goodbye, Professor Marvel. And thanks a lot!

Professor Marvel: (to his horse) Better get under cover, Sylvester. There's a storm blowing up. A whopper, to speak in the vernacular of the peasantry. Poor little kid. I hope she and her friends get home all right.

(at Dorothy's home, a tornado is blowing in the background)

Uncle Henry: Get them horses loose! Where's Hickory? Hickory? Hickory! Doggone it!

Hunk: It's a twister! It's a twister!

(Auntie Em steps out of the house)

Auntie Em: Dorothy! Dorothy!

(Mac, Bloo, Dorothy, and Toto are getting closer to the farm)

Uncle Henry: Come on! Everybody in the storm celler!

(Mac, Bloo, and Dorothy struggle to walk through the wind, Dorothy picks up Toto)

Auntie Em: Henry, I can't find Mac, Bloo, and Dorothy! They're out in the storm!

Uncle Henry: We can't look for them now. Come on, get in the celler! Hurry up!

(Auntie Em, Uncle Henry, Hunk, Hickory, and Zeke head into the celler, Dorothy kicks a fence open, she, Mac, and Bloo enter the house, Auntie Em, Uncle Henry, Hunk, Zeke, and Hickory close the celler door, Mac, Bloo, and Dorothy are in the house)

Dorothy: Auntie Em! Auntie Em?

Bloo: Where the heck is everybody!?

Mac: Maybe they're in the celler!

Dorothy: Auntie Em!

(Mac, Bloo, and Dorothy go outside, Dorothy tries to open the celler door but it won't budge)

Dorothy: Auntie Em! Uncle Henry!

(Mac, Bloo, and Dorothy go back into the house)

Dorothy: Auntie Em! (a window breaks and hits her, she screams and drops on the bed)

Mac: Dorothy!

Bloo: Let's go Mac.

Mac: We can't just leave Dorothy here!

Bloo: Dorothy's a gonner, face it.

Mac and Bloo: Whoa!!!

(The house is lifted into the air by the tornado)

Bloo: Dorothy!

Mac: Dorothy, wake up!

(Dorothy awakens and sits up, she looks out the window, an old woman knitting in a chair waves at her, Mac, and Bloo, a cow flies by, two men in a rowboat wave, Dorothy looks down)

Dorothy: We must be up inside the cyclone!

Bloo: Yeah, no kidding.

(Miss Gulch appears outside the window on her bike)

Dorothy: Oh, Miss Gulch!

Mac: Not her again!

(Miss Gulch changes into a witch, Mac and Bloo gasp, the witch cackles, Mac, Bloo, and Dorothy scream as they slide around in the house, the tornado disappears, the house plummets and hits the ground)

Dorothy: Oh! (she gets off her bed)

Mac: Let's go out and see where we landed.

(the three friends make their way to the door, Dorothy opens it, the film is now in color as Mac, Bloo, and Dorothy step outside the house and into the Land of Oz)

Bloo: (in awe) Whoa.

Mac: (in awe) Whoa.

(the camera scrolls around as Mac, Bloo, and Dorothy explore, it finally comes back to them)

Dorothy: Mac, Bloo, Toto, I have a feeling we're not in Kansas anymore.

(a group of Munchkins spy on them from a bush)

Mac: Where are we?

Dorothy: We must be over the rainbow!

(a colorful bubble approaches)

Bloo: What the heck is that?

Mac: I don't know.

(Mac, Bloo, and Dorothy back away as the bubble turns pink, it fades away to reveal Glinda)

Dorothy: Now I... I know we're not in Kansas.

(Glinda walks up to Dorothy)

Glinda: (to Dorothy) Are you a good witch or a bad witch?

Dorothy: Who, me?

(Glinda nods)

Dorothy: Why, I'm not a witch at all. I'm Dorothy Gale, from Kansas.

Mac: I'm Mac, and this is Bloo.

Glinda: Oh. (points at Toto with her wand) Well, is that the witch?

Dorothy: Who, Toto? Toto's my dog.

Glinda: (giggles) Well, I'm a little muddled. The Munchkins called me because a new witch and her friends have just dropped a house on the Wicked Witch of the East. And there's the house, and here you are, and that's all that's left of the Wicked Witch of the East.

(the Witch's feet are seen sticking out from under the house with the Ruby Slippers on them, Mac, Bloo, and Dorothy look shocked)

Glinda: And so, what the Munchkins want to know is, are you a good witch or a bad witch?

Dorothy: But I've already told you, I'm not a witch at all. Witches are old and ugly.

(the Munchkins laugh)

Mac: What was that?

Glinda: The Munchkins. They're laughing because I am a witch. I am Glinda, the Witch of the North.

Dorothy: You are? Oh, I beg your pardon! But I've never heard of a beautiful witch before.

Glinda: Only bad witches are ugly. The Munchkins are happy because you have freed them from the Wicked Witch of the East.

Dorothy: Oh.

Bloo: What the heck are Munchkins?

(the Munchkins laugh)

Glinda: The little people who live in this land. It's Munchkinland. And you are their national heroes, my dears. (to the Munchkins) It's all right. You may all come out and thank them. (singing) Come out, come out, wherever you are, and meet the young lady and her friends who fell from a star. They fell from the sky. They fell very far. And Kansas, they say is the name of the star.

Munchkins: Kansas, they say is the name of the star.

Glinda: They bring you good news, or haven't you heard? When they fell out of Kansas, a miracle occured.

Dorothy: It really was no miracle. What happened was just this: the wind began to switch, the house to pitch. And suddenly the hinges started to unhitch. Just then, the Witch, to satisfy an itch, went flying on her broomstick, thumbing for a hitch.

Male Munchkin: And oh, what happened then was rich.

Munchkins: The house began to pitch. The kitchen took a slitch. It landed on the Wicked Witch in the middle of a ditch, which was not a healthy situation for the Wicked Witch. The house began to pitch. The kitchen took a slitch. It landed on the Wicked Witch in the middle of a ditch, which was not a healthy situation for the Wicked Witch, who began to twitch and was reduced to just a stitch of what was once the Wicked Witch.

(Mac, Bloo, and Dorothy climb into a carriage)

Munchkin in blue and pink: (to Mac, Bloo, and Dorothy) We thank you very sweetly for doing it so neatly.

Another Munchkin: You've killed her so completely, that we thank you very sweetly. (gives Dorothy flowers)

Glinda: Let the joyous news be spread! The Wicked Old Witch at last is dead!

(the carriage moves)

Munchkins: (singing) Ding-Dong! The Witch is dead. Which old witch? The Wicked Witch. Ding-Dong! The Wicked Witch is dead. Wake up, you sleepyhead. Rub your eyes, get out of bed. Wake up, the Wicked Witch is dead. She's gone where the goblins go below, below, below. Yo-ho! Let's open up and sing, and ring the bells out. Ding-Dong! The merry-o. Sing it high, sing it low. Let them know the Wicked Witch is dead.

(Munchkins blow a fanfare as the mayor appears, Mac, Bloo, and Dorothy step out of the carriage)

Mayor: As mayor of the Munchkin City in the county of the Land of Oz, I welcome you most regally.

Munchkin in pink: But we've got to verify it legally to see...

Mayor: To see?

Munchkin in pink: If she...

Mayor: If she?

Munchkin in pink: Is morally, ethically...

Munchkin in brown and white: Spiritually, physically...

Munchkin in pink and white: Positively, absolutely...

All: Undeniably and reliably dead.

(the Munchkin coroner comes up the steps with a certificate of death)

Munchkin coroner: As coroner, I must aver. I thoroughly examined her. And she's not only merely dead, she's really most sincerely dead.

Mayor: Then this is a Day of Independence for all the Munchkins and their descendants.

Munchkin in pink: If any!

Mayor: Yes, let the joyous news be spread. The Wicked Old Witch at last is dead!

Munchkins: (singing) Ding-Dong! The Witch is dead. Which old witch? The Wicked Witch. Ding-Dong! The Wicked Witch is dead. Wake up, you sleepyhead. Rub your eyes, get out of bed. Wake up, the Wicked Witch is dead. She's gone where the goblins go below, below, below. Yo-ho! Let's open up and sing, and ring the bells out. Ding-Dong! The marry-o. Sing it high, sing it low. Let them know the Wicked Witch is dead.

(the Munchkins march and dance as they gather around Mac, Bloo, and Dorothy, three female Munchkins dance in to greet them)

Female Munchkins: We represent the Lullaby League, the Lullaby League, the Lullaby League. And in the name of the Lullaby League, we wish to welcome you to Munchkinland.

(three male Munchkins dance up to Mac, Bloo, and Dorothy)

Male Munchkins: We represent the Lollipop Guild, the Lollipop Guild, the Lollipop Guild. And in the name of the Lollipop Guild, we wish to welcome you to Munchkinland. (one of them gives Dorothy a lollipop)

Munchkins: We welcome you to Munchkinland. Tra-la-la-la-la-la. Tra-la-la, tra-la-la. Tra-la-la-la-la la-la.

Mayor: From now on you'll be history.

Munchkin in pink: You'll be his-

Munchkin in pink and white: You'll be his-

Mayor: You'll be history.

All: And we will glorify your names.

Mayor: You will be a bust.

Munchkin in pink: Be a bust.

Munchkin in pink and white: Be a bust.

All: In the hall of fame.

Munchkins: Tra-la-la-la-la-la. Tra-la-la, tra-la-la. Tra-la-la-la-la la-la. Tra-la-la-la-la-la. Tra-la-la, tra-la-la. Tra-la-la-la-la, la-la. Tra-la-la-la-la-la. Tra-la-la, tra-la-la. Tra-la-la-la-la, la...

(the Munchkins scream and drop as the Wicked Witch of the West appears from a cloud of red smoke, Maleficent appears from a bolt of lightening and green flames, Mac and Bloo gasp, Dorothy looks shocked, Maleficent and the Witch of the West approach where the Witch of the East lies dead)

Dorothy: (to Glinda) I thought you said she was dead.

Glinda: That was her sister, the Wicked Witch of the East. This is the Wicked Witch of the West. She's worse than the other one was.

Mac: But who's that other witch?

Glinda: That's no witch. She's an evil fairy. She's even worse than the Wicked Witch of the West.

Witch: Who killed my sister? Who killed the Witch of the East?

Maleficent: (to Dorothy) Tell me, child, was it you?

Dorothy: No. No, it was an accident. I didn't mean to kill anybody.

Witch: Well, my little pretty, I can cause accidents too!

Mac: But she didn't mean it! Well, actually, it's kinda our fault too. But still!

Maleficent: What's this... A child with an imaginary friend? So, you too are responsible for the death of the Wicked Witch of the East?

Mac: No! Well... yeah. But it was an accident!

Bloo: Who the heck are you anyway, lady?

Maleficent: Why, I am Maleficent. As all who dwell in the Land of Oz would know. Now you must reciprocate the introduction. Who are you?

Bloo: Um... I'm Bloo, and this is my buddy, Mac.

Glinda: Aren't you forgetting the Ruby Slippers?

Witch: The slippers. Yes!

Maleficent: (chuckles) Oh, dear. How could we forget?

Witch: The slippers!

(Maleficent and the Witch of the West return to where the the Witch of the East lies dead, the Ruby Slippers disappear, the dead Witch's feet vanish under the house)

Maleficent: (gasps) No!

Witch: They're gone! The Ruby Slippers! What have you done with them? Give them back to me or I'll-

Glinda: It's too late! (points at the Ruby Slippers on Dorothy's feet with her wand) There they are, and there they'll stay!

(Dorothy gasps at the Ruby Slippers on her feet)

Mac: Wow. Dorothy, those slippers look great on you!

Witch: Give me back my slippers! I am the only one that knows how to use them. They're of no use to you. Give them back to me. Give them back!

Glinda: (to Dorothy) Keep tight inside of them. Their magic must be very powerful, or she wouldn't want them so badly.

Maleficent: Silence, Glinda, or you too will die!

Glinda: Oh, rubbish! You have no power here. Begone, before somebody drops a house on you too.

Witch: Very well. We'll bide our time. (to Dorothy) And as for you, my fine lady, it's true we can't attend to you and your friends here and now as we'd like. But just try to stay out of our way! Just try! I'll get you, my pretty, and your little dog too!

Maleficent: Heed my words, Mac and Bloo. In time, you will pay for what you've done.

(the Witch cackles and vanishes in a cloud of fire and red smoke, Maleficent laughs evilly as she disappears, the Munchkins gasp)

Glinda: (to the Munchkins) It's all right. You can get up. They're gone. It's all right. You can all get up. Oh! What a smell of sulfer! I'm afraid you've made rather bad enemies of Maleficent and the Wicked Witch of the Witch. The sooner you get out of Oz altogether, the safer you'll sleep, my dears.

Dorothy: Oh, we'd give anything to get out of Oz altogether.

Bloo: But how do we get back to Kansas?

Mac: We can't go the way we came.

Glinda: No, that's true. The only person who might know would be the great and wonderful Wizard of Oz himself.

Dorothy: The Wizard of Oz? Is he good or is he wicked?

Glinda: Oh, very good, but very mysterious. He lives in the Emerald City, and that's a long journey from here. Did you bring your broomsticks with you?

Dorothy: No, I'm afraid we didn't.

Mac: We don't even have broomsticks.

Glinda: Well, then, you'll have to walk. The Munchkins will see you and your friends safely to the border of Munchkinland. And remember, never let those Ruby Slippers off your feet for a moment, or you and your friends will be at the mercy of Maleficent and the Wicked Witch of the West. (kisses Dorothy on the forehead)

Dorothy: But how do we start for Emerald City?

Glinda: It's always best to start at the begining. And all you do is follow the Yellow Brick Road.

(Mac, Bloo, and Dorothy walk to the starting point of the Yellow Brick Road)

Dorothy: But what happens if we-

Glinda: Just follow the Yellow Brick Road.

(Glinda turns into a bubble and floats away, the Munchkins wave and call goodbye to her)

Dorothy: My! People come and go so quickly here!

Bloo: I'll say!

(Mac, Bloo, and Dorothy walk down the Yellow Brick Road)

Dorothy: (singing) Follow the Yellow Brick Road. Follow the Yellow Brick Road?

Mayor: Follow the Yellow Brick Road.

Munchkin in pink and white: Follow the Yellow Brick Road.

Female Munchkin: Follow the Yellow Brick Road.

Munchkin in pink: Follow the Yellow Brick Road.

Munchkins: Follow the Yellow Brick Road. Follow the Yellow Brick Road. Follow, follow, follow, follow. Follow the Yellow Brick Road. Follow the Yellow Brick. Follow the Yellow Brick. Follow the Yellow Brick Road. You're off to see the Wizard. The wonderful Wizard of Oz. You'll find he is a whiz of a wiz, if ever a wiz there was. If ever, oh ever a wiz there was. The Wizard of Oz is one because, because, because, because, because, because... Because of the wonderful things he does. You're off to see the Wizard. The wonderful Wizard of Oz.

(the Munchkins cheer and wave goodbye to Mac, Bloo and Dorothy who wave back, Mac, Bloo, Dorothy, and Toto eventually come across three Yellow Brick Roads, they pause)

Dorothy: Follow the Yellow Brick Road? Follow the Yellow...?

Mac: The Good Witch never said anything about there being more than one Yellow Brick Road.

Dorothy: Now which way do we go?

Scarecrow: (pointing to his left) Pardon me! That way is a very nice way.

(Mac, Bloo, and Dorothy spin around)

Dorothy: Who said that?

(Toto barks at the Scarecrow)

Dorothy: Don't be silly, Toto. Scarecrows don't talk.

Scarecrow: (points to his right) It's pleasant down that way too.

Dorothy: That's funny. Wasn't he pointing the other way?

Mac: I think he was.

Scarecrow: (points in both directions) Of course, people do go both ways.

Dorothy: (to the Scarecrow) Why, you did say something, didn't you?

(the Scarecrow shakes his head)

Mac: Come on, admit it...

(the Scarecrow shakes his head again, then he smirks and nods)

Dorothy: Are you doing that on purpose, or can't you make up your mind?

Scarecrow: That's the trouble. I can't make up my mind. I haven't got a brain. Only straw.

Bloo: How can you talk if you don't have a brain?

Scarecrow: I don't know. But some people without brains do an awful lot of talking, don't they?

Dorothy: Yes, I guess you're right. Well, we haven't really met properly, have we?

Scarecrow: Why, no.

Dorothy: How do you do?

Scarecrow: How do you do?

Dorothy: Very well, thank you.

Scarecrow: Oh, I'm not feeling at all well. You see, it's very tedious being stuck up here all day long with a pole up your back.

Dorothy: Oh, dear. That must be terribly uncomfortable.

Mac: Can't you get down?

Scarecrow: Down? No, you see, I'm- Well, I'm-

Dorothy: Oh, well, here. Let me help you.

Scarecrow: Oh, that's very kind of you. Very kind.

Dorothy: Oh, dear. I don't quite see how I can...

Scarecrow: Of course, I'm not bright about doing things... but if you'll just bend the nail down in the back, maybe I'll slip off and come-

Dorothy: Oh, yes! (bends the nail, the Scarecrow falls)

Scarecrow: Whoops! (laughs) There goes some of me again!

Dorothy: Oh! Does it hurt you?

Scarecrow: Oh, no. I just keep picking it up and putting it back in again. My! It's good to be free!

(the Scarecrow spins and falls over the fence, Dorothy screams, Mac and Bloo gasp)

Scarecrow: Did I scare you?

Dorothy: No, no. I just thought you hurt yourself.

Scarecrow: But I didn't scare you?

Mac: Uh... no, not really.

Scarecrow: I didn't think so.

(a crow lands on the fence behind the Scarecrow)

Scarecrow: (to the crow) Boo! Scat! Boo!

(the crow takes a piece of wheat off the Scarecrow and flies away)

Scarecrow: You see? I can't even scare a crow. They come from miles around just to eat in my field and... and laugh in my face. Oh, I'm a failure, because I haven't got a brain!

Dorothy: Well, what would you do with a brain if you had one?

Scarecrow: Do? Why, if I had a brain, I could- (singing) I could while away the hours, conferring with the flowers, consulting with the rain. And my head I'd be scratchin' while my thoughts were busy hatchin', if I only had a brain. I'd unravel every riddle for any individ'le, in trouble or in pain.

Dorothy: With the thoughts you'd be thinkin', you could be another Lincoln, if you only had a brain.

Scarecrow: Oh, I could tell you why the ocean's near the shore. I could think of things I never thunk before. And then I'd sit, and think some more. I would not be just a nothin', my head all full of stuffin', my heart all full of pain. I would dance and be merry. Life would be a ding-a-derry, if I only had a brain. Whoa! (he falls)

Dorothy: Wonderful! (puts straw back in the Scarecrow's body) Why, if our scarecrow back in Kansas could do that, the crows would be scared to pieces!

Scarecrow: They would? (Dorothy nods) Where's Kansas?

Dorothy: That's where I live. And I wanna get back there so badly, I'm going all the way to Emerald City to get the Wizard of Oz to help me and my friends.

Scarecrow: You're going to see a wizard?

Dorothy: (nods) Mm-hmm.

Scarecrow: Do you think if I went with you, this wizard would give me some brains?

Dorothy: I couldn't say. But even if he didn't, you'd be no worse off than you are now.

Scarecrow: Yes, that's true.

Dorothy: But maybe you better not. We've got a witch and an evil fairy mad at us and you might get into trouble.

Scarecrow: Witch? Evil fairy? I'm not afraid of a witch or an evil fairy! I'm not afraid of anything! Except a lighted match.

Mac: We don't blame you for that.

Scarecrow: But I'd face a whole box full of them for the chance of getting some brains. Look, I won't be any trouble, because I don't eat a thing. And I won't try to manage things, because I can't think. Won't you take me with you?

Dorothy: Why, of course we will!

Scarecrow: (jumps with joy) Hooray! We're off to see a wizard! (he looses his balance, Dorothy catches him)

Dorothy: Oh, you're not starting out very well.

Scarecrow: Oh, I'll try! Really, I will.

Dorothy: To Oz?

Scarecrow: To Oz!

Dorothy and Scarecrow: (singing) We're off to see the Wizard. The wonderful Wizard of Oz. We hear he is a whiz of a wiz, if ever a wiz there was. If ever, oh ever a wiz there was. The Wizard of Oz is one because, because, because, because, because, because... Because of the wonderful things he does. We're off to see the Wizard. The wonderful Wizard of Oz.

(Mac, Bloo, Dorothy, Toto, and the Scarecrow continue down the Yellow Brick Road, they come across a bunch of apple trees, the Wicked Witch hides behind one and disappears into the bushes, our heroes pause)

Dorothy: Oh. Apples! Oh, Look! Oh!

Bloo: These look pretty good.

(Dorothy picks an apple from a tree, the tree takes it back and hits her hand)

Dorothy: Ouch!

Tree: What do you think you're doing?

Dorothy: We've been walking a long ways and I was hungry and- did you say something?

Tree: She was hungry!

Another tree: She was hungry!

Tree: Well, how would you like to have someone come along and pick something off of you?

Dorothy: Oh, dear! I keep forgetting we're not in Kansas.

Mac: Well, duh.

Scarecrow: Come along, Dorothy. You don't want any of those apples. Hmm.

Tree: Are you hinting my apples aren't what they ought to be?

Scarecrow: Oh, no! It's just that she doesn't like little green worms.

Tree: Oh, you!

(the tree grabs at Dorothy, she screams and rushes out of the tree's grasp, Mac, Bloo, and the Scarecrow join her)

Scarecrow: (to Dorothy) We'll show you how to get apples.

(the Scarecrow teases the trees, Mac and Bloo make faces at them, the trees throw apples and hit the Scarecrow, knocking him down, the trees throw more apples)

Scarecrow: Hooray! I guess that did it. Help yourself.

(Dorothy is about to pick up an apple away from the Yellow Brick Road, she discovers the Tin Man, she taps on his foot two times, she taps on his shin two times, she climbs to her feet with her eyes locked on the Tin Man)

Bloo: What is it?

Dorothy: Why, it's a man! A man made out of tin! Yes!

Tin Man: (muffled) Oilcan. Oilcan.

Dorothy: Did you say something?

Tin Man: (muffled) Oilcan.

Bloo: What'd he say?

Dorothy: He said "oilcan."

Scarecrow: Oil can what?

Dorothy: Oilcan?

(Mac, Bloo, Dorothy, and the Scarecrow notice an oilcan on a nearby tree stump)

Dorothy: Oh, here it is. (she picks it up) Where do you want to be oiled first?

Tin Man: (muffled) My mouth.

Mac: Sorry?

Tin Man: (muffled) My mouth.

Scarecrow: (grabs the oilcan) He said his mouth. (he oils the Tin Man's lips and the left side of his jaw, he hands the oilcan back to Dorothy) The other side.

(Dorothy oils the right side of the Tin Man's jaw and his lips, the Tin Man moves his jaw back and forth)

Tin Man: Mm... Mm... Mm... My goodness! I can talk again! Oh! Oil my arms, please. Oil my elbows.

(Dorothy oils the Tin Man's right arm holding his ax up, she hands the oilcan to the Scarecrow who oils his left arm, Dorothy pulls the Tin Man's right arm down, he moans)

Mac: Did that hurt?

Tin Man: No, it feels wonderful. I've held that ax up for ages.

Dorothy: Goodness! How did you ever get like this?

Tin Man: Well, about a year ago, I was chopping that tree. When suddenly it began to rain. And right in the middle of a chop, I... I rusted solid. And I've been that way ever since.

Dorothy: Well, you're perfect now.

Tin Man: My neck. My neck. (the Scarecrow oils his neck) Perfect? Bang on my chest if you think I'm perfect. Go ahead, bang on it!

(Dorothy bangs on the Tin Man's chest three times, it echoes)

Scarecrow: Beautiful! What an echo!

Tin Man: It's empty. The tinsmith forgot to give me a heart.

Mac, Bloo, Dorothy, and Scarecrow: No heart?

Tin Man: No heart. All hallow. (he knocks on his chest and stumbles backwards, he starts singing) When a man's an empty kettle, he should be on his mettle. And yet I'm torn apart. Just because I'm presumin' that I could be kinda human if I only had a heart. I'd be tender, I'd be gentle. And awful sentimental. Regarding love and art. I'd be friends with the sparrows and the boy who shoots the arrows if I only had a heart. Picture me: a balcony. Above a voice sings low.

Woman's voice: Wherefore art thou, Romeo?

Tin Man: I hear a beat. How sweet! Just to register emotion, jealousy, devotion, and really feel the part, I could stay young and chipper and I'd lock it with a zipper if I only had a heart.

(The Tin Man starts walking, he pauses and points at his right knee, Dorothy oils it, he moves it around and resumes walking, he pauses again and poinst at his left knee, the Scarecrow oils it, the Tin Man turns and stumbles onto the Yellow Brick Road, Mac, Bloo, Dorothy, and the Scarecrow watch as he dances, bangs on his body, and blows steam out of his funnel hat, Dorothy whispers something into the Scarecrow's ear, the Scarecrow whispers back to her, the Tin Man stands straight while trying to keep his balance, Mac, Bloo, Dorothy, and the Scarecrow rush over as he starts leaning to the left, he leans to the right, his friends go to the right, he starts leaning left again, but leans right as his friends go to the left, Mac and the Scarecrow stand on the right while Bloo and Dorothy stand on the left, the Tin Man stands up straight, he stumbles and lands on the side of the Yellow Brick Road)

Dorothy: Are you alright?

Tin Man: I'm afraid I'm a little rusty yet.

Dorothy: Oh, dear! (she oils him) That was wonderful! You know, we were just wondering why you couldn't come with us to the Emerald City to ask the Wizard of Oz for a heart.

Tin Man: Well, suppose the Wizard wouldn't give me one when we got there.

Dorothy: Oh, but he will! He must!

Mac: She's right. We already came such a long way.

(Maleficent and the Witch laugh offscreen, our heroes spot them on top of a cottage)

Witch: You call that long?

Maleficent: Your journey has just begun.

Witch: Helping the little lady and her little friends along, are you, my fine gentleman? Well, stay away from them, (to the Scarecrow) or we'll stuff a mattress with you! (to the Tin Man) And you! We'll use you for a beehive!

Mac: Why don't you just leave us alone!?

Maleficent: Impudence will get you nowhere, child.

Witch: Here, Scarecrow. Wanna play ball? (laughs as she hurls a fireball on the ground at the Scarecrow's feet, the Scarecrow panics)

Bloo: Put it out!

(the Tin Man puts out the fire with his funnel, the Witch laughs and vanishes in a cloud of red smoke, Maleficent laughs evilly as she disappears)

Scarecrow: I'm not afraid of them. I'll see you get safely to the Wizard now, whether I get a brain or not! Stuff a matress with me! (scoffs)

Tin Man: I'll see you reach the Wizard, whether I get a heart or not. Beehive! Bah! Let them try and make a beehive out of me. (snaps his finger)

Dorothy: Oh, you're the best friends anybody ever had. And it's funny, but I feel as if I've known you all the time. But I couldn't have, could I?

Scarecrow: I don't see how. You weren't around when I was stuffed and sewn together, were you?

Tin Man: (points) And I was standing over there rusting for the longest time.

Dorothy: Still, I wish I could remember. But I guess it doesn't matter anyway. We know each other now, don't we?

Scarecrow: That's right.

Tin Man: We do.

Scarecrow: To Oz?

Tin Man: To Oz!

Dorothy, Scarecrow, and Tin Man: (singing) We're off to see the Wizard. The wonderful Wizard of Oz.

(Mac, Dorothy, the Scarecrow, and the Tin Man speak/sing at the same time in this part)

Dorothy, Scarecrow, and Tin Man: We hear he is a whiz of a wiz, if ever a wiz there was.

Mac: But we just came from that way!

Dorothy, Scarecrow, and Tin Man: (pause and turn around) If ever, oh ever a wiz there was. The Wizard of Oz is one because, because, because, because, because, because... Because of the wonderful things he does. We're off to see the Wizard. The wonderful Wizard of Oz.

(Mac, Bloo, Dorothy, the Scarecrow, and the Tin Man travel through a deep dark forest)

Dorothy: I don't like this forest. It's... It's dark and creepy.

Scarecrow: Of course, I don't know, but I think it'll get darker before it gets lighter.

Dorothy: (to the Tin Man) Do... Do you suppose we'll meet any wild animals?

Tin Man: Hmm... we might.

Scarecrow: Animals that... that eat straw?

Tin Man: Uh, some, but mostly lions and tigers and bears.

Mac: Lions?

Scarecrow: And tigers?

Tin Man: And bears!

Dorothy: Lions and tigers and bears! Oh, my!

Dorothy, Scarecrow, and Tin Man: Lions and tigers and bears!

Dorothy: Oh, my!

Dorothy, Scarecrow, and Tin Man: Lions and tigers and bears!

Dorothy: Oh, my!

Dorothy, Scarecrow, and Tin Man: Lions and tigers and bears!

Dorothy: Oh, my!

Dorothy, Scarecrow, and Tin Man: Lions and tigers and bears!

Dorothy: Oh, my!

(the Lion roars, our heroes freeze, Mac and Bloo gasp, the Lion comes out of the shadows)

Bloo: A lion!

(the Lion growls as he gets closer and closer, he bounces onto the Yellow Brick Road and continues growling, the Scarecrow and Tin Man lie on the ground, Mac, Bloo, and Dorothy hide behind a tree, the Lion stands up)

Lion: Put 'em up! Put 'em up! Which one of you first? I'll fight you both together, if you want. I'll fight you with one paw tied behind my back! I'll fight you standing on one foot! I'll fight you with my eyes closed! (to the Tin Man) Oh, pulling an ax on me, eh? (to the Scarecrow) Sneaking up on me, eh? Why...

Tin Man: Here, here. Go away and let us alone.

Lion: Oh, scared, huh? Afraid, huh? How long do you stay fresh in that can? (laughs) Come on, get up and fight, you shivering junkyard. (to the Scarecrow) Put your hands up, you lopsided bag of hay!

Scarecrow: Now, that's getting personal, Lion.

Tin Man: Yes, get up and teach him a lesson.

Scarecrow: W-what's wrong with you teaching him?

Tin Man: W-w-well, I hardly know him.

(Toto barks)

Lion: Well, I'll get you anyway, peewee.

(the Lion chases Toto through the bush, Dorothy picks up Toto, she, Mac, and Bloo run a few feet away and face the Lion, Dorothy hits him on the nose, the Lion starts crying)

Dorothy: Shame on you!

Lion: What did you do that for? I didn't bite him.

Mac: But you tried to, you jerk!

Dorothy: It's bad enough picking on a straw man, but when you go around picking on poor little dogs...

Lion: Well, you didn't have to go and hit me, did you? Is my nose bleeding?

Dorothy: Well, of course not.

(the Lion continues crying)

Dorothy: My goodness, what a fuss you're making! Well, naturally, when you go auound picking on things weaker than you are. Why, you're nothing but a great big coward!

Lion: You're right, I am a coward! I haven't any courage at all. I even scare myself! Look at the circles under my eyes. I haven't slept in weeks.

Bloo: You should try counting sheep.

Lion: That doesn't do any good. I'm afraid of 'em.

Scarecrow: Oh, that's too bad.

Mac: You think the Wizard could help him too, Dorothy?

Dorothy: I don't see why not. Why don't you come along with us? We're on our way to see the Wizard now. (points at the Tin Man) To get him a heart.

Tin Man: (points at the Scarecrow with his ax) And him a brain.

Dorothy: I'm sure he could give you some courage.

Lion: Well... wouldn't you feel degraded to be seen in the company of a cowardly lion? I would.

Dorothy: No, of course not.

Lion: Gee, that's... that's awfully nice of you. My life has been simply unbearable.

Dorothy: Oh. Well, it's all right now. The Wizard'll fix everything.

Lion: It's been in me so long. I just gotta tell you how I feel.

Dorothy: Well, come on!

Lion: (singing) Yeah, it's sad, believe me, missy. When you're born to be a sissy without the vim and verve. But I could show my prowess, be a lion, not a mouse if I only had the nerve. I'm afraid there's no denyin', I'm just a dandelion. A fate I don't deserve. I'd be brave as a blizzard.

Tin Man: I'd be gentle as a lizard.

Scarecrow: I'd be clever as a gizzard.

Dorothy: If the Wizard is a wizard who will serve...

Scarecrow: Then I'm sure to get a brain.

Tin Man: A heart.

Dorothy: A home.

Lion: The nerve!

Dorothy, Scarecrow, Tin Man, and Lion: Oh... we're off to see the Wizard. The wonderful Wizard of Oz. We hear he is a whiz of a wiz, if ever a wiz there was. If ever, oh ever a wiz there was. The Wizard of Oz is one because, because, because, because, because, because... Because of the wonderful things he does. We're off to see the Wizard. The wonderful Wizard of Oz.

(at the Witch's castle, Maleficent and the Witch watch Mac, Bloo, Dorothy, Toto, the Scarecrow, the Tin Man, and the Lion in a crystal ball, the Witch cackles)

Maleficent: Those fools failed to heed our warnings.

Witch: So, you won't take warning, eh? All the worse for you, then. We'll take care of you now instead of later! When I gain those Ruby Slippers, my power will be the greatest in Oz! (she stirs a mortar and pestle) And now, my beauties... something with poison in it, I think. With poison in it. But attractive to the eye and soothing to the smell! (her crystal ball displays a field of poppies) Poppies. Poppies! Poppies will put them to sleep. Sleep... Now they'll sleep.

(Mac, Bloo, and the others come out of the forest, they see Emerald City in the distance)

Dorothy: There's Emerald City! Oh, we're almost there! At last! At last! It's beautiful, isn't it?

Mac: Yeah!

Dorothy: Just like I knew it would be. He really must be a wonderful wizard to live in a city like that.

Lion: Well, come on then, what are we waiting for?

Scarecrow: Nothing! Let's hurry!

Dorothy: Yes, let's run!

(they dash through the poppy field)

Scarecrow: Come on! Come on!

Tin Man: Hurry! Hurry!

(Mac, Bloo, Dorothy, and the Lion slow down)

Scarecrow: Oh, look!

Tin Man: Come on! Come on!

Scarecrow: Look at the scenery. It's wonderful! Emerald City!

Dorothy: Oh... Oh. What's happening? What is it? I can't run anymore. I'm so sleepy.

Mac: Me too...

Bloo: I can't run anymore, either...

Scarecrow: Here. Give us your hands and we'll pull you along.

Dorothy: Oh, no, please. We have to rest for just a minute. Toto. Where's Toto?

Scarecrow: Oh, you can't rest now. We're nearly there.

(Mac, Bloo, and Dorothy fall fast asleep, the Tin Man cries)

Scarecrow: Don't cry. You'll rust yourself again!

Lion: Coming to think of it, forty winks wouldn't be bad. (he starts dropping to the ground, the Scarecrow and Tin Man pull him back up)

Scarecrow: Don't you start it too!

Tin Man: No! We ought to try and carry Mac, Bloo, and Dorothy.

Scarecrow: I don't think I could, but we could try.

Tin Man: Let's.

Scarecrow: Yes.

(the Lion falls down, fast asleep)

Tin Man: Now look at him. This is terrible!

Scarecrow: Here, Tin Man, help me. (he tries to pick up Dorothy, but she won't move) Oh, this is terrible! I can't budge her an inch. This is a spell, this is!

Tin Man: It's Maleficent and the Wicked Witch! What'll we do? Help! Help!

Scarecrow: It's no use screaming at a time like this. Nobody will hear you! Help! Help! Help!

(Glinda casts a spell to make snow fall)

Scarecrow: It's snowing!

Tin Man: No, it isn't.

Scarecrow: Yes, it is! Maybe that'll help!

Tin Man: Oh, but it couldn't help!

(Mac, Bloo, and Dorothy wake up)

Scarecrow: It does help! Mac, Bloo, Dorothy, you're waking up!

Dorothy: Oh. Oh.

(the Lion yawns and sits up)

Mac: Why's it snowing?

Lion: Unusual weather we're having, ain't it?

Dorothy: (points at the Tin Man) Look! He's rusted again. Oh, give me the oilcan, quick!

Scarecrow: Here. He is rusted.

(Maleficent and the Witch watch Dorothy oiling the Tin Man in the crystal ball)

Witch: Curses! Curses!

(Maleficent slams her staff on the ground in disgust)

Witch: Somebody always helps that boy, that imaginary friend, and that girl. But shoes or no shoes, we're still great enough to conquer them. And woe to those who try to stop us!

Dorothy: Come on, let's get out of here. Look! Emerald City is closer and prettier than ever!

(the six friends continue to Emerald City)

Women's voices: (singing) You're out of the woods. You're out of the dark. You're out of the night. Step into the sun. Step into the light. Keep straight ahead for the most glorious place on the face of the earth or the sky. Hold on to your breath. Hold on to your heart. Hold on to your hope. March up to the gate and bid it open.

(at the Witch's castle, the Witch takes her broomstick and prepares to take off)

Witch: To the Emerald City, as fast as lightening! (she flies off while cackling)

(our heroes reach the door to the Emerald City)

Women's voices: (singing) You're out of the woods. You're out of the dark. You're out of the night. Step into the sun. Step into the light. March up to the gate and bid it... open... open.

(Dorothy rings the bell, the gatekeeper pokes his head out of a hole in the gate)

Gatekeeper: Who rang that bell?

Mac, Bloo, Dorothy, Scarecrow, Tin Man, and Lion: We did!

Gatekeeper: Can't you read?

Scarecrow: Read what?

Gatekeeper: The notice!

Mac, Bloo, Dorothy, Scarecrow, Tin Man, and Lion: What notice?

Gatekeeper: It's on the door! As plain as the nose on my face! (he looks on the door but doesn't see the notice) Oh... Uh... Oh! Tsk, tsk, tsk, tsk, tsk, tsk. (he places the notice on the door and closes the hole)

Mac, Bloo, Dorothy, Scarecrow, Tin Man, and Lion: (reading the notice) "Bell out of order. Please knock."

(Dorothy uses the knocker, the gatekeeper pokes his head out again)

Gatekeeper: Well! That's more like it! Now, state your business.

Mac, Bloo, Dorothy, Scarecrow, Tin Man, and Lion: We wanna see the Wizard.

Gatekeeper: (gasps) The Wizard? But nobody can see the great Oz. Nobody's ever seen the great Oz! Even I've never seen him!

Mac: Then, how do you know he exists?

Gatekeeper: Because he's... Oh! You're wasting my time!

Dorothy: Oh, please. Please, sir. We've got to see the Wizard. The Good Witch of the North sent us.

Gatekeeper: Prove it!

Scarecrow: She's wearing the Ruby Slippers that she gave her.

(the gatekeeper sees the Ruby Slippers on Dorothy's feet)

Gatekeeper: Oh! So she is! Well, bust my buttons! Why didn't you say that in the first place? That's a horse of a different color! Come on in!

(the gatekeeper closes the hole, the Emerald City doors open, our heroes step inside, a coach pulled by a white horse pulls up)

Coachman: Cabby! Cabby! Just what you're looking for. Take you any place in the city, we does.

Bloo: Can you take us to see the Wizard?

Coachman: The Wizard? The Wizard? My gosh. Well... Yes, of course. But first I'll take you to a little place where you can tidy up a bit, what.

Dorothy: Oh, thank you so much! We've been gone such a long time, and we feel so mess- (she, Mac, and Bloo are surprised when they see that the horse is now purple) What kind of a horse is that?

Mac: I never saw a horse like that before!

Coachman: No, and never will again, I fancy. There's only one of him, and he's it. He's the horse of a different color you've heard tell about. (laughs)

People of Emerald City: (singing) Ha-ha-ha! Ho-ho-ho! And a couple of tra-la-las. That's how we laugh the day away in the merry old Land of Oz. Bzz, bzz, bzz! Chirp, chirp, chirp! And a couple of la-di-das. That's how the crickets crick all day in the merry old Land of Oz. We get up at twelve and start towork at one. Take an hour for lunch. And then at two we're done. Jolly good fun! Ha-ha-ha! Ho-ho-ho! And a couple of tra-la-las. That's how we laugh the day away in the merry old Land of Oz. Ha-ha-ha! Ho-ho-ho! Ha-ha-ha-ha-ha! That's how we laugh the day away. With a ho-ho-ho! Ha-ha-ha! In the merry old Land of Oz.

Men filling the Scarecrow with straw: Pat, pat here. Pat, pat there. And a couple of brand new straws. That's how we keep you young and fair in the merry old Land of Oz.

Men polishing and oiling the Tin Man: Rub, rub here. Rub, rub there. Whether you're tin or bronze. That's how we keep you in repair in the merry old Land of Oz.

Woman: We can make a dimpled smile out of a frown.

Dorothy: Can you even dye my eyes to match my gown?

Woman: Uh-huh.

Dorothy: Jolly old town!

Women trimming the Lion: Clip, clip here. Clip, clip there. We give the roughest claws.

Lion: That certain air of savoir-fare in the merry old Land of Oz.

(Mac, Bloo, Dorothy, the Scarecrow, the Tin Man, and the Lion laugh)

Dorothy, Scarecrow, Tin Man, Lion, and people of Emerald City: That's how we laugh the day away in the merry old Land of Oz. That's how we laugh the day away. With a ha-ha-ha! (laughing) In the merry old Land of Oz. (they laugh again, they stop and look up, Mac and Bloo gasp, the Witch flies in the sky above while leaving trails of smoke with her broom to write a message)

Lion: Who's her? Who's her?

Dorothy: It's the Witch! She's followed us here!

Lion: (reading the Witch's message) "Surrender Mac, Bloo, and Dorothy."

Woman #1: Mac, Bloo, and Dorothy? Who are Mac, Bloo, and Dorothy?

Woman #2: The Wizard will explain it!

Man #1: To the Wizard!

Man #2: To the Wizard!

Dorothy: Dear!

Mac: What're we going to do?

Scarecrow: We better hurry if we're gonna see the Wizard!

(the six friends follow the people of Emerald City to where the Wizard is)

Guard: Here! Here, here! Everything is all right. Stop that now, just... It's all right! Everything is all right! The great and powerful Oz has got matters well in hand. I hope. So, you can all go home! There's nothing to worry about! (the people leave, but Mac, Bloo, Dorothy, the Scarecrow, the Tin Man, and the Lion come up) Get out of here. Now go on! Go on home. Go home.

Dorothy: If you please, sir, we want to see the Wizard right away. All six of us.

Guard: Orders are, nobody can see the great Oz! Not nobody, not nohow!

Dorothy: Oh, but... but, please! It's very important.

Lion: And I got a permanent just for the occasion.

Guard: Not nobody, not nohow!

Scarecrow: But they're Mac, Bloo, and Dorothy!

Guard: The Witch's Mac, Bloo, and Dorothy? Well, that makes a difference. Just wait here. I'll announce you at once. (he marches through the door)

Scarecrow: Did you hear that? He'll announce us at once. I've as good as got my brain.

Tin Man: I can fairly hear my heart beating.

Dorothy: I'll be home in time for supper.

Mac: We'll get to tell everybody at Foster's what we did when we were gone.

Lion: In another hour, I'll be king of the forest. Long live the king! (singing) If I were king of the forest, not queen, not duke, not prince. My regal robes of the forest would be satin, not cotton, not chintz. I'd command each thing, be it fish or fowl, with a woof! And a woof! And a royal growl. As I click my heel, all the trees would kneel. And the mountains bow. And the bulls kowtow. And the sparrow would take wing. If I... If I were king, each rabbit would show respect to me. The chipmunks genuflect to me. Though my tail would lash, I would show compash for every underling. If I... if I were king. Just king.

(Mac, Bloo, Dorothy, the Scarecrow, and the Tin Man bow to the Lion, they head op the steps where he stands, the Scarecrow and Tin Man roll a green rug down the steps, they use a rug for his cape, the Lion walks up the steps with Mac, Bloo, Dorothy, and the Scarecrow carrying the end of the cape off the ground, the Tin Man breaks a flowerpot with his ax to make the Lion's crown)

Lion: Monarch of all I survey. Monarch of all I survey.

Dorothy: Your Majesty, if you were king, you wouldn't be afraid of anything?

Lion: Not nobody, not nohow!

Tin Man: Not even a rhinoceros?

Lion: Imposserous!

Dorothy: How about a hippopotamus?

Lion: Why, I'd trash him from top to "bottom-us."

Dorothy: Supposing you met an elephant?

Lion: I'd wrap him up in "cello-phant!"

Scarecrow: What if it were a brontosaurus?

Lion: I'd show him who's king of the forest!

Mac, Bloo, Dorothy, Scarecrow, and Tin Man: How?

Lion: How? Courage! What makes a king out of a slave? Courage! What makes the flag on the mast to wave? Courage! What makes the elephant charge his tusk in the misty mist or the dusky dusk? What makes the muskrat guard his musk? Courage! What makes the sphinx the Seventh Wonder? Courage! What makes the dawn come up like thunder? Courage! What makes the Hottentot so hot? What puts the "ape" in apricot? What have they got that I ain't got?

Mac, Bloo, Dorothy, Scarecrow, and Tin Man: Courage!

Lion: You can say that again. (laughs) Huh?

(the guard returns and yells)

Guard: The Wizard says go away! (he marches back inside)

Mac, Bloo, Dorothy, Scarecrow, Tin Man, and Lion: Go away?

Scarecrow: Looks like we came a long way for nothing.

Dorothy: (cries) And I was so happy. I thought we were on our way home.

Tin Man: Don't cry, Dorothy. We're gonna get you and your friends to the Wizard.

(the guard watches them through an opening on the door)

Scarecrow: We certainly are.

Dorothy: Auntie Em was so good to me... and I never appreciated it. Running away and hurting her feelings. Professor Marvel said she was sick. She may be dying... and it's all my fault.

(the guard cries, lots of tears run down his face)

Mac: We're never gonna see our friends at Foster's again.

Dorothy: I'll never forgive myself. Never, never, never.

Guard: (still crying) Please don't cry anymore. I'll get you into the Wizard somehow. Come on. I had an Aunt Em myself once. (he closes the opening on the door)

Bloo: Yes!

(our heroes stand up as the doors open, they slowly walk down the hallway)

Lion: Wait a minute, fellas. I was just thinking, I really don't want to see the Wizard this much. I better wait for you outside. (he turns to leave, but Dorothy and the Scarecrow stop him)

Scarecrow: What's the matter?

Tin Man: Oh, he's just scared again?

Dorothy: Don't you know the Wizard's gonna give you some courage?

Lion: I'd be too scared to ask him for it.

Dorothy: Well, then, we'll ask him for you.

Lion: I'd sooner wait outside. (he turns to leave, but Dorothy and the Scarecrow stop him again)

Dorothy: Why? Why?

Lion: Because I'm still scared! (he fiddles with his tail, pulls it and screams)

Scarecrow: What happened?

Lion: Somebody pulled my tail.

Mac: Uh, you did it yourself.

Lion: (looks at his tail) Oh.

Scarecrow: Come on.

(our heroes take one more step)

Wizard: Come forward!

(the doors up ahead open)

Lion: Tell me when it's over! (covers his eyes)

(our heroes step forward and see the Wizzard on a flaming, smoking throne)

Lion: Look at that. Look at that! (sobs) I wanna go home!

(Mac and Bloo gasp)

Wizard: I am Oz, the great and powerful! (to Mac, Bloo, and Dorothy) Who are you?

(our heroes tremble)

Wizard: Who are you?

(Mac, Bloo, and Dorothy come forward)

Dorothy: If you please, I am Dorothy... the small and meek.

Mac: I'm Mac, and this is Bloo.

Dorothy: We've come to ask you-

Wizard: Silence!

Dorothy: Oh! (she, Mac, and Bloo rush back to the others) Oh! Jiminy crickets!

Wizard: The great and powerful Oz... knows why you have come. Step forward, Tin Man!

(the Tin Man steps forward uneasily)

Wizard: You dare to come to me for a heart, do you? You clinking, clanking, clattering collection of caliginous junk!

Tin Man: Y-yes, sir. Y-yes, Your Honor. You see... a while back, we were walking down the Yellow Brick Road and-

Wizard: Quiet!

(the Tin Man panics and runs back to his friends)

Wizard: And you, Scarecrow... (the Scarecrow approaches him) have the effrontery to ask for a brain, you billowing bale of bovine fodder!

Scarecrow: Yes, Your Honor. I mean, Your Excellency. I-I mean, uh, Your Wizardry!

Wizard: Enough!

(the Scarecrow rejoins the others)

Wizard: And you, Lion!

(the Lion nervously moves forward)

Wizard: Well?

(the Lion faints, his friends try to wake him up)

Dorothy: You ought to be ashamed of yourself... frightening him like that when he came to you for help!

Mac: You probably don't even want to help us!

Wizard: Silence, whippersnapper! The beneficent Oz has every intention of granting your requests.

Mac and Bloo: Really?

Lion: (sits up) What's that? What'd he say? Huh? What'd he say?

Wizard: But first, you must prove yourselves worthy by performing a very small task.

Mac and Bloo: Fine, anything.

Wizard: Bring me the broomstick of the Witch of the West.

Mac and Bloo: What!?

Tin Man: B-b-b-b-b-but if we do that, we'll have to kill her to get it.

Wizard: Bring me her broomstick, and I'll grant your requests. Now go!

Lion: But what if she kills us first?

Wizard: I said go!

Mac: AHH! Run!

(the Lion panics, runs down the hall and jumps through a window, in the Haunted Forest, the camera scrolls onto a grotesque tree and onto a sign that reads "Haunted Forest, Witches castle 1 mile, I'd turn back if I were you!" our heroes walk through the forest, the Tin Man carries a wrench, the Lion carries a net and "witch remover", the Scarecrow carries a gun and a walking stick, they stop to read the sign)

Mac: "Haunted Forest, Witches castle 1 mile." Cool! We're going the right way!

Lion: "I'd turn back if I were you." (he turns to leave, but the Scarecrow and Tin Man stop him)

Mac: We're not leaving without the Witch's broomstick!

(our heroes slowly press on, the Lion growls, owls with glowing red eyes sit in a tree, the Lion tries to run away, but the Scarecrow and Tin Man bring him back, two vultures with glowing red eyes sit on another tree branch)

Scarecrow: I believe there's spooks around here.

Tin Man: That's ridiculous! Spooks. That's silly.

Lion: Don't you believe in spooks?

Tin Man: No. Why, only- (he's lifted into the air) Oh!

Bloo: NOOOOOO!!!!!!

(the Tin Man falls and hits the ground, Mac, Bloo, Dorothy, and the Scarecrow run over to help him, the Lion stays where he is)

Scarecrow: Are you all right?

Lion: I do believe in spooks. I do believe in spooks. I do, I do, I do, I do, I do, I do, I... do believe in spooks. I do believe in spooks. I do, I do, I do, I do, I do, I... do!

(Maleficent, the Witch, and the flying monkeys watch from the crystal ball)

Witch: (chuckles) You'll believe in more than that before we're finished with you. (to Nikko) Take your army to the Haunted Forest and bring us that boy, his imaginary friend, that girl, and her dog.

Maleficent: Do as you please with the others, but we want the children, the imaginary friend, and the dog alive and unharmed.

Witch: They'll give you no trouble. I promise you that. I've sent a little insect on ahead to take the fight out of them. Take special care of those Ruby Slippers. I want those most of all. Now, fly! Fly!

Maleficent: And do not fail us.

(the flying monkeys take flight)

Witch: Fly! Fly! Fly!

(in the Haunted Forest, our heroes see the flying monkeys in the sky, Mac and Bloo gasp)

Mac: Run!

(our heroes flee as the flying monkeys swoop in and chase them)

Dorothy: Help! Help! Help!

(the Tin Man tries to swing his ax at the monkeys, but one of them takes it from his hand, more flying monkeys jump on the Scarecrow)

Dorothy: Toto! Toto! Help! Toto! (two flying monkeys grab her by the arms and fly away, she screams)

(Nikko picks up Toto and flies off, two more flying monkeys carry Mac and Bloo)

Mac: Put me down!

Bloo: Help!

Mac: Help! Somebody help us!

(the rest of the flying monkeys leave the Haunted Forest)

Scarecrow: Help! Help! Help! (the Tin Man and Lion come to him)

Tin Man: Well, what happened to you?

Scarecrow: They tore my legs off and threw them over there! Then they took my chest out and they threw it over there! And-

Tin Man: Well, that's you all over.

Lion: They sure knocked the stuffings out of you, didn't they?

Scarecrow: Don't stand there, talking. Put me together. We've got to find Mac, Bloo, and Dorothy!

Tin Man: Now, let's see...

(at the Witch's castle)

Witch: What a nice little dog. (puts Toto in a basket, she turns to Mac, Bloo, and Dorothy) And you, my dears. What an unexpected pleasure.

Maleficent: It's so kind of you to pay us a visit.

Bloo: Look, ladies, if this is about us killing the Wicked Witch of the East, then we're sorry. But we don't want any trouble. We just want the Witch's broomstick. So, just give it to us, and we'll be on our w-

Maleficent: Silence!

Dorothy: What are you gonna do with my dog? Give him back to me!

Witch: All in good time, my little pretty. All in good time.

Dorothy: Oh, please give me back my dog.

Witch: Certainly, certainly.

Maleficent: But only if you give us the Ruby Slippers.

Dorothy: But the Good Witch of the North told me not to.

Witch: Very well. (to Nikko) Throw that basket in the river and drown him.

(Mac and Bloo gasp)

Dorothy: No! No! No! Here. You can have your old slippers, but give me back Toto!

Witch: That's a good little girl. I knew you'd see reason! (she reaches down to grab the Ruby Slippers, but sparks emmiting from them burn her fingers, she screams and retracts her hands)

Dorothy: Oh, I'm sorry! I didn't do it. Can I still have my dog?

Witch: No! Fool that I am, I should have remembered. Those slippers will never come off... as long as you're alive. But that's not what's worrying me. It's how to do it. These things must be done delicately, or you hurt the spell.

(Toto pokes his head out of the basket and runs)

Dorothy: Run, Toto, run!

Witch: (to Nikko) Catch him, you fool!

(Nikko chases Toto down the stairs, the drawbridge rises, Toto jumps off)

Dorothy: Run, Toto, run! Run, Toto, run!

(the Winkies throw spears at Toto, Maleficent shoots a lightening bolt from her staff at him, Toto escapes sucessfully)

Dorothy: He got away! He got away!

(Mac and Bloo laugh and dance, Maleficent slams her staff on the ground in disgust)

Witch: Oh! Which is more than you will! Drat, you and your dog! You and your friends have been more trouble to us than you're worth, one way and another. But it'll soon be over now! (picks up an hourglass) Do you see that? (turns it over) That's how much longer you and your friends have got to be alive. And it isn't long, my pretty. It isn't long! I can't wait forever to get those shoes!

(the Witch leaves the room, Maleficent laughs evilly as she disappears, the hourglass' sand continues to fall, Dorothy slumps on the Witch's chair, crying)

Dorothy: I'm frightened. I'm frightened, Auntie Em! I'm frightened.

(Auntie Em appears in the crystal ball)

Auntie Em: Dorothy! Dorothy! Where are you? It's me. It's Auntie Em. We're trying to find you and your friends. Where are you?

Dorothy: We're here in Oz, Auntie Em. We're locked up in the Witch's castle. And we're trying to get home to you, Auntie Em!

(Auntie Em disappears)

Dorothy: Oh, Auntie Em, don't go away! I'm frightened! Come back! Come back!

(the Wicked Witch of the West appears in the crystal ball)

Witch: "Auntie Em, Auntie Em! Come back!" I'll give you Auntie Em, my pretty! (cackles and disappears)

Bloo: Oh, Mac, what're we gonna do?

Mac: There's nothing we can do, Bloo. Except wait for the Scarecrow, the Tin Man, and the Lion to come save us. At least I hope they do.

(the hourglass' sand continues falling, Toto climbs down a cliff, he returns to the Haunted Forest, The Tin Man and Lion are stuffing the Scarecrow, Toto comes running in, barking)

Tin Man: Look! There's Toto! Where'd he come from?

Scarecrow: Why, don't you see? He's come to take us to Mac, Bloo, and Dorothy. (he gets on his feet) Come on, fellas!

(the Scarecrow, Tin Man, and Lion follow Toto, they climb the cliff, while climbing, a rock comes loose and falls)

Lion: I... I... I hope my strength holds out.

Tin Man: (holding onto the Lion's tail) I hope your tail holds out.

(they reach the top and spot the Witch's castle)

Lion: What's that? What's that?

Scarecrow: That's the castle of the Wicked Witch. Mac, Bloo, and Dorothy are in that awful place?

Tin Man: (crying) Oh, I hate to think of them in there. We've got to get them out.

Scarecrow: Don't cry now. We haven't got the oilcan with us, and you've been squeaking enough as it is.

Lion: (points at the Winkies) Who's them? Who's them?

(the Winkies sing "Ho He Um" as they march outside the castle gates)

Scarecrow: I've got a plan how to get in there.

Lion: Fine. He's got a plan.

Scarecrow: (to the Lion) And you're gonna lead us.

Lion: Yeah. Me?

Scarecrow: Yes, you.

Lion: I... I-I gotta get them out of there?

Tin Man: That's right.

Lion: All right, I'll go in there for Mac, Bloo, and Dorothy. Wicked Witch or no Wicked Witch... Maleficent or no Maleficent... guards or no guards, I'll tear 'em apart. I may not come out alive, but I'm going in there. There's only one thing I want you fellas to do.

Scarecrow and Tin Man: What's that?

Lion: Talk me out of it. (he turns around to leave, the Scarecrow and Tin Man stop him)

Tin Man: No, you don't!

Scarecrow: Oh, no.

Lion: Now, wait a minute.

(in the castle, the hourglass' sand is running out, the Scarecrow, Tin Man, and Lion sneak closer to the castle gates, the Winkies are still marching, Toto barks, the Scarecrow, Tin Man, and Lion try to keep him quiet, three Winkies sneak up on them, the Lion notices them and whimpers, the Scarecrow and Tin Man try to keep him quiet, the Winkies ambush them, after a brief fight, the three friends win and disguise themselves as Winkies, the Winkies continue singing "Ho He Um" as they line up and start marching into the castle)

Scarecrow: Come on, I've got another idea.

Lion: Do... do you think it would be polite, dropping in like this?

(the Scarecrow, Tin Man, and Lion sneak down and line up behind the Winkies, the Lion tries to keep his tail hidden as he and his friends go inside, Toto follows, the drawbridge closes, the Scarecrow, Tin Man, and Lion put their backs to the wall after the Winkies are gone)

Tin Man: Where do we go now?

Lion: Yeah.

(Toto barks and goes up the stairs)

Scarecrow: There! (he and his friends follow Toto)

(Toto leads them to the room where Mac, Bloo, and Dorothy are held prisoner)

Scarecrow: Wait! We better make sure. Mac, Bloo, Dorothy, are you in there?

Lion: It's us!

Mac: They're here!

Dorothy: Yes! It's us! They've locked us in!

Lion: We gotta get them out! Open the door!

Dorothy: Oh, hurry! Please hurry! The hourglass is almost empty!

Mac: And you don't get us out before it runs out of sand, we'll die!

Tin Man: Stand back!

(the Tin Man chops at the door, Mac, Bloo, and Dorothy look at the hourglass, it's about to run empty)

Bloo: HURRY!!!!!!!

(the Tin Man finally opens the door, Mac, Bloo, and Dorothy rush out of the room)

Dorothy: Oh, Toto! Toto! Oh, Lion! We knew you'd come! We knew you would!

(Mac and Bloo laugh and dance)

Scarecrow: Hurry, we've got no time to lose!

(our heroes race down the stairs, the door closes before they can go any further, the Witch cackles)

Maleficent: Leaving so soon?

Witch: We wouldn't hear of it. Why, our little party's just begining.

Lion: Trapped. Trapped like mice... rats.

(the Witch cackles again, the Winkies surround our heroes, pointing their spears at them)

Witch: That's right. Don't hurt them right away. We'll let them think about it a little first. (cackles)

(the Scarecrow looks at the chandelier above and the rope holding it up, tied to a cleat on the wall next to him, the Witch throws the hourglass on the ground below, the Scarecrow uses the Tin Man's ax to cut the rope, the chandelier falls on the Winkies, allowing our heroes to escape)

Witch: Seize them! Seize them! Stop them, you fools! Stop them! Seize them! Seize them!

(the Witch and the Winkies pursue our heroes, hiding behind a pillar, our heroes creep around and head up the stairs, the Witch spots them)

Witch: There they go! Now we've got them! Half of you go this way, half of you go that way. Hurry! Hurry!

(our heroes run for their lives on the roof of the Witch's castle, they pause in one of the towers)

Lion: Where do we go now?

Scarecrow: This way! Come on!

(they continue running, but run into one of two halves of the Winkie army, Dorothy screams, Mac and Bloo gasp)

Scarecrow: Back! Back!

(our heroes run the other way, the other half of the Winkie army blocks their path, both halves of the Winkie army now have them trapped in the tower, the Witch comes down a small staircase, Maleficent appears from a bolt of lightening and green flames)

Witch: (cuts through the Winkies) Well! Ring around the rosie, a pocket full of spears! Thought you'd be pretty foxy, didn't you? Well!

Maleficent: You poor, simple fools. Thinking you could defeat me. Me! The Mistress Of All Evil!

Witch: The last to go will see the first three go before her. And her mangy little dog too!

Maleficent: Then I will have the pleasure of killing you myself, Mac and Bloo.

(the Witch sets her broom on fire with a torch)

Witch: How about a little fire, Scarecrow?

Scarecrow: No! No! No! (the Witch sets his arm on fire) Help! I'm burning! I'm burning! It's burning!

Bloo: Dorothy, here!

Mac: Use this, quick!

(Mac and Bloo hand Dorothy a bucket of water)

Witch: Don't throw that water!

(Dorothy throws the water over the flames on the Scarecrow's arm, putting it out, the water also splashes the Witch's face, the Witch screams)

Witch: You cursed brats! Look what you've done! I'm melting! Melting! Oh, what a world! What a world! Who would've thought a good little girl and two best friends like you could destroy my beautiful wickedness? Look out! Look out! I'm going. (she groans and melts away completely)

Maleficent: Grrr... This is not over, Mac and Bloo. Vengeance will be mine.

(Mac and Bloo glare as Maleficent chuckles, then she laughs evilly as she disappears, Mac, Bloo, Dorothy, Toto, the Scarecrow, the Tin Man, the Lion, the Winkies, and Nikko look at the Witch's now empty clothes)

Winkie Captain: (to Mac, Bloo, and Dorothy) She's... she's dead. You've killed her.

Dorothy: We didn't mean to kill her. Really, we didn't. It's... (points at the Scarecrow) it's just that he was on fire.

Winkie Captain: Hail to Mac, Bloo, and Dorothy! The Wicked Witch is dead!

Winkies: (all kneeling) Hail! Hail to Mac, Bloo, and Dorothy! The Wicked Witch is dead!

Mac: (gasps) Dorothy, the broom!

Dorothy: May we have it?

Winkie Captain: (hands Dorothy the broom) Please. And take it with you.

Dorothy: Oh, thank you so much! Now we can go back to the Wizard and tell him the Wicked Witch is dead!

Winkies: The Wicked Witch is dead!

(our heroes are back in Emerald City, they meet the Wizard once again)

Wizard: Can I believe my eyes? Why have you come back?

Dorothy: Please, sir. We've done what you told us.

Bloo: Yeah. We brought you the broomstick from the Wicked Witch of the West.

Dorothy: We melted her.

Wizard: Ah, you liquidated her, eh? Very resourceful.

Dorothy: Yes, sir. So we'd like you to keep your promise to us, if you please, sir.

Wizard: Not so fast. Not so fast! I'll have to give the matter a little thought. Go away and come back tomorrow.

Dorothy: Tomorrow? Oh, but we wanna go home now!

Tin Man: You've had plenty of time already.

Lion: Yeah.

Wizard: Do not arouse the wrath of the great and powerful Oz! I said come back tomorrow!

Mac: If you really were great and powerful, you'd keep your promises.

(Toto pulls a curtain, revealing the real Wizard of Oz at the controls)

Wizard: Do you presume to criticize the great Oz? You ungrateful creatures! Think yourselves lucky that I'm giving you audience tomorrow, instead of twenty years from now! (he notices that he's been discovered) Oh! (speaks into the microphone) The great Oz has spoken! Oh! (hides himself behind the curtain) Pay no attention to that man behind the curtain.

(Dorothy pulls back the curtain, the others are at her side)

Wizard: The great and- Oz has spoken.

Bloo: Who the heck are you?

Wizard: I-I... (speaks in the microphone) I am the great and powerful (to our heroes) Wizard of Oz.

Dorothy: You are?

Mac: Wh... what?

Dorothy: I don't believe you.

Wizard: I'm afraid it's true. There's no other Wizard except me.

Scarecrow: You humbug!

Lion: Yeah.

Wizard: Yes, that's exactly so. I'm a humbug.

Dorothy: Oh, you're a very bad man!

Wizard: Oh, no, my dear. I... I'm a very good man. I'm... just a... very bad wizard.

Scarecrow: What about the heart that you promised Tin Man? And the courage that you promised Cowardly Lion?

Tim Man and Lion: And Scarecrow's brain?

Wizard: Why, anybody can have a brain. That's a very mediocre commodity. Every pusillanimous creature that crawls on the earth or slinks through slimy seas has a brain. Back where I come from, we have universities, seats of great learning, where men go to become great thinkers. And when they come out, they think deep thoughts, and with no more brains than you have. But they have one thing you haven't got: a diploma. (grabs a bunch of deplomas) Therefore, by virtue of the authority vested in me by the Universitatus Committeeatum E Pluribus Unum, I hereby confer upon you... (hands the Scarecrow a deploma) the honorary degree of Th. D.

Scarecrow: Th. D.?

Wizard: That's Doctor of Thinkology.

Scarecrow: The sum of the square roots of any two sides of an isosceles triangle is equal to the square root of the remaining side. Oh, joy! Rapture! I've got a brain! (to the Wizard) How can I ever thank you enough?

Wizard: Well, you can't. (to the Lion) As for you, my fine friend, you're a victem of disorganized thinking. You are under the unfortunate delusion that simply because you run away from danger, you have no courage. You're confusing courage with wisdom. Back where I come from, we have men who are called "heroes." (he opens a closet and takes out a black bag) Once a year, they take their fortitude out of mothballs and parade it down the main street in the city. And they have no more courage than you have. But they have one thing that you haven't got: a medal. (takes a medal out of the bag) Therefore, for meritorious conduct, exrtaordinary valor, conspicuous bravery against wicked witches, I award you the Triple Cross. (pins the medal on the Lion's chest) You are now a member of the Legion of Courage. (kisses him on both cheeks)

Lion: Shucks, folks, I'm speechless. (chuckles)

Wizard: (to the Tin Man) As for you, my galvanized friend, you want a heart. You don't know how lucky you are not to have one. Hearts will never be practical until they can be made unbreakable.

Tin Man: But I... I still want one.

Wizard: Back where I come from, there are men who do nothing all day but good deeds. They are called phil- uh... good deed-doers. And their hearts are no bigger than yours. But they have one thing you haven't got: a testimonial. (takes a heart-shaped clock out of the bag) Therefore, in consideration of your kindness, I take pleasure at this time in presenting you with a small token of our esteem and affection. (he hands the clock to the Tin Man) And remember, my sentimental friend, that a heart is not judged by how much you love, but by how much you are loved by others.

Tin Man: Ah. (listens to the heart clock) Oh! It ticks! Listen! Look, it ticks!

Lion: Read what my medal says. "Courage." Ain't it the truth! Ain't it the truth!

Dorothy: Oh, they're all wonderful.

Scarecrow: Hey, what about Mac, Bloo, and Dorothy?

Tin Man: Yes, how about Mac, Bloo, and Dorothy?

Lion: Yeah. Mac, Bloo, and Dorothy next.

Dorothy: I don't think there's anything in that black bag for us.

Wizard: Well... you force me into a cataclysmic decision. The only way to get Mac, Bloo, and Dorothy back to Kansas is for me to take them there myself.

Dorothy: (gasps) Oh, will you? Could you? Oh!

Mac: But are you a good enough wizard to do it?

Wizard: Child, you cut me to the quick! I'm an old Kansas man myself. Born and bred in the heart of the western wilderness. Premier balloonist par excellence to the Miracle Wonderland Carnival Company. Until one day, while performing spectacular feats of stratospheric skill never before attempted by civilized man, an unfortunate phenomena occurred. The ballon failed to return to the fail.

Lion: It did?

Dorothy: Weren't you frightened?

Wizard: Frightened? You are talking to a man who has laughed in the face of death, sneered at doom, and chuckled at catastrophe. I was petrified. Then suddenly, the wind changed and the balloon floated down into the heart of this noble city, where I was instantly acclaimed Oz, the first wizard deluxe! Times being what they were, I accepted the job, retaining my balloon against the advent of a quick getaway. And in that ballon, my dear Dorothy, you, Mac, Bloo, and I will return to the land of E Pluribus Unum.

(in the Emerald City square, Mac, Bloo, Dorothy, Toto, and the Wizard are in a hot air ballon, the Scarecrow, the Tin Man, and the Lion are holding onto the ropes of the balloon, the city's residents are gatered around)

Wizard: My friends. I mean, my friends!

(the people cheer)

Wizard: This is positively the finest exhibition ever to be shown... well, uh, well, be that as it may. I, your Wizard per ardua ad alta am about to embark upon a hazardous and technically unexplainable journey into the outer stratosphere!

(the people cheer)

Wizard: To confer, converse, and otherwise hobnob with my brother wizards. And I hereby decree that until what time, if any, that I return, the Scarecrow, by virtue of his highly superior brains, shall rule in my stead. Assisted by the Tin Man, by virtue of his magnificent heart, and the Lion, by virtue of his courage. Obey them as you would me.

(Toto barks at a cat in a woman's arms, he jumps out of the ballon)

Mac: No!

Dorothy: Oh, Toto! Come back! Toto! Toto!

Mac: We'll help you get him, Dorothy!

Dorothy: (to the Wizard) Oh, don't go without us. We'll be right back. (she, Mac, and Bloo rush into the crowd)

Tin Man: Stop that dog!

(the Scarecrow and Lion let go of the ropes and go into the crowd, the balloon floats up)

Wizard: This is a highly irregular procedure. This is absolutely unprecedented! Ruined my exit!

Dorothy: (screams) Come back! Come back! Don't go without us! Please come back!

Wizard: I can't come back! I don't know how it works! Goodbye, folks!

People: Goodbye!

Bloo: NOOOOOO!!!!!!

(the Wizard is gone)

Dorothy: (crying) Oh, now we'll never get home.

Lion: Stay with us then, fellas. We all love you. We don't want you to go.

Dorothy: That's very kind of you. But this could never be like Kansas. Auntie Em must have stopped wondering what happened to me by now.

Mac: Yeah. And our friends at Foster's are gonna be worried sick about us.

Dorothy: Oh, Scarecrow, what are we going to do?

Scarecrow: Look! Here's someone who can help you!

(Glinda's bubble gently decends into the city square)

Bloo: The Good Witch of the North!

Mac: I never thought we'd see her again!

(Glinda's bubble lands and vanishes, revealing Glinda, the denizens of Emerald City kneel and bow as she walks past them, she approaches Mac, Bloo, and Dorothy)

Dorothy: Oh, will you help us? Can you help us?

Glinda: You don't need to be helped any longer. You've always had the power to go back to Kansas.

Dorothy: We have?

Mac and Bloo: Really?

Scarecrow: Then why didn't you tell them before?

Glinda: Because they wouldn't have believed me. They had to learn it for themselves.

Tin Man: What have you learned, Dorothy?

Dorothy: Well, I think that it... that it wasn't enought just to want to see Uncle Henry and Auntie Em. And it's that if I ever go looking for my heart's desire again, I won't look any further than my own backyard. Because if it isn't there, I never really lost it to begin with. Is that right?

Glinda: That's all it is.

Scarecrow: But that's so easy! I should've thought of it for you.

Tin Man: I should've felt it in my heart.

Glinda: No, she had to find it out for herself. Now those magic slippers will take you and your friends home in two seconds.

Dorothy: Toto too?

Glinda: Toto too.

Dorothy: Oh, now?

Glinda: Whenever you wish.

Dorothy: Oh, dear. That's to wonderful to be true! Oh, it's... it's gonna be so hard to say goodbye. We love you all too. Goodbye, Tin Man. Oh, don't cry. (dries his tears) You'll rust so dreadfully. Here. Here's your oilcan. (she hands the oilcan to him and kisses him) Goodbye.

Tin Man: Now I know I've got a heart... because it's breaking.

Mac: We're gonna miss you.

Dorothy: (kisses the Lion) Goodbye, Lion. You know, I know it isn't right, but I'm gonna miss the way you used to holler for help before you found your courage.

Bloo: Me too.

Lion: I would never have found it if it hadn't been for you.

Dorothy: (she and the Scarecrow hug each other) I think I'll miss you most of all. (she kisses him)

Glinda: Are you ready now?

Dorothy: Yes. (makes Toto wave) Say goodbye, Toto.

(the Scarecrow, Tin Man, and Lion wave back)

Dorothy: Yes, we're ready now.

Glinda: Then close your eyes...

(Dorothy closes her eyes)

Glinda: And tap your heels together three times...

(Dorothy taps her heels together three times)

Glinda: And think to yourself: "There's no place like home. There's no place like home."

Dorothy: There's no place like home. There's no place like home. There's no place like home. There's no place like home. There's no place like home.

(the film is back in sepia, Dorothy is in bed, Auntie Em places a rag on her forehead)

Dorothy: There's no place like home. There's no place like home.

Auntie Em: Wake up, honey.

Dorothy: There's no place like home. (opens her eyes) There's no place like home. There's no...

(Auntie Em is holding Dorothy's hand with Uncle Henry next to her, Mac and Bloo are right beside Dorothy)

Auntie Em: Dorothy. Dorothy, dear. It's Aunt Em, darling.

Bloo: We're back!

Dorothy: Oh, Auntie Em, it's you!

Auntie Em: Yes, darling.

Professor Marvel: Hello there! Anybody home? (he stands at the window) I uh, I dropped by because I heard the little girl and her friends got caught in the big- (he sees Dorothy in bed) Well, she seems all right now.

Uncle Henry: Yeah. She got quite a bump on the head. We kind of thought there for a minute she was gonna leave us.

Dorothy: But I did leave you, Uncle Henry. That's just the trouble. And I tried to get back for days and days!

Auntie Em: There, there, lie quiet now. You just had a bad dream.

(Hunk, Hickory, and Zeke enter Dorothy's bedroom)

Hunk: Sure. Remember me? Your old pal, Hunk

Hickory: And me, Hickory?

Zeke: You couldn't forget my face, could you?

Dorothy: No. But it wasn't a dream. It was a place. (points at Hunk) And you, (points at Hickory) and you, (points at Zeke) and you... (points at Professor Marvel) and you were there. But you couldn't have been, could you?

Auntie Em: We dream lots of silly things when we-

Dorothy: No, Aunt Em, this was a real, truly live place. And I remember that some of it wasn't very nice, but most of it was beautiful. But just the same, all I kept saying to everybody was, "We want to go home!" And they sent us home.

(the men chuckle)

Dorothy: Doesn't anybody believe me?

Uncle Henry: Of course we believe you, Dorothy.

Bloo: Yeah. In fact, me and Mac were there too.

Mac: Right. And the weird thing is when we were brought back here, it's like the whole house getting sucked into the tornado never actually happened.

Dorothy: But anyway, Toto, we're home! Home! And this is my room. And you're all here. And I'm not going to leave here ever, ever again... because I love you all. And oh, Auntie Em... there's no place like home!

The End

("Somewhere Over the Rainbow" is sung as the credits roll)


Sean Marquette as Mac

Keith Ferguson as Bloo

Eleanor Audley as Maleficent

Judy Garland as Dorothy Gale

Frank Morgan as Professor Marvel, the Wizard, the Gatekeeper, the Coachman, and the Guard

Ray Bolger as Hunk and the Scarecrow

Jack Haley as Hickory and the Tin Man

Bert Lahr as Zeke and the Cowardly Lion

Billie Burke as Glinda

Margaret Hamilton as Miss Gulch and the Wicked Witch of the West

Clara Blandick as Auntie Em

Charley Grapewin as Uncle Henry

Pat Walshe as Nikko

Terry as Toto

Mitchell Lewis as the Winkie Guard Captain

Various Midgets as the Munchkins


Over the Rainbow

Come Out...

It Really Was No Miracle

We Thank You Very Sweetly

Ding-Dong! The Witch Is Dead

As Mayor of the Munchkin City

As Coroner, I Must Aver

Ding-Dong! The Witch Is Dead (Reprise)

The Lullaby League

The Lollipop Guild

We Welcome You to Munchkinland

Follow the Yellow Brick Road/You're Off to See the Wizard

If I Only Had a Brain

We're Off to See the Wizard

If I Only Had a Heart

We're Off to See the Wizard (Reprise 1)

If I Only Had the Nerve

We're Off to See the Wizard (Reprise 2)

Optimistic Voices

The Merry Old Land of Oz

If I Were King of the Forest

(post-credits scene: Terrence is locked in the unicorn stables at Foster's, the unicorns are sleeping)

Terrence: This is stupid. Mac and Bloo's friends locked me in here with these stupid unicorns... again. They're out there somewhere, having their fun, and I'm stuck here. They're gonna be so dead when I bust outta here.

Maleficent's voice: Quiet, fool! You do not possess that kind of power.

Terrence: Huh? What the...? Who's there?

Maleficent's voice: That is enough! Stop your sniveling and heed my words. If you do exactly as I say, I may decide to release you from this prison.

Terrence: Really? I would be ho- no... humble to assist you in any way possible. I am at your service, Your Mysteriousness.

Maleficent's voice: A very wise choice indeed.

(a portal opens)

Maleficent's voice: Now... proceed. With your help, soon every world in existence will all be mine!

(Terrence enters the portal, the portal closes, the film ends)

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