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Wizard of Oz, The (1939) movie script

by Noel Langley, Florence Ryerson and Edgar Allen Woolf.
Based on the book by L. Frank Baum.
Last revised March 15, 1939.

More info about this movie on IMDb.com
FADE IN -- Title:

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.

							FADE OUT:

MS -- Dorothy stoops down to Toto -- speaks to him -- then runs down road
to b.g. -- Toto following --

			DOROTHY
	She isn't coming yet, Toto. Did she hurt
	you?  She tried to, didn't she?  Come on --
	we'll go tell Uncle Henry and Auntie Em.
	Come on, Toto.

LS -- Farm yard -- Dorothy enters left b.g. along road -- Toto following
her -- CAMERA PANS right -- she comes forward thru gate -- runs forward to
Aunt Em and Uncle Henry working at Incubator --

			DOROTHY
	Aunt Em!  Aunt Em!

MS -- Aunt Em and Uncle Henry working with baby chicks in incubator --
Dorothy runs in -- speaks to them -- Dorothy picks up baby chick -- CAMERA
TRUCKS back as Aunt Em and Dorothy come forward -- Aunt Em puts chick in
coop with hen -- then TRUCKS forward as they go to b.g. to incubator --
Dorothy reacts -- Uncle Henry looks at her -- CAMERA PANS her to left
across yard --

			DOROTHY
	Aunt Em!

			AUNT EM
	Fifty-seven, fifty-eight --

			DOROTHY
	Just listen to what Miss Gulch did to Toto!
	She --

			AUNT EM
	Dorothy, please!  We're trying to count!
	Fifty-eight--

			DOROTHY
	Oh, but Aunt Em, she hit him over the --

			UNCLE HENRY
	Don't bother us now, honey -- this old
	incubator's gone bad, and we're likely to
	lose a lot of our chicks.

			DOROTHY
	Oh -- oh, the poor little things.  Oh, but
	Aunt Em, Miss Gulch hit Toto right over the
	back with a rake just because she says he
	gets in her garden and chases her nasty old
	cat every day.

			AUNT EM
	Seventy --  Dorothy, please!

			DOROTHY
	Oh, 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 get the sheriff, and --

			AUNT EM
	Dorothy!  Dorothy!  We're busy!

			DOROTHY
	Oh -- all right.

MCS - Aunt Em and Uncle Henry taking chicks out of incubator -

			UNCLE HENRY
	Poor little orphan, and her Miss Gulch
	troubles. Gosh all hemlock - you know, she
	ought to have somebody to play with.

			AUNT EM
	I know, but we all got to work out our own
	problems, Henry.

			UNCLE HENRY
	Yes.

			AUNT EM
	Oh, I hope we got them in time.

			UNCLE HENRY
	Yes.

MLS -- Zeke -- Hunk and Hickory working on wagon -- Hickory and Zeke
lowering bed of wagon into place --

			ZEKE
	How's she coming?

			HUNK
	Take it easy.

CS -- Hunk on ground -- gets finger caught under wagon bed -- reacts --

			HUNK
	Ow!  You got my finger!

CS -- Zeke and Hickory holding wagon bed --

			ZEKE
	Well, why don't you get your finger out of
	the way!

MLS -- Zeke and Hickory put wagon bed in place -- Hunk sitting on ground
by wagon -- Dorothy enters -- comes forward to Zeke -- CAMERA TRUCKS
forward on them -- they speak -- Zeke exits left f.g. -- Hunk enters --
speaks to Dorothy -- Hickory exits right -- PAN left as Hunk and Dorothy
go over by wagon  -- they speak -- Dorothy exits right -- Hunk hits his
finger with hammer -- whirls around --

			HICKORY
	Come on - come on - over this way.

			ZEKE
	Okay.

			HICKORY
	There you are.

			HUNK
	Right on my finger!

			ZEKE
	It's a lucky thing it wasn't your head.

			DOROTHY
	Zeke, what am I going to do about Miss
	Gulch?  Just because Toto chases her old
	cat --

			ZEKE
	Listen, honey, I got them hogs to get in.

			HUNK
	Now lookit, Dorothy, you ain't using your
	head about Miss Gulch.  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.

MLS - Int. Barn - Hickory working on wind machine - straightens up -
reacts - Dorothy comes forward - CAMERA TRUCKS forward as Hickory goes to
her - he speaks to her - turns motor of wind machine on - they watch it -
oil spurts out into Hickory's face - he reacts - Dorothy exit left -

			HICKORY
	Oh! Oh, it feels like my joints are rusted.
	Listen, Dorothy, don't let Hunk kid you
	about Miss Gulch. She's just a poor
	sour-faced old maid that -- she ain't got
	no heart left. You know, you should have a
	little more heart yourself, and have pity
	on her.

			DOROTHY
	Well, gee, I try and have a heart.

			HICKORY
	Now look, here's something that really has
	a heart. This is the best invention I ever
	invented.

			DOROTHY
	This?

			HICKORY
	Sure. It's to break up winds, so we don't
	have no more dust storms. Can you imagine
	what it'll mean to this section of the
	country? I'll show you. It works perfectly
	now. Here's the principle. You see that fan
	-- that sends up air currents into the sky.
	These air currents -- Oh, stop it!

			DOROTHY
	Oh!

			HICKORY
	Who did it? Now wait a minute.

			DOROTHY
	Hickory!

			HICKORY
	Now what happened? I'll bet Hunk did that.

MLS -- Zeke driving pigs into pen -- Dorothy enters in b.g. walks along
railing of pen -- Zeke goes to b.g. -- CAMERA TRUCKS forward -- Zeke pours
feed into trough --

			ZEKE
	Say!  Get in there before I make a dime bank
	out of you!  Listen, kid, are you going to
	let that old Gulch heifer try and buffalo
	you?

MCS -- Zeke poring feed into trough -- speaks --

			ZEKE
	She ain't nothing to be afraid of.  Have a
	little courage, that's all.

MLS -- Dorothy walking along railing between pig pens --

			DOROTHY
	I'm not afraid of her.

MCS -- Zeke picks up another bucket of feed -- pours it into trough --

			ZEKE
	Then the next time she squawks, walk right
	up to her and spit in her eye.  That's what
	I'd do!

MLS -- Dorothy on railing -- loses her balance -- falls into pig pen --

			DOROTHY
	Oh!

MCS -- Zeke reacts -- CAMERA PANS left as he jumps into pen -- takes
Dorothy's foot out of wire -- then picks her up -- CAMERA PANS right as he
carries her out of pen -- puts her down with Hunk and Hickory -- Zeke
jumps out of pen -- sits down -- wipes his brow --

			DOROTHY
	Oh!  Oh, Zeke!  Help!  Help me, Zeke!  Get
	me out of here!  Help!

			HICKORY
	Are you all right, Dorothy?

			DOROTHY
	Yes, I'm all right.  Oh -- I fell in and --
	and Zeke --

MCS -- Zeke -- Dorothy -- Hunk and Hickory -- they all look at Zeke --
they laugh -- Aunt Em enters with plate of crullers -- CAMERA TRUCKS
forward on Hunk -- Aunt Em and Hickory -- they speak -- Hunk and Hickory
each take cruller -- go to b.g. -- CAMERA PULLS back as Aunt Em comes
forward to Zeke and Dorothy -- she speaks to Zeke -- CAMERA TRUCKS forward
as Dorothy and Aunt Em walk to b.g. -- Dorothy takes cruller -- Aunt Em
runs to b.g. --

			DOROTHY
	Why, Zeke, -- you're just as scared as I am!

			HUNK
	What's the matter -- gonna let a little old
	pig make a coward out of you?

			HICKORY
	Look at you, Zeke -- you're just as white --

			AUNT EM
	Here, here, what's all this jabber-wapping
	when there's work to be done?  I know three
	shiftless farm hands that'll be out of a
	job before they know it!

			HICKORY
	Well, Dorothy was walking along the --

			AUNT EM
	I saw you tinkering with that contraption,
	Hickory. Now, you and Hunk get back to that
	wagon!

			HICKORY
	All right, Mrs. Gale.  But some day they're
	going to erect a statue to me in this town,
	and --

			AUNT EM
	Well, don't start posing for it now.  Here,
	here -- can't work on an empty stomach.
	Have some crullers.

			HUNK
	Gosh, Mrs. Gale.

			AUNT EM
	Just fried.

			HICKORY
	Thanks.

			HUNK
	Swell.

			ZEKE
	You see, Dorothy toppled in with the big
	Duroc...

			AUNT EM
	It's no place for Dorothy about a pig sty!
	Now you go feed those hogs before they worry
	themselves into anemia!

			ZEKE
	Yes'am.

			DOROTHY
	Auntie Em, really -- you know what Miss
	Gulch said she was gonna do to Toto?  She
	said she was gonna --

			AUNT EM
	Now, Dorothy, dear, stop imagining things.
	You always get yourself into a fret over
	nothing.

			DOROTHY
	No --

			AUNT EM
	Now, you just help us out today, and find
	yourself a place where you won't get into
	any trouble.

MCU -- Dorothy reacts -- speaks --

			DOROTHY
	Some place where there isn't any trouble.

MS -- Dorothy and Toto -- she tosses him a piece of the cruller -- Toto
eats it -- Dorothy speaks as she walks forward -- she sings -- leans
against haystack -- then walks over near rake -- CAMERA PANS right --

			DOROTHY
	Do you suppose there is such a place, Toto?
	There must be.  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 --

			DOROTHY
		(sings)
	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....

CS -- Toto by wheel of rake -- listening to song --

			DOROTHY o.s.
		(sings)
	...come true....

MCS -- Dorothy singing -- swings on wheel of rake -- then walks forward
around wheel -- Toto jumps up onto seat of rake -- Dorothy pets him --
sits on front of rake -- CAMERA PULLS back -- Dorothy finishes song --

			DOROTHY
		(sings)
	...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?

LS -- Miss Gulch rides along country road on bicycle -- CAMERA PANS to
right with her --

LS -- Miss Gulch rides forward to front of Gale's home -- stops and gets
off her bicycle as Uncle Henry comes forward --

			MISS GULCH
	Mr. Gale!

			UNCLE HENRY
	Howdy, Miss Gulch.

			MISS GULCH
	I want to see you and your wife right
	away....

MCS -- Uncle Henry and Miss Gulch at gate -- they speak -- Uncle Henry
lets go of the gate -- it hits Miss Gulch -- she reacts -- exits left --
Uncle Henry puts paint brush down -- starts out left --

			MISS GULCH
	... about Dorothy.

			UNCLE HENRY
	Dorothy?  Well, 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!

						LAP DISSOLVE TO:

LS -- Int. Gale Sitting room -- Aunt Em and Miss Gulch seated -- Dorothy
enters -- carrying Toto in her arms -- CAMERA TRUCKS forward on them --
PANS to right with Dorothy to Uncle Henry -- then Pans her left to Aunt Em
and Miss Gulch -- Miss Gulch shows order to Aunt Em -- Uncle Henry enters
-- looks at the order -- Miss Gulch picks up basket -- rises -- Dorothy
screams at Miss Gulch -- Miss Gulch tries to take Toto away from Dorothy --
Uncle Henry takes Toto -- puts him into basket --

			MISS GULCH
	That dog's a menace to the community.  I'm
	taking him to the sheriff and make sure he's
	destroyed.

			DOROTHY
	Destroyed?  Toto?  Oh, you can't!  You
	mustn't! Auntie Em!  Uncle Henry!  You won't
	let her, will you?

			UNCLE HENRY
	Of course we won't.  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 damage suit that'll take your whole farm!
	There's a law protecting folks against dogs
	that bite!

			AUNT 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.
	Here's his order allowing me to take him.
	Unless you want to go against the law.

			UNCLE HENRY
	Uhh -- yeah --

			AUNT EM
	Now, we can't go against the law, Dorothy.
	I'm afraid poor Toto will have to go.

			MISS GULCH
	Now you're seeing reason.

			DOROTHY
	No --

			MISS GULCH
	Here's what I'm taking him in -- so he can't
	attack me again.

			DOROTHY
	Oh, no, no!  I won't let you take him!  You
	go away, you....!  Oooh, I'll bite you myself!

			AUNT EM
	Dorothy!

			DOROTHY
	You wicked old witch!  Uncle Henry, Auntie
	Em, don't let 'em take Toto!  Don't let her
	take him -- please!

			MISS GULCH
	Here!  I've got an order!  Let me have...

			DOROTHY
	Stop her!

			AUNT EM
	Put him in the basket, Henry.

			MISS GULCH
	The idea!

			DOROTHY
	Oh, don't, Uncle Henry.  Oh, Toto!  Don't...

MCU -- Dorothy crying  -- looks o.s. to Aunt Em -- then to Uncle Henry
then turns and starts out --

MS -- Dorothy runs out of the room -- Aunt Em rises -- looks after Dorothy
-- then turns to Miss Gulch and Uncle Henry -- Aunt Em speaks to Miss
Gulch -- CAMERA TRUCKS forward -- Aunt Em exits left -- Uncle Henry sits
in chair at right f.g. -- grins --

			AUNT EM
	Almira Gulch, just because you own half the
	county doesn't mean you have the power to
	run the rest of us! For twenty-three 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!

						LAP DISSOLVE TO:

MS -- Miss Gulch riding bicycle to left -- CAMERA TRUCKS forward on basket
on back of bicycle -- Toto sticks his head out -- looks about -- then
jumps out --

MS -- Toto jumps to ground -- CAMERA PANS up as he runs down road to
b.g. --

LS -- Miss Gulch riding forward down dirt road on her bicycle -- she exits
left f.g. --

						LAP DISSOLVE TO:

MS -- Int. Dorothy's room -- Dorothy sitting on floor by bed -- crying --
Toto jumps in thru window and onto bed -- CAMERA TRUCKS forward as Dorothy
hugs him -- reacts -- speaks to him -- then takes suitcase from under bed
-- starts packing it -- (Toto barks)

			DOROTHY
	Toto, darling!  Oh, I got you back!  You
	came back! Oh, I'm so glad!  Toto!  Oh,
	they'll be coming back for you in a minute.
	We've got to get away!  We've got to run
	away -- quick!

						LAP DISSOLVE TO:

MS -- Dorothy's and Toto's footprints in dirt road -- CAMERA PANS up
showing them walking down road to b.g. -- Dorothy carrying suitcase and
basket --

						LAP DISSOLVE TO:

LS -- Dorothy and Toto walking to right across bridge --

MLS -- Dorothy and Toto on bridge -- Dorothy looks down to f.g. -- Toto
runs forward down path -- exits f.g. --

MLS -- Camp -- lettering on wagon -- CAMERA TRUCKS forward on wagon --

		      PROFESSOR
		        MARVEL
		     ACCLAIMED BY
	     The CROWNED HEADS of EUROPE

Let Him					    In His
Read Your     PAST - PRESENT and FUTURE     Crystal

	  Also Juggling and Sleight of Hand

Dorothy enters in f.g. -- reads sign -- reacts to Professor humming o.s. --

MLS -- Professor steps down out of wagon -- sees Dorothy -- speaks to her
as he crosses to fire at left -- Dorothy comes forward --

			PROFESSOR
	Well, well, well -- house guests, huh?  And
	who might you be?  No, no -- now don't tell
	me.

MCS -- Professor sits by fire -- Dorothy comes forward -- they speak --

			PROFESSOR
	Let's see -- you're -- you're travelling in
	disguise. No, that's not right.  I -- you're
	-- you're going on a visit.  No, I'm wrong.
	That's...You're -- running away.

			DOROTHY
	How did you guess?

			PROFESSOR
	Professor Marvel never guesses -- he knows!
	Now, why are you running away?

			DOROTHY
	Why --

			PROFESSOR
	No, no --  now don't tell me.  They -- 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.

MLS -- Professor and Dorothy by fire -- Professor roasting wiener on
stick --

			PROFESSOR
	Yes --

			DOROTHY
	Please, Professor, why can't we go along
	with you?

CS -- Toto enters -- bites wiener off stick --

			PROFESSOR o.s.
	Well, we -- uh --

			DOROTHY o.s.
	Oh, Toto, that's not....

MCS -- Professor and Dorothy -- Dorothy scolds Toto o.s.

			DOROTHY
	...polite!  We haven't been asked yet.

MLS -- Professor and Dorothy -- Toto in front of them eating wiener --
Professor laughs and speaks -- puts another wiener on stick --

			PROFESSOR
	He's perfectly welcome.  As one dog to
	another, huh? Here now -- let's see where
	were we?

MCS -- Professor and Dorothy speak -- Professor puts stick down at left --

			PROFESSOR
	Oh, yes - you - you wanted to go home, huh?

			DOROTHY
	Oh, no, I wanted to go along with you.

			PROFESSOR
	Oh --

			DOROTHY
	Nobody cares about me at home. They wouldn't
	even miss me.

			PROFESSOR
	Aw, come, come, come --

			DOROTHY
	No, they won't - honestly.

			PROFESSOR
	Oh --

			DOROTHY
	Auntie Em was even going to let them kill
	Toto yesterday for biting Miss Gulch. Oh,
	please, Professor, why can't we go with you
	and see all the Crowned Heads of Europe?

			PROFESSOR
	Do you know any?  Oh, you mean the thing
	-- Yes, well, I -- I never do anything
	without consulting my crystal first.
	Let's....

MLS -- Professor rises -- CAMERA PANS as he and Dorothy cross to right to
wagon --

			PROFESSOR
	...go inside here -- we'll -- Just come
	along. I'll show you. There you are - right
	in there.

MLS -- Int. Wagon -- Dorothy and Professor come in -- CAMERA TRUCKS
forward -- Professor moves chair up for Dorothy -- then lights candles --
sits down -- puts on turban -- speaks to Dorothy -- she closes her eyes --
he takes her basket -- looks thru it -- takes out a photograph --

			PROFESSOR
	That's right.  Here -- sit right down here.
	That's it. Ha ha!  This -- 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 first saw the approach of Julius
	Caesar and Marc Anthony, and -- and so on
	-- and so on. Now, you -- you'd better
	close your eyes, my child, for a moment --
	in order to be better in tune with the
	infinite.  We -- we can't do these things
	without....

INSERT -- CU -- photograph of Dorothy and Aunt Em --

			PROFESSOR o.s.
	...reaching out into the....

MCU -- Professor looks at photograph --

			PROFESSOR
	...infinite.  Yes.

MCS -- Dorothy and Professor -- he puts photograph on chair -- Dorothy
opens her eyes  -- CAMERA TRUCKS forward as Professor looks into the
crystal --

			PROFESSOR
	That's -- that's all right.  Now you can
	open them. We'll gaze into the crystal.
	Ahh -- what's this I see? A house -- with a
	picket fence....

CU -- Dorothy -- Camera shooting past Professor at right f.g. -- Dorothy
reacts --

			PROFESSOR
	...and a barn -- with a weather vane and a
	-- of a -- of a running horse.

MCU - Professor - Camera shooting past Professor at left f.g. - he looks
into crystal - speaks -

			PROFESSOR
	No - it's - it's - a crowing rooster.

CU -- Dorothy -- Camera shooting past Professor --

			DOROTHY
	That's our farm!

			PROFESSOR
	Oh -- yes.

MCS -- Dorothy and Professor -- He looks into crystal -- then looks down
at photograph --

			PROFESSOR
	Yes, there's -- there's a woman -- she's....

INSERT -- CU of the photograph --

MCS -- Dorothy and Professor -- he puts the photograph away again -- looks
into crystal --

			PROFESSOR
	...she's wearing a polka-dot dress....

MCU -- Professor -- Camera shooting past Dorothy --

			PROFESSOR
	...her face is careworn.

			DOROTHY
	Yes...That's Aunt Em.

			PROFESSOR
	Her -- her name is Emily.

CU -- Dorothy -- Camera shooting past Professor -- Dorothy reacts --

			DOROTHY
	That's right.  What's she doing?

			PROFESSOR
	Well, I -- I can't quite see.  Why, she's crying.

			DOROTHY
	Oh --

			PROFESSOR
	Someone has hurt her -- someone has just
	about broken her heart.

			DOROTHY
	Me?

MCU -- Professor -- camera shooting past Dorothy --

			PROFESSOR
	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.

CU -- Dorothy reacts -- speaks -- Camera shooting past Professor --

			DOROTHY
	I had the measles once -- and she stayed
	right by me every minute.

			PROFESSOR
	Uh-huh.

			DOROTHY
	What's she doing now?

MCU - Professor looks into crystal - Camera shooting past Dorothy -

			PROFESSOR
	Well, she's - she's going into a little bed....

CU - Dorothy - Camera shooting past Professor -

			PROFESSOR
	...room --

			DOROTHY
	Has it poppies on the wall....

MCU - Professor - Camera shooting past Dorothy

			DOROTHY
	...paper?

			PROFESSOR
	I said it had poppies on the wall paper! Eh
	-- she's -- What's this?  Why, she's --
	she's putting her hand on her heart -- she's
	-- she's dropping down on the....

CU -- Dorothy reacts -- Camera shooting Professor -- he speaks -- exits
right --

			PROFESSOR
	...bed.

			DOROTHY
	Oh, no -- no!

			PROFESSOR
	That's all -- the Crystal's gone dark.

			DOROTHY
	Oh, you....

MCS -- Dorothy and Professor -- Dorothy jumps up -- picks up her basket --
goes to b.g. --

			DOROTHY
	...you don't suppose she could really be
	sick, do you? Oh -- Oh, I've got to go home
	right away!

			PROFESSOR
	But -- what's this?  I thought you were
	going along with me.

			DOROTHY
	Oh, no, no, I have to get to her right....

MCS -- Dorothy picks up Toto -- CAMERA PANS as she comes forward down
steps -- she speaks to Toto -- reacts -- CAMERA PANS left as she runs to
b.g. -- picks up suitcase -- puts Toto to ground -- both run up hill in
b.g. -- wind blowing leaves around --

			DOROTHY
	...away! Come on, Toto! Oh, what'll I do?
	If we go home, they'll send you to the
	Sheriff. And if we don't, Aunt Em may --
	well, she may die! I know what I'll do -
	I'll give you to Hunk. He'll watch out for
	you. But we've got to hurry. Goodbye,
	Professor Marvel -- and thanks a lot!

MLS -- Professor comes out of wagon -- CAMERA PANS him left to horse --
wind blowing -- Professor looks around -- starts out left with horse --

			PROFESSOR
	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 gets home all
	right.

						LAP DISSOLVE TO:

MS -- Farm Yard -- chickens fly down into yard -- run to b.g. toward barn
-- wind blowing weeds and dust -- CAMERA PANS up -- Uncle Henry runs
forward -- speaks to Hunk -- Hunk exits into barn at left -- Uncle Henry
comes forward -- CAMERA TRUCKS back to Hickory working on wind machine --
they speak -- then hurry to b.g. -- Zeke in b.g. runs forward -- Hickory
exits into barn --

			UNCLE HENRY
	Hunk, get them horses loose!  Where's
	Hickory. Hickory!  Hickory!  Doggone it!
	Hick --

			HICKORY o.s.
	Right here.

			UNCLE HENRY
	Hey, what are you doing there?

			HICKORY
	This is my chance! The cyclone is coming.
	Let me show you what my machine can do!
	You see, it goes --

			UNCLE HENRY
	Doggone you! Help Hunk get them horses
	loose!

			HICKORY
	All right - you'll be sorry.

			UNCLE HENRY
	Go on, hurry up! Hurry up, I tell you!

LS -- Zeke points up to sky -- Hunk and others drive horses out of barn --

			ZEKE
	She's here -- it's a twister!

ELS -- The Gale Farm -- Cyclone approaching --

MLS -- Aunt Em runs out of house -- cups hands to her mouth -- calls o.s.
-- runs to b.g. to corner of house -- calls o.s. --

			AUNT EM
	Dorothy!  Dorothy!

MLS -- Dorothy and Toto near fence -- Dorothy looks to b.g. to house --

LS -- Uncle Henry -- Hunk -- Hickory and Zeke -- they turn horse loose --
it runs out right --

			UNCLE HENRY
	Come on -- everybody in the storm cellar!

MLS -- Dorothy and Toto moving forward against the wind -- weeds and
sticks blowing thru -- Dorothy stops -- picks up Toto --

MLS -- Aunt Em on porch -- Uncle Henry -- Hunk -- Zeke and Hickory run in
-- Aunt Em calls o.s. again -- then all start into storm cellar --

			AUNT EM
	Henry!  Henry!  I can't find Dorothy!  She's
	somewhere out in the storm!  Dorothy!

MLS -- Dorothy carrying Toto -- pushes gate open -- makes her way thru
wind -- CAMERA PANS right as she goes up on to porch of house -- chair and
things blow off the porch -- Dorothy opens screen door -- the door blows
off -- Dorothy exits into house --

MLS -- Zeke and Hunk exit into storm cellar -- close the cellar door --

MLS -- Dorothy in Living room -- CAMERA PANS left as she runs across room
-- calls o.s. -- TRUCKS back as she hurries forward to kitchen -- then
exits door left --

			DOROTHY
	Auntie Em!  Auntie Em!

ELS -- The Gale farm -- the Cyclone approaching --

MS -- Dorothy sitting on edge of bed -- holding Toto in her arms -- the
window blows loose -- hits Dorothy on the head -- she falls to floor -
then gets up dazed - sits on edge of bed - Toto jumps up near her - she
lies back on bed --

ELS - The Gale Farm - Cyclone hits it - swirling dust circles house -

ELS - The house spinning up thru dust -

ELS - The house spinning up thru dust - other wreckage flying thru -

						LAP DISSOLVE TO:

CU - Dorothy lying on bed - opens her eyes - looks around -

MS - Dorothy and Toto on bed - Dorothy sits up - CAMERA TRUCKS back as she
sits up - looks out window - sees trees, furniture, etc. flying thru -

MS - Dorothy looking out window - turns - speaks to Toto -

			DOROTHY
	We're not on the ground, Toto!

MLS - Shooting thru window - Chicken coop flies thru - then a little old
lady sitting ie rocking chair - knitting -

MS - Dorothy and Toto - Dorothy reacts -

MLS - Shooting thru window - Cow floats thru - Cow mooing -

MS - Dorothy and Toto - Toto barks - jumps down off the bed - (Cow o.s.
mooing)

MCS - Toto crawls under bed -

MS -- Dorothy sitting on bed -- looking out window to b.g. -- reacts as
various things float thru -- Two men in row boat float in -- both tip
their hats to Dorothy -- Dorothy waves to them --

MCS - Toto looks out from under bed - Cow moos o.s. - he darts back under
the bed -

MLS - Shooting through window - Cow floats thru -

MCS - Dorothy rises - looks o.s. -

MLS - Shooting thru window - tree floats thru -

MCS -- Dorothy reacts -- turns --

			DOROTHY
	We must be up inside....

MCS -- Toto looks out from under bed --

			DOROTHY o.s.
	...the cyclone.

CS - Dorothy looking o.s. out window - reacts - CAMERA PANS as she sits on
edge of bed -

MS -- Dorothy -- seated on edge of bed -- looking out window -- Miss Gulch
floats in -- riding her bicycle -- Dorothy reacts -- looks down to Toto --
Miss Gulch moves in closer to window -- her bicycle changes to broomstick
-- her clothes into the flying robe and pointed hat --

MCS - Dorothy looking o.s. - reacts - puts her hands over her eyes -

MLS -- Dorothy lies face down on the bed -- Miss Gulch floating thru in
b.g. -- disappears --

MS -- the swirling funnel of the cyclone -- the house spins in apart from
the cyclone --

MLS - Dorothy holding Toto in her arms - throws herself down on the bed -
screams -

ELS - The spinning house - the cyclone whirling in the background -
(Dorothy screaming)

MLS -- Dorothy and Toto lying on bed -- house spinning -- Dorothy
screams --

ELS - The house whirling down thru dust - exits lower right -

ELS -- The house whirls in at top -- floats down thru --

ELS -- The house floating down thru clouds --

MLS -- Dorothy and Toto lying on bed -- the house crashes to ground --
Dorothy screams -- she looks around -- then gets up off the bed -- goes to
b.g. -- picks up the basket -- opens door --

MCS -- Dorothy walks forward -- looking around o.s. -- CAMERA PANS as she
walks to right f.g. -- exits --

Int. Farm House  -- MCS -- Dorothy enters from l.f.g. and opens the door
to reveal Munchkinland -- CAMERA BOOMS forward through the door and around
to the right -- to shoot down on FULL SHOT of Civic Center of the Munchkin
Village -- Dorothy looks around confused by it all --

MLS -- Dorothy with Toto in her arms looks about the Village and speaks --
Munchkins rise before camera in f.g. and watch her --

			DOROTHY
	Toto -- I've a feeling we're not in Kansas
	anymore.

CS -- Dorothy with Toto in her arms -- looks about and speaks --

			DOROTHY
	We must be over the rainbow!

LS -- Dorothy puts Toto down to the ground -- turns to the b.g. -- reacts
and backs slowly toward the camera -- exits right-

						LAP DISSOLVE TO:

MLS -- Glinda looks o.s. to the right to Dorothy --

MCU -- Dorothy look o.s. to l.f.g. -- reacts -- speaks --

			DOROTHY
	Now I -- I know we're not in Kansas.

MLS -- Glinda -- CAMERA PANS her right to Dorothy and Toto -- CAMERA
TRUCKS forward -- they speak --

			GLINDA
	Are you a good witch, or a bad witch?

			DOROTHY
	Who, me?  Why, I'm not a witch at all.  I'm
	Dorothy Gale from Kansas.

			GLINDA
	Oh!  Well....

CS -- Toto -- Dorothy's feet in b.g. --

			GLINDA o.s.
	...is that the Witch?

			DOROTHY
	Who, Toto?

MCS -- Glinda and Dorothy -- they speak and look o.s. to l.f.g.--

			DOROTHY
	Toto's my dog.

			GLINDA
	Well, I'm a little muddled.  The Munchkins
	called me because a new witch has just
	dropped a house on the Wicked Witch of the
	East.  And there's the house, and here you
	are, and that's all...

MCS -- Wicked Witch of the East's feet protruding from under the farm
house --

			GLINDA o.s.
	...that's left of the Wicked Witch of the
	East.

MCU -- Dorothy looks o.s. to l.f.g. -- reacts --

			GLINDA o.s.
	And so what the Munchkins want to know...

MCU --  Glinda looks o.s. to Dorothy and speaks --

			GLINDA
	...is, are you a good witch, or a bad witch?

MCU -- Dorothy looks to l.f.g. -- speaks -- reacts to noise o.s. --

			DOROTHY
	Oh, but I've already told you, I'm not a
	witch at all -- witches are old and ugly.
	What was that?

MCU -- Glinda looks to r.f.g. and speaks --

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

MCU -- Dorothy looks to l.f.g. -- reacts -- speaks -- curtsies --

			DOROTHY
	You are!  Oh, I beg your pardon!  But I've
	never heard of a beautiful....

MCU -- Glinda looks to r.f.g. and speaks --

			DOROTHY o.s.
	...witch before.

			GLINDA
	Only bad witches are ugly.

MCS -- Glinda and Dorothy -- they speak -- Dorothy reacts to noise o.s. --
CAMERA TRUCKS back -- Munchkins enter from b.g. behind flowers -- Glinda
sings --

			GLINDA
	The Munchkins are happy because you have
	freed them from the Wicked Witch of the
	East.

			DOROTHY
	Oh.  But, if you please -- what are
	Munchkins?

			GLINDA
	The little people who live in this land --
	it's Munchkinland, and you are their
	national heroine, my dear.  It's all right
	-- you may all come out and thank her. It's
	all right now - you may all come out.

			GLINDA
		(sings)
	Come out, come out, wherever you are
	And meet the young lady who fell from a
	  star.

LS -- Dorothy and Glinda -- Toto with them -- Munchkins in f.g. -- others
enter in b.g. -- Glinda leads Dorothy toward the b.g. as she sings --
CAMERA BOOMS up and forward --

			GLINDA
		(sings)
	She fell from the sky, she fell very far.
	And Kansas she says is the name of the star.

MLS -- Munchkins -- one rises from manhole in street -- they sing and move
toward the r.f.g. --

			MUNCHKINS
		(sing)
	Kansas she says is the name of the star.

LS -- Dorothy, Glinda and Toto with them -- Munchkins watch them as they
move to pond -- Glinda sings --

			GLINDA
		(sings)
	She brings you good news.  Or haven't you
	  heard?
	When she fell out of Kansas, a miracle
	  occurred.

MCS -- Glinda and Dorothy standing by the pond -- Dorothy sings --
Munchkins in b.g. --

			DOROTHY
		(sings)
	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...

MLS -- Munchkin dances forward and sings -- others behind him move to him
and sing --

			DOROTHY o.s.
		(sings)
	...a hitch.

			A MUNCHKIN
	And oh, what happened then was rich!

			SEVERAL MUNCHKINS
	The house began to pitch
	The kitchen took a slitch

MCS -- Munchkins -- CAMERA TRUCKS along past Munchkins as they sing --

			MUNCHKINS
		(sing)
	It landed on the Wicked Witch
	In the middle of a ditch
	Which was not a healthy situation
	For the Wicked Witch.

LS -- Munchkins as they dance and sing -- CAMERA BOOMS back entering
Glinda and Dorothy at right --

			MUNCHKINS
		(sing)
	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....

LS -- Carriage drawn by ponies comes forward -- CAMERA TRUCKS back before
it -- Munchkins gather around -- Dorothy and Glinda at right -- Munchkins
sing --

			MUNCHKINS
		(sing)
	....sitch-
	Uation for
	The Wicked Witch,
	Who
	Began to twitch
	And was reduced
	To just a stitch
	Of what was once....

MS -- Glinda and Dorothy -- Munchkins in b.g. -- Dorothy starts to move
toward the l.f.g. --

			MUNCHKINS
		(sing)
	...The Wicked....

LS -- Carriage, Glinda, Dorothy and Munchkins -- Dorothy moves to the
carriage and is helped in -- Munchkins sing and dance --

			MUNCHKINS
		(sing)
	...Witch!

MS -- Dorothy carriage facing Munchkins in b.g. -- one steps forward from
crowd and speaks -- another follows and speaks -- Dorothy turns to f.g. as
Glinda speaks o.s. --

			MUNCHKIN NO. 1
	We thank you very sweetly
	For doing it so neatly.

			MUNCHKIN NO. 2
	You've killed her so completely
	That we thank you very sweetly.

			GLINDA o.s.
	Let the joyous news be spread

MCS -- Glinda looks to f.g. and speaks -- Munchkins in b.g. --

			GLINDA
	The Wicked Old Witch at last is dead!

LS -- Dorothy in carriage -- Glinda standing on dais at left -- carriage
moves toward b.g. followed by procession of soldiers -- CAMERA BOOMS
forward as carriage turns and comes toward f.g. -- Munchkins sing and
dance --

			MUNCHKINS
		(sing)
	Ding Dong!  The Wicked Witch is dead.
	Which old Witch?
	The Wicked Witch!
	Ding Dong!  The Wicked Witch is dead.
	Wake up, you sleepy head.
	Rub your eyes
	Get out of bed.
	Wake up, the Wicked...

MLS -- Dorothy in carriage -- CAMERA PANS right slightly with her -- she
exits right as procession of soldiers enter and march to right -- CAMERA
TRUCKS back --

			MUNCHKINS
		(sing)
	...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-oh!
	Sing it high
	Sing it....

LS -- Carriage with Munchkins following -- CAMERA TRUCKS back slightly as
carriage comes forward to steps at right --

			MUNCHKINS
		(sing)
	...low
	Let them know
	The Wicked Witch is dead!

MLS -- Three Heralds move forward from building -- Mayor enters and comes
forward followed by Barrister and City Fathers -- CAMERA BOOMS back over
Dorothy in carriage in f.g. -- Mayor moves to carriage -- Dorothy steps
from the carriage and Mayor leads her toward the b.g. --

MCS -- Dorothy and Mayor -- Mayor leads her to Barrister and City Fathers
-- turns and speaks -- Barrister and City Fathers and Mayor sing --

			MAYOR
	As Mayor of the Munchkin City
	In the County of the Land of Oz
	I welcome you most regally

			BARRISTER
	But we've got to verify it legally
	To see...

			MAYOR
	To see?

			BARRISTER
	If she...

			MAYOR
	If she?

			BARRISTER
	Is morally, ethic'ly

			FATHER NO. 1
	Spiritually, physically

			FATHER NO. 2
	Positively, absolutely

			ALL OF GROUP
	Undeniably and reliably
	Dead!

MCS -- Glinda on dais of fountain -- she looks o.s. to f.g. and smiles --

MLS -- Coroner moves up steps toward the r.f.g. -- CAMERA PANS right
slightly as he moves to Mayor and Dorothy -- unrolls scroll and sings --
scroll reads: CERTIFICATE OF DEATH --

			CORONER
	As Coroner, I must aver
	I thoroughly examined her.
	And she's not only merely dead,
	She's really, most sincerely dead.

MLS -- Dorothy, Mayor, Barrister and City Fathers -- Mayor steps forward
and looks to the f.g. and sings --

			MAYOR
	Then this is a day of Independence
	For all the Munchkins and their descendants!

			BARRISTER
	If any!

			MAYOR
	Yes, let the joyous news be spread.

LS -- Mayor, Dorothy, Barrister, City Fathers and Munchkins gathered at
steps -- Mayor speaks -- Munchkins cheer and dance --

			MAYOR
	The Wicked Old Witch at last is dead!

			MUNCHKINS
		(sing)
	Ding Dong!  The Witch is dead.
	Which old witch?
	The Wicked Witch!

MLS -- Munchkins move up steps to the left -- CAMERA BOOMS up with them
and holds on kids sleeping in nest -- BOOMS on and then down as Munchkins
come forward from between huts and sing and dance --

			MUNCHKINS
		(sing)
	Ding Dong!  The Wicked Witch is dead!
	Wake up, you sleepy head!
	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-oh!
	Sing it high,
	Sing it low.
	Let them know
	The Wicked Witch is dead!

LS -- Munchkin soldiers parade and march -- CAMERA BOOMS back and up as
they come forward -- Dorothy, Mayor and others entered on steps at right --
others in b.g. --

MLS -- Soldiers lined up before steps -- three tots move in through line
of soldiers and CAMERA PANS them right entering Dorothy standing on steps
-- they dance and sing -- exit left -- three tough kids come forward --

			THREE TOTS
		(sing)
	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.

MCS -- Three Tough Kids look to r.f.g. and sing and dance-

			THREE TOUGH KIDS
		(sing)
	We represent the Lollypop Guild, the
	  Lollypop Guild,
	The Lollypop Guild
	And in the name of the Lollypop Guild

MLS -- Three Tough Kids sing and hand Lollypop to Dorothy standing on
steps at right -- they move to other Munchkins in b.g. -- CAMERA BOOMS up
as they come forward and sing --

			THREE TOUGH KIDS
		(sing)
	We wish to welcome you to Munchkinland.

			MUNCHKINS
		(sing)
	We welcome you to Munchkinland
	Tra la la la la la
	Tra la la tra la la
	Tra la la la la la la

MS -- Dorothy standing with Mayor, Barrister and City Fathers -- she turns
from one to the other as they sing

			MAYOR
	From now on you'll be history

			BARRISTER
	You'll be hist...

			CITY FATHER
	You'll be hist...

			MAYOR
	You'll be history

			GROUP
	And we will glorify your name

			MAYOR
	You'll be a bust...

			BARRISTER
	Be a bust...

			CITY FATHER
	Be a bust...

			GROUP
	In the hall of fame!

LS -- Dorothy, Mayor and City Fathers -- camera shooting past Munchkins in
f.g. -- CAMERA BOOMS with them as they come forward -- Glinda enters --
Munchkins gather before Glinda and City Fathers and Dorothy and sing --
smoke cloud appears and Witch enters -- Munchkins react

			MUNCHKINS
		(sing)
	Tra la la la la
	Tra la la tra la la
	Tra la la la la la.. . . . . .

CS -- Witch -- looks o.s. to Munchkins -- Munchkins in b.g. -- react and
run -- CAMERA BOOMS left with Witch to farm house -- she looks at Witch of
the East's feet protruding from under the farm house --

Ext. Civic Center of Munchkin Village -- MCS -- Dorothy and Glinda --
Dorothy holding Toto as she looks o.s. to left f.g. -- is frightened --
speaks with Glinda --

			DOROTHY
	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.  And she's worse than the other one
	was.

MS -- The Wicked Witch turns away from the farm house -- CAMERA PANS,
TRUCKS right with her as she goes to Dorothy and Glinda -- the Munchkins
are prostrate on the ground in b.g. -- The Witch speaks with Glinda and
Dorothy --

			WITCH
	Who killed my sister?  Who killed the Witch
	of the East? Was it you? Answer me!

			GLINDA
	Leave her alone!

			WITCH
	You stay out of this! I'm here for
	vengeance! So it was you, was it? You killed
	her,....

CS -- Dorothy and Glinda -- Dorothy speaks to the Witch o.s. in f.g. --

			WITCH
	...didn't you?

			DOROTHY
	No -- No!  It was an accident! I didn't mean
	to kill anybody!....

MCU -- Witch -- speaks to Dorothy o.s. -- waves her broomstick about --

			DOROTHY o.s.
	...Really I didn't!

			WITCH
	Didn't mean it, eh? Accident, eh? Well, my
	little pretty, I can cause accidents, too
	-- and this is how I do it!

			GLINDA o.s.
	Aren't you forget-....

MS -- Witch, Dorothy and Glinda -- Munchkins on the ground in b.g. -- The
Witch reacts as Glinda speaks - CAMERA TRUCKS left with her as she turns,
goes back to the wrecked farm house --

			GLINDA
	...ting the ruby slippers?

			WITCH
	The slippers -- yes.....the slippers!

MS -- The Witch of the East's legs protruding from underneath the wrecked
house -- the ruby slippers disappear and the stockings are drawn back
under the house --

CS -- The Witch reacts as she looks down -- then turns, looks back to o.s.
f.g. -- speaks --

			WITCH
	They're gone!

MLS -- The Witch kneeling down by the house -- she rises, CAMERA TRUCKS
her right to Dorothy and Glinda -- Glinda stops her, points down to
Dorothy's feet --

			WITCH
	The ruby slippers!  What have you done with
	them? Give them back to me, or I'll ---

			GLINDA
	It's too late!  There they....

CU -- The ruby slippers on Dorothy's feet -- Glinda's wand points to
them --

			GLINDA o.s.
	...are, and there they'll stay!

MCU -- Dorothy and Glinda -- Dorothy reacts as she looks down -- gasps as
she looks at the Witch o.s., then up at Glinda --

			DOROTHY
	Oh!

			WITCH o.s.
	Give me back my slippers!

MCU -- Witch speaks to Dorothy o.s.--

			WITCH
	I'm the only one that knows how to use them.
	They're of no use to you!  Give them back to
	me!

MCU -- Dorothy and Glinda -- Glinda advises Dorothy --

			WITCH o.s.
	Give them back!

			GLINDA
	Keep tight inside of them -- their magic
	must be very powerful, or she wouldn't want
	them so badly!

MS -- The Witch rises, threatens Dorothy -- Glinda laughs, speaks -- the
Witch reacts, looks up o.s. -- then continues to threaten Dorothy --

			WITCH
	You stay out of this, Glinda, or I'll fix
	you as well!

			GLINDA
		(laughs)
	Oh, rubbish!  You have no power here. Be
	gone, before somebody drops a house on you,
	too.

			WITCH
	Very well -- I'll bide my time -- and as
	for you, my fine lady, it's true, I can't
	attend to you here and now as I'd like, but
	just try to stay out of my way....

MCU -- Witch threatens Dorothy o.s. in f.g. --

			WITCH
	... -- just try!  I'll get you, my....

MCU -- Dorothy and Glinda -- Dorothy reacts as the Witch laughs o.s. --

			WITCH o.s.
	...pretty, and your little dog, too!
		(laughs)

MLS -- The Witch backs away from Dorothy and Glinda as the CAMERA BOOMS
back -- she laughs menacingly -- the Munchkins hug the ground with fear --
the Witch disappears in a cloud of fire and smoke --

MCS -- Glinda and Dorothy -- Glinda speaks to the Munchkins o.s.

			GLINDA
	It's all right.  You can get up --  she's
	gone.

LS- The Munchkins all rise, start to move toward Glinda and Dorothy as
Glinda speaks to them --

			GLINDA
	It's all right.  You can all get up.

MCS -- Glinda and Dorothy -- CAMERA PULLS back as Glinda speaks -- the
Munchkins enter, crowd about the two -- they bow as Glinda mentions the
Wizard of Oz - CAMERA TRUCKS to left as Glinda and Dorothy move down steps
of fountain dais -- Glinda instructs Dorothy, kisses her on the forehead --
CAMERA PANS Dorothy left as she walks through the Munchkins to the start
of the Yellow Brick Road --

			GLINDA
	Pooh -- what a smell of sulphur!  I'm afraid
	you've made rather a bad enemy of the Wicked
	Witch of the West.  The sooner you get out
	of Oz altogether, the safer you'll sleep, my
	dear.

			DOROTHY
	Oh, I'd give anything to get out of Oz
	altogether -- but which is the way back to
	Kansas?  I can't go the way I 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
	broomstick with you?

			DOROTHY
	No, I'm afraid I didn't.

			GLINDA
	Well, then, you'll have to walk.  The
	Munchkins will see you safely to the border
	of Munchkinland.  And remember, never let
	those ruby slippers off your feet for a
	moment, or you will be at the mercy of the
	Wicked Witch of the West.

			DOROTHY
	But, how do I start for Emerald City?

			GLINDA
	It's always best to start at the beginning
	-- and all you do is follow the Yellow Brick
	Road.

CS -- Dorothy turns, starts to speak to Glinda o.s. in f.g. --

			DOROTHY
	But -- what happens if I ---

CS -- Glinda speaks to Dorothy o.s. in f.g. --

			GLINDA
	Just follow the Yellow Brick Road.

CS -- Dorothy look up o.s., open-mouthed with astonishment -- she speaks --
CAMERA PANS down to her feet as she starts to follow the Yellow Brick Road
-- CAMERA PULLS back slightly as she walks around it -- the Mayor steps
in, speaks to her -- other Munchkins speak -- CAMERA PANS left with
Dorothy as she progresses along the road -- other Munchkins give her
advice --

			DOROTHY
	My -- !  People come and go so quickly here!
	Follow the Yellow Brick Road.  Follow the
	Yellow Brick Road?

			MAYOR
	Follow the Yellow Brick Road.

			1ST MUNCHKIN
	Follow the Yellow Brick Road.

			WOMAN
	Follow the Yellow Brick Road.

			BARRISTER
	Follow the Yellow Brick Road.

ELS -- Shooting down from high set-up to Dorothy on the Yellow Brick Road
-- the Munchkins all grouped along the border of the road -- CAMERA BOOMS
up as they sing while Dorothy walks around the road --

			FIDDLERS
	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...

LS -- Dorothy comes forward down the Munchkin-lined Yellow Brick Road --
she dances, skips along -- CAMERA BOOMS rapidly back along the road ahead
of her -- Munchkins entered lined up along the road -- all greet her, then
follow her down the road -- the Five Fiddlers sing as they head the
procession -- Dorothy passes through the gates of Munchkinland and exits
to f.g. -- the Munchkins stop at the gates --

			FIDDLERS
		(sing)
	...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....

ELS -- Dorothy dances down the Yellow Brick Road to the b.g. -- camera
shooting over the heads of the Munchkins in the f.g. as they sing to her --
she turns, waves to them -- they wave back and Dorothy continues on down
the road as the Munchkins cheer --

			FIDDLERS
		(sing)
	You're off to see the Wizard
	The Wonderful Wizard of Oz!

						LAP DISSOLVE TO:

ELS -- Ext. Cross Roads of Yellow Brick Road -- Dorothy and Toto come
forward along the road from b.g. - CAMERA BOOMS down to left as she pauses
in the center of the cross roads -- looks about, speaks --

			DOROTHY
	Follow the Yellow Brick Road?  Follow the
	Yellow....?

MCU -- Dorothy, puzzled as she looks about o.s. --

			DOROTHY
	Now which way do we go?

LS -- Dorothy standing in the center of cross roads -- a Scarecrow on a
pole in the cornfield at right -- he speaks, points to right -- Dorothy
whirls about and looks at him --

			SCARECROW
	That way is a very nice way.

CS -- Scarecrow, his arm pointing to right --

CU -- Dorothy, a bit frightened as she looks about o.s. - she speaks,
looks down at Toto as he barks o.s. --

			DOROTHY
	Who said that?

CU -- Toto barking at the Scarecrow o.s. --

MLS -- The Scarecrow in the field of corn -- Toto barks o.s. --

MCU - Dorothy looks down and speaks to Toto o.s. --

			DOROTHY
	Don't be silly, Toto.  Scarecrows....

MLS -- The Scarecrow in field in b.g. -- camera shooting past Dorothy in
f.g. -- the Scarecrow speaks, points to left with his other arm --

			DOROTHY
	...don't talk.

			SCARECROW
	It's pleasant down that way, too.

CU -- Dorothy reacts, watches the Scarecrow o.s. -- speaks to Toto --
looks up as the Scarecrow speaks o.s.

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

			SCARECROW o.s.
	Of course, people do....

MLS -- Scarecrow in field -- shooting past Dorothy in f.g. -- the
Scarecrow crosses his arms and points in both directions --

			SCARECROW
	...go both ways!

MCU -- Dorothy reacts, speaks as she starts forward --

			DOROTHY
	Why....

LS -- Dorothy steps forward to the cornfield as she speaks to the
Scarecrow -- CAMERA TRUCKS forward --

			DOROTHY
	...you did say something, didn't you?

CS- The Scarecrow shakes his head, then nods --

MLS -- Dorothy looking at the Scarecrow as he nods his head -- she speaks
to him --

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

MCU -- The Scarecrow explains -- shows his straw head --

			SCARECROW
	That's the trouble.  I can't make up my
	mind.  I haven't got a brain -- only straw.

MCS -- Dorothy questions the Scarecrow o.s. in f.g. --

			DOROTHY
	How can you talk if you haven't got a....

MCU -- Scarecrow speaks to Dorothy o.s.in f.g. --

			DOROTHY o.s.
	...brain?

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

MCS -- Dorothy nods, speaks --

			DOROTHY
	Yes, I guess you're right.

MLS -- Dorothy steps over the fence and into the cornfield -- speaks as
she steps up to the Scarecrow -- CAMERA STARTS forward --

			DOROTHY
	Well, we haven't really met properly, have
	we?

MCU -- Scarecrow --

			SCARECROW
	Why, no.

CS -- Dorothy curtsies, speaks --

			DOROTHY
	How do you do?

CS -- Scarecrow nods, speaks --

			SCARECROW
	How do you do?

CS -- Dorothy speaks --

			DOROTHY
	Very well, thank you.

MLS -- Dorothy standing in front of the Scarecrow -- the Scarecrow
complains about his position --

			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.

MCU -- Dorothy --

			DOROTHY
	Oh, dear -- that must be terribly
	uncomfortable.  Can't you get down?

MLS -- Scarecrow on pole -- Dorothy standing in front of him -- they speak
-- she moves around to the back of the pole --

			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.

CS -- Dorothy examining the back of the Scarecrow as she tries to unfasten
him --

			DOROTHY
	Well, oh, dear -- I don't quite see....

MCU -- The Scarecrow reacts, looks down at Dorothy o.s.

			DOROTHY o.s.
	...how I can --

			SCARECROW
	Of course, I'm not bright about doing
	things, but if you'll just....

CS -- Dorothy starts to follow the Scarecrow's directions --

			SCARECROW o.s.
	...bend the nail down in the back, maybe
	I'll slip off and...

			DOROTHY
	Oh....

MLS -- Dorothy turns the nail and the Scarecrow falls to the ground --

			DOROTHY
	...yes.

			SCARECROW
	Ohhhh --

			DOROTHY
	Ohh!

MS -- The Scarecrow falls into scene -- Dorothy enters, questions him as
he puts back some straw into his coat that had dropped out -- the
Scarecrow rises, starts to whirl about --

			SCARECROW
	Whhhooops!  Ha-ha -- 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.

			DOROTHY
	Ohhh --

			SCARECROW
	My, it's good to be....

MLS -- Dorothy screams as the Scarecrow whirls about and falls over the
cornfield fence -- she rushes to him -- the CAMERA TRUCKS forward as she
kneels beside him -- they speak --

			SCARECROW
	...free!

			DOROTHY
	Oh!  Oh!  Ohhh!

			SCARECROW
	Did I scare you?

			DOROTHY
	No, No -- I -- I just thought you hurt
	yourself.

MCU -- Scarecrow -- shooting past Dorothy in right f.g.

			SCARECROW
	But I didn't scare you?

MCU -- Dorothy -- shooting past the Scarecrow in left f.g. --

			DOROTHY
	No -- of course not.

MCU -- The Scarecrow reacts, speaks -- shooting past Dorothy in the right
f.g. --

			SCARECROW
	I didn't think so.

MCS -- The Scarecrow and Dorothy seated by fence -- a crow flies in from
left and alights on the Scarecrow's shoulder --

MCU -- Dorothy reacts as she sees the crow o.s. --

			SCARECROW o.s.
	Boo!  Scat!

MCS -- Scarecrow and Dorothy -- the crow hops to the Scarecrow's shoulder,
picks up some of the Scarecrow's straw and flies away with it -- Scarecrow
speaks to Dorothy --

			SCARECROW
	Boo!  You see, I can't even scare a crow!
	They come from miles....

MCU -- Dorothy listening --

			SCARECROW o.s.
	...around just to eat in my field and laugh
	in my face!

MCU -- The Scarecrow --

			SCARECROW
	Oh, I'm a failure, because I haven't got a
	brain.

MCU -- Dorothy reacts, speaks --

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

MCS -- Scarecrow and Dorothy -- shot favoring the Scarecrow -- they speak
-- he begins to sing -- CAMERA PULLS back as he rolls down to the Yellow
Brick Road -- Dorothy rises, moves to him -- holds him up as he starts to
fall --

			SCARECROW
	Do?  Why, if I had a brain, I could --
		(sings)
	I could while away the hours,
	Conferrin' with the flowers,
	Consultin' 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.

CS -- Dorothy holds the Scarecrow as she sings -- shot favoring Dorothy --

			DOROTHY
		(sings)
	With the thoughts you'll be thinkin'
	You could be another Lincoln
	If you only had a brain.

MCS -- Dorothy holding the Scarecrow as he sings -- he jumps, whirls about
-- CAMERA TRUCKS forward as he goes into a sitting position, then PANS up
with him as he rises beside Dorothy, continues to sing --

			SCARECROW
		(sings)
	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 nuffin'
	My head all full of stuffin'
	My heart all full of pain.
	I would dance and be merry...

MCS - Scarecrow and Dorothy - she watches as he sings, dances about - he
whirls, jigs about - falls to his knees - Dorothy reacts - CAMERA TRUCKS
forward as he dances back up the Yellow Brick Road - then PULLS back as he
comes forward to Dorothy again - he dances to left to the cornfield -
CAMERA PANS left - he falls over the fence, then rolls back under it as
Dorothy rushes to help him - he reacts, sits on the curb of the road -

			SCARECROW
		(sings)
	...Life would be a ding-a-derry
	If I only had a brain!

MCS - The Scarecrow seated on curb of road as Dorothy looks down at him -
CAMERA PULLS back as he feels about his coat - Dorothy points to some of
his straw on the road - a crow flies into the scene and lands near the
straw - the Scarecrow reacts -

MCS - The Scarecrow trembles with fear as Dorothy tries to comfort him -

MCU - The crow picks up the straw and flies up --

MLS - Dorothy and the Scarecrow react as the crow flies out to left with
the straw in his mouth - CAMERA BOOMS up to left as the Scarecrow rises,
goes to the fence and shakes his fist at the crow flying over the
cornfield in the b.g. -

MLS - The Scarecrow dances back to right along the road as the CAMERA
PULLS back, PANS right with him - Dorothy rushes to him, stops him and
points o.s. to left -

LS - The crow lands in the cornfield -

MCS - Dorothy and the Scarecrow looking o.s. to left - the Scarecrow
reacts, assures Dorothy - then the CAMERA PULLS back as he dances forward,
gains momentum and runs out to left -

LS - The Scarecrow runs to left, makes a big jump over the cornfield as
the CAMERA PANS with him -

MLS - The Scarecrow jumps in from right and lands in the cornfield -
several crows fly out of the corn -

MS - Dorothy runs forward to the fence, reacts as she looks o.s. to f.g. -

MS - The Scarecrow moves to right through the corn stalks - CAMERA TRUCKS
right - he bends down, finds his straw and stuffs it back into his coat -

MLS - The Scarecrow runs forward, jumps into the air and flies out to
right f.g. -

LS - The Scarecrow soars over the field to the road - Dorothy waves to him

MS - The Scarecrow falls into the scene as he lands on the Yellow Brick
Road - CAMERA PULLS back as Dorothy rushes to him - the Scarecrow begins
to dance again, doing a series of splits -

CS - Toto jumps on a pumpkin, starts it rolling out onto the Yellow Brick
Road at right - CAMERA PANS right -

LS - Toto follows the pumpkin as it rolls forward down the road - CAMERA
PULLS back between the Scarecrow's legs - the pumpkin hits the Scarecrow,
hitting the Scarecrow up out of scene - Dorothy looks on, frightened -

LS - CAMERA PANS up with the Scarecrow as he soars up into the air -

LS - Shooting down from the Scarecrow's angle to Dorothy as she looks up
o.s. -

MS - CAMERA PANS down with the Scarecrow as he falls back toward the road -
exits out of shot -

MLS - The Scarecrow falls back into scene and lands on the Yellow Brick
Road - he runs out to left -

MLS - CAMERA PULLS back before the Scarecrow as he dances forward, bumping
into one side of fence, then bouncing from that to the fence on the other
side of road, then back to the fence at left, and so on down the road -
CAMERA PANS right with him as he runs forward past Dorothy and falls
through a fence which breaks under his weight -

CS - The Scarecrow sits up, looks about - blinks his eyes -

CS - Dorothy reacts as she starts forward, looks o.s. to f.g. -

REVERSE ACTION shot of Scene 93 (MLS - CAMERA PULLS back before the
Scarecrow as he dances forward, bumping into one side of fence, then
bouncing from that to the fence on the other side of road, then back to
the fence at left, and so on down the road - CAMERA PANS right with him as
he runs forward past Dorothy and falls through a fence which breaks under
his weight)

MLS - The Scarecrow bounces off a fence rail and starts to dance forward
down the road as he sings - CAMERA PULLS back ahead of him - Dorothy
entered - he sings to her - some straw falls from his coat - the Scarecrow
slumps to the ground - Dorothy starts to bend down -

			SCARECROW
		(sings)
	Gosh, it would be awful pleasin'
	To reason out the reason
	For things I can't explain.
	Then perhaps I'll deserve you,
	And be even worthy erv you
	If I only had a brain.

MLS -- Ext. Yellow Brick Road -- Dorothy rushes to the Scarecrow lying on
the road -- she picks up some of his straw -- kneels by him --

CS -- Dorothy kneeling by the Scarecrow -- she speaks as she helps him put
back some of the straw -- they react -- Scarecrow half-rises --

			DOROTHY
	Wonderful!  Why, if our Scarecrow back in
	Kansas could do that, the crows'd be scared
	to pieces!

			SCARECROW
	They would?

			DOROTHY
	Um-hmm.

			SCARECROW
	Where's Kansas?

			DOROTHY
	That's where I live.  And I want to get back
	there so badly I'm going all the way to
	Emerald City to get the Wizard of Oz to help
	me.

			SCARECROW
	You're going to see a Wizard?

			DOROTHY
	Um-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'd better not.  I've got a
	witch mad at me, and you might get into
	trouble.

			SCARECROW
	Witch?  Huh!  I'm not afraid of a witch!
	I'm not afraid of anything --- except a
	lighted match.

			DOROTHY
	I 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?

MCU -- Dorothy -- shooting past Scarecrow in right f.g.

			DOROTHY
	Why, of course I will!

LS -- Dorothy and the Scarecrow rise from the road -- the Scarecrow jumps
up -- yells -- Dorothy holds him up -- they speak -- they start to sing --
CAMERA BOOMS to left as they walk down the road and exit to b.g. --

			SCARECROW
	Hooray!  We're off to see a Wizard!

			DOROTHY
	Oh -- well -- you're not starting out very
	well.

			SCARECROW
	Oh, I'll try!  Really, I will.

			DOROTHY
	To Oz?

			SCARECROW
	To Oz!

			BOTH
		(sing)
	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!

						LAP DISSOLVE TO:

LS -- Dorothy and Scarecrow come forward along Yellow Brick Road -- CAMERA
PULLS back to show Wicked Witch hiding behind tree at left -- she turns,
exits to left -- Dorothy reacts as she sees the apple orchard at right
- she goes up to one of the trees -- CAMERA STARTS TO BOOM forward on
her --

			DOROTHY
	Oh -- apples -- Oh look!  Oh.  Oh ---

MCS -- Dorothy standing by the First Tree -- she picks an apple off --
reacts as the tree takes the apple back and slaps Dorothy's hand --

			DOROTHY
	Ouch!

MCU -- First Tree opens its "mouth" -- speaks to Dorothy o.s. --

			TREE
	What do you think you're doing?

MCS -- Dorothy replies to the tree -- then reacts --

			DOROTHY
	We've been walking a long ways and I was
	hungry and -- Did you say....

MCU -- The First Tree -- gestures as it speaks --

			FIRST TREE
	She....

MLS -- Scarecrow and Dorothy standing before the First Tree as it speaks
to the Second Tree in b.g. --

			FIRST TREE
	...was hungry!  Well, how would you like to
	have someone come along and pick something
	off of you?

MCU -- Scarecrow and Dorothy react, speak as they look o.s. at the tree --

			DOROTHY
	Oh, dear -- I keep forgetting I'm not in
	Kansas.

			SCARECROW
	Come along, Dorothy -- you don't want any
	of those apples.  Hmm!

MCU -- First tree reacts, and speaks --

			FIRST TREE
	What do you mean - she doesn't want any of
	those apples? Are you hinting my apples
	aren't what they ought to be?

MCU -- Scarecrow and Dorothy --

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

MCU -- The Tree reacts, makes a grab for the two o.s. --

			SCARECROW o.s.
	...worms!

			TREE
	Oh....

MLS -- The First Tree grabs for the two -- the Scarecrow fights him off as
Dorothy runs out to right f.g. -- the Scarecrow follows her out --

			TREE
	...you...

			SCARECROW
	Go -- Go!

			TREE
	...Oh -- Help -- let me out.  I'll give you
	little green....

MCS -- Dorothy -- the Scarecrow backs in from left f.g. -- gestures at the
Trees o.s. -- speaks -- then makes faces at the trees --

			TREE o.s.
	...worms.

			SCARECROW
	I'll show you how to get apples.

			TREE o.s.
	You can't....

MS -- The First tree winds up, throws apples o.s. to f.g. --

			TREE
	...do that to me!  I'll....

MCS -- Scarecrow and Dorothy react as the apples begin to hit them -- the
Scarecrow falls back to the road --

			TREE o.s.
	...show you!

LS -- Shooting past the Trees at left as they throw apples at Scarecrow
and Dorothy and Toto in the b.g. -- The Scarecrow rises, dodges about --

			TREES
	You can't do that!  You can't do that!  Hey!

CS -- First Tree laughs as it throws apples to f.g. --

			SCARECROW o.s.
	Hooray!

LS -- Shooting past the Trees at left as they throw apples at the
Scarecrow and Dorothy in the b.g. -- Scarecrow picks them up --

			SCARECROW
	Hooray!  I guess that did it!  Help yourself.

			DOROTHY
	Oh --

MS -- Dorothy comes forward as she picks up the apples -- CAMERA PANS and
TRUCKS forward as she starts to pick up two apples -- she sees a tin foot
-- reacts -- examines it -- CAMERA PULLS back and BOOMS up as she stands
up by the Tin Man -- Scarecrow comes in from left -- CAMERA PULLS back as
they examine him -- he tries to speak -- Dorothy picks up the oil can --

			DOROTHY
	Why, it's a man!  A man made out of tin!

			SCARECROW
	What?

			DOROTHY
	Yes.  Oh -- look --

			TIN MAN
	Oil can.....Oil can....

			DOROTHY
	Did you say something?

			TIN MAN
	Oil can....

			SCARECROW
	Oil can what?

			DOROTHY
	Oil can?  Oh -- oh, here it is!

MCS -- Scarecrow and Dorothy examine the Tin Man -- he tries to speak --
they oil him about the mouth --

			DOROTHY
	Where do you want to be oiled first?

			TIN MAN
	My mouth -- my mouth!

			SCARECROW
	He said his mouth.

			DOROTHY
	Here -- here --

			SCARECROW
	The other side....

			DOROTHY
	Yes --- there.

CU -- The Tin Man tries to speak -- squeaks out a few sounds --

			TIN MAN
	Mm.....mm...mm....

MCS -- Dorothy and Scarecrow listen as the Tin Man starts to speak --
Dorothy starts to pull the axe arm of the Tin Man down -- Scarecrow oils
him --

			TIN MAN
	...m...m...my, my, my, my goodness -- I can
	talk again! Oh -- oil my arms, please -- oil
	my elbows.

			DOROTHY
	Oh...

MLS -- Dorothy lowers the right arm of the Tin Man so that it hangs
naturally -- Scarecrow busy with the oil can -- the Tin Man begins his
story --

			TIN MAN
	Oh --

			DOROTHY
	...Oh, did that hurt?

			TIN MAN
	No -- it feels wonderful.  I've held that
	axe up for ages.  Oh ---

			DOROTHY
	Oh, goodness!  How did you ever get like
	this?

			TIN MAN
	Oh -- well, about a year ago -- I was
	chopping that tree -- minding my own
	business -- when suddenly it started to
	rain....

MCS -- Scarecrow and Dorothy listen to the Tin Man -- he grows weak --
they work his arms back and forth -- Scarecrow oils his neck for him --
Dorothy raps on the Tin Man's chest -- they react -- Tin Man explains,
then steps backward toward tree --

			TIN MAN
	...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...my neck.  My...my neck.  Perfect?  Oh
	-- bang on my chest if you think I'm
	perfect.  Go ahead -- bang on it!

			DOROTHY
	Oh --!

			SCARECROW
	Beautiful!  What an echo!

			TIN MAN
	It's empty. The tinsmith forgot to give me
	a heart.

			DOROTHY AND SCARECROW
	No heart?

			TIN MAN
	No heart.

			DOROTHY
	Oh --

			TIN MAN
	All hollow.  Oh --

CS -- Tin Man falls back as Scarecrow and Dorothy enter to help him -- he
holds them off -- begins to sing --

			TIN MAN
		(sings)
	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 kind-a human,
	If I only had a heart.

MCU -- Tin Man leans over toward Dorothy and sings as CAMERA PANS left
slightly -- then leans back --

			TIN MAN
		(sings)
	I'd be tender -- I'd be gentle
	And awful sentimental
	Regarding Love and Art
	I'd be friends with sparrows...

CS -- Dorothy and Scarecrow listening to the Tin Man -- he comes forward
slightly -- reacts as he hears Snow White's Voice o.s. -- then continues
with song --

			TIN MAN
		(sings)
	...And the boy who shoots the arrows
	If I only had a heart.
	Picture me....a balcony....Above a voice
	  sings low.

			SNOW WHITE'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...!

MLS -- Dorothy, Tin Man and Scarecrow -- the Tin Man Comes forward as he
starts his dance -- Dorothy and Scarecrow -- CAMERA PULLS back -- he stops
as one of his joints sticks -- Dorothy oils it -- Tin Man comes forward a
few more steps, then the other knee sticks -- they oil that for him -- he
thanks them -- CAMERA PULLS back, PANS left as he runs backwards down the
road and starts his dance --

MCS -- Dorothy and Scarecrow watching o.s. to left f.g.

MLS -- Shooting past Scarecrow and Dorothy at right to the Tin Man as he
dances before them --

MLS -- CAMERA PANS slightly with the Tin Man as he dances about -- he taps
his chest, makes the whistle in his funnel hat blow -- then continues to
dance --

MCS -- Dorothy and the Scarecrow look at each other with amazement as they
watch the dance of the Tin Man -- Dorothy whispers to the Scarecrow --

MLS -- The Tin Man dancing -- he jumps forward slightly, folds his arms,
then locks in that position -- starts to lean to left --

MLS -- CAMERA PANS Dorothy and Scarecrow as they rush to left to help the
Tin Man -- they catch him in time -- he starts to fall in the other
direction -- they rush around to catch him, but he now starts to fall to
the other side -- this business is repeated -- then CAMERA PANS to right
as the Tin Man stumbles toward b.g. -- Scarecrow tries to get out of the
way and falls over -- Dorothy grabs the Tin Man's hand --

			DOROTHY
	Oh --

MCS -- The Tin Man sits down -- Dorothy reacts, speaks with him --
Scarecrow enters from left -- Dorothy oils the Tin Man some more, then
asks him to go to the Emerald City, too -- then all react as the Witch
laughs o.s. -- they rise to their feet as CAMERA PANS up to the right to
the Witch standing on the roof of Tin Man's cottage --

			DOROTHY
	Oh, oh, oh, oh, oh, oh, oh, are you all
	right?

			TIN MAN
	I'm afraid I'm a little rusty yet.

			DOROTHY
	Oh, dear -- That was wonderful!  You know
	-- we were just wondering why you couldn't
	come to Emerald City with us to ask the
	Wizard of Oz for a heart.

			TIN MAN
	Emerald City? Why, that's a long and
	dangerous journey. And it might rain on the
	way.

			SCARECROW
	But you've just been saying how much you want
	a heart.

			DOROTHY
	And I'll keep the oil-can handy.

			TIN MAN
	Well, suppose the Wizard wouldn't get me one
	when we got there?

			DOROTHY
	Oh, but he will!  He must!  We've come such
	a long way already.
		(Witch laughs o.s.)

			TIN MAN
	Ohh -- what's that? Oh --

			WITCH
	You call that long?

MLS -- The Witch on the Tin Man's roof -- she speaks as she looks o.s. to
f.g. --

			WITCH
	Why, you've just begun! Forgotten about me,....

MCS - Tin Man, Dorothy and Scarecrow react as the Witch speaks o.s. -

			WITCH o.s.
	...eh? Well, I haven't forgotten about you!

CS -- The Witch speaks to the three o.s. in f.g. --

			WITCH
	Helping the little lady along, are you, my
	fine gentlemen?

MCS -- Tin Man, Dorothy and Scarecrow --

			WITCH o.s.
	Well, stay away from her!

CS -- Witch speaks, points at the Scarecrow o.s. --

			WITCH
	Or I'll stuff a mattress with you!

MCS -- Tin Man, Dorothy and Scarecrow -- Tin Man points to the trembling
Scarecrow -- then the Tin Man reacts -- points to himself --

			WITCH o.s.
	And you!  I'll use you for a bee-hive!
		(laughs)

CS -- The Witch speaks, throws a ball of fire o.s. --

			WITCH
	Here, Scarecrow!  Want to play ball?

LS -- Dorothy, Tin Man, Scarecrow standing at left as the Witch on the
roof throws down a ball of fire at them -- she laughs gleefully --

CS - Witch speaks to Dorothy o.s. -

			WITCH
	And as for you, my little....

MLS - Tin Man putting out the fire as Dorothy helps the Scarecrow, who is
rolling about in the grass - she reacts as Witch speaks o.s. -

			WITCH o.s.
	...Dorothy, I wish....

MCU - Dorothy hugs Toto tightly as Witch speaks o.s. -

			WITCH o.s.
	...you luck with the Wizard of Oz. And a....

CS - Witch speaks to Dorothy o.s. - then laughs -

			WITCH
	...happy journey back to Kansas!

MLS -- The Witch laughs -- sits on her broomstick in a position to fly
away -- smoke fills the shot, obscuring Witch from sight --

Ext. Forrest -- CS -- Dorothy holding Toto in her arms -- watching o.s.

LS -- Cloud of smoke as Witch disappears --

MS -- The Tin Man -- Dorothy and Scarecrow looking o.s. -- CAMERA TRUCKS
forward on them -- Tin Man and Scarecrow speak -- snap their fingers --
Tin Man reacts to buzzing sound --

			SCARECROW
	I'm not afraid of her.  I'll see you get
	safely to the Wizard now, whether I get a
	brain or not!  Stuff a mattress with me!
	Hah!

			TIN MAN
	I'll see you reach the Wizard, whether I
	get a heart of not.  Bee-hive -- bah!  Let
	her try and make a bee-hive out of me! You
	know -- Hmm? What's that?

MLS - Tin Man and Scarecrow sitting down - Dorothy in b.g. near tree -
comes forward as Tin Man and Scarecrow rise - she speaks - reacts when she
sees bee on her arm - turns around as Tin Man takes bee off her arm -

			TIN MAN
	Oh! They're - they're gone now.

			DOROTHY
	Oh, goodness! Did any of them sting you?

			TIN MAN
	I - I guess they tried to, but they bent
	their stingers.

			DOROTHY
	Oh, dear. I don't know what I'd do if a
	whole swarm kept -- Oh! Oh! Oh, there's one
	on me!

			TIN MAN
	Oh - I'll get it!

			DOROTHY
	Oh! Oh!

CS - Scarecrow - Dorothy and Tin Man - Tin Man looks at dead bee in his
hand - speaks and cries -

			DOROTHY
	Oh --

			TIN MAN
	Oh, see - I killed it. Oh, I killed that
	poor little honey bee!

			DOROTHY
	Oh-oh-

CU - Tin Man crying - speaks -

			TIN MAN
	It's only a man without a head who could do
	a thing like that. Poor little bee.

CU - Dorothy reacts - reaches o.s. -

			DOROTHY
	Oh, there....

CU - The Tin Man as Dorothy reaches in - wipes away his tears -

			DOROTHY
	...there. Don't cry. There.

CU - Dorothy looks o.s. - speaks -

			DOROTHY
	As a matter of fact, that's just an old
	drone bee, and it would have died....

CU - Tin Man looks o.s. -

			DOROTHY o.s.
	...anyway.

			TIN MAN
	Yes?

			DOROTHY o.s.
	You put it out of its misery.

			TIN MAN
	Oh.

			DOROTHY o.s.
	It's....

CS - Scarecrow - Dorothy and Tin Man - they speak and laugh -

			DOROTHY
	...just that the Witch is so wicked. I don't
	think you two ought to come with me because
	you'll get into trouble.

			SCARECROW
	Oh, you don't think we're going to stand by
	and let her get away with fireballs and
	bees, do you?

			TIN MAN
	No, sir!

			SCARECROW
	No, sir!

			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
	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!

MLS -- Scarecrow -- Dorothy and Tin Man -- CAMERA PANS right as they dance
down to brick road -- Scarecrow picks up basket -- CAMERA TRUCKS back as
they dance forward -- then turn and go up road to b.g. -- exit --

			THE THREE
		(sing)
	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!

						LAP DISSOLVE TO:

LS -- Int. Dark and Eerie Forest -- Tin Man -- Dorothy and Scarecrow
walking forward down brick road --

						LAP DISSOLVE TO:

LS -- Tin Man -- Dorothy and Scarecrow walking forward slowly --

MCS -- Tin Man -- Dorothy and Scarecrow stop -- look around off screen --
Dorothy frightened -- speaks --

			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
	Do -- do you suppose we'll meet any wild
	animals?

			TIN MAN
	We might.

			DOROTHY
	Oh --

			SCARECROW
	Animals that -- that eat straw?

			TIN MAN
	Some -- but mostly lions, and tigers, and
	bears.

CU -- Dorothy reacts --

			DOROTHY
	Lions?

CU -- Scarecrow reacts -- speaks --

			SCARECROW
	And tigers?

CU -- Tin Man looks o.s. -- speaks --

			TIN MAN
	And bears.

MCS -- Tin Man -- Dorothy and Scarecrow -- Dorothy frightened --

			DOROTHY
	Oh!  Lions and tigers and bears!

MLS -- Tin Man -- Dorothy and Scarecrow walk forward along brick road --
CAMERA PANS them to right -- they react to growl o.s. --

			DOROTHY
	Oh, my!

			TIN MAN -- SCARECROW AND DOROTHY
	Lions and tigers and bears!

			DOROTHY
	Oh, my!

			TIN MAN -- SCARECROW AND DOROTHY
	Lions and tigers and bears!

			DOROTHY
	Oh, my!

			TIN MAN -- SCARECROW AND DOROTHY
	Lions and tigers and bears!

			DOROTHY
	Oh, my!

			TIN MAN -- SCARECROW AND DOROTHY
	Lions and tigers and bears!

			DOROTHY
	Oh, my!
		(screams)

MCS -- Tin Man -- Dorothy and Scarecrow frightened -- speak -- look o.s. --
react --

			TIN MAN
	And bears!

			DOROTHY
	What sort of an animal is that?

			TIN MAN
	It-it-it-it - it's a huge one!

			SCARECROW
	D-d-d-don't be fr-fr-frightened. I - I'll -
	I'll protect you. Oh, look!

LS -- Lion on fallen tree -- Dorothy -- Scarecrow and Tin Man in f.g. on
brick road -- the lion jumps toward them -- CAMERA TRUCKS back as they
three move back -- the Lion takes two great leaps -- lands on the brick
road -- Tin Man and Scarecrow fall at side of road -- Dorothy hides behind
tree -- (Lion growling)

CU -- Lion growling --

CS -- Scarecrow trembling --

CU -- Lion growling --

CU -- Dorothy looks out around tree -- reacts --

CU -- Lion growling --

CS -- Tin Man trembling --

CS -- Lion sneers -- CAMERA PANS as he stands on his hind legs -- puts up
his paws -- speaks --

			LION
	Put 'em up! Put 'em....

LS -- Lion -- Tin Man and Scarecrow -- Dorothy back of tree in b.g. --
CAMERA TRUCKS forward -- Lion speaks and gestures --

			LION
	...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.

MCS -- Lion speaks -- CAMERA PANS him to right to Tin Man -- Dorothy in
b.g. --

			LION
	I'll fight you with my eyes closed.  Oh --
	pulling an axe on me, eh?

MCU -- Tin Man trembling --

MCS -- Lion speaks -- CAMERA PANS him left to Scarecrow -- Dorothy in b.g.
watching -- PANS lion to right to Tin Man --

			LION
	Sneaking up on me, eh?  Why!
		(snarls)

			TIN MAN
	Here -- here. Go 'way and let us alone!

			LION
	Oh, scared, huh?

CU -- Dorothy looks out from around tree -- reacts --

			LION o.s.
	Afraid, huh?

MCS -- Lion and Tin Man -- Lion speaks and laughs -- CAMERA PANS him to
left to Scarecrow -- Dorothy in b.g.

			LION
	How long can you stay fresh in that can?
		(laughs)
	Come on -- get up and fight, you shivering
	junk yard! Put your hands up, you lop-sided
	bag of hay!

CS -- Scarecrow reacts -- speaks --

			SCARECROW
	Now that's getting personal, Lion.

MCU -- Tin Man looks o.s. -- speaks --

			TIN MAN
	Yes -- get up and teach him a lesson.

MCS -- Scarecrow and Lion -- Dorothy in b.g. --

			SCARECROW
	Well -- what's -- wrong with you teaching
	him?

MCU -- Tin Man reacts -- speaks --

			TIN MAN
	Well -- well --, I hardly know him.

CS -- Toto barking --

CU -- Lion snarls -- speaks

			LION
	Well, I'll get you, anyway, Pee-Wee.

CU -- Dorothy reacts -- exits left f.g. --

MLS -- Lion and Dorothy -- Toto runs into shrubs -- Lion starts after him
-- Dorothy picks up Toto -- comes forward over to Scarecrow and Tin Man --
CAMERA PANS left as Lion starts for Toto -- Dorothy slaps his hand -- he
backs away -- crying --

			DOROTHY
	Shame on you!

MCU -- Lion -- Camera shooting past Dorothy at left f.g. -- Lion crying --
speaks --

			LION
	What -- what did you do that for?  I didn't
	bite him.

			DOROTHY
	No, but you tried to.

CS -- Dorothy and Lion -- CAMERA PULLS back -- Scarecrow and Tin Man enter
at left -- Dorothy speaks to Lion -- he cries and speaks --

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

			LION
	You're right -- I am a coward.

MCU -- Lion -- Camera shooting past Dorothy -- Lion crying  -- speaks --

			LION
	I haven't any courage at all. I even scare
	myself. Look at the circles under my eyes.

MS -- Tin Man -- Scarecrow -- Dorothy and Lion -- they speak -- Lion
crying --

			LION
	I haven't slept in weeks.

			TIN MAN
	Why don't you try counting sheep?

			LION
	That doesn't do any good -- I'm afraid of 'em.

			SCARECROW
	Oh, that's too bad.  Don't you think the
	Wizard could help him, too?

			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. To get him a heart.

			TIN MAN
	And him a brain.

			DOROTHY
	I'm sure he could give you some courage.

MCU -- Lion -- Camera shooting past Dorothy --

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

CS -- Dorothy -- Tin Man and Scarecrow -- Camera shooting past Lion at
right f.g. --

			DOROTHY
	No, of course not.

MCS -- Tin Man -- Dorothy -- Scarecrow and Lion --

			LION
	Gee, that's -- that's awfully nice of you.
	My life....

MLS -- Dorothy and Group -- Dorothy puts Toto down -- Lion Sings as the
four walk and dance along brick road to right -- CAMERA TRUCKS with them --

			LION
	...has been simply unbearable.

			DOROTHY
	Oh.

			LION
		(sings)
	Yeh, 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 mou-ess --
	If I only had the nerve
	I'm afraid there's no denyin'
	I'm just a dande-lion --
	A fate I don't deserve.
	I'd be brave as a blizzard --

			TIN MAN
		(sings)
	I'd be gentle as a lizard --

			SCARECROW
		(sings)
	I'd be clever as a gizzard --

			DOROTHY
		(sings)
	If the Wizard is a Wizard who will serve.

CS -- Tin Man and Scarecrow sing -- CAMERA PANS to right to Dorothy and
Lion --

			SCARECROW
		(sings)
	Then I'm sure to get a brain --

			TIN MAN
		(sings)
	A heart --

			DOROTHY
		(sings)
	A home --

			LION
		(sings)
	The nerve.

MLS -- Scarecrow -- Tin Man -- Dorothy and Lion sing as they dance forward
along brick road -- CAMERA TRUCKS ahead --

			ALL
		(sing)
	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....

LS -- Dorothy -- Lion -- Tin Man and Scarecrow dance down brick road to
b.g. -- all exit --

			ALL
		(sing)
	...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!

Camera on Crystal -- the images of Tin Man -- Dorothy -- Scarecrow and
Lion in crystal as they march along arm in arm -- CAMERA TRUCKS back
showing the Witch and Nikko looking into crystal -- Witch laughs -- CAMERA
PANS her left to table -- she mixes poison -- CAMERA PANS her to right to
Crystal -- She holds poison over the crystal -- waves her hand over it --
the images of group fade out -- Poppy Field fades in -- CAMERA TRUCKS
forward on Crystal --

			WITCH
	A-hah!
		(laughs)
	So!  You won't take warning, eh? All the
	worse for you, then.  I'll take care of you
	now instead of later!  Hah!  When I gain
	those ruby slippers, my power will be the
	greatest in Oz!  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!
		(laughs)
	Poppies! Poppies!  Poppies!

						LAP DISSOLVE TO:

LS -- Poppy Field -- CAMERA PANS up -- then PANS left over field -- to
edge of forest -- Dorothy -- Scarecrow -- Lion and Tin Man coming forward
out of forest --

MCS -- Dorothy -- Lion -- Tin Man and Scarecrow all looking o.s. --
Dorothy speaks --

			DOROTHY
	There's Emerald....

ELS -- Shooting over Poppy Field to towers of Emerald City -- Dorothy and
Group in f.g. --

			DOROTHY
	...City!  Oh, we're almost there at last!
	At last!

MCS -- Dorothy -- Lion -- Tin Man and Scarecrow -- they speak --

			DOROTHY
	It's beautiful, isn't it?  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!

LS -- Dorothy -- Tin Man -- Scarecrow and Lion run to b.g. thru poppy
field --

			DOROTHY
	Yes -- let's run!

			LION
	Yes.

MLS -- Tin Man -- Scarecrow -- Dorothy and Lion running forward thru Poppy
Field -- CAMERA TRUCKS right --

MS -- Tin Man and Scarecrow running thru poppies -- CAMERA TRUCKS right --
both gesture --

			SCARECROW
	Come on -- come on --

			TIN MAN
	Hurry -- hurry --

MS -- Dorothy and Lion running thru poppies -- CAMERA TRUCKS right --

MS -- Dorothy running to right -- staggers a little -- slows down --

ELS -- Scarecrow and Tin Man running forward thru poppy field -- Lion in
b.g. -- Dorothy enters in far b.g. -- Scarecrow and Tin Man stop on hill --
call and gesture

			SCARECROW
	Oh!  Oh, come on, come on!

			TIN MAN
	Look -- you can see it here.  It's wonderful!

			SCARECROW
	Emerald City!

MLS -- Dorothy running slowly to right -- CAMERA PANS her to Lion -- Tin
Man and Scarecrow -- Dorothy staggers -- puts her hand to her head --

			DOROTHY
	Oh -- Oh -- what's happening?  What is it?

MCU -- Dorothy puts her hand to her head -- speaks --

			DOROTHY
	I can't run anymore.  I'm so....

CS -- Tin Man and Scarecrow --

			DOROTHY o.s.
	...sleepy.

			SCARECROW
	Here -- give us your hands, and we'll pull
	you....

MLS -- Dorothy and Group --

			SCARECROW
	...along.

			DOROTHY
	Oh, no -- please.  I have to rest for just
	a minute.  Toto!

CS -- Toto lying among poppies --

			DOROTHY o.s.
	Where's Toto --

MLS -- Dorothy and Group -- Dorothy lies down among the poppies --

			SCARECROW
	Oh, you can't rest now -- we're nearly there!

MCU - Lion yawns and speaks -

			LION
	What did she -- do that for?

The images of Lion - Tin Man - Scarecrow and Dorothy in Crystal - they
speak - CAMERA TRUCKS back showing Witch and Nikko standing near crystal -
Witch laughs and speaks - the images fade out - Nikko exits - CAMERA
TRUCKS forward on Witch -

			SCARECROW
	Hey, Dorothy!

			TIN MAN
	Dorothy!

			LION
	Dorothy!

			TIN MAN
	Dorothy! You can't sleep here! You can't
	sleep in the middle of a field!

			WITCH
		(laughs)
	Call away! Call away! She won't hear any of
	you again! And there's nothing you can do
	about it, either.
		(laughs)
	Bring me my wishing cap! I'll call the
	Winged Monkeys to fetch me those slippers!
	Hurry! Hurry! Hurry! Hurry! It worked very
	smoothly!

						LAP DISSOLVE TO:

MLS -- Lion -- Tin Man and Scarecrow -- Dorothy lying in poppies -- Lion
starts to cry -- Scarecrow speaks -- holds the Lion up -- Lion drops as
Tin Man and Scarecrow start to pick up Dorothy --

			TIN MAN
		(crying)
	Oh - oh, poor Dorothy!

			SCARECROW
	Don't cry -- you'll rust yourself again!

			LION
	Comin' to think of it, forty winks wouldn't
	be bad.

			SCARECROW
	Don't you start it, too!

			TIN MAN
	Oh!  We ought to try and carry Dorothy.

			SCARECROW
	I don't think I could, but we could try.

			TIN MAN
	Let's.

			SCARECROW
	Yes.

			TIN MAN
	Oh -- now look at him!  This is terrible!

			SCARECROW
	Here, Tin Man -- help me.

CS -- Dorothy as Scarecrow tries to lift her --

MLS -- Tin Man and Scarecrow  -- Dorothy and Lion lying among poppies --
Tin Man and Scarecrow react -- call for help --

			SCARECROW
	Oh, this is terrible -- can't budge her an
	inch!  This is a spell, this is!

			TIN MAN
	It's 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!

LS -- Tin Man and Scarecrow on top of hill -- crying for help --
Superimposed shot of the Good Witch as she waves wand -- snow starts to
fall --

			SCARECROW
	HELP -- HELP!

CS -- Dorothy lying among poppies -- snow falling on her

			SCARECROW o.s.
	Help!  Help!

LS -- Tin Man and Scarecrow on top of hill -- Superimposed shot of the
Good Witch waving wand -- snow falling -- The Superimposure fades out --

			SCARECROW o.s.
	Look - It's snowing! It isn't snowing. It
	couldn't be! But it is! No, it isn't!  Yes,
	it is!  Oh, maybe that'll help!

CS -- Dorothy lying among poppies -- snow falling on her -- she opens her
eyes --

			SCARECROW o.s.
	Oh, but it couldn't help.

MCS -- Scarecrow looking down o.s. -- snow falling -- CAMERA PANS as he
kneels down to Dorothy -- she wakens -- sits up -- Lion sits up in b.g. --
Dorothy looks o.s. to left -- CAMERA PANS up to Tin Man -- then PULLS back
-- Dorothy jumps up -- takes oil can from basket -- they oil the Tin Man --

			SCARECROW
	It does help.  Dorothy, you're waking up!

			DOROTHY
	Oh --

			LION
	Oh -- unusual weather we're having, ain't
	it?

			DOROTHY
	Look!  He's rusted again.  Oh, give me the
	oil can -- quick!  Oh-oh, quick!

			SCARECROW
	Yes -- there --

			DOROTHY
	Oh -- here quick -- oh! - we'll oil him up.

MCS -- Images of Tin Man -- Dorothy -- Scarecrow and Lion in Crystal --
CAMERA TRUCKS back showing Witch and Nikko looking into Crystal -- The
Witch reacts -- speaks -- the images fade from Crystal --

			SCARECROW
	-- A hot water bottle would be good if we
	had one.

			DOROTHY
	Oh, he's been crying! Why have you been --

			WITCH
	Curse it!  Curse it!  Somebody always helps
	that girl! But shoes or no shoes, I'm still
	great enough to conquer her.  And woe to
	those who try to stop me!

						LAP DISSOLVE TO:

LS -- Dorothy -- Lion -- Scarecrow and Tin Man on hill in Poppy Field --
Dorothy speaks -- all react to voices singing -- The four of them come
forward down hill --

			DOROTHY
	Come on -- let's get out of here!  Look --
	Emerald City is closer and prettier than
	ever!

			VOICES o.s.
	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....

						LAP DISSOLVE TO:

MLS -- Dorothy -- Lion -- Scarecrow and Tin Man arm in arm tramping to
right -- CAMERA TRUCKS right --

			VOICES
		(sing)
	...The most glorious place --

						LAP DISSOLVE TO:

MS -- Int. Tower Room -- The Witch gestures with broomstick -- CAMERA PANS
left -- then right as she runs around to window -- stands on sill --
speaks -- then flies out --

			WITCH
	To the Emerald City -- as fast as lightning!

ELS -- The Witch flying on broomstick -- CAMERA PANS as she circles tower
-- then flies out left --

						LAP DISSOLVE TO:

LS -- Gate to Emerald City -- Dorothy -- Lion -- Tin Man and Scarecrow
enter left f.g. -- skip to b.g. to gate --

			VOICES
		(sing)
	-- Of the earth or the sky
	Hold onto your breath
	Hold onto your heart
	Hold onto your hope --
	March up to the gate
	And bid it open --- open --- open.

MS -- Dorothy -- Tin Man -- Lion and Scarecrow at gate -- they ring the
bell --

CU -- Doorman pops head thru little window in door -- looks down o.s. --
speaks --

			DOORMAN
	Who rang that bell?

MS -- Dorothy and group at gate -- Doorman at window -- he speaks to the
group -- they look around --

			DOROTHY AND OTHERS
	We did.

			DOORMAN
	Can't you read?

			SCARECROW
	Read what?

			DOORMAN
	The notice!

			DOROTHY AND SCARECROW
	What notice?

			DOORMAN
	It's on the door -- as plain as the nose on
	my face! It -- Oh --

CU -- Doorman reacts -- starts out --

MS -- Dorothy and group at door -- Doorman disappears -- re-enters --
hangs sign on door -- then exits -- closing window -- Dorothy and others
read sign -- Dorothy knocks on door -- Doorman re-enters -- speaks to
them --

			DOROTHY AND OTHERS
	"Bell out of order.  Please knock."

			DOORMAN
	Well, that's more like it. Now, state your
	business!

			DOROTHY AND OTHERS
	We want to see the Wizard.

			DOORMAN
	Ooooh!  The Wizard?  But nobody can see the
	Great Oz! Nobody's ever seen the Great Oz!
	Even I've never seen him!

			DOROTHY
	Well, then -- how do you know there is one?

CU -- Doorman speaks -- reacts -- starts out --

			DOORMAN
	Because he -- I -- Oh, you're wasting my
	time!

			DOROTHY o.s.
	Oh, please!  Please....

CS -- Dorothy -- Tin Man and Lion -- Dorothy speaks

			DOROTHY
	...sir.  I've got to see the Wizard! The
	Good Witch of the North sent me!

CU -- Doorman looks o.s. -- speaks --

			DOORMAN
	Prove it.

MS -- Dorothy and Group at door -- Doorman at little window of door --
looks down at them --

			SCARECROW
	She's wearing the ruby slippers she gave
	her.

CU -- Ruby slippers on Dorothy's feet --

			DOORMAN o.s.
	Oh....

CU -- Doorman speaks and gestures --

			DOORMAN
	...so she is!  Well, bust my buttons!  Why
	didn't you say that in the....

CS -- Dorothy -- Tin Man and Lion smiling --

			DOORMAN o.s.
	...first place?  That's a horse....

CU -- Doorman looks down o.s. -- speaks -- exits -- closing window --

			DOORMAN
	...of a different color!  Come on in!

LS -- Dorothy and Group at gate as it opens -- People moving about on
street of Oz in b.g. -- Cabby drives in from right -- CAMERA TRUCKS
forward -- Dorothy and group go to cab --

			CABBY
	Cabby!  Cabby!  Just what you're looking
	for!  Take you any place in the City, we
	does.

MLS -- Cabby on seat of cab -- Dorothy and Group standing alongside --
CAMERA TRUCKS forward on Cabby --

			DOROTHY
	Well, would you take us to see the Wizard?

			CABBY
	The Wizard?  The Wizard?  I -- can't --
	Well -- Yes, of course.  But first I'll
	take you to a little place where you
	can....

MCS -- Dorothy -- Lion -- Tin Man and Scarecrow -- CAMERA PULLS back as
they climb into cab -- Dorothy looks at horse -- reacts -- speaks to Cabby
-- CAMERA TRUCKS back as Cabby drives forward -- singing -- people wave to
Cabby --

			CABBY o.s.
	...tidy up a bit -- what?

			DOROTHY
	Oh, thank you so much.  We've been gone
	such a long time, and we feel so mess --
	What kind of a horse is that?  I've never
	seen a horse like that before!

			CABBY
	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.
		(sings)
	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....

LS -- Cabby -- Dorothy and group riding thru street of Oz -- people gather
around -- wave --

			CABBY
		(sings)
	...das --
	That's how the crickets crick all day
	In the Merry Old Land of Oz!
	We get up at twelve....

MCS -- Cabby driving cab as he sings -- Dorothy -- Lion and others in cab
-- crowd following --

			CABBY
		(sings)
	...And start to work at one
	Take an hour for lunch....

LS -- Cab moving to right thru Street of Oz -- Crowd following -- CAMERA
PANS right -- Cab stops -- Dorothy and others get out -- CAMERA TRUCKS
forward as they exit into building -- sign above door reads: WASH & BRUSH
UP CO. --

			CABBY
		(sings)
	...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 --
	That's how we laugh the day away
	With a ho -- ho -- ho
	Ha -- ha -- ha
	In the Merry Old Land of Oz!

MLS -- Three Masseurs filling the Scarecrow with new straw -- they sing as
they work -- CAMERA TRUCKS back to left showing men polishing the Tin Man
-- they sing -- CAMERA TRUCKS back showing girls doing Dorothy's hair --
they sing -- CAMERA PANS left showing girls clipping the Lion -- all sing
-- Dorothy -- Tin Man and Scarecrow -- Lion rises -- the Four of them
start out -- CAMERA PANS left --

			MASSEURS
		(sing)
	Pat, pat here,
	Pat, pat there,
	And a couple of brand new strawz.
	That's how we keep you young and fair
	In the Merry Old Land of Oz.

			POLISHERS
		(sing)
	Rub, rub here,
	Rub, rub there,
	And whether you're tin or brahz.
	That's how we keep you in repair
	In the Merry Old Land of Oz!

			MASSEUSE
		(sings)
	We can make a dimpled smile out of a
	  frown --

			DOROTHY
		(sings)
	Can you even dye my eyes to match my gown?

			MASSEUSE
	Uh-huh.

			DOROTHY
	Jolly old town!

			MANICURISTS
		(sing)
	Clip, clip here,
	Clip, clip there.
	We give the roughest clawz

			LION
	That certain air of savoir faire
	In the Merry Old Land of Oz!

			SCARECROW
	Ha -- ha -- ha --

			TIN MAN
	Ho -- ho --ho

			DOROTHY
	Ho -- ho --ho -- ho

			LION
	Hah!

			ALL
		(sing)
	That's how we laugh the day away
	In the Merry Old Land of Oz!
	That's how we laugh....

LS -- Dorothy and Group come out into Street -- all singing -- CAMERA
TRUCKS back as they start forward -- Dorothy looks up to sky -- reacts --

			ALL
		(sing)
	...the day away -- Ha -- ha -- ha -- (etc.)
	In the Merry Old Land of Oz!
	Ha -- ha -- ha --
	Ho -- Ho - ho --

MS -- Tin Man -- Scarecrow -- Dorothy and Lion -- crowd in b.g. -- all
looking up to sky -- they react --

			LION
	Who's her?  Who's her?

			DOROTHY
	It's the Witch!  She's followed us here!

			TIN MAN
	Can't that female take no for an answer?

			DOROTHY
	Oh --

			CUE VOICE
	S-u-r-r-e-n-d-e-r- Dorothy or die! W. W. W.

CS -- Two Oz women looking up to sky --

			OZ WOMAN
	Dorothy?  Who's Dorothy?

MCS -- Two Oz Women run to right -- CAMERA PANS --

			OZ WOMAN
	The Wizard will explain it!

CS -- Man and Woman looking up to the sky --

			MAN
	To the Wizard!

MCS- Oz Man speaks -- others run thru in b.g. --

			MAN
	To the Wizard!

MS -- Tin Man -- Scarecrow -- Dorothy and Lion react --

			DOROTHY
	Dear, whatever shall we do?

			SCARECROW
	Well, we'd better hurry if we're going to
	see the Wizard!

LS -- Dorothy and group run out at right -- crowd following --

						LAP DISSOLVE TO:

LS -- Crowd of Townsfolk moving thru Street of Oz - CAMERA TRUCKS back --

LS -- Crowd moving to b.g. to steps of Palace -- Guard on steps -- speaks
and gestures --

			GUARD
	Here -- here -- here -- wait a minute! Wait
	a minute! Stop - stop - stop! It's all
	right!

MS - Guard speaks and gestures -- CAMERA TRUCKS forward

			GUARD
	Every -- 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....

LS -- Crowd in street in front of Palace -- Guard in f.g. -- speaks to
them --

			GUARD
	...home -- and there's nothing to worry
	about.

MLS -- Dorothy -- Tin Man -- Scarecrow and Lion making their way thru
crowd -- CAMERA PANS them to right to Guard on steps --

			GUARD o.s.
	Get out of here now -- go on!  Go on home
	-- I - I -- go home.

MS -- Dorothy -- Tin Man -- Scarecrow and Lion -- Camera shooting past
Guard at right f.g. --

			DOROTHY
	If you please, sir.  We want to see the
	Wizard right away -- all four of us.

MS -- Guard -- Camera shooting past Dorothy and Group in f.g. --

			GUARD
	Orders are -- nobody can see the Great Oz!
	Not nobody -- not nohow!

MS - Dorothy and Group - Camera past Guard at sight f.g. -

			DOROTHY
	Oh, but we must!

MS - Guard - Camera past Dorothy and Group in b.g. - Guard speaks and
gestures -

			GUARD
	Orders are - not nobody! Not nohow!

MS - Dorothy and group - Camera past Guard at right -

			GUARD
	He's in conference with himself on account
	of this....

CS - Guard - Camera shooting past Dorothy -

			GUARD
	...trouble with the Witch. And even if he
	wasn't you wouldn't have been able to see
	him anyway on account of nobody has - not
	even us in the Palace!

MS - Dorothy - Tin Man - Scarecrow and Lion - Camera shooting past Guard
at right -

			DOROTHY
	Oh, but -- but please. It's very important.

			LION
	And -- and I got a permanent just for the
	occasion.

			GUARD
	Not nobody!  Not....

CU - Horn inside of Guard's cape -

			GUARD o.s.
	...nohow!

CS - Guard - Camera shooting past Dorothy -

			GUARD
	Pardon me. We've gotta change the guards.

MS - Guard - Camera shooting past Dorothy and Group - CAMERA PANS right as
Guard crosses to Sentry house - sentry house revolves -

CS - Guard in Sentry House - turns fake mustache upside down -

MLS - Guard steps out of Sentry house - CAMERA PANS left as he comes
forward to Dorothy and Group - CAMERA TRUCKS forward -

			GUARD
	Now - what do you want?

			DOROTHY AND OTHERS
	We want to see the Wizard.

			GUARD
	Not nobody! Not....

MLS -- Dorothy and Group at left -- Guard at right --

			GUARD
	...nohow!

			TIN MAN
	That's what the other man said.

			SCARECROW
	But she's Dorothy!

CS -- Guard reacts -- speaks -- Camera past Dorothy and Scarecrow in
f.g. --

			GUARD
	The Witch's Dorothy?  Well -- that makes a
	difference. Just wait here -- I'll announce
	you at once.

MS -- Guard shoulders his sword - CAMERA PANS him to right -- he exits
into Palace --

At the Palace Gates -- MCS -- Tin Man, Dorothy, Scarecrow and the Lion as
they look o.s. to right, react -- they speak -- the Lion moves away from
them and steps up on the terraced garden -- CAMERA BOOMS forward to left --
he starts to sing --

			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!

			LION
	In another hour, I'll be King of the Forest.
	Long Live the King!
		(sings)
	If....

CS -- The Lion sings --

			LION
		(sings)
	...I were King of the Forest,
	Not Queen, not Duke, not Prince....

MLS -- The Scarecrow, Dorothy and Tin Man group about in front of the Lion
as he sings --

			LION
		(sings)
	My regal robes of the forest....

CS -- Lion sings -- gestures --

			LION
		(sings)
	Would be satin, and not cotton, and not
	  chintz.
	I'd command each thing, be it fish or fowl.

MCU -- Lion sings --

			LION
		(sings)
	With a woof and a woof, and a royal growl.
	As....

MLS -- Scarecrow, Dorothy and Tin Man listening to the Lion --

			LION
		(sings)
	...I'd click my heel
	All the trees would kneel
	And the mountains bow
	And the bulls kowtow

MCU -- Lion -- gestures, grimaces and sings --

			LION
		(sings)
	And the sparrow would take wing
	'F -- I...'f -- I...were King!

MS - The Guard opens the peep window of the doors and looks o.s. to f.g.
- reacts to the song - CAMERA TRUCKS forward on him -

			LION o.s.
		(sings)
	Each rabbit would show respect to me. The
	  chipmunks...

MCS -- Lion continues with song -- gestures magnificently as he concludes--

			LION
		(sings)
	...genuflect to me.
	Though my tail would lash
	I would show compash
	For every underling.
	'F -- I...'f -- I --- were King
	Just King!....

MS - Lion standing in left f.g. as he finishes song - Scarecrow, Dorothy
and Tin Man in front of him - they bow, then dance about as they sing -
then kneel down -

			ALL
		(sing)
	Each rabbit would show respect to him
	The chipmunks genuflect to him

			SCARECROW
	And his wife would be Queen of the May.

MCS - Lion -

			LION
	I'd be monarch of all I survey....

LS - Scarecrow, Dorothy and Tin Man bow -- then a carpet is rolled down in
front of the Lion -- all come forward as the CAMERA PULLS back -- Dorothy
acts as flower girl -- they come forward to royal robe -- it is placed on
the Lion, as they turn about, then start back to the throne -- the Tin Man
crowns the Lion with a half of a flower pot --

			LION
		(sings)
	Monarch of all I survey....

MCU -- Lion sings -- laughs -- speaks --

			LION
		(sings)
	Mah -- hah -- hah -- hah -- hah -- hah --
	hah -- hah -- hah -- ha-narch!
		(laughs)
	Of all I survey!

MLS -- Scarecrow, Dorothy and Tin Man bow before the Lion as he concludes
-- Dorothy kneels, speaks -- Lion moves down from the terrace garden and
comes forward as the others question him -- CAMERA TRUCKS back to right
with them -- Lion starts up the Palace steps --

			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 thrash him from top to bottomamus!

			DOROTHY
	Supposin' you met an elephant?

			LION
	I'd wrap him up in cellophant!

			SCARECROW
	What if it were a brontosaurus?

			LION
	I'd show him who was King of the Fores'!

			ALL
	How?

			LION
	How?

MCU -- Lion explains --

			LION
	Courage!
	What makes a King out of a slave?  Courage!

MLS -- Lion explains to Scarecrow, Tin Man and Dorothy

			LION
	What makes the flag on the mast to wave?
	Courage!

CU - The Guard sticks his head out of the peep window in the gates - looks
o.s. to f.g. - CAMERA TRUCKS forward on him -

			LION o.s.
	What makes the elephant charge his tusk
	In the misty....

MCU -- Lion --

			LION
	...mist, or the dusky dusk?
	What makes the muskrat guard his musk?
	Courage!

MLS -- Scarecrow, Tin Man and Dorothy listening to the Lion --

			LION
	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?

MCS -- Shooting past the Lion to the Scarecrow, Dorothy and Tin Man --
they all speak --

			ALL
	Courage!

MCU -- Lion speaks, then reacts --

			LION
	You can say that again!  Hah.   Huh!?

MS -- Tin Man, Dorothy and Scarecrow standing in front of Lion -- all
react as the Guard comes forward from b.g. -- roars at them -- then enters
the palace -- CAMERA TRUCKS forward as Dorothy begins to cry -- the others
try to comfort her --

			GUARD
	Go on home! The Wizard says go away!

			ALL
	Go away?

			DOROTHY
	Oh --

			SCARECROW
	Looks like we came a long way for nothing.

			DOROTHY
	Oh -- and I was so happy!  I thought I was
	on my way home!

			TIN MAN
	Don't cry, Dorothy!

CU -- The Guard looks out through the peep window to o.s. f.g. - CAMERA
TRUCKS forward --

			TIN MAN o.s.
	We're going to get you to the Wizard.

			SCARECROW o.s.
	We certainly are! How? How are we?

CS -- Tin Man, Lion and Scarecrow grouped about Dorothy - Lion and
Scarecrow speak -- Dorothy speaks as she sobs --

			LION
	Would...would it do any good if I roared?

			SCARECROW
	Who at?

			LION
	I don't know.

			DOROTHY
	Auntie Em was so good to me -- and I never
	appreciated it.  Running away -- and hurting
	her feelings.

CU -- Dorothy sobs, then speaks to the others o.s. --

			DOROTHY
	Professor Marvel said she was sick.  She may
	be dying -- and -- and it's all my fault!

CU -- The Guard, with streams of tears pouring down his cheeks --

CU -- Dorothy sobbing --

			DOROTHY
	Oh, I'll never forgive myself! Never --
	never -- never!

MS -- The Guard looking out window -- he sobs -- speaks -- CAMERA PULLS
back to enter Dorothy and her three friends -- the Guard exits from the
window -- Dorothy and the others rise as the gates to palace open - a long
corridor seen in b.g. -- they start cautiously forward down it -- CAMERA
TRUCKS forward --

			GUARD
	Oh, oh -- please don't cry any more.  I'll
	get you into the Wizard somehow.  Come on.
	I had an Aunt Em myself once.

Int. Corridor -- MS -- CAMERA TRUCKS back ahead of the Scarecrow, Lion,
Dorothy and Tin Man as they come forward -- they stop at intervals, keep
the Lion from running back -- then they tip-toe forward -- react to echo --

			LION
	Wait a minute, fellahs.  I was just
	thinkin'.  I really don't want to see the
	Wizard this much.  I better wait for you
	outside.

			SCARECROW
	What's the matter?

			TIN MAN
	Oh, he's just ascared again.

			DOROTHY
	Don't you know the Wizard's going to give
	you some courage?

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

			DOROTHY
	Oh, well, then -- we'll ask him for you.

			LION
	I'd sooner wait outside.

			DOROTHY
	But why?  Why?

			LION
	Because I'm still scared!

			DOROTHY
	Oh, come on.

			LION
	Ohh!

			SCARECROW
	What happened?

			LION
	Somebody pulled my tail.

			SCARECROW
	Oh, you did it yourself!

			LION
	I -- Oh --

			SCARECROW
	Here --   Come on.

			LION
	What was that?

			DOROTHY
	Our echo.

			OZ'S VOICE
	Tap - tap - tap - tap - What was that -
	that - that? Our echo - echo - echo.

MLS - The Lion starts to bolt, but the others grab him - Dorothy speaks as
they face down corridor to b.g. - Voice of Oz heard -

			DOROTHY
	Oh, come on - come on! We'll soon find the
	Wizard!

			OZ'S VOICE
	The Wizard - The Wizard - The Great and
	Powerful Wizard of Oz - Oz - Oz-Oz - Oz -
	Oz - Oz - Oz!

ELS -- Shooting down the corridor to the doors at the end -- they open as
the voice of Oz booms out --

			OZ'S VOICE
	The Great Wizard of Oz. Come forward!

MS -- Scarecrow, Lion, Dorothy and Tin Man come forward - the Lion speaks,
hides his eyes --

			LION
	Tell me when it's over!  Oh!

ELS -- The four move down the corridor to the b.g. --

LS -- Int. Throne Room -- The Four enter through door at left -- CAMERA
PANS them right as they move toward center of room -- they react as they
see the throne in the b.g. -- flame and smoke belching forth from the
throne --

			LION
	Oh! Look at that!  Look at that!  Oh --
	Ohhhh -- I want to go home -- I want to go
	home!

LS -- Throne -- fire and smoke issuing forth --

			OZ'S VOICE
	I am Oz, the Great and Powerful!

MLS -- The Four trembling and shaking with fear --

			OZ'S VOICE
	Who are you?

LS -- Throne --

			OZ'S VOICE
	Who are you?

MLS -- The Four react with fear -- the others shove Dorothy forward -- she
comes forward, speaks --

			DOROTHY
	I -- If you please, I - I am Dorothy,

MCU -- Dorothy -- speaks, looks back at the others --

			DOROTHY
	...the small and meek.  We've come to ask
	you --

ELS -- Throne -- flame and smoke pouring out --

			OZ'S VOICE
	Silence!

MCU -- Dorothy reacts, turns and runs back to the others --

MLS -- Dorothy returns to the other three -- speaks -

			DOROTHY
	Ohhh -- Jiminy Crickets!

ELS -- Throne --

			OZ'S VOICE
	The Great and Powerful Oz knows why you
	have come. Step forward,....

MLS -- The Four -- the Tin Man shakes, speaks - comes wobbling forward --

			OZ'S VOICE
	...Tin Man!

			TIN MAN
	Ohhhh -- it's me!

LS - Throne --

			OZ'S VOICE
	You dare to come to me for a heart, do you?
	You clinking, clanking, clattering
	collection of caliginous....

MCU -- Tin Man trembling with fear -- he speaks, then reacts as the Voice
booms out -- turns to run --

			OZ'S VOICE
	...junk!

			TIN MAN
	Ohhhh -- yes...yes, sir -- Y-Yes, your
	Honor.  You see, a while back, we were
	walking down the Yellow Brick Road, and --

			OZ'S VOICE
	Quiet!

			TIN MAN
	Ohhhhhh!

LS -- The Tin Man runs back to Dorothy, Lion and the Scarecrow as flames
pour from the throne in b.g. -- the Voice speaks -- the Scarecrow almost
collapses -- then moves forward and salaams in front of the throne --

			OZ'S VOICE
	And you, Scarecrow, have the effrontery to
	ask for a brain?

MLS -- Scarecrow kneeling in f.g. as the other three watch from the b.g. --
he speaks -- salaams --

			OZ'S VOICE
	You billowing bale of bovine fodder!

			SCARECROW
	Y-Yes -- Yes, Your Honor -- I mean, Your
	Excellency -- I -- I mean -- Your Wizardry!

LS -- Throne --

			OZ'S VOICE
	Enough!

MLS -- Scarecrow rises, runs back to Lion, Tin Man  and Dorothy --

			OZ'S VOICE
	...Uh -- And you,....

LS -- Throne --

			OZ'S VOICE
	...Lion!

MLS -- Scarecrow, Dorothy, Lion and Tin Man -- the Lion groans with fear
as he comes slowly forward --

			DOROTHY AND SCARECROW
	Oh -- Oh -- Ohhhh!

LS -- Throne --

MCU -- Lion tries to speak -- faints and falls back --

MLS -- The Lion falls to the floor -- Dorothy and the others run forward
to him --

			DOROTHY
	Oh -- Oh -- Oh!....

MCS -- Scarecrow and Dorothy bending over Lion -- Dorothy reacts, turns
and speaks as she looks toward the throne o.s. in f.g. --

			DOROTHY
	...You ought to be ashamed of yourself --
	frightening him like that, when he came to
	you for help!

ELS -- Throne --

			OZ'S VOICE
	Silence!....

MLS -- The Four -- Dorothy and Scarecrow sit down as they react to Oz's
Voice --

			OZ'S VOICE
	...Whippersnapper!

MLS -- Throne --

			OZ'S VOICE
	The beneficent Oz has every intention of
	granting....

MCS -- Scarecrow and Dorothy bending over Lion -- the Lion revives, sits
up, speaks -- Dorothy starts to pull him up --

			OZ'S VOICE
	...your requests!

			LION
	What's that?  What'd he say?

			DOROTHY
	Oh -- Oh, come on.

			LION
	Huh?  What'd he say?

MS -- Dorothy helps the Lion to his feet -- the four of them listen as Oz
speaks --

			OZ'S VOICE
	But first, you must prove yourselves worthy
	by performing a very small task.

LS -- Throne --

			OZ'S VOICE
	Bring me the broomstick of the Witch...

MS -- The Four, trembling with fear -- the Tin Man speaks --

			OZ'S VOICE
	...of the West.

			TIN MAN
	B-B-B-B-B-But if we do that, we'll have to
	kill her to get it!

LS -- Throne --

			OZ'S VOICE
	Bring me her broomstick, and I'll grant your
	requests.

MS - The trembling Four -- the Lion starts to speak --

			OZ'S VOICE
	Now, go!

			LION
	But -- but what if she kills us first?

			OZ'S VOICE
	... I ....

MLS -- Throne --

			OZ'S VOICE
	...said, -Go!

MS -- The Four -- the Lion jumps with fright --

LS -- The Four standing in front of the throne in b.g. -- CAMERA PANS left
with the Lion as he runs out of the throne room and into the corridor --

ELS -- shooting down the length of the corridor -- the Lion comes running
forward toward camera -- CAMERA PANS left with him as he dives through
window to exit --

							FADE OUT:

FADE IN -- TRUCKING SHOT of weird trees of the Haunted Forest -- PANS DOWN
to sign post --

HAUNTED FOREST
 WITCHES CASTLE
       1 MILE

I'D TURN
BACK IF I
WERE YOU!

						LAP DISSOLVE TO:

LS -- Dorothy -- Scarecrow -- Tin Man and Lion walking thru forest -- they
walk forward -- CAMERA TRUCKS ahead of them -- they stop -- look at the
sign post --

MCS -- Dorothy -- Scarecrow -- Lion and Tin Man looking at sign -- Lion
reads -- nods -- turns to b.g. -- Tin Man and Scarecrow stop him -- the
others shake their head -- CAMERA TRUCKS back as they walk forward again --
Lion growling -- they react to noise o.s. --

			LION
	"I'd turn back if I were you."
		(growls)

CS -- Two owls on limb of tree --

MS -- Dorothy -- Scarecrow -- Lion and Tin Man react -- Lion runs to b.g.
-- Scarecrow and Tin Man catch him -- carry him forward -- he cries --

CS -- Two crows on limb of tree --

MS - Dorothy and group - they speak - Lion hands spray to Dorothy -
Scarecrow takes the spray - throws it o.s. right -

			TIN MAN
	From now on, we're on enemy ground. You
	should have something to protect yourself
	with.

			LION
	She - she can have my Witch Remover.

			DOROTHY
	Does it work?

			LION
	No, but it's wonderful for threatening with.

			DOROTHY
	Oh --

			SCARECROW
	Oh, here - give me that thing!

MLS - Spray hits the ground - then vanishes -

MS - Dorothy and Group react - speak - net flies out of Lion's hand - all
react -

			SCARECROW
	Oh, did - did you see that?

			TIN MAN
	Oh - look out.

			SCARECROW
	You know something?

MCU -- Lion and Scarecrow --

			SCARECROW
	I believe they're spooks around here.

MCU -- Dorothy and Tin Man --

			TIN MAN
	That's ridiculous!  Spooks -- that's....

MCU -- Lion and Scarecrow --

			TIN MAN o.s.
	...silly.

			LION
	Don't you believe in spooks?

MS -- Dorothy and group -- Tin Man goes up out of scene -- others react --

			TIN MAN
	No.  Why only --  Oh --

			DOROTHY
	Oh!  Oh, Tin Man!   Oh!

LS -- Dorothy -- Lion and Scarecrow watching Tin Man -- he falls to ground
in f.g. -- Dorothy and Scarecrow run forward -- help him up --

			DOROTHY
	Oh -- Oh --

			SCARECROW
	Oh -- are you -- are you all right?

CS -- Lion, his eyes closed tight -- speaks --

			LION
	I do believe in spooks, I do believe in
	spooks. I do -- I do -- I do -- I do -- I
	do -- I....

MS -- Image of Lion in Crystal -- Witch and Winged Monkeys looking into
crystal -- Image of Lion fades out -- CAMERA PANS left as Witch runs
around -- goes to Winged Monkeys -- she speaks to them -- CAMERA TRUCKS
forward -- Winged Monkeys fly out -- others flying thru in b.g. -- CAMERA
TRUCKS back --

			LION
	...do believe in spooks.  I do believe in
	spooks!  I do -- I do -- I do -- I do -- I
	do -- I do!

			WITCH
		(laughs)
	You'll believe in more than that before
	I've finished with you.  Take your army to
	the Haunted Forest, and bring me that girl
	and her dog!  Do what you like with the
	others, but I want her alive and unharmed!
	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! Bring me that
	girl and her slippers!  Fly!  Fly!  Fly!

						LAP DISSOLVE TO:

LS - Dorothy - Scarecrow - Tin Man and Lion walking forward thru Haunted
Forest - Lion yells -

MCU - Lion growling - Jitterbug on his nose - he looks down at it - speaks
- CAMERA TRUCKS back - Tin Man slaps the bug away -

			LION
	What's that? What's that? Take it away -
	take it away - Take it away!
		(cries)

			TIN MAN
	Hold still - hold still --

MLS - Scarecrow - Dorothy - Tin Man and Lion - Dorothy jumps as Jitterbug
bites her leg - Tin Man speaks - all start forward - Tin Man yells -
Dorothy takes bug off his neck - Bug bites Scarecrow - he jumps in the air
- falls to ground - jumps up again - CAMERA PANS the Four to right - they
react to quivering trees and noise - CAMERA TRUCKS back - Dorothy and
others tremble and move about as they sing -

			DOROTHY
	Oh! Something bit me, too!

			TIN MAN
	Now come on - you're acting silly --
		(yells)

			SCARECROW
	Oh, come on now - everybody --
		(yells)

			DOROTHY
		(sings)
	Did you just hear what I just heard?

			LION
		(sings)
	That noise don't come from no ordinary bird.

			DOROTHY
	It may be just a cricket
	Or a critter in the trees.

			TIN MAN
	It's giving me the jitters
	In the joints around my knees.

CS - Scarecrow and Tin Man - CAMERA PANS to right to Lion and Dorothy -
each sing -

			SCARECROW
	Oh, I think I see a jijik
	And he's fuzzy and he's furry
	I haven't got a brain
	But I think I ought to worry!

			TIN MAN
	I haven't got a heart
	But I got a palpitation.

			LION
	As Monarch of the Forest
	I don't like the situation.

			DOROTHY
	Are you gonna stand around
	And let 'em fill us full of horror?

			LION
	I'd like to roar 'em down --
	But I think I lost my roarer.

LS - Dorothy - Lion - Scarecrow and Tin Man running around - the tree
quivering -

MS - Scarecrow - Tin Man - Lion and Dorothy huddled together - looking
o.s. -

			TIN MAN
	It's a whozis.

			SCARECROW
	It's a whozis?

			LION
	It's a whatzis.

			TIN MAN
	It's a whatzis?

			LION
	Whozat?

			TIN MAN
	Whozat?

			SCARECROW
	Whozat?

MCS - Scarecrow - Tin Man - Lion and Dorothy - Dorothy steps forward -
sings - CAMERA PANS right as she dances back near Lion -

			DOROTHY
	Whozat?
	Who's that hiding
	In the tree top?
	It's that rascal
	The Jitter Bug.
	Should you catch him
	Buzzin' round you
	Keep away from
	The Jitter Bug!
	Oh, the bats....

MS - Scarecrow - Tin Man - Lion and Dorothy - Dorothy singing - CAMERA
PANS - TRUCKS back as all dance -

			DOROTHY
	...and the bees
	And the breeze in the trees
	Have a terrible, horrible buzz.
	But the bats and the bees
	And the breeze in the trees
	Couldn't do what the Jitter Bug does.
	So be careful
	Of that rascal
	Keep away from --

			SCARECROW - TIN MAN AND LION
	-- The Jitter Bug!
	Oh, The Jitter -
	Oh, the Bug
	Oh, the Jitter -

			ALL
	Bug-bug-a-bug-bug-bug-bug-bug-a-boo!

MS - Lion runs over by tree - tree catches hold of Lion's tail - Scarecrow
runs in - releases Lion - tree grabs Scarecrow - he finally gets free -
CAMERA PANS left as Scarecrow runs over to Dorothy held by another tree -
Tin Man starts to chop at tree - Limb of tree hits him over the head - Tin
Man staggers - throws axe o.s. - Lion enters - CAMERA TRUCKS as the four
dance -

			ALL
	In a twitter
	In the throes

			SCARECROW
	Oh, the critter's
	Got me dancin' on a thousand toes.

			TIN MAN
	Thar she blows!

LS - Dorothy and Group dancing - Trees of the forest moving in rhythm -

MS - Lion and Tin Man dancing -

CS - Lion and Tin Man dancing -

LS - Tin Man - Lion - Dorothy and Scarecrow dancing -

MLS - The Four dancing -

ELS - The army of Winged Monkeys flying over Haunted Forest -

MLS - Dorothy and Group dancing - look up o.s. - react -

ELS -- The army of Winged Monkeys flying over Haunted Forest --

MLS -- Dorothy and Group react -- run to b.g.--

LS -- The Winged Monkeys fly down into forest -- CAMERA PANS RIGHT as they
fly down near Dorothy and group running to b.g. --

LS -- The Winged Monkeys landing -- run out at right --

ELS -- Shooting down as the Winged Monkeys land -- Dorothy and group exit
far b.g. --

LS -- The Winged Monkeys capturing the group -- Dorothy runs out right --

MLS -- The Winged Monkeys running after Dorothy -- CAMERA PANS right --

LS -- Dorothy runs forward -- two Winged Monkeys after her -- they exit
right f.g. --

MLS -- Tin Man swinging axe at the Winged monkeys --

			TIN MAN
	Go away now!

MLS -- Winged Monkeys tromping on the Scarecrow --

			SCARECROW
	Help!  Help!

MS - Lion in center of group of monkeys - he doubles his fists - speaks
- Monkey in tree hits him over the head with axe -

			LION
	Why, I'll -- Foul! Foul!

LS -- Two Winged Monkeys running to b.g. with Dorothy - they swoop up into
the air -- exit upper b.g. --

MCS -- Toto runs forward -- looks up o.s. -- barks --

ELS -- Two Winged Monkeys carrying Dorothy -- Flying to right over haunted
forest --

MCS -- Toto barking -- Winged Monkey picks him up -- CAMERA PANS right as
he flies out with Toto --

ELS -- Army of Winged Monkeys flying to right over the Haunted Forest --

MLS -- The Winged Monkeys tearing Scarecrow apart -- Scarecrow yells --
the Winged Monkeys exit right -- Tin Man and Lion enter -- CAMERA TRUCKS
forward on them as Lion and Tin Man try to put Scarecrow together --

			SCARECROW
	Help! Help! Help! Help! Help!

			TIN MAN
	Oh!  Well, what happened to you?

			SCARECROW
	They tore my legs off, and they threw them
	over there! Then they took my chest out,
	and they threw it over there!

			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 Dorothy!

			TIN MAN
	Now, let' s see -- this goes -- Oh, I wish
	I were better at puzzles.

			LION
	Wait a minute. This is the left one. He
	walks bad enough already.

			TIN MAN
	Oh, poor Dorothy. We may never see her
	again.

			SCARECROW
	Who do you suppose they were? And where did
	they take her? A fine thing - to go to
	pieces at a time like this!

			TIN MAN
	Now, now, don't fret.

			SCARECROW
	Oh, dear, dear.

			TIN MAN
	We'll get you together!

						LAP DISSOLVE TO:

CS -- Toto in Witch's lap -- CAMERA TRUCKS back -- Witch rises -- Nikko
standing at right -- Witch puts Toto in basket -- Dorothy at left f.g.
crying -- Witch turns to Dorothy -- speaks to her -- Nikko carries Toto to
b.g. -- Dorothy goes over to Nikko --

			WITCH
	What a nice little dog!  And you, my dear.
	What an unexpected pleasure!  It's so kind
	of you to visit me in my loneliness.

MCS -- Dorothy reacts -- turns -- speaks to Witch -- CAMERA TRUCKS forward
on them -- CAMERA PANS left as Witch crosses to Nikko -- speaks to him --

			DOROTHY
	What are you going to 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 -- when you give me
	those slippers.

			DOROTHY
	But the Good Witch of the North told me not
	to.

			WITCH
	Very well! Throw that basket in the river
	and drown him!

MLS -- Dorothy crying -- speaks to Witch -- then steps up on step -- Witch
looks down at slippers on Dorothy's feet --

			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.

CS -- Slippers on Dorothy's feet -- the hands of the Witch reach in --
begin to tremble --

CS -- Witch jumps back -- Dorothy reacts -- Witch looks at her -- hands --

			WITCH
	Ahh!  Ah!

			DOROTHY
	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...

CU -- Dorothy reacts -- speaks --

			WITCH o.s.
	...you're alive.

			DOROTHY
	What are you gonna do?

CU - Witch looks up o.s. - speaks -

			WITCH
	What do you think I'm going to do? But
	that's not what's worrying me -- it's how
	to do it.  These things must be done
	delicately....

CS -- Toto sticks his head out of basket --

			WITCH o.s.
	...or you hurt the spell.

MS -- Witch and Dorothy -- Nikko standing by table in b.g. -- Toto jumps
out of basket -- runs out door in b.g. -- Dorothy speaks to Toto -- Witch
turns on Nikko -- he runs out in b.g. --

			DOROTHY
	Run, Toto, run!

			WITCH
	Catch him, you fool!

LS -- Toto running forward down steps -- Nikko after him -- CAMERA PANS
down to left with Toto --

MS -- Dorothy at window -- looking down o.s. -- Witch comes forward to
her --

MLS -- Toto runs forward over drawbridge as bridge starts up --

CS -- Toto on edge of drawbridge -- looks down o.s. --

MLS -- Toto on edge of drawbridge -- Guards run forward -- carrying spears
-- Toto jumps -- (Guards yell)

MS -- Toto jumps down among rocks --

			DOROTHY o.s.
	Run, Toto, run!

MLS -- Guards throwing spears o.s. -- all yelling --

MLS -- Toto running to b.g. -- spears fall around him -- Toto runs up
among rocks in b.g. --

			DOROTHY o.s.
	Run, Toto, run!

MCU -- Dorothy crying -- speaks --

			DOROTHY
	He got away!  He got away!

MCS -- Dorothy and Witch -- CAMERA TRUCKS forward on them - Witch speaks
to Dorothy -- CAMERA TRUCKS as Witch hurries to b.g. --

			WITCH
	Ohhh!  Which is more than you will!  Drat
	you and your dog!  You've been more trouble
	to me than you're worth, one way or another
	--  but it'll soon be over now!

MCS -- Witch picks up huge hour glass -- turns it over -- speaks --

			WITCH
	Do you see that?  That's how much longer
	you've got to be alive!  And it isn't....

CU -- Dorothy crying --

			WITCH o.s.
	...long, my pretty!  It isn't long!

CS -- Witch looks o.s. -- speaks -- CAMERA PANS as she runs to b.g. --

			WITCH
	I can't wait forever to get those shoes!

CU -- Dorothy crying -- exits left --

MS -- Dorothy -- CAMERA PANS her left -- she crosses -- looks at hour
glass --

CU -- Hour Glass-

						LAP DISSOLVE TO:

ELS - Toto jumping down rocky edge of mountains - (Toto barking)

						LAP DISSOLVE TO:

MLS - Toto runs forward - looks o.s. - barks - exits left f.g. -

MS -- Ext. Haunted Forest -- the Lion and the Tin Man put the Scarecrow
back together -- they speak -- then react, look off to right as they hear
Toto barking o.s.

			TIN MAN
	There. Now, that's the best we can do
	without any pins.

			LION
	Yeah --

			SCARECROW
	Oh, don't worry about me. I'm all right. We
	must worry about Dorothy.

			TIN MAN
	But how can we find her? We don't even know
	where she is. Look! There's....

LS -- Toto comes running forward through forest -- CAMERA PANS him left to
the Tin Man, Lion and Scarecrow --

			TIN MAN o.s.
	...Toto!  Where's he come from?

CU -- Toto barks at the three o.s. in f.g. --

CS -- Lion, Scarecrow and Tin Man react, speak --

			SCARECROW
	Why, don't you see?  He's come to take
	us....

MLS -- The Tin Man, Scarecrow and Lion react, rise -- Toto barks, leads
them as they run down trail to right b.g. -- CAMERA PANS with them --

			SCARECROW
	...to Dorothy!

			TIN MAN
	Oh --

			SCARECROW
	Come on, fellows!

						LAP DISSOLVE TO:

Int. Tower Room -- Close on the hour glass on the table -- CAMERA PULLS
back to reveal Dorothy standing by the table as she watches the sand run
through the glass -- she looks about desperately --

						LAP DISSOLVE TO:

ELS -- The Tin Man, Scarecrow and Lion making their way over rocky
hillside -- Toto barks as he waits for them

						LAP DISSOLVE TO:

CU -- Toto makes his way over top of the rocks -- barks -- exits out to
right --

MS -- The Lion, Tin Man and Scarecrow struggling up the rocks -- the Tin
Man slips --

ELS -- The Tin Man slips off the side of the rocks -- hangs to the Lion's
tail to keep from falling -- the Scarecrow tries to help him --

			LION
	Oh -- Oh -- Oh -- I....

MS -- the Tin Man hanging to Lion's tail -- they speak -- Scarecrow tries
to get up to help them both --

			LION
	...I -- I -- I hope my strength holds out.

			TIN MAN
	I hope your tail holds out. Oh --

						LAP DISSOLVE TO:

CU - The Hour Glass - more sand in the bottom -

MCS - In. Tower Room - Dorothy watching the hour glass - CAMERA PANS with
her as she runs to the door, tries it - then runs to another door - finds
that locked, also - CAMERA TRUCKS forward slightly as she sobs, then turns
and comes slowly forward as the CAMERA PULLS back to left with her - she
begins to sing - CAMERA PANS her right as she sits, sobbing, by the
crystal of the Witch -

			DOROTHY
		(sings)
	Someday, I'll wake and rub my eyes
	And in that land beyond the skies
	You'll find me ----

CU -- Toto makes his way over the top of the rocks and exits out to right
-- The Lion's head appears, followed by that of the Tin Man and Scarecrow
-- they look o.s. to f.g. -- Lion points, speaks --

			LION
	What's that?  What's that?

MCU -- Tin Man, Lion and Scarecrow peering over the rocks, they speak --
Lion reacts as he watches down o.s. to f.g. --

			SCARECROW o.s.
	That's the castle of the Wicked Witch!
	Dorothy's in that awful place!

			TIN MAN
	Oh, I hate to think of her in there.  We've
	got to get her out.
		(cries)

			SCARECROW
	Don't cry now.  We haven't got the oil-can
	with us and you've been squeaking enough as
	it is.

			LION
	Who's them?  Who's them?

ELS -- The Witch's Winkies marching about in the Castle Courtyard --

MCU -- Tin Man, Lion and Scarecrow peering over the rocks -- they speak --
the Lion tries to turn back, but others grab him, push him forward --

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

			LION
	Fine.  He's got a plan

			SCARECROW
	And you're going to lead us.

			LION
	Yeah. Me?

			SCARECROW
	Yes, you.

			LION
	I -- I -- I -- I -- gotta get her outta
	there?

			SCARECROW
	That's right.

			LION
	All right, I'll go in there for Dorothy --
	Wicked Witch or no Wicked Witch -- guards
	or no guards -- I'll tear 'em apart.
		(growls)
	I may not come out alive, but I'm going in
	there.  There's only one thing I want you
	fellows to do.

			SCARECROW AND TIN MAN
	What's that?

			LION
	Talk me out of it.

			TIN MAN
	No, you don't.

			SCARECROW
	Oh, no!

			LION
	No?  Now, wait a minute.

			TIN MAN
	You don't neither --

			SCARECROW
	Up!

			LION
	Now...

						LAP DISSOLVE TO:

CU -- Hour glass --

CS -- Int. Tower Room -- Dorothy sobbing against the Witch's throne -- she
cries out -- CAMERA PULLS back to right to enter the crystal -- Auntie
Em's image appears as she calls for Dorothy -- Dorothy reacts, looks into
the crystal -- Auntie Em fades out and the Witch fades in -- she mocks
Dorothy -- CAMERA TRUCKS forward to CU of Witch, then UP TO LEFT to
Dorothy as she draws away from the crystal -- sobs --

			DOROTHY
	I'm frightened, I'm frightened, Auntie Em
	-- I'm frightened!

			AUNTIE EM
	Dorothy -- Dorothy -- where are you?  It's
	me -- it's Auntie Em.  We're trying to find
	you.  Where are you?

			DOROTHY
	I -- I'm here in Oz, Auntie Em.  I'm locked
	up in the Witch's castle....and I'm trying
	to get home to you, Auntie Em!  Oh, Auntie
	Em, don't go away!  I'm frightened!  Come
	back!  Come back!

			WITCH
	Auntie Em -- Auntie Em -- come back!  I'll
	give you Auntie Em, my pretty!
		(laughs)

						LAP DISSOLVE TO:

MS -- Lion, Scarecrow and Tin Man and Lion moving along among the rocks --
they stop -- CAMERA STARTS forward --

CU -- Toto barks --

MCS -- Scarecrow quiets Toto -- then CAMERA PANS up over the Scarecrow,
Lion and Tin Man as three Winkie Guards appear over the rocks in b.g. --
CAMERA BOOMS back as they start forward toward the three, who are
whispering together --

			SCARECROW
	Sssh -- Toto -- be quiet -- (etc.)

MCS -- Scarecrow, Lion and Tin Man whispering together -- the Lion looks
around, sees the Winkies in back of them -- CAMERA BOOMS back as the Lion
tries to speak -- but is speechless with fright -- the Guards jump
forward, seize the three and they disappear behind the rocks -- legs and
arms seen as they fight --

CU -- Hour Glass --

MLS- Int. Tower Room -- Dorothy trying to open one of the doors -- CAMERA
TRUCKS forward --

MCS -- Tin Man, Scarecrow and Lion enter up from behind the rocks -- all
are dressed in Winkie Guard uniforms - they speak -

			SCARECROW
	Whew! That wasn't my plan - but something
	happened, didn't it?

			TIN MAN
	You put up a great fight, Lion.

			SCARECROW
	Yeah --

			TIN MAN
	I don't know what we'd have done without
	you.

			LION
	Hah. I - I must have bitten you a couple of
	times.

MLS -- Winkie Guards marching about in the Castle courtyard --

MCS -- Lion, Tin Man and Scarecrow watching from the rocks -- they speak --
come forward behind the rocks as the CAMERA TRUCKS back with them --

			SCARECROW
	Come on -- I've got another idea.

			LION
	Do -- do you think it'll be polite --
	dropping in like this?

			TIN MAN
	Come on -- come on.

LS -- The Winkies marching into the castle -- the Tin Man, Lion and
Scarecrow join the end of the line, the Lion in the rear -- as they march
toward the castle, the Lion has trouble keeping his tail under the uniform
-- CAMERA TRUCKS forward as they enter the castle, Toto following -- the
drawbridge is pulled up --

LS - Int. Entrance Hall of Castle - camera shooting down from high set-up
as the Winkies march into the hall - CAMERA BOOMS down on the file to
Scarecrow, the Tin Man, and the Lion, who are at the end of the file

CU - Hour Glass -

MCS - Int. Tower Room - Dorothy seated on steps near the crystal - she
sobs -

Int. Hallway -- LS -- The Lion, Scarecrow and Tin Man duck back into a
recess in the wall -- the rest of the Winkies continue on to exit --

			TIN MAN
	Where do we go now?

			LION
	Yeah.

CS -- Toto barking on steps -- he turns, starts up them

CS -- Lion, Tin Man and Scarecrow -- Scarecrow points o.s., speaks -- he
exits --

			SCARECROW
	There!

LS -- Toto runs up the stairs from the hall as the Lion, Scarecrow and Tin
Man run forward from b.g. and start up the stairs after Toto --

Upper Hallway -- LS -- Toto runs in from left -- CAMERA PANS right
slightly as he runs to door and starts to scratch at it -- the three
rescuers enter -- CAMERA TRUCKS forward as they speak --

			SCARECROW
	Wait!  We'd better make sure.  Dorothy, are
	you in there?

MS -- Int. Tower Room -- Dorothy standing by window -- she reacts to
hearing Lion o.s. -- CAMERA PANS, TRUCKS with her as she runs to the door
-- yells --

			LION o.s.
	It's us!

			DOROTHY
	Yes, it's me!  She's locked me in!

MCS - Dorothy at door - she speaks to the others o.s. -

			DOROTHY
	Oh, I knew you'd get here in time!

MCS -- Int. Hallway -- The Lion speaks to Scarecrow and Tin Man as they
move excitedly about --

			LION
	Listen, fellows.  It's her. We gotta get
	her out! Open this door!

CS - Int. Tower Room - Dorothy standing by door - she reacts as she hears
the three outside the door -

			LION o.s.
	Open the door! Open....

MCS - The three outside the door push about madly - then stop their
efforts at the door as the Scarecrow and Tie Man bawl out the Lion - he
pouts -

			LION
	...the door! Open the door! Open the door!
	Open the door! Open the door!

			TIN MAN
	Don't push!

			SCARECROW
	Stop pushing!

			LION
	Oh - I was only trying to help. Ohhh!

CS -- Int. Tower Room -- Dorothy at door -- she pleads to the three on the
outside -- looks o.s. to hour glass --

			DOROTHY
	Oh, hurry -- please hurry!

CU -- Hour Glass -- very little sand left in the top --

			DOROTHY o.s.
	The hour glass is almost emp-....

CS -- Dorothy at door -- She speaks to those on other side --

			DOROTHY
	...ty!

			TIN MAN o.s.
	Stand back!

MS - Int. Hallway - The Lion, Tin Man and Scarecrow remove their Winkie
outfits - Tin Man starts to chop in the door -

CS -- Int. Room -- Dorothy steps back from the door as it is chopped in --
CAMERA PANS right --

MS -- Int. Hallway -- The Tin Man chopping the door down

MCS -- Int. Room -- Dorothy anxiously watching -- she looks at the hour
glass o.s. --

CU -- Hour glass -- not much sand remaining --

MCS -- Dorothy reacts --

MLS - Int. Hallway - Scarecrow and Lion in f.g. watch as the Tin Man
breaks the door in -

MCS -- Int. Room -- Dorothy reacts, rushes to left -- CAMERA PANS --

MLS -- Int. Hallway -- Dorothy rushes out the door of room -- greets the
Tin Man, Lion, Scarecrow and Toto -- CAMERA TRUCKS forward -- they rush
out to left -- PAN left --

			DOROTHY
	Oh -- Oh -- Oh!  Toto -- Toto!

			LION
	Did they hurtcha?

			DOROTHY
	Lion, darling -- I knew you'd come!

			TIN MAN
	Dorothy!

			DOROTHY
	I knew you would!

			SCARECROW
	Hurry -- we've got no time to lose!

Int. Entrance Hall -- camera shooting up from side of stairs -- LS --
Dorothy, Lion, Tin Man, and Scarecrow enter at top of stairs -- CAMERA
PANS with them as they run down the stairs -- they rush toward the
entrance, but the huge doors swing shut in front of them --

MS -- The Four hammer at the door -- then react, turn and look up to right
f.g. as the Witch speaks o.s. -- CAMERA TRUCKS forward --

			DOROTHY
	Oh!

			WITCH o.s.
	Going so soon?  I wouldn't....

CS -- Witch and Nikko looking down from the top of stairs --

			WITCH
	...hear of it.  Why, my little par-....

MCS -- Scarecrow, Tin Man, Dorothy and the Lion by the door --

			WITCH o.s.
	...ty's just beginning!

MLS -- Witch and Nikko at top of stairs -- she laughs -- CAMERA PANS down
to reveal the Winkies rushing into the entrance hall --

MCS -- Scarecrow, Tin Man, Dorothy and Lion huddled by door -- the Lion
speaks --

			LION
	Trapped!  Trapped like mice -- er -- rats!

MLS - The Winkies advancing -

MCS - The Four huddled by door - Tin Man speaks to Lion, who tries to
roar -

			TIN MAN
	Go ahead - do something! Roar! Roar!

MCS - The Winkie Guards advance with a menacing roar -

MCS - The Four huddled against door - the Lion reacts, speaks -

			LION
	What good'll it do us?

ELS -- Shooting down from the top of the hall, past the Witch on landing
in f.g. to the Winkies advancing to the four huddled against the door --
the Winkies roar --

CS -- Witch and Nikko looking down from the top of stairs -- she yells
down to her Winkies --

			WITCH
	That's right. Don't hurt them right away.
	We'll let....

MCU - Dorothy backed against the door - Toto in her arms - tears flowing
down her cheeks -

			WITCH o.s.
	...them think about it a little, first!

MS -- The Winkies growl as they shove out their spears

CU -- Toto in Dorothy's arms -- he growls at the Winkies o.s. --

CU -- Scarecrow looks up o.s. --

			WITCH o.s.
	How does it feel....

MS -- What the Scarecrow sees:  CAMERA PANS up along the rope that holds
the huge candelabra up over the hall --

			WITCH o.s.
	...my little visitor?

CU -- Scarecrow looking about up o.s. -- CAMERA PANS, PULLS back as he
steps over to where the rope is fastened to the wall --

			WITCH o.s.
	Can you imagine what I'm going to do to you?

MCS -- The Witch picks up the hour glass -- hurls it down o.s. as she
laughs --

ELS -- Full shot of the entrance hall as the hour glass crashes to the
floor below -- bursts into a cloud of flame and smoke --

			LION o.s.
	Here we go, boys!

MCS- The Scarecrow seizes the Tin Man's axe and chops the candelabra rope
with it --

			DOROTHY
	Oh!

ELS -- High angle from above the candelabra as the huge chandelier crashes
down on the Winkies below --

			DOROTHY
	Oh!

CS -- The Witch screams down to her Winkies --

			WITCH
	Seize....

MLS -- Shooting past the Winkies in the f.g. as they struggle under the
candelabra to the Scarecrow, Lion, Tin Man and Dorothy as they run out of
hall -- CAMERA PANS left --

			WITCH o.s.
	...them!  Stop them, you fools!

MLS -- The Witch rushes forward down the stairs -- yells at her Winkies --
CAMERA PANS her down the stairs, then she leads the Winkies out of the
hall --

			WITCH
	They've gotten away! Stop them! Stop them!

Int. Corridor -- as the Witch and Winkies pass out of shot, Dorothy and
her friends peer out from behind a recess, then run back into the hall as
they exit left

LS - The four rush back into the hall - CAMERA TRUCKS back to left - they
look about - the Scarecrow speaks -

			SCARECROW
	It's no use trying the doors again! Which
	room is it?

MLS - The Winkies running back through the corridor -

MLS - Dorothy, Scarecrow, Lion, Tin Man react as they hear the Winkies
approaching - CAMERA PANS left as they start up the stairs -

			LION
	They're coming back!

			DOROTHY
	Ohhh!

			SCARECROW
	Oh - upstairs, quickly!

			TIN MAN
	Go on!

MLS -- The Witch comes running back into the hall -- her Winkies right
behind her -- she gives them orders -- the Guards separate --

			WITCH
	There they go!  Ah -- now we've got them!
	Half you go that way -- half you go that
	way!

ELS -- camera shooting up to the Lion, Tin Man and Scarecrow just
disappearing at the top of stairs --

			WITCH o.s.
	Hurry!  Hurry!  Go!

MLS - The Witch hits her Guards with her broomstick in an effort to speed
them up - CAMERA PANS left slightly as they rush up the stairs -

			WITCH
	Go! Go! (etc.)

ELS -- Ext. Battlements -- Scarecrow, Dorothy, Lion and Tin Man run down
the steps from the tower in the b.g. -- they run along the battlement to
exit left --

LS -- The Foursome running forward along battlement -- they stop -- yell --
then CAMERA BOOMS right with them as they run along toward second tower --
they stop, Dorothy screams --

			LION
	Where -- where do we go now?

			SCARECROW
	This way!  Come on!

ELS -- A Group of Winkies coming out of the tower at the head of steps in
b.g. -- they roar menacingly --

LS -- Scarecrow, Tin Man, Lion and Dorothy run along battlement to left as
CAMERA BOOMS with them --

LS -- The other group of Winkies appears in the other tower -- they mumble
-- charge forward --

LS -- One Group of Winkies charges down the steps in the f.g. as we see
the other group come forward along the battlement in b.g. -- CAMERA BOOMS
to left --

LS -- In. Hall -- Scarecrow, Dorothy, Tin Man and the Lion rush down the
hall to b.g. -- are confronted by Winkies -- Dorothy screams -- more
Winkies rush in from left f.g., trapping the four --

MCS -- The Four -- they react as they look o.s. to f.g. -- Dorothy screams
-- they turn, run back --

LS -- In. Tower -- The Four run to left as Winkies pour in from right --
to other Winkies enter from left -- Dorothy screams as they are captured --
CAMERA PANS right as they back up against the table in f.g. -- Winkies
surround them --

MLS -- The Witch enters in b.g. -- comes forward to her Winkies in f.g. --
CAMERA PULLS back as she comes up to Scarecrow, Dorothy and the Tin Man --
she speaks to them --

			WITCH
	Well -- ring around the rosy -- a pocket
	full of spears! Thought you'd be pretty
	foxy, didn't you? Well, I'm going to start
	in on you right here - one after the other!

CS -- Tin Man, Dorothy and Scarecrow -- Lion hiding behind the Tin Man --
all tremble with fear --

			WITCH o.s.
	And the last to go will see the first three
	go before her!  And your mangy little dog,
	too!

MCU -- Witch smiles as she looks up o.s. -- CAMERA PANS up as she holds
her broom up to the torch on wall --

CS -- The Four react with fear --

MCU -- The broomstick catches fire -- CAMERA PANS down to the Witch as she
lowers it -- speaks --

			WITCH
	How about a little fire, Scarecrow?

CS -- Lion, Tin Man, Dorothy and Scarecrow -- all react as the broom is
thrust into the scene and catches the Scarecrow's arm on fire -- he
shouts, Dorothy screams -- Dorothy picks up a bucket as the CAMERA PULLS
back, throws the water on Scarecrow --

			SCARECROW
	No -- No -- No -- No!

			DOROTHY
	Ohh!  OHH!  OHH!

			SCARECROW
	Help! I'm burning!  I'm burning!  I'm
	burning!  Help! Help! Help!

MS -- Dorothy throwing water at Scarecrow -- some of it hits the Witch in
the face -- Tin Man standing at left with the Lion --

			SCARECROW
	Help!

MCU -- The water hits the Witch in the face --

MS -- The Witch screams as the water hits her -- Tin Man, Lion, Dorothy
and Scarecrow look at her --

MLS -- The Lion, Tin Man, Dorothy and Scarecrow watch the Witch as she
screams and melts away -- camera shooting past Winkies in the f.g. -- the
Witch curses as she disappears, finally only her cloak and hat remain on
the floor -- her voice fades away --

			WITCH
	Ohhh -- you cursed brat!  Look what you've
	done!  I'm melting!  Melting!  Oh -- what a
	world -- what a world! Who would have
	thought a good little girl like you could
	destroy my beautiful wickedness!?  Ohhh!
	Look out!  Look out!  I'm going.  Ohhhh!
	Ohhhhhh....

CS -- Lion, Tin Man, Dorothy and Scarecrow looking down o.s. amazed --

CS -- Shooting down to the Witch's cloak and hat smoldering on the floor --
Toto enters from left and sniffs at them -- CAMERA PULLS back slightly as
Nikko enters, growls --

CS -- Leader of Winkies speaks to the Four o.s. in f.g. -- other Winkies
in b.g. --

			LEADER
	She's....she's....dead!  You've killed her!

CS -- Lion, Tin Man, Dorothy and Scarecrow react -- Dorothy speaks, points
to the Scarecrow --

			DOROTHY
	I -- I didn't mean to kill her....really I
	didn't! It's...it's just that he was on
	fire!

MLS -- The Four standing in front of the Winkies -- the Leader turns to
the others and speaks -- the Winkies kneel as they hail Dorothy --

			LEADER
	Hail to Dorothy!  The Wicked Witch is dead!

			WINKIES
	Hail!  Hail to Dorothy -- The Wicked Witch
	is dead!

CS - Dorothy, with Tin Man, Lion and Scarecrow in back of her - she
speaks -

			DOROTHY
	You mean, you're...you're all happy about
	it?

CS - The Leader raises up his head - speaks to Dorothy o.s. in f.g. -
other Winkies in back of him -

			LEADER
	Very happy - now she won't be able to hit
	us with a broom....

CS - Dorothy, with Lion, Tin Man and Scarecrow in back of her - Dorothy
turns to the Tin Man -

			LEADER o.s.
	...anymore!

			DOROTHY
	The broom!

MLS -- The Leader gives the broom to Dorothy as the Scarecrow, Lion and
Tin Man react with joy -- CAMERA TRUCKS forward as Dorothy speaks to them
-- the Winkies speak -- they sing - Dorothy and her friends dance about,
then exit out to b.g. -

			DOROTHY
	May we have it?

			LEADER
	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!

			LEADER
	The Wicked Witch is dead!

			ALL
	The Wicked Witch is dead! The Wicked Witch
	  is dead!
	Hail - Hail - the Witch is dead.
	Which old Witch? - the Wicked Witch.
	Hail - Hail - the Wicked Witch is dead.
	Hail - Hail - the Witch is dead
	Which old Witch? - the Wicked Witch....

						LAP DISSOLVE TO:

ELS - In Emerald City - Streets are thronged with people - the procession
enters from b.g., led by a band -

			ALL
		(sing)
	Hail - hail - the Wicked Witch is dead!

MLS - The Band marching along the crowded streets - they turn, exit out to
left f.g. -

			ALL
		(sing)
	Ding Dong! The Witch is dead.
	Which old Witch?
	The Wicked Witch!
	Ding Dong! The Wicked Witch is dead!

ELS - The Procession comes forward through the crowded streets -
surrounded by flower girls are Dorothy, the Tin Man, Lion and Scarecrow -
the Scarecrow is carrying the Witch's broomstick -

			ALL
		(sing)
	Wake up, you sleepy head
	Rub your eyes
	Get out of bed
	Wake up, the Wicked Witch is dead!

MS - CAMERA TRUCKS back with the Tin Man, Lion, Dorothy and the Scarecrow
as they come forward through the singing crowds - they wave, smile, etc. -

			ALL
		(sing)
	She's gone where the Goblins go
	Below -- below -- below!
	Yo ho, let's open....

LS - The Procession passes girls lined up in front of the palace - the
four pass along in front of them at left - all wave greetings -

			ALL
		(sing)
	...up and sing
	And ring the bells out.
	Ding Dong! The merry-oh
	Sing it high
	Sing it....

ELS - Full shot of the area in front of Palace - the Procession files
around in it to the right -

			ALL
		(sing)
	...low.
	Let them know
	The Wicked Witch is dead!
	Ding Dong! The Witch is dead.
	Which old....

ELS - CAMERA BOOMS back to left with the Procession as it comes forward -

			ALL
		(sing)
	...witch?
	The Wicked Witch
	Ding Dong! The Wicked Witch is dead!

ELS - CAMERA PANS right with the Procession as it marches toward the
palace - CAMERA BOOMS around to one of the huge crystals as the Tin Man,
Dorothy, Scarecrow and Lion enter through the palace gates -

			ALL
		(sing)
	Wake up, you sleepy head.
	Rub your eyes -
	Get out of bed.
	Wake up, the Wicked Witch is dead.
	She's gone where the Goblins go -
	Below - below - below.
	No ho, let's open up and sing
	And ring the bells out.
	Ding Dong! The merry-oh
	Sing it high --

						LAP DISSOLVE TO:

Int. Throne room -- LS -- Throne -- Oz's voice booms out as the CAMERA
PULLS back to reveal the Scarecrow, Dorothy, Lion and Tin Man standing in
front of it --

			OZ'S VOICE
	Can I believe my eyes?  Why....

MLS -- The Four trembling with fear -- CAMERA PULLS back as Dorothy comes
forward with the broomstick and places it on the steps to throne -- she
speaks --

			OZ'S VOICE
	...have you come back?

			DOROTHY
	Please, sir.  We've done what you told us.
	We've brought you the broomstick of the
	Wicked Witch of the West.  We melted her.

			OZ'S VOICE
	Oh ....

MLS -- Throne --

			OZ'S VOICE
	...you liquidated her, eh?  Very....

MS -- Dorothy smiling, with the Tin Man, Lion and the Scarecrow in back of
her also looking pleased -- she speaks -- they react as Oz speaks --

			OZ'S VOICE
	...resourceful!

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

			OZ'S VOICE
	Not so fast!  Not....

MLS -- Throne --

			OZ'S VOICE
	...so fast!  I'll have to give the matter a
	little thought.  Go away and come back
	tomorrow!

MS -- Dorothy, with her three friends behind her -- she reacts, speaks --
the Tin Man and the Lion put in a word for her --

			DOROTHY
	Tomorrow?  Oh, but I want to go home now.

			TIN MAN
	You've had plenty of time already!

			LION
	Yeah!

MLS -- Throne --

			OZ'S VOICE
	Do not arouse the wrath....

MCU -- Toto at Dorothy's feet -- CAMERA PANS right with him as he runs to
a curtain that hangs near the throne steps --

			OZ'S VOICE
	...of the Great and Powerful Oz!  I said --
	come back tomorrow!

MS -- The Four -- Dorothy speaks as she looks o.s. to right f.g. -- CAMERA
PULLS back to right to enter the curtain where Toto ran in the b.g. -- it
shakes as Toto starts to pull it back --

			DOROTHY
	If you were really great and powerful,
	you'd keep your promises!

			OZ'S VOICE
	Do you presume to criticize the....

MLS -- Toto pulls back the curtain to reveal the Wizard at the controls of
the throne apparatus -- his back to the camera

			OZ'S VOICE
	...Great Oz?  You ungrateful creatures!

MLS -- The Four react with fear -- Scarecrow looks o.s. to right -- points
for Dorothy --

			OZ'S VOICE
	Think yourselves lucky that I'm....

LS -- Shooting past the Four at left to the Wizard at the controls of the
throne apparatus -- the Four react as they see him after Dorothy calls
their attention to him --

			OZ'S VOICE
	...giving you audience tomorrow, instead
	of....

MS -- The Wizard at the controls -- his back to camera -- he speaks into
the microphone -- he turns, looks o.s. to f.g. and sees that the curtain
is gone -- reacts and turns back to the controls --

			OZ'S VOICE
	...twenty years from now.  Oh -- oh  oh!
	The Great Oz has spoken!  Oh -- Oh ---....

LS -- Shooting past the Four at left to the Wizard as he pulls back the
curtain --

			OZ'S VOICE
	... Oh .... Oh ....

MS - The Wizard peers out from behind the curtain -

MS - Tin Man, Lion, Dorothy and Scarecrow react as they look at the Wizard
o.s. to right - Dorothy speaks

			DOROTHY
	Who are you?

MCU - The Wizard peering out from curtain - he ducks back out of sight and
his voice booms out again -

			OZ'S VOICE
	Oh - I - Pay no....

LS -- Shooting past the Four at left to the Curtain in b.g. -- Dorothy
goes over to it and starts to pull it aside --

			OZ'S VOICE
	...attention to that man behind the curtain.
	Go - before I lose my temper! The Great and
	Powerful ---....

MCS -- Dorothy pulls back the curtain to reveal the Wizard at the controls
-- he reacts as he sees Dorothy -- Dorothy questions him -- the Wizard
starts to speak into the microphone -- then turns weakly back to Dorothy --
CAMERA PULLS back slightly as the Lion, Scarecrow and Tin Man enter and
stand behind Dorothy --

			OZ'S VOICE
	... -- Oz -- has spoken!

			DOROTHY
	Who are you?

			OZ'S VOICE
	Well, I -- I -- I am the Great and Powerful
	-- Wizard of Oz.

			DOROTHY
	You are?

			WIZARD
	Uhhhh -- yes...

			DOROTHY
	I don't believe you!

			WIZARD
	No, I'm afraid it's true. There's no other
	Wizard except me.

MCS -- Dorothy and her three friends react -- Camera shooting past the
Wizard at left -- the Scarecrow and Lion speak angrily --

			SCARECROW
	You humbug!

			LION
	Yeah!

CS -- Wizard -- shooting past Dorothy, the Lion and Scarecrow -- the
Wizard speaks --

			WIZARD
	Yes-s-s -- that...that's exactly so.  I'm
	a humbug!

			DOROTHY
	Oh ....

MCU -- Dorothy -- Tin Man and Scarecrow behind her --

			DOROTHY
	...you're a very bad man!

MCU -- The Wizard reacts, speaks humbly --

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

MCU - Scarecrow and Dorothy - Scarecrow threatens the Wizard o.s. -

			SCARECROW
	You'd better be good enough to send Dorothy
	back to Kansas!

CS - Wizard - shooting past Lion, Dorothy and Scarecrow in f.g. -

			WIZARD
	Uh - now, please don't be angry with me.
	I'll - I'll do anything you say, only...
	only if you don't shout at me. It makes me
	nervous!

			SCARECROW
	It makes you nervous?

			WIZARD
	Yes.

MCS -- Tin Man, Scarecrow, Dorothy and Lion -- shooting past the Wizard in
left f.g.

			SCARECROW
	What about us?

			WIZARD
	Well, I --

			SCARECROW
	What about the heart that you promised Tin
	Man --?

			WIZARD
	Well, I --

			SCARECROW
	-- And the courage that you promised
	Cowardly Lion?

			WIZARD
	Well, I --

			TIN MAN AND LION
	And Scarecrow's brain?

CS - Wizard - shooting past Lion, Dorothy and Scarecrow in f.g. -

			WIZARD
	Well,  I-- but you've got them. You've had
	them all the...

MCS- Tin Man, Scarecrow, Dorothy and Lion - shooting past the Wizard in
left f.g. - the four react, speak together - the Scarecrow moves around to
the Wizard -

			WIZARD
	...time!

			ALL TOGETHER
	Oh, no we haven't!

			TIN MAN
	You don't get around us that easy!

			LION
	Not nohow!

			WIZARD
	Well --

			SCARECROW
	You promised us real things -- a real...

CS - Wizard - shooting past the Scarecrow at right - the Wizard reacts to
their demands - starts to speak -

			SCARECROW
	...brain!

			TIN MAN o.s.
	A real heart!

			LION
	Real courage. That's what we want.

			WIZARD
	You do? boys, you're aiming low. You not
	only surprise, but you grieve me.

MS -- The Wizard speaks to Tin Man, Dorothy, Lion and the Scarecrow -- the
Wizard becomes eloquent -- steps closer to the Scarecrow --

			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!

MCU -- Wizard -- shooting past the Scarecrow at right --

			WIZARD
	From the rock-bound coast of Maine to the
	Sun.... oh - oh, no -- -- ah - Well, be
	that as it may. 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!

MS -- The Wizard reaches back and obtains several diplomas -- selecting
one and presents it to the Scarecrow as Dorothy, Tin Man and the Lion look
on --

			WIZARD
	Therefore, by virtue of the authority
	vested in me by the Universitatus
	Committeeatum e plurbis unum, I hereby
	confer upon you the honorary degree of Th.D.

			SCARECROW
	Th.D.?

MCU -- Wizard -- shooting past the Scarecrow at right --

			WIZARD
	Yeah -- that...that's Dr. of Thinkology!

CU -- The Scarecrow recites the Pythagoras Theorem -- reacts with joy --

			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!

MCS -- Wizard, Scarecrow, Dorothy, Tin Man and Lion -- the Scarecrow
thanks the Wizard -- Wizard takes the Lion and leads him forward -- CAMERA
TRUCKS back and PANS right -- the others follow -- the Wizard pauses on
the throne steps -- opens a door and takes out a black bag -- takes a
medal from the bag --

			SCARECROW
	How can I ever thank you enough?

			WIZARD
	Well, you can't.  As for you, my fine
	friend -- you're a victim 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.  Once a year, they take their
	fortitude out of mothballs and parade it
	down the main street of the city.  And they
	have no more courage than you have.  But!
	They have one thing that you haven't got!
	A medal!  Therefore -- for meritorious....

MCU -- Lion -- shooting past the Wizard in the f.g. as he presents the
medal to the beaming Lion --

			WIZARD
	...conduct, extraordinary valor, conspicuous
	bravery against wicked witches, I award you
	the Triple Cross.

MS -- Scarecrow, Tin Man and Dorothy watching as the Wizard presents the
medal to the Lion --

			WIZARD
	You are now a member of the Legion of
	Courage!

MCU -- The Wizard leans forward and kisses the Lion -- the Lion reacts,
speaks --

			LION
	Oh -- Oh -- shucks, folks, I'm speechless!

MS -- Dorothy, Tin Man, Scarecrow watch the Lion as he beams with joy over
his new medal -- the Wizard turns to the Tin Man -- speaks to him --

			WIZARD
	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. I could have been a world
	figure, a power among men, a - a successful
	wizard, had I not been obstructed by a heart.

			TIN MAN
	But I still want one.

			WIZARD
	Yes -- ....

MCU -- Wizard -- shooting past the Tin Man in left f.g.

			WIZARD
	...back where I come from there are men who
	do nothing all day but good deeds.  They
	are called phil...er -- er -- phil -- er,
	yes...good-deed-doers.  And their hearts
	are no bigger than yours.  But!  They have
	one thing you haven't got!  A testimonial!

MCS -- The Tin Man waits as the Wizard bends down and gets a heart-shaped
watch from his black bag -- CAMERA TRUCKS forward slightly as he presents
it to the Tin Man as Dorothy, Lion and Scarecrow look on --

			WIZARD
	Therefore, in consideration of your
	kindness, I take pleasure at this time in
	presenting you with a small token of our
	esteem and affection.  And remember, my
	sentimental friend....

MCU -- Wizard -- shooting past the Tin Man in left f.g.

			WIZARD
	...that a heart is not judged by how much
	you love, but by how much you are loved by
	others.

CS -- Tin Man -- shooting past the Wizard in right -- Dorothy standing at
left -- the Tin Man listens to his watch, then holds it up to Dorothy's
ear --

			TIN MAN
	Ahh --- Oh, it ticks!  Listen!

			DOROTHY
	Yes...!

MS -- Scarecrow, Lion, Dorothy react as the Tin Man shows them the watch --
the Wizard smiles as he watches them -- Lion points to his medal --

			DOROTHY
	...yes.

			TIN MAN
	Look -- it ticks!

			LION
	Read...read what my medal says.

INSERT -- CU of the Medal on the Lion's chest -- reads COURAGE --

			LION
	Courage!...

MS -- Int. Throne Room -- Scarecrow, Dorothy, The Wizard and Tin Man
admire the Lion's medal -- then they ask about Dorothy's request --

			LION
	...Ain't it the truth!  Ain't it the truth!

			DOROTHY
	Oh -- oh -- they're all wonderful.

			SCARECROW
	Hey -- what about Dorothy?

			TIN MAN
	Yes -- how about Dorothy?

			LION
	Yeah.

			WIZARD
	Ah --

			LION
	Dorothy next!

			WIZARD
	Yes. Dorothy -- ah -- Dor --

CU -- Dorothy --

			DOROTHY
	Oh, I don't think there's anything in that
	black bag for me.

MCU - The Wizard protests - mumbles as he starts to look into the bag -

			WIZARD
	Well, no - no -- on the contrary, on
	the ---- ....

MS -- The Wizard rummages through the bag as Dorothy and the others look
on -- he finds nothing, so he speaks encouragingly of what he'll do -
CAMERA TRUCKS forward slightly -

			WIZARD
	...I -- ah -- on the contr -- -- Here --
	Well, you force me into a cataclysmic
	decision.  The only way to get Dorothy back
	to Kansas is for me to take her there myself!

CU -- Dorothy reacts, speaks --

			DOROTHY
	Oh, will you?  Could you? Oh -- but are you
	a clever enough Wizard....

MCU -- The Wizard --

			DOROTHY o.s.
	...to manage it?

			WIZARD
	Child -- you cut me to the quick! I'm an
	old Kansas man myself...born and....

CU -- Dorothy is pleased -- looks about at the others --

			WIZARD o.s.
	...bred in the heart of the western
	wilderness -- Premier balloonist par....

MS -- Scarecrow, Dorothy, Lion and Tin Man listening to the Wizard --

			WIZARD
	...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 balloon failed to return to the fair.

			LION
	It did?

MCU - The Wizard -

			WIZARD
	Yes. There was I, floating through space --
	a man without a continent!

CU -- Dorothy --

			DOROTHY
	Weren't you frightened?

MS -- Scarecrow, Dorothy, Wizard, Tin Man and Lion on the steps near the
throne -- the Wizard speaks as they come forward -- CAMERA PULLS back to
left as they come forward to door -- they pause -- then again come forward
to the doorway -- all react to the Wizard's announcement --

			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 de Luxe!

			DOROTHY
	Ohhh!

			WIZARD
	Times being what they were, I accepted the
	job, -- retaining my balloon against the
	advent of a quick get-away.
		(laughs)
	And in that balloon, my dear Dorothy, you
	and I will return to the land of E Pluribus
	Unum!

						LAP DISSOLVE TO:

Ext. Public Square, Emerald City -- LS -- The Wizard and Dorothy in the
basket of balloon -- Tin Man, Scarecrow and Lion standing on platform with
them -- people of Oz grouped about them -- the Wizard speaks to them as
the CAMERA MOVES forward -- the people cheer --

			WIZARD
	Good people of Oz, this is positively the
	finest exhibition ever to be shown --
		(stammers)
	-- yes -- well -- be that as it may -- I,
	your Wizard par ardua ad alta, am about to
	embark upon a hazardous and technically
	unexplainable journey into the outer
	stratosphere.

MCS -- Wizard and Dorothy in the basket -- the Wizard speaks to the crowd
o.s. -- CAMERA PANS to left to enter the Tin Man and Scarecrow, then PANS
right as the Wizard points to the Lion --

			WIZARD
	To confer, converse, and otherwise hob-nob
	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! And - ah - well, that's all.

CU -- Toto in Dorothy's arms -- he barks at something o.s. -- People cheer
o.s.

			WIZARD o.s.
	Thank you.

MCU -- Oz woman with a cat in her arms --

MCU -- Toto barking in Dorothy's arms --

MCS -- Dorothy in basket of balloon -- Toto jumps from her arms -- she
reacts, starts to climb out --

MLS -- Tin Man, Scarecrow and Lion on platform -- Wizard in the basket of
balloon -- Dorothy climbs out -- yells

			DOROTHY
	Oh, come back here!  Toto!

MCS -- Dorothy by the side of the basket -- she speaks to the Wizard, then
runs down from the platform -- Lion and Scarecrow seen --

			DOROTHY
	Come back! Oh, don't go without me! I'll be
	right back!  Toto!

MLS -- Wizard on balloon platform -- Scarecrow, Lion and Tin Man standing
by -- The Wizard protests as the balloon starts to rise --

			TIN MAN
	Stop that dog!

			WIZARD
	This is a highly irregular procedure! This
	is absolutely unprecedented!

			TIN MAN
	Oh!  Help me! The balloon's going up!

ELS -- The Wizard rises slowly in the basket of balloon as the Oz people
watch -- Scarecrow and Tin Man try to hold the balloon down -- Dorothy
runs up on the platform, the Lion following -- she yells to the Wizard --
he shouts back -- the Oz people wave goodbye -- the balloon exits to left
f.g. --

			WIZARD
	-- Ruined my exit!

			TIN MAN
	Help!

			DOROTHY
	Oh!  Come back!  Don't go without me!
	Please come back!

			WIZARD
	I can't come back!  I don't know how it
	works!

			DOROTHY
	Oh --

			WIZARD
	Goodbye, folks!

			OZ PEOPLE
	Goodbye!  Goodbye!

MCS -- Tin Man, Scarecrow and Lion grouped about Dorothy -- she speaks --
they ask her to stay with them -- then the Scarecrow reacts, points up
o.s. --

			DOROTHY
	Oh, now I'll never get home!

			LION
	Stay with us, then, Dorothy.  We all love
	you.  We don't want you to go.

			DOROTHY
	Oh, 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.  Oh, Scarecrow, what am I going to
	do?

			SCARECROW
	Look -- here's someone who can help you!

MS -- A group of Oz men react as they look up o.s. -- they bow out of the
scene -- suddenly Glinda appears in the scene -- CAMERA TRUCKS back to
left over heads of the bowing Oz people as she moves down the steps and up
onto the platform to Dorothy, Tin Man, Lion and Scarecrow --

CS -- Dorothy, Glinda and Scarecrow on the platform -- Dorothy speaks with
Glinda -- CAMERA PULLS back to enter Tin Man and Lion -- Tin Man speaks --

			DOROTHY
	Oh, will you help me?  Can you help me?

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

			DOROTHY
	I have?

			SCARECROW
	Then why didn't you tell her before?

			GLINDA
	Because she wouldn't have believed me. She
	had to learn it for herself.

			TIN MAN
	What have you learned, Dorothy?

MCU -- Dorothy -- Lion behind her -- she speaks --

			DOROTHY
	Well, I -- I think that it -- that it
	wasn't enough 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?

MCS -- Tin Man, Dorothy, Glinda, Scarecrow and Lion on platform -- they
speak -- Glinda points down to Dorothy's slippers --

			GLINDA
	That's all it is!

			SCARECROW
	But that's so easy!  I should have thought
	of it for you.

			TIN MAN
	I should have felt it in my heart.

			GLINDA
	No.  She had to find it out for herself.
	Now, those magic slippers will take you
	home in two seconds!

			DOROTHY
	Oh....

CS -- Dorothy and Glinda -- Scarecrow in b.g. -- Dorothy reacts, speaks --
turns about -- begins to cry as she realizes she will lose her three
friends -- CAMERA PANS her left to Tin Man -- she wipes his tears away --
gives him his oil can and then kisses him -- then CAMERA TRUCKS forward
slightly as she says goodbye to the Lion -- PANS right slightly as she
turns to the Scarecrow -- hugs him -- then steps back to Glinda as CAMERA
PANS slightly --

			DOROTHY
	...Toto, too?

			GLINDA
	Toto, too.

			DOROTHY
	Oh, now?

			GLINDA
	Whenever you wish.

			DOROTHY
	Oh, dear -- that's too wonderful to be true!
	Oh, it's -- it's going to be so hard to say
	goodbye.  I love you all, too.  Goodbye, Tin
	Man.  Oh, don't cry.  You'll rust so
	dreadfully.  Here -- here's your oil-can.
	Goodbye.

			TIN MAN
	Now I know I've got a heart -- 'cause it's
	breaking.

			DOROTHY
	Oh --  Goodbye, Lion.  You know, I know it
	isn't right, but I'm going to miss the way
	you used to holler for help before you found
	your courage.

			LION
	Well -- I would never've found it if it
	hadn't been for you.

			DOROTHY
	I think I'll miss you most of all.

			GLINDA
	Are you ready now?

			DOROTHY
	Yes.  Say goodbye, Toto.

MS -- Dorothy waves Toto's paw at the Tin Man, Lion and Scarecrow -- then
speaks to Glinda -- Glinda instructs her --

			DOROTHY
	Yes, I'm ready now.

			GLINDA
	Then close your eyes, and tap your heels
	together three times.

MCU -- Dorothy's heels as she clicks them together three times --

MCU -- Dorothy and Glinda -- Glinda instructs her -- waves her wand --
Dorothy closes her eyes -- CAMERA TRUCKS in to a big CU of Dorothy -- she
speaks -- the scene darkens behind her --

			GLINDA
	And think to yourself -- "There's no place
	like home; 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.

						LAP DISSOLVE TO:

ELS - The Munchkins waving goodbye from the gates of the Munchkin Village -

			DOROTHY o.s.
	There's no place like...

CS - The Witch laughing -

			DOROTHY o.s.
	...home. There's no place....

MCS - The Wizard at the control panel in the Throne Room - he turns, looks
o.s. to f.g. - reacts - pulls the curtain -

			DOROTHY o.s.
	...like home. There's no place like home.

MS - Glinda leading the Munchkins in a dance - Munchkins in the b.g. -

			DOROTHY o.s.
	There's no place like home.

MCU - Lion growling -

MS - The Tin Man breaking in the door of the Witch's Tower Room -

			DOROTHY o.s.
	There's no place like home.

MS - Hickory's Wind Machine on the Gale farm -

			DOROTHY o.s.
	There's no place like home.

CS - Horse looking out from stall -

CS - Cow - CAMERA PANS slightly -

MCS - Chickens moving about -

CS - Auntie Em offers forward a plate of crullers -

						LAP DISSOLVE TO:

CU -- Dorothy lying on pillow -- she mumbles -- Aunt Em's hands enter --
put cloth on Dorothy's head --

			DOROTHY
		(mumbling)
	-- there's no place like home -- there's no
	place like home --

			AUNT EM o.s.
	Dorothy - Dorothy! It's me -- Aunt Em.

CS -- Dorothy lying on bed -- mumbling -- she opens her eyes -- looks
around room -- CAMERA TRUCKS back showing Aunt Em seated on edge of bed --
Uncle Henry standing by -- Professor Marvel enters at window -- speaks --
Dorothy reacts -- looks at him --

			AUNT EM o.s.
	Wake up, honey.

			DOROTHY
	-- no place like home -- there's no place
	like home -- no place --

			AUNT EM
	Dorothy.  Dorothy, dear. It's Aunt Em,
	darling.

			DOROTHY
	Oh, Auntie Em -- it's you!

			AUNT EM
	Yes, darling.

			PROFESSOR MARVEL
	Hello, there!  Anybody home?  I -- I just
	dropped by because I heard the little girl
	got caught in the big -- Well....

MCU -- Dorothy -- Camera shooting down past Aunt Em at right --

			PROFESSOR MARVEL o.s.
	...she seems all right now.

			UNCLE HENRY o.s.
	Yeah.

MS -- Dorothy lying in bed -- Aunt Em seated by her -- Uncle Henry
standing by -- Professor at window -- Dorothy raises up on her elbow --
speaks -- Aunt Em puts her back on pillow -- then rises and exits -- Hunk
-- Hickory and Zeke enter -- kneel beside bed -- CAMERA TRUCKS forward --
they speak to Dorothy -- CAMERA PULLS back as Zeke and others exit right --
Aunt Em re-enters -- sits by Dorothy -- holds her head(hand) -- CAMERA
TRUCKS back -- Zeke and others standing at right --

			UNCLE HENRY
	She got quite a bump on the head -- we kinda
	thought there for a minute she was going to
	leave us.

			PROFESSOR
	Oh --

			DOROTHY
	But I did leave you, Uncle Henry -- that's
	just the trouble.  And I tried to get back
	for days and days.

			AUNT EM
	There, there, lie quiet now.  You just had
	a bad dream.

			DOROTHY
	No --

			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.
	And you -- and you -- and you -- and you were
	there.

			PROFESSOR
	Oh --
		(others laugh)

			DOROTHY
	But you couldn't have been, could you?

			AUNT EM
	Oh, 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....

MCU -- Dorothy -- Camera shooting down past Aunt Em --

			DOROTHY
	...but most of it was beautiful.  But just
	the same, all I kept saying to everybody
	was, I want to go home. And they sent me
	home.

MLS -- Dorothy lying in bed -- Aunt Em sitting by her -- Professor at
window -- Uncle Henry -- Zeke -- Hunk and Hickory standing by -- they
laugh -- Toto jumps up on to bed -- Dorothy takes Toto in her arms --

			DOROTHY
	Doesn't anybody believe me?

			UNCLE HENRY
	Of course we believe you, Dorothy.

			DOROTHY
	Oh, but anyway, Toto, we're home!

MCU -- Dorothy holding Toto in her arms -- Camera shooting past Aunt Em at
right f.g. --  Dorothy looks around room -- speaks -- tears come to her
eyes -- Aunt Em rises -- puts her arm around Dorothy -

			DOROTHY
	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!

							FADE OUT:

FADE IN -- THE END -- FADE OUT


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