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	1.



	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 --
	2.


	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.
	3.


	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
	4.


	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.


	1 INT. BARN 1

	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.
	5.


	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.
	6.


	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?
	7.


	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
	8.


	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....
	9.


	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!
	10.


	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
	11.


	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
	12.


	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:


	2 INT. DOROTHY'S ROOM 2

	Dorothy sitting on floor by bed -- crying --
	13.


	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 Read Your PAST - PRESENT and FUTURE Crystal IN HIS

	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
	14.


	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.
	15.


	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
	16.


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


	3 INT. WAGON 3

	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
	17.


	...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?
	18.


	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
	19.


	...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
	20.


	...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.
	21.


	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 --
	22.


	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 --
	23.


	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 --
	24.


	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 --


	4 INT. FARM HOUSE 4

	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 --
	25.


	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?
	26.


	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.
	27.


	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...
	28.


	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....
	29.


	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)
	30.


	...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
	31.


	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)
	32.


	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
	33.


	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 --


	5 EXT. CIVIC CENTER OF MUNCHKIN VILLAGE 5
	34.


	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!
	35.


	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!
	36.


	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)
	37.


	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
	38.


	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?
	39.


	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 --
	40.


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

	LAP DISSOLVE TO:


	6 EXT. CROSS ROADS OF YELLOW BRICK ROAD 6

	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 --
	41.


	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.
	42.


	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 --
	43.


	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....
	44.


	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.
	45.


	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?
	46.


	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
	47.


	(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
	48.


	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)
	49.


	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.


	7 EXT. YELLOW BRICK ROAD 7

	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
	50.


	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
	51.


	(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. --
	52.


	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....
	53.


	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 --
	54.


	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
	55.


	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
	56.


	...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)
	57.


	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 --
	58.


	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
	59.


	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?
	60.


	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
	61.


	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.
	62.


	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
	63.


	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!
	64.


	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 --
	65.


	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?
	66.


	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 --
	67.


	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.
	68.


	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.
	69.


	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 --
	70.


	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 --
	71.


	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!
	72.


	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
	73.


	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.
	74.


	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!
	75.


	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
	76.


	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
	77.


	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
	78.


	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?
	79.


	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
	80.


	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!
	81.


	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....
	82.


	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)
	83.


	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
	84.


	(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?
	85.


	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.
	86.


	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 -
	87.


	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
	88.


	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
	89.


	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)
	90.


	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?
	91.


	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!?
	92.


	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
	93.


	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.


	8 INT. CORRIDOR 8

	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.
	94.


	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.
	95.


	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?
	96.


	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
	97.


	...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 --
	98.


	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.
	99.


	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 --
	100.


	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 --
	101.


	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 --
	102.


	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)
	103.


	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)
	104.


	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
	105.


	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!
	106.


	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 --
	107.


	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
	108.


	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
	109.


	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!
	110.


	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 thing 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. --
	111.


	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 --
	112.


	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 --
	113.


	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 -
	114.


	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 --
	115.


	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!
	116.


	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. --
	117.


	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.
	118.


	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 --
	119.


	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 --
	120.


	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!
	121.


	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 -
	122.


	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?
	123.


	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!
	124.


	Int. Corridor s 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.)
	125.


	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
	126.


	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 --
	127.


	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
	128.


	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
	129.


	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
	130.


	(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:


	9 INT. THRONE ROOM 9

	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 --
	131.


	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!
	132.


	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
	133.


	...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?
	134.


	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
	135.


	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!
	136.


	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
	137.


	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
	138.


	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
	139.


	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
	140.


	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!
	141.


	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 --
	142.


	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)
	143.


	And in that balloon, my dear
	Dorothy, you and I will return to
	the land of E Pluribus Unum!

	LAP DISSOLVE TO:


	10 EXT. PUBLIC SQUARE, EMERALD CITY 10

	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 --
	144.


	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
	145.


	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.
	146.


	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....
	147.


	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.
	148.


	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.
	149.


	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.
	150.


	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
	151.


	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.
	152.


	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