                                                            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
