The Wizard Of Oz -- Movie Script

** DISCLAIMER & CREDITS **

This script was transcribed by Paul Rudoff

script copyright 1939 Metro-Goldwyn-Meyer.
All rights reserved.

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Wendy's Wizard Of Oz
http://wendyswizardofoz.com

                      The Wizard Of Oz

                             by
                        Noel Langley
                      Florence Ryerson
                   and Edgar Allen Woolf

                 Cutting Continuity Script
                 Taken From Printer's Dupe
                Last revised March 15, 1939


FADE IN -- Title:

For nearly forty years this story has given faithful service to the Young
in Heart; and Time has been powerless to put its kindly philosophy out of
fashion.

To those of you who have been faithful to it in return

...and to the Young in Heart --- we dedicate this picture.

								FADE OUT:

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

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

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

				DOROTHY
		Aunt Em!  Aunt Em!

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

				DOROTHY
		Aunt Em!

				AUNT EM
		Fifty-seven, fifty-eight --

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

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

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

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

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

				AUNT EM
		Seventy --  Dorothy, please!

				DOROTHY
		Oh, but he doesn't do it every day -- just
		once or twice a week.  And he can't catch
		her old cat, anyway. And now she says she's
		gonna get the sheriff, and --

				AUNT EM
		Dorothy!  Dorothy!  We're busy!

				DOROTHY
		Oh -- all right.

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

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

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

				UNCLE HENRY
		Yes.

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

				UNCLE HENRY
		Yes.

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

				ZEKE
		How's she coming?

				HUNK
		Take it easy.

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

				HUNK
		Ow!  You got my finger!

CS -- Zeke and Hickory holding wagon bed --

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

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

				HICKORY
		Come on - come on - over this way.

				ZEKE
		Okay.

				HICKORY
		There you are.

				HUNK
		Right on my finger!

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

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

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

				HUNK
		Now lookit, Dorothy, you ain't using your
		head about Miss Gulch.  Think you didn't
		have any brains at all.

				DOROTHY
		I have so got brains.

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

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

				HUNK
		Well, your head ain't made of straw, you know.

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

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

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

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

				DOROTHY
		This?

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

				DOROTHY
		Oh!

				HICKORY
		Who did it? Now wait a minute.

				DOROTHY
		Hickory!

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

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

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

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

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

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

				DOROTHY
		I'm not afraid of her.

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

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

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

				DOROTHY
		Oh!

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

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

				HICKORY
		Are you all right, Dorothy?

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

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

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

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

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

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

				HICKORY
		Well, Dorothy was walking along the --

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

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

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

				HUNK
		Gosh, Mrs. Gale.

				AUNT EM
		Just fried.

				HICKORY
		Thanks.

				HUNK
		Swell.

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

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

				ZEKE
		Yes'am.

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

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

				DOROTHY
		No --

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

MCU -- Dorothy reacts -- speaks --

				DOROTHY
		Some place where there isn't any trouble.

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

				DOROTHY
		Do you suppose there is such a place, Toto?
		There must be.  It's not a place you can
		get to by a boat or a train.  It's far, far
		away -- behind the moon -- beyond the rain --

				DOROTHY
			(sings)
		Somewhere, over the rainbow, way up high,
		There's a land that I heard of once in a
		  lullaby.
		Somewhere, over the rainbow, skies are blue,
		And the dreams that you dare to dream really
		  do....

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

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

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

				DOROTHY
			(sings)
		...Someday I'll wish upon a star
		And wake up where the clouds are far behind
		  me.
		Where troubles melt like lemon drops,
		Away above the chimney tops,
		That's where you'll find me.
		Somewhere, over the rainbow, bluebirds fly.
		Birds fly over the rainbow,
		Why then -- oh, why can't I?
		If happy little bluebirds fly
		Beyond the rainbow
		Why, oh, why can't I?

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

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

				MISS GULCH
		Mr. Gale!

				UNCLE HENRY
		Howdy, Miss Gulch.

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

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

				MISS GULCH
		... about Dorothy.

				UNCLE HENRY
		Dorothy?  Well, what has Dorothy done?

				MISS GULCH
		What's she done?  I'm all but lame from the
		bite on my leg!

				UNCLE HENRY
		You mean she bit you?

				MISS GULCH
		No, her dog!

				UNCLE HENRY
		Oh, she bit her dog, eh?

				MISS GULCH
		NO!

							LAP DISSOLVE TO:

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

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

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

				UNCLE HENRY
		Of course we won't.  Will we, Em?

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

				MISS GULCH
		If you don't hand over that dog, I'll bring
		a damage suit that'll take your whole farm!
		There's a law protecting folks against dogs
		that bite!

				AUNT EM
		How would it be if she keeps him tied up?
		He's really gentle -- with gentle people,
		that is.

				MISS GULCH
		Well, that's for the Sheriff to decide.
		Here's his order allowing me to take him.
		Unless you want to go against the law.

				UNCLE HENRY
		Uhh -- yeah --

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

				MISS GULCH
		Now you're seeing reason.

				DOROTHY
		No --

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

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

				AUNT EM
		Dorothy!

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

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

				DOROTHY
		Stop her!

				AUNT EM
		Put him in the basket, Henry.

				MISS GULCH
		The idea!

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

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

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

				AUNT EM
		Almira Gulch, just because you own half the
		county doesn't mean you have the power to
		run the rest of us! For twenty-three years,
		I've been dying to tell you what I thought
		of you!  And now -- well, being a Christian
		woman, I can't say it!

							LAP DISSOLVE TO:

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

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

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

							LAP DISSOLVE TO:

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

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

							LAP DISSOLVE TO:

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

							LAP DISSOLVE TO:

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

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

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

			      PROFESSOR
			        MARVEL
			     ACCLAIMED BY
		     The CROWNED HEADS of EUROPE

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

		  Also Juggling and Sleight of Hand

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

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

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

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

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

				DOROTHY
		How did you guess?

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

				DOROTHY
		Why --

				PROFESSOR
		No, no --  now don't tell me.  They -- they
		don't understand you at home.  They don't
		appreciate you. You want to see other lands
		-- big cities -- big mountains -- big
		oceans --

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

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

				PROFESSOR
		Yes --

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

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

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

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

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

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

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

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

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

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

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

				PROFESSOR
		Oh --

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

				PROFESSOR
		Aw, come, come, come --

				DOROTHY
		No, they won't - honestly.

				PROFESSOR
		Oh --

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

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

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

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

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

				PROFESSOR
		That's right.  Here -- sit right down here.
		That's it. Ha ha!  This -- this is the same
		genuine, magic, authentic crystal used by
		the Priests of Isis and Osiris in the days
		of the Pharaohs of Egypt -- in which
		Cleopatra first saw the approach of Julius
		Caesar and Marc Anthony, and -- and so on
		-- and so on. Now, you -- you'd better
		close your eyes, my child, for a moment --
		in order to be better in tune with the
		infinite.  We -- we can't do these things
		without....

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

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

MCU -- Professor looks at photograph --

				PROFESSOR
		...infinite.  Yes.

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

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

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

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

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

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

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

				DOROTHY
		That's our farm!

				PROFESSOR
		Oh -- yes.

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

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

INSERT -- CU of the photograph --

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

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

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

				PROFESSOR
		...her face is careworn.

				DOROTHY
		Yes...That's Aunt Em.

				PROFESSOR
		Her -- her name is Emily.

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

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

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

				DOROTHY
		Oh --

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

				DOROTHY
		Me?

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

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

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

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

				PROFESSOR
		Uh-huh.

				DOROTHY
		What's she doing now?

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

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

CU - Dorothy - Camera shooting past Professor -

				PROFESSOR
		...room --

				DOROTHY
		Has it poppies on the wall....

MCU - Professor - Camera shooting past Dorothy

				DOROTHY
		...paper?

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

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

				PROFESSOR
		...bed.

				DOROTHY
		Oh, no -- no!

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

				DOROTHY
		Oh, you....

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

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

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

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

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

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

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

				PROFESSOR
		Better get under cover, Sylvester --
		there's a storm blowing up -- a whopper, to
		speak in the vernacular of the peasantry.
		Poor little kid -- I hope she gets home all
		right.

							LAP DISSOLVE TO:

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

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

				HICKORY o.s.
		Right here.

				UNCLE HENRY
		Hey, what are you doing there?

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

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

				HICKORY
		All right - you'll be sorry.

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

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

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

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

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

				AUNT EM
		Dorothy!  Dorothy!

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

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

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

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

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

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

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

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

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

				DOROTHY
		Auntie Em!  Auntie Em!

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

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

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

ELS - The house spinning up thru dust -

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

							LAP DISSOLVE TO:

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

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

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

				DOROTHY
		We're not on the ground, Toto!

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

MS - Dorothy and Toto - Dorothy reacts -

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

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

MCS - Toto crawls under bed -

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

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

MLS - Shooting through window - Cow floats thru -

MCS - Dorothy rises - looks o.s. -

MLS - Shooting thru window - tree floats thru -

MCS -- Dorothy reacts -- turns --

				DOROTHY
		We must be up inside....

MCS -- Toto looks out from under bed --

				DOROTHY o.s.
		...the cyclone.

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

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

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

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

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

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

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

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

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

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

ELS -- The house floating down thru clouds --

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

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

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

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

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

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

				DOROTHY
		We must be over the rainbow!

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

							LAP DISSOLVE TO:

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

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

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

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

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

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

				GLINDA
		Oh!  Well....

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

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

				DOROTHY
		Who, Toto?

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

				DOROTHY
		Toto's my dog.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

				DOROTHY o.s.
		...witch before.

				GLINDA
		Only bad witches are ugly.

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

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

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

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

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

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

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

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

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

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

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

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

				DOROTHY
			(sings)
		It really was no miracle.  What happened was
		  just this:
		The wind began to switch -- the house to
		  pitch
		And suddenly the hinges started to unhitch.
		Just then, the witch -- to satisfy an itch --
		Went flying on her broomstick thumbing for...

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

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

				A MUNCHKIN
		And oh, what happened then was rich!

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

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

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

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

				MUNCHKINS
			(sing)
		The house began to pitch
		The kitchen took a slitch
		It landed on the Wicked Witch in the middle
		  of a ditch
		Which
		Was not a healthy....

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

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

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

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

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

				MUNCHKINS
			(sing)
		...Witch!

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

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

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

				GLINDA o.s.
		Let the joyous news be spread

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

				GLINDA
		The Wicked Old Witch at last is dead!

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

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

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

				MUNCHKINS
			(sing)
		...Witch is dead!
		She's gone where the Goblins go
		Below...Below...Below
		Yo -- ho, let's open up and sing
		And ring the bells out.
		Ding Dong!  The merry-oh!
		Sing it high
		Sing it....

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

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

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

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

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

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

				MAYOR
		To see?

				BARRISTER
		If she...

				MAYOR
		If she?

				BARRISTER
		Is morally, ethic'ly

				FATHER NO. 1
		Spiritually, physically

				FATHER NO. 2
		Positively, absolutely

				ALL OF GROUP
		Undeniably and reliably
		Dead!

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

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

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

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

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

				BARRISTER
		If any!

				MAYOR
		Yes, let the joyous news be spread.

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

				MAYOR
		The Wicked Old Witch at last is dead!

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

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

				MUNCHKINS
			(sing)
		Ding Dong!  The Wicked Witch is dead!
		Wake up, you sleepy head!
		Rub your eyes,
		Get out of bed.
		Wake up, the Wicked Witch is dead!
		She's gone where the Goblins go
		Below...below...below.
		Yo ho, let's open up and sing,
		And ring the bells out.
		Ding Dong!  The merry-oh!
		Sing it high,
		Sing it low.
		Let them know
		The Wicked Witch is dead!

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

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

				THREE TOTS
			(sing)
		We represent the Lullaby League, the Lullaby
		  League,
		The Lullaby League
		And in the name of the Lullaby League
		We wish to welcome you to Munchkinland.

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

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

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

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

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

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

				MAYOR
		From now on you'll be history

				BARRISTER
		You'll be hist...

				CITY FATHER
		You'll be hist...

				MAYOR
		You'll be history

				GROUP
		And we will glorify your name

				MAYOR
		You'll be a bust...

				BARRISTER
		Be a bust...

				CITY FATHER
		Be a bust...

				GROUP
		In the hall of fame!

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

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

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

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

				DOROTHY
		I thought you said she was dead.

				GLINDA
		That was her sister -- the Wicked Witch of
		the East. This is the Wicked Witch of the
		West.  And she's worse than the other one
		was.

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

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

				GLINDA
		Leave her alone!

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

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

				WITCH
		...didn't you?

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

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

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

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

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

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

				GLINDA
		...ting the ruby slippers?

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

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

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

				WITCH
		They're gone!

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

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

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

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

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

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

				DOROTHY
		Oh!

				WITCH o.s.
		Give me back my slippers!

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

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

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

				WITCH o.s.
		Give them back!

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

				GLINDA
		No -- that's true. The only person who might
		know would be the great and wonderful Wizard
		of Oz himself!

				DOROTHY
		The Wizard of Oz?  Is he good or is he
		wicked?

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

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

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

				DOROTHY
		But, how do I start for Emerald City?

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

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

				DOROTHY
		But -- what happens if I ---

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

				GLINDA
		Just follow the Yellow Brick Road.

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

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

				MAYOR
		Follow the Yellow Brick Road.

				1ST MUNCHKIN
		Follow the Yellow Brick Road.

				WOMAN
		Follow the Yellow Brick Road.

				BARRISTER
		Follow the Yellow Brick Road.

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

				FIDDLERS
		Follow the Yellow Brick Road.
		Follow the Yellow Brick Road.
		Follow, follow, follow, follow,
		Follow the Yellow Brick Road.

		Follow the Yellow Brick
		Follow the...

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

				FIDDLERS
			(sing)
		...Yellow Brick
		Follow the Yellow Brick Road.

		You're off to see the Wizard
		The Wonderful Wizard of Oz
		You'll find he is a whiz of a Wiz
		If ever a Wiz there was.
		If ever oh ever a Wiz there was
		The Wizard of Oz
		Is one because
		Because, because, because, because,
		  because...
		Because of the wonderful things he does....

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

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

							LAP DISSOLVE TO:

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

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

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

				DOROTHY
		Now which way do we go?

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

				SCARECROW
		That way is a very nice way.

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

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

				DOROTHY
		Who said that?

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

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

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

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

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

				DOROTHY
		...don't talk.

				SCARECROW
		It's pleasant down that way, too.

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

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

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

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

				SCARECROW
		...go both ways!

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

				DOROTHY
		Why....

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

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

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

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

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

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

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

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

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

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

				DOROTHY o.s.
		...brain?

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

MCS -- Dorothy nods, speaks --

				DOROTHY
		Yes, I guess you're right.

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

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

MCU -- Scarecrow --

				SCARECROW
		Why, no.

CS -- Dorothy curtsies, speaks --

				DOROTHY
		How do you do?

CS -- Scarecrow nods, speaks --

				SCARECROW
		How do you do?

CS -- Dorothy speaks --

				DOROTHY
		Very well, thank you.

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

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

MCU -- Dorothy --

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

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

				SCARECROW
		Down?  No, you see, I'm -- Well, -- I'm --

				DOROTHY
		Oh, well, here -- let me help you.

				SCARECROW
		Oh, that's very kind of you -- very kind.

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

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

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

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

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

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

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

				DOROTHY
		Oh....

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

				DOROTHY
		...yes.

				SCARECROW
		Ohhhh --

				DOROTHY
		Ohh!

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

				SCARECROW
		Whhhooops!  Ha-ha -- there goes some of me
		again!

				DOROTHY
		Oh -- does it hurt you?

				SCARECROW
		Oh, no -- I just keep picking it up and
		putting it back in again.

				DOROTHY
		Ohhh --

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

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

				SCARECROW
		...free!

				DOROTHY
		Oh!  Oh!  Ohhh!

				SCARECROW
		Did I scare you?

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

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

				SCARECROW
		But I didn't scare you?

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

				DOROTHY
		No -- of course not.

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

				SCARECROW
		I didn't think so.

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

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

				SCARECROW o.s.
		Boo!  Scat!

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

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

MCU -- Dorothy listening --

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

MCU -- The Scarecrow --

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

MCU -- Dorothy reacts, speaks --

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

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

				SCARECROW
		Do?  Why, if I had a brain, I could --
			(sings)
		I could while away the hours,
		Conferrin' with the flowers,
		Consultin' with the rain.
		And my head I'd be scratchin'
		While my thoughts were busy hatchin'
		If I only had a brain.
		I'd unravel every riddle
		For any individ'le
		In trouble or in pain.

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

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

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

				SCARECROW
			(sings)
		Oh, I could tell you why
		The ocean's near the shore
		I could think of things I never thunk
		  before,
		And then I'd sit -- and think some more.
		I would not be just a nuffin'
		My head all full of stuffin'
		My heart all full of pain.
		I would dance and be merry...

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

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

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

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

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

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

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

LS - The crow lands in the cornfield -

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

				SCARECROW
		They would?

				DOROTHY
		Um-hmm.

				SCARECROW
		Where's Kansas?

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

				SCARECROW
		You're going to see a Wizard?

				DOROTHY
		Um-hmm.

				SCARECROW
		Do you think if I went with you this Wizard
		would give me some brains?

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

				SCARECROW
		Yes -- that's true.

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

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

				DOROTHY
		I don't blame you for that.

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

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

				DOROTHY
		Why, of course I will!

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

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

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

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

				DOROTHY
		To Oz?

				SCARECROW
		To Oz!

				BOTH
			(sing)
		We're off to see the Wizard
		The Wonderful Wizard of Oz
		We hear he is a whiz of a Wiz
		If ever a Wiz there was
		If ever oh ever a Wiz there was,
		The Wizard of Oz
		Is one because
		Because, because, because, because, because
		Because of the wonderful things he does.
		We're off to see the Wizard
		The Wonderful Wizard of Oz!

							LAP DISSOLVE TO:

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

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

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

				DOROTHY
		Ouch!

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

				TREE
		What do you think you're doing?

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

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

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

				FIRST TREE
		She....

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

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

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

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

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

MCU -- First tree reacts, and speaks --

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

MCU -- Scarecrow and Dorothy --

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

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

				SCARECROW o.s.
		...worms!

				TREE
		Oh....

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

				TREE
		...you...

				SCARECROW
		Go -- Go!

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

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

				TREE o.s.
		...worms.

				SCARECROW
		I'll show you how to get apples.

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

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

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

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

				TREE o.s.
		...show you!

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

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

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

				SCARECROW o.s.
		Hooray!

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

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

				DOROTHY
		Oh --

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

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

				SCARECROW
		What?

				DOROTHY
		Yes.  Oh -- look --

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

				DOROTHY
		Did you say something?

				TIN MAN
		Oil can....

				SCARECROW
		Oil can what?

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

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

				DOROTHY
		Where do you want to be oiled first?

				TIN MAN
		My mouth -- my mouth!

				SCARECROW
		He said his mouth.

				DOROTHY
		Here -- here --

				SCARECROW
		The other side....

				DOROTHY
		Yes --- there.

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

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

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

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

				DOROTHY
		Oh...

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

				TIN MAN
		Oh --

				DOROTHY
		...Oh, did that hurt?

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

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

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

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

				TIN MAN
		...and right in the middle of a chop, I...I
		rusted solid.  And I've been that way ever
		since.

				DOROTHY
		Well, you're perfect now.

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

				DOROTHY
		Oh --!

				SCARECROW
		Beautiful!  What an echo!

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

				DOROTHY AND SCARECROW
		No heart?

				TIN MAN
		No heart.

				DOROTHY
		Oh --

				TIN MAN
		All hollow.  Oh --

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

				TIN MAN
			(sings)
		When a man's an empty kettle,
		He should be on his mettle.
		And yet I'm torn apart.
		Just because I'm presumin'
		That I could be kind-a human,
		If I only had a heart.

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

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

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

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

				SNOW WHITE'S VOICE
		Wherefore art thou, Romeo?

				TIN MAN
		I hear a beat....how sweet!
		Just to register emotion
		Jealousy -- Devotion --
		And really feel the part,
		I could stay young and chipper,
		And I'd lock it with a zipper,
		If I only had a heart...!

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

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

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

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

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

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

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

				DOROTHY
		Oh --

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

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

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

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

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

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

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

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

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

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

				WITCH
		You call that long?

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

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

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

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

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

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

MCS -- Tin Man, Dorothy and Scarecrow --

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

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

				WITCH
		Or I'll stuff a mattress with you!

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

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

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

				WITCH
		Here, Scarecrow!  Want to play ball?

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

CS - Witch speaks to Dorothy o.s. -

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

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

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

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

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

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

				WITCH
		...happy journey back to Kansas!

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

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

LS -- Cloud of smoke as Witch disappears --

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

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

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

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

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

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

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

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

				TIN MAN
		Oh - I'll get it!

				DOROTHY
		Oh! Oh!

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

				DOROTHY
		Oh --

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

				DOROTHY
		Oh-oh-

CU - Tin Man crying - speaks -

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

CU - Dorothy reacts - reaches o.s. -

				DOROTHY
		Oh, there....

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

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

CU - Dorothy looks o.s. - speaks -

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

CU - Tin Man looks o.s. -

				DOROTHY o.s.
		...anyway.

				TIN MAN
		Yes?

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

				TIN MAN
		Oh.

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

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

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

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

				TIN MAN
		No, sir!

				SCARECROW
		No, sir!

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

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

				TIN MAN
		And I was standing over there rusting for
		the longest time.

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

				SCARECROW
		That's right.

				TIN MAN
		We do.

				SCARECROW
		To Oz?

				TIN MAN
		To Oz!

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

				THE THREE
			(sing)
		We're off to see the Wizard
		The Wonderful Wizard of Oz
		We hear he is a whiz of a Wiz
		If ever a Wiz there was.
		If ever, oh ever a Wiz there was
		The Wizard of Oz is one because
		Because, because, because, because, because
		Because of the wonderful things he does
		We're off to see the Wizard
		The Wonderful Wizard of Oz!

							LAP DISSOLVE TO:

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

							LAP DISSOLVE TO:

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

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

				DOROTHY
		I don't like this forest!  It's -- it's
		dark and creepy!

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

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

				TIN MAN
		We might.

				DOROTHY
		Oh --

				SCARECROW
		Animals that -- that eat straw?

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

CU -- Dorothy reacts --

				DOROTHY
		Lions?

CU -- Scarecrow reacts -- speaks --

				SCARECROW
		And tigers?

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

				TIN MAN
		And bears.

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

				DOROTHY
		Oh!  Lions and tigers and bears!

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

				DOROTHY
		Oh, my!

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

				DOROTHY
		Oh, my!

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

				DOROTHY
		Oh, my!

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

				DOROTHY
		Oh, my!

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

				DOROTHY
		Oh, my!
			(screams)

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

				TIN MAN
		And bears!

				DOROTHY
		What sort of an animal is that?

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

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

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

CU -- Lion growling --

CS -- Scarecrow trembling --

CU -- Lion growling --

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

CU -- Lion growling --

CS -- Tin Man trembling --

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

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

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

				LION
		...up!  Which one of you first?  I'll fight
		you both together if you want!  I'll fight
		you with one paw tied behind my back.  I'll
		fight you standing on one foot.

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

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

MCU -- Tin Man trembling --

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

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

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

				LION
		Oh, scared, huh?

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

				LION o.s.
		Afraid, huh?

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

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

CS -- Scarecrow reacts -- speaks --

				SCARECROW
		Now that's getting personal, Lion.

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

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

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

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

MCU -- Tin Man reacts -- speaks --

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

CS -- Toto barking --

CU -- Lion snarls -- speaks

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

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

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

				DOROTHY
		Shame on you!

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

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

				DOROTHY
		No, but you tried to.

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

				DOROTHY
		It's bad enough picking on a straw man, but
		when you go around picking on poor little
		dogs --

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

				DOROTHY
		Well, of course not.  My goodness, what a
		fuss you're making.  Well, naturally, when
		you go around picking on things weaker than
		you are -- Why, you're nothing but a great
		big coward!

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

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

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

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

				LION
		I haven't slept in weeks.

				TIN MAN
		Why don't you try counting sheep?

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

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

				DOROTHY
		I don't see why not.  Why don't you come
		along with us?  We're on our way to see the
		Wizard now. To get him a heart.

				TIN MAN
		And him a brain.

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

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

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

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

				DOROTHY
		No, of course not.

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

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

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

				LION
		...has been simply unbearable.

				DOROTHY
		Oh.

				LION
			(sings)
		Yeh, it's sad, believe me, Missy
		When you're born to be a sissy,
		Without the vim and verve.
		But I could show my prowess --
		Be a lion not a mou-ess --
		If I only had the nerve
		I'm afraid there's no denyin'
		I'm just a dande-lion --
		A fate I don't deserve.
		I'd be brave as a blizzard --

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

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

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

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

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

				TIN MAN
			(sings)
		A heart --

				DOROTHY
			(sings)
		A home --

				LION
			(sings)
		The nerve.

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

				ALL
			(sing)
		Oh, we're off to see the Wizard
		The Wonderful Wizard of Oz.
		We hear he is a whiz of a Wiz
		If ever a Wiz there was....

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

				ALL
			(sing)
		...If ever, oh ever, a Wiz there was
		The Wizard of Oz is one because
		Because, because, because, because, because
		Because of the wonderful things he does!
		We're off to see the Wizard
		The Wonderful Wizard of Oz!

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

				WITCH
		A-hah!
			(laughs)
		So!  You won't take warning, eh? All the
		worse for you, then.  I'll take care of you
		now instead of later!  Hah!  When I gain
		those ruby slippers, my power will be the
		greatest in Oz!  And now, my beauties!
		Something with poison in it, I think.  With
		poison in it, but attractive to the eye --
		and soothing to the smell!
			(laughs)
		Poppies! Poppies!  Poppies!

							LAP DISSOLVE TO:

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

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

				DOROTHY
		There's Emerald....

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

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

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

				DOROTHY
		It's beautiful, isn't it?  Just like I knew
		it would be.  He really must be a wonderful
		Wizard to live in a City like that!

				LION
		Well, come on, then.  What are we waiting
		for?

				SCARECROW
		Nothing!  Let's hurry!

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

				DOROTHY
		Yes -- let's run!

				LION
		Yes.

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

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

				SCARECROW
		Come on -- come on --

				TIN MAN
		Hurry -- hurry --

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

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

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

				SCARECROW
		Oh!  Oh, come on, come on!

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

				SCARECROW
		Emerald City!

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

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

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

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

CS -- Tin Man and Scarecrow --

				DOROTHY o.s.
		...sleepy.

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

MLS -- Dorothy and Group --

				SCARECROW
		...along.

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

CS -- Toto lying among poppies --

				DOROTHY o.s.
		Where's Toto --

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

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

MCU - Lion yawns and speaks -

				LION
		What did she -- do that for?

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

				SCARECROW
		Hey, Dorothy!

				TIN MAN
		Dorothy!

				LION
		Dorothy!

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

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

							LAP DISSOLVE TO:

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

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

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

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

				SCARECROW
		Don't you start it, too!

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

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

				TIN MAN
		Let's.

				SCARECROW
		Yes.

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

				SCARECROW
		Here, Tin Man -- help me.

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

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

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

				TIN MAN
		It's the Wicked Witch!  What'll we do?
		Help!  HELP!

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

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

				SCARECROW
		HELP -- HELP!

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

				SCARECROW o.s.
		Help!  Help!

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

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

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

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

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

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

				DOROTHY
		Oh --

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

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

				SCARECROW
		Yes -- there --

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

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

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

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

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

							LAP DISSOLVE TO:

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

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

				VOICES o.s.
		You're out of the woods
		You're out of the dark
		You're out of the night
		Step into the sun
		Step into the light
		Keep straight ahead for....

							LAP DISSOLVE TO:

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

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

							LAP DISSOLVE TO:

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

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

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

							LAP DISSOLVE TO:

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

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

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

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

				DOORMAN
		Who rang that bell?

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

				DOROTHY AND OTHERS
		We did.

				DOORMAN
		Can't you read?

				SCARECROW
		Read what?

				DOORMAN
		The notice!

				DOROTHY AND SCARECROW
		What notice?

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

CU -- Doorman reacts -- starts out --

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

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

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

				DOROTHY AND OTHERS
		We want to see the Wizard.

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

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

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

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

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

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

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

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

				DOORMAN
		Prove it.

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

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

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

				DOORMAN o.s.
		Oh....

CU -- Doorman speaks and gestures --

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

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

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

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

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

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

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

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

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

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

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

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

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

				CABBY
		No -- and never will again, I fancy.
		There's only one of him, and he's it.  He's
		the Horse of a Different Color, you've heard
		tell about.
			(sings)
		Ha -- ha -- ha --
		Ho -- ho -- ho --
		And a couple of tra -- la -- las.
		That's how we laugh the day away
		In the Merry Old Land of Oz.
		Bzz -- bzz -- bzz --
		Chirp -- Chirp -- Chirp --
		And a couple of la -- di....

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

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

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

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

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

				CABBY
			(sings)
		...And then at two we're done
		Jolly good fun!
		Ha -- ha -- ha --
		Ho -- ho -- ho --
		And a couple of tra -- la -- las.
		That's how we laugh the day away
		In the Merry Old Land of Oz!
		Ha -- ha -- ha --
		Ho -- ho -- ho --
		Ha -- ha -- ha -- ha --
		That's how we laugh the day away
		With a ho -- ho -- ho
		Ha -- ha -- ha
		In the Merry Old Land of Oz!

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

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

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

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

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

				MASSEUSE
		Uh-huh.

				DOROTHY
		Jolly old town!

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

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

				SCARECROW
		Ha -- ha -- ha --

				TIN MAN
		Ho -- ho --ho

				DOROTHY
		Ho -- ho --ho -- ho

				LION
		Hah!

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

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

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

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

				LION
		Who's her?  Who's her?

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

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

				DOROTHY
		Oh --

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

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

				OZ WOMAN
		Dorothy?  Who's Dorothy?

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

				OZ WOMAN
		The Wizard will explain it!

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

				MAN
		To the Wizard!

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

				MAN
		To the Wizard!

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

				DOROTHY
		Dear, whatever shall we do?

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

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

							LAP DISSOLVE TO:

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

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

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

MS - Guard speaks and gestures -- CAMERA TRUCKS forward

				GUARD
		Every -- It's all right!  Everything is all
		right! The Great and Powerful Oz has got
		matters well in hand - I hope -- So you can
		all go....

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

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

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

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

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

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

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

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

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

				DOROTHY
		Oh, but we must!

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

				GUARD
		Orders are - not nobody! Not nohow!

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

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

CS - Guard - Camera shooting past Dorothy -

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

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

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

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

				GUARD
		Not nobody!  Not....

CU - Horn inside of Guard's cape -

				GUARD o.s.
		...nohow!

CS - Guard - Camera shooting past Dorothy -

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

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

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

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

				GUARD
		Now - what do you want?

				DOROTHY AND OTHERS
		We want to see the Wizard.

				GUARD
		Not nobody! Not....

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

				GUARD
		...nohow!

				TIN MAN
		That's what the other man said.

				SCARECROW
		But she's Dorothy!

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

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

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

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

				SCARECROW
		Did you hear that?  He'll announce us at
		once!  I've as good as got my brain!

				TIN MAN
		I can fairly hear my heart beating!

				DOROTHY
		I'll be home in time for supper!

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

CS -- The Lion sings --

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

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

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

CS -- Lion sings -- gestures --

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

MCU -- Lion sings --

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

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

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

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

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

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

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

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

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

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

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

				SCARECROW
		And his wife would be Queen of the May.

MCS - Lion -

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

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

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

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

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

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

				DOROTHY
		Your Majesty, if you were king
		You wouldn't be afraid of anything?

				LION
		Not nobody, not nohow!

				TIN MAN
		Not even a rhinoceros?

				LION
		Imposserous!

				DOROTHY
		How about a hippopotamus?

				LION
		Why, I'd thrash him from top to bottomamus!

				DOROTHY
		Supposin' you met an elephant?

				LION
		I'd wrap him up in cellophant!

				SCARECROW
		What if it were a brontosaurus?

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

				ALL
		How?

				LION
		How?

MCU -- Lion explains --

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

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

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

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

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

MCU -- Lion --

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

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

				LION
		What makes the sphinx the seventh wonder?
		Courage!
		What makes the dawn come up like thunder?
		Courage!
		What makes the Hottentot so hot?
		What puts the "ape" in apricot?
		What have they got that I ain't got?

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

				ALL
		Courage!

MCU -- Lion speaks, then reacts --

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

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

				GUARD
		Go on home! The Wizard says go away!

				ALL
		Go away?

				DOROTHY
		Oh --

				SCARECROW
		Looks like we came a long way for nothing.

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

				TIN MAN
		Don't cry, Dorothy!

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

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

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

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

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

				SCARECROW
		Who at?

				LION
		I don't know.

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

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

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

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

CU -- Dorothy sobbing --

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

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

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

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

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

				SCARECROW
		What's the matter?

				TIN MAN
		Oh, he's just ascared again.

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

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

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

				LION
		I'd sooner wait outside.

				DOROTHY
		But why?  Why?

				LION
		Because I'm still scared!

				DOROTHY
		Oh, come on.

				LION
		Ohh!

				SCARECROW
		What happened?

				LION
		Somebody pulled my tail.

				SCARECROW
		Oh, you did it yourself!

				LION
		I -- Oh --

				SCARECROW
		Here --   Come on.

				LION
		What was that?

				DOROTHY
		Our echo.

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

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

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

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

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

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

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

				LION
		Tell me when it's over!  Oh!

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

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

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

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

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

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

				OZ'S VOICE
		Who are you?

LS -- Throne --

				OZ'S VOICE
		Who are you?

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

				DOROTHY
		I -- If you please, I - I am Dorothy,

MCU -- Dorothy -- speaks, looks back at the others --

				DOROTHY
		...the small and meek.  We've come to ask
		you --

ELS -- Throne -- flame and smoke pouring out --

				OZ'S VOICE
		Silence!

MCU -- Dorothy reacts, turns and runs back to the others --

MLS -- Dorothy returns to the other three -- speaks -

				DOROTHY
		Ohhh -- Jiminy Crickets!

ELS -- Throne --

				OZ'S VOICE
		The Great and Powerful Oz knows why you
		have come. Step forward,....

MLS -- The Four -- the Tin Man shakes, speaks - comes wobbling forward --

				OZ'S VOICE
		...Tin Man!

				TIN MAN
		Ohhhh -- it's me!

LS - Throne --

				OZ'S VOICE
		You dare to come to me for a heart, do you?
		You clinking, clanking, clattering
		collection of caliginous....

MCU -- Tin Man trembling with fear -- he speaks, then reacts as the Voice
booms out -- turns to run --

				OZ'S VOICE
		...junk!

				TIN MAN
		Ohhhh -- yes...yes, sir -- Y-Yes, your
		Honor.  You see, a while back, we were
		walking down the Yellow Brick Road, and --

				OZ'S VOICE
		Quiet!

				TIN MAN
		Ohhhhhh!

LS -- The Tin Man runs back to Dorothy, Lion and the Scarecrow as flames
pour from the throne in b.g. -- the Voice speaks -- the Scarecrow almost
collapses -- then moves forward and salaams in front of the throne --

				OZ'S VOICE
		And you, Scarecrow, have the effrontery to
		ask for a brain?

MLS -- Scarecrow kneeling in f.g. as the other three watch from the b.g. --
he speaks -- salaams --

				OZ'S VOICE
		You billowing bale of bovine fodder!

				SCARECROW
		Y-Yes -- Yes, Your Honor -- I mean, Your
		Excellency -- I -- I mean -- Your Wizardry!

LS -- Throne --

				OZ'S VOICE
		Enough!

MLS -- Scarecrow rises, runs back to Lion, Tin Man  and Dorothy --

				OZ'S VOICE
		...Uh -- And you,....

LS -- Throne --

				OZ'S VOICE
		...Lion!

MLS -- Scarecrow, Dorothy, Lion and Tin Man -- the Lion groans with fear
as he comes slowly forward --

				DOROTHY AND SCARECROW
		Oh -- Oh -- Ohhhh!

LS -- Throne --

MCU -- Lion tries to speak -- faints and falls back --

MLS -- The Lion falls to the floor -- Dorothy and the others run forward
to him --

				DOROTHY
		Oh -- Oh -- Oh!....

MCS -- Scarecrow and Dorothy bending over Lion -- Dorothy reacts, turns
and speaks as she looks toward the throne o.s. in f.g. --

				DOROTHY
		...You ought to be ashamed of yourself --
		frightening him like that, when he came to
		you for help!

ELS -- Throne --

				OZ'S VOICE
		Silence!....

MLS -- The Four -- Dorothy and Scarecrow sit down as they react to Oz's
Voice --

				OZ'S VOICE
		...Whippersnapper!

MLS -- Throne --

				OZ'S VOICE
		The beneficent Oz has every intention of
		granting....

MCS -- Scarecrow and Dorothy bending over Lion -- the Lion revives, sits
up, speaks -- Dorothy starts to pull him up --

				OZ'S VOICE
		...your requests!

				LION
		What's that?  What'd he say?

				DOROTHY
		Oh -- Oh, come on.

				LION
		Huh?  What'd he say?

MS -- Dorothy helps the Lion to his feet -- the four of them listen as Oz
speaks --

				OZ'S VOICE
		But first, you must prove yourselves worthy
		by performing a very small task.

LS -- Throne --

				OZ'S VOICE
		Bring me the broomstick of the Witch...

MS -- The Four, trembling with fear -- the Tin Man speaks --

				OZ'S VOICE
		...of the West.

				TIN MAN
		B-B-B-B-B-But if we do that, we'll have to
		kill her to get it!

LS -- Throne --

				OZ'S VOICE
		Bring me her broomstick, and I'll grant your
		requests.

MS - The trembling Four -- the Lion starts to speak --

				OZ'S VOICE
		Now, go!

				LION
		But -- but what if she kills us first?

				OZ'S VOICE
		... I ....

MLS -- Throne --

				OZ'S VOICE
		...said, -Go!

MS -- The Four -- the Lion jumps with fright --

LS -- The Four standing in front of the throne in b.g. -- CAMERA PANS left
with the Lion as he runs out of the throne room and into the corridor --

ELS -- shooting down the length of the corridor -- the Lion comes running
forward toward camera -- CAMERA PANS left with him as he dives through
window to exit --

								FADE OUT:

FADE IN -- TRUCKING SHOT of weird trees of the Haunted Forest -- PANS DOWN
to sign post --

HAUNTED FOREST
  WITCHES CASTLE
        1 MILE

I'D TURN
BACK IF I
WERE YOU!

							LAP DISSOLVE TO:

LS -- Dorothy -- Scarecrow -- Tin Man and Lion walking thru forest -- they
walk forward -- CAMERA TRUCKS ahead of them -- they stop -- look at the
sign post --

MCS -- Dorothy -- Scarecrow -- Lion and Tin Man looking at sign -- Lion
reads -- nods -- turns to b.g. -- Tin Man and Scarecrow stop him -- the
others shake their head -- CAMERA TRUCKS back as they walk forward again --
Lion growling -- they react to noise o.s. --

				LION
		"I'd turn back if I were you."
			(growls)

CS -- Two owls on limb of tree --

MS -- Dorothy -- Scarecrow -- Lion and Tin Man react -- Lion runs to b.g.
-- Scarecrow and Tin Man catch him -- carry him forward -- he cries --

CS -- Two crows on limb of tree --

MS - Dorothy and group - they speak - Lion hands spray to Dorothy -
Scarecrow takes the spray - throws it o.s. right -

				TIN MAN
		From now on, we're on enemy ground. You
		should have something to protect yourself
		with.

				LION
		She - she can have my Witch Remover.

				DOROTHY
		Does it work?

				LION
		No, but it's wonderful for threatening with.

				DOROTHY
		Oh --

				SCARECROW
		Oh, here - give me that thing!

MLS - Spray hits the ground - then vanishes -

MS - Dorothy and Group react - speak - net flies out of Lion's hand - all
react -

				SCARECROW
		Oh, did - did you see that?

				TIN MAN
		Oh - look out.

				SCARECROW
		You know something?

MCU -- Lion and Scarecrow --

				SCARECROW
		I believe they're spooks around here.

MCU -- Dorothy and Tin Man --

				TIN MAN
		That's ridiculous!  Spooks -- that's....

MCU -- Lion and Scarecrow --

				TIN MAN o.s.
		...silly.

				LION
		Don't you believe in spooks?

MS -- Dorothy and group -- Tin Man goes up out of scene -- others react --

				TIN MAN
		No.  Why only --  Oh --

				DOROTHY
		Oh!  Oh, Tin Man!   Oh!

LS -- Dorothy -- Lion and Scarecrow watching Tin Man -- he falls to ground
in f.g. -- Dorothy and Scarecrow run forward -- help him up --

				DOROTHY
		Oh -- Oh --

				SCARECROW
		Oh -- are you -- are you all right?

CS -- Lion, his eyes closed tight -- speaks --

				LION
		I do believe in spooks, I do believe in
		spooks. I do -- I do -- I do -- I do -- I
		do -- I....

MS -- Image of Lion in Crystal -- Witch and Winged Monkeys looking into
crystal -- Image of Lion fades out -- CAMERA PANS left as Witch runs
around -- goes to Winged Monkeys -- she speaks to them -- CAMERA TRUCKS
forward -- Winged Monkeys fly out -- others flying thru in b.g. -- CAMERA
TRUCKS back --

				LION
		...do believe in spooks.  I do believe in
		spooks!  I do -- I do -- I do -- I do -- I
		do -- I do!

				WITCH
			(laughs)
		You'll believe in more than that before
		I've finished with you.  Take your army to
		the Haunted Forest, and bring me that girl
		and her dog!  Do what you like with the
		others, but I want her alive and unharmed!
		They'll give you no trouble, I promise you
		that.  I've sent a little insect on ahead
		to take the fight out of them.  Take special
		care of those ruby slippers.  I want those
		most of all.  Now, fly!  Fly! Bring me that
		girl and her slippers!  Fly!  Fly!  Fly!

							LAP DISSOLVE TO:

LS - Dorothy - Scarecrow - Tin Man and Lion walking forward thru Haunted
Forest - Lion yells -

MCU - Lion growling - Jitterbug on his nose - he looks down at it - speaks
- CAMERA TRUCKS back - Tin Man slaps the bug away -

				LION
		What's that? What's that? Take it away -
		take it away - Take it away!
			(cries)

				TIN MAN
		Hold still - hold still --

MLS - Scarecrow - Dorothy - Tin Man and Lion - Dorothy jumps as Jitterbug
bites her leg - Tin Man speaks - all start forward - Tin Man yells -
Dorothy takes bug off his neck - Bug bites Scarecrow - he jumps in the air
- falls to ground - jumps up again - CAMERA PANS the Four to right - they
react to quivering trees and noise - CAMERA TRUCKS back - Dorothy and
others tremble and move about as they sing -

				DOROTHY
		Oh! Something bit me, too!

				TIN MAN
		Now come on - you're acting silly --
			(yells)

				SCARECROW
		Oh, come on now - everybody --
			(yells)

				DOROTHY
			(sings)
		Did you just hear what I just heard?

				LION
			(sings)
		That noise don't come from no ordinary bird.

				DOROTHY
		It may be just a cricket
		Or a critter in the trees.

				TIN MAN
		It's giving me the jitters
		In the joints around my knees.

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

				SCARECROW
		Oh, I think I see a jijik
		And he's fuzzy and he's furry
		I haven't got a brain
		But I think I ought to worry!

				TIN MAN
		I haven't got a heart
		But I got a palpitation.

				LION
		As Monarch of the Forest
		I don't like the situation.

				DOROTHY
		Are you gonna stand around
		And let 'em fill us full of horror?

				LION
		I'd like to roar 'em down --
		But I think I lost my roarer.

LS - Dorothy - Lion - Scarecrow and Tin Man running around - the tree
quivering -

MS - Scarecrow - Tin Man - Lion and Dorothy huddled together - looking
o.s. -

				TIN MAN
		It's a whozis.

				SCARECROW
		It's a whozis?

				LION
		It's a whatzis.

				TIN MAN
		It's a whatzis?

				LION
		Whozat?

				TIN MAN
		Whozat?

				SCARECROW
		Whozat?

MCS - Scarecrow - Tin Man - Lion and Dorothy - Dorothy steps forward -
sings - CAMERA PANS right as she dances back near Lion -

				DOROTHY
		Whozat?
		Who's that hiding
		In the tree top?
		It's that rascal
		The Jitter Bug.
		Should you catch him
		Buzzin' round you
		Keep away from
		The Jitter Bug!
		Oh, the bats....

MS - Scarecrow - Tin Man - Lion and Dorothy - Dorothy singing - CAMERA
PANS - TRUCKS back as all dance -

				DOROTHY
		...and the bees
		And the breeze in the trees
		Have a terrible, horrible buzz.
		But the bats and the bees
		And the breeze in the trees
		Couldn't do what the Jitter Bug does.
		So be careful
		Of that rascal
		Keep away from --

				SCARECROW - TIN MAN AND LION
		-- The Jitter Bug!
		Oh, The Jitter -
		Oh, the Bug
		Oh, the Jitter -

				ALL
		Bug-bug-a-bug-bug-bug-bug-bug-a-boo!

MS - Lion runs over by tree - tree catches hold of Lion's tail - Scarecrow
runs in - releases Lion - tree grabs Scarecrow - he finally gets free -
CAMERA PANS left as Scarecrow runs over to Dorothy held by another tree -
Tin Man starts to chop at tree - Limb of tree hits him over the head - Tin
Man staggers - throws axe o.s. - Lion enters - CAMERA TRUCKS as the four
dance -

				ALL
		In a twitter
		In the throes

				SCARECROW
		Oh, the critter's
		Got me dancin' on a thousand toes.

				TIN MAN
		Thar she blows!

LS - Dorothy and Group dancing - Trees of the forest moving in rhythm -

MS - Lion and Tin Man dancing -

CS - Lion and Tin Man dancing -

LS - Tin Man - Lion - Dorothy and Scarecrow dancing -

MLS - The Four dancing -

ELS - The army of Winged Monkeys flying over Haunted Forest -

MLS - Dorothy and Group dancing - look up o.s. - react -

ELS -- The army of Winged Monkeys flying over Haunted Forest --

MLS -- Dorothy and Group react -- run to b.g.--

LS -- The Winged Monkeys fly down into forest -- CAMERA PANS RIGHT as they
fly down near Dorothy and group running to b.g. --

LS -- The Winged Monkeys landing -- run out at right --

ELS -- Shooting down as the Winged Monkeys land -- Dorothy and group exit
far b.g. --

LS -- The Winged Monkeys capturing the group -- Dorothy runs out right --

MLS -- The Winged Monkeys running after Dorothy -- CAMERA PANS right --

LS -- Dorothy runs forward -- two Winged Monkeys after her -- they exit
right f.g. --

MLS -- Tin Man swinging axe at the Winged monkeys --

				TIN MAN
		Go away now!

MLS -- Winged Monkeys tromping on the Scarecrow --

				SCARECROW
		Help!  Help!

MS - Lion in center of group of monkeys - he doubles his fists - speaks
- Monkey in tree hits him over the head with axe -

				LION
		Why, I'll -- Foul! Foul!

LS -- Two Winged Monkeys running to b.g. with Dorothy - they swoop up into
the air -- exit upper b.g. --

MCS -- Toto runs forward -- looks up o.s. -- barks --

ELS -- Two Winged Monkeys carrying Dorothy -- Flying to right over haunted
forest --

MCS -- Toto barking -- Winged Monkey picks him up -- CAMERA PANS right as
he flies out with Toto --

ELS -- Army of Winged Monkeys flying to right over the Haunted Forest --

MLS -- The Winged Monkeys tearing Scarecrow apart -- Scarecrow yells --
the Winged Monkeys exit right -- Tin Man and Lion enter -- CAMERA TRUCKS
forward on them as Lion and Tin Man try to put Scarecrow together --

				SCARECROW
		Help! Help! Help! Help! Help!

				TIN MAN
		Oh!  Well, what happened to you?

				SCARECROW
		They tore my legs off, and they threw them
		over there! Then they took my chest out,
		and they threw it over there!

				TIN MAN
		Well, that's you all over.

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

				SCARECROW
		Don't stand there talking!  Put me together!
		We've got to find Dorothy!

				TIN MAN
		Now, let' s see -- this goes -- Oh, I wish
		I were better at puzzles.

				LION
		Wait a minute. This is the left one. He
		walks bad enough already.

				TIN MAN
		Oh, poor Dorothy. We may never see her
		again.

				SCARECROW
		Who do you suppose they were? And where did
		they take her? A fine thing - to go to
		pieces at a time like this!

				TIN MAN
		Now, now, don't fret.

				SCARECROW
		Oh, dear, dear.

				TIN MAN
		We'll get you together!

							LAP DISSOLVE TO:

CS -- Toto in Witch's lap -- CAMERA TRUCKS back -- Witch rises -- Nikko
standing at right -- Witch puts Toto in basket -- Dorothy at left f.g.
crying -- Witch turns to Dorothy -- speaks to her -- Nikko carries Toto to
b.g. -- Dorothy goes over to Nikko --

				WITCH
		What a nice little dog!  And you, my dear.
		What an unexpected pleasure!  It's so kind
		of you to visit me in my loneliness.

MCS -- Dorothy reacts -- turns -- speaks to Witch -- CAMERA TRUCKS forward
on them -- CAMERA PANS left as Witch crosses to Nikko -- speaks to him --

				DOROTHY
		What are you going to do with my dog?  Give
		him back to me!

				WITCH
		All in good time, my little pretty -- all
		in good time.

				DOROTHY
		Oh, please give me back my dog!

				WITCH
		Certainly -- certainly -- when you give me
		those slippers.

				DOROTHY
		But the Good Witch of the North told me not
		to.

				WITCH
		Very well! Throw that basket in the river
		and drown him!

MLS -- Dorothy crying -- speaks to Witch -- then steps up on step -- Witch
looks down at slippers on Dorothy's feet --

				DOROTHY
		No!  No -- no!  Here -- you can have your
		old slippers -- but give me back Toto.

				WITCH
		That's a good little girl.  I knew you'd
		see reason.

CS -- Slippers on Dorothy's feet -- the hands of the Witch reach in --
begin to tremble --

CS -- Witch jumps back -- Dorothy reacts -- Witch looks at her -- hands --

				WITCH
		Ahh!  Ah!

				DOROTHY
		I'm sorry.  I didn't do it!  Can I still
		have my dog?

				WITCH
		No!  Fool, that I am!  I should have
		remembered -- those slippers will never
		come off, as long as...

CU -- Dorothy reacts -- speaks --

				WITCH o.s.
		...you're alive.

				DOROTHY
		What are you gonna do?

CU - Witch looks up o.s. - speaks -

				WITCH
		What do you think I'm going to do? But
		that's not what's worrying me -- it's how
		to do it.  These things must be done
		delicately....

CS -- Toto sticks his head out of basket --

				WITCH o.s.
		...or you hurt the spell.

MS -- Witch and Dorothy -- Nikko standing by table in b.g. -- Toto jumps
out of basket -- runs out door in b.g. -- Dorothy speaks to Toto -- Witch
turns on Nikko -- he runs out in b.g. --

				DOROTHY
		Run, Toto, run!

				WITCH
		Catch him, you fool!

LS -- Toto running forward down steps -- Nikko after him -- CAMERA PANS
down to left with Toto --

MS -- Dorothy at window -- looking down o.s. -- Witch comes forward to
her --

MLS -- Toto runs forward over drawbridge as bridge starts up --

CS -- Toto on edge of drawbridge -- looks down o.s. --

MLS -- Toto on edge of drawbridge -- Guards run forward -- carrying spears
-- Toto jumps -- (Guards yell)

MS -- Toto jumps down among rocks --

				DOROTHY o.s.
		Run, Toto, run!

MLS -- Guards throwing spears o.s. -- all yelling --

MLS -- Toto running to b.g. -- spears fall around him -- Toto runs up
among rocks in b.g. --

				DOROTHY o.s.
		Run, Toto, run!

MCU -- Dorothy crying -- speaks --

				DOROTHY
		He got away!  He got away!

MCS -- Dorothy and Witch -- CAMERA TRUCKS forward on them - Witch speaks
to Dorothy -- CAMERA TRUCKS as Witch hurries to b.g. --

				WITCH
		Ohhh!  Which is more than you will!  Drat
		you and your dog!  You've been more trouble
		to me than you're worth, one way or another
		--  but it'll soon be over now!

MCS -- Witch picks up huge hour glass -- turns it over -- speaks --

				WITCH
		Do you see that?  That's how much longer
		you've got to be alive!  And it isn't....

CU -- Dorothy crying --

				WITCH o.s.
		...long, my pretty!  It isn't long!

CS -- Witch looks o.s. -- speaks -- CAMERA PANS as she runs to b.g. --

				WITCH
		I can't wait forever to get those shoes!

CU -- Dorothy crying -- exits left --

MS -- Dorothy -- CAMERA PANS her left -- she crosses -- looks at hour
glass --

CU -- Hour Glass-

							LAP DISSOLVE TO:

ELS - Toto jumping down rocky edge of mountains - (Toto barking)

							LAP DISSOLVE TO:

MLS - Toto runs forward - looks o.s. - barks - exits left f.g. -

MS -- Ext. Haunted Forest -- the Lion and the Tin Man put the Scarecrow
back together -- they speak -- then react, look off to right as they hear
Toto barking o.s.

				TIN MAN
		There. Now, that's the best we can do
		without any pins.

				LION
		Yeah --

				SCARECROW
		Oh, don't worry about me. I'm all right. We
		must worry about Dorothy.

				TIN MAN
		But how can we find her? We don't even know
		where she is. Look! There's....

LS -- Toto comes running forward through forest -- CAMERA PANS him left to
the Tin Man, Lion and Scarecrow --

				TIN MAN o.s.
		...Toto!  Where's he come from?

CU -- Toto barks at the three o.s. in f.g. --

CS -- Lion, Scarecrow and Tin Man react, speak --

				SCARECROW
		Why, don't you see?  He's come to take
		us....

MLS -- The Tin Man, Scarecrow and Lion react, rise -- Toto barks, leads
them as they run down trail to right b.g. -- CAMERA PANS with them --

				SCARECROW
		...to Dorothy!

				TIN MAN
		Oh --

				SCARECROW
		Come on, fellows!

							LAP DISSOLVE TO:

Int. Tower Room -- Close on the hour glass on the table -- CAMERA PULLS
back to reveal Dorothy standing by the table as she watches the sand run
through the glass -- she looks about desperately --

							LAP DISSOLVE TO:

ELS -- The Tin Man, Scarecrow and Lion making their way over rocky
hillside -- Toto barks as he waits for them

							LAP DISSOLVE TO:

CU -- Toto makes his way over top of the rocks -- barks -- exits out to
right --

MS -- The Lion, Tin Man and Scarecrow struggling up the rocks -- the Tin
Man slips --

ELS -- The Tin Man slips off the side of the rocks -- hangs to the Lion's
tail to keep from falling -- the Scarecrow tries to help him --

				LION
		Oh -- Oh -- Oh -- I....

MS -- the Tin Man hanging to Lion's tail -- they speak -- Scarecrow tries
to get up to help them both --

				LION
		...I -- I -- I hope my strength holds out.

				TIN MAN
		I hope your tail holds out. Oh --

							LAP DISSOLVE TO:

CU - The Hour Glass - more sand in the bottom -

MCS - In. Tower Room - Dorothy watching the hour glass - CAMERA PANS with
her as she runs to the door, tries it - then runs to another door - finds
that locked, also - CAMERA TRUCKS forward slightly as she sobs, then turns
and comes slowly forward as the CAMERA PULLS back to left with her - she
begins to sing - CAMERA PANS her right as she sits, sobbing, by the
crystal of the Witch -

				DOROTHY
			(sings)
		Someday, I'll wake and rub my eyes
		And in that land beyond the skies
		You'll find me ----

CU -- Toto makes his way over the top of the rocks and exits out to right
-- The Lion's head appears, followed by that of the Tin Man and Scarecrow
-- they look o.s. to f.g. -- Lion points, speaks --

				LION
		What's that?  What's that?

MCU -- Tin Man, Lion and Scarecrow peering over the rocks, they speak --
Lion reacts as he watches down o.s. to f.g. --

				SCARECROW o.s.
		That's the castle of the Wicked Witch!
		Dorothy's in that awful place!

				TIN MAN
		Oh, I hate to think of her in there.  We've
		got to get her out.
			(cries)

				SCARECROW
		Don't cry now.  We haven't got the oil-can
		with us and you've been squeaking enough as
		it is.

				LION
		Who's them?  Who's them?

ELS -- The Witch's Winkies marching about in the Castle Courtyard --

MCU -- Tin Man, Lion and Scarecrow peering over the rocks -- they speak --
the Lion tries to turn back, but others grab him, push him forward --

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

				LION
		Fine.  He's got a plan

				SCARECROW
		And you're going to lead us.

				LION
		Yeah. Me?

				SCARECROW
		Yes, you.

				LION
		I -- I -- I -- I -- gotta get her outta
		there?

				SCARECROW
		That's right.

				LION
		All right, I'll go in there for Dorothy --
		Wicked Witch or no Wicked Witch -- guards
		or no guards -- I'll tear 'em apart.
			(growls)
		I may not come out alive, but I'm going in
		there.  There's only one thing I want you
		fellows to do.

				SCARECROW AND TIN MAN
		What's that?

				LION
		Talk me out of it.

				TIN MAN
		No, you don't.

				SCARECROW
		Oh, no!

				LION
		No?  Now, wait a minute.

				TIN MAN
		You don't neither --

				SCARECROW
		Up!

				LION
		Now...

							LAP DISSOLVE TO:

CU -- Hour glass --

CS -- Int. Tower Room -- Dorothy sobbing against the Witch's throne -- she
cries out -- CAMERA PULLS back to right to enter the crystal -- Auntie
Em's image appears as she calls for Dorothy -- Dorothy reacts, looks into
the crystal -- Auntie Em fades out and the Witch fades in -- she mocks
Dorothy -- CAMERA TRUCKS forward to CU of Witch, then UP TO LEFT to
Dorothy as she draws away from the crystal -- sobs --

				DOROTHY
		I'm frightened, I'm frightened, Auntie Em
		-- I'm frightened!

				AUNTIE EM
		Dorothy -- Dorothy -- where are you?  It's
		me -- it's Auntie Em.  We're trying to find
		you.  Where are you?

				DOROTHY
		I -- I'm here in Oz, Auntie Em.  I'm locked
		up in the Witch's castle....and I'm trying
		to get home to you, Auntie Em!  Oh, Auntie
		Em, don't go away!  I'm frightened!  Come
		back!  Come back!

				WITCH
		Auntie Em -- Auntie Em -- come back!  I'll
		give you Auntie Em, my pretty!
			(laughs)

							LAP DISSOLVE TO:

MS -- Lion, Scarecrow and Tin Man and Lion moving along among the rocks --
they stop -- CAMERA STARTS forward --

CU -- Toto barks --

MCS -- Scarecrow quiets Toto -- then CAMERA PANS up over the Scarecrow,
Lion and Tin Man as three Winkie Guards appear over the rocks in b.g. --
CAMERA BOOMS back as they start forward toward the three, who are
whispering together --

				SCARECROW
		Sssh -- Toto -- be quiet -- (etc.)

MCS -- Scarecrow, Lion and Tin Man whispering together -- the Lion looks
around, sees the Winkies in back of them -- CAMERA BOOMS back as the Lion
tries to speak -- but is speechless with fright -- the Guards jump
forward, seize the three and they disappear behind the rocks -- legs and
arms seen as they fight --

CU -- Hour Glass --

MLS- Int. Tower Room -- Dorothy trying to open one of the doors -- CAMERA
TRUCKS forward --

MCS -- Tin Man, Scarecrow and Lion enter up from behind the rocks -- all
are dressed in Winkie Guard uniforms - they speak -

				SCARECROW
		Whew! That wasn't my plan - but something
		happened, didn't it?

				TIN MAN
		You put up a great fight, Lion.

				SCARECROW
		Yeah --

				TIN MAN
		I don't know what we'd have done without
		you.

				LION
		Hah. I - I must have bitten you a couple of
		times.

MLS -- Winkie Guards marching about in the Castle courtyard --

MCS -- Lion, Tin Man and Scarecrow watching from the rocks -- they speak --
come forward behind the rocks as the CAMERA TRUCKS back with them --

				SCARECROW
		Come on -- I've got another idea.

				LION
		Do -- do you think it'll be polite --
		dropping in like this?

				TIN MAN
		Come on -- come on.

LS -- The Winkies marching into the castle -- the Tin Man, Lion and
Scarecrow join the end of the line, the Lion in the rear -- as they march
toward the castle, the Lion has trouble keeping his tail under the uniform
-- CAMERA TRUCKS forward as they enter the castle, Toto following -- the
drawbridge is pulled up --

LS - Int. Entrance Hall of Castle - camera shooting down from high set-up
as the Winkies march into the hall - CAMERA BOOMS down on the file to
Scarecrow, the Tin Man, and the Lion, who are at the end of the file

CU - Hour Glass -

MCS - Int. Tower Room - Dorothy seated on steps near the crystal - she
sobs -

Int. Hallway -- LS -- The Lion, Scarecrow and Tin Man duck back into a
recess in the wall -- the rest of the Winkies continue on to exit --

				TIN MAN
		Where do we go now?

				LION
		Yeah.

CS -- Toto barking on steps -- he turns, starts up them

CS -- Lion, Tin Man and Scarecrow -- Scarecrow points o.s., speaks -- he
exits --

				SCARECROW
		There!

LS -- Toto runs up the stairs from the hall as the Lion, Scarecrow and Tin
Man run forward from b.g. and start up the stairs after Toto --

Upper Hallway -- LS -- Toto runs in from left -- CAMERA PANS right
slightly as he runs to door and starts to scratch at it -- the three
rescuers enter -- CAMERA TRUCKS forward as they speak --

				SCARECROW
		Wait!  We'd better make sure.  Dorothy, are
		you in there?

MS -- Int. Tower Room -- Dorothy standing by window -- she reacts to
hearing Lion o.s. -- CAMERA PANS, TRUCKS with her as she runs to the door
-- yells --

				LION o.s.
		It's us!

				DOROTHY
		Yes, it's me!  She's locked me in!

MCS - Dorothy at door - she speaks to the others o.s. -

				DOROTHY
		Oh, I knew you'd get here in time!

MCS -- Int. Hallway -- The Lion speaks to Scarecrow and Tin Man as they
move excitedly about --

				LION
		Listen, fellows.  It's her. We gotta get
		her out! Open this door!

CS - Int. Tower Room - Dorothy standing by door - she reacts as she hears
the three outside the door -

				LION o.s.
		Open the door! Open....

MCS - The three outside the door push about madly - then stop their
efforts at the door as the Scarecrow and Tie Man bawl out the Lion - he
pouts -

				LION
		...the door! Open the door! Open the door!
		Open the door! Open the door!

				TIN MAN
		Don't push!

				SCARECROW
		Stop pushing!

				LION
		Oh - I was only trying to help. Ohhh!

CS -- Int. Tower Room -- Dorothy at door -- she pleads to the three on the
outside -- looks o.s. to hour glass --

				DOROTHY
		Oh, hurry -- please hurry!

CU -- Hour Glass -- very little sand left in the top --

				DOROTHY o.s.
		The hour glass is almost emp-....

CS -- Dorothy at door -- She speaks to those on other side --

				DOROTHY
		...ty!

				TIN MAN o.s.
		Stand back!

MS - Int. Hallway - The Lion, Tin Man and Scarecrow remove their Winkie
outfits - Tin Man starts to chop in the door -

CS -- Int. Room -- Dorothy steps back from the door as it is chopped in --
CAMERA PANS right --

MS -- Int. Hallway -- The Tin Man chopping the door down

MCS -- Int. Room -- Dorothy anxiously watching -- she looks at the hour
glass o.s. --

CU -- Hour glass -- not much sand remaining --

MCS -- Dorothy reacts --

MLS - Int. Hallway - Scarecrow and Lion in f.g. watch as the Tin Man
breaks the door in -

MCS -- Int. Room -- Dorothy reacts, rushes to left -- CAMERA PANS --

MLS -- Int. Hallway -- Dorothy rushes out the door of room -- greets the
Tin Man, Lion, Scarecrow and Toto -- CAMERA TRUCKS forward -- they rush
out to left -- PAN left --

				DOROTHY
		Oh -- Oh -- Oh!  Toto -- Toto!

				LION
		Did they hurtcha?

				DOROTHY
		Lion, darling -- I knew you'd come!

				TIN MAN
		Dorothy!

				DOROTHY
		I knew you would!

				SCARECROW
		Hurry -- we've got no time to lose!

Int. Entrance Hall -- camera shooting up from side of stairs -- LS --
Dorothy, Lion, Tin Man, and Scarecrow enter at top of stairs -- CAMERA
PANS with them as they run down the stairs -- they rush toward the
entrance, but the huge doors swing shut in front of them --

MS -- The Four hammer at the door -- then react, turn and look up to right
f.g. as the Witch speaks o.s. -- CAMERA TRUCKS forward --

				DOROTHY
		Oh!

				WITCH o.s.
		Going so soon?  I wouldn't....

CS -- Witch and Nikko looking down from the top of stairs --

				WITCH
		...hear of it.  Why, my little par-....

MCS -- Scarecrow, Tin Man, Dorothy and the Lion by the door --

				WITCH o.s.
		...ty's just beginning!

MLS -- Witch and Nikko at top of stairs -- she laughs -- CAMERA PANS down
to reveal the Winkies rushing into the entrance hall --

MCS -- Scarecrow, Tin Man, Dorothy and Lion huddled by door -- the Lion
speaks --

				LION
		Trapped!  Trapped like mice -- er -- rats!

MLS - The Winkies advancing -

MCS - The Four huddled by door - Tin Man speaks to Lion, who tries to
roar -

				TIN MAN
		Go ahead - do something! Roar! Roar!

MCS - The Winkie Guards advance with a menacing roar -

MCS - The Four huddled against door - the Lion reacts, speaks -

				LION
		What good'll it do us?

ELS -- Shooting down from the top of the hall, past the Witch on landing
in f.g. to the Winkies advancing to the four huddled against the door --
the Winkies roar --

CS -- Witch and Nikko looking down from the top of stairs -- she yells
down to her Winkies --

				WITCH
		That's right. Don't hurt them right away.
		We'll let....

MCU - Dorothy backed against the door - Toto in her arms - tears flowing
down her cheeks -

				WITCH o.s.
		...them think about it a little, first!

MS -- The Winkies growl as they shove out their spears

CU -- Toto in Dorothy's arms -- he growls at the Winkies o.s. --

CU -- Scarecrow looks up o.s. --

				WITCH o.s.
		How does it feel....

MS -- What the Scarecrow sees:  CAMERA PANS up along the rope that holds
the huge candelabra up over the hall --

				WITCH o.s.
		...my little visitor?

CU -- Scarecrow looking about up o.s. -- CAMERA PANS, PULLS back as he
steps over to where the rope is fastened to the wall --

				WITCH o.s.
		Can you imagine what I'm going to do to you?

MCS -- The Witch picks up the hour glass -- hurls it down o.s. as she
laughs --

ELS -- Full shot of the entrance hall as the hour glass crashes to the
floor below -- bursts into a cloud of flame and smoke --

				LION o.s.
		Here we go, boys!

MCS- The Scarecrow seizes the Tin Man's axe and chops the candelabra rope
with it --

				DOROTHY
		Oh!

ELS -- High angle from above the candelabra as the huge chandelier crashes
down on the Winkies below --

				DOROTHY
		Oh!

CS -- The Witch screams down to her Winkies --

				WITCH
		Seize....

MLS -- Shooting past the Winkies in the f.g. as they struggle under the
candelabra to the Scarecrow, Lion, Tin Man and Dorothy as they run out of
hall -- CAMERA PANS left --

				WITCH o.s.
		...them!  Stop them, you fools!

MLS -- The Witch rushes forward down the stairs -- yells at her Winkies --
CAMERA PANS her down the stairs, then she leads the Winkies out of the
hall --

				WITCH
		They've gotten away! Stop them! Stop them!

Int. Corridor -- as the Witch and Winkies pass out of shot, Dorothy and
her friends peer out from behind a recess, then run back into the hall as
they exit left

LS - The four rush back into the hall - CAMERA TRUCKS back to left - they
look about - the Scarecrow speaks -

				SCARECROW
		It's no use trying the doors again! Which
		room is it?

MLS - The Winkies running back through the corridor -

MLS - Dorothy, Scarecrow, Lion, Tin Man react as they hear the Winkies
approaching - CAMERA PANS left as they start up the stairs -

				LION
		They're coming back!

				DOROTHY
		Ohhh!

				SCARECROW
		Oh - upstairs, quickly!

				TIN MAN
		Go on!

MLS -- The Witch comes running back into the hall -- her Winkies right
behind her -- she gives them orders -- the Guards separate --

				WITCH
		There they go!  Ah -- now we've got them!
		Half you go that way -- half you go that
		way!

ELS -- camera shooting up to the Lion, Tin Man and Scarecrow just
disappearing at the top of stairs --

				WITCH o.s.
		Hurry!  Hurry!  Go!

MLS - The Witch hits her Guards with her broomstick in an effort to speed
them up - CAMERA PANS left slightly as they rush up the stairs -

				WITCH
		Go! Go! (etc.)

ELS -- Ext. Battlements -- Scarecrow, Dorothy, Lion and Tin Man run down
the steps from the tower in the b.g. -- they run along the battlement to
exit left --

LS -- The Foursome running forward along battlement -- they stop -- yell --
then CAMERA BOOMS right with them as they run along toward second tower --
they stop, Dorothy screams --

				LION
		Where -- where do we go now?

				SCARECROW
		This way!  Come on!

ELS -- A Group of Winkies coming out of the tower at the head of steps in
b.g. -- they roar menacingly --

LS -- Scarecrow, Tin Man, Lion and Dorothy run along battlement to left as
CAMERA BOOMS with them --

LS -- The other group of Winkies appears in the other tower -- they mumble
-- charge forward --

LS -- One Group of Winkies charges down the steps in the f.g. as we see
the other group come forward along the battlement in b.g. -- CAMERA BOOMS
to left --

LS -- In. Hall -- Scarecrow, Dorothy, Tin Man and the Lion rush down the
hall to b.g. -- are confronted by Winkies -- Dorothy screams -- more
Winkies rush in from left f.g., trapping the four --

MCS -- The Four -- they react as they look o.s. to f.g. -- Dorothy screams
-- they turn, run back --

LS -- In. Tower -- The Four run to left as Winkies pour in from right --
to other Winkies enter from left -- Dorothy screams as they are captured --
CAMERA PANS right as they back up against the table in f.g. -- Winkies
surround them --

MLS -- The Witch enters in b.g. -- comes forward to her Winkies in f.g. --
CAMERA PULLS back as she comes up to Scarecrow, Dorothy and the Tin Man --
she speaks to them --

				WITCH
		Well -- ring around the rosy -- a pocket
		full of spears! Thought you'd be pretty
		foxy, didn't you? Well, I'm going to start
		in on you right here - one after the other!

CS -- Tin Man, Dorothy and Scarecrow -- Lion hiding behind the Tin Man --
all tremble with fear --

				WITCH o.s.
		And the last to go will see the first three
		go before her!  And your mangy little dog,
		too!

MCU -- Witch smiles as she looks up o.s. -- CAMERA PANS up as she holds
her broom up to the torch on wall --

CS -- The Four react with fear --

MCU -- The broomstick catches fire -- CAMERA PANS down to the Witch as she
lowers it -- speaks --

				WITCH
		How about a little fire, Scarecrow?

CS -- Lion, Tin Man, Dorothy and Scarecrow -- all react as the broom is
thrust into the scene and catches the Scarecrow's arm on fire -- he
shouts, Dorothy screams -- Dorothy picks up a bucket as the CAMERA PULLS
back, throws the water on Scarecrow --

				SCARECROW
		No -- No -- No -- No!

				DOROTHY
		Ohh!  OHH!  OHH!

				SCARECROW
		Help! I'm burning!  I'm burning!  I'm
		burning!  Help! Help! Help!

MS -- Dorothy throwing water at Scarecrow -- some of it hits the Witch in
the face -- Tin Man standing at left with the Lion --

				SCARECROW
		Help!

MCU -- The water hits the Witch in the face --

MS -- The Witch screams as the water hits her -- Tin Man, Lion, Dorothy
and Scarecrow look at her --

MLS -- The Lion, Tin Man, Dorothy and Scarecrow watch the Witch as she
screams and melts away -- camera shooting past Winkies in the f.g. -- the
Witch curses as she disappears, finally only her cloak and hat remain on
the floor -- her voice fades away --

				WITCH
		Ohhh -- you cursed brat!  Look what you've
		done!  I'm melting!  Melting!  Oh -- what a
		world -- what a world! Who would have
		thought a good little girl like you could
		destroy my beautiful wickedness!?  Ohhh!
		Look out!  Look out!  I'm going.  Ohhhh!
		Ohhhhhh....

CS -- Lion, Tin Man, Dorothy and Scarecrow looking down o.s. amazed --

CS -- Shooting down to the Witch's cloak and hat smoldering on the floor --
Toto enters from left and sniffs at them -- CAMERA PULLS back slightly as
Nikko enters, growls --

CS -- Leader of Winkies speaks to the Four o.s. in f.g. -- other Winkies
in b.g. --

				LEADER
		She's....she's....dead!  You've killed her!

CS -- Lion, Tin Man, Dorothy and Scarecrow react -- Dorothy speaks, points
to the Scarecrow --

				DOROTHY
		I -- I didn't mean to kill her....really I
		didn't! It's...it's just that he was on
		fire!

MLS -- The Four standing in front of the Winkies -- the Leader turns to
the others and speaks -- the Winkies kneel as they hail Dorothy --

				LEADER
		Hail to Dorothy!  The Wicked Witch is dead!

				WINKIES
		Hail!  Hail to Dorothy -- The Wicked Witch
		is dead!

CS - Dorothy, with Tin Man, Lion and Scarecrow in back of her - she
speaks -

				DOROTHY
		You mean, you're...you're all happy about
		it?

CS - The Leader raises up his head - speaks to Dorothy o.s. in f.g. -
other Winkies in back of him -

				LEADER
		Very happy - now she won't be able to hit
		us with a broom....

CS - Dorothy, with Lion, Tin Man and Scarecrow in back of her - Dorothy
turns to the Tin Man -

				LEADER o.s.
		...anymore!

				DOROTHY
		The broom!

MLS -- The Leader gives the broom to Dorothy as the Scarecrow, Lion and
Tin Man react with joy -- CAMERA TRUCKS forward as Dorothy speaks to them
-- the Winkies speak -- they sing - Dorothy and her friends dance about,
then exit out to b.g. -

				DOROTHY
		May we have it?

				LEADER
		Please!  And take it with you!

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

				LEADER
		The Wicked Witch is dead!

				ALL
		The Wicked Witch is dead! The Wicked Witch
		  is dead!
		Hail - Hail - the Witch is dead.
		Which old Witch? - the Wicked Witch.
		Hail - Hail - the Wicked Witch is dead.
		Hail - Hail - the Witch is dead
		Which old Witch? - the Wicked Witch....

							LAP DISSOLVE TO:

ELS - In Emerald City - Streets are thronged with people - the procession
enters from b.g., led by a band -

				ALL
			(sing)
		Hail - hail - the Wicked Witch is dead!

MLS - The Band marching along the crowded streets - they turn, exit out to
left f.g. -

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

ELS - The Procession comes forward through the crowded streets -
surrounded by flower girls are Dorothy, the Tin Man, Lion and Scarecrow -
the Scarecrow is carrying the Witch's broomstick -

				ALL
			(sing)
		Wake up, you sleepy head
		Rub your eyes
		Get out of bed
		Wake up, the Wicked Witch is dead!

MS - CAMERA TRUCKS back with the Tin Man, Lion, Dorothy and the Scarecrow
as they come forward through the singing crowds - they wave, smile, etc. -

				ALL
			(sing)
		She's gone where the Goblins go
		Below -- below -- below!
		Yo ho, let's open....

LS - The Procession passes girls lined up in front of the palace - the
four pass along in front of them at left - all wave greetings -

				ALL
			(sing)
		...up and sing
		And ring the bells out.
		Ding Dong! The merry-oh
		Sing it high
		Sing it....

ELS - Full shot of the area in front of Palace - the Procession files
around in it to the right -

				ALL
			(sing)
		...low.
		Let them know
		The Wicked Witch is dead!
		Ding Dong! The Witch is dead.
		Which old....

ELS - CAMERA BOOMS back to left with the Procession as it comes forward -

				ALL
			(sing)
		...witch?
		The Wicked Witch
		Ding Dong! The Wicked Witch is dead!

ELS - CAMERA PANS right with the Procession as it marches toward the
palace - CAMERA BOOMS around to one of the huge crystals as the Tin Man,
Dorothy, Scarecrow and Lion enter through the palace gates -

				ALL
			(sing)
		Wake up, you sleepy head.
		Rub your eyes -
		Get out of bed.
		Wake up, the Wicked Witch is dead.
		She's gone where the Goblins go -
		Below - below - below.
		No ho, let's open up and sing
		And ring the bells out.
		Ding Dong! The merry-oh
		Sing it high --

							LAP DISSOLVE TO:

Int. Throne room -- LS -- Throne -- Oz's voice booms out as the CAMERA
PULLS back to reveal the Scarecrow, Dorothy, Lion and Tin Man standing in
front of it --

				OZ'S VOICE
		Can I believe my eyes?  Why....

MLS -- The Four trembling with fear -- CAMERA PULLS back as Dorothy comes
forward with the broomstick and places it on the steps to throne -- she
speaks --

				OZ'S VOICE
		...have you come back?

				DOROTHY
		Please, sir.  We've done what you told us.
		We've brought you the broomstick of the
		Wicked Witch of the West.  We melted her.

				OZ'S VOICE
		Oh ....

MLS -- Throne --

				OZ'S VOICE
		...you liquidated her, eh?  Very....

MS -- Dorothy smiling, with the Tin Man, Lion and the Scarecrow in back of
her also looking pleased -- she speaks -- they react as Oz speaks --

				OZ'S VOICE
		...resourceful!

				DOROTHY
		Yes, sir.  So we'd like you to keep your
		promise to us, if you please, sir.

				OZ'S VOICE
		Not so fast!  Not....

MLS -- Throne --

				OZ'S VOICE
		...so fast!  I'll have to give the matter a
		little thought.  Go away and come back
		tomorrow!

MS -- Dorothy, with her three friends behind her -- she reacts, speaks --
the Tin Man and the Lion put in a word for her --

				DOROTHY
		Tomorrow?  Oh, but I want to go home now.

				TIN MAN
		You've had plenty of time already!

				LION
		Yeah!

MLS -- Throne --

				OZ'S VOICE
		Do not arouse the wrath....

MCU -- Toto at Dorothy's feet -- CAMERA PANS right with him as he runs to
a curtain that hangs near the throne steps --

				OZ'S VOICE
		...of the Great and Powerful Oz!  I said --
		come back tomorrow!

MS -- The Four -- Dorothy speaks as she looks o.s. to right f.g. -- CAMERA
PULLS back to right to enter the curtain where Toto ran in the b.g. -- it
shakes as Toto starts to pull it back --

				DOROTHY
		If you were really great and powerful,
		you'd keep your promises!

				OZ'S VOICE
		Do you presume to criticize the....

MLS -- Toto pulls back the curtain to reveal the Wizard at the controls of
the throne apparatus -- his back to the camera

				OZ'S VOICE
		...Great Oz?  You ungrateful creatures!

MLS -- The Four react with fear -- Scarecrow looks o.s. to right -- points
for Dorothy --

				OZ'S VOICE
		Think yourselves lucky that I'm....

LS -- Shooting past the Four at left to the Wizard at the controls of the
throne apparatus -- the Four react as they see him after Dorothy calls
their attention to him --

				OZ'S VOICE
		...giving you audience tomorrow, instead
		of....

MS -- The Wizard at the controls -- his back to camera -- he speaks into
the microphone -- he turns, looks o.s. to f.g. and sees that the curtain
is gone -- reacts and turns back to the controls --

				OZ'S VOICE
		...twenty years from now.  Oh -- oh  oh!
		The Great Oz has spoken!  Oh -- Oh ---....

LS -- Shooting past the Four at left to the Wizard as he pulls back the
curtain --

				OZ'S VOICE
		... Oh .... Oh ....

MS - The Wizard peers out from behind the curtain -

MS - Tin Man, Lion, Dorothy and Scarecrow react as they look at the Wizard
o.s. to right - Dorothy speaks

				DOROTHY
		Who are you?

MCU - The Wizard peering out from curtain - he ducks back out of sight and
his voice booms out again -

				OZ'S VOICE
		Oh - I - Pay no....

LS -- Shooting past the Four at left to the Curtain in b.g. -- Dorothy
goes over to it and starts to pull it aside --

				OZ'S VOICE
		...attention to that man behind the curtain.
		Go - before I lose my temper! The Great and
		Powerful ---....

MCS -- Dorothy pulls back the curtain to reveal the Wizard at the controls
-- he reacts as he sees Dorothy -- Dorothy questions him -- the Wizard
starts to speak into the microphone -- then turns weakly back to Dorothy --
CAMERA PULLS back slightly as the Lion, Scarecrow and Tin Man enter and
stand behind Dorothy --

				OZ'S VOICE
		... -- Oz -- has spoken!

				DOROTHY
		Who are you?

				OZ'S VOICE
		Well, I -- I -- I am the Great and Powerful
		-- Wizard of Oz.

				DOROTHY
		You are?

				WIZARD
		Uhhhh -- yes...

				DOROTHY
		I don't believe you!

				WIZARD
		No, I'm afraid it's true. There's no other
		Wizard except me.

MCS -- Dorothy and her three friends react -- Camera shooting past the
Wizard at left -- the Scarecrow and Lion speak angrily --

				SCARECROW
		You humbug!

				LION
		Yeah!

CS -- Wizard -- shooting past Dorothy, the Lion and Scarecrow -- the
Wizard speaks --

				WIZARD
		Yes-s-s -- that...that's exactly so.  I'm
		a humbug!

				DOROTHY
		Oh ....

MCU -- Dorothy -- Tin Man and Scarecrow behind her --

				DOROTHY
		...you're a very bad man!

MCU -- The Wizard reacts, speaks humbly --

				WIZARD
		Oh, no, my dear -- I'm -- I'm a very good
		man. I'm just a very bad Wizard.

MCU - Scarecrow and Dorothy - Scarecrow threatens the Wizard o.s. -

				SCARECROW
		You'd better be good enough to send Dorothy
		back to Kansas!

CS - Wizard - shooting past Lion, Dorothy and Scarecrow in f.g. -

				WIZARD
		Uh - now, please don't be angry with me.
		I'll - I'll do anything you say, only...
		only if you don't shout at me. It makes me
		nervous!

				SCARECROW
		It makes you nervous?

				WIZARD
		Yes.

MCS -- Tin Man, Scarecrow, Dorothy and Lion -- shooting past the Wizard in
left f.g.

				SCARECROW
		What about us?

				WIZARD
		Well, I --

				SCARECROW
		What about the heart that you promised Tin
		Man --?

				WIZARD
		Well, I --

				SCARECROW
		-- And the courage that you promised
		Cowardly Lion?

				WIZARD
		Well, I --

				TIN MAN AND LION
		And Scarecrow's brain?

CS - Wizard - shooting past Lion, Dorothy and Scarecrow in f.g. -

				WIZARD
		Well,  I-- but you've got them. You've had
		them all the...

MCS- Tin Man, Scarecrow, Dorothy and Lion - shooting past the Wizard in
left f.g. - the four react, speak together - the Scarecrow moves around to
the Wizard -

				WIZARD
		...time!

				ALL TOGETHER
		Oh, no we haven't!

				TIN MAN
		You don't get around us that easy!

				LION
		Not nohow!

				WIZARD
		Well --

				SCARECROW
		You promised us real things -- a real...

CS - Wizard - shooting past the Scarecrow at right - the Wizard reacts to
their demands - starts to speak -

				SCARECROW
		...brain!

				TIN MAN o.s.
		A real heart!

				LION
		Real courage. That's what we want.

				WIZARD
		You do? boys, you're aiming low. You not
		only surprise, but you grieve me.

MS -- The Wizard speaks to Tin Man, Dorothy, Lion and the Scarecrow -- the
Wizard becomes eloquent -- steps closer to the Scarecrow --

				WIZARD
		Why, anybody can have a brain.  That's a
		very mediocre commodity.  Every pusillanimous
		creature that crawls on the earth -- or
		slinks through slimy seas has a brain!

MCU -- Wizard -- shooting past the Scarecrow at right --

				WIZARD
		From the rock-bound coast of Maine to the
		Sun.... oh - oh, no -- -- ah - Well, be
		that as it may. Back where I come from we
		have universities, seats of great learning
		-- where men go to become great thinkers.
		And when they come out, they think deep
		thoughts -- and with no more brains than
		you have.... But!  They have one thing you
		haven't got!  A diploma!

MS -- The Wizard reaches back and obtains several diplomas -- selecting
one and presents it to the Scarecrow as Dorothy, Tin Man and the Lion look
on --

				WIZARD
		Therefore, by virtue of the authority
		vested in me by the Universitatus
		Committeeatum e plurbis unum, I hereby
		confer upon you the honorary degree of Th.D.

				SCARECROW
		Th.D.?

MCU -- Wizard -- shooting past the Scarecrow at right --

				WIZARD
		Yeah -- that...that's Dr. of Thinkology!

CU -- The Scarecrow recites the Pythagoras Theorem -- reacts with joy --

				SCARECROW
		The sum of the square roots of any two
		sides of an isosceles triangle is equal to
		the square root of the remaining side.  Oh
		joy, rapture!  I've got a brain!

MCS -- Wizard, Scarecrow, Dorothy, Tin Man and Lion -- the Scarecrow
thanks the Wizard -- Wizard takes the Lion and leads him forward -- CAMERA
TRUCKS back and PANS right -- the others follow -- the Wizard pauses on
the throne steps -- opens a door and takes out a black bag -- takes a
medal from the bag --

				SCARECROW
		How can I ever thank you enough?

				WIZARD
		Well, you can't.  As for you, my fine
		friend -- you're a victim of disorganized
		thinking.  You are under the unfortunate
		delusion that simply because you run away
		from danger, you have no courage.  You're
		confusing courage with wisdom.  Back where
		I come from, we have men who are called
		heroes.  Once a year, they take their
		fortitude out of mothballs and parade it
		down the main street of the city.  And they
		have no more courage than you have.  But!
		They have one thing that you haven't got!
		A medal!  Therefore -- for meritorious....

MCU -- Lion -- shooting past the Wizard in the f.g. as he presents the
medal to the beaming Lion --

				WIZARD
		...conduct, extraordinary valor, conspicuous
		bravery against wicked witches, I award you
		the Triple Cross.

MS -- Scarecrow, Tin Man and Dorothy watching as the Wizard presents the
medal to the Lion --

				WIZARD
		You are now a member of the Legion of
		Courage!

MCU -- The Wizard leans forward and kisses the Lion -- the Lion reacts,
speaks --

				LION
		Oh -- Oh -- shucks, folks, I'm speechless!

MS -- Dorothy, Tin Man, Scarecrow watch the Lion as he beams with joy over
his new medal -- the Wizard turns to the Tin Man -- speaks to him --

				WIZARD
		As for you, my galvanized friend, you want
		a heart! You don't know how lucky you are
		not to have one. Hearts will never be
		practical until they can be made
		unbreakable. I could have been a world
		figure, a power among men, a - a successful
		wizard, had I not been obstructed by a heart.

				TIN MAN
		But I still want one.

				WIZARD
		Yes -- ....

MCU -- Wizard -- shooting past the Tin Man in left f.g.

				WIZARD
		...back where I come from there are men who
		do nothing all day but good deeds.  They
		are called phil...er -- er -- phil -- er,
		yes...good-deed-doers.  And their hearts
		are no bigger than yours.  But!  They have
		one thing you haven't got!  A testimonial!

MCS -- The Tin Man waits as the Wizard bends down and gets a heart-shaped
watch from his black bag -- CAMERA TRUCKS forward slightly as he presents
it to the Tin Man as Dorothy, Lion and Scarecrow look on --

				WIZARD
		Therefore, in consideration of your
		kindness, I take pleasure at this time in
		presenting you with a small token of our
		esteem and affection.  And remember, my
		sentimental friend....

MCU -- Wizard -- shooting past the Tin Man in left f.g.

				WIZARD
		...that a heart is not judged by how much
		you love, but by how much you are loved by
		others.

CS -- Tin Man -- shooting past the Wizard in right -- Dorothy standing at
left -- the Tin Man listens to his watch, then holds it up to Dorothy's
ear --

				TIN MAN
		Ahh --- Oh, it ticks!  Listen!

				DOROTHY
		Yes...!

MS -- Scarecrow, Lion, Dorothy react as the Tin Man shows them the watch --
the Wizard smiles as he watches them -- Lion points to his medal --

				DOROTHY
		...yes.

				TIN MAN
		Look -- it ticks!

				LION
		Read...read what my medal says.

INSERT -- CU of the Medal on the Lion's chest -- reads COURAGE --

				LION
		Courage!...

MS -- Int. Throne Room -- Scarecrow, Dorothy, The Wizard and Tin Man
admire the Lion's medal -- then they ask about Dorothy's request --

				LION
		...Ain't it the truth!  Ain't it the truth!

				DOROTHY
		Oh -- oh -- they're all wonderful.

				SCARECROW
		Hey -- what about Dorothy?

				TIN MAN
		Yes -- how about Dorothy?

				LION
		Yeah.

				WIZARD
		Ah --

				LION
		Dorothy next!

				WIZARD
		Yes. Dorothy -- ah -- Dor --

CU -- Dorothy --

				DOROTHY
		Oh, I don't think there's anything in that
		black bag for me.

MCU - The Wizard protests - mumbles as he starts to look into the bag -

				WIZARD
		Well, no - no -- on the contrary, on
		the ---- ....

MS -- The Wizard rummages through the bag as Dorothy and the others look
on -- he finds nothing, so he speaks encouragingly of what he'll do -
CAMERA TRUCKS forward slightly -

				WIZARD
		...I -- ah -- on the contr -- -- Here --
		Well, you force me into a cataclysmic
		decision.  The only way to get Dorothy back
		to Kansas is for me to take her there myself!

CU -- Dorothy reacts, speaks --

				DOROTHY
		Oh, will you?  Could you? Oh -- but are you
		a clever enough Wizard....

MCU -- The Wizard --

				DOROTHY o.s.
		...to manage it?

				WIZARD
		Child -- you cut me to the quick! I'm an
		old Kansas man myself...born and....

CU -- Dorothy is pleased -- looks about at the others --

				WIZARD o.s.
		...bred in the heart of the western
		wilderness -- Premier balloonist par....

MS -- Scarecrow, Dorothy, Lion and Tin Man listening to the Wizard --

				WIZARD
		...excellence to the Miracle Wonderland
		Carnival Company -- until one day, while
		performing spectacular feats of stratospheric
		skill never before attempted by civilized
		man, an unfortunate phenomena occurred.
		The balloon failed to return to the fair.

				LION
		It did?

MCU - The Wizard -

				WIZARD
		Yes. There was I, floating through space --
		a man without a continent!

CU -- Dorothy --

				DOROTHY
		Weren't you frightened?

MS -- Scarecrow, Dorothy, Wizard, Tin Man and Lion on the steps near the
throne -- the Wizard speaks as they come forward -- CAMERA PULLS back to
left as they come forward to door -- they pause -- then again come forward
to the doorway -- all react to the Wizard's announcement --

				WIZARD
		Frightened?  You are talking to a man who
		has laughed in the face of death -- sneered
		at doom and chuckled at catastrophe.  I was
		petrified.  Then suddenly the wind changed,
		and the balloon floated down into the heart
		of this noble city, where I was instantly
		acclaimed Oz, the First Wizard de Luxe!

				DOROTHY
		Ohhh!

				WIZARD
		Times being what they were, I accepted the
		job, -- retaining my balloon against the
		advent of a quick get-away.
			(laughs)
		And in that balloon, my dear Dorothy, you
		and I will return to the land of E Pluribus
		Unum!

							LAP DISSOLVE TO:

Ext. Public Square, Emerald City -- LS -- The Wizard and Dorothy in the
basket of balloon -- Tin Man, Scarecrow and Lion standing on platform with
them -- people of Oz grouped about them -- the Wizard speaks to them as
the CAMERA MOVES forward -- the people cheer --

				WIZARD
		Good people of Oz, this is positively the
		finest exhibition ever to be shown --
			(stammers)
		-- yes -- well -- be that as it may -- I,
		your Wizard par ardua ad alta, am about to
		embark upon a hazardous and technically
		unexplainable journey into the outer
		stratosphere.

MCS -- Wizard and Dorothy in the basket -- the Wizard speaks to the crowd
o.s. -- CAMERA PANS to left to enter the Tin Man and Scarecrow, then PANS
right as the Wizard points to the Lion --

				WIZARD
		To confer, converse, and otherwise hob-nob
		with my brother wizards.  And I hereby
		decree that until what time -- if any --
		that I return, the Scarecrow, by virtue of
		his highly superior brains, shall rule in
		my stead...assisted by the Tin Man, by
		virtue of his magnificent heart...and the
		Lion -- by virtue of his courage! Obey them
		as you would me! And - ah - well, that's all.

CU -- Toto in Dorothy's arms -- he barks at something o.s. -- People cheer
o.s.

				WIZARD o.s.
		Thank you.

MCU -- Oz woman with a cat in her arms --

MCU -- Toto barking in Dorothy's arms --

MCS -- Dorothy in basket of balloon -- Toto jumps from her arms -- she
reacts, starts to climb out --

MLS -- Tin Man, Scarecrow and Lion on platform -- Wizard in the basket of
balloon -- Dorothy climbs out -- yells

				DOROTHY
		Oh, come back here!  Toto!

MCS -- Dorothy by the side of the basket -- she speaks to the Wizard, then
runs down from the platform -- Lion and Scarecrow seen --

				DOROTHY
		Come back! Oh, don't go without me! I'll be
		right back!  Toto!

MLS -- Wizard on balloon platform -- Scarecrow, Lion and Tin Man standing
by -- The Wizard protests as the balloon starts to rise --

				TIN MAN
		Stop that dog!

				WIZARD
		This is a highly irregular procedure! This
		is absolutely unprecedented!

				TIN MAN
		Oh!  Help me! The balloon's going up!

ELS -- The Wizard rises slowly in the basket of balloon as the Oz people
watch -- Scarecrow and Tin Man try to hold the balloon down -- Dorothy
runs up on the platform, the Lion following -- she yells to the Wizard --
he shouts back -- the Oz people wave goodbye -- the balloon exits to left
f.g. --

				WIZARD
		-- Ruined my exit!

				TIN MAN
		Help!

				DOROTHY
		Oh!  Come back!  Don't go without me!
		Please come back!

				WIZARD
		I can't come back!  I don't know how it
		works!

				DOROTHY
		Oh --

				WIZARD
		Goodbye, folks!

				OZ PEOPLE
		Goodbye!  Goodbye!

MCS -- Tin Man, Scarecrow and Lion grouped about Dorothy -- she speaks --
they ask her to stay with them -- then the Scarecrow reacts, points up
o.s. --

				DOROTHY
		Oh, now I'll never get home!

				LION
		Stay with us, then, Dorothy.  We all love
		you.  We don't want you to go.

				DOROTHY
		Oh, that's very kind of you -- but this
		could never be like Kansas.  Auntie Em must
		have stopped wondering what happened to me
		by now.  Oh, Scarecrow, what am I going to
		do?

				SCARECROW
		Look -- here's someone who can help you!

MS -- A group of Oz men react as they look up o.s. -- they bow out of the
scene -- suddenly Glinda appears in the scene -- CAMERA TRUCKS back to
left over heads of the bowing Oz people as she moves down the steps and up
onto the platform to Dorothy, Tin Man, Lion and Scarecrow --

CS -- Dorothy, Glinda and Scarecrow on the platform -- Dorothy speaks with
Glinda -- CAMERA PULLS back to enter Tin Man and Lion -- Tin Man speaks --

				DOROTHY
		Oh, will you help me?  Can you help me?

				GLINDA
		You don't need to be helped any longer.
		You've always had the power to go back to
		Kansas.

				DOROTHY
		I have?

				SCARECROW
		Then why didn't you tell her before?

				GLINDA
		Because she wouldn't have believed me. She
		had to learn it for herself.

				TIN MAN
		What have you learned, Dorothy?

MCU -- Dorothy -- Lion behind her -- she speaks --

				DOROTHY
		Well, I -- I think that it -- that it
		wasn't enough just to want to see Uncle
		Henry and Auntie Em -- and it's that -- if
		I ever go looking for my heart's desire
		again, I won't look any further than my own
		backyard.  Because if it isn't there, I
		never really lost it to begin with!  Is
		that right?

MCS -- Tin Man, Dorothy, Glinda, Scarecrow and Lion on platform -- they
speak -- Glinda points down to Dorothy's slippers --

				GLINDA
		That's all it is!

				SCARECROW
		But that's so easy!  I should have thought
		of it for you.

				TIN MAN
		I should have felt it in my heart.

				GLINDA
		No.  She had to find it out for herself.
		Now, those magic slippers will take you
		home in two seconds!

				DOROTHY
		Oh....

CS -- Dorothy and Glinda -- Scarecrow in b.g. -- Dorothy reacts, speaks --
turns about -- begins to cry as she realizes she will lose her three
friends -- CAMERA PANS her left to Tin Man -- she wipes his tears away --
gives him his oil can and then kisses him -- then CAMERA TRUCKS forward
slightly as she says goodbye to the Lion -- PANS right slightly as she
turns to the Scarecrow -- hugs him -- then steps back to Glinda as CAMERA
PANS slightly --

				DOROTHY
		...Toto, too?

				GLINDA
		Toto, too.

				DOROTHY
		Oh, now?

				GLINDA
		Whenever you wish.

				DOROTHY
		Oh, dear -- that's too wonderful to be true!
		Oh, it's -- it's going to be so hard to say
		goodbye.  I love you all, too.  Goodbye, Tin
		Man.  Oh, don't cry.  You'll rust so
		dreadfully.  Here -- here's your oil-can.
		Goodbye.

				TIN MAN
		Now I know I've got a heart -- 'cause it's
		breaking.

				DOROTHY
		Oh --  Goodbye, Lion.  You know, I know it
		isn't right, but I'm going to miss the way
		you used to holler for help before you found
		your courage.

				LION
		Well -- I would never've found it if it
		hadn't been for you.

				DOROTHY
		I think I'll miss you most of all.

				GLINDA
		Are you ready now?

				DOROTHY
		Yes.  Say goodbye, Toto.

MS -- Dorothy waves Toto's paw at the Tin Man, Lion and Scarecrow -- then
speaks to Glinda -- Glinda instructs her --

				DOROTHY
		Yes, I'm ready now.

				GLINDA
		Then close your eyes, and tap your heels
		together three times.

MCU -- Dorothy's heels as she clicks them together three times --

MCU -- Dorothy and Glinda -- Glinda instructs her -- waves her wand --
Dorothy closes her eyes -- CAMERA TRUCKS in to a big CU of Dorothy -- she
speaks -- the scene darkens behind her --

				GLINDA
		And think to yourself -- "There's no place
		like home; there's no place like home;
		there's no place like home."

				DOROTHY
		There's no place like home.  There's no
		place like home.  There's no place like
		home.  There's no place like home.

							LAP DISSOLVE TO:

ELS - The Munchkins waving goodbye from the gates of the Munchkin Village -

				DOROTHY o.s.
		There's no place like...

CS - The Witch laughing -

				DOROTHY o.s.
		...home. There's no place....

MCS - The Wizard at the control panel in the Throne Room - he turns, looks
o.s. to f.g. - reacts - pulls the curtain -

				DOROTHY o.s.
		...like home. There's no place like home.

MS - Glinda leading the Munchkins in a dance - Munchkins in the b.g. -

				DOROTHY o.s.
		There's no place like home.

MCU - Lion growling -

MS - The Tin Man breaking in the door of the Witch's Tower Room -

				DOROTHY o.s.
		There's no place like home.

MS - Hickory's Wind Machine on the Gale farm -

				DOROTHY o.s.
		There's no place like home.

CS - Horse looking out from stall -

CS - Cow - CAMERA PANS slightly -

MCS - Chickens moving about -

CS - Auntie Em offers forward a plate of crullers -

							LAP DISSOLVE TO:

CU -- Dorothy lying on pillow -- she mumbles -- Aunt Em's hands enter --
put cloth on Dorothy's head --

				DOROTHY
			(mumbling)
		-- there's no place like home -- there's no
		place like home --

				AUNT EM o.s.
		Dorothy - Dorothy! It's me -- Aunt Em.

CS -- Dorothy lying on bed -- mumbling -- she opens her eyes -- looks
around room -- CAMERA TRUCKS back showing Aunt Em seated on edge of bed --
Uncle Henry standing by -- Professor Marvel enters at window -- speaks --
Dorothy reacts -- looks at him --

				AUNT EM o.s.
		Wake up, honey.

				DOROTHY
		-- no place like home -- there's no place
		like home -- no place --

				AUNT EM
		Dorothy.  Dorothy, dear. It's Aunt Em,
		darling.

				DOROTHY
		Oh, Auntie Em -- it's you!

				AUNT EM
		Yes, darling.

				PROFESSOR MARVEL
		Hello, there!  Anybody home?  I -- I just
		dropped by because I heard the little girl
		got caught in the big -- Well....

MCU -- Dorothy -- Camera shooting down past Aunt Em at right --

				PROFESSOR MARVEL o.s.
		...she seems all right now.

				UNCLE HENRY o.s.
		Yeah.

MS -- Dorothy lying in bed -- Aunt Em seated by her -- Uncle Henry
standing by -- Professor at window -- Dorothy raises up on her elbow --
speaks -- Aunt Em puts her back on pillow -- then rises and exits -- Hunk
-- Hickory and Zeke enter -- kneel beside bed -- CAMERA TRUCKS forward --
they speak to Dorothy -- CAMERA PULLS back as Zeke and others exit right --
Aunt Em re-enters -- sits by Dorothy -- holds her head(hand) -- CAMERA
TRUCKS back -- Zeke and others standing at right --

				UNCLE HENRY
		She got quite a bump on the head -- we kinda
		thought there for a minute she was going to
		leave us.

				PROFESSOR
		Oh --

				DOROTHY
		But I did leave you, Uncle Henry -- that's
		just the trouble.  And I tried to get back
		for days and days.

				AUNT EM
		There, there, lie quiet now.  You just had
		a bad dream.

				DOROTHY
		No --

				HUNK
		Sure -- remember me -- your old pal, Hunk?

				HICKORY
		And me -- Hickory?

				ZEKE
		You couldn't forget my face, could you?

				DOROTHY
		No.  But it wasn't a dream -- it was a place.
		And you -- and you -- and you -- and you were
		there.

				PROFESSOR
		Oh --
			(others laugh)

				DOROTHY
		But you couldn't have been, could you?

				AUNT EM
		Oh, we dream lots of silly things when we --

				DOROTHY
		No, Aunt Em -- this was a real, truly live
		place.  And I remember that some of it
		wasn't very nice....

MCU -- Dorothy -- Camera shooting down past Aunt Em --

				DOROTHY
		...but most of it was beautiful.  But just
		the same, all I kept saying to everybody
		was, I want to go home. And they sent me
		home.

MLS -- Dorothy lying in bed -- Aunt Em sitting by her -- Professor at
window -- Uncle Henry -- Zeke -- Hunk and Hickory standing by -- they
laugh -- Toto jumps up on to bed -- Dorothy takes Toto in her arms --

				DOROTHY
		Doesn't anybody believe me?

				UNCLE HENRY
		Of course we believe you, Dorothy.

				DOROTHY
		Oh, but anyway, Toto, we're home!

MCU -- Dorothy holding Toto in her arms -- Camera shooting past Aunt Em at
right f.g. --  Dorothy looks around room -- speaks -- tears come to her
eyes -- Aunt Em rises -- puts her arm around Dorothy -

				DOROTHY
		Home!  And this is my room -- and you're
		all here!  And I'm not going to leave here
		ever, ever again, because I love you all!
		And -- Oh, Auntie Em -- there's no place
		like home!

								FADE OUT:

			FADE IN -- THE END -- FADE OUT