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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 (CONT'D)
          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 (CONT'D)
          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 --


                                                     (CONTINUED)

                                                                 2.
CONTINUED:


                       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?


                                                        (CONTINUED)

                                                             3.
CONTINUED: (2)


                    HUNK
          Take it easy.

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

                    HUNK (CONT'D)
          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.


                                                    (CONTINUED)

                                                              4.
CONTINUED: (3)


                    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!

                                                     (CONTINUED)

                                                               5.
CONTINUED: (4)


                    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 (CONT'D)
          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 --




                                                      (CONTINUED)

                                                              6.
CONTINUED: (5)


                    DOROTHY (CONT'D)
          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 (CONT'D)
          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 --




                                                     (CONTINUED)

                                                              7.
CONTINUED: (6)


                    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.



                                                     (CONTINUED)

                                                              8.
CONTINUED: (7)


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 (CONT'D)
          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 (CONT'D)
              (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 (CONT'D)
              (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....




                                                     (CONTINUED)

                                                             9.
CONTINUED: (8)


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 (CONT'D)
          ... 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 (CONT'D)
          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?



                                                    (CONTINUED)

                                                            10.
CONTINUED: (9)


                    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!

                                                    (CONTINUED)

                                                               11.
CONTINUED: (10)


                     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!
                    (MORE)


                                                       (CONTINUED)

                                                               12.
CONTINUED: (11)
                      DOROTHY (CONT'D)
            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 (CONT'D)
            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?



                                                       (CONTINUED)

                                                                 13.
CONTINUED:


                          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 (CONT'D)
             ...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 (CONT'D)
             Oh, yes - you - you wanted to go home,
             huh?

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

                          PROFESSOR
             Oh --


                                                         (CONTINUED)

                                                            14.
CONTINUED: (2)


                    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 (CONT'D)
          ...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 (CONT'D)
          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....

                                                    (CONTINUED)

                                                             15.
CONTINUED: (3)


INSERT -- CU -- photograph of Dorothy and Aunt Em --
PROFESSOR o.s. ...reaching out into the.... MCU -- Professor
looks at photograph --

                    PROFESSOR (CONT'D)
          ...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 (CONT'D)
          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 (CONT'D)
          ...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 (CONT'D)
          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 (CONT'D)
          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 (CONT'D)
          ...she's wearing a polka-dot dress....

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

                                                     (CONTINUED)

                                                             16.
CONTINUED: (4)


                    PROFESSOR (CONT'D)
          ...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 -



                                                     (CONTINUED)

                                                             17.
CONTINUED: (5)


                    PROFESSOR
          Well, she's - she's going into a little
          bed.... CU - Dorothy - Camera shooting
          past Professor -

                       PROFESSOR (CONT'D)
          ...room --

                    DOROTHY
          Has it poppies on the wall.... MCU -
          Professor - Camera shooting past Dorothy

                       DOROTHY (CONT'D)
          ...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 (CONT'D)
          ...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 (CONT'D)
          ...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....



                                                     (CONTINUED)

                                                             18.
CONTINUED: (6)


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 (CONT'D)
          ...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 (CONT'D)
          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 --




                                                     (CONTINUED)

                                                             19.
CONTINUED: (7)


                    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!

                                                     (CONTINUED)

                                                             20.
CONTINUED: (8)


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 (CONT'D)
          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 (CONT'D)
          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.




                                                     (CONTINUED)

                                                             21.
CONTINUED: (9)

-- 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 (CONT'D)
          Toto -- I've a feeling we're not in
          Kansas anymore.

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

                    DOROTHY (CONT'D)
          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 (CONT'D)
          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.


                                                    (CONTINUED)

                                                            22.
CONTINUED: (10)


                     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 (CONT'D)
          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 (CONT'D)
          ...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 --




                                                    (CONTINUED)

                                                             23.
CONTINUED: (11)


                    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 (CONT'D)
          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 (CONT'D)
              (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 (CONT'D)
              (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.

                                                     (CONTINUED)

                                                              24.
CONTINUED: (12)


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 (CONT'D)
              (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 --

                                                      (CONTINUED)

                                                               25.
CONTINUED: (13)


                       MUNCHKINS (CONT'D)
              (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 (CONT'D)
              (sing)
          ...The Wicked....

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

                       MUNCHKINS (CONT'D)
              (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   --

                                                    (CONTINUED)

                                                          26.
CONTINUED:


                        MUNCHKINS (CONT'D)
                 (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 (CONT'D)
                 (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

                                                               27.



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 (CONT'D)
          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 (CONT'D)
              (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!

                                                       (CONTINUED)

                                                                28.
CONTINUED:

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 (CONT'D)
                 (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

                                                        (CONTINUED)

                                                          29.
CONTINUED: (2)


                    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!



                                                  (CONTINUED)

                                                             30.
CONTINUED: (3)


                    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 (CONT'D)
          ...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 (CONT'D)
          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 (CONT'D)
          The ruby slippers! What have you done
          with them? Give them back to me, or I'll -
          --


                                                     (CONTINUED)

                                                             31.
CONTINUED: (4)


                    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....



                                                     (CONTINUED)

                                                            32.
CONTINUED: (5)


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?


                                                    (CONTINUED)

                                                             33.
CONTINUED: (6)


                    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.


                                                     (CONTINUED)

                                                                34.
CONTINUED: (7)


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. --


                                                        (CONTINUED)

                                                             35.
CONTINUED: (8)


                    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....


                                                     (CONTINUED)

                                                               36.
CONTINUED: (9)


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.

                                                       (CONTINUED)

                                                            37.
CONTINUED: (10)


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....


                                                    (CONTINUED)

                                                               38.
CONTINUED: (11)


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!



                                                       (CONTINUED)

                                                             39.
CONTINUED: (12)


                    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 --

                                                     (CONTINUED)

                                                             40.
CONTINUED: (13)


                    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!




                                                     (CONTINUED)

                                                          41.
CONTINUED: (14)


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.




                                                  (CONTINUED)

                                                             42.
CONTINUED: (15)

- 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.




                                                     (CONTINUED)

                                                            43.
CONTINUED: (16)


                    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.



                                                    (CONTINUED)

                                                             44.
CONTINUED: (17)


                    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. --

                                                     (CONTINUED)

                                                             45.
CONTINUED: (18)


                    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.




                                                     (CONTINUED)

                                                               46.
CONTINUED: (19)


                    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....



                                                       (CONTINUED)

                                                          47.
CONTINUED: (20)


                    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...




                                                  (CONTINUED)

                                                          48.
CONTINUED: (21)


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.

                                                             49.



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...!


                                                    (CONTINUED)

                                                               50.
CONTINUED:


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.


                                                       (CONTINUED)

                                                             51.
CONTINUED: (2)


                    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?


                                                     (CONTINUED)

                                                             52.
CONTINUED: (3)


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.


                                                     (CONTINUED)

                                                                53.
CONTINUED: (4)


                        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.


                                                        (CONTINUED)

                                                              54.
CONTINUED: (5)


                     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!

                                                      (CONTINUED)

                                                             55.
CONTINUED: (6)


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 --

                                                     (CONTINUED)

                                                             56.
CONTINUED: (7)


                       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!




                                                  (CONTINUED)

                                                                  57.
CONTINUED:


                       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 --


                                                          (CONTINUED)

                                                             58.
CONTINUED: (2)


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. --




                                                     (CONTINUED)

                                                             59.
CONTINUED: (3)


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 --


                                                    (CONTINUED)

                                                             60.
CONTINUED: (4)


                    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.

                                                     (CONTINUED)

                                                             61.
CONTINUED: (5)


                    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 --

                                                     (CONTINUED)

                                                            62.
CONTINUED: (6)


                     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
--


                                                    (CONTINUED)

                                                             63.
CONTINUED: (7)


                    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 --

                                                    (CONTINUED)

                                                                 64.
CONTINUED: (8)


                       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!




                                                         (CONTINUED)

                                                              65.
CONTINUED: (9)


                    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!




                                                      (CONTINUED)

                                                            66.
CONTINUED: (10)


                    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?




                                                    (CONTINUED)

                                                             67.
CONTINUED: (11)


                    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 --




                                                    (CONTINUED)

                                                             68.
CONTINUED: (12)


                     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!

                                                             69.



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 --

                                                     (CONTINUED)

                                                                70.
CONTINUED:


                       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!


                                                        (CONTINUED)

                                                               71.
CONTINUED: (2)


                      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 --


                                                       (CONTINUED)

                                                               72.
CONTINUED:


                        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!



                                                       (CONTINUED)

                                                             73.
CONTINUED: (2)


                     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!


                                                     (CONTINUED)

                                                             74.
CONTINUED: (3)


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!

                                                     (CONTINUED)

                                                             75.
CONTINUED: (4)


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 -



                                                     (CONTINUED)

                                                            76.
CONTINUED: (5)


                    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 --

                                                    (CONTINUED)

                                                                77.
CONTINUED:


                       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!....


                                                        (CONTINUED)

                                                             78.
CONTINUED: (2)


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!

                                                    (CONTINUED)

                                                             79.
CONTINUED: (3)


                    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!



                                                     (CONTINUED)

                                                             80.
CONTINUED: (4)


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?



                                                     (CONTINUED)

                                                             81.
CONTINUED: (5)


                    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.




                                                     (CONTINUED)

                                                             82.
CONTINUED: (6)


                    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 -

                                                     (CONTINUED)

                                                             83.
CONTINUED: (7)


                    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,


                                                     (CONTINUED)

                                                            84.
CONTINUED: (8)


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!

                                                    (CONTINUED)

                                                             85.
CONTINUED: (9)


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!


                                                     (CONTINUED)

                                                                86.
CONTINUED:


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 --



                                                        (CONTINUED)

                                                              87.
CONTINUED: (2)


                      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

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.


                                                      (CONTINUED)

                                                               88.
CONTINUED:

-- 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 --


                                                       (CONTINUED)

                                                               89.
CONTINUED: (2)


                      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!
                      (MORE)
                                                       (CONTINUED)

                                                             90.
CONTINUED: (3)
                    WITCH (CONT'D)
          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.

                                                     (CONTINUED)

                                                             91.
CONTINUED: (4)


                    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?


                                                     (CONTINUED)

                                                          92.
CONTINUED: (5)


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!




                                                  (CONTINUED)

                                                             93.
CONTINUED:


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?




                                                     (CONTINUED)

                                                             94.
CONTINUED: (2)


                    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!
                    (MORE)
                                                     (CONTINUED)

                                                              95.
CONTINUED: (3)
                    WITCH (CONT'D)
          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?




                                                      (CONTINUED)

                                                            96.
CONTINUED: (4)


                    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!
                    (MORE)
                                                    (CONTINUED)

                                                               97.
CONTINUED: (5)
                    WITCH (CONT'D)
          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 --

                                                       (CONTINUED)

                                                             98.
CONTINUED: (6)


                    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:


                                                  (CONTINUED)

                                                           99.
CONTINUED: (7)


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



                                                   (CONTINUED)

                                                           100.
CONTINUED: (8)


                    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:



                                                    (CONTINUED)

                                                              101.
CONTINUED:


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 -


                                                       (CONTINUED)

                                                            102.
CONTINUED: (2)


                    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.


                                                     (CONTINUED)

                                                           103.
CONTINUED: (3)


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!


                                                    (CONTINUED)

                                                         104.
CONTINUED: (4)


                    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!




                                                  (CONTINUED)

                                                           105.
CONTINUED: (5)


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!

                                                   (CONTINUED)

                                                          106.
CONTINUED: (6)

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?




                                                  (CONTINUED)

                                                           107.
CONTINUED: (7)


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.




                                                  (CONTINUED)

                                                              108.
CONTINUED: (8)

-- 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!

                                                       (CONTINUED)

                                                           109.
CONTINUED: (9)


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!




                                                    (CONTINUED)

                                                          110.
CONTINUED: (10)


                    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.




                                                   (CONTINUED)

                                                            111.
CONTINUED: (11)

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.

                                                     (CONTINUED)

                                                           112.
CONTINUED: (12)


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....


                                                    (CONTINUED)

                                                           113.
CONTINUED: (13)


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!


                                                    (CONTINUED)

                                                            114.
CONTINUED: (14)


                    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....


                                                     (CONTINUED)

                                                          115.
CONTINUED: (15)


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 --




                                                   (CONTINUED)

                                                            116.
CONTINUED: (16)


                    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 --?



                                                     (CONTINUED)

                                                            117.
CONTINUED: (17)


                       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.



                                                     (CONTINUED)

                                                               118.
CONTINUED:


                       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 --




                                                        (CONTINUED)

                                                            119.
CONTINUED: (2)


                    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!

                                                   (CONTINUED)

                                                            120.
CONTINUED: (3)


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 --

                                                     (CONTINUED)

                                                            121.
CONTINUED: (4)


                    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!




                                                   (CONTINUED)

                                                            122.
CONTINUED: (5)


                     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.


                                                     (CONTINUED)

                                                         123.
CONTINUED: (6)


                     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)
                    (MORE)
                                                  (CONTINUED)

                                                            124.
CONTINUED: (7)
                    WIZARD (CONT'D)
          -- 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!



                                                     (CONTINUED)

                                                              125.
CONTINUED: (8)


                      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!


                                                       (CONTINUED)

                                                            126.
CONTINUED: (9)


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.


                                                     (CONTINUED)

                                                           127.
CONTINUED: (10)


                    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.

                                                    (CONTINUED)

                                                            128.
CONTINUED: (11)


                    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.




                                                     (CONTINUED)

                                                            129.
CONTINUED: (12)

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 --




                                                     (CONTINUED)

                                                            130.
CONTINUED: (13)


                    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 --


                                                     (CONTINUED)

                                                          131.
CONTINUED: (14)


                    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


Wizard of Oz, The



Writers :   Noel Langley  Florence Ryerson  Edgar Allen Woolf
Genres :   Adventure  Family  Fantasy  Musical


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