The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
South Park
Stargate SG-1
Lost
The 4400

Movie Software
Download YouTube videos
DVD to iPod
DVD to Zune
DVD to PSP
iPod to PC
DVD Ripper

Save the seals

Latest Comments
Platoon10/10
Sixth Sense, The10/10
All About Eve10/10
Collateral9/10
Big Fish10/10

Movie Chat



ALL SCRIPTS


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!