View source for Old V6.1 Script

“THE TIN WOODMAN OF OZ”
based on the novel by
L. Frank Baum
Version 6.1
February 20, 2006

ACT I

SEQUENCE 1_01 – “OPENING”

FADE IN:

1_01_01
EXT. WINKIE COUNTRY OF OZ - SUNSET

Spread out on the rolling hills and manicured valleys is a WINKIE VILLAGE.

1_01_02
A herd of spotted cows graze in a lush meadow.  A sleepy FARMER moves past in a CART piled high with HAY and drawn by an OSTRICH.

Ad lib mutters and asides from the various FOLK present.

1_01_03
		WOOT (OS)
	‘Bye Momma!

WOOT’S MAMA is a plump, appealing, apple-cheeked little woman in an apron, her hair tied up in a bun.  She waves, smiling, after her OS son.

1_01_04

WOOT doffs his cap jauntily.  HE waves, then looks around – spots a battered shovel leaning against the shack that they call home.

1_01_12
WOOT grabs the shovel, jumps on, and bounces down the dusty road.

1_01_10
WOOT’S bouncing scatters indignant neighbors.

1_01_09
RABBIT pops out of a carrot patch as WOOT bounces past.  It watches, listens to the OS sounds of WOOT’S progress, wiggles its whiskers…

 
1_01_13
A startled COW looks up, eyes wide.

1_01_14
The COW attempts to walk away, increase its pace as WOOT’S OS bouncing grow nearer and nearer.  The COW begins a frantic walk.

1_01_15
WOOT flies through the air.

1_01_16
WOOT lands on the COW’S back.  The startled COW takes off.  WOOT clings to it: the wind whips through his hair and clothes; his eyes are closed in rapture.

1_01_17
WOOT stands on the back of the cow.

1_01_18
The CART is ahead.

1_01_19
WOOT leaps.

1_01_20
WOOT lands in the haystack in the back of the CART.  

1_01_21
The FARMER driving the CART looks back surprised at the CART’S jostling; see WOOT.  WOOT laughs delightedly.

		FARMER
000-1	Hey Woot.  What trouble are you going to get into today?

1_01_22
WOOT falls over in the hay.

1_01_23
WINKIES watch.

1_01_24
WOOT laughs.  He looks up... Rubs his hands together.

1_01_25
There’s a tree on the patch, a thick LIMB overhangs the road.  

 
1_01_26
WOOT leaps, grabs a hold of the LIMB, spins around it.

1_01_27
WOOT perches on the LIMB, wobbly.

1_01_28
The CART rumbles on its way.

1_01_29
WOOT wobbles on the LIMB, catches his balance, and waves to the CART.  The sound of the cart fades.  WOOT sighs, satisfied.  He glances around, and his eye’s caught by…

1_01_30
EXT. TIN CASTLE – SUNSET

It gleams in the setting sun.

1_01_30a
WOOT stares at the TIN CASTLE, fascinated.

WOOT jumps to the ground.

1_01_30c
WOOT sets off toward the TIN CASTLE.  RABBIT hops out of the brush, looks at WOOT a moment, then hops off after him.

1_01_32
WOOT and RABBIT continue toward the castle.

1_01_33
WOOT walks facing into the TIN CASTLE.  RABBIT follows.
 
SEQUENCE 1_02 – “BRIDGE” // last modified 3/12/06, 14b

1_02_01
EXT. WOODS – SUNSET

WOOT peers out from behind a tree trunk.  A moment later, RABBIT pops up on his head.  Both stare OS.

1_02_01a
DRAWBRIDGE

1_02_03
WOOT looks up, standing before a DRAWBRIDGE.

1_02_04
EXT. TIN CASTLE – SUNSET

The TIN CASTLE rises into the sky.

1_02_04a
WOOT crosses the DRAWBRIDGE.

1_02_05
WOOT stands before the door of the TIN CASTLE.

1_02_05a
WOOT reaches up to knock on the castle DOOR.  Hesitates.  The OS sound of the howling wind.  He taps on the door timidly: one, hesitates, two, three, hesitates.  He knocks harder: one, two, three.  He hesitates again.  

1_02_05b
The OS sound of eerie noises.  WOOT  looks frightened.

1_02_05c
WOOT knocks very quickly, and loud.  One, two, three, four, five, six, seven!!!

1_02_06
WOOT waits.  Suddenly, the sound of castle trumpets blaring.  The DOOR bursts open and blows WOOT backwards off his feet.  WOOT lands in a heap.  RABBIT too.

1_02_07
SERVANT appears in the doorway, dressed in a tin helmet and breastplate and a uniform covered with tiny tin disks.  He sparkles dazzlingly in the setting sun.  WOOT blinks up at him, shields his eyes.
 
		SERVANT
000	Yes?  May I help you... Sir?

1_02_08
WOOT stands up.
		
		WOOT
001	Yes.  I'm… Say… Who lives here?

1_02_09
SERVANT sniffs disdainfully, peers down his nose at WOOT.

SERVANT and WOOT wait on the other to do something or respond.

		WOOT
001-02	I said, who…

		SERVANT
001-03	I heard you.  Who, indeed!  Why, it's none other than His Most Regal Majesty, the most excellent and wonderful Emperor of the Winkies!

1_02_10
WOOT looks up at him blankly.

1_02_11
SERVANT sighs pointedly.
		
		SERVANT
002	The famous Tin Woodman of Oz.  Now if you don't mind…

1_02_12
		WOOT
003	A Tin Woodman?  How odd!
		
1_02_13
		SERVANT (insulted)
03-01	Odd?!?  Well… of all the impertinent…

SERVANT looms threateningly above WOOT, who shrinks back.  Then, with a disdainful sniff, SERVANT whisks back inside the doorway and slams the DOOR.  Echoes boom distantly for a moment as WOOT looks up at the DOOR.  

 
1_02_14
Suddenly, gears start to grind.  WOOT looks around, alarmed.  The DRAWBRIDGE starts to raise.

1_02_14a
WOOT panics, leaps at the DOOR and knocks furiously.

		WOOT (yelling)
003-02	I beg your pardon, good sir, I only meant…

1_02_14b
SERVANT opens the DOOR suddenly.  WOOT is knocked backwards and falls off of the end of the DRAWBRIDGE.  SERVANT looks around.  WOOT is nowhere to be seen, until SERVANT looks down.

1_02_14c
WOOT dangles from the end of the DRAWBRIDGE.

1_02_15
		SERVANT (rubbing chin)
004	Perhaps our Emperor is a bit... "odd" but he is a kind master and as honest and true as good tin can make him.

1_02_17
		WOOT (waving for help)
04-01	Oh, no, I…  I didn’t mean he was odd, I… Just… Oh…

1_02_18
SERVANT leans down to WOOT who hangs off the end of the DRAWBRIDGE.

		SERVANT
004-02	So we, who gladly serve him, overlook the fact that he is not like other people.

The last two words express his absolute dismissal of present company.  
		
		SERVANT
004-03	So, if you don't mind…

1_02_19
WOOT waves desperately at SERVANT to help him from his precarious position.

1_02_20
SERVANT looks down at WOOT.  With a sign, SERVANT reaches down and hauls WOOT up onto the drawbridge.  SERVANT glowers at WOOT.  
1_02_21
WOOT looks up at SERVANT: innocent, vulnerable.  SERVANT turns to go.

1_02_22		
		WOOT
005	May I see him?

SERVANT stops, turns, looks at WOOT.

1_02_23
		SERVANT
005-01	If you will excuse me…

SERVANT turns again to leave.

1_02_24
		WOOT
005-02	Wait… I… may… know something he needs?
 
SERVANT stops, turns.
		
1_02_25
SERVANT stops.
		SERVANT (wary)
005-04	Oh?  And what might that be?

1_02_26.
  		WOOT
05-05	Yes...  Well… This something… Uh… I have to tell him in person…

WOOT smiles weakly.

1_02_27
SERVANT looks at WOOT suspiciously for a moment longer. Squints.

1_02_27a
WOOT’S smile gets bigger.

1_02_27b
		SERVANT
006	Very well.  If you please, follow me.

1_02_27c
WOOT follows SERVANT into doorway.  DOOR slams shut behind them.

1_02_28
RABBIT is left outside looking after them.

1_02_30
INT. TIN CASTLE - CORRIDOR - SUNSET

1_02_31
WOOT follows SERVANT through GRAND CORRIDORS with beautifully-worked ornamental tin, under stately TIN ARCHWAYS, and through TIN ROOMS set with beautiful TIN FURNITURE.

1_02_32
(From behind) WOOT follows SERVANT through an archway.
 
SEQUENCE 1_03 – “THRONE”  // last modified 3/9/06, 13a, 47

1_03_01
SERVANT leads WOOT down steps into the THRONE ROOM.

1_03_01a		
WOOT looks around in wonder.  He stops, his eyes wide.

1_03_01b
INT. THRONE ROOM - SUNSET

It's a huge THROWN ROOM of ornate workmanship -- all in tin.  TIN WOODMAN sits on a glittering TIN THROWN juggling axes.  

Beside TIN WOODMAN’S throne is a CHAIR of woven straw.  In it sits SCARECROW as he works over a complex puzzle, his burlap brow furrowed in thought.

WOOT goggles up at them as he approaches the throne.  SERVANT clears his throat.  WOOT bows politely.
		
		WOOT
007	Oh, uh... I salute your Illustrious -- eh, Tin Majesty.

1_03_02
TIN WOODMAN seems to not take any notice while he juggles.

1_03_04a
SCARECROW glances over his spectacles, goes back to his puzzle.

1_03_04b
TIN WOODMAN finally looks over at WOOT, still distracted by his axe juggling. 		
		TIN WOODMAN
008	Oh… Ah, ah, ah…  You’re welcome…  Mmmm, Ah… Young man, welcome… Ah!  Ooh!  That’s it… Now I’ve…  

1_03_05
One of TIN WOODMAN’S spinning axes and flies outwards.

1_03_06
WOOT leaps up, terrified, as the axe embeds itself in a small settee in front of him.

		TIN WOODMAN
	Whoa!  Oops!  I… Ah… Eh… S-s-sit right there, and, uh…

1_03_06a
WOOT swallows nervously.

		WOOT
	T-thanks… Eh, g-good aim, sir… Eh. Uh…
 
1_03_06b
TIN WOODMAN shrugs his shoulders, then gestures grandly to a small tin settee at the foot of the throne.  WOOT sits down on it and the TIN WOODMAN smiles benevolently at him.  WOOT remembers to remove his hat.

1_03_07
SERVANT (enters shot) removes the axe from the settee.

		SERVANT (calmly)
	His Majesty is an expert woodman, young man.

1_03_07a
		TIN WOODMAN
Ah… Tell me.  Who are you?  And, uh, where are you from?

1_03_07b
		SCARECROW
	Do, tell.  		

1_03_08
SERVANT sits WOOT down on the settee as WOOT speaks.  (SERVANT withdraws OS).  WOOT is nervous.

		WOOT
009	If it please your majesty, I am Woot, and I've come through my travels to see you.

1_03_09
Scarecrow tips down his spectacles and looks WOOT over.
		
		SCARECROW
009-01	Hmm?  A traveler?  Very interesting...

1_03_10
		
		TIN WOODMAN
009-02	Eh?  Eh, uh, what is?
 
1_03_11
		SCARECROW
010	Well... to find someone in Oz who loves to travel, especially with all of the dangers and hardships about.

1_03_12 
CU SCARECROW winks because he can tell that the young boy is exaggerating the truth.

1_03_13
TIN WOODMAN notices the wink while SERVANT is handing his axe back, and acknowledges that he understands that Woot may simply be a young boy and not an adventurer.

		TIN WOODMAN
	Huh?  Oh… Oh, right!

1_03_13b
SCARECROW gives Woot the opportunity to tell whatever story it is he has come to tell.
 
		SCARECROW
	So tell me young Woot, what grand wonders have you encountered in your many travels?

1_03_14
WOOT has no story prepared to prove himself and adventurer.

		WOOT 
	Yes.  You see, I came to… Ah…

1_03_14a
SCARECROW regards WOOT with sage detachment.  

1_03_14b
WOOT becomes uncomfortable as the silence stretches out because he does not want to outright lie.

1_03_16
Oblivious to Woot’s predicament, TIN WOODMAN continues to juggle his axes with his feet.  The axes go awry and smash into some important-looking artifacts.

 
1_03_29
Embarrassed, TIN WOODMAN turns his attention back to WOOT.
		
		TIN WOODMAN
012	Well, I… I suppose in your travels that you have become very wise.

1_03_21
This gives WOOT an opportunity to break the silence and talk about something where he does not need to lie.
		
		WOOT
013	No, Sire...  In fact, the more I know, the less I 
	realize that I know.

1_03_28
SCARECROW puts his puzzle aside, regards WOOT.  He smiles.
		
		SCARECROW
014	Ah, yes.  Well, if it's any help... I've found that... learning is easy, young Woot.  Begin with is asking questions.
		
While speaking, SCARECROW pounces on the puzzle, delightedly rams a piece into position, slathers it with generous amounts of glue.  After finishing his speech, he nods with enormous satisfaction.

1_03_36
		WOOT
015	Oh, I do ask questions!  Constantly, Sire!  I've learned people don’t like having them asked.  

1_03_37
TIN WOODMAN waves this off, while balancing one axe in his hand, on which sits various pieces of court furniture.

		TIN WOODMAN
016	Well, personally, I make it a rule to answer any civil question that is asked of me!

1_03_39
SCARECROW, seeing the virtuoso juggling exhibition, applauds vigorously.

		SCARECROW
	Here, here!  Oh, I say… Here, here.
		
1_03_40
		TIN WOODMAN (proudly still juggling)
016-03	So, ask Woot.  Whatever you should wish to.

1_03_41
WOOT thinks about it.
		
		WOOT
018	Well, sir, if you wouldn't mind... I should very much like to know, sir, how did you become… you know, made of tin… and yet remain alive?

1_03_47
TIN WOODMAN is startled.  The axe he’s balancing on his head drops between his tin legs, a close call.  He gingerly picks the axe up.

		TIN WOODMAN
	Somebody… Eh, take this away form me… I decree that I’ve had enough practice for… Eh…

1_03_49
		TIN WOODMAN
019	That, I'm afraid, is a rather long story.

1_03_50
SCARECROW rolls his yes, close examines another puzzle piece.

		SCARECROW
	I’ll say…

1_03_51
WOOT looks from SCARECROW to TIN WOODMAN to SCARECROW.  
		
		WOOT
020	If it pleases your Majesty…

1_03_52
TIN WOODMAN leans back in his throne, crosses his legs.  His expression becomes dreamy.
		
		TIN WOODMAN
021	Well, then... I have not always been made of tin…

 
1_03_52a
WOOT'S surprised.  He shakes his head, settles in, his hands support his chin as he listens.

1_03_53
		TIN WOODMAN
021-01	Indeed, in the beginning I was flesh and bone and blood... just like you... and I lived in the Munchkin Country of Oz...
 
SEQUENCE 2_04 – “LOVE”

RIPPLE DISSOLVE:

1_04_01
INT. THRONE ROOM – SUNSET

		TIN WOODMAN
	I’m originally from the Gillikin country of Oz.

FADE TO:

1_04_02
EXT. MUNCHKIN COUNTY WOODS - DAY

NICK CHOPPER (TIN WOODMAN’S meat form) walks through the woods, axe over his shoulder, whistles happily.  He passes MUNCHKINS who call to him and wave.  He waves back.
		
		TIN WOODMAN (VO)
021-02	I was a woodchopper, and provided firewood with which the Munchkin

1_04_03
		TIN WOODMAN (VO)
	women would cook their meals while the children warmed themselves about the fires.

		TIN WOODMAN (VO)
021-03	My life was one of much content... 

1_04_04
INT. THRONE ROOM – SUNSET

WOOT stares up at TIN WOODMAN, enthralled.

		TIN WOODMAN
	until I fell in love... with a beautiful Munchkin girl who lived not far away.

1_04_05
		WOOT
	A Munchkin?

 
1_04_06
		TIN WOODMAN
	Ohhhh, yes.

TIN WOODMAN sits back on his THRONE, sighs…

		TIN WOODMAN
023	Nimmie Amee…

1_04_07
EXT. WITCH’S COTTAGE – DAY
		
NIMMIE AMEE, dressed in tatters, grimy from tending chimneys and cook-pots, but still beautiful.

		TIN WOODMAN (VO)
023-01	She was so pretty… that the sunsets blushed 

1_04_08
NICK peeks out from behind a gnarled tree, his face wreathed in a smile.

		TIN WOODMAN (VO)
	when their rays fell upon her… Ohhhh… 

1_04_09
NIMMEE AMEE plops a bucket down beside a well, and sinks down beside it, exhausted.

		TIN WOODMAN (VO)
	She was the most gorgeous creature I had ever laid eyes on.

1_04_10
The dark, foreboding WITCHES’ COTTAGE shutters hang askew, weeds choke the yard.  The fence is ancient and missing many of its slats.  VULTURES perch on the bare trees.

		TIN WOODMAN (VO)
023-02	She slaved from morning till night 

1_04_11
EXT. WOODS - DAY

NIMMIE AMEE struggles with a large axe.  She raises it shakily above her, but its weight pulls her backward to the ground.  

		TIN WOODMAN (VO)
	for an old Witch, 

1_04_12
NIMMIE AMEE starts to cry.

		TIN WOODMAN (VO)
	scrubbing and sweeping her hut and

1_04_13
NICK CHOPPER stands nearby, watching her.

		TIN WOODMAN (VO)
	cooking her meals and washing her dishes.

1_04_14
NIMMIE AMEE holds an axe to chop wood.

NICK CHOPPER holds out a hand.  

1_04_15
NIMMIE AMEE suddenly looks up.

		TIN WOODMAN (VO)
	In spite of it all,

1_04_16
NIMMIE AMEE (her face fully lit) shyly returns his smile.  

		TIN WOODMAN (VO)
	it was love at first sight… 

1_04_17
EXT. A MEADOW - DAY

NIMMIE AMEE and NICK CHOPPER dance in the knee high grass.

		TIN WOODMAN (VO)
	And, of course, we… Well, we thought it would go on forever…  

1_04_17a
EXT. WITCHES' COTTAGE - DAY

NIMMIE AMEE waves to NICK CHOPPER happily. He deposits an armload of wood, and hugs her.

Two malevolent YELLOW EYES watch through one of the grimy windows of the WITCH’S .  Something OS growls...

		TIN WOODMAN (VO)
	We were wrong.

1_04_18
Suddenly -- the WITCHES’ COTTAGE door bursts open -- a noxious WHIRLWIND erupts out of it.  NIMMIE AMEE screams – NICK CHOPPER, though frightened, pulls her to him protectively.

The maelstrom whirls and rages around them, accompanied by howls and shrieks.  NIMMIE AMEE hides her face against NICK CHOPPER.  
		
		TIN WOODMAN (VO)
023-04	The Witch commanded me 

1_04_19
		TIN WOODMAN (VO)
	to never to come near Nimmie Amee again…

1_04_20
INT. THRONE ROOM – SUNSET

		TIN WOODMAN
	But I told her I was my own master and would do as I pleased (shudders), 

1_04_21
TIN WOODMAN cringes.

		TIN WOODMAN
	not realizing that this was a careless way to speak to a Witch.

1_04_22
EXT. WOODS - DAY

NICK CHOPPER chops at a large, gnarled TREE.  An eerie yellow glow surrounds his axe while he is holding it over his head.
		
		TIN WOODMAN (VO)
023-05	The next day the Witch enchanted my axe...

 
1_04_23
NICK CHOPPER’S axe misses the TREE –

1_04_24
NICK CHOPPER howls in pain (silently).

		TIN WOODMAN (VO)
023-06	 And it cut off my leg.

1_04_27
INT. TIN CASTLE - THRONE ROOM - NIGHT

WOOT reacts, deeply affected.
		
		WOOT
024	How dreadful!

SCARECROW puts a hand on TIN WOODMAN'S shoulder.  After a moment TIN WOODMAN nods to him.
		
		TIN WOODMAN
025	A one-legged woodchopper is of little use.

1_04_29
TIN WOODMAN'S face hardens.
		
		TIN WOODMAN
025-01	But I would not allow the Witch to conquer me so easily.  

1_04_30
CUT TO:  KU-KLIP, dressed in a leather apron, standing in front of a fanciful array of tools, holds a pair of pliers, which he clicks.

		TIN WOODMAN (VO)
	I knew a very skillful mechanic

DISSOLVE TO:

1_04_31
EXT. TINSMITH'S WORKSHOP - DAY

		TIN WOODMAN (VO)
	at the other side of the forest...


1_04_32
INT. THRONE ROOM

WOOT looks up at TIN WOODMAN, enthralled.

		WOOT
026	He must have been a wonderful craftsman!

1_04_33
		TIN WOODMAN
027	He was, indeed.  He could make anything out of tin!  And I, foolishly thought, all was well...

1_04_33a
EXT. WOODS - DAY

NICK CHOPPER, his tin leg gleaming in the sun, chops wood.

1_04_35
EXT. WITCHES' COTTAGE - DAY

Two malevolent YELLOW EYES watch through one of the grimy windows of the WITCH’S .  Something OS growls...

1_04_36
EXT. WOODS - DAY

NICK CHOPPER howls in pain.

1_04_37			
All looks peaceful in the WOODS.  OS, the sound of wood being savagely chopped.

1_04_38
EXT. TINSMITH'S WORKSHOP - DAY

PAN:

TINSMITH’S WORKSHOP is part factory, part mill, part sophisticated toy factory.  WATERFALL provide power to huge WATERWHEELS…

... past tin automatons, including TIN ANIMALS...

... fanciful TIN STRUCTURES…

 
		TIN WOODMAN (VO)
027-02	Nimmie Amee found me.  She carried me to the tinsmith.

1_04_39
KU-KLIP selecting an assortment of tools.  He walks OS.

		TIN WOODMAN (VO)
027-03	There was, in the end... 

1_04_40
EXT. TINSMITH'S WORKSHOP – DAY

		TIN WOODMAN (VO)
	only one thing he could do...

The OS sound of hammering, drilling, etc.

1_04_41
EXT. WOODS - DAY

TIN WOODMAN chops methodically at a pile of firewood as KU-KLIP watches, beaming.
		
		TIN WOODMAN (VO)
027-04	In many ways... I was better than ever... my body did not ache or pain me... and I had no need for clothing... 
 
SEQUENCE 1_05 –“The Plan”

DISSOLVE TO:

1_05_01			
INT. THRONE ROOM - NIGHT

TIN WOODMAN leans back on his THRONE, quite proud of himself.

		TIN WOODMAN
	In fact, I only needed to be oiled and polished.

1_05_02
		WOOT (enthralled)
028	And did... did you marry Nimmie Amee?

Slowly, as TIN WOODMAN is thinking, he begins to look sad.  A single oily tear runs down his burnished cheek.  SCARECROW moves in with an oil-can, carefully oils the joints in TIN WOODMAN's throat.  TIN WOODMAN sighs.  He shakes his head.  His voice is barely audible.

1_05_03
		TIN WOODMAN
029	No.... 

WOOT looks at TIN WOODMAN with a great deal of concern.
		
1_05_04
		SCARECROW
029-01	What is wrong, my good friend?

TIN WOODMAN is still for a long time, not blinking, deep in thought.
		
1_05_05
		TIN WOODMAN
031	Ahh… I soon realized that…  When… When I was first made of tin, I had no heart, so I could not return Nimmie's love.

TIN WOODMAN looks up.  SCARECROW and WOOT look concerned.  

TIN WOODMAN pulls himself together with an effort.  He smiles fondly at SCARECROW.
		
1_05_05a
		TIN WOODMAN
031-01	Then… (wipes away a tear) Scarecrow and I met, and we went with Dorothy to the Emerald city, ... and the Wizard gave me a heart.

It almost seems as if he might cry, but he pushes back the feelings with an effort.
		
1_05_06
		TIN WOODMAN
031-02	I have not thought of  Nimmie Amee’s love again… until now…  And I am overwhelmed.
	(forlornly)
	I am sorry... I do not know what is wrong.
		
1_05_07
		SCARECROW
032	Can it be love?

1_05_08
WOOT and SCARECROW jump at the sound of a crack -- from TIN WOODMAN'S chest.  

1_05_09
TIN WOODMAN sobs.

1_05_10
WOOT and SCARECROW gather around TIN WOODMAN.  TIN WOODMAN looks up at them through oily tears.  He slowly opens his chest plate and takes out his HEART.  WOOT and SCARECROW gasp --

1_05_11
The HEART is cracked.

1_05_12
TIN WOODMAN shuts his eyes, lost in despair.  SCARECROW moves closer to examine the cracked HEART.  
		
		SCARECROW
034	It is love!  Your heart is breaking… 

TIN WOODMAN pauses, thinking.
		
		TIN WOODMAN
035	Nimmie Amee declared she would marry me, despite my being made of tin.  Could I do no less?

1_05_12
It is silent.  SCARECROW glances from one to the other.  WOOT meets SCARECROW's eyes.  SCARECROW comes to a decision, stands.

		SCARECROW
036	I think... we must prepare to make a journey!  Above all else, a heart is made to feel. Yours calls you to Nimmie Amee… 

1_05_14
TIN WOODMAN looks away.  An oily tear rolls down his cheek.  

1_05_15
WOOT looks at them hopefully, hat in his hands.  

1_05_16
Finally, TIN WOODMAN smiles, wipes away the tear, nods.

		WOOT
038-02	We will help you, Sire.

TIN WOODMAN looks down at WOOT, surprised.  He smiles at him fondly.

1_05_17
TIN WOODMAN goes to the window, gazes out at the twinkling stars.
		
		TIN WOODMAN
038-03	I will find Nimmie!  I will tell her that I still love her!

SCARECROW and WOOT join him by the window.  

1_05_18
TIN WOODMAN stares dreamily at the stars.
		
		TIN WOODMAN
038-04	I shall bring her here -- and make her Empress!

1_05_19
TIN WOODMAN grows more and more excited as he moves around the room.  SCARECROW and WOOT watch.
		
		TIN WOODMAN
038-05	She will have a tin gown -- with ruffles and tucks -- and slippers and earrings and bracelets, and a tin crown!  A glorious tin crown -- magnificent...

He stops, looks at WOOT and SCARECROW.
1_05_20
SCARECROW smiles.
		
		SCARECROW
038-06	I'm sure she'll be delighted.

1_05_21
EXT. TIN CASTLE - NIGHT

Stars twinkle in the night sky.

 
ACT II

SEQUENCE 2_01 – “MORNING”

2_01_01
EXT. COURTYARD – DAWN

A ROOSTER crows enthusiastically, perched upon a wooden crossbeam.  It crows again and again and again.

2_01_02
INT. SCARECROW’S BEDROOM – DAWN

SCARECROW lies in bed, one straw arm flung across his face.  OS the ROOSTER’S crow cuts in.  SCARECROW shifts, tongue hanging out, drools puddles on his pillow.

2_01_03
EXT. COURTYARD – DAWN

The ROOSTER crows with renewed vigor.

2_01_04
INT. SCARECROW’S BEDROOM – DAWN

SCARECROW snores.  OS the ROOSTER’S crow cuts in again.  SCARECROW opens one bloodshot eye, annoyed.  A single shaft of sunlight frames his face.

		SCARECROW
	Grumbles.

2_01_05
SCARECROW rustles out of bed.  He slouches toward the bathroom.  OS crowing of the rooster.

2_01_06
INT. SCARECROW’S BATHROOM

SCARECROW brushes his straw teeth torpidly.  Bits of straw flake into the sink.

2_01_07
INT. TIN WOODMAN’S BEDROOM

TIN WOODMAN wakes with an expansive yawn.  (OS the rooster crows).

 
2_01_08
INT. SCARECROW’S BATHROOM

SCARECROW pauses in mid-brush, regards his reflection in the mirror, (he’s bleary-eyed).  He makes a tentative smile… and leans forward.  Asleep again, he’s leaning up against the mirror.  
		SCARECROW
	Snores.

OS, the rooster crows.  SCARECROW jerks awake.

2_01_09
SERVANT polishes the back of TIN WOODMAN.

		SERVANT
	This should do the trick, sire.

2_01_10
SCARECROW peers around a corner of a window, peeved.

2_01_11
The ROOSTER crows.

2_01_12
		TIN WOODMAN
	Want to look my best today.

2_01_13
SCARECROW winds up and throws a boot out the wind.  OS the rooster crows.

2_01_14
A boot flies through the air.

2_01_15
The ROOSTER stops in mid-crow, looks alarmed, ducks, the boot sails over its head.  The ROOSTER looks up, relieved.  A fuzzy SLIPPER smacks it upside the head.

2_01_16
SCARECROW has a big smile on his face.

 
2_01_17
TIN WOODMAN smiles at his reflection in a mirror.

		SERVANT (OS)
	Absolutely perfect, your Majesty.

TIN WOODMAN beams.

 2_01_18
EXT. TIN GARDEN - DAY

A large crowd of WINKIES is gathered to wish TIN WOODMAN, SCARECROW, and WOOT off on their journey.  

2_01_19
		TIN WOODMAN
	Finally… Out of the castle… Ha, hah… Smell the air!

		SCARECROW
	Ahhh…  Yes, Sire.  It’s a great day for a journey.

2_01_20
EXT. GARDEN – DAY

TIN BIRDS sing on the branches of surround TIN TREES.

2_01_21
The DRAWBRIDGE lowers.  The WINKIES buzz in excitement.

2_01_22
The DOOR opens and TIN WOODMAN, SCARECROW, and WOOT emerge.  The WINKIES cheer.

2_01_23
TIN WOODMAN waves as they walk through the crowd.

2_01_24
WOOT is also smiling and waving.
 
SEQUENCE 2_02 – “THICKET”

2_02_01
EXT. OPEN ROAD - DAY

TIN WOODMAN, SCARECROW and WOOT travel down a WINDING ROAD amid ROLLING HILLS and patches of THICK WOODS.  Strange, COLORFUL BIRDS soar overhead.  Sparkling BROOKS meander through the MEADOWS.

As TIN WOODMAN is walking, he creaks a little.  They stop.

2_02_02
SCARECROW oils TIN WOODMAN’S joint.

2_02_03
		WOOT
039	Sire, who will rule during your absence?

2_02_04		
		TIN WOODMAN
040	I do not rule here.  I merely await the visits of our friend, Ozma, her Majesty of all Oz...  The kingdom runs itself…  The people of Oz have but one law: 

2_02_05
		TIN WOODMAN (CU)
040	"Behave yourself,” so it is difficult for them to go very far wrong.

2_02_06
As they walk SCARECROW becomes more and more animated.  He plays with the BIRDS and WOODLAND ANIMALS they encounter.

2_02_07
The RABBIT peeps out of the undergrowth, and watches as TIN WOODMAN, SCARECROW, and WOOT walk past.

		SCARECROW (OS)
043-02	Oh, my!  I'd almost forgotten how wonderful it was!

2_02_08
		TIN WOODMAN
043-03	Eh?  What’s this?

TIN WOODMAN, WOOT and SCARECROW stare up at a wooden SIGN on a twisted post.  A desultory wind stirs dry leaves around them.  WOOT glances at his companions, but their attention is focused on the sign.

On it is a skull and cross bones. It reads: "All Strangers are Warned not to Follow this Path to Loonville."

2_02_09
Strange cries fill the woods around them. TIN WOODMAN, SCARECROW, and WOOT look uncertainly at each other.

		SCARECROW
	All strangers are warned not to follow this path to Loonville…

2_02_10
CU SIGN
		SCARECROW
054	M-maybe w-we should go another way...

2_02_11		
		TIN WOODMAN
054-01	Perhaps if we were to go back to --
		
2_02_12
		WOOT
055	I'd like to see what this... Loonville looks like.

1_02_13
TIN WOODMAN and SCARECROW look at him with alarm.

2_02_14		
		SCARECROW
057	B-but... a warning means danger… And I for one believe it sensible to keep out of danger whenever we can.  D-don't you agree, Sire?

2_02_15		
		TIN WOODMAN
057-01	Well, I --
		
2_02_16
		WOOT
058	I'm not afraid.
		
 
2_02_17		SCARECROW
058-01	Now see here – I think we ought to think this through.

2_02_18
TIN WOODMAN twirls his axe, juggles it once, flips it around his head:  smiles slyly.
		
		TIN WOODMAN
059	We'll manage.

2_02_19                                          
 		SCARECROW
059-01             Now see here -- I think we ought to think this through!  After all, suppose --

2_02_20                                          
		WOOT 
059-02	Maybe you should wait here then?

2_02_21
		SCARECROW
059-03	Buh-buy-by myself?  Well…  Maybe I will!

2_02_22
		TIN WOODMAN
059-04	Good idea!  You stay in this open clearing and keep an eye out for the Opteryx.

2_02_23
		SCARECROW
059-05	Opteryx?


2_02_24
		TIN WOODMAN
059-06	You can't miss her!  She's got 20-foot wings... and a huge beak...

		WOOT
059-07	And she flies around looking for straw to build her nest with! 

 
2_02_25
TINMAN and WOOT walk off.

                                           TIN WOODMAN
059-08	See you later...

2_02_26
SCARECROW
St-st-st – Oh, my…

SCARECROW remains behind and looks about nervously.  After several moments a small bird lands on SCARECROW's shoulder and chirps at him.

SCARECROW panics, screams and runs off towards TIN WOODMAN and WOOT.

2_02_27
		SCARECROW
059-09	Hey, wait, you guys... you're gonna need me!  Ahhhh….

2_02_28
EXT. WOODS - DAY

CU AXE chopping.

2_02_29
TIN WOODMAN hacks through heavy underbrush, followed by WOOT and SCARECROW.  They are surrounded by EXOTIC PLANTS.  

2_02_30
WOOT struggles through a nest of thorny VINES.

		WOOT
	This is tough going…

2_02_31
		SCARECROW
	Yes, indeed it is.
2_02_32
TIN WOODMAN hacks through several writhing vines.

2_02_33
SCARECROW is suddenly engulfed in writhing vines.

		SCARECROW (gasps)
	Help!  Ahh!  Ahh!  It’s a snake!
2_02_34
TIN WOODMAN and WOOT look OS towards Scarecrow.

		TIN WOODMAN
	Will you look at him…

2_02_35
		SCARECROW
	Ahh… Ahh…

2_02_36
		WOOT (exasperated)
	It’s vines.

2_02_37
SCARECROW stops struggling stands up.

2_02_38
SCARECROW winks.

		SCARECROW
	It might be vine for you but it’s killing me…

2_02_39
WOOT makes a face at the pun.

2_02_40
TIN WOODMAN turn back forward and continue trekking through the vines.

2_02_41
SCARECROW, smiling, walks a few paces then falls away from view.  

		SCARECROW
	Ahhhh…..  (falling away)

2_02_42
TIN WOODMAN and WOOT don’t turn back.

		TIN WOODMAN
	Just keep going.  Ignore him.

2_02_43
WOOT sneaks a glance back anyway.

		WOOT
	Look.  I think he fell into a hole.
2_02_44
SCARECROW’S hat sit on the forest floor.

2_02_45
TIN WOODMAN turns.

		TIN WOODMAN
	Oh…

2_02_46
TIN WOODMAN and WOOT peer down at SCARECROW’S hat.  TIN WOODMAN picks it up tentatively, they look underneath.

2_02_47
SCARECROW falls earthward.

2_02_48
		SCARECROW (OS)
	Ahhhhh….

2_02_49
TIN WOODMAN and WOOT look around, startled.  SCARECROW drops down in front of them.

		TIN WOODMAN
	Quit playing around.

FADE TO BLACK
 
SEQUENCE 2_03 – “LOONS”

2_03_01
TIN WOODMAN, WOOT, followed by SCARECROW, continue hacking their way through the forest.

2_03_02
EXT. CLEARING - DAY

TIN WOODMAN emerges, almost tumbles headlong into a vast cleared space in the forest.
		TIN WOODMAN
060-03	Whoa -- whoa!

TIN WOODMAN regains his balance with the aid of WOOT and SCARECROW.  They gaze around.

2_03_03		
		WOOT
060-04	What...
		
		SCARECROW
060-05	In the name...
		
		TIN WOODMAN
060-06	Of Great Oz...

2_03_04
The RABBIT peers over WOOT’S shoulder.

		WOOT
060-07		Wow…

2_03_05 
EXT. AN IMMENSE CIRCULAR CLEARING - DAY

The top branches of the trees reach over and form a TREE DOME over it.  The clearing glows with a soft, white light.

WOOT pushes TIN WOODMAN aside, SCARECROW pushes WOOT aside, so that they stand in a row, staring in awe.

These are the LOONS... and their various actions support this name.  Some play, some work at tasks and some gather in groups to talk... their voices are a dizzying cacophony of noise and confusion.
		
2_03_06
LOONS argue

2_03_07
LOONS carrying balloons.

2_03_08
LOONS belly bounce.

2_03_09
LOON bowling

2_03_10 
PAN TO: Rack of LOONS hit by bowling ball.

2_03_11
TIN WOODMAN, SCARECROW, and WOOT watch in amazement.

		TIN WOODMAN
	My!

2_03_12		
		SCARECROW
061	Are... are they rubber, do you think?
		
SCARECROW’S voice echoes through the clearing.  

2_03_13
The LOONS stop whatever they're doing; turn toward the intruders.

2_03_14		
		TIN WOODMAN
	Uh-oh, they’ve spotted us.
		
		SCARECROW
	Eh… Yikes!
		
2_03_15
The LOONS rush at them -- run and bound and bounce with tremendous speed.  One Loon reaches toward them, its arm stretches, and its hand grows to huge proportions

2_03_16
TIN WOODMAN starts to raise his axe -- and the LOONS are on them.
		
		SCARECROW
062-04	Yaaaahhhhh!
2_03_17
		WOOT
062-05	Look out --
		
		TIN WOODMAN
062-06	Watch your --
		
2_03_18
The arm wraps around them.
		TIN WOODMAN, SCARECROW, WOOT
062-07	Help -- HELP!!!

TIN WOODMAN, SCARECROW, and WOOT are swiftly inundated in the sea of roundness...

2_03_19
EXT. IMMENSE CLEARING - LATER

TIN WOODMAN, SCARECROW and WOOT are all snugly wrapped up in long tendrils of vines.  They struggle helplessly.  Suddenly, BIG LOON leaps in front of them.

2_03_20
		BIG LOON
063	A-ha!  Gotcha!

2_03_21
The LOONS make strange noises and bounce excitedly.  TIN WOODMAN, SCARECROW, and WOOT look around, concerned for their safety.

2_03_22	
		BIG LOON
063-01	Come -- bring them to King Bal and have 'em 

2_03_23
		BIG LOON (CU)
	tried, condemned and perforated!

2_03_24
The LOONS cheer lustily, bounce up and down.

2_03_25
SCARECROW, TIN WOODMAN and WOOT exchange worried looks...

 
2_03_26
EXT. CENTER OF THE CLEARING - DAY

The captives are dragged to a raised PLATFORM.  The LOONS bounce and cheer madly.  On the PLATFORM is a throne consisting of a big, WIDE CHAIR with a string tied to one arm.  The string leads upward.

2_03_27
BIG LOON bounces up onto the platform.
		
		BIG LOON
064	Now King Bal shall judge these terrible creatures -- and dispense justice!  Yaaaas.

2_03_28
The LOONS bounce and cheer until the entire clearing is a mass of chaotic, bouncing madness.

2_03_29
SCARECROW, TIN WOODMAN and WOOT look around at the madness, frightened.

2_03_30
BIG LOON takes hold of the string.  The other LOONS fall silent.  

2_03_31
BIG LOON looks around importantly.  With great ceremony, he pulls on the string.

The assembled LOONS "ooh" and "ahh" reverently.

2_03_32
BIG LOON solemnly pulls... there is a GASP from the assembled LOONS... they lower their eyes...

2_03_33
KING BAL appears at the other end of the string.  He's much like the other LOONS, except for the fact that he wears a crown.

2_03_34
		KING BAL
	Coming down, everybody!  Can you see me?  Coming down!

 
2_03_35
BIG LOON hauls KING BAL down the throne.  KING BAL seats himself.  Two attendant LOONS rush up and tie KING BAL in.  He looks out over his loyal subjects... bobbing gently against his restraints.
		
		LOONS (reverently)
064-01	Woo... woo-woo-woo...woo-woo-woo-woo-woo-woo 

2_03_36
LOONS continue to "Woo" reverently until KING BAL holds up a hand – they stop.

2_03_37		
		KING BAL
065	Hello again, hello.  What's up now?

2_03_38
		BIG LOON
066	Strangers, your Majesty --

BIG LOON throws a menacing look at TIN WOODMAN, SCARECROW, and WOOT.
		
		BIG LOON
066-01	-- strangers and captives!

2_03_39
The other LOONS "Woo" vigorously until KING BAL again raises a hand.  He looks closely down at SCARECROW, WOOT and TIN WOODMAN.  
		
		KING BAL
067	Are they dangerous, do you think?

2_03_40
WOOT looks around.  His fear is dissipating. 

2_03_41		
		BIG LOON
068	Ah... they may not be... 

2_03_42
		BIG LOON
	But we mustn't take chances, must we?  

2_03_43
		BIG LOON
	Enough accidents happen to us poor Loons as it is.
2_03_44
KING BAL takes a closer look.

The assembled LOONS react, wail and moan wretchedly.

2_03_45
		BIG LOON
068-01	My advice is to condemn and perforate 'em, now!

The LOONS cheer lustily.  BIG LOON acknowledges their support with a nod of his body.

2_03_46
KING BAL looks disgruntled.  He mutters:
		
		KING BAL
069	Keep your advice to yourself. 
	(louder)
	Who's King here, anyhow?  You -- or me?

BIG LOON looks out at the assembled LOONS.  They've fallen silent.  SCARECROW, TIN WOODMAN and WOOT take note of this.  They exchange a look.

2_03_47		
		BIG LOON
070	We made you our King because you have less common sense than the rest of us!

2_03_48
PAN: BIG LOON pleads case to LOON crowd.  He struts back and forth between the throne and the prisoners.

		BIG LOON
	I could have been King myself, had I wanted to, but I didn't care for the hard work and responsibility!

The other LOONS are impressed.  They mutter.

BIG LOON turns to his audience -- suddenly -- there's a sharp explosion -- BIG LOON looks panic-stricken -- he deflates.

What remains on the platform is a heap of flabby, WRINKLED SKIN that looks like a collapsed rubber balloon.  The LOONS gasp.

2_03_49
SCARECROW, TIN WOODMAN and WOOT react, stunned.
2_03_50
KING BAL settles into his throne smugly.
		
		KING BAL
071	Hah!  Conceited rascal!  He puffed himself up until he was bigger than the rest of you, and this is the result of his folly!

2_03_51
The LOONS react, cowed and frightened.

2_03_52		
		KING BAL
071-01	But... there is no reason not to be... merciful.  Get the pump working, and blow him up again.

2_03_53
Some LOONS wheel out a big PUMP to BIG LOON'S skin.

2_03_54
The LOONS with the PUMP connect a hose.

2_03_55
LOONS pump air into BIG LOON.

2_03_56
BIG LOON just starts swells out.

2_03_57
SCARECROW, TIN WOODMAN and WOOT watch, fascinated.  WOOT is forming a plan.

2_03_58		
		BIG LOON
072	Stop!

2_03_59		
		KING BAL
073	No, no -- keep going!  Bigger!
		
It’s clear what KING BAL’S decision means.  He gives BIG LOON a look.

2_03_60
BIG LOON wails in anguish.  

 
2_03_61
The other LOONS watch, fascinated as BIG LOON inflates to tremendous size and begins floating skyward.

2_03_62
		KING BAL
074-01	Pride before a pop!

2_03_63
BIG LOON floats to the end of the hose, looks around desperately.  The pumping continues and he pops free and squirts into the air, flying around erratically.

		BIG LOON
075-01	Noooooooooo....

BIG LOON goes OS and can no longer be heard.		

2_03_64
The LOONS on the PLATFORM look at KING BAL.  KING BAL settles back imperiously into his throne.  The LOONS on the platform push the PUMP away.
		
2_03_65
SCARECROW, TIN WOODMAN and WOOT look around... tense.

2_03_66
		KING BAL
076	And now... these intruders DO appear to be proud and puffed up.  

2_03_67
		KING BAL
	Perhaps we SHOULD perforate 'em, eh?  What say you?

2_03_68
Slowly, then with gathering momentum, the LOONS begin to cheer.  

2_03_69
KING BAL looks out over them, smug and secure.

2_03_70
WOOT looks around, then up at KING BAL.  WOOT squints his eyes.

2_03_71
On the platform, an attendant LOONS produces a long, sharp thorn.  He glances at KING BAL, who nods his assent.
2_03_72
The LOON with the thorn approaches SCARECROW, TIN WOODMAN and WOOT.  They look around desperately.  There seems to be no escape.  

2_03_73
		SCARECROW (CU)
	Hoo-hoo!  (frightened)

2_03_74
The LOON leans over with great menace... and sticks the thorn into SCARECROW'S leg.

2_03_75
CU: There's a moment of expectation.  SCARECROW relaxes.  He smiles.

		SCARECROW
	Heh…  Didn’t hurt a bit.

2_03_76
KING BAL and the LOONS react with extreme disappointment.

2_03_77
The LOON with the thorn

2_03_78
CU: jabs at TIN WOODMAN.

The thorn thunks against TIN WOODMAN'S body.

2_03_79
TIN WOODMAN smiles.

		TIN WOODMAN
	Heh… Sorry… Make of tin, you know.

2_03_80
The LOONS react with a cry of outrage.  The LOON with the thorn looks around.  Obviously, he thinks he's going to get blamed for this.  The mood grows ugly.

		LOONS
	Muttering.

2_03_81
		KING BAL
	What is it?  Dull or something?

2_03_82
The LOON with the thorn is desperate.  He jabs the thorn into WOOT'S leg.

2_03_83		
		WOOT
077	Ow!

2_03_84
WOOT kicks out instinctively -- into the LOON'S puffy stomach.
		
		LOON
077-01	Ooof --

2_03_85		
The kicked LOON explodes with a loud pop.  

2_03_86
The other LOONS gasp in horror.

2_03_87
WOOT recovers and struggles against his bonds.  With a monumental effort he bursts them.

2_03_88
		KING BAL
	Uh-oh…

2_03_89
LOONS flee in terror.

2_03_90
WOOT frees TIN WOODMAN and SCARECROW.

2_03_91
WOOT grabs the thorn which lies unnoticed on the ground.  

2_03_92
WOOT leaps off the platform -- and lunges into the crowd of LOONS.  They scream in terror.

2_03_93
WOOT runs after LOONS.

		WOOT
	Here – take that!  How do you like it now?  Ha!
2_03_94
WOOT pricks a LOON in the butt.  It pops.

2_03_95
WOOT pricks another LOON in the butt.  It pops.

2_03_96
With yells of fear the other LOONS bound away in all directions, popping.

2_03_97
TIN WOODMAN and SCARECROW watch, horrified.

2_03_98
Only KING BAL remains within reach, seated on his throne with a bewildered look.

2_03_99
WOOT grips the thorn and starts for the platform.  SCARECROW grabs him.  
		
		SCARECROW
079	Enough, Master Woot.
		
		WOOT
079-01	He would've --
		
		SCARECROW
079-02	Let him alone.  He seems a good enough king for his peculiar people, and after we are gone, the Loons will have something of a job to pump up all those whom you have punctured.

2_03_100
CU: WOOT faces SCARECROW belligerently... then he lets the anger go... slumps.  SCARECROW puts a kindly hand on WOOT'S shoulder.

2_03_101		
KING BAL fumbles with the cord that fastens him to the throne, his eyes on TIN WOODMAN, SCARECROW, and WOOT.  He releases it --

		KING BAL
079-03	Heh-heh.  Yes.  Heh-heh!

He floats upward to the leafy dome.

2_03_102
WOOT watches KING BAL rise sullenly... rubs his leg.
		
		WOOT
080	Every one of them ought to be exploded!
		
2_03_103
		TIN WOODMAN
081	No.  It's my conclusion that we had no business to intrude here.  This is their country, not ours.  Come, Woot.

2_03_104
		SCARECROW
082	Well said, my friend.  

2_03_105
TIN WOODMAN and SCARECROW walk away but WOOT remains.

		SCARECROW
	We really had no right to disturb their peace and comfort; so let us go away.

2_03_106
WOOT glares at the pile of deflated LOON skins.  He picks one up and stuffs it in his pocket.

		WOOT
083	Try and perforate me, will you.  You many come in handy some day.

2_03_107
WOOT follows his companions.  The LOONS' lament follows them...

		WOOT
	Wait up, guys…
 
SEQUENCE 2_04 - “SONG”

2_04_01
EXT. WOODS – DAY

SCARECROW is exuberant.

		SCARECROW
	Boy, am I glad that’s over!  Makes me feel kind of… Loony.  Heh-he.

2_04_02
		TIN WOODMAN
	Eh?

2_04_03
TIN WOODMAN, SCARECROW, and WOOT wind their way through woods, past a small villa.  They hop from rock to rock across a stream.

2_04_04
SCARECROW leaps into the air.
		
		SCARECROW (singing)
044	What sound is so sweet/As the straw from the wheat/When it crinkles so tender and low?

2_04_04a
SCARECROW and RABBIT jump from stone to stone, having a wonderful time.

		SCARECROW
044	It is yellow and bright/So it gives me delight/To crinkle wherever I go.

2_04_05
TIN WOODMAN and WOOT watch him, surprised and amused.

		WOOT
	What… What’s he doing?

		TIN WOODMAN (sighs)
	I think his straw is getting moist.

2_04_06
		SCARECROW
44-01	Sweet, fresh, golden straw!/There is surely no flaw/In a stuffing so clean and compact.
2_04_07
SCARECROW grabs onto a tree branch to prevent falling over a waterfall.

		SCARECROW
	It creaks when I walk/And it thrills when I talk

2_04_08
SCARECROW swings from the branch across the stream.

		SCARECROW
	And its fragrance is fine,
2_04_09
RABBIT hangs from SCARECROW’S foot during these antics.

SCARECROW
	For a fact.

2_04_10
SCARECROW dances and cavorts, accompanied by RABBIT.

		SCARECROW
044-02	To cut me don't hurt/For I've no blood to squirt

2_04_10a
SCARECROW continues dancing, throwing RABBIT into the air.

		SCARECROW
044-02	And I therefore can suffer no pain/The straw that I use/

2_04_11
RABBIT lands.

		SCARECROW (OS)
	Doesn't lump up or bruise.

2_04_12
SCARECROW jumps into a stand of tall grass.
		
		SCARECROW
044-03	Though it's pounded again and again!

 
2_04_13
TIN WOODMAN and WOOT watch Scarecrow dancing OS.

		SCARECROW
	Though it’s pounded again and again!

2_04_14
SCARECROW peers out of the grass.

		SCARECROW
044-04	I know it is said/That my beautiful head

2_04_15
SCARECROW and RABBIT dance in a circle.

		SCARECROW
	Has brains of mixed wheat-straw and bran

2_04_16
SCARECROW reaches down, smiling, to pick up RABBIT.

		SCARECROW
	But my thoughts are so good

2_04_17
RABBIT hops across SCARECROW’S outstretched arms.

		SCARECROW
	I'd not change, if I could/

2_04_18
TIN WOODMAN watches, concerned.

		TIN WOODMAN
	He’s losing his mind.

2_04_19
SCARECROW precariously balancing on a stack of boulders.

		SCARECROW
	For the brains of a 

 
2_04_19a
SCARECROW and RABBIT balancing on top boulder.

		SCARECROW
	common meat man.

2_04_20
SCARECROW jumps off of boulder stack, frightening RABBIT.

		SCARECROW
044-05	Content with my lot.

2_04_21
SCARECROW lands gracefully but RABBIT is scared.

		SCARECROW
044-05	I’m glad that I’m not.

2_04_22
TIN WOODMAN and WOOT watch as SCARECROW balances on single boulder.  RABBIT barely keeps his balance on SCARECROW’S shoulder.

		SCARECROW
	Like others I meet day-by-day.

2_04_23
The first chance he gets, RABBIT jumps from SCARECROWS shoulder.	
	
		SCARECOW (OS)
044-05	If my insides get musty

2_04_24
RABBIT calmly sits on TIN WOODMAN’S watching, chagrined.

		SCARECROW (OS)
044-05	Or mussed-up, or dusty

2_04_25
CU: SCARECROW rolls the boulder he is standing on with his feet.

		SCARECROW
044-05	I get newly stuffed 

 
2_04_26
The boulder SCARECROW is rolling bumps into a bigger boulder, causing it to fly off  a cliff and bounce away.

		SCARECROW
044-05	right away!

2_04_27
SCARECROW, with RABBIT between his legs, bows to the sound of applause.

2_04_28
WOOT and TIN WOODMAN clap. 

2_04_29
SCARECROW, looking pleased with himself, does another fancy dance step – and ends up in a boneless heap.  

		TIN WOODMAN (OS)
	What a performer.

2_04_30
TIN WOODMAN winks at WOOT.

		WOOT
	He certainly gives it his all.

		TIN WOODMAN
	Wonderful.

 
SEQUENCE 2_05 – “FIRESIDE”

2_05_01
EXT. CAMPSITE – NIGHT

The stars twinkle in a black velvet sky.  Not too near the fire, WOOT sleeps  with his head resting on SCARECROW'S body.  

2_05_02
TIN WOODMAN stands guard, his axe on his shoulder.

		TIN WOODMAN
	Star light, star bright… Wonder where tomorrow will lead us?

2_05_03
EXT. CAMPSITE – DAWN

The sun rises beyond the hills.

2_05_04
RABBIT peers down curiously at WOOT, who snores.  SCARECROW shakes him.
		
		SCARECROW
	Wake up!  We, eh, we overslept… Mister Up-and-at-em’ is already up and at ‘em.

2_05_05
WOOT looks around blearily. 
		
		WOOT
	I’m good… I’m fine…
		
2_05_06
WOOT makes just-woke-up-and-terrible-taste faces.

2_05_07
WOOT stands up.

		WOOT (yawns)
I’m up… Wide awake.

 
SEQUENCE 2_06 – “THE FIGHT”

2_06_01
EXT. MUNCHKIN COUNTY WOODS - DAY

TIN WOODMAN, SCARECROW, and WOOT walk along a path through the colorful countryside.  

2_06_02
TIN WOODMAN runs up a small rise, looks around excitedly.  He thrusts out his arms, closes his eyes.  SCARECROW and WOOT watch him.
		
		TIN WOODMAN
084	I was born in this grand forest.

2_06_03
Pan through the forest trees.
		
		SCARECROW (OS)
084-01	It must feel wonderful to come back home.

		TIN WOODMAN (OS)
084-02	It was here the Witch enchanted my axe...

2_06_04
SCARECROW glances at WOOT.  WOOT grimaces.

2_06_05
CU: TIN WOODMAN
		
		TIN WOODMAN
084-03	Here, too, was Nimmie Amee’s home...

2_06_06
TIN WOODMAN peers into the distance.
		
		TIN WOODMAN
084-04	At the other edge of the forest stands the workshop of my friend... 

2_06_07
Distance shot of TIN WOODMAN.

		TIN WOODMAN
	Ku-Klip, the cleverest tinsmith.

2_06_08
		SCARECROW
088	Mmm.  Well, if you wish to meet with real cleverness, 

2_06_09
Distance shot of SCARECROW.

		SCARECROW
	you should visit the Munchkin farmer who first made me.


2_06_10
TIN WOODMAN, SCARECROW, and WOOT walk through the arched roots of a giant tree.
		SCARECROW
088-01	You're not bad, but any judge of beauty 

2_06_11
SCARECROW bows.

		SCARECROW
	can see that a scarecrow's far more artistic and refined.

2_06_12
TIN WOODMAN looks at him, offended.  

		TIN WOODMAN
	Refined?

2_06_13
SCARECROW struts.

2_06_14

		TIN WOODMAN
089	Hah!  Anyone can see that you're far too soft and flimsy.

2_06_15		
		SCARECROW
090	Oh, is that so?  

 
2_06_16
TIN WOOMAN, SCARECROW, and WOOT continue walking.

		SCARECROW
	Well... the same anyone can see that you're... eh... 

2_06_17
SCARECROW taps on TIN WOODMAN’S chest.

		SCARECROW
	far too hard and

2_06_18
CU: SCARECROW points at Tin Woodman (OS).
 
		SCARECROW
	stiff.

2_06_19
		TIN WOODMAN (snarling)
	Don’t be tapping me.

2_06_20
WOOT holds TIN WOODMAN and SCARECROW apart.

		SCARECROW
	Oh, yeah!

2_06_21
SCARECROW winds up a haymaker.

SCARECROW dances around in a circle boxing the air.

SCARECROW circles around TIN WOODMAN, still making threatening gestures.

2_06_22
WOOT looks on, surprised, then disgusted.

2_06_23
TIN WOODMAN’S expression changes from surprise to annoyed.

 
2_06_24
SCARECROW takes a big swing, misses grandly, and twists, falling into TIN WOODMAN’S arms.  SCARECROW smiles, embarrassed.
	
		SCARECROW
	I may have thrown my back out.

2_06_25
		TIN WOODMAN
	That’s ridicules:  You’re made of mush.

SCARECROW stands back, annoyed.

		SCARECROW
	Is that so?

2_06_26
TIN WOODMAN and SCARECROW both look to WOOT for his opinion.

2_06_27
		WOOT
090-1	Don’t look at me… I’m hungry… I should have let the loons perforate you both.

2_06_28
TIN WOODMAN and SCARECROW bump hips.

		SCARECROW (childishly)
	You watch it.

		TIN WOODMAN (childishly)
	You watch it.

2_06_29
TIN WOODMAN, SCARECROW, and WOOT continue down the path.

		TIN WOODMAN
	Too soft!

		SCARECROW
	Too hard!

		TINWOODMAN
	Too short!
 
		SCARECROW
	You’re too tall!

		TIN WOODMAN
	Too dull!

		SCARECROW
	Too shiny!

2_06_30
Forrest animals watch the travelers pass.

		TIN WOODMAN (OS)
	You smell like mildew.

		SCARECROW
	How do you think you smell in that suit? (OS)

2_06_31
Back view of TIN WOODMAN, SCARECROW, and WOOT continuing on their journey.

		TIN WOODMAN
	Hey, I don’t fall apart at the first rain.

		SCARECROW
	At least I don’t squeak when I’m blinking.

2_06_32
		WOOT
	Will you to stop it!

There is a hesitation for a moment, then…

		SCARECROW (whispering)
	Too hard!

		TIN WOODMAN (whispering)
	Too soft!
		


 
SEQUENCE 2_07 – “KU-KLIP”

2_07_01
Ku-Klip’s WORKSHOP sits at the edge of the forest.

TIN WOODMAN, SCARECROW, and WOOT approach the workshop.

		TIN WOODMAN (awed)
	Well, there it is… This is where my life began.

2_07_02
TIN WOODMAN, SCARECROW, and WOOT climb the wooden steps.  For a moment, TIN WOODMAN stands, looks at the wooden door.  Then he reaches out, hesitantly… Knocks on the door.

		TIN WOODMAN
	Ku-Klip?  Ku-Klip?  You in there?

2_07_03
TIN WOODMAN peers in through one of the windows.

		SCARECROW (OS)
	Eh, he’s probably off, snipping something… Eh, welding… Or something?

2_07_04
The door creaks open

TIN WOODMAN, SCARECROW, and WOOT look at each other.

		SCARECROW
	Well… Let’s go in… It’s cold out here…

		TIN WOODMAN
	Eh… I… Suppose he wouldn’t mind… Since the door’s open…

2_07_05
TIN WOODMAN, SCARECROW, and WOOT peer in around the doorframe.

2_07_06
INT. KU-KLIP'S WORKSHOP - DAY

TIN SCRAPS of all shapes and sizes, are scattered around.  HAMMERS, ANVILS, IRONS, a charcoal FURNACE and many other TINSMITH TOOLS are also present.  Against two of the side walls are stout WORKBENCHES... in the center of the room is a LONG TABLE.  At the end of the shop are several CUPBOARDS.

2_07_07
TIN WOODMAN sighs.
		
		TIN WOODMAN
092	The first time I came here... I remember old Ku-Klip carefully put my leg into that cupboard over yonder...

2_07_08
WOOT and SCARECROW glance at the indicated cupboard.  WOOT shudders slightly.
		
		WOOT
093	So... Do you think… Uh… Maybe we should wait for him outside? 

		SCARECROW (nervous laugh)
096	An, sounds very good to me.  Lets’ go.

They turn to leave.

2_07_09		
		TIN WOODMAN
097	No, wait.  Wait...

They stop, nervous.

2_07_10
TIN WOODMAN stands, focused, listening.  WOOT and SCARECROW exchange a 
nervous look.  TIN WOODMAN walks over to the CUPBOARDS and reaches for the doors.

		SCARECROW
097-01	Uh, wait.  Uh, may…  Maybe we shouldn't... Uh?

2_07_11
SCARECROW and WOOT flinch.

2_07_12
TIN WOODMAN pulls open the doors of the cupboard.  Inside are shelves... and upon one shelf is TIN HEAD.
		
2_07_13
		WOOT
097-02	Whoa...

2_07_14
TIN HEAD'S eyes slowly open.

2_07_15
WOOT backs into some machinery, then hurries over and hides behind TIN WOODMAN.

		WOOT
	Ahhh…
		
2_07_16
		TIN WOODMAN
098	What…  Oh, dear me!  I... Uh... Good morning!  You seem rather... familiar.

TIN WOODMAN takes off his crown.

2_07_17
TIN HEAD looks them over with supercilious disinterest.
		
		TIN HEAD
099	Do I?  Then you clearly have the advantage.  I've never seen you before in by life.

		TIN WOODMAN
100	Well, that's... we do seem to... resemble each other.

2_07_18		
		TIN HEAD
101	We -- what monumental nerve!  For my part, I'm not anxious to claim kinship to a common, manufactured article, like you.

2_07_19		
		TIN WOODMAN
101-01	Oh, is that so?  Why, you dusty, old…

TIN WOODMAN raises his axe.  

2_07_20
SCARECROW clears his throat.  

2_07_21
TIN WOODMAN shoots him a dark look, then composes himself.
		
		TIN WOODMAN
102	Yes, well, I... hmm.  How long have you been... living in this cupboard?

2_07_22		
		TIN HEAD
103	I'm sure I don't know.

2_07_23
Silence.  

WOOT and SCARECROW look at each other uncomfortably.

2_07_24
		TIN WOODMAN
104	Do you... eh, do have a name?
		
2_07_25
		TIN HEAD
105	Not that I am aware.

2_07_26
TIN WOODMAN bridles, but calms himself with an effort.
		
		TIN WOODMAN
106	What do you think about while in there?

2_07_27		
		TIN HEAD
107	A little intelligent reflection would lead you to realize that I've absolutely nothing to think about!

2_07_28
WOOT and SCARECROW suffer another awkward moment.

2_07_29		
		TIN WOODMAN
108	Are you... happy?

2_07_30		
		TIN HEAD
109	Happy?  What’s that?
		

2_07_31
		WOOT
110	You mean you don't know what happiness is?

2_07_32		
		TIN HEAD
111	I haven’t the faintest idea whether it’s round or square, or black or white, or what it is.  And, if you will pardon my lack of interest in it, I will say that I don’t care.

2_07_33
SCARECROW and WOOT gather around the cupboard behind TIN WOODMAN.

2_07_34		
		TIN HEAD
112	I'll thank you to close the door on your way out.

2_07_35		
		TIN WOODMAN
112-01	I don't…

2_07_36	
		TIN HEAD
112-02	No, I don't suppose you would.  Good day.

TIN HEAD shuts his eyes.  

2_07_37
SCARECROW and WOOT look at TIN WOODMAN.

2_07_38
TIN WOODMAN sighs... closes and latches the CUPBOARD door.  He turns away, and gasps.

2_07_39
KU-KLIP the tinsmith stands in the doorway.  He's short, stout, his sleeves rolled up to show muscular arms.  He wears a long leather apron, has a long gray beard and is bald.  His ears stick out like two fans.  Over his bright eyes he wears big spectacles.

2_07_40
KU-KLIP and TIN WOODMAN stare at each other... then KU-KLIP smiles... chuckles... laughs heartily.
		
		KU-KLIP (chuckles)
113	Oh-ho!  Who would have thought... here's my Tin Man... come to visit me -- and with friends!  Welcome -- welcome indeed!

2_07_41
KU-KLIP rushes forward and hugs TIN WOODMAN warmly.  TIN WOODMAN doesn't respond, somewhat at a loss.  KU-KLIP holds him at arm's length, looks at him.
		
		KU-KLIP
113-01	Marvelous!  Simply marvelous!  You are so perfect... you're the ultimate proof of my skills!  Oh, but I forget myself... sit down -- sit, all of you and tell me why you’ve come!

2_07_42
INT. KU-KLIP'S WORKSHOP

KU-KLIP turns SCARECROW, examines him curiously, pats him on all sides.
		
		KU-KLIP
114	You are truly marvelous, my friend... but you would be far more durable if you were made of tin!  Would you like me to…?

2_07_43
		SCARECROW
115	What?!  No. No, indeed!  

2_07_44
KU-KLIP warmly embraces WOOT.
		
		KU-KLIP
116	Ah… Then it is this unfortunate boy you wish me to help?  If we begin immediately, I can…

WOOT reacts, startled, pulls free.

2_07_45		
		WOOT
117	What's that?  Hold on, we're not… We’re not… I’m not… We’re not here for me.
		
2_07_46
		KU-KLIP
	Oh, are you sure?  I could… Y’know… A little snip here and there…
2_07_47
		WOOT
	Nuh-no, no, noooo…

2_07_48
		SCARECROW (impatient)
117-01	We're not here to… We're seeking information.

2_07_49		
		KU-KLIP
117-02	Oh?  Are you sure?  Well, you know, I could… A little snip here or there?
		
2_07_50
		TIN WOODMAN (interrupting KU-KLIP)
118	Ku-Klip…Do you know what has become of Nimmie Amee?

2_07_51
KU-KLIP looks at TIN WOODMAN, startled.  For a long moment he thinks, then he sighs.
		
		KU-KLIP
119	Uh, no... No, I don't... But… I remember... She wept... bitterly... when you did not come back to her as you promised...

2_07_52
SCARECROW and WOOT look at TIN WOODMAN.  He bows his head.
		
		KU-KLIP
120	She... went away... with some people... to Mount Munch, I believe.  I have not seen her since.

2_07_53
TIN WOODMAN is devastated.  SCARECROW moves closer to console him.

		TIN WOODMAN
121	Do you... know their names... the people she went away with?
		
 
2_07_54
KU-KLIP shrugs his shoulders, walks away sadly.

		KU-KLIP
122	All that she left was a bottle of Magic Glue... taken from the Witch.

2_07_55
TIN WOODMAN flinches.

2_07_56		
		WOOT
123	What?  What's Magic Glue?

2_07_57		
		KU-KLIP
124	Eh?  Oh, it's a preparation with which to mend people when they cut themselves.  Very handy.

2_07_58		
		TIN WOODMAN (suspiciously)
125	What... what happened to the parts of my meat body?
		
2_07_59
		KU-KLIP
126	Hah?  Eh, parts… Eh…  It occurred to me to piece them together, using the Magic Glue.  I thought I could... make... a man out of them.

2_07_60
TIN WOODMAN looks up sharply.  KU-KLIP looks away.
		
		KU-KLIP
126-01	First, I pieced together the body, which worked perfectly.  You would have been… Er, ah…

2_07_61
OS Ku-Klip stop talking, seeing TIN WOODMAN'S expression.

2_07_62		
		KU-KLIP
126-02	Er… Eh… Hum… It wasn't easy... Some of the pieces didn't match up well...

KU-KLIP looks at TIN WOODMAN, then at SCARECROW and WOOT.  TIN WOODMAN doesn't return the look.  SCARECROW and WOOT look uncomfortable.
2_07_62
KU-KLIP sighs.
		
		KU-KLIP
126-03	I finally got together a very decent body… With heart and all the trimmings.

2_07_63
Still no acknowledgement from TIN WOODMAN.
		
		KU-KLIP
126-04	When the glue... dried, well, he was quite an interesting fellow!  I called him Chopfyt.  He... was interesting... but not very agreeable, I’m afraid.

2_07_64
TIN WOODMAN finally looks at him.  KU-KLIP avoids his eyes.

2_07_65
		KU-KLIP
126-05	He complained... constantly... was a thoughtless assistant... so, when he proposed, one day, to go off and seek adventures...

2_07_66		
		SCARECROW
127	What became of him?

2_07_67		
		KU-KLIP
128	I..I..I don't know.  I…

2_07_68
TIN WOODMAN’S look stops him.  

2_07_69
KU-KLIP looks away, ashamed.
		
		KU-KLIP
128-01	I think he... started off toward the east... into the plains of Munchkin Country, and that was the last I saw of him.

2_07_70
This last is almost an apology.  SCARECROW and WOOT look at TIN WOODMAN.  TIN WOODMAN folds his arms across his chest with a sullen clunk.
2_07_71		
		TIN WOODMAN
129	It seems to me that you had absolutely no business making another man out of my cast-off parts!  After all…

2_07_72
TIN WOODMAN’S vehemence surprises KU-KLIP, who falls back into the fireplace.  He seems unaware that his ample posterior has caught fire.

2_07_73		
		KU-KLIP (flustered)
129-01	Well I… I don't see what?  Ah…

2_07_74
TIN WOODMAN turns away petulantly.  

2_07_75
KU-KLIP is surprised.  He looks to WOOT and SCARECROW for support.  They shrug.
		
		KU-KLIP
130	It's not likely that you'll ever... meet the fellow...

2_07_76
TIN WOODMAN's unmoved.  SCARECROW and WOOT are uncomfortable.  

2_07_77
KU-KLIP tentatively approaches TIN WOODMAN.  For a long moment he hesitates... fidgets... then he sighs.

		KU-KLIP
130-01	He doesn't know who he is... I never told him... 
		
		SCARECROW
131	Never mind.  We're looking for Nimmie Amee.

2_07_78
TIN WOODMAN squints at KU-KLIP but finally he smiles.
		
		TIN WOODMAN
131-01	It seems we need to continue to Mount Munch.  We will visit you later.

2_07_79
TIN WOODMAN squares his shoulders and marches out resolutely.  SCARECROW and WOOT linger a moment, unsure what to do, then they follow.
2_07_80
		KU-KLIP
	Okay… Well, pretty short visit… Sure I can’t…  Snip. Snip.  Take a little tuck, or nip… or something?

KU-KLIP looks hopefully at WOOT, clacks his TIN SHEARS.  

2_07_81
WOOT cringes.

		WOOT
	Eh, no… No, thank you… Mister, eh, Cut-Klip…

2_07_82
WOOT hurries after Tin Woodman and Scarecrow OS.

2_07_83
KU-KLIP watches sadly… Then raises his head… Sniffs… Realizes that there’s something burning… He looks around… And finally realized that it’s his butt!  With a good deal of noise, he races around frantically, finally ending up with his posterior struck in a large, oaken bucket of water.  As steams rises, KU-KLIP sighs contentedly. 
SEQUENCE 2_08 – “NIMMIE’S HOUSE”

2_08_01
EXT. NIMMIE AMEE'S HOUSE - DAY

TIN WOODMAN stands silently in front of a Nimmie Amee’s House (OS).  There's no sound or activity.

2_08_02
TIN WOODMAN, SCARECROW, and WOOT look onto to Nimmie Amee’s House (OS).
		
		SCARECROW
133	Well… From what we have been told: this is Nimmie Amee’s house.

2_08_03
WOOT and SCARECROW look at TIN WOODMAN.  He is tense.

	TIN WOODMAN (plaintive)
134	So far, but no farther.  I am now close to Nimmie Amee, whom I have come ever so far to seek.  My cracked heart is aflutter.

2_08_04
SCARECROW nods.

		SCARECROW
	I can almost hear it fluttering.

2_08_05		
		WOOT
135	Are you okay, Sire?  Does love affect you so?

2_08_06		
		TIN WOODMAN
136	I don’t know.  I will tell you when Nimmie Amee marries me.

2_08_07
WOOT reacts – huh?

2_08_08
TIN WOODMAN forces himself into motion.  Slowly, step by step, he moves for the front door, up onto the wooden porch. 

2_08_09
SCARECROW and WOOT follow TIN WOODMAN to NIMMIE AMEE’S HOUSE.

2_08_10
As do a few belligerent GEESE, who honk and nip at TIN WOODMAN.

2_08_11
TIN WOODMAN waves his arms at the GEESE, trying to shoo them away.

		TIN WOODMAN
	Oh… Be quiet.  Be quiet, you!

2_08_12
SCARECROW and WOOT watch.

		SCARECROW
	Oh-oh… This’ll make for a bad entrance…

2_08_13
		TIN WOODMAN
	Oh, be quiet.  Quiet!  Quiet, you!

TIN WOODMAN struggles with the GEESE.  SCARECROW and WOOT rush to his aid, but fare no better is shooing away the GEESE.

		NIMMIE AMEE (OS)
137	Who's there?

It's a soft, innocent voice... but one that all but knocks TIN WOODMAN back off his feet.  SCARECROW and WOOT barely manage to catch him in time to steady him.  

2_08_14
TIN WOODMAN is unable to answer.

2_08_15		
		WOOT
138	Uh… It’s us… Ma’am