Act II

ACT II

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

WOOT

039 Who will rule during your absence?

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: “Behave yourself,�?� so it is difficult for them to go very far wrong.

SCARECROW

043-02 Oh, my! I’d almost forgotten how wonderful it was!

TIN WOODMAN

043-03 Eh?

SCARECROW leaps into the air—sings:

SCARECROW

044 What sound is so sweet/As the straw from the wheat/When it crinkles so tender and low?/It is yellow and bright/So it gives me delight/To crinkle wherever I go.

TIN WOODMAN and WOOT watch him, surprised and amused.

SCARECROW

044-01 Sweet, fresh, golden straw!/There is surely no flaw/In a stuffing so clean and compact/It creaks when I walk/And it thrills when I talk/And its fragrance is fine, for a fact.

SCARECROW breaks into an inspired dance routine, interacts with BIRDS, WOODLAND ANIMALS and TREES.

TIN WOODMAN and WOOT watch, enjoying it.

SCARECROW

044-02 To cut me don’t hurt/For I’ve no blood to squirt/And I therefore can suffer no pain/The straw that I use/Doesn’t lump up or bruise/Though it’s pounded again and again!

More dancing.

SCARECROW

044-03 Though it’s pounded again and again!

More dancing.

SCARECROW

044-04 I know it is said/That my beautiful head/Has brains of mixed wheat-straw and bran/But my thoughts are so good/I’d not change, if I could/For the brains of a common meat man.

WOOT reacts to this, affronted. He looks up at TIN WOODMAN, who sways to the song, unaffected. WOOT shoots SCARECROW a look.

SCARECOW

044-05 Content with my lot/I’m glad that I’m not/Like others I meet day-by-day/If my insides get musty/Or mussed-up, or dusty/I get newly stuffed right away!

SCARECROW launches into another round of dancing.

WOOT and TIN WOODMAN look at each other knowingly concerning SCARECROW�??S exuberant antics, but said nothing because they did not want to be rude.

SCARECROW has finished his song and rejoins them, flushed.

SCARECROW looks a bit pleased with himself, does another fancy dance step �?? and ends up in a boneless heap at WOOT and TIN WOODMAN�??S feet.

EXT. OPEN ROAD - NIGHT

The stars twinkle in a black velvet sky. The country is more overgrown… the path is lost in the overgrowth.

A fire burns in a SMALL CLEARING. The WILD FIELDS are uncultivated. There’s no sign of civilization.

EXT. CAMPSITE – NIGHT

TIN WOODMAN stands guard, his axe on his shoulder.

Not too near the fire… SCARECROW lies… WOOT sleeps… his head rests on SCARECROW’S body.

EXT. CAMPSITE – DAY

WOOT sleeps, but now SCARECROW is gone. BIRDS chirp. WOOT shifts in his sleep. SCARECROW’S hand grips WOOT’s shoulder—shakes him urgently.

SCARECROW

049 Woot—Woot—wake up—wake up!

WOOT comes awake, disoriented. He looks up into SCARECROW’S face… which somehow manages to register extreme concern.

WOOT

050 What… what is it?

SCARECROW

050-01 Shhh! We’ve discovered something…

WOOT

050-02 Something?

SCARECROW

050-03 Shhh! Come with me… shhhhh…

WOOT gets up and follows SCARECROW.

EXT. WOODS – DAY

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.”

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

SCARECROW

054 M-maybe w-we should go another way…

TIN WOODMAN

054-01 Perhaps if we were to go back to—

WOOT

055 I’d like to see what this… Loonville looks like.

TIN WOODMAN and SCARECROW look at him with alarm.

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?

TIN WOODMAN

057-01 Well, I—

WOOT

058 I’m not afraid.

SCARECROW

058-01 Now see here �?? I think we ought to think this through!

TIN WOODMAN twirls his axe: smiles.

TIN WOODMAN

059 We’ll manage.

SCARECROW

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

WOOT

059-02 Maybe you should wait here then?

SCARECROW

059-03 By myself? Well�?� Maybe I will!

TIN WOODMAN

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

SCARECROW

059-05 Opteryx?

TIN WOODMAN

059-06 You can’t miss her! She’s got 20-foot wings… and a huge beak…

WOOT

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

TINMAN and WOOT walk off.

TIN WOODMAN

059-08 See you later…

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.

SCARECROW

059-09 Hey, wait, you guys… you’re gonna need me!

EXT. WOODS – DAY

TIN WOODMAN pushes through heavy underbrush. All around the three adventurers are EXOTIC PLANTS. TIN WOODMAN struggles through a nest of thorny VINES —

EXT. CLEARING – DAY

—and 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.

WOOT

060-04 What…

SCARECROW

060-05 In the name…

TIN WOODMAN

060-06 Of Great Oz…

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.

WOOT

060-07 Wow…

SCARECROW

061 Are… are they rubber, do you think?

TIN WOODMAN

062 It’s difficult to tell what they are.

WOOT, SCARECROW, and TIN WOODMAN�??S voices echo through the clearing. The LOONS stop whatever they’re doing; turn toward the intruders.

WOOT

062-01 Oh—

SCARECROW

062-02 —my—

TIN WOODMAN

062-03 —ozness.

The LOONS rush at them—run and bound and bounce with tremendous speed.

TIN WOODMAN starts to raise his axe—and the LOONS are on them.

SCARECROW

062-04 YAAAAAAHHHHH!

The LOONS swing puffy hands like boxing-gloves, and pound the three travelers.

WOOT

062-05 Look out—

TIN WOODMAN

062-06 Watch your—

SCARECROW

062-07 Help—HELP!!!

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

EXT. IMMENSE CLEARING - LATER

TIN WOODMAN, SCARECROW and WOOT are all snugly wrapped up in long tendrils of vines. They struggle helplessly. Suddenly—a BIG LOON leaps onto the scene—

BIG LOON

063 Aha—gotcha!

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

BIG LOON

063-01 Come—bring them to King Bal and have ‘em tried, condemned and perforated!

The LOONS cheer lustily, bounce up and down.

SCARECROW, TIN WOODMAN and WOOT exchange worried looks…

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.

BIG LOON bounces up onto the platform.

BIG LOON

064 Now King Bal shall judge these terrible creatures—and dispense justice!

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

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

Though SCARECROW and TIN WOODMAN are terrified… WOOT’s eyes are quick

and calculating. He’s scared… but he’s also thinking… looking around… gauging… making desperate plans.

BIG LOON takes hold of the string. The other LOONS fall silent. BIG LOON looks around importantly. With great ceremony, he pulls on the string.

The assembled LOONS “ooh” and “ahh” reverently.

WOOT, SCARECROW and TIN WOODMAN watch, fascinated despite their fear.

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

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.

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

They continue to “Woo” reverently until KING BAL holds up a hand. Finally, they settle down.

KING BAL

065 Hello again, hello. What’s up now?

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!

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?

BIG LOON

068 Ah… they may NOT be… but we mustn’t take chances, must we? Enough accidents happen to us poor Loons as it is—

The assembled LOONS react, wail and moan wretchedly.

WOOT looks around. Much of his fear is dissipating. He realizes that he needs a plan…

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.

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.

BIG LOON

070 We made you our King because you have less common sense than the rest of us! I could have been King myself, had I wanted to, but I didn’t care for the hard work and responsibility!

BIG LOON struts back and forth between the throne and the prisoners. 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.

SCARECROW, TIN WOODMAN and WOOT react, stunned.

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!

The LOONS react, cowed and frightened.

KING BAL

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

Some LOONS wheel out a big machine to BIG LOON’S skin, connect a hose and PUMP air into BIG LOON. Slowly BIG LOON swells out.

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

KING BAL

072 Stop!

The LOONS on the PUMP immediately stop pumping. BIG LOON’S growth ceases. He looks around, scared. His voice is high and child-like now, in contrast to what it was before.

BIG LOON

073 No, no—keep going! Bigger!

It's clear what KING BAL'S decision means. He gives BIG LOON a look.

BIG LOON wails in anguish. The other LOONS watch, fascinated.

TIN WOODMAN, SCARECROW and WOOT also watch. WOOT’S mind is racing.

KING BAL

074-01 Pride before a pop!

BIG LOON looks around desperately.

BIG LOON

075 Pump me up—pump me up!

Several LOONS look up at him with sympathy. They look away.

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.

BIG LOON

075-01 Noooooooooo….

The LOONS on the platform roll BIG LOON off into the background. An uneasy silence settles over the gathering.

SCARECROW, TIN WOODMAN and WOOT look around… tense.

KING BAL

076 And now… these intruders DO appear to be proud and puffed up. Perhaps we SHOULD perforate ‘em, eh? What say you?

Slowly, then with gathering momentum, the LOONS begin to cheer. KING BAL looks out over them, smug and secure.

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

On the platform one of the LOONS produces a long, sharp thorn. He glances at KING BAL, who nods his assent.

The LOON with the thorn approaches SCARECROW, TIN WOODMAN and WOOT. They look around desperately. There seems to be no escape. The LOON leans over with great menace… and sticks the thorn into SCARECROW’S leg.

There’s a moment of expectation. SCARECROW relaxes. He smiles.

KING BAL and the LOONS react with extreme disappointment. The LOON with the thorn jabs at TIN WOODMAN.

The thorn thunk against TIN WOODMAN’S body.

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. Desperately, he jabs the thorn into WOOT’S leg.

WOOT

077 Ow!

WOOT kicks out instinctively—into the LOON’S puffy stomach.

LOON

077-01 Ooof—

The LOON hurtles into the air—

LOON

077-02 Whooo-hoo-hoo-hoooooo….

He explodes with a loud pop. The other LOONS gasp in horror.

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

SCARECROW and TIN WOODMAN look on in amazement.

TIN WOODMAN

077-03 Oh, dear… this can’t be a good…

SCARECROW

077-04 Look out—

WOOT leaps up and grabs the thorn which lies unnoticed on the ground. He leaps off the platform—and lunges into the crowd of LOONS. They scream in terror—

Pop! Pop! Pop! LOONS explode as WOOT pricks them with the thorn.

With yells of fear the other LOONS bound away in all directions.

KING BAL watches in terror as his people flee.

WOOT unties SCARECROW and TIN WOODMAN. They look around.

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

WOOT grips the thorn and starts for the platform. SCARECROW stops him. WOOT glares at him.

SCARECROW079 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.

WOOT faces SCARECROW belligerently… then he lets the anger go… slumps. SCARECROW puts a kindly hand on WOOT’S shoulder.

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 Hah!

He floats upward to the leafy dome.

WOOT watches him sullenly… rubs his leg.

WOOT

080 Every one of them ought to be exploded!

TIN WOODMAN

081 No. It’s my conclusion that we had no business to intrude here. This is their country, not ours. Come, Woot.

SCARECROW

082 Well said, my friend. We really had no right to disturb their peace and comfort; so let us go away.

TIN WOODMAN and SCARECROW walk away but WOOT remains standing. 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.

WOOT follows his companions. The LOONS’ lament follows them…

EXT. MUNCHKIN COUNTY WOODS - DAY

TIN WOODMAN, SCARECROW and WOOT move through the colorful countryside.

TIN WOODMAN runs up a small rise, looks around excitedly at the WOODS. He thrusts out his arms, closes his eyes. SCARECROW and WOOT watch him.

TIN WOODMAN

084 I was born in this grand forest.

SCARECROW ambles up beside TIN WOODMAN and looks around.

SCARECROW

084-01 It must feel wonderful to come back home.

TIN WOODMAN becomes sad.

TIN WOODMAN

084-02 It was here the Witch enchanted my axe…

SCARECROW glances at WOOT. WOOT grimaces.

TIN WOODMAN

084-03 Here, too, was Nimmie Amee�??s home…

He shakes off his growing melancholy with an effort… peers into the distance.

TIN WOODMAN

084-04 At the other edge of the forest stands the workshop of my friend… Ku-Klip, the cleverest tinsmith.

SCARECROW

088 Mmm. Well, if you wish to meet with real cleverness, you should visit the Munchkin farmer who first made ME.

SCARECROW

088-01 You’re not bad, but any judge of beauty can see that a scarecrow’s far more artistic and refined.

TIN WOODMAN looks at him, offended.

TIN WOODMAN

089 Hah! Anyone can see that you’re far too soft and flimsy.

SCARECROW090 Oh, is that so? Well… the same anyone can see that you’re… eh… far too hard and stiff.

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

WOOT

090-1 I'm hungry.

EXT. KU-KLIP’S WORKSHOP - DAY

Ku-Klip's WORKSHOP sits at the edge of the great forest. It’s a pretty place, painted dark blue with trimmings of lighter blue. There’s a blue fence around the yard and several blue benches beneath shady blue tress which mark the line between forest and plain, and a blue lawn.

SCARECROW, TIN WOODMAN and WOOT approach the workshop. They exchange a glance…

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.

TIN WOODMAN sighs… a sound of contentment… nostalgia… and gratitude.

TIN WOODMAN

092 The first time I came here… I remember old Ku-Klip carefully put my leg into that cupboard over yonder…

WOOT and SCARECROW glance at the indicated cupboard. WOOT shudders slightly.

WOOT

093 So… do you think�?�

None of them seem inclined to go find out.

WOOT

095 Maybe we should… wait for him outside?

SCARECROW

096 Sounds… good to me.

They turn to leave.

TIN WOODMAN

097 Wait.

They stop.

TIN WOODMAN stands, focused, listening. WOOT and SCARECROW exchange a

nervous look. SCARECROW reaches toward TIN WOODMAN —TIN WOODMAN

walks over to the CUPBOARDS and opens the door.

SCARECROW

097-01 Wait, eh, maybe we shouldn’t…

The doors are pulled open. Inside the CUPBOARD are shelves… and upon one shelf is TIN HEAD.

WOOT

097-02 Whoa…

As they stare, TIN HEAD’S eyes slowly open.

TIN WOODMAN

098 Oh—dear me! I… uh… Good morning! You seem rather… familiar.

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.

TIN HEAD

101 We—what monumental nerve! For my part, I’m not anxious to claim kinship to a common, manufactured article, like you.

TIN WOODMAN

101-01 Oh, is that so? Why, you dusty—

SCARECROW clears his throat. 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?

TIN HEAD

103 I’m sure I don’t know.

Silence.

WOOT and SCARECROW look at each other uncomfortably.

TIN WOODMAN

104 Do you… eh, do have a name?

TIN HEAD

105 Not that I am aware.

TIN WOODMAN bridles, but calms himself with an effort.

TIN WOODMAN

106 What do you think about while in there?

TIN HEAD

107 A little intelligent reflection would lead you to realize that I’ve absolutely nothing to think about!

Another awkward moment.

TIN WOODMAN

108 Are you… happy?

TIN HEAD

109 Happy? What�??s that?

WOOT

110 You mean you don’t know what happiness is?

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.

SCARECROW and WOOT gather around the cupboard behind TIN WOODMAN.

TIN HEAD

112 I’ll thank you to close the door on your way out.

TIN WOODMAN

112-01 I don’t—

TIN HEAD

112-02 No, I don’t suppose you would. Good day.

TIN HEAD shuts his eyes. SCARECROW and WOOT look at TIN

WOODMAN.

TIN WOODMAN sighs… closes and latches the CUPBOARD door. He turns away—and gasps—

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.

KU-KLIP and TIN WOODMAN stare at each other… then KU-KLIP smiles… chuckles… laughs heartily.

KU-KLIP

113 Oh-ho! Who would have thought… here’s my Tin Man… come to visit me—and with friends! Welcome—welcome indeed!

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!

INT. KU-KLIP’S WORKSHOP LIVING AREA LATER

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—

SCARECROW

115 What?! No—no, indeed!

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.

WOOT

117 What’s that? Hold on, we’re not—

SCARECROW

117-01 We’re not here to—we’re seeking information.

KU-KLIP

117-02 Oh? Are you sure? I could—

TIN WOODMAN (interrupting KU-KLIP)

118 Do you know what has become of Nimmie Amee?

KU-KLIP looks at him, startled. For a long moment he studies TIN WOODMAN, then he sighs…

KU-KLIP

119 No… no I don’t… but I remember… she wept… bitterly… when you did not come back to her as you promised…

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.

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

WOOT looks around. This isn’t quite what he expected.

TIN WOODMAN

121 Do you… know their names… the people she went away with?

KU-KLIP shrugs his shoulders.

KU-KLIP

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

TIN WOODMAN flinches.

WOOT

123 What’s Magic Glue?

KU-KLIP

124 Eh? Oh, it’s a preparation with which to mend people when they cut themselves. Very handy.

TIN WOODMAN (suspiciously)

125 What… what happened to my meat body?

KU-KLIP

126 I… it occurred to me to piece them together, using the Magic Glue. I thought I could… make… a man out of them.

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—

He stops, seeing TIN WOODMAN’S expression.

KU-KLIP

126-02 It… 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.

KU-KLIP sighs.

KU-KLIP

126-03 I finally got together a very decent body—with heart and all the trimmings.

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.

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

KU-KLIP

126-05 He complained… constantly… was a thoughtless assistant… so, when he proposed, one day, to go off and seek adventures…

SCARECROW

127 What became of him?

KU-KLIP128 I don’t know. I—

TIN WOODMAN'S look stops him. 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.

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.

TIN WOODMAN

129 It seems to me that you had absolutely no business making another man out of my cast-off parts! After all—

KU-KLIP

129-01 Well, I don’t see what—

TIN WOODMAN turns away petulantly. KU-KLIP’s 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…

TIN WOODMAN’s unmoved. SCARECROW and WOOT are uncomfortable.

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.

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.

TIN WOODMAN squares his shoulders and marches out resolutely. SCARECROW and WOOT linger a moment, unsure what to do, then they follow.

KU-KLIP waves after them.

EXT. NIMMIE AMEE’S HOUSE - DAY

The group stands silently in front of a NIMMIE AMEE'S HOUSE. There’s no sound or activity.

SCARECROW

133 From what we have been told: this is Nimmie Amee's house.

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.

WOOT

135 Will you be okay? Does love indeed hurt this much?

TIN WOODMAN (pausing)

136 I do not know. I will tell you when Nimmie Amee marries me.

TIN WOODMAN forces himself into motion. Slowly, step by step, he moves for the front door… up onto the wooden porch… SCARECROW and WOOT following.

TIN WOODMAN knocks on the door. No answer. TIN WOODMAN stares at the door. SCARECROW and WOOT look at each other, uncomfortable. TIN WOODMAN knocks again.

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. TIN WOODMAN is unable to answer.

WOOT

138 It is I!

TIN WOODMAN looks at him with alarm. Both SCARECROW and WOOT tighten their grip on him, giving him support.

NIMMIE AMEE (OS)

139 Are you friends, or foes?

ALL (in unison)

140 Friends!

OS footsteps approach. TIN WOODMAN panics. He struggles to pull free, but SCARECROW and WOOT hold him. The door slowly opens. TIN WOODMAN

freezes.

NIMMIE AMEE stands in the doorway.

TIN WOODMAN

141 Nimmie Amee…

The transformation is remarkable. TIN WOODMAN stares at NIMIE AMEE in awe… after so long… seeing her again. NIMIE AMEE looks at him curiously.

NIMMIE AMEE

142 That's my name, but who can YOU be?

TIN WOODMAN143 Nimmie… do you ? do you not remember me? I am your old sweetheart.

NIMMIE AMEE looks at TIN WOODMAN, then she looks beyond to the rest of the party and smiles.

NIMMIE AMEE

144 Come in. Even sweethearts are forgotten after a time, but you and your friends are welcome.

SCARECROW and WOOT exchange a glance. TIN WOODMAN moves for the door, and the others follow.

INT. NIMMIE AMEE’S HOUSE - DAY

They enter cozy and comfortable NIMMIE AMEE�??S ROOM, neatly furnished and well swept and dusted. CHOPFYT is seated in a chair.

SCARECROW, TIN WOODMAN and WOOT stare at CHOPFYT. CHOPFYT stares back.

TIN WOODMAN

145 Impostor!

He starts forward—but SCARECROW and WOOT hold him back.

SCARECROW

146 Gently—gently! Don’t be rude to strangers.

TIN WOODMAN

147 Rude?! Why that villain is wearing MY OWN HEAD!

WOOT

148 Sire—Sire—wait—don’t—

CHOPFYT

149 What’s the meaning of this? Who are you?

TIN WOODMAN

149-01 WHO ARE WE? WHO ARE WE?!? YOU HUMBUG!!!

NIMMIE AMEE

150 I must insist you be more respectful to my husband.

TIN WOODMAN

151 Your… husband?

NIMMIE AMEE

152 Yes. I married Chopfyt a long time ago.

TIN WOODMAN

152-01 But I—

NIMMIE AMEE

152-02 Left. Without a word.

TIN WOODMAN

153 But he is me!

SCARECROW (laughing)

154 Oh, you�??re quite wrong, old friend. You are yourself, and so Chopfyt must be someone else.

CHOPFYT gets up and faces the newcomers.

CHOPFYT

154-01 Now see here, you lot, what is this all about? If you’re looking to make trouble—

TIN WOODMAN

154-02 Nimmie is my—

NIMMIE AMEE

154-03 No I’m not!

TIN WOODMAN looks at NIMMIE AMEE in shock.

NIMMIE AMEE

155 I won't say he is a husband to be proud of, because he isn't always an agreeable companion. There are times when I have to chide him gently, both with my tongue and with my broomstick. But he is my husband?

TIN WOODMAN recoils, in anguish.

NIMMIE AMEE

155-01 ... and I must make the best of him. He’s trained to draw water, and carry wood, and hoe the cabbages and weed the flower-beds and dust the furniture…

TIN WOODMAN

156 Wouldn’t you like to be Empress of the Winkies?

NIMMIE AMEE

157 Mercy, no. That would be a lot of bother. A new husband would have to be scolded, and gently chided until he learns my ways. And I don’t care for society, or pomp, or posing. All I ask is to be left alone and not to be annoyed by visitors.

SCARECROW

58 It sounds like it is time to go.

TIN WOODMAN starts to say something… but NIMMIE turns, puts her arms around CHOPFYT. CHOPFYT looks both surprised and triumphant at the same time.

SCARECROW and WOOT exit. TIN WOODMAN remains a moment. SCARECROW comes back, takes TIN WOODMAN’S arm. They exit.

EXT. NIMMIE AMEE’S HOUSE - DAY

TIN WOODMAN, SCARECROW and WOOT trudge away from NIMMIE AMEE�??S HOUSE.

WOOT

159 It looks as if we have made this journey for nothing.

TIN WOODMAN (forlorn)160 Nimmie Amee does not love me.

SCARECROW

161 Be thankful it is not your fate to hoe cabbages and draw water.

There’s a loud cracking sound inside TIN WOODMAN’S chest. He opens his chest door and pulls out two halves of his HEART.

TIN WOODMAN

162 But my heart! I fear there is no end to this ache.

SCARECROW and WOOT look on helplessly.

SCARECROW

163 Well, we are not wanted here… and we dare not go back through Loonville. I say we travel on.

TIN WOODMAN slumps down by the roadside.

TIN WOODMAN (sorrowful)

164 Do what you will. I will lay here and never move again.

SCARECROW

165 Well… that’s a fine way to behave! It makes me very glad I have a brain and not a heart. At least my brain leaves me with dignity!

TIN WOODMAN looks at SCARECROW.

SCARECROW

165-01 It seems to me I remember a time when we were in similar straits… and the only thing that kept us going…

TIN WOODMAN

165-02 ... was faith… and companionship. I remember…

TIN WOODMAN looks up at SCARECROW and WOOT a moment. Then he gets to his feet. He glances back at NIMMIE AMEE�??S house, then squares his tin shoulders and steps forward. WOOT smiles at him.

WOOT

166 I’ve never been in love, but someday I might be. Tell me what it feels like?

TIN WOODMAN puts an arm around WOOT’S shoulder.

TIN WOODMAN

167 Young Woot, you will be sorry when I do, but if you insist?

WOOT

168 I don't really insist.

TIN WOODMAN

169 Come, boy. I have so much heartache to pass on to you.

WOOT (silently)

170 Ohhhh.

WOOT, TIN WOODMAN, and SCARECROW walk down the trail into the sunset with TIN WOODMAN pouring out his soul to WOOT.

TIN WOODMAN

170-01 It begins with a yearning deep within your soul, and then there is a kind of murmuring, as though all your joints need oil, and cry out for it; yet you can still move! Which somehow, is even worse…

EXT. OZ – BADLANDS - DAY

SCARECROW, TIN WOODMAN and WOOT trudge through a succession of exotic LANDSCAPE.

DISSOLVE TO:

EXT. OZ – BADLANDS - LATER

TIN WOODMAN, SCARECROW, and WOOT discover a cup-shaped valley. In the center stands an enormous MRS. YOOP�??S CASTLE of purple stone. It’s high and broad and long, but has no turrets or towers. There’s one big door. A harsh, cold wind whips them as they stand before it.

SCARECROW

171 I—I wonder who lives there?

WOOT

172 That’s the biggest castle I ever saw. No one could open or shut THAT door.

SCARECROW

173 P-perhaps, if we go n-nearer, we s-shall find out whether a-anybody lives there or n-not. W-what d-do you say, S-Sire?

TIN WOODMAN

174 I cannot think of castles, occupied or not. I cannot think of anything but Nimmie Amee. My heart drags at me.

SCARECROW

175 Well, just don’t make us drag you. Come on, at least we might seek shelter tonight.

WOOT

175-01 D-do you think that’s a good idea?

Something howls on the plains.

ALL

175-02 It’s a good idea…

TIN WOODMAN, SCARECROW, and WOOT hurry toward the castle.

EXT. YOOP CASTLE - NIGHT

Approaching MRS. YOOP�??S CASTLE, TIN WOODMAN, SCARECROW, and WOOT discover, engraved in big letters over the doorway, the words: �??YOOP CASTLE.�?�

WOOT

176 Seems empty. How do we get in?

SCARECROW studies the situation a moment, then smiles.

Sitting on each other�??s shoulders: TIN WOODMAN, SCARECROW and WOOT on top. WOOT manages to lift the latch.

The enormous, ancient DOOR creaks open…

INT. YOOP CASTLE - NIGHT

TIN WOODMAN, SCARECROW and WOOT creep in warily. They advance cautiously—and suddenly—the DOOR slams shut behind them and they hear the latch click! Echoes boom through the castle’s COORIDORS.

TIN WOODMAN, SCARECROW, and WOOT all jump back.

SCARECROW tries desperately to push open the DOOR.

SCARECROW

177 Help—help! Help, someone—Help!

TIN WOODMAN

177-01 Stop that—stop—that’s not going to help…

WOOT

178 Let’s push ahead and see what may be seen.

They size up the situation, and decide that’s the best option. They keep close together as they stumble along a stone COORIDOR with many twists and turns… and side COORIDORS. They try many doors along the way but all are shut tight. They pass strange STATUES and odd PAINTINGS.

SCARECROW

179 Somehow, I don’t think that this was the best solution to our problem…

WOOT

180 But aren’t you amazed? Have you ever seen such decoration—or a palace of such magnitude?

TIN WOODMAN, SCARECROW, and WOOT reach the end of the passage and before them is another huge DOOR, which slowly and noiselessly swings open: a soft glow envelopes them. Through the opening they observe a big CHAMBER, the walls of which are lined with plates of pure gold, highly polished.

SCARECROW

180-02 Oh—

TIN WOODMAN

180-03 —my

WOOT

180-04 —ozness.

INT. GOLDEN CHAMBER

In the center of the CHAMBER is a great table at which sits MRS. YOOP. She has her back toward them and does not turn around. She takes a biscuit from a dish and butters it. It should be a home scene… but it isn’t… it’s scary…

When she speaks, MRS. YOOP’s voice is low… deep… terrifying…

MRS. YOOP181 You’re causing a draft—and I shall catch cold and sneeze.

TIN WOODMAN, SCARECROW, and WOOT tremble uncontrollably. They look around. There’s no way out. What looked like gold before now begins to look far less

desirable. There are shadows moving on the walls…

MRS. YOOP181-01 And when I sneeze, I get cross… and when I get cross I’m liable to do something… wicked! Come in, you foolish strangers; come in!

WOOT, TIN WOODMAN, and SCARECROW try to flee—but instead find themselves whisked toward the center the room—until they stand before MRS. YOOP. They tremble.

MRS. YOOP slowly turns around. Her gargantuan figure towers over them. She’s an immense woman, hideous and terrifying… clad in silver robes embroidered with floral designs.

WOOT, TIN WOODMAN and SCARECROW shiver before this terrifying apparition.

MRS. YOOP points a finger at a fireplace SCREEN which becomes a fence surrounding them. WOOT, TIN WOODMAN, and SCARECROW cower.

MRS. YOOP laughs.

MRS. YOOP

181-02 What have we here…?

TIN WOODMAN, SCARECROW, and WOOT shrink back as she bends close to examine them. It’s a hallucinatory experience—MRS. YOOP seems to change size, shape and appearance at whim…

MRS. YOOP

181-03 SPEAK!

The CHAMBER reverberates with the sound of her voice. TIN WOODMAN, SCARECROW, and WOOT fall to the ground, almost insensible with terror.

When the echoes have died away, SCARECROW raises his head, terrified.

SCARECROW

183 W-we d-didn’t know anyone l-lived here, M-Madam, s-so, b-being travelers and strangers in these p-parts, and w-w-wishing to find a p-place for our young c-companion to s-sleep—w-we v-ventured t-to enter your c-c-as�??

MRS. YOOP

184 YOU HAVE FOUND MUCH MORE THAN YOU BARGAINED FOR!!!

TIN WOODMAN, SCARECROW, and WOOT bury their faces in their hands, shaking. MRS. YOOP walks around them, sometimes huge and horrible, other times normal and motherly-looking.

WOOT looks between his fingers.

WOOT (fearful)

185 A-a-are you a w-w-witch?

MRS. YOOP

185-01 WITCH?

They cringe in terror as all manner of foul ENTITIES swarm briefly around them.

MRS. YOOP is suddenly a sweet, harmless-looking mother-figure again. WOOT looks up at her fearfully. She laughs much more pleasantly than before.

MRS. YOOP

186 More- an artist of transformation. More- Yookoohoo than a witch. More- clever with magic�?�than a witch. Perhaps you’ve heard of me… Mrs. Yoop?

TIN WOODMAN, SCARECROW, and WOOT look at each other, scared witless, unwilling to admit they haven’t.

SCARECROW

187 A-are w-we to c-consider you our f-friend, M-M-Mrs. Yoop?

MRS. YOOP

188 I never have friends—

MRS. YOOP again turns into a giant—but quickly becomes normal again.

MRS. YOOP

188-01 —but I’m glad you’ve come, dearies, for my life here is rather lonely. I’ve had no one… to talk to.

SCARECROW

189 Uh? W-w-w-w-e c-c-can�??t stay long…

MRS. YOOP

190 Oh, but I disagree.

MRS. YOOP becomes huge again.

MRS. YOOP

190-01 I mean to keep you here as long as I live, to amuse me when I get lonely.

TIN WOODMAN

191 T-t-t-that is outrageous… d-d-do you k-k-know, ma’am, who WE a-a-are?

She’s once again a normal, homey-looking mother-type.

MRS. YOOP

192 Mmmmm… a straw man… a tin man… and a meat boy…

TIN WOODMAN, SCARECROW, and WOOT shrink back as her baleful eye falls upon them.

MRS. YOOP

192-01 ... how unstimulating you are. So plain�?� I know- I will change you all into new forms… formsss farrr moreee interesting….

SCARECROW

193 Y-y-you—you can’t d-do that! You—we—we’re very important people—

MRS. YOOP is huge again. TIN WOODMAN, SCARECROW, and WOOT huddle together in terror.

MRS. YOOP

194 So much the better! I shall enjoy you all the more!

TIN WOODMAN, SCARECROW, and WOOT stare up in terror at MRS. YOOP.

MRS. YOOP

195 Meet bravely what you cannot avoid.

MRS. YOOP turns first to TIN WOODMAN.

MRS. YOOP points one enormous finger at TIN WOODMAN —there is a maelstrom of terrifying ENERGY —and TIN WOODMAN transforms into TIN OWL.

TIN OWL utters a cry of deep despair.

MRS. YOOP’S baleful eye fixes on him—he flies to the back of a chair and perches upon it, his tin feathers rattle against one another in a tinny chatter.

SCARECROW and WOOT look up at the immense, terrifying form of MRS. YOOP.

SCARECROW

197 N-n-n-now s-s-s-see here, m-m-m-m-madam, I c-c-consider this action very impolite…. it may even be called rude, c-c-considering we are your g-g-guests…

MRS. YOOP

198 Guests, straw man… At whose invitation?

MRS. YOOP opens her immense mouth in a hideous laugh—SCARECROW shudders violently—and at once he begins to change into STRAW BEAR.

STRAW BEAR shuffles awkwardly across the floor, whimpering.

WOOT looks at his friends in horror… then at MRS. YOOP. She’s once again normal-sized, though grotesquely-proportioned. WOOT trembles in terror.

MRS. YOOP

198-01 What to do with you, little cuddle-kins? I have something very special for you.

WOOT cringes in horror.

WOOT turns—runs for his life. Suddenly—MRS. YOOP is in front of him, her hair streaming as if alive—her eyes huge and blazing—WOOT screams—and becomes GREEN MONKEY.

GREEN MONKEY chatters as he bounds to the seat of a giant chair, and then to its back.

MRS. YOOP’S maniacal laughter echoes through the castle.

MRS. YOOP

201 Enjoy yourselves, my pets. We’ll play again… soon.

She cackles madly. Still laughing, she faces the DOOR.

MRS. YOOP

202 Open!

The DOOR slams open with a bang, and MRS. YOOP hobbles out. The DOOR begins to close.

STRAW BEAR ambles toward the opening, desperate, but he’s too late and bumps his nose as the DOOR slams shut.

STRAW BEAR

203 Open!

Nothing happens.

STRAW BEAR

204 Open!

Still, nothing happens.

STRAW BEAR slumps down.

TIN OWL

206 It’s just as well.

GREEN MONKEY

206-01 Just as—what—what are you talking about!

TIN OWL

206-02 It makes no difference. What I am without Nimmie Amme?

STRAW BEAR

207 You lovesick buffoon!

GREEN MONKEY

208 We must escape! We must! We’re �?? oh my—we’ll be—

They look around. The ceiling’s high and there are no windows.

STRAW BEAR

208-01 Your majesty? Who is now a tin owl!

TIN OWL looks up forlornly from his perch.

STRAW BEAR

208-02 It is time for you to show some fortitude.

TIN OWL

208-03 What good would it?

STRAW BEAR

208-04 If not for us, then how about for Woot?!

This convinces to TIN OWL, who decidedly nods. He looks up. Slowly, he extends his