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