In the woods, Lion and Tinman were putting the finishing touches on Scarecrow when Toto ran up baking intently. The three men looked up.

Tinman: Hey guys, it's Toto. I wonder where he came from.

Scarecrow: Don't you get it? He's come to take us to Davy.

Lion and Tinman helped Scarecrow to his feet and the three followed Toto to the mountain. The climbed with all their strength up the unstable rocks. Scarecrow lead the way using Tinman's "ax" to help him climb as Tinman held onto Lion's tail. Rocks fell and the mountain side was unstable but the three finally made it to the top.

The three gazed at the castle. It seemed surrounded by a thick cloud of black mist. Outside, the guards practiced their marches and rounds chanting "O-E-O EEOOO-Um". They wore heavy gray garbs and huge wool hats atop their heads and held long spears.

Scarecrow: That must be the castle. Davy's in there.

Tinman: Oh I can't stand to think of him in there. (He begins to cry.) We've got to get him out of there.

Scarecrow: Tinman, get a hold of yourself. Davy's fine and he also has your oilcan.

Lion: How are we going to get in there?

Scarecrow: I have a plan.

Lion: Yeah?

Scarecrow: And you're leading us.

Lion (frightened): Me?

Tinman: That's right.

Lion (determined): Alright. For Davy. Wicked Witch or no Wicked Witch. Scary Guards or no Scary Guards. I'll tear everyone of them apart. There's just one thing I want you guys to do for me.

Scarecrow and Tinman: What's that?

Lion (timidly): Talk me out of it. (Lion starts turning around when Tinman and Scarecrow pull him back.)

The men climbed closer down to the guards for a better view. When they stopped, Scarecrow began to whisper his plan to Lion who in turn whispered in to the Tinman. Tinman, now holding his guitar again, shook his head. As the three continued conversing, three of the witched of guards begin sneaking up behind them. Toto barked warning the men but Scarecrow misinterpreted the barking and picked him up petting him. Lion turned around inadvertently and saw the upcoming guards. He began to shake and pull on the other two who merely swatted at him to stop. When they did turn, the guards pounced.

A mess of straw, hats, and dust flew up everywhere. Lions tale swayed in the air as well and Toto barked uncontrollably. Then, and the dust settled, Scarecrow emerged in one of the guard uniforms followed by Tinman and the Lion all in uniforms. Toto climbed up on the rock next to them holding one of the guards sashes ripped to shreds in his mouth. They held the spears up and Scarecrow began climbing the rock.

Scarecrow: Come men, I have another idea.

Lion: I don't think it's ver polite dropping in like this where we're not invited.

Tinman: Oh come on.

The Three slowly approached the rest of the guards and marched al behind them as they marched into the castle chanting. Lion at the end of the line swatted at his tale attempting to shove it under his long coat. Toto trotted along behind quietly. Behind them, the drawbridge rose and their exit was sealed. Once inside, the three men parted from the group and hid around the corner.

Lion (frightened): Where do we go from here?

Toto then began barking standing at the foot of a long stairway.

Scarecrow: Up those stairs.

The group followed Toto up the long stairs and to the door. They shrugged off their garments and Scarecrow put his knuckles to the door and knocked lightly.

Scarecrow: Davy, you in there? It's the Scarecrow.

Davy, on the other side of the door, ran from the window to the door.

Davy: It's me! It's me!

Scarecrow: Stand back. Tinman's going to chop down the door.

Davy: Hurry, the hourglass is almost empty.

Scarecrow: The what?

Davy: Never mind. Just get me out of here quickly.

Tinman took hold of his "ax" and began swinging at the door. Remarkably, for just a guitar, it was doing quite a bit of damage. Davy stood back hearing the whacking and keeping an eye on the hourglass. Tinman continued striking the door until finally it swung open. Davy ran out to the three, Scarecrow handing him Toto.

Davy: Oh Thank you. Thank you.

Scarecrow: Hurry Davy. We've got no time.

Davy, Scarecrow, and Lion ran as Tinman fiddled with his guitar.

Tinman: Hey, I think I just wrote another song. Take a listen:
(singing)No Time
No Time for you
I've got no...

As Tinman sang, Scarecrow and Lion ran back up and pulled Tinman from his spot down the stairs.

Scarecrow (running): Now's not the time.

As the group assembled at the bottom, they hurried for the large wooden doors out the room. Suddenly, the doors swung closed. The group was trapped. As Tinman began to whack at the door, the Witch's cackled stopped everyone. They turned around and looked above them; the Witch, with her monkey general, held the hourglass, empty.

Witch: You thought you could get away? Well whoa to you. Times up!

As the witch cackles again, two swarms of guards come from the corridors and seize the group but refrain from attacking. While stranded, scarecrow begins examining the rope holding the wooden chandelier above the army.

Witch: That's right; don't attack just yet. I want them to think about it a little first. (She cackles yet again and throws down the hourglass which exploded as it hits the ground before the group.)

The explosion covered the group and Scarecrow takes Tinman's arms and swings the "ax" at the rope cutting it free. The chandelier landed on the first rows of guards allowing the group to escape. The Witch screamed and scurried down the stairs.

Witch: Seize them, you fools! Seize them! Half you go down the east; half you go down the west. We'll cut them off in the middle. Go! (The guards split.)

The four run down the falls and end up on some outdoor halls. The guards had split up and began to cut off their paths. As the group met up with the one group, the stop and hastily retreat. However their efforts were thwarted as the second group and the group was forced to back up the wall. Both groups meshed together and held them against the wall with the threat of being stabbed with their spears. The guards parted slightly allowing the Witch to come to the front.

Witch: Lookly looky what we've got here: three men, a boy, and his dog. Thought you could escape this castle, did you? Well, I figure you, my little pretty, will be the last to go. The first three'll go before you. (She takes her broom and lights the end with a torch on the wall just behind her. She holds it before the Scarecrow. Scarecrow looks worried.) How about some fire, Scarecrow.

Witch lit the Scarecrow's arm a fire. Franticly, he jumped up and down.

Scarecrow: I'm burning! I'm burning! Put me out! Put me out!

Davy takes a conveniently located bucket of water from the ledge behind him and tossed the water hastily on the scarecrows arm putting out the fire. Some of the water the missed the Scarecrow's arm hit the witch. The Witch screeches in pain.

Witch: Oh you half-witted boy, you've got me wet. (She slowly shrinks to the ground melting.) I'm melting! Oh what a world. Who could have though a little pretty like you and your dog could go and destroy my beautiful evilness. I'm going! I'm going! Ohhh...(Where the witch was is now a steaming pile of her black gown.)

Evil Guard (in a slight Texas accent): You-You killed the Wicked Witch.

Davy: I really didn't mean to. Well not like that. It's just Scarecrow was on fire and...

Evil Guard: All hail to Davy! The Wicked Witch id dead!

Collective of Guards: Hail Davy! The Wicked Witch is dead!

Davy (modestly): Oh well... (intently) Oh, could we have the broom?

Evil Guard (picking up the broom; handing it to Davy): Go right ahead and take it with you.

Davy: Tell me, why did she call me her "little pretty"?

Scarecrow: We don't have time now, Davy.