The friends are frustrated at their reception by the "great and powerful" Wizard of Oz ( Frank Morgan again) - at first he won't receive them at all. As they emerge looking clean and spiffy, the Wicked Witch appears on her broomstick and skywrites "Surrender Dorothy" above the city. The four travelers marvel at the wonders they find in the Emerald City and take time to freshen up: Dorothy, Toto and the Lion have their hair done, the Tin Woodman gets polished, and the scarecrow receives an infusion of fresh straw stuffing. Glinda saves them by making it snow, which counteracts the effects of the poppies.
Within sight of the city, the witch conjures up a field of poppies that cause Dorothy, Toto, and the lion to fall asleep. She incites trees to throw apples at them, then tries to set the scarecrow on fire. On the way to the Emerald City, Dorothy and her friends are hindered and menaced by the Wicked Witch of the West. Dorothy's three friends resemble the three farmhands who work for Dorothy's aunt and uncle back in Kansas. As they walk through a dense forest, they encounter the Cowardly Lion ( Bert Lahr), who wishes for courage and joins the quest in the hope that the wizard will give him some. When they oil his joints so he can walk and talk again, he confesses that he longs for a heart he too joins Dorothy. They come upon the Tin Woodman ( Jack Haley), who was caught in the rain and is so rusty he can't move. Hoping that the wizard can help him, the Scarecrow ( Ray Bolger) joins Dorothy on her journey. Before she's followed the road very far, Dorothy meets a talking scarecrow whose dearest wish is to have a brain. To get there, Dorothy sets off down the Yellow Brick Road. Glinda advises that if Dorothy wants to go home to Kansas, she should seek the aid of the Wizard of Oz, who lives in the Emerald City. But Glinda ( Billie Burke), the Good Witch of the North, gives Dorothy the dead witch's enchanted Ruby Slippers, and the slippers protect her. The Wicked Witch of the West ( Margaret Hamilton again), who is the sister of the dead witch, threatens Dorothy. The witch ruled the Land of the Munchkins, little people who think at first that Dorothy herself must be a witch. The tornado drops Dorothy's house on the Wicked Witch of the East, killing her. Along with her house and Toto, she's swept from her sepia-toned world to the magical, beautiful, dangerous and technicolor land of Oz.
Unable to reach her family in their storm cellar, Dorothy enters the house, is knocked unconscious by a loose window, and apparently begins to dream. Dorothy immediately returns home with Toto, only to find a tornado approaching. Pretending to tell her fortune and wishing to reunite Dorothy with her aunt, he tells her that Auntie Em has fallen ill from worry over her. She meets an itinerant phony fortune teller, Professor Marvel ( Frank Morgan), who immediately guesses that Dorothy has run away. Fearing that Miss Gulch, who does not know that Toto has escaped, will return, Dorothy takes the dog and runs away from home.
Miss Gulch shows up with an order to take Toto to the sheriff to be euthanized, but Toto jumps out of the basket on the back of Miss Gulch's bicycle and runs back to Dorothy. She daydreams about going "over the rainbow" after Miss Gulch ( Margaret Hamilton), a nasty neighbor, hits Dorothy's dog Toto ( Terry) on the back with a rake, causing Toto to bite her. Dorothy Gale ( Judy Garland) is an orphaned teenager who lives with her Auntie Em ( Clara Blandick) and Uncle Henry ( Charley Grapewin) on a Kansas farm in the early 1900s.
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