As the three walk, they notice the road is beginning to get rough. The farms are fewer and further between.
When they stop for lunch, Dorothy's relieved to find out that the Scarecrow doesn't eat. Good thing, because she didn't pack much food.
Over the meal, Dorothy tells her new friend about Kansas. He thinks it sounds like a giant bummer and can't understand why she would want to go back there. Dorothy says Kansas is her home and she loves it.
Dorothy asks the Scarecrow to tell her a story, but he says he's too new to the world. He was literally made two days ago.
He settles on telling her the story of how he was made. Basically a farmer painted on his eyes, ears, etc., and then stuck him on the pole.
The Scarecrow wasn't overly fond of the pole. He hated standing alone in the field. And he hated it even more when the crows came along and started bugging him.
They set off walking again, and soon enough they come to a forest. It's dark, and not being able to see is making Dorothy nervous. The Scarecrow finds a cottage and they decide to stay there for the night.