The road forks in a cornfield, where a live scarecrow is stuck on a pole.
Dorothy helps him off the pole, and using the power of verse and meter, he laments the fact that he doesn't have any brains. Funny, he seems smart enough to us.
Dorothy suggests that they partner up like Hope and Crosby, then ask the Wizard for some brains. The Scarecrow is down with this plan.
A little further down the road, they run into a grove of living, talking apple trees. The Scarecrow demonstrates his lack of brains by cleverly getting the trees to throw apples at them.
While gathering the fruit, Dorothy discovers a man made out of tin: rusted solid and doing his best impersonation of a Civil War statue.
She and the Scarecrow de-rust him with the timely application of some oil and he expresses his eternal gratitude.
Like the Scarecrow, the Tin Man feels he has a problem – a lack of a heart – despite the fact that he seems like the sweetest guy in the whole wide world. Also like the Scarecrow, he expresses his frustration in song.
The Witch of the West interrupts all the singing and dancing like a Broadway heckler and starts threatening the group. Watch out for that fire, Scarecrow.
The party resolves to keep going, despite the scariness of wicked witches.
The road soon leads into a deep forest, where wild animals roam free.
A lion gets the jump on them: besting the Scarecrow easily and going after Toto (the one member of the group who stands up to him).
Dorothy delivers a vicious slap to the Lion's nose, making him burst into tears. The lion, it seems, is a bit of a wimp.
Refrain #3 kicks in, as the Lion bemoans his lack of guts to all who will listen.
He joins the little group in hopes that the Wizard will grant him what he thinks he lacks—courage.
The Witch isn't done with them yet, though: as they emerge from the forest, they come across a carpet of poppies that she's put the magic whammy on.
Dorothy, Toto and the Lion soon fall fast asleep, and won't wake up. The Scarecrow and the Tin Man shriek for help.
Help arrives in the form of Glinda, who sends some magic wake-up snow to break the spell.
Refreshed by their unexpected nap, Dorothy and her friends continue on to the Emerald City.