A wicked king has taken over the Emerald City, and wants his daughter, Princess Gloria, to marry the horrid courtier Googly-Goo, though she loves Pon, the Gardener's Boy. The camera now follows two farmers placing a Scarecrow upon a pole in a cornfield. Meanwhile, Pon rescues a Kansas girl named Dorothy from the evil witch Mombi, to whom Princess Gloria has been taken by King Krewl to freeze her heart so she will no longer love Pon. An Indian princess conducts a ceremony to bring the Scarecrow to life. Pon rescues the cold-hearted princess and they flee in search of help, discovering the Scarecrow (who promptly falls in love with the princess) and Button-Bright, a lost boy from America. They come to the castle of the Tin Emperor, Nick Chopper, and after oiling him, he falls in love with Gloria. After a bit of a chase aided by the Sawhorse and the Wizard, Mombi turns Pon into a Kangaroo, and a slew of Fred Woodward's animals battle it out.