Dorothy muses about the loyal friendship and familiarity of her fellow travelers [obviously, they are manifestations of the Kansas farmhands]:

Oh, you're the best friends anybody ever had. And it's funny, but I feel as if I've known you all the time. But I couldn't have, could I?...Still, I wish I could remember. But I guess it doesn't matter anyway. We know each other now, don't we?

They join hands and skip together "to Oz," their destination, singing "We're Off to See The Wizard." They enter a thick forest which immediately spooks and frightens Dorothy: "I don't like this forest. It's dark and creepy...Do you suppose we'll meet any wild animals?" Worried that they will be attacked, the Tin Woodsman predicts the dark forest will be filled mostly with "lions and tigers and bears."

Dorothy: Lions?
Scarecrow: And tigers?
Tin Man: And bears!
Dorothy: Lions and tigers and bears, oh my!

As they march along the twisting road, fearfully repeating the phrase and rapidly gaining speed, a ferocious-looking Cowardly Lion (Bert Lahr) with a matted mane and two tiny ears bounds into their path with a strange roar: "Rrowrrrr!" Both the Tin Man and the Scarecrow back away and are cowering on the ground. Then, the lion stands on two feet and challenges them with his two paws, bravado and elongated words:

Lion: Put 'em up, put 'em uuuuuup! Which one of you first? I'll fight ya both together if you want. I'll fight ya with one paw tied behind my back. I'll fight ya standin' on one foot. I'll fight ya with my eyes closed. (To the Tin Woodsman) Oh, pulling an axe on me, hey? (To the Scarecrow) Sneakin' up on me, hey? Why, gnong-gnong!
Tin Man: Here, here. Go away and let us alone!
Lion: Oh, scared, huh? Afraid, huh? (To the Tin Woodsman) How long can you stay fresh in that can? Ha-ha-ha-ha. Come on, get up and fight, ya shivering junkyard. (To the Scarecrow) Put your hands up, ya lopsided bag of hay.
Scarecrow: Now that's getting personal, Lion!
Tin Man: Yes, get up and teach him a lesson.
Scarecrow: What's wrong with you teachin' him?
Tin Man: W-w-w-ell, I hardly know 'im.

When Toto barks and yips at the Lion, he shouts: "I'll get you anyway, peewee," and he takes off after the dog. Dorothy protectively steps in to defend her precious animal and slaps the king of beasts on the nose, causing him to sob fearfully and admit his cowardice:

Dorothy: Shame on you!
Lion (earnestly sobbing): What did you do that for? I didn't bite him.
Dorothy: No, but you tried to. It's bad enough picking on a Straw Man but when you go around picking on poor little dogs...
Lion: Well, you didn't have to go and hit me, did ya? Is my nose bleeding?
Dorothy: Well, of course not. My goodness. What a fuss you're making. [The Lion dabs his tear-filled eyes with the tip of his wavering tail] Well, naturally when you go around picking on things weaker than you are. Why, you're nothing but a great big coward!
Lion (sobbing): You're right. I am a coward. I haven't any courage at all. I even scare myself. Look at the circles under my eyes. I haven't slept in weeks.
Tin Woodsman: Why don't you try counting sheep?
Lion: That doesn't do any good. I'm afraid of 'em.

The Cowardly Lion is paralyzed by timidity - scared by the sheep that he counts to fall asleep. Dorothy invites him to join the group, all functioning imperfectly or damaged in some way, on their mission to the Wizard: "I'm sure he could give you some courage." The Lion responds that his life has been unbearable without courage: "Well, wouldn't you feel degraded to be seen in the company of a Cowardly Lion? I would...My life has been simply unbearable." He performs as the other two strangers had done earlier, singing of his problem of being a childish sissy ("without the vim and verve") in "If I Only Had the Nerve":

...But I could show my prowess
Be a lion, not a mowess
If I only had the nerve
I'm afraid there's no denyin'.
I'm just a dandy-lion.
A fate I don't deserve.
I'd be brave as a blizzard...

All three of Dorothy's companions have had similar songs that reveal their secret fears, self-deprecating insecurities, hollow insides, and longings: "If I Only Had a Brain," "If I Only Had a Heart," and "If I Only Had the Nerve."

When the Lion accedes, the four of them link arms and break into their spirited song as they dance through the woods: "We're Off to See the Wizard." From high up in her castle, the Wicked Witch follows the sojourners' progress and gazes at them within her crystal ball, while cackling and concocting sorcery and other menacing elements to take possession of the ruby slippers. At her side is Nikko (Pat Walshe), the captain of her evil crew of winged monkeys. The Witch is determined to stop their sojourn to healing - she plots to cause sleep-inducing flowers (opium is derived from poppies) to poison them, make them passive and lull them to sleep:

So, you won't take warning, eh? All the worse for you. I'll take care of you now instead of later. When I gain those ruby slippers, my power will be the greatest in Oz. (She stirs the potion.) Now my beauties. Something with poi-son in it I think. With poison in it. But attractive to the eye and soothing to the smell. Ha-ha-ha-ha. Poppies. Poppies. Poppies will put them to sleep. Sle-ee-p. Now they'll sle-ee-p.

Just as the unsuspecting group beholds the gleaming green towers of the Art Deco Emerald City in the far distance at the edge of the forest, they realize they must first cross an enchanted field of red poppies. [Notice a continuity problem - Toto is first on a rock and then magically appears behind the group.] Dorothy points excitedly: "There's Emerald City. Oh, we're almost there at last, at last! It's beautiful, isn't it? Just like I knew it would be. He really must be a wonderful Wizard to live in a city like that." As they skip through the field, the Scarecrow motions and urges them on: "Come on, come on."

Dorothy is the first to succumb to the narcotic fumes of the poppies. She falls asleep in the rolling, sleep-inducing poppy field - a victim of the Witch's spell. Tired and overcome, she puts her hand to her forehead: "I can't run anymore. I'm so sleepy...I have to rest for just a minute." Toto is already laying down and asleep in the field. The Tin Man's heart causes him to cry. The Lion yawns and weakly collapses next: "Comin' to think of it, forty winks wouldn't be bad." The Scarecrow's brain deduces: "This is a spell, this is." The Tin Man adds: "It's the Wicked Witch." Unaffected by the fatal potion, the Scarecrow and Tin Man both yell for help. A giant, superimposed image of Glinda appears to answer their cries - she waves her wand and causes a light snow flurry to fall from a sunny sky. The snow covers them like a cold white blanket, as the Scarecrow cries: "Maybe that will help." The chill revives and awakens them from their fatigue. The Lion wakes up in the surprising snowfall: "Unusual weather we're having, ain't it?" After unrusting the Tin Man, they are able to fulfill their journey.

Watching how they have circumvented her powers again, the Wicked Witch curses by the side of her crystal ball:

Curses, curses! Somebody always helps that girl. Shoes or no shoes. I'm still great enough to conquer her. And woe to those who try to stop me!

The foursome link arms again and proceed: "Look, Emerald City is closer and prettier than ever!" exclaims Dorothy. As the group rushes to the city with green skyscrapers, the Rhythmettes sing "Optimistic Voices" on the soundtrack:

You're out of the woods
You're out of the dark
You're out of the night...

The Wicked Witch flies off her balcony/parapet on her broomstick towards the city of Oz.

At the Emerald City's huge green gate, the foursome (hicks from the country) are intimidated by the metropolis. Dorothy rings the bell to gain entrance, but the neatly-mustached blue/green uniformed, forgetful gate/doorman (Frank Morgan in the second of many roles) sticks his head out of the door's porthole and complains: "Who rang that bell?" They are told to read the door's notice that isn't visible until the officious doorman brings it out: "BELL OUT OF ORDER, PLEASE KNOCK." After knocking, they are allowed to state their bureaucratic business:

Group: We want to see the Wizard.
Gateman: The Wizard? But nobody can see the great Oz. Nobody's ever seen the great Oz. Even I've never seen him.
Dorothy: Well then, how do you know there is one?
Gateman: Because he, uh..., you're wasting my time.

When Dorothy explains she was sent by the Good Witch of the North and proves it by displaying her ruby slippers, he gasps, changes his mind and they are admitted through the gate: "Oh, so she is. Well, bust my buttons. Why didn't you say that in the first place? That's a horse of a different color! Come on in."

They enter into the bustling, sparkling sidewalks - another colorful, Art Deco wonderland - and are met by a Cockney-sounding coachman (again Frank Morgan!) who drives a carriage. Rather than taking them directly to their audience with the Wizard, he suggests that they first go freshen and tidy up. The carriage is pulled by a literal white horse "of a different color" (it soon turns different shades of the rainbow: purple, red, and then yellow): "There's only one of 'em and he's it. He's the horse of a different color you've heard tell about." Everyone happily sings: "The Land of Oz."

Ha, ha, ha
Ho, ho, ho
And a couple of tra - la - las
That's how we laugh the day away
In the Merry Old Land of Oz...

They are delivered to the WASH & BRUSH UP CO., where the Scarecrow is stuffed with new straw, the Tin Woodsman is given a buffing and regalvanizing, and Dorothy, Toto and the Lion are given permanents (the Lion is given a red bow to wear on his head). [The scene presents a positive view of technology, unlike Modern Times (1936).]

As they leave following the treatments, the Wicked Witch reappears on her broomstick, etching a warning in black smoke across the sky: "SURRENDER DOROTHY." Quivering, the Lion asks: "Who's h-h-her?" Dorothy answers: "It's the Witch. She's followed us here." A woman in the crowd asks: "Who's Dorothy?" Another responds: "The Wizard will explain it." The worried crowd rushes to the Wizard's palace in search of an answer.

Everyone is stopped by the Major-domo palace guard (Frank Morgan again!), who reassures them: "Everything is all right. The Great and Powerful Oz has got matters well in hand. So you can all go home and there's nothing to worry about." The relieved townspeople scatter, but the group of four has come all that way on their wanderings and insists on entering. The contentious guard stubbornly refuses to permit them to enter but is finally persuaded to at least announce them:

Guard: Orders are, nobody can see the Great Oz, not nobody, not no how...NOT NOBODY, NOT NO HOW!
Dorothy: But please, it's very important.
Lion: And I got a permanent just for the occasion.
Guard: NOT NOBODY, NOT NO HOW!
Scarecrow: (thinking again) But she's Dorothy!
Guard: The Witch's Dorothy? Well, that makes a difference. Just, uh, wait here, I'll announce you at once.

Outside the palace door, as they await word from inside, the Cowardly Lion performs the clever: "If I Were King of the Forest."

If I were King of the Forest, not queen, not duke, not prince.
Each rabbit would show respect to me
The chipmunks genuflect to me.

Pretending that his three companions are his adoring subjects, they wrap the royal-looking beast's shoulders in a rug and crown his new permanent on his head with a jagged, broken flower pot. Then they ask him questions about his courage, and he answers with unrhyming rhymes:

Dorothy: If you were king, you wouldn't be afraid of anything?
Lion: Not nobody, not no how.
Tin Woodsman: Not even a rhinoceros.
Lion: Imp-oceros.
Dorothy: How about a hippopotamus?
Lion: Why I'd thrash him from top to bottom-us.
Dorothy: Supposin' you met an elephant.
Lion: I'd knot him up in cellophant.
Scarecrow: What if it were a brontosaurus?
Lion: I'd show him who's King of the Forest.
Group: How?
Lion: How? Courage! What makes a King out of a slave? Courage! What makes the flag on the mast to wave? Courage! What makes the elephant charge his tusk in the misty mist, or the dusky dusk? What makes the muskrat guard his musk? Courage! What makes the Sphinx the Seventh Wonder? Courage! What makes the dawn come up like thunder? Courage! What makes the Hottentot so hot? What puts the ape in ape-ricot? What have they got that I ain't got?
Group: Courage.
Lion: You can say that again. Huh?

The palace guard returns to reverse the good news: "The Wizard says, 'Go away.'" Dorothy collapses, heartbroken by the bad news, reflecting tearfully:

Auntie Em was so good to me. And I never appreciated it. Running away and hurting her feelings. Professor Marvel said she was sick. She may be dying and it's all my fault. I'll never forgive myself. Never, never, never.

Moved to tears while overhearing Dorothy, the palace guard capitulates - empathizing with her because he also had an Aunt Em: "Please don't cry anymore. I'll get you in to the Wizard somehow. I had an Aunt Em myself once." He opens the double doors to the palace passageway and allows them entrance.

They slowly march down an intimidating, long, green, arched tunneling corridor toward a great vaulted hall - shaking with fear and holding hands. The Cowardly Lion wails:

Lion: Wait a minute, fellas. I was just thinkin'. I really don't want to see the Wizard this much. I'd better wait for ya outside.
Scarecrow: What's the matter?
Tin Man: Oh, he's just scared again.
Dorothy: Don't you know the Wizard is gonna give you some courage?
Lion (twirling his tail in nervous fear): I'd be too scared to ask him for it.
Dorothy: Well, then we'll ask him for you.
Lion: I'd sooner wait outside.
Dorothy: Why?
Lion: Because I'm still scared. (Out of fear, he pulls on his own tail and yelps.)
Scarecrow: What happened?
Lion: Somebody pulled my tail.
Scarecrow: You did it yourself.

Just then, the doors to the Wizard's chamber open, with the booming, intimidating words: "Come forward." They grab each other for strength and creep forward. The Lion covers his eyes and begs: "Tell me when it's over...I wanna go home!" In a spectacular, dazzling confrontation with the Wizard, appearing as an enlarged, monstrous, disembodied head suspended above a throne/altar with roaring plumes of fire, his stentorian voice booms: "I am Oz, the Great and Powerful. Who are you?" He repeats again even louder: "Who are you?" Trembling, Dorothy tiptoes up to speak for the group, stammering: "If you please, I am Dorothy. The small and meek. We've come to ask..." The Wizard's thundering voice interrupts - he already knows why each of them has come to him as they each step forward:

Wizard: Silence! The Great and Powerful Oz knows why you have come. Step forward, Tin Man. You dare to come to me for a heart, do you? You clinking, clanking, clattering collection of collaginous junk!
Tin Man: Uh, yes-yes sir, yes, Your Honor. Y'see, uh, a while back, we were walking down the Yellow Brick Road and -
Wizard: Quiet!
Tin Man: Whoa! (He retreats.) And you, Scarecrow have the effrontery to ask for a brain. You billowing bale of bovine fodder.
Scarecrow: (He bows and approaches on his knees) Yes, Your Honor. I mean Your Excellency, I mean Your Wizardry.
Wizard: Enough. And you, Lion. Well?

Unable to explain his request, the Lion faints dead backwards onto the floor.

Although fearful, Dorothy is outraged and morally indignant at him. While remaining courteous and polite, she rebukes the Wizard for bullying the weak-kneed Lion: "You ought to be ashamed of yourself. Frightening him like that when he came to you for help." Oz booms back with a preemptory response: "Silence, whipper-snapper." The Wizard promises that he will grant all their requests - but with one condition. They must first perform a task to test for the qualities that they each believe they lack:

The Beneficent Oz has every intention of granting your requests...but first you must prove yourselves worthy by performing a very small task.

Hearing that their wishes will be granted, the Lion perks up. They are assigned a mission to go to the Witch's Castle and bring back the broomstick of the Wicked Witch of the West. The Tin Man realizes the true daring of the deed: "But, but, but, if we do that, we'll have to kill her to get it!" The Lion asks timidly: "But what if she kills us first?" The faint-hearted Lion is the first to scurry away from the Wizard's presence, running down the hallway and jumping through an exit window.