Seeing that the fire beneath her cauldron, with its pachydermal contents, is going out, and for the first time realizing that Pumpkinhead is absent, Mombi leaves the hovel to collect firewood. Dorothy, pinioned in the grip of Mombi’s “Strong Arm Chair,” despairs of escaping, but Pumpkinhead climbs in a window and tickles the Chair’s nose, making it sneeze and release Dorothy and Toto. The three run off, and the enraged Witch pursues them on her broom, but they manage to evade her.
Pumpkinhead worries, but Dorothy encourages him with the song “Keep a Happy Thought,” during which they return to the Yellow Brick Road and head towards the Emerald City. Toto soon alerts Dorothy and Pumpkinhead to something he’s found, which turns out to be a living– and somewhat acerbic– carousel horse, stuck upside down with the post in his back stuck in the ground.
With some difficulty they manage to extricate him from this predicament, and indeed the pole from his back. On his hooves again, the horse thanks them, pledges his friendship, and introduces himself as Woodenhead Stallion III. He tells them the tale of how he thought he had found ideal work on a merry-go-round in a traveling carnival, but as he explains in “The Horse on the Carousel,” the dream job quickly became a nightmare, and one day, when a gang of unruly children were manhandling him, he broke loose from the carousel and ended up where his new friends found him.
Dorothy invites him to come along, and when he learns of Mombi’s plot and that speed is of the essence, he offers them a ride on his back, and off they gallop… in circles. He soon gets the hang of running in a straight line, however, and they reach the Emerald City in double-quick time.
Once there, they are ushered by Omby Amby into the throne room, where Dorothy and the Scarecrow have a joyful reunion. She compliments him on his regal appearance, but he glumly declares in the song “B-R-A-N-E” that his intellect and position have not brought fulfillment to his life after all. “If you don’t learn to use your brain,” he muses, “it’s nothin’ but a big headache, that’s what it is, a big headache.”
Dorothy, Pumpkinhead, and Woodenhead apprise the Scarecrow of Mombi’s plan to overrun the Emerald City, inciting His Majesty’s ire, but also his worry, as this is his first invasion and he isn’t sure how to proceed.
Meanwhile, with a sneer and a song, Mombi sits astride the neck of the leader of her now fully-formed herd of marching Green Elephants, belting out “An Elephant Never Forgets.” They reach the Emerald City, sending Omby Amby sailing into the throne room, where he announces, “A Miss, eh, Mombi to see you, Sir,” then passes out.
As the Elephants ravage the city and the palace, Dorothy, the Scarecrow, Pumpkinhead, and Toto pile on Woodenhead and escape through a secret exit.
But Mombi is at the other end…