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A METRO-GOLDWYN-MAYER PICTUREfrom the famous story by L. FRANK BAUM

JUDY GARLAND as Dorothy FRANK MORGAN as The Wizard

RAY BOLGER as The Scarecrow BERT LAHR as The Cowardly Lion

JACK HALEY as The Tin Woodman

BILLIE BURKE as Glinda MARGARET HAMILTON as The Wicked Witch

CHARLEY GRAPEWIN as Uncle Henry CLARA BLANDICK as Aunt Em

PAT WALSHE as Nikko and THE MUNCHKINS

A VICTOR FLEMING PRODUCTIONScreenplay by NOEL LANGLEY, FLORENCE RYERSON, and EDGAR ALLAN WOOLF

Lyrics by E.Y. HARBURG Music by HAROLD ARLEN Musical Adaptation by HERBERT STOTHART

Directed by VICTOR FLEMING Produced by MERVYN LeROY

1. Main Title (1:58)Performed by the M-G-M Studio Orchestra and ChorusComposed and/or Arranged by Herbert StothartOrchestrated by Murray CutterRecorded 5/6/39 and 7/9/39

2. Over The Rainbow (2:44)Performed by Judy GarlandMusic by Harold ArlenLyric by E.Y. “Yip” HarburgArranged by Herbert StothartOrchestrated by Murray CutterRecorded 10/7/38“Introduction To ‘The Rainbow’” Composed and Arrangedby Herbert StothartOrchestrated by Murray CutterRecorded 4/13/39

3. Cyclone (extended version) (2:17)Performed by the M-G-M Studio OrchestraComposed, Arranged and/or Orchestrated by Herbert Stothart,George Bassman, and George StollRecorded 5/6/39

Munchkinland Musical Sequence:Music by Harold ArlenLyric by E.Y. “Yip” HarburgArranged by Herbert StothartOrchestrated by Leo ArnaudRecorded 12/14-16/38, 12/19/38, 12/22/38, and 4/13/39

4. Come Out, Come Out... (:42)Performed by Billie Burke and The Munchkins

5. It Really Was No Miracle (:59)Performed by Judy Garland, Billy Bletcher, and The Munchkins

6. We Thank You Very Sweetly (:20)Performed by Joseph Koziel [?] and Frank Cucksey

7. Ding-Dong! The Witch Is Dead (:47) Performed by The Munchkins

8. As Mayor Of The Munchkin City (:32)Performed by Billy Bletcher, Pinto Colveg, and J.D. Jewkes

9. As Coroner, I Must Aver (:31)Performed by Harry Stanton

10. Ding-Dong! The Witch Is Dead reprise (:46)Performed by The Munchkins

11. The Lullaby League (:23)Performed by Lorraine Bridges, Betty Rome, and Carol Tevis

12. The Lollipop Guild (:24)Performed by Billy Bletcher, Pinto Colveg, and Harry Stanton

13. We Welcome You To Munchkinland (:39)Performed by The Munchkins

(Additional Munchkin vocals provided by Lois Clements, Zari Elmassian, Nick Angelo, Robert Bradford, Abe Dinovitch, Virgil Johansen,

Music by Harold Arlen Lyrics by E.Y. Harburg Musical Adaptation by Herbert StothartPublished by EMI Feist Catalog Inc. (ASCAP)

Conducted by Herbert Stothart Associate Conductor George StollRecorded in Culver City, California 3

14. Follow The Yellow Brick Road/Off To See The Wizard (:49)

Performed by Judy Garland and The MunchkinsViolin solo by George StollMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 12/22/38 and 4/13/39

15. If I Only Had A Brain(extended version) (3:44)Performed by Ray Bolger and Judy GarlandMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 2/28/39 and 4/11/39

16. We’re Off To See The Wizardduo (:34)Performed by Judy Garland and Ray BolgerMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 10/11/38 and 7/9/39“Scarecrow To Visit Wizard” (Introduction) (outtake) Composed and/or Arranged by Herbert Stothart, George Bassman, and George StollOrchestrated by George BassmanRecorded 5/8/39

17. If I Only Had A Heart(extended version) (3:12)Performed by Jack Haley(Juliet’s voice: Adriana Caselotti)Music by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 10/1/38 and 11/8/38“Introduction (outtake) And Tag To ‘Tin Man’” Composed and/or Arranged by Herbert StothartOrchestrated by Murray CutterRecorded 5/8/39

18. We’re Off To See The Wizardtrio (:25)Performed by Judy Garland, Ray Bolger,and Buddy EbsenMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 10/11/38 and 7/9/39

19. If I Only Had The Nerve (:41)Performed by Bert Lahr, Ray Bolger, Jack Haley, and Judy GarlandMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 9/30/38 (except for Haley)

20. We’re Off To See The Wizardquartet (:26)Performed by Judy Garland, Ray Bolger, Buddy Ebsen, and Bert LahrMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 10/11/38 and 7/9/39

21. Optimistic Voices (1:09)Performed by the M-G-M Studio Orchestra, The Debutantes, and The RhythmettesMusic by Harold Arlen and Herbert StothartLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 5/6/39 and 7/9/39

22. The Merry Old Land Of Oz (1:52)Performed by Frank Morgan, Judy Garland,Ray Bolger, Jack Haley, Bert Lahr, Tyler Brook, Ralph Sudam, Bobby Watson, Oliver Smith,Charles Irwin, Lois January, Elivda Rizzo,Lorraine Bridges, and The M-G-M Studio ChorusMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 12/28/38, 12/30/38, 1/3/39, and 5/8/39

23. If I Were King Of The Forest(extended version) (4:16)Performed by Bert Lahr, Judy Garland, Ray Bolger, Jack Haley, and Buddy Ebsen Music by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Murray CutterRecorded 10/11/38 and 5/8/39

24. The Jitterbug (outtake) (3:23)Performed by Judy Garland, Ray Bolger, Jack Haley, Buddy Ebsen, and Bert LahrMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by Conrad SalingerRecorded 10/6/38 and 12/22/38

25. Ding-Dong! Emerald City(outtake) (1:14)Performed by Ken Darby andThe M-G-M Studio ChorusMusic by Harold ArlenLyric by E.Y. “Yip” HarburgOrchestrated by George BassmanRecorded 5/4/39 and 5/8/39

26. Delirious Escape (extended version)/Delirious Escape Continued/End Title (3:31)Performed by the M-G-M Studio OrchestraComposed and/or Arranged by Herbert Stothart,George Bassman, and George StollOrchestrated by Murray CutterRecorded 5/8/39

Oz provided the cornerstoneof legend for a girl later

unhesitatingly acclaimed as“the world’s greatest entertainer.”

“And this is my room, and you’re all here!”Dorothy’s recovery is celebrated by a gathering of

(top) Professor Marvel, Uncle Henry, and Zeke;and (bottom) Hunk Andrews, Hickory Twicker, and Aunt Em.

The Wicked Witch and Nikko in early Oz footage directed byRichard Thorpe. When Thorpe was taken off the picture,

Hamilton’s makeup and hair were restyled; this takewas scrapped and later reshot by Victor Fleming.

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An Appreciation

Metro-Goldwyn-Mayer’s The Wizard Of Oz has been seen by more peoplethan any other entertainment in the history of the world. It was an AcademyAward® nominee for Best Picture of 1939 and one of the Top 10 box officeattractions of that year. Since 1956 it has enjoyed an unprecedented 37 nation-al telecasts in the United States and become an international televisionfavorite as well. Its home video sales to date top five million units.

Those are the facts. But there’s a more heartwarming definition of thefilm’s impact (and place in pop culture history). It is now virtually impossibleto say “Dorothy”—or mention any of L. Frank Baum’s immortal creations—to anyone in America over the age of 20 months and not receive immediate,

happy recognition.Back in 1939, M-G-M’s Oz was one of the

most expensive films of its day, costing over $3million to produce, promote, and exhibit. It tooknine months of preproduction, five months offilming, and four months of editing and scoringto create the picture. At least five directors andthree choreographers worked to stage the actionand dances. Some 14 writers contributed to (orprovided counsel for) the scenario.

But it’s one of the understatements ofthe twentieth century to note that the final resultwas worth all the effort, creativity, and enthusi-asm. What has ever been more memorable toany child than Margaret Hamilton’s overwhelm-ing portrayal of the Wicked Witch? What hascaused more juvenile nightmares than theWinged Monkeys? What characters in literatureor life have ever been better companions thanthe Scarecrow, Tin Woodman, and Cowardly

Lion? And who has ever encompassed believability, sincerity, joy, sorrow, and song as well as Judy Garland as Dorothy?

The achievement of M-G-M’s Oz is not only unique but incomparable.What with a public response that has grown stronger with each passing year,decade, and generation, Oz and its legend seem unlikely to be surpassed inlongevity or popularity by any other motion picture. No other film approachesits power to enchant—or its power to command, excite, and maintain theemotions, minds, and hearts of its viewers. The Wizard Of Oz provides aremarkable opportunity to share joy, jubilation, and love.

The Music

The music of Oz was primarily the work of three men, although at leastnine others made substantial contributions as well. The songs for the picture

were the work of composer Harold Arlen and lyricist E. Y. “Yip” Harburg,among the top Broadway and Hollywood craftsmen of the age. Thecomposition of the background score was done (and/or overseen)by M-G-M’s legendary Herbert Stothart; he—and his associateGeorge Stoll—also conducted the orchestra for the Oz recordingsessions. (They were aided in writing, arranging, and orchestrat-ing by George Bassman, Murray Cutter, Bob Stringer, PaulMarquardt, Leo Arnaud, and Conrad Salinger; Roger Edens andKen Darby handled vocal arrangements for the cast.)Oz producer Mervyn LeRoy and his associate Arthur Freed

instructed Arlen and Harburg to write an “integrated” score forthe film, which meant that all the songs were designed to tell theaudience something about the characters or advance the storyline. Stothart was asked to provide background music for virtual-ly the entire movie, so that every scene would be accompaniedby melody. (In the end, not all of the work done by Stothart andhis associates was used, but they did compose and record a scorefor almost the whole picture; their music—even the outtakes—can be heard on The Wizard Of Oz/The Deluxe Edition [Rhino71964; two compact discs].)

The genius and dedication of the Oz musical staff providedboth a classic and award-winning score. Arlen and Harburg’s“Over The Rainbow” was presented the Oscar® for Best Song of1939, and Stothart won another Academy Award® for Oz forBest Score.

The Story, Songs, and Score

The Main Title introduces several Oz melodies in an over-ture to the picture. As the story begins, a frightened DorothyGale (Judy Garland) is running home from school; her dog, Toto,has snapped at Almira Gulch (Margaret Hamilton), and the sourneighbor has sworn revenge. But Dorothy’s Aunt Em and UncleHenry (Clara Blandick and Charley Grapewin) are too busy to listen to thegirl’s problems—as are the three farmhands, Hunk, Hickory, and Zeke (RayBolger, Jack Haley, and Bert Lahr). Aunt Em suggests that Dorothy find herself“a place where you won’t get into any trouble,” and the girl can only wonderif there is such a place: “Over The Rainbow.”

Suddenly, Miss Gulch arrives at the Kansas farmhouse with a sheriff’sorder allowing her to have Toto destroyed. Although the dog escapes andsprints home to Dorothy, the girl realizes that they’ll both have to run away.They meet kindly Professor Marvel (Frank Morgan), who convinces Dorothythat Aunt Em needs her at home. But before the girl can return, a tornadoswirls into view, and a flying window knocks her unconscious. Delirious, sheimagines the house aloft in the “Cyclone” as debris and neighbors float pasther window—including Miss Gulch, who abruptly turns into a witch on a

Haley, Lahr, and Bolger achieved pop cultureimmortality for their incomparable

Ozian portrayals.

Judy Garland received aspecial “juvenile” Oscar®

for her work in Oz – gleefullypresented by frequent costar

Mickey Rooney.

Gene Buck (left) beaminglybestows the Best Song award. Only composer Harold Arlen was present on the eveningof the ceremonies; lyricist

E.Y. Harburg was out of town.

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broom. (“Cyclone” was one of the most ambitious Oz compositions.Unfortunately, only one channel of the original multitrack recording stillexists, and the balance between instruments in this cut is not exactly as heardin the picture. This version, however, includes extra music that was laterdeleted with portions of the cyclone sequence during the Oz final edit.)

When the house crashes to earth, Dorothy and Toto find themselves infantasyland. An iridescent sphere dissolves to disclose Glinda, the Good Witch of the North (Billie Burke). She reveals that Dorothy’s house has fallenon the Wicked Witch of the East, and that the miniature local citizens havebeen set free by the Witch’s demise. Glinda leads them all in a celebration:“Munchkinland Musical Sequence.” (Only two of the 124 “little people”on-screen actually spoke for themselves; it’s believed that Joseph Kozieloffered, “We thank you very sweetly. . . ” and known for fact that FrankCucksey completed the couplet. Everything else in the number was sung byprofessional vocalists to a piano click track; their recordings were then playedback at a faster speed to effect the helium-pitched Munchkin voices, and theorchestra was added to those takes.)

The revelry is interrupted by the explosive appearance of the WickedWitch of the West (Margaret Hamilton), come to claim her sister’s rubyslippers. But Glinda gives the shoes to Dorothy, and the Witch departs, vowingvengeance. The Good Witch offers that Dorothy must seek help from theWizard of Oz to return to Kansas, and the grateful Munchkins escort the girlto their border with “Follow The Yellow Brick Road”/ “You’re Off To SeeThe Wizard.”

En route to the Emerald City, Dorothy meets a Scarecrow (Ray Bolger),who expresses one wish: “If I Only Had A Brain.” (This is the full version ofBolger’s routine; the entire dance section and song tag were cut before Oz wasreleased.) He decides to travel with her: “Scarecrow To Visit Wizard”/“We’reOff To See The Wizard.” (The first cue was not used in the film, although itwas scored to provide a musical transition to the Garland/Bolger duet.) Theduo then rescues a rusted Tin Woodman (Jack Haley), and he offers his dream:“If I Only Had A Heart.” (The “Introduction To ‘Tin Man’” was not heard inthe film, although the “Tag. . .” was used to cap off Haley’s dance. This origi-nal recording includes more dance music for the Tin Woodman than was actu-ally heard in the final film. “Juliet’s voice” was dubbed by Adriana Caselotti;two years before Oz, she had come to fame by singing the title role in WaltDisney’s Snow White . . . . ) Despite threats by the Witch, the Tin Man joins theparty: “We’re Off To See The Wizard.” (This is the first of several tracks in thefilm that uses the voice of Buddy Ebsen—the actor who initially played theTin Woodman. After weeks of rehearsal, prerecording, and filming, Ebsen hadan almost fatal reaction to the aluminum powder used in his makeup and hadto be hospitalized in an iron lung. Haley was summoned to replace him andrerecorded the Tin Man’s song and solos in other songs. . . but the voice ofEbsen remained in the already prerecorded group numbers.)

A ferocious Lion (Bert Lahr) jumps out of the woods to taunt the company;when Dorothy scolds him, he breaks down to confess his cowardice: “If IOnly Had The Nerve.” He joins the group (“We’re Off To See The Wizard”),

and they’re nearly to the Emerald City when the Wicked Witch poisons themin a Poppy Field. But Glinda sends a magical snowstorm to save the day, and the furious Witch flies off to intercept the travelers in person. Meanwhile, anunseen choir offers their “Optimistic Voices” as a musical escort to the gatesof Emerald City. The company is welcomed by the Guardian of the Gate(Frank Morgan in the first of five Emerald City incarnations); then a cabbie(Morgan again) introduces them to the horse of a different color, offers the cityphilosophy in song (“The Merry Old Land Of Oz”), and takes them “to a littleplace where you can tidy up a bit”: the Wash and Brush-Up Co.

The quartet and Toto are again interrupted by the Witch as she skywrites“Surrender Dorothy” overhead, and the palace soldier (Frank Morgan) offersto announce such important visitors to the Wizard “at once.” Expecting theirrequests to be granted, Dorothy and her friends are exultant—especially theLion: “If I Were King Of The Forest.” (This full version of Lahr’s routineincludes the unused middle section and tag of the song. Buddy Ebsen isagain heard in the group singing.)

When admitted to the Wizard’s throne room, thetravelers are confronted by an enormous, disembodiedhead (Frank Morgan). He vows to send Dorothy homeand provide a brain, heart, and courage for her friends—in return for the Witch’s broomstick.

Horrified but determined, the wayfarers set off for theWinkie Country. The Witch sends her winged monkeys toattack them and capture Dorothy, Toto, and the ruby slip-pers. She even has an evil advance agent—“a little insect”designed to sting the company and send them into such anexhausting dance that they won’t be able to fight off themonkeys. (This situation set up “The Jitterbug” routine,sung and danced by the principals with the participation ofthe trees of the Haunted Forest. The upbeat number brokethe tension of the film plot and was ultimately deemedinappropriate; it was dropped from Oz before release.)

Dorothy is imprisoned by the Witch, but the stalwartToto leads the Scarecrow, Tin Man, and Lion to the rescue;they are helping the girl escape when cornered by the Winkie Guards. Whenthe Witch sets the Scarecrow on fire, Dorothy throws a bucket of water to savehim. It also douses the Witch, who quickly melts away—and the elatedWinkies, free from her tyrannical bondage, present Dorothy with the broom-stick. (“Ding-Dong! Emerald City” was another deleted musical number, ledoff by the Winkies as they sing about the Witch’s demise. On-screen, theirrefrain dissolved into a scene back at the Emerald City, where 300 green-cladvillagers danced Dorothy and company back to the Wizard’s palace. ArrangerKen Darby dubbed the test voice for the Winkie who begins this outtake [themultivoice and background tracks for his stanza no longer exist], and the full-scale Emerald City choral rendition actually combines three Arlen songs.)

The Wizard of Oz is soon revealed to be a meek little humbug from Omaha(Frank Morgan). Nonetheless, he satisfies the dreams of Dorothy’s companions

The musical genius of HerbertStothart provided unforgettable

accompaniment for some 100 M-G-Mfilms between 1929 and 1949.

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and promises to take the girl back to Kansas in his hot-air balloon. But Totoruns off after a cat, and the Wizard leaves alone. It takes Glinda’s presenceto reveal that Dorothy has always had the power to return home. Now sherealizes it herself—and that home is defined by the people you love and thepeople who love you. After an emotional farewell with her friends, Dorothyclicks the heels of her ruby slippers three times and repeats, “There’s no placelike home.” She wakes up in her own room to wonderingly recognize herOzian companions in Hunk, Hickory, Zeke, and the visiting Professor Marvel.But best of all, she is there with Aunt Em, Uncle Henry—and Toto, too.(“Delirious Escape” includes the music for Dorothy’s return-to-Kansasmontage; it originally featured many more brief visions of her adventures inOz and is thus longer here than in the edited sequence used in the film.“Delirious Escape Continued” underscored Dorothy’s Kansas reunion, and theEnd Title accompanied the cast list with a final refrain of “Over The Rainbow.”)

— John FrickeJohn Fricke is the author of The Wizard Of Oz/The Official 50th Anniversary Pictorial History

(Warner Books/1989) and Judy Garland/World’s Greatest Entertainer (Henry Holt/1992).

Produced by Marilee Bradford and Bradley FlanaganAssociate Producer John Fricke

Art Direction by Coco Shinomiya and Rachel Gutek

Design by Tornado Design

Design for WaterTower Music by Dale Voelker

Engineered by Doug Schwartz

CD Mastering Services by Audio Mechanics, Los Angeles, CA

Photographs Courtesy of John Fricke and Turner Entertainment Co.

Special Thanks to Woolsey Ackerman, Bruce Baggot, Scott Benson, Roger Blunck,

Steve Cox, Vicki Donnellan, Norma Edwards, Michael Feinstein, Mark Feld, George Feltenstein,

Allan Fisch, Patty Fricke, Nancy L. Hopkins, Craig Kamins, Michael Kerker, Andrea Kinloch,

Tod Machin, Rob Roy MacVeigh, Dick May, Roger Mayer, Colonel James E. Nitch,

Margaret Pellegrini, Scott Perry, William Rosar, Brent Phillips, Charles Shultz,

Daniel Smith, Herbert Stothart Jr., and Mary Beth Verhunce8

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P&C 2012 Turner Entertainment Co. “The Wizard of Oz” and all related characters and elements are trademarks of and © Turner Entertainment Co.

Produced by

Marilee Bradford and Bradley Flanagan

S E L E C T I O N S F R O M T H E O R I G I N A L M O T I O N P I C T U R E S O U N D T R AC K

1. Main Title (1:58)

2. Over The Rainbow (2:44)

3. Cyclone (extended version) (2:17)

Munchkinland Musical Sequence:4. Come Out, Come Out... (:42)

5. It Really Was No Miracle (:59)

6. We Thank You Very Sweetly (:20)

7. Ding-Dong! The Witch Is Dead (:47)

8. As Mayor Of The Munchkin City (:32)

9. As Coroner, I Must Aver (:31)

10. Ding-Dong! The Witch Is Dead reprise (:46)

11. The Lullaby League (:23)

12. The Lollipop Guild (:24)

13. We Welcome You To Munchkinland (:39)

14. Follow The Yellow Brick Road/You’re Off To See The Wizard (:49)

15. If I Only Had A Brain (extended version) (3:44)

16. We’re Off To See The Wizard duo (:34)

17. If I Only Had A Heart (extended version) (3:12)

18. We’re Off To See The Wizard trio (:25)

19. If I Only Had The Nerve (:41)

20. We’re Off To See The Wizard quartet (:26)

21. Optimistic Voices (1:09)

22. The Merry Old Land Of Oz (1:52)

23. If I Were King Of The Forest (extended version) (4:16)

24. The Jitterbug (outtake) (3:23)

25. Ding-Dong! Emerald City (outtake) (1:14)

26. Delirious Escape (extended version)/Delirious Escape Continued/End Title (3:31)

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