Dorothy, Scarecrow, Tin Man, and Lion are at a spooky Carrnival trying to Find the Wizard...The Witch has disguised herself as a fortune teller and the Lion goes and visits her. She puts a spell on him so that everytime he hears the word Courage he will get his Courage back, but when he hears the word again, he becomes Cowardly again. When The 4 friends are together they go into the Fortune Teller's wagon and a Deck of Cards spells out ""Wizard in Pop-Land""(A clue left by the Witch). They travel to Pop-land...It's a dangerous place full of mean Jack in the boxes, and the Lion keeps getting reminded about his ""Courage"" They find the Wizard and the Witch shows up to ruin the day...Dorothy taps heels and water comes out of many Jack in the boxes and scares her away. The Wizard is blown away in his balloon...again. They four friends, and Toto too skip off down the Yellow Brick Road.

The Wizard takes part in a Hot air baloon race with Dorothy, little realising that they are walking into a trap set by the Wicked Witch...