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Dorothy (a 10-year-old Fairuza Balk in her debut) is back in Kansas, where Aunt Em (Piper Laurie) is at the end of her rope: her niece is not sleeping and going on about a place called Oz. Therapy may be the answer, but luckily the scary clinic goes dark before Dorothy can be, er, cured (but the lead-up will scare the munchkins out of most kids). She wakes up in the land of Oz, now in tatters, and searches for its king, the Scarecrow. A new set of friends, including a tin soldier, a talking chicken, and a pumpkin man, help her against new villains, including Princess Mombi (Jean Marsh)--complete with a set of detachable heads--and the evil Nome King (Nicol Williamson with a great assist from Will Vinton's Claymation).