Dorothy and Scarecrow take a walk together while conversing in order to learn more about one another. Dorothy then suggests that they should take a break for lunch. The Scarecrow then goes on to explain how he came to be. He also informs her that he has discovered that he lacks a brain, and that the situation has caused her a great deal of distress. The route grows tougher as Dorothy, Toto, and the Scarecrow continue their journey. The passengers had no choice but to go through the gloomy forest during the night. Because Toto and the Scarecrow can see through the darkness, they have an edge. Dorothy, on the other hand, has a difficult time seeing through the darkness. They finally manage to find a log cottage where they decide to pass the night.

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