1

1.

Main Title

2.

Over The Rainbow (2:44)

Performed by Judy Garland
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Arranged by Herbert Stothart
Orchestrated by Murray Cutter
Recorded 10/7/38
Introduction To The Rainbow Composed and Arranged
by Herbert Stothart
Orchestrated by Murray Cutter
Recorded 4/13/39

3.

Cyclone

(1:58)
Performed by the M-G-M Studio Orchestra and Chorus
Composed and/or Arranged by Herbert Stothart
Orchestrated by Murray Cutter
Recorded 5/6/39 and 7/9/39

(extended version) (2:17)

Performed by the M-G-M Studio Orchestra
Composed, Arranged and/or Orchestrated by Herbert Stothart,
George Bassman, and George Stoll
Recorded 5/6/39

Munchkinland Musical Sequence:

Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Arranged by Herbert Stothart
Orchestrated by Leo Arnaud
Recorded 12/14-16/38, 12/19/38, 12/22/38, and 4/13/39
4.

Come Out, Come Out...

5.

It Really Was No Miracle (:59)

(:42)
Performed by Billie Burke and The Munchkins

Performed by Judy Garland, Billy Bletcher, and The Munchkins

METRO-GOLDWYN-MAYER PICTURE
from 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

6.

We Thank You Very Sweetly (:20)

7.

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

8.

As Mayor Of The Munchkin City (:32)

Performed by Joseph Koziel [?] and Frank Cucksey

Performed by The Munchkins

Performed by Billy Bletcher, Pinto Colveg, and J.D. Jewkes

9.

As Coroner, I Must Aver (:31)

Performed by Harry Stanton

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

10.

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

11.

The Lullaby League (:23)

A VICTOR FLEMING PRODUCTION

12.

The Lollipop Guild (:24)

Performed by Billy Bletcher, Pinto Colveg, and Harry Stanton

13.

We Welcome You To Munchkinland (:39)

Screenplay 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

Music by

Harold Arlen

Lyrics by

E.Y. Harburg

Musical Adaptation by

Performed by The Munchkins

Performed by Lorraine Bridges, Betty Rome, and Carol Tevis

Performed by The Munchkins

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

Herbert Stothart

Published by EMI Feist Catalog Inc. (ASCAP)

Conducted by

Herbert Stothart

Associate Conductor

Recorded in Culver City, California

George Stoll
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Oz provided the cornerstone

of legend for a girl later
unhesitatingly acclaimed as
the worlds greatest entertainer.

14.

Follow The Yellow Brick Road/

Off To See The Wizard (:49)

The Wicked Witch and Nikko in early Oz footage directed by

Richard Thorpe. When Thorpe was taken off the picture,
Hamiltons makeup and hair were restyled; this take
was scrapped and later reshot by Victor Fleming.

17.

(extended version) (3:12)

Performed by Jack Haley
(Juliets voice: Adriana Caselotti)
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 10/1/38 and 11/8/38
Introduction (outtake) And Tag To Tin Man
Composed and/or Arranged by Herbert Stothart
Orchestrated by Murray Cutter
Recorded 5/8/39

Performed by Judy Garland and The Munchkins

Violin solo by George Stoll
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 12/22/38 and 4/13/39
15.

If I Only Had A Brain

(extended version) (3:44)
Performed by Ray Bolger and Judy Garland
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 2/28/39 and 4/11/39

16.

18.

19.

20.

If I Only Had The Nerve (:41)

Performed by Bert Lahr, Ray Bolger,
Jack Haley, and Judy Garland
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 9/30/38 (except for Haley)

Were Off To See The Wizard

23.

quartet (:26)
Performed by Judy Garland, Ray Bolger,
Buddy Ebsen, and Bert Lahr
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 10/11/38 and 7/9/39
21.

Were Off To See The Wizard

trio (:25)
Performed by Judy Garland, Ray Bolger,
and Buddy Ebsen
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 10/11/38 and 7/9/39

Were Off To See The Wizard

duo (:34)
Performed by Judy Garland and Ray Bolger
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 10/11/38 and 7/9/39
Scarecrow To Visit Wizard (Introduction) (outtake)
Composed and/or Arranged by Herbert Stothart,
George Bassman, and George Stoll
Orchestrated by George Bassman
Recorded 5/8/39

If I Only Had A Heart

And this is my room, and youre all here!

Dorothys recovery is celebrated by a gathering of
(top) Professor Marvel, Uncle Henry, and Zeke;
and (bottom) Hunk Andrews, Hickory Twicker, and Aunt Em.

22.

(extended version) (4:16)

Performed by Bert Lahr, Judy Garland,
Ray Bolger, Jack Haley, and Buddy Ebsen
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 10/11/38 and 5/8/39

Optimistic Voices (1:09)

Performed by the M-G-M Studio Orchestra,
The Debutantes, and The Rhythmettes
Music by Harold Arlen and Herbert Stothart
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 5/6/39 and 7/9/39

24.

The Merry Old Land Of Oz (1:52)

25.

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 Chorus
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Murray Cutter
Recorded 12/28/38, 12/30/38, 1/3/39, and 5/8/39

If I Were King Of The Forest

The Jitterbug (outtake) (3:23)

Performed by Judy Garland, Ray Bolger,
Jack Haley, Buddy Ebsen, and Bert Lahr
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by Conrad Salinger
Recorded 10/6/38 and 12/22/38

Ding-Dong! Emerald City

(outtake) (1:14)
Performed by Ken Darby and
The M-G-M Studio Chorus
Music by Harold Arlen
Lyric by E.Y. Yip Harburg
Orchestrated by George Bassman
Recorded 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 Orchestra
Composed and/or Arranged by Herbert Stothart,
George Bassman, and George Stoll
Orchestrated by Murray Cutter
Recorded 5/8/39

An Appreciation
Metro-Goldwyn-Mayers The Wizard Of Oz has been seen by more people
than any other entertainment in the history of the world. It was an Academy
Award nominee for Best Picture of 1939 and one of the Top 10 box office
attractions of that year. Since 1956 it has enjoyed an unprecedented 37 national telecasts in the United States and become an international television
favorite as well. Its home video sales to date top five million units.
Those are the facts. But theres a more heartwarming definition of the
films impact (and place in pop culture history). It is now virtually impossible
to say Dorothyor mention any of L. Frank Baums immortal creations
to anyone in America over the age of 20 months and not receive immediate,
happy recognition.
Back in 1939, M-G-Ms Oz was one of the
most expensive films of its day, costing over $3
million to produce, promote, and exhibit. It took
nine months of preproduction, five months of
filming, and four months of editing and scoring
to create the picture. At least five directors and
three choreographers worked to stage the action
and dances. Some 14 writers contributed to (or
provided counsel for) the scenario.
But its one of the understatements of
the twentieth century to note that the final result
was worth all the effort, creativity, and enthusiasm. What has ever been more memorable to
any child than Margaret Hamiltons overwhelming portrayal of the Wicked Witch? What has
caused more juvenile nightmares than the
Haley, Lahr, and Bolger achieved pop culture
immortality for their incomparable
Winged
Monkeys? What characters in literature
Ozian portrayals.
or life have ever been better companions than
the 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-Ms 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 in
longevity or popularity by any other motion picture. No other film approaches
its power to enchantor its power to command, excite, and maintain the
emotions, minds, and hearts of its viewers. The Wizard Of Oz provides a
remarkable opportunity to share joy, jubilation, and love.

The Music
The music of Oz was primarily the work of three men, although at least
nine 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. The
composition of the background score was done (and/or overseen)
by M-G-Ms legendary Herbert Stothart; heand his associate
George Stollalso conducted the orchestra for the Oz recording
sessions. (They were aided in writing, arranging, and orchestrating by George Bassman, Murray Cutter, Bob Stringer, Paul
Marquardt, Leo Arnaud, and Conrad Salinger; Roger Edens and
Ken 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 for
the film, which meant that all the songs were designed to tell the
audience something about the characters or advance the story
line. Stothart was asked to provide background music for virtualJudy Garland received a
ly the entire movie, so that every scene would be accompanied
special juvenile Oscar
for her work in Oz gleefully
by melody. (In the end, not all of the work done by Stothart and
presented by frequent costar
Mickey Rooney.
his associates was used, but they did compose and record a score
for almost the whole picture; their musiceven the outtakes
can be heard on The Wizard Of Oz/The Deluxe Edition [Rhino
71964; two compact discs].)
The genius and dedication of the Oz musical staff provided
both a classic and award-winning score. Arlen and Harburgs
Over The Rainbow was presented the Oscar for Best Song of
1939, and Stothart won another Academy Award for Oz for
Best Score.

The Story, Songs, and Score

Gene Buck (left) beamingly

bestows the Best Song award.
Only composer Harold Arlen
was present on the evening
of the ceremonies; lyricist
E.Y. Harburg was out of town.

The Main Title introduces several Oz melodies in an overture to the picture. As the story begins, a frightened Dorothy
Gale (Judy Garland) is running home from school; her dog, Toto,
has snapped at Almira Gulch (Margaret Hamilton), and the sour
neighbor has sworn revenge. But Dorothys Aunt Em and Uncle
Henry (Clara Blandick and Charley Grapewin) are too busy to listen to the
girls problemsas are the three farmhands, Hunk, Hickory, and Zeke (Ray
Bolger, Jack Haley, and Bert Lahr). Aunt Em suggests that Dorothy find herself
a place where you wont get into any trouble, and the girl can only wonder
if there is such a place: Over The Rainbow.
Suddenly, Miss Gulch arrives at the Kansas farmhouse with a sheriffs
order allowing her to have Toto destroyed. Although the dog escapes and
sprints home to Dorothy, the girl realizes that theyll both have to run away.
They meet kindly Professor Marvel (Frank Morgan), who convinces Dorothy
that Aunt Em needs her at home. But before the girl can return, a tornado
swirls into view, and a flying window knocks her unconscious. Delirious, she
imagines the house aloft in the Cyclone as debris and neighbors float past
her windowincluding Miss Gulch, who abruptly turns into a witch on a

broom. (Cyclone was one of the most ambitious Oz compositions.

Unfortunately, only one channel of the original multitrack recording still
exists, and the balance between instruments in this cut is not exactly as heard
in the picture. This version, however, includes extra music that was later
deleted with portions of the cyclone sequence during the Oz final edit.)
When the house crashes to earth, Dorothy and Toto find themselves in
fantasyland. An iridescent sphere dissolves to disclose Glinda, the Good
Witch of the North (Billie Burke). She reveals that Dorothys house has fallen
on the Wicked Witch of the East, and that the miniature local citizens have
been set free by the Witchs demise. Glinda leads them all in a celebration:
Munchkinland Musical Sequence. (Only two of the 124 little people
on-screen actually spoke for themselves; its believed that Joseph Koziel
offered, We thank you very sweetly. . . and known for fact that Frank
Cucksey completed the couplet. Everything else in the number was sung by
professional vocalists to a piano click track; their recordings were then played
back at a faster speed to effect the helium-pitched Munchkin voices, and the
orchestra was added to those takes.)
The revelry is interrupted by the explosive appearance of the Wicked
Witch of the West (Margaret Hamilton), come to claim her sisters ruby
slippers. But Glinda gives the shoes to Dorothy, and the Witch departs, vowing
vengeance. The Good Witch offers that Dorothy must seek help from the
Wizard of Oz to return to Kansas, and the grateful Munchkins escort the girl
to their border with Follow The Yellow Brick Road/ Youre Off To See
The 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 of
Bolgers routine; the entire dance section and song tag were cut before Oz was
released.) He decides to travel with her: Scarecrow To Visit Wizard/Were
Off To See The Wizard. (The first cue was not used in the film, although it
was scored to provide a musical transition to the Garland/Bolger duet.) The
duo 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 in
the film, although the Tag. . . was used to cap off Haleys dance. This original recording includes more dance music for the Tin Woodman than was actually heard in the final film. Juliets voice was dubbed by Adriana Caselotti;
two years before Oz, she had come to fame by singing the title role in Walt
Disneys Snow White. . . . ) Despite threats by the Witch, the Tin Man joins the
party: Were Off To See The Wizard. (This is the first of several tracks in the
film that uses the voice of Buddy Ebsenthe actor who initially played the
Tin Woodman. After weeks of rehearsal, prerecording, and filming, Ebsen had
an almost fatal reaction to the aluminum powder used in his makeup and had
to be hospitalized in an iron lung. Haley was summoned to replace him and
rerecorded the Tin Mans song and solos in other songs . . . but the voice of
Ebsen 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 I
Only Had The Nerve. He joins the group (Were Off To See The Wizard),

and theyre nearly to the Emerald City when the Wicked Witch poisons them
in 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, an
unseen choir offers their Optimistic Voices as a musical escort to the gates
of 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 city
philosophy in song (The Merry Old Land Of Oz), and takes them to a little
place 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) offers
to announce such important visitors to the Wizard at once. Expecting their
requests to be granted, Dorothy and her friends are exultantespecially the
Lion: If I Were King Of The Forest. (This full version of Lahrs routine
includes the unused middle section and tag of the song. Buddy Ebsen is
again heard in the group singing.)
When admitted to the Wizards throne room, the
travelers are confronted by an enormous, disembodied
head (Frank Morgan). He vows to send Dorothy home
and provide a brain, heart, and courage for her friends
in return for the Witchs broomstick.
Horrified but determined, the wayfarers set off for the
Winkie Country. The Witch sends her winged monkeys to
attack them and capture Dorothy, Toto, and the ruby slippers. She even has an evil advance agenta little insect
designed to sting the company and send them into such an
exhausting dance that they wont be able to fight off the
monkeys. (This situation set up The Jitterbug routine,
sung and danced by the principals with the participation of
the trees of the Haunted Forest. The upbeat number broke
The musical genius of Herbert
Stothart provided unforgettable
the tension of the film plot and was ultimately deemed
accompaniment for some 100 M-G-M
inappropriate; it was dropped from Oz before release.)
films between 1929 and 1949.
Dorothy is imprisoned by the Witch, but the stalwart
Toto leads the Scarecrow, Tin Man, and Lion to the rescue;
they are helping the girl escape when cornered by the Winkie Guards. When
the Witch sets the Scarecrow on fire, Dorothy throws a bucket of water to save
him. It also douses the Witch, who quickly melts awayand the elated
Winkies, free from her tyrannical bondage, present Dorothy with the broomstick. (Ding-Dong! Emerald City was another deleted musical number, led
off by the Winkies as they sing about the Witchs demise. On-screen, their
refrain dissolved into a scene back at the Emerald City, where 300 green-clad
villagers danced Dorothy and company back to the Wizards palace. Arranger
Ken Darby dubbed the test voice for the Winkie who begins this outtake [the
multivoice and background tracks for his stanza no longer exist], and the fullscale 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 Dorothys companions
7

and promises to take the girl back to Kansas in his hot-air balloon. But Toto
runs off after a cat, and the Wizard leaves alone. It takes Glindas presence
to reveal that Dorothy has always had the power to return home. Now she
realizes it herselfand that home is defined by the people you love and the
people who love you. After an emotional farewell with her friends, Dorothy
clicks the heels of her ruby slippers three times and repeats, Theres no place
like home. She wakes up in her own room to wonderingly recognize her
Ozian companions in Hunk, Hickory, Zeke, and the visiting Professor Marvel.
But best of all, she is there with Aunt Em, Uncle Henryand Toto, too.
(Delirious Escape includes the music for Dorothys return-to-Kansas
montage; it originally featured many more brief visions of her adventures in
Oz and is thus longer here than in the edited sequence used in the film.
Delirious Escape Continued underscored Dorothys Kansas reunion, and the
End Title accompanied the cast list with a final refrain of Over The Rainbow.)
John Fricke
John Fricke is the author of The Wizard Of Oz/The Official 50th Anniversary Pictorial History
(Warner Books/1989) and Judy Garland/Worlds Greatest Entertainer (Henry Holt/1992).

Produced by Marilee Bradford and Bradley Flanagan

Associate 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 Verhunce

SELECTIONS FROM THE ORIGINAL MOTION PICTURE SOUNDTRACK

1.
2.
3.

4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

Main Title (1:58)

Over The Rainbow (2:44)
Cyclone (extended version) (2:17)

14.

15.

Munchkinland Musical Sequence:

Come Out, Come Out... (:42)
It Really Was No Miracle (:59)
We Thank You Very Sweetly (:20)
Ding-Dong! The Witch Is Dead (:47)
As Mayor Of The Munchkin City (:32)
As Coroner, I Must Aver (:31)
Ding-Dong! The Witch Is Dead reprise (:46)
The Lullaby League (:23)
The Lollipop Guild (:24)
We Welcome You To Munchkinland (:39)

16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.

Follow The Yellow Brick Road/

Youre Off To See The Wizard (:49)
If I Only Had A Brain (extended version) (3:44)
Were Off To See The Wizard duo (:34)
If I Only Had A Heart (extended version) (3:12)
Were Off To See The Wizard trio (:25)
If I Only Had The Nerve (:41)
Were Off To See The Wizard quartet (:26)
Optimistic Voices (1:09)
The Merry Old Land Of Oz (1:52)
If I Were King Of The Forest (extended version) (4:16)
The Jitterbug (outtake) (3:23)
Ding-Dong! Emerald City (outtake) (1:14)
Delirious Escape (extended version)/
Delirious Escape Continued/End Title (3:31)

Produced by
and Bradley

Marilee Bradford

Flanagan

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

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