Dorothy and Toto return to Oz to find the Scarecrow ruling the Emerald City. Unfortunately for the new overseer, the wicked Mombi is conspiring to take over the city. With the help of the Tin Woodsman, the Cowardly Lion and other familiar friends, Dorothy sets out to save Oz.

Pinocchio and his friends, a glow worm and a marionette, search for a magic music box, putting them in danger from the evil Scalawag and the Emperor of the Night.