Beaten, tired and on the run, Tip and his companions stumble upon the battlefield where the Scarecrow, the Tin Woodsman and the Cowardly Lion once fought against the armies of the Wicked Witch of the West. After telling his friends the tales of those days, the Scarecrow leads them to the castle of the Tin Woodsman and gains his aid for battling the army marauding across Oz. However, General Jinjur sets dark forces in motion as she and old Mombi plot their revenge against Tip and his growing list of allies!