In this film, Dorothy (Fairuza Balk) returns to Kansas, but no one believes her story about the Land of Oz. She soon starts suffering from insomnia and Aunt Em sends her to an asylum. Dorothy is put under the care of a sadistic doctor, Dr. Worley, who performs horrible experiments on children using electro-theropy and a cruel nurse there.
Just before Dr, Worley can perform his experiment, a storm knocks out the power, leaving Dorothy unattended. Thanks to the help of a mysterious girl that she met earlier, she escapes during a rainstorm into a chicken coop that sends her back to Oz, which is a very different place from when she left it. The chicken in the coop, named Billina, who was having trouble laying eggs back on the farm, can now talk. She and Dorothy escape from their stranded state of the Deadly Desert and hope to visit her old friends. However, upon discovering her old house (the one that landed on the witch of the east the first time she visited) Dorothy finds the Yellow Brick Road in shambles. This leads her to the Emerald City, which is no longer emerald and the people who live there, including the Tin Man and Cowardly Lion, to stone. Upon her arrival to the city, she finds a message saying "Beware the Wheelers." She and Billina are soon chased by said Wheelers (people who have wheels instead of hands and feet) into a secret room within the city, where they are told that chickens are illegal. It is in this secret room that Dorothy meets Tik-Tok, the mechanical royal army of Oz. Tik-Tok, being mechanical, explains that (seeeing how he's not alive) he must be kept wound up tightly, so as to prevent his thought, speech and action from running down. Dorothy, Billina and Tik-Tok (now their self-appointed servant) escape the hidden room and are able to fight off the Wheelers, in which one of them directs them to Princess Mombi, who explains The Nome King had taken over the Emerald City and captured the Scarecrow. Mombi, who has many interchangeable heads (and the main one bears a striking resemblance to the nurse back at the asylum) wants Dorothy's head for her collection. Dorothy, refusing, is locked up along with Billina in Mombi's attic. There, they meet Jack Pumpkinhead, a being who's "mother" was created to scare Mombi. Dorothy devises a plan and thanks to Jack, Dorothy is able to wind up Tik-Tok (who wound down as Dorothy was captured) and retrieve the Powder of Life from Mombi'ss head collection. This she does, but not before alerting Mombi's severed body of her escape. Meanwhile, Tik-Tok, Jack and Billina attach the head of a Gump to a sofa that they intead to make fly. The group narrowly escapes Mombi with their now alive creation and head towards the Nome King's mountain.
However, the sofa creature is not too well put together as it falls apart, sending the group plummeting down onto the Nome King's mountain. The King, after learning of their identities, confronts Dorothy and tells her that the emeralds were rightfully his and the Scarecrow had been turned into an ornament for his collection. As soon as the group joins Dorothy again, the Nome King proposes that they play a game with him. If they touch the correct ornament and say the word "Oz" within three guesses, then the Scarecrow will appear and they could go free. But the Nome King did not tell them that if they failed to guess correctly, then the guessers would turn into ornaments as well. One by one, the group goes into the collection, and fail to guess correctly, thus allowing the Nome King to become more and more pyhsically human from his rock-like state. During Tik-Tok's turn, the Nome King tells Dorothy that thanks to her, the Ruby Slippers were now his and he could use them to send her back home, never to think of Oz again. Dorothy refuses and goes in after Tik-Tok, who lured her in by pretending to wind down as a part of his plan to see if Dorothy could see what he is changed into. His plan fails however, as Tik-Tok is nowhere to be found after his final guess. Mombi travels to the Nome King's mountain and tries to warn the King about Billina, but The Nome King, cutting her off, says that he already knows of Dorothy's presence. He reveals that soon, after Dorothy fails, there will be no one left who remembers Oz and that he will be completely human. Meanwhile, in the ornament collection, Dorothy, after two guesses, is able to find the Scarecrow as a green ornament. The two then rescue the others (who were green ornaments as well) leaving the Nome King to revert to his original form. He stops the group from guessing and tries to eat them off, but as he tries to do so, Billina, who is hiding in Jack's head, lays an egg that falls into the Nome King's mouth. It is revealed that eggs are poisonous to nomes and the King disintegrates, leaving the Ruby Slippers for Dorothy to take. As the mountain collapses, Dorothy clicks her heels and wishes for all from Oz (including an imprisoned Mombi) to return there safeley and the Emerald City and everyone in it to be restored.
The magic of the slippers work and a celebration is thrown. The Ozians encourage Dorothy to be the Queen of Oz, but Dorothy says despite the friendships she has cherished, she has to go back to Kansas. The understanding citizens comfort her in wishing that she could be in two places at once. But as she says this, the ruby slippers reveal a girl in the mirror behind her. The girl turns out to be the same mysterious girl (who presumably drowned) that helped Dorothy escape. The girl reveals her name is Ozma, rightful ruler of Oz and Jack's REAL "mom." Ozma promises Dorothy that should she ever need to return, she is always welcome.
Dorothy returns home and is found by Toto, Uncle Henry and Aunt Em who tell her that the asylum was hit by lightning and burnt to the ground (with Dr. Worley in it) and the nurse is taken to jail. Back home, Dorothy sees Ozma as her own reflection with Billina (who did not return with her) in the mirror. Dorothy tries to notify Aunt Em, but a hush from Ozma tells Dorothy to keep Oz a secret. Dorothy, smiling, runs outside to play with Toto as the film ends.
- Fairuza Balk as Dorothy Gale
- Brian Henson as Jack Pumpkinhead (voice)
- Stewart Larange as Jack Pumpkinhead (puppeteer)
- Sean Barrett as Tik-Tok (voice)
- Michael Sundin & Tim Rose as Tik-Tok (puppeteers)
- Nicol Williamson as Dr. Worley/Nome King
- Jean Marsh as Head Nurse Wilson/Mombi
- Piper Laurie as Aunt Em
- Matt Clark as Uncle Henry
- Mak Wilson as Billina (puppeteer)
- Denise Bryer as Billina (voice)
- Lyle Conway as the Gump (voice)
- Steve Norrington as the Gump (puppeteer)
- Pons Maar as Lead Wheeler, Nome Messenger
- Emma Ridley as Princess Ozma
- Justin Case as the Scarecrow
- John Alexander as the Cowardly Lion, Wheeler
- Deep Roy as the Tin Man
- Jon Jacobs as Cage Carrier
- Bruce Boa as Policeman
- Tansy as Toto
- After the success of Snow White, Walt Disney had interest of doing the Wizard of Oz for his next film. Sadly, when Roy Disney called to acquire the rights from Baum's estate, he was told that the rights had already been sold to Samuel Goldwyn, and later Louis Mayer, thus creating the classic 1939 musical film.
- Disney acquired the rights to Oz in 1954 to use in the Disneyland series and the unfinished Rainbow Road to Oz.
- This movie bears some slight similarities to Prince Caspian: Beyond taking place in a magical world with talking animals and unique ways to get there, the main villain is a king (where the one of the first film is a witch) who conquers the land while the main character(s) is gone, and unsure as to whether they will return. Also, Princess Ozma and Prince Caspian are both the rightful rulers who must be restored to the throne.
- Like The Wizard of Oz, characters outside of Oz have counterparts of characters in Oz, which are portrayed by the same actor. Dr. Worley's counterpart is the Nome King, who shares the same cigar and ruby ring, and who says similar lines ("I know just the thing to cheer you up" and "When you wake up, you'll never think of Oz again"). Nurse Wilson's counterpart is Princess Mombi. The final fates of Dr. Worley and Nurse Wilson mirror those of the Nome King and Mombi.
- Tik-Tok, the mechanical man, was given to George Lucas as an after filming gift and is now on display at Skywalker Ranch. Coincidentally, small golden Tik-Tok statues were given to crew members after the films completion.
- Jack Pumpkinhead and Jack Skellington have many simlarities: Both are named Jack, they are associated with pumpkins (Jack Skellington being the Pumpkin King) both can be seen as scarecrows (Jack Skellington's form at the very beginning of This is Halloween), both are able to detach and reattatch their heads at will, both Jack's "facial features" are very similar, both are tall and lanky, and both are portrayed by stop motion puppets (Pumpkinhead only for scale shots and stop motion sequences.)
- To commemorate the release of the film, a float was made for the Main Street Electrical Parade. The float mimicked the hall of mirrors in Mombi's palace with live actors playing Dorothy, the Scarecrow, Jack Pumpkinhead and a marionette or Tik-Tok would walk with it. Uunfortunately, the mirrors were the floats undoing as it caught fire one night and was never restored. The Tik-Tok parade marionette is now in the home of a private collector.
- A beetleworkx of Tik-Tok (based on the above mentioned) appears in the Floatyard in Epic Mickey 2: The Power of 2.
- In the Disneyland Paris version of Storybookland Canal Boats, a miniature of Oz can be seen in the style of this film. Small animated versions of Dorothy, Scarecrow, Tin Man and CowardlyLion can be seen in front of it. The music that accompanied the aforementioned parade floats plays as riders pass by the scene.
- Return to Oz fansite with creator interviews