"Won't you tell me a story, while we are resting?" asked the child.

The Scarecrow looked at her reproachfully, and answered:

"My life has been so short that I really know nothing whatever. I was only made day before yesterday. What happened in the world before that time is all unknown to me. Luckily, when the farmer made my head, one of the first things he did was to paint my ears, so that I heard what was going on. There was another Munchkin with him, and the first thing I heard was the farmer saying, `How do you like those ears?'

"`They aren't straight,'" answered the other.

"`Never mind,'" said the farmer. "`They are ears just the same,'" which was true enough.

"`Now I'll make the eyes,'" said the farmer. So he painted my right eye, and as soon as it was finished I found myself looking at him and at everything around me with a great deal of curiosity, for this was my first glimpse of the world.

"`That's a rather pretty eye,'" remarked the Munchkin who was watching the farmer. "`Blue paint is just the color for eyes.'

"`I think I'll make the other a little bigger,'" said the farmer. And when the second eye was done I could see much better than before. Then he made my nose and my mouth. But I did not speak, because at that time I didn't know what a mouth was for. I had the fun of watching them make my body and my arms and legs; and when they fastened on my head, at last, I felt very proud, for I thought I was just as good a man as anyone.

"`This fellow will scare the crows fast enough,' said the farmer. `He looks just like a man.'

"`Why, he is a man,' said the other, and I quite agreed with him. The farmer carried me under his arm to the cornfield, and set me up on a tall stick, where you found me. He and his friend soon after walked away and left me alone.

"I did not like to be deserted this way. So I tried to walk after them. But my feet would not touch the ground, and I was forced to stay on that pole. It was a lonely life to lead, for I had nothing to think of, having been made such a little while before. Many crows and other birds flew into the cornfield, but as soon as they saw me they flew away again, thinking I was a Munchkin; and this pleased me and made me feel that I was quite an important person. By and by an old crow flew near me, and after looking at me carefully he perched upon my shoulder and said:

"`I wonder if that farmer thought to fool me in this clumsy manner. Any crow of sense could see that you are only stuffed with straw.' Then he hopped down at my feet and ate all the corn he wanted. The other birds, seeing he was not harmed by me, came to eat the corn too, so in a short time there was a great flock of them about me.

"I felt sad at this, for it showed I was not such a good Scarecrow after all; but the old crow comforted me, saying, `If you only had brains in your head you would be as good a man as any of them, and a better man than some of them. Brains are the only things worth having in this world, no matter whether one is a crow or a man.'

"After the crows had gone I thought this over, and decided I would try hard to get some brains. By good luck you came along and pulled me off the stake, and from what you say I am sure the Great Oz will give me brains as soon as we get to the Emerald City."

"I hope so," said Dorothy earnestly, "since you seem anxious to have them."

"Oh, yes; I am anxious," returned the Scarecrow. "It is such an uncomfortable feeling to know one is a fool."

"Well," said the girl, "let us go." And she handed the basket to the Scarecrow.

There were no fences at all by the roadside now, and the land was rough and untilled. Toward evening they came to a great forest, where the trees grew so big and close together that their branches met over the road of yellow brick. It was almost dark under the trees, for the branches shut out the daylight; but the travelers did not stop, and went on into the forest.

"If this road goes in, it must come out," said the Scarecrow, "and as the Emerald City is at the other end of the road, we must go wherever it leads us."

"Anyone would know that," said Dorothy.

"Certainly; that is why I know it," returned the Scarecrow. "If it required brains to figure it out, I never should have said it."

After an hour or so the light faded away, and they found themselves stumbling along in the darkness. Dorothy could not see at all, but Toto could, for some dogs see very well in the dark; and the Scarecrow declared he could see as well as by day. So she took hold of his arm and managed to get along fairly well.

"If you see any house, or any place where we can pass the night," she said, "you must tell me; for it is very uncomfortable walking in the dark."

Soon after the Scarecrow stopped.

"I see a little cottage at the right of us," he said, "built of logs and branches. Shall we go there?"

"Yes, indeed," answered the child. "I am all tired out."

So the Scarecrow led her through the trees until they reached the cottage, and Dorothy entered and found a bed of dried leaves in one corner. She lay down at once, and with Toto beside her soon fell into a sound sleep. The Scarecrow, who was never tired, stood up in another corner and waited patiently until morning came.

When Dorothy awoke the sun was shining through the trees and Toto had long been out chasing birds around him and squirrels. She sat up and looked around her. Scarecrow, still standing patiently in his corner, waiting for her.

"We must go and search for water," she said to him.

"Why do you want water?" he asked.

"To wash my face clean after the dust of the road, and to drink, so the dry bread will not stick in my throat."

"It must be inconvenient to be made of flesh," said the Scarecrow thoughtfully, "for you must sleep, and eat and drink. However, you have brains, and it is worth a lot of bother to be able to think properly."

They left the cottage and walked through the trees until they found a little spring of clear water, where Dorothy drank and bathed and ate her breakfast. She saw there was not much bread left in the basket, and the girl was thankful the Scarecrow did not have to eat anything, for there was scarcely enough for herself and Toto for the day.

When she had finished her meal, and was about to go back to the road of yellow brick, she was startled to hear a deep groan near by.

"What was that?" she asked timidly.

"I cannot imagine," replied the Scarecrow; "but we can go and see."

Just then another groan reached their ears, and the sound seemed to come from behind them. They turned and walked through the forest a few steps, when Dorothy discovered something shining in a ray of sunshine that fell between the trees. She ran to the place and then stopped short, with a little cry of surprise.

One of the big trees had been partly chopped through, and standing beside it, with an uplifted axe in his hands, was a man made entirely of tin. His head and arms and legs were jointed upon his body, but he stood perfectly motionless, as if he could not stir at all.

Dorothy looked at him in amazement, and so did the Scarecrow, while Toto barked sharply and made a snap at the tin legs, which hurt his teeth.

"Did you groan?" asked Dorothy.

"Yes," answered the tin man, "I did. I've been groaning for more than a year, and no one has ever heard me before or come to help me."