"Are you a Witch, then? " inquired Woot.

"Well, not exactly a Witch," she replied, "but I'm an Artist in Transformations. In other words, I'm more of a Yookoohoo than a Witch, and of course you know that the Yookoohoos are the cleverest magic-workers in the world."

The travelers were silent for a time, uneasily considering this statement and the effect it might have on their future. No doubt the Giantess had wilfully made them her prisoners; yet she spoke so cheerfully, in her big voice, that until now they had not been alarmed in the least.

By and by the Scarecrow, whose mixed brains had been working steadily, asked the woman:

"Are we to consider you our friend, Mrs. Yoop, or do you intend to be our enemy?"

"I never have friends," she said in a matter-of-fact tone, "because friends get too familiar and always forget to mind their own business. But I am not your enemy; not yet, anyhow. Indeed, I'm glad you've come, for my life here is rather lonely. I've had no one to talk to since I transformed Polychrome, the Daughter of the Rainbow, into a canary-bird."

"How did you manage to do that?" asked the Tin Woodman, in amazement. "Polychrome is a powerful fairy!"

"She was," said the Giantess; "but now she's a canary-bird. One day after a rain, Polychrome danced off the Rainbow and fell asleep on a little mound in this valley, not far from my castle. The sun came out and drove the Rainbow away, and before Poly wakened, I stole out and transformed her into a canary-bird in a gold cage studded with diamonds. The cage was so she couldn't fly away. I expected she'd sing and talk and we'd have good times together; but she has proved no company for me at all. Ever since the moment of her transformation, she has refused to speak a single word."

"Where is she now?" inquired Woot, who had heard tales of lovely Polychrome and was much interested in her.

"The cage is hanging up in my bedroom," said the Giantess, eating another biscuit. The travelers were now more uneasy and suspicious of the Giantess than before. If Polychrome, the Rainbow's Daughter, who was a real fairy, had been transformed and enslaved by this huge woman, who claimed to be a Yookoohoo, what was liable to happen to them? Said the Scarecrow, twisting his stuffed head around in Mrs. Yoop's direction:

"Do you know, Ma'am, who we are?"

"Of course," said she; "a straw man, a tin man and a boy."

"We are very important people," declared the Tin Woodman.

"All the better," she replied. "I shall enjoy your society the more on that account. For I mean to keep you here as long as I live, to amuse me when I get lonely. And," she added slowly, "in this Valley no one ever dies."

They didn't like this speech at all, so the Scarecrow frowned in a way that made Mrs. Yoop smile, while the Tin Woodman looked so fierce that Mrs. Yoop laughed. The Scarecrow suspected she was going to laugh, so he slipped behind his friends to escape the wind from her breath. From this safe position he said warningly:

"We have powerful friends who will soon come to rescue us."

"Let them come," she returned, with an accent of scorn. "When they get here they will find neither a boy, nor a tin man, nor a scarecrow, for tomorrow morning I intend to transform you all into other shapes, so that you cannot be recognized."

This threat filled them with dismay. The good-natured Giantess was more terrible than they had imagined. She could smile and wear pretty clothes and at the same time be even more cruel than her wicked husband had been.

Both the Scarecrow and the Tin Woodman tried to think of some way to escape from the castle before morning, but she seemed to read their thoughts and shook her head.

"Don't worry your poor brains," said she. "You can't escape me, however hard you try. But why should you wish to escape? I shall give you new forms that are much better than the ones you now have. Be contented with your fate, for discontent leads to unhappiness, and unhappiness, in any form, is the greatest evil that can befall you."

"What forms do you intend to give us?" asked Woot earnestly.

"I haven't decided, as yet. I'll dream over it tonight, so in the morning I shall have made up my mind how to transform you. Perhaps you'd prefer to choose your own transformations?"

"No," said Woot, "I prefer to remain as I am."

"That's funny," she retorted. "You are little, and you're weak; as you are, you're not much account, anyhow. The best thing about you is that you're alive, for I shall be able to make of you some sort of live creature which will be a great improvement on your present form."

She took another biscuit from a plate and dipped it in a pot of honey and calmly began eating it.

The Scarecrow watched her thoughtfully.

"There are no fields of grain in your Valley," said he; "where, then. did you get the flour to make your biscuits?"

"Mercy me! do you think I'd bother to make biscuits out of flour?" she replied. "That is altogether too tedious a process for a Yookoohoo. I set some traps this afternoon and caught a lot of field-mice, but as I do not like to eat mice, I transformed them into hot biscuits for my supper. The honey in this pot was once a wasp's nest, but since being transformed it has become sweet and delicious. All I need do, when I wish to eat, is to take something I don't care to keep, and transform it into any sort of food I like, and eat it. Are you hungry?"

"I don't eat, thank you," said the Scarecrow.

"Nor do I," said the Tin Woodman.

"I have still a little natural food in my knapsack," said Woot the Wanderer, "and I'd rather eat that than any wasp's nest."

"Every one to his taste," said the Giantess carelessly, and having now finished her supper she rose to her feet, clapped her hands together, and the supper table at once disappeared.

Woot had seen very little of magic during his wanderings, while the Scarecrow and the Tin Woodman had seen a great deal of many sorts in their lives, yet all three were greatly impressed by Mrs. Yoop's powers. She did not affect any mysterious airs or indulge in chants or mystic rites, as most witches do, nor was the Giantess old and ugly or disagreeable in face or manner. Nevertheless, she frightened her prisoners more than any witch could have done.

"Please be seated," she said to them, as she sat herself down in a great arm-chair and spread her beautiful embroidered skirts for them to admire. But all the chairs in the room were so high that our friends could not climb to the seats of them. Mrs. Yoop observed this and waved her hand, when instantly a golden ladder appeared leaning against a chair opposite her own.

"Climb up," said she, and they obeyed, the Tin Man and the boy assisting the more clumsy Scarecrow. When they were all seated in a row on the cushion of the chair, the Giantess continued: "Now tell me how you happened to travel in this direction, and where you came from and what your errand is."

So the Tin Woodman told her all about Nimmie Amee, and how he had decided to find her and marry her, although he had no Loving Heart. The story seemed to amuse the big woman, who then began to ask the Scarecrow questions and for the first time in her life heard of Ozma of Oz, and of Dorothy and Jack Pumpkinhead and Dr. Pipt and Tik-tok and many other Oz people who are well known in the Emerald City. Also Woot had to tell his story, which. was very simple and did not take long. The Giantess laughed heartily when the boy related their adventure at Loonville, but said she knew nothing of the Loons because she never left her Valley.