Chased off by the antics of Hank the Mule, Dorothy ends up in her cornfield, where she realizes her family's Scarecrow is alive. She helps him down and he takes a tumble on the turnstyle. A cyclone soon arrives and leaves Dorothy, Scarecrow, Toto and Hank spinning around on a haystack, with Imogene the Cow flying soon after. Soon after their arrival, the Wizard of Oz issues a public decree that he is a humbug, to make sure no one ever finds out. Glinda pops up out of the background and transforms Toto into a man in a bulldog suit to serve as a better protector for Dorothy. Then they encounter the Tin Woodman, the Cowardly Lion, and Eureka. Nevertheless, she is captured by Momba, the Wicked Witch of the West (suggesting Baum thought the other witches were Mombe, Mombo, and Mombu, in keeping with the council in _Queen Zixi of Ix_) and her flying lizards and soldiers. Dorothy defeats Momba, and they arrive at the Emerald City just in time for the Wizard's going away party.

At the 1893 Chicago World's Fair, sideshow barker Flo Ziegfeld turns the tables on his more successful neighbor Billings, and steals his girlfriend to boot. This pattern is repeated throughout their lives, as Ziegfeld makes and loses many fortunes putting on ever bigger, more spectacular shows (sections of which appear in the film). French revue star Anna Held becomes his first wife, but it's not easy being married to the man who "glorified the American girl." Late in life, now married to Billie Burke, he seems to be all washed up, but...

It's turn of the century America when Andrew and Veronica first meet - by crashing into each other. They develop an instant and mutual dislike which intensifies when, later on, Andrew is forced to hire Veronica as a saleslady at Oberkugen's music store. What the two don't know is that while they may argue and fight constantly throughout the day, they are actually engaged in an innocent, romantic and completely anonymous relationship by night, through the post office.

In pursuit of stolen aircraft engines on a Central American island, federal agent Rigby meets chief suspect Hintten and his wife Elizabeth, a sultry cafe singer; and is watched by Bealer, a "pie-shaped man" with sore feet. Rigby knows he's on the right track when Bealer offers him money to leave Carlota. When Rigby and Elizabeth are drawn to each other, the gang realizes there's more than one kind of bribe. Everybody sweats.