After his witch guardian Mombi threatens to turn him into a statue, young Tip decides to run off to Emerald City with his newly-animated companion, Jack. Along the way, he meets up with Genral Jinjur, leader of the Army of Revolt, who takes Tip prisoner as she marches her troops to take over the Emerald City. Tip escapes to warn the scarecrow, now the ruler of the city, and together they leave to find the Tin Woodsman and form their own army.