The film opens with an elderly woman named Ms.Bee Bee, who reveals herself to be a kindly witch, telling the audience about the town of Grisham Heights, owned by the selfish and dance obsessed Count Grisham. She explains that she was Grisham's dance teacher, until he chased her into hiding when he accidentally discovered that she was a witch, and was forced to live in an abandoned house far outside of the village, with only her magic broom Bristles for company. She then goes on to explain the town's workhouse mill, which is where all orphans and debtors are sent to work off their debts, and that it takes thirteen pieces of silver to buy your freedom. Ms.Bee Bee then introduces the audience to Polly, a girl who has been in the mill nearly her whole life, but has been saving her silver coins and hiding them at the foot of her scarecrow (without realizing that Ms.Bee Bee lives at the house). Because she is lonely, Ms.Bee Bee decides to bring her scarecrow to life after Polly leaves, using a magic feather to do so, which also allows a pessimistic mouse, Max, who lives in the Scarecrow's pocket, to talk.
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| Name | |
|---|---|
| Brian Nissen | |
| Richard Rich |
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