The Tin Man and the Scarecrow are regaling each other with tales of past adventures in the Tin Man's castle in the Winkie Country when a Gillikin boy named Woot wanders into their presence. After he is fed and rested (which the Tin Woodman and the Scarecrow not being of blood and flesh do not need) Woot asks the Tin Man how he became made of tin. The Tin Man tells Woot the story of how he had once been a flesh-and-blood woodman in love with a maiden named Nimmie Aimee. Woot suggests that since the Tin Man now has a kind and loving heart it is his duty to find Nimmie Aimee and make her Empress of the Winkies. The Scarecrow agrees so the three set off to search for the girl. Will they find her and if they do will she still love the Tin Man?