After some time, the yellow brick road was not smooth. The bricks were broken and uneven. The Scarecrow often fell down. But he was full of straw, so it never hurt him. Dorothy always picked him up. Then they both laughed together.
The farms and houses started to disappear. The country was quiet and lonely. At noon, they stopped to rest near a small river. Dorothy opened her basket and took out some bread. She offered some to the Scarecrow, but he said no.
"I am never hungry," he explained. "My mouth is only painted. If I make a hole to eat, all my straw will come out. That would change the shape of my head." Dorothy understood and ate her bread.
"Tell me about your home," the Scarecrow said. So Dorothy told him about Kansas. She said everything there was gray. She told him how the cyclone carried her to the Land of Oz. The Scarecrow listened. "I don't understand," he said. "Why do you want to leave this beautiful place and go back to gray Kansas?"
"Because you don't have a brain," Dorothy answered. "People always love their homes. It does not matter if the home is gray. There is no place like home." The Scarecrow was quiet. He could not understand this idea.
"Please tell me a story," Dorothy said.
"My life is very short," the Scarecrow said. "I was made only two days ago. A Munchkin farmer made me. He painted my ears first, so I could hear. Then he painted my eyes. I saw the world for the first time! Then he made my body and put my head on top. I was very proud."
"The farmer put me on a tall pole in the cornfield," the Scarecrow continued. "He wanted me to scare the birds. At first, the birds were afraid of me. But then, an old crow (a big, black bird) came. He was not afraid. He knew I was just straw."
"The crow told me, 'You are not a real man. You need a brain. A brain is the most important thing in the world.' After that, I wanted a brain more than anything. Then you came and helped me. I am sure the great Oz will give me a brain."
"I hope so," Dorothy said. "You really want one."
"Yes, I do," said the Scarecrow. "I do not want to be a fool."
They started walking again. Soon, there were no fences. The land was not farmed. In the evening, they came to a great forest. The trees were very big and tall. The branches made a roof over the road. It was dark under the trees, but they continued walking.
"This road goes into the forest, so it must come out of the forest," the Scarecrow said. "The Emerald City is at the end, so we must follow the road."
After an hour, it was completely dark. Dorothy could not see anything, but the Scarecrow could see very well. She held his arm to walk. "If you see a house, please tell me," she said. "I am very tired."
Soon, the Scarecrow stopped. "I see a small cottage on our right," he said. "It is made of wood."
"Yes, let's go there," Dorothy said.
The Scarecrow helped Dorothy find the cottage. Inside, there was a soft bed of dry leaves. Dorothy was very tired. She lay down with Toto next to her and quickly fell asleep. The Scarecrow never got tired. He stood in a corner and waited for the morning.