Benny, Leo, Johnny, Rae, Rafiki and the El Arca Big Six are whisked away by a terrible storm and end up in an enchanted land known as Oz. There, they meet a lion. Together, they all come across a living Oak Tree being harassed by Flying monkeys. Lion and his new friends frighten them off and the Tree thanks everyone and explains that the monkeys serve the Wicked Witch of the East.
The Witch is bent on conquering Oz, but is prevented from total control by something called the Flower of Oz. She kidnaps Xiro, Kairel, Bruma and Panthy, and threatens Benny, Leo, Johnny, Rae, Lion and their friends to find it for her or the team will never see their friends again. She also mentions that Oscar is her prisoner.
To help keep their team at full strength, Benny, Leo, Johnny and Rae combine their weapon to call for assistance. The call is answered by the Road Rovers: Hunter, Colleen, Exile, Blitz and Shag. Setting out, Lion and his new friends come across two fairies, whose friend Starburst is trapped in a chest at the bottom of a deep pond. Lion dives in, despite his aversion to water, to save her when the Witch's henchman Gloom, a living mist of misery, arrives and tries to tempt Lion into forgetting Starburst, but Lion ignores him and saves the little fairy. The fairies gratefully point everyone in the right direction, telling them to go to a certain castle.
As they nearly arrive, they come across a springy teddy bear named Silly Oz-bul, who says he needs to cross the river to get a drink at the castle. Rae and Rafiki point out he can get a drink from the river, which Silly does. He follows everyone to the castle where they are confronted by a toy soldier named Captain Fitzgerald, who thinks they're enemies. but the misunderstanding is cleared when a young girl named Wimzik and her toy ballerina Caroline come along. Lion and the others explain their mission and they decide to come along with them.
Meanwhile, Gloom reports to the Witch that Lion and a group of stray travelers interfered with his business, so the Witch confronts everyone again, and zaps Fitzgerald to her dungeon, threatening that for each day Lion and his friends don't find her the Flower of Oz, she'll hurt more of their friends.
Undeterred, the friends keep going, until they come to a waterfall. They see a silver bridge to a floating island and Silly leaps out of the frying pan and into the fire when he tries to cross the bridge, but it turns out to be an illusion, and nearly falls over the cliff. Luckily Lion saves him. They then hear a voice from the bottom of the cliff telling them to go back, but when Lion announces they're looking for the Flower of Oz, they are invited down by the voice. They come to the town of the Mini-Munchkins, who built the Silver Bridge before it was destroyed by the Wicked Witch of the East and she cursed them by making them smaller so they couldn't rebuild it. The bridge the group saw earlier was just an illusion caused by the Mini-Munchkins' sadness. But Wimzik inspires them to believe in themselves and not to give up, somehow breaking the Witch's spell over them, returning them to their real sizes and restoring the bridge.
Inside the dungeon, Xiro, Kairel, Bruma, Panthy and Fitzgerald learn from the guard that the Witch never really kidnapped Oscar, and had merely tricked Lion and his friends into thinking so, and they now realize that they must escape and warn their friends.
The group has crossed the bridge and as they go, Caroline's battery runs out, but Wimzik merely says she needs some sunlight to recharge it. But then the Witch returns, casting Caroline's unconscious body into a whirlpool. Lion dives in to save her but the current's too strong. Wimzik dives in and help them to shore, whereupon Lion says somehow Wimzik's touch gave him strength and Caroline is fully charged from Wimzik's touch as well. The Witch leaves, promising that Silly and Leo were next.
Back in the dungeon, Fitzgerald and the captured Fantasy Adventure crew escape and spy on the Witch while the rest of the group comes across a strange cottage, where they are then confronted by the Seamstress, an elderly enchantress with powers over thread, hems, and patchworks, her wand is a large sewing needle. She turns Silly and Caroline into quilt patches but then her wand is knocked from her hand by Lion and her living Pin Cushion nails her sleeve to the wall. Realizing the Seamstress is under another of the Witch's spells, Wimzik manages to calmly talk the Seamstress into remembering how to laugh and smile, breaking the spell and revealing the Seamstress to be a nice old lady, and she turns Silly and Caroline back to their real selves. She then gives them a petal she says came from the Flower of Oz. Lion gets a whiff and tracks it to a large garden that's frozen in ice. When Wimzik touches the flower, the garden is instantly thawed and Lion, Benny and Leo realize that they've had the Flower of Oz all along: Wimzik! And the flower she unfroze is really her throne.
The Witch attacks, bringing Gloom with her, as well as Fitzgerald, Xiro, Kairel, Bruma and Panthy, as they had stowed along, and reveals the Witch doesn't have Oscar. Lion demands an explanation and the Witch reveals a rumor that Oscar's balloon carried him to the distant Emerald City. The Witch then tries to destroy Wimzik, but with the combined efforts of everyone, she is thwarted and Wimzik seats herself on her throne, restoring her mystical powers as the Flower of Oz. The Witch then sends Gloom after Wimzik. He tries to absorb her, but she is too powerful and he is destroyed.
Enraged, the Witch steals Lion's Badge of Courage and sends it to an unknown place. Wizmik orders the Witch to leave, and the Witch swears vengeance before vanishing (though she would never get a chance at vengeance because sometime after, she was killed when a Kansas farm house fell out of the sky and crash landed right on top of her.)
Lion is distraught to have lost his badge, now thinking himself no more than a Cowardly Lion. Wimzik and the Fantasy Team explain his courage and everything he's done weren't because of a badge but Lion's brave and noble heart. Despite this, Lion sadly bids his friends goodbye as he must go find his badge and Oscar, but promises to come back someday.
Lion eventually comes across a yellow brick road and meets none other than Dorothy Gale, the Scarecrow, the Tin Woodsman, and Toto, and the story of "The Wizard of Oz" continues with his part in it. After helping to rid Oz of the Wicked Witch of the West, the sister of the Witch of the East, Lion catches up with Benny, Leo, Johnny, Rae and their adventure team, and joins them on their adventures in the hopes of finding Oscar again.
- This episode is set before Benny, Leo and Johnny's Adventures of Aladdin, though it premeired afterward.
- At the beginning on this adventure, it is finally revealed how Rafiki found the Fantasy Adventure Team.
- The Road Rovers guest star in this adventure as fill in for Xiro, Kairel, Bruma and Panthy.
- The clip where the Road Rovers "transdogmophy" and fly to Oz is from the Road Rovers episode, "Gold Retrievers."
- The main G. E. Predators theme is heard during the final showdown with the Wicked Witch of the East.
- Benny reveals to have a Charizard named Smokey, which explains how he was able to travel from Nebraska to Manhattan in mere hours to retreive the 1939 "Wizard of Oz" balloon.
- Lion's intention for joining the Fantasy Adventure team suggests that Oscar and the Wizard of Oz are not the same person.