When they had reached the end of the path, where they had first seen the warning sign, they set off across the country in an easterly direction. Before long they reached Rolling Lands, which were a succession of hills and valleys where constant climbs and descents were required, and their journey now became tedious, because on climbing each hill, they found before them nothing in the valley below it except grass, or weeds or stones.  
Up and down they went for hours, with nothing to relieve the monotony of the landscape, until finally, when they had topped a higher hill than usual, they discovered a cup-shaped valley before them in the center of which stood an enormous castle, built of purple stone. The castle was high and broad and long, but had no turrets and towers. So far as they could see, there was but one small window and one big door on each side of the great building.
 
"This is strange!" mused the Scarecrow. "I'd no idea such a big castle existed in this Gillikin Country. I wonder who lives here?"
 
"It seems to me, from this distance," remarked the Tin Woodman, "that it's the biggest castle I ever saw. It is really too big for any use, and no one could open or shut those big doors without a stepladder."
 
"Perhaps, if we go nearer, we shall find out whether anybody lives there or not," suggested Woot. "Looks to me as if nobody lived there."
 
On they went, and when they reached the center of the valley, where the great stone castle stood, it was beginning to grow dark. So they hesitated as to what to do.
 
"If friendly people happen to live here," said Woot. "I shall be glad of a bed; but should enemies occupy the place, I prefer to sleep upon the ground."
 
"And if no one at all lives here," added the Scarecrow, "we can enter, and take possession, and make ourselves at home."
 
While speaking he went nearer to one of the great doors, which was three times as high and broad as any he had ever seen in a house before, and then he discovered, engraved in big letters upon a stone over the doorway, the words:
"YOOP CASTLE"
 
"Oho!" he exclaimed; "I know the place now. This was probably the home of Mr. Yoop, a terrible giant whom I have seen confined in a cage, a long way from here. Therefore this castle is likely to be empty and we may use it in any way we please."
 
"Yes, yes," said the Tin Emperor, nodding; "I also remember Mr. Yoop. But how are we to get into his deserted castle? The latch of the door is so far above our heads that none of us can reach it."
 
They considered this problem for a while, and then Woot said to the Tin Man:
 
"If I stand upon your shoulders, I think I can unlatch the door."
 
"Climb up, then," was the reply, and when the boy was perched upon the tin shoulders of Nick Chopper, he was just able to reach the latch and raise it.
 
At once the door swung open, its great hinges making a groaning sound as if in protest, so Woot leaped down and followed his companions into a big, bare hallway. Scarcely were the three inside, however, when they heard the door slam shut behind them, and this astonished them because no one had touched it. It had closed of its own accord, as if by magic. Moreover, the latch was on the outside, and the thought occurred to each one of them that they were now prisoners in this unknown castle.
 
"However," mumbled the Scarecrow, "we are not to blame for what cannot be helped; so let us push bravely ahead and see what may be seen."
 
It was quite dark in the hallway, now that the outside door was shut, so as they stumbled along a stone passage they kept close together, not knowing what danger was likely to befall them.
 
Suddenly a soft glow enveloped them. It grew brighter, until they could see their surroundings distinctly. They had reached the end of the passage and before them was another huge door. This noiselessly swung open before them, without the help of anyone, and through the doorway they observed a big chamber, the walls of which were lined with plates of pure gold, highly polished.
 
This room was also lighted, although they could discover no lamps, and in the center of it was a great table at which sat an immense woman. She was clad in silver robes embroidered with gay floral designs, and wore over this splendid raiment a short apron of elaborate lace-work. Such an apron was no protection, and was not in keeping with the handsome gown, but the huge woman wore it, nevertheless. The table at which she sat was spread with a white cloth and had golden dishes upon it, so the travelers saw that they had surprised the Giantess while she was eating her supper.
 
She had her back toward them and did not even turn around, but taking a biscuit from a dish she began to butter it and said in a voice that was big and deep but not especially unpleasant:
 
"Why don't you come in and allow the door to shut? You're causing a draught, and I shall catch cold and sneeze. When I sneeze, I get cross, and when I get cross I'm liable to do something wicked. Come in, you foolish strangers; come in!"
 
Being thus urged, they entered the room and approached the table, until they stood where they faced the great Giantess. She continued eating, but smiled in a curious way as she looked at them. Woot noticed that the door had closed silently after they had entered, and that didn't please him at all.
 
"Well," said the Giantess, "what excuse have you to offer?"
 
"We didn't know anyone lived here, Madam," explained the Scarecrow; "so, being travelers and strangers in these parts, and wishing to find a place for our boy friend to sleep, we ventured to enter your castle."
 
"You knew it was private property, I suppose?" said she, buttering another biscuit.
 
"We saw the words, 'Yoop Castle,' over the door, but we knew that Mr. Yoop is a prisoner in a cage in a far-off part of the land of Oz, so we decided there was no one now at home and that we might use the castle for the night."
 
"I see," remarked the Giantess, nodding her head and smiling again in that curious way—a way that made Woot shudder. "You didn't know that Mr. Yoop was married, or that after he was cruelly captured his wife still lived in his castle and ran it to suit herself."
 
"Who captured Mr. Yoop?" asked Woot, looking gravely at the big woman.
 
"Wicked enemies. People who selfishly objected to Yoop's taking their cows and sheep for his food. I must admit, however, that Yoop had a bad temper, and had the habit of knocking over a few houses, now and then, when he was angry. So one day the little folks came in a great crowd and captured Mr. Yoop, and carried him away to a cage somewhere in the mountains. I don't know where it is, and I don't care, for my husband treated me badly at times, forgetting the respect a giant owes to a giantess. Often he kicked me on my shins, when I wouldn't wait on him. So I'm glad he is gone."
 
"It's a wonder the people didn't capture you, too," remarked Woot.
 
"Well, I was too clever for them," said she, giving a sudden laugh that caused such a breeze that the wobbly Scarecrow was almost blown off his feet and had to grab his friend Nick Chopper to steady himself. "I saw the people coming," continued Mrs. Yoop, "and knowing they meant mischief I transformed myself into a mouse and hid in a cupboard. After they had gone away, carrying my shin-kicking husband with them, I transformed myself back to my former shape again, and here I've lived in peace and comfort ever since."
 
"Are you a Witch, then?" inquired Woot.
 
"Well, not exactly a Witch," she replied, "but I'm an Artist in Transformations. In other words, I'm more of a Yookoohoo than a Witch, and of course you know that the Yookoohoos are the cleverest magic-workers in the world."
 
The travelers were silent for a time, uneasily considering this statement and the effect it might have on their future. No doubt the Giantess had wilfully made them her prisoners; yet she spoke so cheerfully, in her big voice, that until now they had not been alarmed in the least.
 
By and by the Scarecrow, whose mixed brains had been working steadily, asked the woman:
 
"Are we to consider you our friend, Mrs. Yoop, or do you intend to be our enemy?"
 
"I never have friends," she said in a matter-of-fact tone, "because friends get too familiar and always forget to mind their own business. But I am not your enemy; not yet, anyhow. Indeed, I'm glad you've come, for my life here is rather lonely. I've had no one to talk to since I transformed Polychrome, the Daughter of the Rainbow, into a canary-bird."
 
"How did you manage to do that?" asked the Tin Woodman, in amazement. "Polychrome is a powerful fairy!"
 
"She was," said the Giantess; "but now she's a canary-bird. One day after a rain, Polychrome danced off the Rainbow and fell asleep on a little mound in this valley, not far from my castle. The sun came out and drove the Rainbow away, and before Poly wakened, I stole out and transformed her into a canary-bird in a gold cage studded with diamonds. The cage was so she couldn't fly away. I expected she'd sing and talk and we'd have good times together; but she has proved no company for me at all. Ever since the moment of her transformation, she has refused to speak a single word."
 
"Where is she now?" inquired Woot, who had heard tales of lovely Polychrome and was much interested in her.
 
"The cage is hanging up in my bedroom," said the Giantess, eating another biscuit. The travelers were now more uneasy and suspicious of the Giantess than before. If Polychrome, the Rainbow's Daughter, who was a real fairy, had been transformed and enslaved by this huge woman, who claimed to be a Yookoohoo, what was liable to happen to them? Said the Scarecrow, twisting his stuffed head around in Mrs. Yoop's direction:
 
"Do you know, Ma'am, who we are?"
 
"Of course," said she; "a straw man, a tin man and a boy."
 
"We are very important people," declared the Tin Woodman.
 
"All the better," she replied. "I shall enjoy your society the more on that account. For I mean to keep you here as long as I live, to amuse me when I get lonely. And," she added slowly, "in this Valley no one ever dies."
 
They didn't like this speech at all, so the Scarecrow frowned in a way that made Mrs. Yoop smile, while the Tin Woodman looked so fierce that Mrs. Yoop laughed. The Scarecrow suspected she was going to laugh, so he slipped behind his friends to escape the wind from her breath. From this safe position he said warningly:
 
"We have powerful friends who will soon come to rescue us."
 
"Let them come," she returned, with an accent of scorn. "When they get here they will find neither a boy, nor a tin man, nor a scarecrow, for tomorrow morning I intend to transform you all into other shapes, so that you cannot be recognized."
 
This threat filled them with dismay. The good-natured Giantess was more terrible than they had imagined. She could smile and wear pretty clothes and at the same time be even more cruel than her wicked husband had been.
 
Both the Scarecrow and the Tin Woodman tried to think of some way to escape from the castle before morning, but she seemed to read their thoughts and shook her head.
 
"Don't worry your poor brains," said she. "You can't escape me, however hard you try. But why should you wish to escape? I shall give you new forms that are much better than the ones you now have. Be contented with your fate, for discontent leads to unhappiness, and unhappiness, in any form, is the greatest evil that can befall you."
 
"What forms do you intend to give us?" asked Woot earnestly.
 
"I haven't decided, as yet. I'll dream over it tonight, so in the morning I shall have made up my mind how to transform you. Perhaps you'd prefer to choose your own transformations?"
 
"No," said Woot, "I prefer to remain as I am."
 
"That's funny," she retorted. "You are little, and you're weak; as you are, you're not much account, anyhow. The best thing about you is that you're alive, for I shall be able to make of you some sort of live creature which will be a great improvement on your present form."
 
She took another biscuit from a plate and dipped it in a pot of honey and calmly began eating it.
 
The Scarecrow watched her thoughtfully.
 
"There are no fields of grain in your Valley," said he; "where, then, did you get the flour to make your biscuits?"
 
"Mercy me! do you think I'd bother to make biscuits out of flour?" she replied. "That is altogether too tedious a process for a Yookoohoo. I set some traps this afternoon and caught a lot of field-mice, but as I do not like to eat mice, I transformed them into hot biscuits for my supper. The honey in this pot was once a wasp's nest, but since being transformed it has become sweet and delicious. All I need do, when I wish to eat, is to take something I don't care to keep, and transform it into any sort of food I like, and eat it. Are you hungry?"
 
"I don't eat, thank you," said the Scarecrow.
 
"Nor do I," said the Tin Woodman.
 
"I have still a little natural food in my knapsack," said Woot the Wanderer, "and I'd rather eat that than any wasp's nest."
 
"Every one to his taste," said the Giantess carelessly, and having now finished her supper she rose to her feet, clapped her hands together, and the supper table at once disappeared.