General D. bellows, and then a giant hand sporting a thumb ring appears and attempts to drag the boat down to Davy Jones’ Locker, so the toys fashion a hot-air balloon from blankets, and the boat rises into the heavens (“Something in the Air” / “Delighted”). The original ESIPA version features a more vapid variation of the song and ensuing scene (“Quiet Night (Quintet)”) which includes anthropomorphized versions of the clouds, sun, moon, and stars crooning along with Marcella and the dolls. Raggedy Ann tells Marcella that wishes can come true in Cloudland, so the girl wishes to see Yellow YumYum again, and suddenly the bird materializes with a heavenly chorus (“So Beautiful”). She wishes her father could see the bird, so Poppa bursts out of a cloud and tells her that he’s watching. She wishes to see her mother again, so Mommy miraculously appears (“The Shooting Star”). The Rat tries to drag Mommy away, so Poppa punches him out, and Mommy agrees to remarry Poppa (“The Wedding”). Suddenly, the music stops, and Mommy screams that Marcella is a rope around her neck as she runs away. Marcella says that she’s tired of pointless stories and walks off, which fills Raggedy Ann with self-doubt (“Rag Dolly”). The ESIPA version remains at a melancholic tone, but the Broadway version builds as Raggedy Ann tries to lift Marcella’s spirits. Soaring above the Mississippi River, Bat abruptly appears, punctures the hot-air balloon, and the boat plunges from the sky. Act II Bat sits atop the wreckage of the boat painting her toenails, and Wolf is pleased by the belief that there were no survivors - although everyone gradually emerges. They discover they’ve landed on a meatpacking plant in Omaha and have only four hours left to get to the Doll Doctor. As the toys study their map, Bat serenades them, claiming that they’ll never make it to Los Angeles in time, ultimately seducing Raggedy Andy into handing over the map (“You’ll Never Get Away” (ESIPA) / “You’ll Love It” (Broadway)). In the ESIPA version, Marcella realizes that Bat and Wolf are actually her deceased pets, Tweety and Red Fang, but the animals deny it, and Panda declares that their memories were wiped when they were reincarnated. Suddenly, a burst of smoke from the chimney, which is a diversion as General D. appears on the other side of the roof. After a few moments of taunting the toys and stroking his own ego, the General commands Marcella to look at his opal thumb ring. In the gem, she sees a bird’s eye view of Omaha. A giant eyeball appears in the sky, declaring it sees all. Marcella asks if it can see the Doll Doctor, which the eyeball confirms. The General remarks that he himself is the Doll Doctor (as well as every other type of doctor), and states his intention to make Marcella his Queen. The toys briefly confer, lull the General to sleep with a song (“Would You Like a Little Music?”), and steal the ring. The melody fills the Camel with such spirit that he’s able to soar on the wings of the song, so everyone hops on his back and they float away. The General awakens and orders Bat to follow them, but she refuses, claiming that she’s his bride, not Marcella. The General swoops in, seemingly for an embrace, but calls her a traitor, grasps her throat, and pushes her into the chimney, his hands emerging with a dead yellow canary. Wolf is saddened by her death as he leaves to find the dolls. In the ESIPA version, Wolf pauses in the forest to sing “He Comes Riding.” The toys find themselves separated in The Grisley Woods National Park, frantically searching for one another through a maze of trees littered with red-glowing-eyed skeletons (“Gone”). Lights rise on the characters as they emerge at different points in the forest until the scene settles on the Witch - who’s not a stereotypical green-faced hag, but rather, a beautiful woman adorned in a shimmering flapper outfit with a large plume on her hat and a monkey fur collar on her coat. In the Broadway version, she plucks petals from a black rose, singing “Why Not?” In the ESIPA version, she is seated on a tree stump, distraught, pulling items from her handbag. She attempts to swig from a bottle, but there isn’t a drop, so she hurls it to the ground, then sets an alarm clock aside, revealing a pink baby’s shoe. She clutches it, caresses it lovingly against her face, and gently sets it beside her. She finds a hand mirror and begins applying lipstick, but becomes saddened by the sight of her own face and despondently drops them. She pulls a bundle of clothesline from her bag and wraps it around the highest tree limb she can reach. Raggedy Ann pops out of the forest, relieved to see signs of life, but the Witch tries to shoo her away while
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