About five minutes into the film, Dorothy sings the song after failing to get her preoccupied aunt and uncle to listen to her relate an unpleasant incident involving her dog, Toto, and the town spinster, Miss Gulch (Margaret Hamilton). Dorothy's Aunt Em tells her to "find yourself a place where you won't get into any trouble", prompting Dorothy to walk off by herself. She muses to Toto "'Someplace where there isn't any trouble.' Do you suppose there is such a place, Toto? There must be. It's not a place you can get to by a boat, or a train. It's far, far away. Behind the moon, beyond the rain.....", and begins singing.