Victor Fleming was the third director on the roster to try his hand directing the iconic film The Wizard of Oz. Funnily enough, he left filming early to take over directing for George Cukor on Gone With The Wind—a film that Cukor himself had, only months before, left The Wizard of Oz to direct. After taking over duties from Cukor, Fleming set to work filming the majority of the Technicolor scenes, a process that took longer than expected—6 months. Cukor had already made many creative adjustments from Richard Thorpe's initial decisions, which were then adopted and completed by Fleming. For instance, under Thorpe's direction, Judy Garland wore a blonde wig and adopted a baby-doll voice, but Cukor insisted that she be more natural.
Filming was grueling, with shoot days lasting over 12 hours, and actors arriving onset at early hours to apply complicated makeup and put on their ornate costumes. Margaret Hamilton, who played the Wicked Witch, suffered third-degree burns while filming a fiery exit that put her out of commission for 3 months.
In February, Fleming was hired to take over direction of Gone with the Wind from George Cukor, and so he, too, had to leave Oz. King Vidor was the final director to work on the film, directing many of the scenes that took place in Kansas, including "Over the Rainbow." Vidor took no credit for his directing duties until his friend Victor Fleming had died.