Close your eyes and begin listing all of the various characters, dialogue, imagery, creatures, props, sets, and songs you can from The Wizard of Oz. Chances are, it’ll take you about as long to finish as it took Dorothy and her companions to traipse their way to the Emerald City. That’s because the 1939 film is a part of our collective cultural memory, a work of American mythology so fundamental that it permeates our everyday lives. (Don’t believe me? Grab a box of Munchkins from Dunkin Donuts, visit the ruby slippers in the Smithsonian, or watch any one of these movies.)

So how do you go about making a movie that tells the story of what happened before Dorothy’s house flew over the rainbow and landed lickety-splat on the Wicked Witch of the East? Basically, how do you make a prequel to everyone’s childhood? “Very carefully,” says Sam Raimi. The director of the Spider-Man and Evil Dead trilogies was at first extremely hesitant to take on Oz the Great and Powerful—the huge and expensive family film out March 8 that Disney hopes will hit the same sweet spot as 2010’s Alice in Wonderland—for a very simple reason: “The original is my favorite film of all time,” he says. ” I didn’t want it sullied. I didn’t want to be involved in a production that might trade off the goodwill of that film, so I didn’t even want to read the script at first. Luckily I did. And then I realized that it wasn’t at all what I thought.”

Oz the Great and Powerful tells the story of the man who would be wizard. James Franco plays Oscar Diggs (a.k.a. “Oz”), a circus magician who travels via tornado to the land of Oz and meets its denizens, many of whom, like Michelle Williams’ Glinda the Good Witch, we’ve already met. “We tried to think of what made Glinda in the original film, but we didn’t want to lean too heavy-handedly on that,” says Williams on developing her iconic, if slightly loopy, bubble-traveling character. Meanwhile, Rachel Weisz and Mila Kunis join in as the witches Evanora and Theodora, one of whom ends up as that infamous green crone with the bone-rattling cackle, the Wicked Witch of the West.

In this week’s issue, EW goes behind the scenes of Disney’s big prequel, talking to its stars and Raimi—the brain, heart, and courage behind the whole operation—about taking on such a beloved property, the various copyright snares they faced from the owners of the original film, and what it was like rebuilding and inhabiting the merry old land of Oz. All you have to do is click your heels three times and dive in.

For more on Oz the Great and Powerful, pick up the new issue of Entertainment Weekly, on stands March 1.

Oz: The Great and Powerful
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