''Oz The Great and Powerful'' imagines the wizard's magical beginnings. We ventured behind the curtain and saw how Sam Raimi & Co. created the emerald city — on a soundstage near Detroit.

Outside the Michigan Motion Picture Studios in Pontiac, Mich., the rain is coming down not in sheets but in blankets, as thunderheads grumble from above. It’s October 2011, and a storm has sucked the color out of the world, turning the already gray morning almost black-and-white.

Then you step into Oz, and everything switches to Technicolor. About 150 feet of yellow brick road stretches from one end of the soundstage to the other, lined by wooden fences and cornstalks. The brickwork is cast in a buttery glow from a 180-kilowatt lighting rig set to a pre-dusk magic hour. It’s exactly how you’d imagine Oz, inviting and warm. Maybe a little too warm. The rig, one of the biggest of its kind ever used for a movie, needs to be turned off periodically lest the set turn into a yellow brick oven.

James Franco, dressed in a top hat and waistcoat, is seated in a corner reading a paperback copy of Cormac McCarthy’s Suttree between takes. In Oz the Great and Powerful (out March 8, rated PG), Disney’s reported $200 million prequel to The Wizard of Oz, he plays the man who would be wizard. But he begins the film as a self-centered circus magician who’s transported, via tornado, to the iconic realm of Munchkins and magic. Eventually, he meets three witches — Theodora (Mila Kunis), Evanora (Rachel Weisz), and Glinda (Michelle Williams) — who set him on an adventure that will leave a lasting mark on the merry old land of Oz long before Dorothy ever gets out of Kansas.

”Okay, folks, back to it!” yells director Sam Raimi, the man behind the curtain, as he bounds down the bricks. ”Let’s get this show on the road.”

It’s tempting too look at Oz the Great and Powerful as an attempt to cash in on a beloved pop culture property. After all, Disney had a megahit three years ago with Alice in Wonderland, another CG-heavy 3-D family fantasy based on a children’s classic. ”After the fact on Alice, I kept thinking, ‘Now, why did this movie make a billion dollars?”’ says producer Joe Roth, who worked on both films. ”There was this idea that if you take a story that anybody knew — any language, any generation — and found a way to turn it on its ear and got it right, there was a giant built-in audience.” Yet the 1939 film The Wizard of Oz was itself a product of studio opportunism: MGM greenlit the project because of the massive success of Disney’s Snow White and the Seven Dwarfs. In fact, the original designs for Margaret Hamilton’s Wicked Witch of the West were inspired by Snow White‘s evil queen.

Raimi had many reasons to be hesitant about taking on a big-budget Oz prequel, but the biggest was that the 1939 classic is his favorite film. ”It’s sacred material to a lot of people, and they don’t want their memories messed with,” says Raimi, who learned a few things about handling cherished characters when he made the Spider-Man trilogy. ”I tried to move forward with the utmost respect for the original and tell our story with as much passion and energy and truth and sense of humor as I could. That was the thinking I used to protect myself.”

Raimi wasn’t the only one with a special connection to the material: Return to Oz was the first book Kunis read in English after moving to America from Ukraine at age 7. Franco read all the L. Frank Baum novels as a boy. A 5-year-old Weisz saw a rerelease of the Judy Garland classic in a movie theater. But who hasn’t been shaped by the story of Dorothy’s journey over the rainbow? ”I don’t know if I’ve ever met a person who wasn’t a fan of the original film,” says Williams, adding, with Glinda’s judgmental sense of goodness: ”Nor would I like to, I don’t think.”

Franco, who also appears on screen this month as a cornrowed Svengali of sleaze in the indie Spring Breakers, isn’t exactly the kind of actor you’d expect to see headlining an expensive family film. The star wasn’t even Raimi’s first choice to play the Wizard. Robert Downey Jr. had been attached at one point before dropping out. (Franco recounts a story about Raimi giving a bean plant to Downey and then seeing it withered and neglected at a later meeting, a sight Raimi took as an omen.) Then Raimi tried, in vain, to woo Johnny Depp. It was only after Franco expressed interest that the director considered him. ”I knew that James had a real heart inside of him,” says the director. ”I think at first he was too close for me to see.”

With his cast in place, Raimi faced special challenges to ensure that his depiction of the land of Oz would be a horse of a slightly different color. While Baum’s books are all in the public domain, Disney doesn’t own the rights to the 1939 film (which belongs to Warner Bros.). As a result, certain elements that originated with the movie were off-limits, such as the specific design of the Emerald City and Dorothy’s ruby slippers. (Weisz, for one, doesn’t mourn their exclusion: ”Gemstone shoes aren’t really my style,” she says. ”I’m more of a black-leather kind of person.”) Disney lawyers were involved during the shoot to make sure nothing stepped too heavily on the bejeweled toes of the original. ”The legal department kept saying, ‘No, that’s too close. That’s too close,”’ says Raimi. ”And finally we came up with designs that were not too close, but not too far, either.”

In the makeup department, situated in a nearby building, rows of witch prostheses are tacked to the wall, arrayed in more shades of green than the patrons of a bad-oyster buffet. Only after extensive discussions did Raimi and his longtime special-makeup-effects collaborators Howard Berger and Greg Nicotero find a hue for the Wicked Witch of the West that wouldn’t get them in hot water. The final color was actually a takeoff on the makeup used on Boris Karloff for 1931’s Frankenstein. The actress who ends up going green — whose identity we won’t spoil — spent at least two hours each day getting into the makeup. ”I’m pretty sure I never got good at sitting still for it,” says the star, who also worked with a vocal coach to perfect a nasal cackle. ”By the end, I’d look in the mirror and not even recognize myself. I’d only see the witch.”

”Caw! Caw! You’re all going to die!” Raimi shrieks as he accosts Franco with a fake crow affixed to the end of a pole. They’re filming a scene set at the entrance of the Dark Forest, where Franco’s Oz and his two companions — the friendly flying monkey Finley (voiced by Zach Braff) and the tiny porcelain China Girl (voiced by Joey King) — must track down Glinda. Raimi has stepped away from his director’s chair to take on the role of the portentous bird, which will, like much of the film, eventually be rendered in CG. The director has always been very hands-on, a holdover from when he was chopping hands off in DIY classics like the Evil Dead films. ”He’s been this way at least since the first Spider-Man movie,” says Franco, who played Spidey’s friend-turned-nemesis Harry Osborn. ”If anything needs to be thrown at an actor — or maybe it’s just me — he’s definitely the one to throw foam bricks or sticks or leaves or popcorn or whatever.”

For Raimi, these antics are one of the perks of the job. ”Who doesn’t want to throw stuff at fancy movie stars?” he asks. ”I’ve got really good aim at hitting actors right in the kisser.” Although he takes glee in pelting them with all manner of detritus (including, he says, dried cow manure), he respects his actors a great deal. Early in his career, he began wearing a suit and tie to the set every day to show consideration for his cast and crew. This sometimes has the unintentional effect of making him look like an overgrown kid playing make-believe. It’s no surprise, then, that he made fast friends with Williams’ daughter, Matilda, who spent a lot of time on the set. ”They held hands behind the monitor. She put her little hand in his,” says Williams. ”Whenever I say I have to go do some press with Sam, she sighs and says, ‘Oh, Sam. I love Sam.”’

When the 53-year-old Raimi was young, he shot Super-8 movies with his father’s camera not 10 miles from where he’s currently orchestrating this mega-production. He grew up in the 1970s in suburban Detroit, where his father ran a furniture store and his mom owned a lingerie shop, and produced a number of short films with local friends, including his actor totem Bruce Campbell. (Campbell and Sam’s brother Ted both pop up in Oz for their traditional cameos.) One night during production, Franco persuaded the director to throw a party to screen Raimi’s early shorts alongside Franco’s and Braff’s student films. Franco, ever Hollywood’s Energizer Bunny, would even sneak off at night after filming to shoot his own Raimi-esque mini-projects. ”It’s basically just an excuse to use a ton of fake blood,” says Franco.

Even on a film as F/X-heavy as Oz, with massive sets surrounded by oceans of bluescreen fabric, Raimi insists on using as many practical, or non-CG, effects as possible. ”Ideally, for me, everything would be done practically,” he says. Like Oz himself, Raimi was an amateur magician in his early years, practicing such tricks as the zombie ball. ”Nobody really knows where it was found,” he says, adopting an ominous tremolo — like Vincent Price imitating a theremin — as he launches into a magician’s patter. ”Somewhere in deep South America. They say the spirit of a zombie was placed within this ball. I found myself particularly conducted to this spirit and, if I concentrated hard enough, I could make this ball float. But only if the energies were right.”

To get the energies right on set, Raimi ordered Franco to arrive two weeks early so the actor could learn to master his character’s sleight-of-hand routines. The two of them have known each other for 12 years, and they both see parallels between their working relationship and Oz’s journey in the film from egotist to wizard. ”I was obviously a much younger actor when we did the first Spider-Man,” says Franco. ”So maybe I was more immature or shortsighted back then. And I took myself rather seriously. I had too much of that brooding, self-centered attitude. But now I try to be a positive force, I try to be less selfish.”

The actor also seems to have become more introspective, willing to frame his more recent (and much-discussed) life choices in Oz-ian terms. It’s a response that’s both honest and cheesy, perfectly in keeping with the spirit of Baum’s creation. ”I dropped out of school to be an actor,” he says. ”And my earlier self was very much like the Scarecrow. I felt like I wanted the brain. Then when I went back to school it was a great experience, but I also saw that half of it was just going through the steps. That I had the brain all along! I’d say that nowadays, if I saw the Wizard, the lesson that I need to learn, and that I need to learn continually, is how important my loved ones are — family, friends, the people around me. I have a tendency to overload myself with work, and sometimes that can get in the way. In other ways, it’s fine because I work with all of my closest friends. Like Sam.” In other words, home is where the heart is, and there’s no place like it.

Over the Rainbow: A Century of Oz
1900: L. Frank Baum’s The Wonderful Wizard of Oz appears, the first of 14 Oz-set fantasies.
1902:The first stage-musical version debuts in Chicago.
1925: A silent-film Wizard of Oz features Oliver Hardy (of Laurel and Hardy fame) as the Tin Man.
1939: Judy Garland flies over the rainbow in MGM’s Technicolor classic The Wizard of Oz.
1978: The Wiz, an urban update based on the 1975 Broadway hit, stars Nipsey Russell, Michael Jackson, and Diana Ross as Dorothy.
1981: Little people hit Hollywood to play Munchkins in the Chevy Chase comedy Under the Rainbow.
1985: Fairuza Balk plays Dorothy in Disney’s unofficial sequel, Return to Oz.
2003: The Tony-winning Broadway musical Wicked, based on Gregory Maguire’s 1995 unauthorized prequel, first defies box office gravity with stars Kristin Chenoweth and Idina Menzel.
2005: In the TV movie The Muppets’ Wizard of Oz, Miss Piggy plays all four witches opposite Ashanti as Dorothy.
2007: Alan Cumming costars with Zooey Deschanel (as a Kansas waitress named DG) in the Syfy miniseries Tin Man.
2014: Dorothy of Oz, an upcoming animated musical follow-up, features Lea Michele as the voice of Dorothy.

Witch Craft
How costume designers and makeup artists remained the look of classic Oz characters

Two-Tone Dress:

Rachel Weisz’s Evanora lives in the Emerald City and therefore has the most ”modern” of the witches’ outfits, an art deco design that costume designer Gary Jones hoped would evoke Hollywood’s golden age. Her beaded dress has another interesting feature. ”It starts out green and it becomes black as she’s standing over the crystal ball,” says Jones.

A Sporty Witch

The filmmakers made Mila Kunis’ Theodora look more active than her fellow witches. ”She had a version of jodhpurs and a jacket, which was in the spirit of a riding outfit,” says Jones. And smashing a fist through her wide-brimmed chapeau turns it into the conical black hat instantly recognizable as a witch’s. ”It was definitely designed to be a part of her transformation,” he says.

Poof! Goes the Poofiness

In 1939’s The Wizard of Oz, Billie Burke’s Glinda the Good Witch (inset) is decked out in a frilly pink dress with giant shoulders and an enormous crown. But director Sam Raimi had Jones make Michelle Williams’ free-floating witch appear more down-to-earth. ”She’s a lot less poofy here,” says Jones. ”Sam always reinforced that he wanted these characters to have some connection to our reality.”

Giving Good Face

As makeup artists Howard Berger and Vivian Baker learned, there’s a lot of facial hair in Oz — at least 400 painstakingly crafted pieces for various Munchkins, Winkies, Tinkers, and Quadlings. ”We were working round the clock,” says Berger. ”We had a bullpen with hordes of makeup artists going through whole batches of Munchkins.”

Oz: The Great and Powerful
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