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.''