Making a prequel to one of the most iconic movies of all time, 1939's The Wizard of Oz, seems tantamount to trying to put week old fries from Checkers on a plate next to potatoes au gratin and comparing the flavor. But, I suppose if anyone was going to play the wizard in a remake--apart from Johnny Depp--it had to be James Franco (though, in fact, Depp was approached for the lead as the second choice after Robert Downey Jr.). Simultaneously sleazy and charismatic, Oscar "Oz" Diggs (Franco), makes the perfect carnival magician, swindling people at every turn (primarily his female assistants). His go-to guy behind-the-scenes of the "magic," Frank (Zach Braff), allows Oz to treat him poorly in the vain hope that he will offer some sign of friendship--though it's immediately clear that Oz is a self-serving lone wolf. Promotional poster for Oz the Great and Powerful

With opening titles that conjure comparisons to the intricacies of a Hitchcock movie, Danny Elfman sets the tone for a sweeping, dramatically shot film as only Sam Raimi (best known for directing the first generation Spider-Man trilogy) could create. Set in Kansas in 1905 (as the Progressive Era was gaining momentum), Oz seeks to bring excitement into the dreary lives of the denizens in each town the carnival travels to. His latest female assistant, May (Abigail Spencer), is taken in by his standard lothario trick of giving her "his grandma's" music box, insisting that the old lady would have wanted her to have it. Before Oz can get a chance to really get his claws into her though, he is shamed onstage by a crowd who insists he should be able to give a paraplegic girl the ability to walk. Humiliated, Oz returns to his trailer where Frank informs her that a woman is waiting for him. The woman in question, Annie (Michelle Williams), is one of Oz's former girlfriends who has come to tell him that she's been given a marriage proposal. After Oz tells her that he wants no part of being a "good man" (but rather a "great one," combining the talents of Houdini and Edison), a strongman barrels through his door to seek retribution as a result of Oz trying to steal his love interest (using the music box method of course).

From left to right: Mila Kunis as Theodora, James Franco as Oz, Michelle Williams as Glinda and Rachel Weisz as Evanora

As Oz escapes through the trap door in his trailer, he makes a beeline for a nearby hot air balloon. Frank, loyal as ever, runs after him to throw him his suitcase and top hat. Just when Oz thinks he's gotten away scot-free, a tornado swirls toward him, wrapping him into its clutches. Promising reform to no one in particular if he can make it through the tornado alive, Oz is swept into another land known as Oz (how eponymous). The first person to encounter him is Theodora (Mila Kunis), an uncertain witch who merely wants peace within the Land of Oz. It is she who first tells him of the king's prophecy that a wizard would fall from the sky and come to rescue them from the Wicked Witch (though Disney could not come right out and say "Wicked Witch of the East" due to the fact that Warner Bros. owns the rights to this and most other terms and images from The Wizard of Oz--including the ruby red slippers). Elated by his arrival and instantly enamored with him, Theodora takes him to the Emerald City to meet her sister, Evanora (Rachel Weisz), the royal advisor. Along the way, they encounter an ensnared flying monkey named Finley (voiced by Braff), who is trying to escape from a lion (yes, that lion). Vowing to be Oz's loyal servant for the rest of his days, Finley follows them to the Emerald City.

Before entering the city, however, Oz confides in Finley that he is not the great wizard they've all been waiting for. Finley, though highly disappointed, keeps his promise to continue serving Oz. When Oz is introduced to Evanora, she immediately chides her sister for bringing an outsider to the kingdom, insisting it is probably just one of the Wicked Witch's tricks. Theodora, smitten and in love, refuses to consider the possibility that Oz is an impostor. Evanora, determined to prove Oz's fraudulence, sends him to the Dark Forest to disempower the Wicked Witch by stealing her wand and killing her. Allured by the promise of a roomful of gold, rubies and chalices, Oz is compelled to carry out the request.

Joey King as "China Girl" and Zach Braff as the voice of Finley.

Setting out for the forest with Finley, Oz comes across a china village that has been destroyed by the Wicked Witch's flying baboons. A foil for the girl in the wheelchair (Joey King) from his show, Oz finds a China Girl (also voiced by King) whose legs have been broken off. Touched by her plight, he glues them back on with a bottle of glue from his suitcase. Refusing to leave his side, she joins them on their journey to the Dark Forest where they discover who the true Good Witch is: Glinda (Williams). She explains that Evanora has deceived everyone into believing she is the Wicked Witch while watching their every move from her crystal ball. In the meantime, Evanora manipulates Theodora into feeling jilted by Oz, causing her to bite into a poisonous apple that transforms her into an even more devious witch than her sister.

Theodora's transformation.

As the stakes begin to tip increasingly in favor of evil, the core message of the film becomes even more palpable: So long as there is a chance for hoping and believing that the fulfillment of dreams is possible, there is no limit to what the human spirit can accomplish. Granted, this message isn't delivered quite as succinctly as Judy Garland belting out "Over the Rainbow." In any case, James Franco transitions seamlessly from a corrupt magician with a latent heart of gold to a wigga drug dealer in Spring Breakers. In many ways, these characters are two sides of the same coin (though I'm sure Disney would be inclined to disagree).