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Rachel Weisz as Evanora in OZ THE GREAT AND POWERFUL, a film directed by Sam Raimi. Photo credit: Merie Weismiller Wallace, SMPSP. Picture © 2012 and courtesy of Disney Enterprises, Inc. All rights reserved.

Oz the Great and Powerful (2013)

Opened: 03/08/2013 Wide

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Genre: Fantasy/Adventure

Rated: PG for sequences of action and scary images, and brief mild language.

Synopsis

From Disney comes the Sam Raimi-helmed, 3D-fantastical adventure "Oz The Great and Powerful," which imagines the origins of the beloved wizard character first brought to life in author L. Frank Baum's book "The Wonderful Wizard of Oz." As a cinematic prequel to the book, "Oz The Great and Powerful" explores the backstory of the wizard, offering audiences both a unique and amazing moviegoing experience.

"Oz The Great and Powerful" boasts a stellar cast that includes Academy Award® nominee James Franco ("127 Hours") as Oscar Diggs, the predestined Wizard; Golden Globe® nominee Mila Kunis ("Black Swan") as the tormented young witch Theodora; Academy Award® winner Rachel Weisz ("The Constant Gardener") as Theodora's older sister, Evanora, the witch who rules over the Emerald City; and three-time Oscar®-nominated actress Michelle Williams ("Brokeback Mountain," "Blue Valentine," "My Week with Marilyn") as Glinda, the Good Witch.

The cast also includes Primetime Emmy® and Golden Globe® nominee Zach Braff ("Scrubs," "Garden State"), who plays Franco's circus assistant, while also lending his vocal talents to one of the CGI creatures in the story--Finley, the winged monkey who accompanies the magician on his journey through Oz, serving as his sounding board and the magician's conscience; and 13-year-old actress Joey King ("Ramona and Beezus"), who plays a girl in a wheelchair at the circus and voices another CGI character in the story, China Girl, the porcelain child who also joins the future Wizard on his fateful excursion through Oz.

The film was produced by industry veteran Joe Roth ("Snow White and the Huntsman," "Alice in Wonderland"), along with a quartet of executive producers--Grant Curtis (Raimi's longtime colleague who has produced or co-produced the director's last five projects), Roth associate Palak Patel ("Snow White and the Huntsman"), another longtime Raimi associate, Josh Donen ("The Quick and the Dead") and Philip Steuer ("The Chronicles of Narnia" series).

Mitchell Kapner ("The Whole Nine Yards") is credited with the screen story for "Oz The Great and Powerful" and both Kapner and David Lindsay-Abaire ("Rabbit Hole," "Robots") wrote the screenplay.

The Story

"This is a story of how the wizard came to be the wizard; of how a smalltime carnival magician--a faker, a charlatan--came to a fantastic world and was just the thing that they needed to save the day. It's the tale of how an average man who was selfish became a great wizard who is selfless." -- Sam Raimi, director

L. Frank Baum, who wrote 14 novels between 1900-1920, all set in the Land of Oz he so vividly created, never fully portrayed the wizard character's background in any of his books. Producer Joe Roth found that fact fascinating. "I love origin stories and I liked the idea of how the wizard came to be," says Roth. "So, going back to Baum's books to research and imagine his beginnings seemed like a great idea."

"L. Frank Baum wrote a series of adventures with multiple characters in Oz," states Raimi's longtime producing partner, Grant Curtis. "I think the beauty of what Mitchell Kapner originally did, along with producer Joe Roth and executive producer Palak Patel, was that they took some of the adventures throughout these books and brought them together into one concise story that depicts how Oz became the great wizard."

Mitchell Kapner and David Lindsay-Abaire's imaginative screenplay follows Oscar Diggs, a small- time circus magician with dubious ethics, who is hurled away from dusty Kansas to the vibrant Land of Oz. There, Oscar thinks he's hit the jackpot--fame and fortune are his for the taking--that is until he meets three witches, Theodora, Evanora and Glinda, who are not convinced he is the great wizard everyone's been expecting. Reluctantly drawn into the epic problems facing the Land of Oz and its inhabitants, Oscar must find out who is good and who is evil before it is too late. Putting his magical arts to use, along with some ingenuity--and even a bit of wizardry--Oscar transforms himself not only into the great wizard but into a better man as well.

"It begins with a circus con artist who gets caught up in a tornado in a hot-air balloon and lands in this magical Land of Oz," screenwriter Mitchell Kapner elaborates about the original story inspired by the works of author L. Frank Baum. "Because his name is Oz, his arrival coincides with a prophecy that states that a new and great leader is forthcoming. Because the Wicked Witch has taken over the land, the people look to this stranger as this great Wizard. They bow down to this mere mortal when they see his name on the side of his balloon.

"This is a guy, bluffing his way through life because he doesn't have real magic powers like these witches do, who can become their leader and get Emerald City back from the Wicked Witch," the screenwriter resumes about the story. "I liked the dynamic that people expected him to be this powerful wizard, which he knows he's not. Yet, he can claim this throne, and essentially be the King, if he convinces enough people. Along the way, he realizes it's not just about him. He has to do it to save these people."

"What I love most about this character of Oz is that he is such a dastardly heel," says co-screenwriter David Lindsay-Abaire about the film's unlikely hero. "But, he also craves something greater, both from his life and for himself as a person. He wants to do great things, and, in the beginning, it's only about money and power and riches. By the end of the story, he finds out it's actually about finding love and friendship. It's a very human story."

Before Lindsay-Abaire joined the project, Roth sought a director to bring Kapner's story to life before the cameras. In choosing the acclaimed Sam Raimi, no stranger to Hollywood's arena of epic film works (the "Spider-Man" trilogy), the veteran producer and former studio executive found what he felt was the best of a small fraternity of seasoned filmmakers who could bring the necessary scope to Kapner's script.

"In tackling the Oz story, I could think of no better director than Sam Raimi," says the filmmaker. "Sam is one of our leading directors who has great heart as well as visual artistry. Everything makes him the right director, frankly. He's worked on films of this size and scope. He's worked in a world of special effects and live action combined. And more than anything, he has the heart and the sensibility of the story."

When Raimi read the script for "Oz The Great and Powerful," he "fell in love with it." He says, "I thought it was engaging and that it had a great, flawed main character. His adventure was fun and, eventually, his character's transformation gave it an uplifting quality that I really enjoyed."

The cast assembled for "Oz The Great and Powerful" was very pleased to have Raimi at the helm. "Like Baum in his books, Sam brought an incredible passion and imagination and wit and humanity to this project," raves actress Rachel Weisz (Evanora) about her director. "And, this beautiful ability to tell a story that has an innocence and clarity that children can relate to. But, also a little bit naughty and witty, so that grown-ups will find it funny. He's got incredible energy and is a really wonderful storyteller."

"Sam, as most people that know his work would agree, has a great imagination," echoes actor James Franco, who marks his fourth project with the well-regarded director and plays the film's title character. "I've worked with Sam more than with any other director, and I'd say one of the main things that Sam really brings to the table is his fantastic talent with effects and pacing and telling an exciting movie story through cutting-edge imagery and technology.

"But, he also cares just as much about the characters and the story," the actor goes on to say. "He's the perfect person to bring this world alive with all the new technology that's out there. And, knowing Sam, he'll bring 'Oz The Great and Powerful' to life in all its fantastical splendor, while making it a great character piece."

Franco, who read all 14 of Baum's books during his grade school years, offers his take on the film, saying, "In some ways, the story in our film is a metaphor and an analogy to what we all do as filmmakers. Oz is a magician. He puts on shows. In the Land of Oz, he creates illusions for different reasons. And that's basically what a movie is; it's creating an illusion. It's creating an imaginary world for an audience."

Summing up, actress Mila Kunis, who plays the witch Theodora, observes, "This film explains how all the characters became who they are and explains their origins so you understand them a little more. It brings a little more sincerity and truth to all the characters. And, while being funny and endearing, it very much stays true to the original concepts that L. Frank Baum created."

The Cast

"I think the audience can feel the soul of an actor in the performance." -- Sam Raimi, director

The filmmakers had a distinct look in mind when they cast the five main characters in the film. "I thought we should find a young, cutting-edge cast," says producer Joe Roth. "James Franco had been nominated for an Academy Award®. Michelle Williams had been nominated three times. Rachel Weisz won the Academy Award®. Zach Braff is a very talented actor/writer/stage and movie director. And, last but not least, Mila Kunis is one the hottest actresses in Hollywood. This film is populated by a very hot, young cast."

For the part of the title character, Oscar "Oz" Diggs, the filmmakers sought out James Franco. "James is a very sensitive guy and we really needed that for this character," says director Sam Raimi. "We needed somebody who's in touch with his emotions because he plays a character with a good heart. I really needed an actor who had that quality within him. James, while funny and loving, has got real heart that he shares with the audience.

"Any actor can effectively portray the selfish qualities of his character, something that exists inside Oz," Raimi adds in explaining why Franco was the best choice for the role. "Strip that away and you can find who they really are inside. For this role, I don't think it would have worked as well with an actor who is selfish inside. When the camera gets in close, you can't fake it. And James, despite his great humor and good looks and great acting ability, really has a good heart and soul."

Franco enjoyed taking on the part of Oscar Diggs and exploring the origins of the wizard. He describes Oscar by saying, "He starts off a little bit rakish. He's a magician in a traveling circus. When he ends up in Oz, all of the issues that he wrestled with in the real world are now, in some ways, made more extreme but also transformative.

"The character was written in a certain way--part goofball, part con man, part seducer, part vaudeville guy, all of which appealed to me," adds Franco. "In some ways, he touches on many aspects of Americana, while being a cross between Charlie Chaplin and Clark Gable. A goofball and a dashing kind of guy, but a guy maybe not equipped in traditional ways to be a hero. He has unconventional ways of tackling his problems and fumbling through them. I love the character because of all that."

Franco also enjoyed another aspect of playing the magician: he had to learn to perform some magic tricks. He explains, "I actually came out here two weeks early to work with the great Las Vegas magician Lance Burton. We worked every day. I learned dove tricks and fire tricks as well as pulling things out of hats and making things levitate. And I think I got pretty good!"

Once Franco's magician character Oscar Diggs arrives in Oz, he encounters three beautiful witches: Theodora, Evanora and Glinda. Glinda, the Good Witch, played by Michelle Williams, tries to convince Diggs that the Land of Oz is in trouble at the hands of the evil Evanora, while at the same time hoping he is the answer to the land's prophecy--that a wizard will someday come and restore order.

Raimi says of casting Williams for the role, "Michelle has a real positive spirit and depth of soul. She's a good person and I needed that in the actress who was going to play Glinda."

"I play two characters in the film," actress Williams states. "In the opening of the film, I play a Kansas farm girl named Annie, Oscar's girlfriend, and then Glinda, the Good Witch. She's the younger version of the Glinda that we all know from the books. I think of my Glinda as a witch at the beginning of developing those powers."

"Michelle plays Oscar/Oz's love interest, first in the form of Annie, his childhood sweetheart, then as Glinda," director Raimi elaborates. "Annie is someone who sees the good man that he is inside, even though he's gotten lost somewhere along the way. She tries to bring him out, but he's so blinded by his dream of fame and fortune and this vision of becoming a great man he has in his head that he doesn't see the riches that lie right before him in this woman."

Raimi adds, "Later, when Oscar is transported to Oz, he meets Annie again, this time in the form of Glinda, Annie's alter ego. It's in this new form of Glinda that Oz is finally able to consummate the love story that his limited character couldn't back in Kansas. In Oz, he grows into a greater man, a man who values others as much as himself and only then does he become worthy of Glinda's love."

Williams herself found the project "to be a dream on a couple of levels. For me, to work every day with Sam and this cast while existing in the space of Glinda the Good Witch was such fun. I was excited to be there every day.

"Sam is an incredible collaborator," continues Williams. "From the moment we met and started rehearsals, I felt whatever idea I had, good or bad, would excite him, and that really encouraged me to continue to offer him ideas. He was a great inspiration for me.

"Being able to work with people like Sam who are really at the top of their game was so exciting," she continues with her praise for both the film's artistry and the experience itself. "The sets and the costumes were beyond my expectations. I couldn't imagine things that big and that beautiful, and I got to play inside of that world every day," she concludes.

Williams hopes "that audiences are transported by this magical journey into another realm where anything is possible, where the best is possible, and the best in human nature is really celebrated. I wanted to make a movie that my daughter could see, and I was really excited to be part of something that had an overall good message, one that wasn't tainted with sarcasm. It's a movie that you can take your whole family to see."

Williams' co-star and nemesis in the film, Oscar® winner Rachel Weisz ("The Constant Gardener"), also raves about her time on Raimi's project, saying, "What really appealed to me about playing Evanora was that I got to be a bad girl. She has a lot of fun being bad and I think that's what appealed to me about the character. I loved the script. I thought it was a great imagining of the origin story of the wizard and the witches."

Commenting on Rachel Weisz as Evanora, director Raimi says, "Rachel is a highly regarded actress throughout the world. I was thrilled when she took the role. She can make everything so real, and in this film, which has so many fantastical elements, I needed the actors to deliver very realistic performances to ground the audience in the reality of the place. I love Rachel's performance as Evanora because she's got to play it two ways and she does it so successfully.

"She's got to make you believe that she is the advisor to the king and a good person," continues Raimi, "somebody who's just looking out for the welfare of the Emerald City and its inhabitants. Then later you realize that wasn't just her ethical zeal to do what's right. Instead, we realize that what we were experiencing was a dark line running through her and that she's wicked, as wicked as they come. And she is just wonderful and beautiful in that role."

The director adds, "She brings a great sense of humor to the part. She's very funny and filled with life in the scenes where she's wicked."

Screenwriter Mitchell Kapner, in choosing an original name for the character, points out, "Evanora was never named in Baum's first book. Because there are no details about the character, we could make it up. So, I chose the name Evanora because the first two syllables sound like 'evil' and the name seemed to go well with Theodora, her sister."

In breathing life into Evanora, "The tricky part was trying to figure out who that character was because there was no source material other than Mitchell's [Kapner] draft," says screenwriter Lindsay-Abaire. "So, you wanted to make the character full. Because nobody knows who Evanora really is, that helped our plot because the character herself is pretending to be one thing and turns out to be something else. That was really good for our story, that you don't know who she is and what she's up to."

Mila Kunis plays Evanora's beautiful, innocent sister Theodora, who is easily manipulated by both her powerful sister and the ever-so-charming Oscar Diggs.

"Theodora is a good witch when we first meet her," notes Raimi about the character. "When Oscar first gets to the Land of Oz, he meets her and is smitten by her beauty. She is innocent and has the goodwill of the people at heart, then is easily manipulated by James' character. At this point, Oscar is a great manipulator and a selfish flirt. He woos and romances her, then leaves her be and breaks her heart."

"Theodora is a really nice, sweet, naive witch who truly wants to bring peace to the land," Kunis elaborates. "She is a girl who desperately wants to believe in good and believe in the betterment of society, the betterment of the people and the betterment of the world. She is also in so much denial of the bad that she doesn't even think it exists.

"There's a prophecy that Glinda's father predicted on his deathbed saying that this man would come and save the Land of Oz," the actress details further about her character. "She sees this balloon drop from the sky and on the balloon it says 'The Great and Powerful Oz'. Without a doubt in her mind, she believes that this is the great and powerful wizard that is coming to save the Land of Oz from the Wicked Witch."

"When first writing the character of Theodora, I wanted her to be between Glinda and Evanora while being pulled by both sides," screenwriter Kapner relates. "When we first meet her, she loves her older sister, but she is also fond of goodness, which Glinda represents.

"Theodora is someone who's innocent in a way," Kapner continues in describing the character and how he developed her backstory that is not in the Baum books. "There is a line where she says 'no one's ever asked me to dance before.' She is very innocent and protected in a lot of ways."

"Theodora's my younger sister who's good, but also has a streak of wickedness in her because she's my sister," Weisz chimes in about the dynamic of the character. "I try to seduce her over to the dark side through different events, which I manipulate because I need her on my side. If I can get Theodora on my side, it would be two against one and I could then beat Glinda, the Good Witch."

In choosing Kunis for the signature role, Raimi explains that he saw her in two very different films that cemented his decision to cast her in the role of Theodora. "I saw Mila Kunis in 'Forgetting Sarah Marshall' and she was very sweet. She's adorable and really funny with a great sense of humor. I knew when I saw that picture that she was a great actress who could play the innocent side of Theodora. When I saw the brilliant movie 'Black Swan,' I also saw the darker side of her, a streak of 'witchiness' that represented the other side of what I needed for the portrayal of Theodora. So, between those two performances, she showed me that she had everything that she needed for this part."

Kunis admits that she had some trepidation when she was approached about the role. "I mean it was Sam Raimi first and 'Oz The Great and Powerful' in the same sentence. It wasn't so much intriguing as it was frightening to me, and that's the truth."

Despite her reservations, Kunis decided to take a meeting with director Sam Raimi. "I went to meet Sam and what was supposed to be a thirty-minute meet ended up being like four hours long. We broke down the character and the script and grounded everything in reality, which was incredibly comforting to me."

Kunis adds, "What I think intrigued me about it was the unknown. I've never done anything remotely close to this. In saying that, you have to challenge yourself, and I felt safe in the challenge because I was surrounded by people whom I respected so much--Sam first and foremost."

As Oscar travels through Oz, he meets a lot of different characters along the way. One of them is the winged monkey, Finley, voiced by Zach Braff. Zach also plays Finley's alter ego back in Kansas, in the character of Frank, the magician's assistant.

"Finley is the Wizard's conscience," director Raimi explains. "When he gets to Oz, Finley reminds the Wizard in so many different ways about right and wrong. At first, Oz doesn't listen but eventually begins to respect the monkey. The goodness of his wisdom gets through to Oz. His most important effect on Oz is that of a good friend who reminds you that you're not living up to your expectations and have to do a lot better."

"In the beginning of the film, I play Frank, Oz's trusted circus assistant, before the character travels to the world of Oz," echoes actor Braff. "He's the carnival magician's right-hand man and under-appreciated assistant.

"In the Land of Oz, I play this flying monkey, Finley," continues Braff. "Through the course of the film, they go on this journey together and become buddies with each other. Finley's sort of the spirit of Frank, who finally gets the acceptance and the friendship he so badly wanted from Oz back in Kansas."

Braff admits his fascination with playing a computer-generated character, saying, "I wanted to try and take on something different. The idea of doing a character generated within a movie with real people was an interesting challenge. Every single thing about it interested me."

Like the characters of Annie/Glinda and Frank/Finley, China Girl (actress Joey King) also exists in the opening scenes in Kansas as a young girl confined to a wheelchair who watches Diggs perform his magic act, then begs the magician to help make her walk again, which he cannot do. Later, when Diggs first meets the CG character, her village, made up entirely of porcelain, has been destroyed. As Oz begins investigating what happened, he finds the diminutive glass doll hiding in her teapot home, unable to walk because her legs have been damaged.

"Her legs are broken and, this time, Oz can do something about it," James Franco relates. "He does rise to the occasion in helping her, to the point that his magical 'cure' causes her to think that he is this Wizard everyone is expecting."

"By the end of the film, this family's been formed," actor Braff chimes in about the bond that develops among Oz, Finley and China Girl. "This ragtag group of outcasts, in a sense, has been brought together and formed a family. They were by far the underdogs who, individually, couldn't have done anything on their own. Together they become this small band of heroes who save the day."

"There are many different groups of people in the picture," Raimi states. "In Glinda's Kingdom, Quadling Country, we have the Tinkers. The Tinkers are led by the Master Tinker, played by Bill Cobbs. He does a wonderful job because he's very world-wise and soulful. He's wise to the Wizard's true motivations, but Glinda inspires him to have faith. So even a wise man can learn something as far as matters of the heart."

Adds Raimi's producing partner, Grant Curtis, "The Tinkers are these 90-year-old gentlemen who can't see six inches in front of their faces, yet they're these amazing inventors and architects in the Land of Oz. The Master Tinker is another person that Oz meets along his adventures who imparts wisdom that allows him to be the full individual he becomes at the end of the movie."

Raimi's Land of Oz is also populated with the Emerald City guards, called The Winkies, a group the director describes as "10-foot tall soldiers that the Wicked Witch employs to terrorize the citizens of Emerald City. They're her standing army, along with an Air Force of sorts, her Winged Baboons."

Of course, the world of Oz would not be complete without the Munchkins, "the little people in the Land of Oz who like to sing and dance, make pretty clothes, and are generally quite merry," states the director. "They are going to become the unsung heroes of our story. They're going to make up the 'underground' of the Emerald City, those people who believe in Glinda and the cause and are working secretly against the Wicked Witch."

For "Oz The Great and Powerful," the production's casting directors found three dozen Little People, most from the Detroit area where filming took place. Their short stature (3 feet 6 inches in height) sharply contrasted to the towering Winkies, four dozen "giants" all of whom stood no shorter than 6 feet 6 inches tall (some exceeding the 7-foot ceiling).

Chief among the Little People gathered for the project was veteran actor Tony Cox as the Munchkin Knuck, who is a resident of Emerald City. "He works there, always around Evanora and Theodora," says Cox. "Like the witches, he doesn't believe in this Oz guy. He really thinks Oscar Diggs is a fake. The only reason he goes along with him on the journey is because of Glinda the Good Witch. She's Knuck's friend, but the bad witches don't know that."

"We worked really hard to make the characters, which are so mythologized, human," screenwriter Lindsay-Abaire offers. "I hope, in addition to wanting to see the characters they know and love from the books, that audiences will relate to these new characters. It's an exciting human story that enhances everything they've known about the Land of Oz and makes it better."

Creating the World

"The most satisfying aspect of this project for me has not come yet. That will be when I can take my family to the movie theater and be proud that I was a part of something that we were able to share with the world. And perhaps make the world a slightly happier place." -- Robert Stromberg, production designer

Production on "Oz The Great and Powerful" took place entirely on site at Raleigh Michigan Studios, the 675,000 square foot soundstage facility in Pontiac, Michigan, about 30 miles northwest of downtown Detroit, which once housed General Motors' Centerpoint business campus and truck designing plant.

Raimi mounted the entire production on the facility's seven soundstages (the very first project ever to shoot there). "Oz The Great and Powerful" began production on July 21, 2011, and concluded filming in Michigan on December 19, 2011.

With "Oz The Great and Powerful," director Sam Raimi tackled the biggest directorial project of his career. "This picture is gigantic in scale. The world of Oz as L. Frank Baum created it has many different counties and lands and seas and impassable deserts," explains Raimi. "It's an entire world that Baum depicts, therefore the film had to be done on a tremendous scale. As large as the 'Spider-Man' films were, that was a fantastic character in a city we knew, Manhattan. It wasn't a created world. That's what Baum has done in his books. He's created this entire world of Oz."

To help bring the enchanting Land of Oz to life, Raimi assembled his own band of technical wizards and movie magicians, including award-winning cinematographer Peter Deming, ASC ("Drag Me to Hell," "Mulholland Dr.," "Evil Dead II"), two-time Academy Award®--winning production designer Robert Stromberg ("Alice in Wonderland," "Avatar"), Oscar®-winning film editor Bob Murawski ("The Hurt Locker," the "Spider-Man" trilogy), costume designers Gary Jones ("Spider-Man 2," "The Talented Mr. Ripley," for which he was Oscar-nominated) and Michael Kutsche ("Thor," "Alice in Wonderland"), four-time Oscar-nominated composer Danny Elfman ("Spider-Man," "Spider-Man 2," "A Simple Plan," "Milk"), visual effects Oscar winner Scott Stokdyk ("Spider-Man" trilogy) and special effects makeup artists Greg Nicotero ("Seven Psychopaths," "The Grey"), who has garnered five Primetime Emmys®, and Academy Award winner Howard Berger ("The Chronicles of Narnia" series), both of whom created the looks of several of the unique denizens of Oz.

Academy Award®--winning production designer Robert Stromberg spearheaded Raimi's vision for the film. Stromberg created such sets as the famed Yellow Brick Road and Emerald City, all freshly designed and imagined, along with such highly anticipated new designs as the witch's Throne Room, the Whimsie Woods (where Oz meets Theodora), the Dark Forest, which introduces Glinda the Good Witch in the story, and China Town, whose inhabitants are made entirely of porcelain. In all, Stromberg designed and oversaw the building of approximately 30 sets.

Before Raimi actually strolled on Stromberg's depiction of the Yellow Brick Road, or set foot inside his embodiment of Emerald City, the two discussed whether the project should be filmed in a virtual environment (like Stromberg did on both "Avatar" and "Alice in Wonderland") or on practical stage sets.

"Many other projects that I have done have been much more virtual," Stromberg admits. "I think in this particular case, there was a solid reason why I pitched to Disney and Sam Raimi that we should build sets on soundstages. I saw this film as having almost a theatrical stage quality. If we were to just go out and build a Yellow Brick Road on a hillside in Ireland for instance, it wouldn't have the same feeling that we have when we think of the fantastical Land of Oz...it would be too real."

Raimi echoes Stromberg's comments by adding, "It was important for me to have sets for the actors to perform upon. I really wanted them to have something to touch and something to see that was real. I didn't mind if they had to imagine the world outside the window, but I wanted to be in a real place as much as possible because I thought that it would ground the performances. And I think Robert Stromberg, from his point of view, wanted as much of a set as possible too because in that way we could maintain control over the look of the picture. The 700 CGI artists who work in post-production can see the texture of the brick and how the sunlight is dappled upon some fallen leaves. The template has been set for them. Their job is to continue that world and that established look."

This effort was not lost on the actors. "It was thrilling to be on set because the magical world was no longer just in our heads," actress Michelle Williams (Glinda) notes about the advantage of working in a practical environment to bring not only Raimi's story to life, but the cast's individual characters as well.

"With the Yellow Brick Road and Glinda's castle in front of my eyes, I didn't have to imagine my surroundings. Sam and Robert really made the actors feel at home in the sets they built for us to work on," concludes Williams.

The first set on which Raimi mounted his cameras was the Kansas carnival. The shabby, sepia-toned tent city stood indoors on Stage 1. Stromberg "always dreamed of someday creating a circus set. I wanted it to be a little off-kilter. It's not your standard Ringling Bros. Circus. It's more of a low-budget traveling circus where things are aged and worn. But, it has a character to it that I was very happy about because it reflects Oz's persona in many ways. It offers a great contrast between Kansas and Oz. All the circus detail was really fun to design. Of course, the entire set was surrounded by blue screen, where we added the Kansas landscape."

Stromberg created an environment that both complemented and defined the circus magician, saying, "If you want to get to the meat of who Oz really is, it would be the interior of his traveling circus wagon. There we see that he's sort of set up his world to be kind of a charlatan. We see that besides being a magician he is also an inventor and tinkerer. So, that's part of his aspirations.

"He strives to be a great performer, but also has a bit of an inventor in him," Stromberg adds about the circus magician. "He wants to invent contraptions in the vein of great inventors. He has this strong work ethic, but he feels he can't really accomplish his goals if he gets tied down in Kansas.

"We see certain posters and books on the wall," the designer continues, "that tell us that he has bigger dreams than this. So, if you cut to the heart of Oz's personality, it's definitely shown in the circus wagon. Over the course of our movie, we show that he goes from a selfish man to a selfless man."

Once Oscar arrives in the Land of Oz, Stromberg gets to marry Baum's fantasy world with Disney iconography. "I was a huge fan of the classic Disney films as a child," the former matte artist relates about his inspiration for the look of the film, "from 'Sleeping Beauty' to 'Bambi' to 'Pinocchio.'

"When I was a kid, I had a huge book on Disney and I used to draw every picture in that book," the designer recalls fondly. "Here, I had the opportunity to design the Land of Oz under the Disney banner by taking the classic Disney approach and making it photo real with today's wonderful visual effects techniques."

For the witches' worlds in the Land of Oz, Stromberg designed the sets to reflect the personality of each witch character. In comparing the worlds of the archenemies Evanora and Glinda, the production designer "decided early on that I wanted Emerald City to be a very masculine place, very strong, with hard lines. For Glinda's world, I wanted a much more curvy, feminine quality. So, I infused Art Nouveau into the castle motif that defines Glinda, and Art Deco for Evanora's Emerald City."

Becoming more specific, Stromberg elaborates, "The Throne Room in the Emerald City Palace is where Oz meets Evanora for the first time. In this set, I wanted a large cascading stairway, something you might see in a film from the 1930s or 1940s. I wanted this to be a real Hollywood moment when Evanora, who is played by Rachel Weisz, comes down the stairway in a beautiful, long dress."

For the other two witches, Stromberg says, "We meet Theodora in a lush, beautiful environment that is filled with flowers. We meet Glinda in the exact opposite, a dark, very scary cemetery. I just really love the contrast between those two characters and environments. We see those characters switch environments in the movie and I think that's just a subtle thing but it's actually a playful thing plus an arc that the audience can benefit from."

In evoking the classic Disney look for Glinda's castle courtyard set (a massive build that consumed almost the entire 30,000 square foot volume of the studio's Stage 3), "I came up with a mixture of traditional castle meets Art Nouveau," Stromberg explains. "With the addition of the decorative greens, it sort of became the Gardens of Babylon with a classic Disney look to it."

Stromberg's Castle Courtyard did include the Yellow Brick Road, circling out across the courtyard and on through the castle's main gate. Considering all of Stromberg's handsome designs, this one drew the most interest from anyone who visited the set during the five-month shoot. The film's head greensman, veteran Dan Gillooly ("Big Fish," "Alice in Wonderland") iced the cake of this set piece with the addition of rolling hills of grass and flora.

Noting that Glinda travels in a bubble, Stromberg blended that visual element into the castle design where she resides (in Quadling Country) in the story. Working closely with his paint foreman, veteran Tom Brown (another "Alice in Wonderland" alumnus), the designer states that, "the surfaces of her castle will look like typical castle walls, but we added a certain sheen, an iridescent, bubblelike quality to it, a rainbow pattern if you will, that you can see when the light hits the walls just right."

Stromberg also infused the Disney motif in another spectacular set design, "what we called the Whimsie Woods. Sam directed a scene on this set where Theodora and Oz fall in love around a campfire, enhanced by a waltz they share set to the tune of the music box that Oz uses to charm women.

"Part of the reason we built this on an indoor stage was to make it more storybook than anything we could find in an exterior location somewhere," Stromberg underscores. "Part of our discussion early on was to avoid going to a location because it wouldn't have the right artifice. This story and film should have a bit more of a theatrical feel to it in the lighting and the way it's built.

"Like I said before, I'm a big fan of some of the early Disney films," the designer reiterates. "I love 'Snow White,' so I took some of the trees from that film and brought those to life in the Whimsie Woods set.

"Each one of the trees was hand-carved out of foam and layers of plaster," he describes. "We had craftsmen, sculptors really, who started with huge blocks of foam. They sculpted them just like you would clay. The trees were the first things to go into this set so that we could get the spacing correct. So, these big, artificial trees, though lifelike, are also very storybook."

Some of Stromberg's other eye-catching set designs include Evanora's Bridge to Resplendence (Stage 5, where Evanora tempts the foolhardy Oscar with gold and jewels in a backdrop that will equate to the size of a football field, per Raimi, once enhanced with CGI); the interiors of Glinda's castle (Stage 6, a handsome library and bedroom where Glinda finally shows Oz the man he can become); the Tinkers' workshop (Stage 5, where Oz meets with the Tinkers to devise his plans); and China Town, which Stromberg's crew erected on Stage 1 and included the teapot where Oz finds the broken China Girl and a massive cup-and-saucer "house" (all framed against an enveloping blue screen curtain on which animators created the horizon of the shattered porcelain village).

The modest Stromberg states that "as far as transforming a character and creating a performance, I think sets are very valuable. I like to look at the sets as akin to what the actor is wearing. To me, that's very important in dictating what the mood should be and how comfortable an actor can feel in an environment that perhaps makes his or her performance better."

"We had Emerald City, Glinda's castle, Whimsie Woods and the Yellow Brick Road," enthuses actress Kunis about the variety of imaginative sets on which the cast got to play every day. "Just skipping on the Yellow Brick Road was weird and unbelievable. But, no weirder than being surrounded by a flying monkey and oversized flowers and men that are 8 feet tall. I would say it was weird, but when you put it all together, it was a normal workday for us."

Props & Stunts

Before Michelle Williams could fully embody the good witch Glinda, she needed one more element to complete her transformation--the Good Witch's magic wand, which fell to the film's veteran prop master, Russell Bobbitt (the "Iron Man" trilogy).

The wand was one of dozens of key props manufactured by Bobbitt for the film's characters. His treasure chest included 5000 gold coins, which Evanora uses to lure Oscar into her lair ("We made 5000 pieces, which included the Yellow Brick Road on one side, and an image of L. Frank Baum on the other," per Bobbitt); Oscar's music box, used to charm his female conquests; and a trio of magical jewels, one each for the three witches in the story.

"The three witches have different magical powers," actress Weisz explains about the key props each character uses in the story to bring forth their magic. "My magic power is lightning that comes from my fingertips. All of which emanates from an amulet around my neck. Glinda has a magic wand from which she can manipulate water. And, Theodora can create fire from her magic ring."

Bobbitt provided one more key prop, without which the witch wouldn't be a witch. That being the broom, which "we find in Glinda's world, where it's clean and pure," Bobbitt relates. "Once the Wicked Witch gets a hold of it, she brings her powers into the broom, and it morphs itself into a dark, twisted broom."

"I fly and I float," says actress Kunis about her stunt work in the film, much of which takes place on the broom. "Like as high as our stages are (45 feet). I buzz people and sometimes go through crowds. What you see in the movie, I did all of it. It was pretty insane. But, I did it all myself."

Kunis spent countless hours on days off with stunt coordinator Scott Rogers, who reunited with Raimi after designing the computerized cable rigs that allowed actor Tobey Maguire to soar as Spider-Man in the second and third installments of the filmmaker's popular trilogy.

"She's really tough," observes Rogers about Kunis' fearless approach to the required stunt work (all of which she did herself without the safety net of a professional double). "I don't think we actually could fly her fast enough. Everything we did, she's like 'let's go faster!' She really enjoyed it and was a pleasure to work with. I'm trying to think of the right word to describe Mila. You know, just 'game.' She was game for whatever we did. And that instantly made our job easier."

With all four main cast members, "We first had to see if they were willing to leave the ground," Rogers admits. "You know, a lot of people can be adverse to being very high in the air. We were real fortunate that everybody from James to Mila to Michelle to Rachel were all okay with us taking them 30 feet in the air."

To perfect his high-wire act, so-to-speak, Rogers says that "we developed an apparatus that would allow us to lift Mila, to pick up one end of the broom, or to let it out so she could pick it up, put it under her, and take off, then rotate and fly around in a 3D space. These were technologies and theories that had all been built upon since 'Spider-Man 2.'"

"The apparatus is called a foy," he continues in further clarifying a trick of his trade. "This foy system has been part of filmmaking and live stage shows for probably decades. Now, this system we used has never existed before, as far as I know. To be able to fly somebody in a 3D space back-and-forth, up-and-down, side-to-side. Also, to puppeteer the lead actress, allowing her to get on-and-off a broom all in one open shot. It was quite an accomplishment, of which I'm very proud."

Working in 3d

"When I came on the film, the first draft of the screenplay already existed and I heard that producer Joe Roth and the Walt Disney Studios wanted to make the film in 3D," Sam Raimi explains about his very first foray in the digital 3D realm. "I thought it was a good idea. I think that for this project, the fact that it introduces the audience to Baum's fantastical world and can give them a sense of dimensionality, a sense of space, is very exciting."

Not only did the project mark Raimi's first in digital 3D, but also that for his cinematographer, another longtime ally, Peter Deming ("Drag Me to Hell," "Evil Dead II"), who remarks that "3D is definitely a different animal. You're working at different light levels. Your choice of lenses is much different than for a 2D film. You're always looking for new ways to cover your scenes or maximize the 3D in the blocking and the staging, as opposed to a 2D movie.

"In taking on the project, Sam was faced with two new ventures, 3D and digital," Deming continues. "We talked a lot about that, about what cameras to use, about shooting in 2D and converting in post-production, a practice called dimensionalization. Shooting on film and converting to digital. We probably spent a month prepping and shooting tests in Los Angeles on two different 3D systems, two different cameras, and film. And then posting all that through 2D or 3D imaging and comparing them all.

"The camera we ultimately settled on was the Red Epic because in 3D, much like your eyesight, you need two images to make a three-dimensional fact," the veteran cinematographer explains about the 3D camera process. "Our eyes are fairly close together and there's no way to get two cameras that close together. So, you end up with a 50 percent mirror and you have one camera conventional and one on top so they're looking through the same mirror at the same subject.

"Yet, the center of each image is only about an inch apart, and you can vary that distance between the center to create various 3D effects. So, it ends up being quite a large structure compared to a normal motion picture camera. We obviously wanted the highest quality camera, but as compact as we could get without giving up quality. And that's what the Epic gave us," the camera veteran concludes.

"Our story begins in Kansas in the year 1905. It's presented in black and white. The 3D is dialed down. The soundtrack will be mono. When we get to the Land of Oz, the screen opens up to a widescreen format," Raimi explains about the opening 18 minutes of the film. "We'll transition from mono into the full 7.1 sound, bring the choir up on the track, go to full color and dial up the 3D. And I hope that together these effects will be a powerful experience for the audience."

"And, while we shot the entire film in 3D, we shot it at a very shallow depth for these opening scenes," Deming adds. "When we get to Oz, we transition from black and white to color. We also go from 1:66 to 2:40 widescreen and we expand the 3D."

CGI Characters: Finley and China Girl

When it came time to film the scenes between Oz and the CGI character Finley, "Sam and Scott Stokdyk, the head of visual effects, came up with a new way of having CG characters interact with the actors," Braff explains. "There are a couple of different ways we did it. One way was that I wore a blue screen leotard and I operated a Finley puppet. The puppet was the exact size as Finley and looked exactly like he will in the finished film. Obviously, the puppet is removed (in post) and replaced with a computer-generated character. That helped the actors a great deal."

During pre-production, special effects makeup artist Howard Berger was tasked with creating a workable Finley. Berger explains, "Since it was already established that Finley, the comical sidekick, would be generated as a visual effect, we still needed to create a reference for the cast, James especially.

"I wanted to build the stand-in reference to be more of a puppet," Berger continues about the approach he sought to best assist the actors on the live set. "When I heard Zach Braff was doing the voice of Finley, I knew he's a really animated actor and likes to get involved, so I wanted to up the ante and make it like a ventriloquist dummy."

"That was just one aspect of how we brought Finley to life on the set," Braff says. "The other method we called 'puppet video.' I went into a video booth with a camera focused just on my face. On set, the actors could see a monitor and image of me in the booth. They had a tiny earpiece so they could hear me, and that way, my performance was captured because the animators later created the monkey's expressions off of what I did with my facial gestures. From the combination of these different techniques, the animation directors were able to gather this information and animate Finley to match it."

"To bring Zach's performance to life, we relied on a whole assortment of techniques," VFX supervisor Scott Stokdyk relates. "I brought in some new and interesting technology. We could have simply taken the motion performance of the actor, Zach in this case, and translate that directly into the monkey's movement. Because we had a sense of Finley being a magical creature, a lot of the performance had to come from the monkey's ears and tail. Plus, it's a flying monkey as well. So, it's not like we could take Zach, equip him with a set of wings, and throw him off a 6-foot platform."

Director Raimi wanted to get the best possible performances between the on-set actors and the virtual characters (Braff as the CGI monkey and teen actress Joey King as the other key CGI character, China Girl), "Sam, in early discussions, was very concerned with really getting the feel of two actors working together," Stokdyk says. "Traditionally, for heavily CGI movies with animated characters, you'll shoot a bunch of empty plates with the actor playing and reacting to a tennis ball on a stick.

"Several months later, you'll go back in a recording session and the actor will record all the dialogue and ADR it," the VFX veteran continues about the normal process used to marry real and virtual characters in the final product. "At the start of this project, Sam was very concerned about getting good performances. What we chose to do early on was have the actors on set or in proximity. If you've got an actor playing a 3-foot-tall monkey, you can basically put the actor in place, paint them out and replace them with a CG monkey.

"We realized we also had an 18-inch porcelain doll [China Girl], and, at that size, it was hard to get the actor down to that eye line," Stokdyk goes on to say. "That, combined with a 3-foot tall flying monkey, caused us to come up with a new idea--have the actors in a performance booth, which we dubbed the 'puppet-cam booth'. A soundproof booth in a trailer right outside the working stage, wired with video and audio into the set.

"On set was a representation of the actor in the booth via a fixed monitor on a (pole)," he further explains about the groundbreaking process devised to help maximize the actors' performance on the working set. "And, the heart of the puppet-cam system was a puppeteer (KNB's Dave Wogh) holding a 10-foot rod with a monitor attached on the end. The puppeteer would place this puppet-cam monitor out in the correct eye line for the actor, to which they could then interact and perform.

"What the actor on set saw was a picture of the (voice) actor in the booth," Stokdyk continues, "in realtime. Conversely, the actor in the booth sees the actor on set through the camera attached to that monitor. So, it's almost in a way like a virtual videoconference, but it's realtime, which is important for the timing of the performance. And, the actors could then feel like they were actually talking to each other even though the actor can't be 18 inches or flying up 10 feet in the air. They could still have that intimacy."

The same technique applied to those scenes showcasing the 18-inch porcelain character, China Girl, voiced by teen actress Joey King ("Ramona and Beezus"), who describes her role by saying, "I play China Girl, who's in the Baum book. In the beginning of the story, my character loses her family. Her parents have died because the Wicked Witch came into her village and destroyed the town. So, Oz comes around and picks her up along the way. At the end of the movie, he kind of becomes her adopted father."

China Girl's journey from design to execution began when Raimi commissioned production designer Stromberg (working from costume designer Michael Kutsche's concept illustration) to build a life-size (18-inch) puppet to manipulate on the set opposite his live cast (Franco in particular) to maximize the performance. In response, Greg Nictoero and Howard Berger's crew at KNB built an immovable porcelain doll for reference that, in turn, served as a prototype for a working marionette to animate alongside Franco "live" before the cameras.

The marionette was built by the legendary puppeteer, Philip Huber, renowned the world over for his work in puppetry both onstage and in film, notably Spike Jonze's 1999 classic, "Being John Malkovich," on which he served as technical advisor and actor John Cusack's puppeteering double.

"Sam was interested in having China Girl be a marionette so that she could perform realtime with the actors on camera," Huber explains about his on-set role on the project. "That way, the cast would have something to react to. And Sam wanted the marionette to establish the personality and the body language, so to speak, of China Girl. I first did a screen test with him, taking with me one of my own marionettes, which happened to be a little girl just this size. I played out some scenes for him and he liked what he saw."

With the master puppeteer onboard, "We then had to develop the China Girl marionette from the designs that were already established," Huber states. "And that was challenging because there are certain qualities about China Girl that are difficult to translate into a marionette. For instance, she has a very large head with solid hair because she's porcelain. Usually solid hair means that the head will be top-heavy, which made it difficult to get her head to actually move."

During his own design process (taking him 400 working hours, or ten 40-hour weeks, to construct the marionette), Huber solved his dilemma by having a removable head, which eased the cumbersome weight issue atop the marionette, allowing him to manipulate China Girl much easier. Once done, he then built a second duplicate puppet for backup, in case damage occurred to the first.

"China Girl contains 21 strings," he points out, comparing this unique design to the average marionette, which, he says, usually has just six. "I had to increase that because of the specialty movements needed for this character," Huber continues. "I tried to do the thinnest strings possible so they wouldn't be obtrusive on film. Because of that, they're quite fragile."

Joey King, who worked in the puppet-cam booth to bring the character's voice to life, "giggled every time China Girl would do some special movement," Huber relates with fondness. "I strung her to do some very specific moves, and when she did them, and people saw it, they were charmed by it."

"Philip, the puppeteer for China Girl, was just amazing at how he did it," enthuses King. "Between takes, when we were just standing around, he would continue making her move all the time. She had a string that he pulled that made her blink. So cool. Philip was really amazing and made it look like she's a real person. Sometimes I believed that she was a real person. He's really good at impersonating people through his puppets."

When Huber worked the puppet before the cameras (always wrapped in a blue screen leotard so the VFX folks could erase him in post-production), King explains, "In the puppet booth, I did the motions with China Girl when we're doing the scene. Like I am her. Kind of like motion capture. They filmed my face so they could later CG my face onto China Girl. This is unlike anything I've ever done before."

The experience was also a first for Huber, who echoes his young collaborator by adding, "I've never seen this practice where they used a marionette to develop a character that will actually be computer generated. They created the performance with a combination of what I did along with Joey's acting, which connected a human to the character and gave China Girl her heart and soul. In post, the CG people will fill it all out and perfect it. They can get all the little detailed movements that I missed. It will be unique and I'm excited to see what the finished product will be like."

In combining Huber's puppeteering work with King's performance, captured in the puppet booth on videotape, Stokdyk's crew "then took the best bits of each of those different performances and brought them together to make something that's hopefully bigger than the sum of the parts."

The Costumes

"The costumes are very fantastical and very heightened. It's complete transformation; it's just high-concept, high-fantasy. It's really fun." -- Rachel Weisz (Evanora)

Costume designers Gary Jones and Michael Kutsche had their jobs cut out for them, as there were hundreds of original costumes to design for every type of fantasy character in the Land of Oz. A trip to the wardrobe room reveals a vast space filled with rack upon rack of clothes and shelves of handmade hats and other accessories.

In all, Jones and Kutsche designed, created and assembled nearly 2,000 costumes for "Oz The Great and Powerful." Working on all sorts of characters from Witches to Munchkins to Quadlings and Tinkers, the two costume designers came up with special looks for all the fascinating and unique inhabitants of the Land of Oz.

But industry veteran Gary Jones is not a stranger to the costume demands of big films. He reunited with director Sam Raimi for "Oz The Great and Powerful," after having designed the wardrobe for Raimi's "Spider-Man 2." In addition to his continuing association with Raimi, Jones has enjoyed collaborations with such distinguished filmmakers as Garry Marshall (seven films, including "Valentine's Day" "New Year's Eve," "The Other Sister," "The Princess Diaries," "The Princess Diaries 2: Royal Engagement," "Raising Helen" and "Georgia Rule"), Brian De Palma ("Dressed to Kill"), Louis Malle ("Vanya on 42nd Street"), Sidney Lumet ("Guilty As Sin," "A Stranger Among Us"), Peter Weir ("The Mosquito Coast") and Alan J. Pakula ("Consenting Adults").

Costume and character designer Michael Kutsche is an award-winning German artist who works both in traditional and digital media. Kutsche's unique approach to imaginative character creation led him to become a character designer for Tim Burton's "Alice in Wonderland," his first movie experience. Kutsche has since designed characters for Disney's "John Carter," directed by Andrew Stanton and "Thor," directed by Kenneth Branagh.

Director Sam Raimi discovered Kutsche's outstanding costume design skills while he was originating characters for the film. Kutsche's extraordinary talent and approach to the film's wardrobe led to his additional collaboration as one of the project's two costume designers.

"Michael's drawings depicted characters in their costumes playing a moment from the picture, and they were fantastic," praises director Sam Raimi. "Right off the bat, he had a vision for the picture that fit in with Robert's environment. Like Robert, he's a visionary and his characters really sprang to life out of those drawings."

Before Kutsche put pen to paper (or paint to canvas, or cursor to computer screen, his chosen practice) in sketching the inhabitants of the Land of Oz, he turned not only to Baum's novels (which contained crude pen-and-ink drawings to illustrate the author's stories), but to Stromberg's overall designs for the world of Oz for his inspiration.

Kutsche tasked himself with reflecting the environment of the characters in the costumes he designed. "I think that the most important thing for me was that the costumes weren't just floating over, but actually part of this world," comments Kutsche. "Rob's [Stromberg] drawings and the drawings from the Art Department really were a great starting point because they already had put some very distinct language into them."

Kutsche began his process by drawing "a couple of pages of little pencil sketches," reflecting how he perceived the character to look, given his or her environment, personality and social status. Once he locked in the particular shape and design, Kutsche created an inked version of the sketch, which he scanned into his computer. Once it was living in his computer, Kutsche could colorize the sketch and create material and intricate costume detailing.

Gary Jones and Kutsche had several discussions about the costume drawings and what materials the costumes could ultimately be made of. Kutsche had very clear ideas about how he wanted to portray the characters and what specificity there would be to their costumes. It was up to Jones to flesh these ideas out literally and figuratively. About the process, Jones says, "In many cases, Michael's drawings did dictate what the feeling needed to be, but we had to go on a real search to find the right element and the way to do it. That was a great adventure.

"We eventually printed fabrics, beaded fabrics and manipulated fabrics to make the costumes individual and different. Although many of the things are not literally different, they appear to be. So, that's kind of exciting," he concludes.

Outfitting Oscar Diggs aka Oz

Costume designer Gary Jones worked closely with both director Sam Raimi and actor James Franco to conceive the look of Oscar Diggs aka Oz, saying, "In preparing Oz's clothes, Sam had a very clear idea what he wanted. I had met with James as well, and we were all heading in the same direction, which was terrific."

Jones' research for Franco's tailoring took him on a journey that had nostalgic meaning for the veteran costumer, who has a history with Ringling Bros. and Barnum & Bailey. "Our story begins in a circus, which is the most period-accurate part of the film," the longtime designer says. "We researched everything from the largest circus to the poorest, most downtrodden carnival entertainers, from the turn of the century to the Dust Bowl. We covered the period between 1880-1930 in our research. Having worked with the Ringling Bros. circus was an added joy because I loved that experience. So, to have another moment with a circus was really terrific for me."

With inspiration and some vintage photos in hand, Jones met actor James Franco in a SoHo coffee shop in New York, where he shared the photos he had brought from the turn of the century. Some were of Alexander Graham Bell, some of the Wright Brothers--all people that L. Frank Baum had admired.

"Those were things that we started with and that's how we got to Oz's final wardrobe design--a black cutaway suit from the turn of the century, which I am very proud to have designed," Jones concludes.

Franco, commenting on his costume, says, "I only have one look in this film, a three-piece suit that Oz wears in Kansas. I think it's safe to say that that was my favorite outfit in the film! Knowing that people dressed really well in the old days, I enjoyed wearing that three-piece suit quite a bit."

The Witches' Wardrobes

There are three very distinct witches in the film, Evanora, Theodora and Glinda, who had to be costumed to reflect not only their personalities but their surroundings as well. Jones and Kutsche's designs for the three witches were carefully worked out, using concept illustrations as a preliminary guide before designing the costumes and choosing the fabrics.

In creating the look of the sisters Evanora and Theodora, Kutsche says, "I could make a fresh start with the characters by looking at Rob's [Stromberg] work and how he imagined the world of Oz. I used this to inform the costumes because there was a certain logic to his designs that I wanted to reflect in my illustrations.

"For Evanora, the ruler of Emerald City, the starting point was looking at the architecture of the city," Kutsche says. "I really wanted her to not just be some person in this place, but to actually be this place. The shape and color of her wardrobe actually reflect the architecture and feel of Emerald City, which was Art Deco inspired. So, by resembling and reflecting that, I could make her more of a mighty being that stands out against all the other citizens, and the other witches as well."

Commenting on the costume for her character Evanora, Rachel Weisz says, "I wear a green dress pretty much all the time. It's very glittery with a lot of feathers and slightly militaristic, because I'm sort of the military leader of Emerald City, as well.

"The costumes are very fantastical and very heightened. It's complete transformation; it's just high-concept, high-fantasy. It's really fun," Weisz adds.

Once Kutsche had sculpted the characters' looks in a two-dimensional sketch, costumer Jones began his process of bringing the illustrations to life with the chosen fabrics. "With Evanora, we took a little detour towards the Duchess of Windsor for a moment, and then came back to Michael's drawings because of the iconic silhouette that you need to balance the sets and scenery," comments Jones.

In defining the pair of opposing enchantresses (Evanora and Glinda) through wardrobe design, costumer Jones describes his approach: "The witches are very clearly light and dark to contrast good and evil. We used a mercury green color, all having to do with Robert's Emerald City design, to portray Evanora. Glinda, of course, is basically a white, pristine kind of girl in the story, and we created three different white dresses or gowns for Michelle's [Williams] character.

"In the circus part of the movie, she is (Oscar's) girlfriend who is sort of pushed aside," Jones explains about Williams' role in the opening scenes of the film. "So, we started with an old-fashioned blue calico dress. Then when we see her as Glinda the queen, Michelle knew exactly where she wanted to go with her look, and it was great."

Michelle Williams liked the transitions that Glinda's costuming took during the course of the story. She says, "When we first meet Glinda, she's more demure, cloaked in these very delicate fabrics. Then, as the battle dawns, she has a wardrobe change and appropriately suits up in something that is tougher, like fairy-princess armor."

When we first meet Evanora's little sister, the bewitchingly beautiful and vulnerable Theodora, she is wearing a Victorian-styled riding outfit, with a large-brimmed red velvet hat that Kutsche devised when he sat down to give life to the character in his concept sketch.

"Theodora in her riding outfit is how we first meet her in the film," Kutsche says. "There was a little inscription in the script about her wearing pants and having a white blouse. Other than that, I could work freely on the character's look.

"It's in a fantasy world while still being a period piece in a way," the illustrator/designer offers. "So, I looked at fashion around 1900 when they had some pretty crazy hats. Theodora's look is almost like a patchwork of different periods that makes it look like no distinct period. And that's what I guess gives it this slightly fantastical feel."

Comparing the sister witches Evanora and Theodora, costume designer Jones states that "one of the first times that the characters appeared together, you realize that they do have similarities in the cut of their clothes, but not at all in the feeling of the clothes. They're two completely different worlds. Mila's Theodora is a little more on the sporty, physical side, while Rachel's costumes for Evanora are a little more of a reigning empress.

"Theodora has three costume changes," Jones states. "The first one is the riding costume which is when we first meet her. In my opinion, it's a beautiful costume, beautifully structured with a hint of contemporary pizzazz. A big, handsome velvet riding hat, a red coat, black riding breeches and a white blouse. All very beautiful with a sense of the pastoral fun of the eighteenth century one might find in a Fragonard painting."

"The character goes through transformations with her costumes," Mila Kunis remarks. "When you meet her, she's very demure, very quiet, very sweet. She falls in love with Oscar and when you next see her, she's in this big, beautiful ball gown."

Dressing the Denizens of Oz

In addition to the principal cast, Jones and his staff of 60 costumers, seamstresses, textile artists, dyers and agers also created the clothes for all the diverse inhabitants of Oz, such as Quadlings, Munchkins, Tinkers, Emerald City citizens and Winkies.

In devising the shape and color palette to best reflect and define these assorted Ozians (most of whom were extras with no dialogue), Gary Jones chose to characterize the mood of these divergent groups through their clothing. Before putting thread to needle or dye to fabric, the Oscar®-nominated designer and his key collaborators (assistant designers Jessica Peel-Scott and Gali Noy and wardrobe supervisor John Casey) spent hours researching fashion trends from various periods. As Jones explains, "We needed to create the world that these characters live in, much as Robert Stromberg did with his sets.

"While our research was concentrated on the turn of the twentieth century," Jones relates, "our costume designs came from both that historical point of view while reflecting a more contemporary style, a fashion point of view having to do with what our eye sees today, in 2013, as fashionable and attractive.

"In Glinda's world, that of the Quadlings and Munchkins, these are the happy people of Oz," Jones states in describing the mood of the inhabitants and how that guided his choice of wardrobe colors. "They're butchers, bakers, and the like, who toil in the normal ways of life. A rather happy, simple group of folks, who we defined with bright colors and pretty clothes. To contrast that, in Emerald City, we're faced with people who are doing work under duress, under the thumb of the wicked Evanora.

"Therefore they are a little more repressed, more buttoned up," he continues. "So, we made their clothes in strong, jewel-tone colors [rich reds and greens and blues] but in a very formal and stylized way. Of course, with a little hint of extra green because of Emerald City. And the more ominous blacks and grays as well to portray that repressed mood. They have some of the same shapes that the people who live in Glinda's world do, but they're more conservative in every way. The people who live in Glinda's world are all in pale pastels, earth tones, cream colors. Even their shoes and hats."

As for the Winkies, "They are the guards at the palace in Emerald City," Jones describes. "They work for Evanora, one of the evil people in our movie. Their military-styled costumes were inspired by Russian and Prussian uniforms.

"All the Winkie outfits were made for people who are 6-foot-9 or taller," Jones adds. "So, we had an army of 50 people who were around 7 feet tall. And, if 7 feet tall was not enough, Sam wanted us to enhance these soldiers by adding approximately another 18 to 20 inches in height with feathered hats. They're also Prussian in feeling and were made from felt, wool and black, iridescent feathers."

Make-up and Hair

"The characters in 'Oz The Great and Powerful' are fantasy characters, but they're reality-based to some degree. We wanted to make them feel alive and real." -- Howard Berger, SFX makeup artist

Over 100 characters in "Oz The Great and Powerful" required prosthetic enhancement, so SFX makeup artists Greg Nicotero and Howard Berger were involved in the design and execution of all the specialty characters needed for the film, including the witches, China Girl, Munchkins, Winkies and Tinkers.

Academy Award® winner Berger talks about the team's approach to the process: "We had to take the concepts from the book and re-envision them to fit into the world that Sam Raimi was turning into a whole new universe, which needed to be fresh and different, yet familiar."

Berger's crew on Raimi's film, almost three dozen, was a "who's who" of award-winning Hollywood veterans including several Oscar® winners and nominees like Steve LaPorte ("Beetlejuice"), Kevin Haney ("Driving Miss Daisy"), Stefan Dupuis (Cronenberg's "The Fly"), Gregory Funk ("The Way Back," "The X-Files"), Ken Diaz ("Mi Familia," "Dad") and Mike Mills ("Star Trek VI: The Undiscovered Country").

His staff also included a number of Primetime Emmy® winners and nominees such as Peter Montagna ("Saturday Night Live"), Garrett Immel ("The Walking Dead"), Craig Reardon ("The X-Files"), Jamie Kelman ("House, M.D.," "Buffy the Vampire Slayer"), Greg Nelson ("Dad," "Star Trek: Voyager"), Steve Prouty ("Castle," "Earth 2") and BAFTA nominee Toni G (Burton's "Planet of the Apes," "How the Grinch Stole Christmas").

Over the course of the five-month shoot, Berger estimates he and his staff applied over 2500 character makeups, saying, "When you have 40 Munchkins, 30 Winkies and 30 Tinkers playing every single day, it adds up mighty quickly. All those characters are in prosthetic makeups, foam rubber or silicone makeups, which meant cheeks, noses, ears and brow sections for the Munchkins," Berger concludes.

"Stephen R. Hart, an actor from Canada, has a very specific look and voice," Berger notes about how this 6 foot 9 inch performer inspired his designs for the Winkies. "When Sam cast him, I immediately knew we should make the other Winkies feel genetically linked to him. So, we sculpted all the makeups, the prosthetics, to look like Stephen. With all due respect, he just has this ominous face. A very cool, very scary, threatening look. Of course, he's a super nice guy with the deepest voice I've ever heard."

For the Munchkins, Berger liked the fact that the production's extras casting directors chose "a racial mix...the Tinkers as well. We had African-Americans, Asians, Hispanics and Caucasians, which was nice. A very colorful community, which gave us a lot of different faces and complexions to work with."

In tackling the Munchkin makeup, Berger "wanted them to be realistic. They're not comical. They don't have big, goofy teeth or giant ears. They feel earthly and fit within the world of Oz. Their makeup also had to mesh with the fanciful costume designs that Gary Jones came up with."

"The Munchkins and Tinkers were all part of Howard's team," states Berger colleague and makeup department head Vivian Baker, whose own staff, like Berger's, exceeded three dozen Hollywood artists and included such award-winning veterans as Primetime Emmy® winners Steven E. Anderson ("Pushing Daisies") and Kunis' personal makeup artist, Tracey Levy (1997's "The Shining" miniseries), two-time BAFTA nominee Judy Chin ("Frida," "Black Swan,") who supervised actress Weisz's makeup), and Franco's personal makeup artist and hair stylist, Nana Fischer ("Sweeney Todd: The Demon Barber of Fleet Street," "The King's Speech").

Baker supervised the makeup (with two-time Oscar® winner Yolanda Toussieng handling the hairstyles and wigs) on those folks who played Glinda's Quadlings, Evanora's Emerald City residents and the characters who appear in the film's opening sequence in the Kansas carnival.

Baker and Toussieng used no prosthetics for these characters, instead designing and manufacturing "the facial hair for every individual, hundreds of extras, designing it down to the letter," per Baker. "We spent at least an hour on each and every extra in fitting them and making eyelashes, beards and mustaches for them. It was quite a task and I had an amazing team to do that. We made over 500 sets of lashes for the women in Quadling Land."

To maintain the personality differences between the people under Evanora's rule in the Emerald City and those ruled by Glinda in Quadling Country, Baker explains, "The Quadling women had eyelashes that kept their eyes open, giving them this happy, rosy look. The men had a similar look portrayed in their facial hair, which was always in an upward style and very fun. In Emerald City, those sets were more Deco with harder lines and colors. So, we used hair color that fit in this motif, like deep purples and shades of green. Even some yellow tones. All very subtle."

Making Glinda Shine

Baker and Toussieng also had the joy of applying the hair and makeup designs for Glinda, with Baker praising actress Williams as "a phenomenal collaborator and lovely to work with. In the two roles she plays--Annie at the beginning of the film in Kansas and Glinda, the Good Witch, in Oz--the one thing Michelle wanted was to look beautiful. That's not very hard to do.

"We gave her big beautiful eyes," Baker continues about transforming Williams into an elegant empress. "Her skin is like porcelain and her cheeks just have this great cherry glow to them. And, Michelle didn't even wear lipstick. It's just her natural lip color with a little bit of (balm) to keep them moist and avoid chapping in the Detroit weather. As Glinda, she had this sparkle to her, which was fun."

Playing off the theme drafted by designer Stromberg in Glinda's kingdom (the iridescent glow to her castle walls), Baker notes that "she's in a land of bubbles where things have a little shimmer and sparkle to them. We wanted to incorporate that in her makeup without it looking like a makeup trick. A kind of luminescence that comes from living the life that Glinda does. We were able to do that with a beautiful product from Chanel. An eye shadow that has a look that is unbelievable, which we were able to work into her makeup. And it photographs very well on the 3D Red Epic camera."

Taking Theodora to the Dark Side

Transforming Theodora, the beautiful Mila Kunis, into a hideous hag as the Wicked Witch is a testament to Berger's special effects makeup talents and dexterity.

The first part of the process was finding the right shade of green for the witch's skin. Like a mad scientist in his lab, Berger began concocting his own formula for the perfect green. "It went from a super forest green to an emerald green to more of a gray look," he recalls. "What we ended up with actually are some custom colors that I mixed using these great tattoo shades combined with other makeup colors. We called our shade of green 'Theostein'."

Berger adds, "Mila has to wear contact lenses and dentures that dirty up her teeth, because her teeth are so beautiful and white. However, the one thing I wanted to do in the makeup design was not lose Mila's lips and eyes, which are really gorgeous."

While trying to keep that essence of Kunis under the witch makeup, the veteran makeup magician adds that "Mila finds her face to be kind of oval, so we wanted to change that, achieving that with the length and direction of the chin while raising up her cheek bones, making them feel more sculpted. There are actually four different versions of Mila as the witch, very subtle changes as she evolves in the story."

"The process would take just under two hours," Kunis explains. "At first, it was silicon but Howard changed to all foam in two pieces. After having my hair wrapped, they applied the prosthetic chin and cheek piece, then the nose, forehead and eyebrow piece. Then, they painted me with the 'Theostein' so it's about a two-hour process. After painting the hands and adding the wimple, it was insane and amazing!"

"Howard did a brilliant design for the Wicked Witch of the West," hails Raimi. "He started by using Mila's face as a template without imposing some design that wouldn't work on her. He took his raw materials and developed them, let them bloom on her, although it was a nasty, weedish bloom that we've got in the look of this character, which developed beautifully. He developed her features into something wicked and twisted in a fantastic way."

Adds Berger, "People are going to look at this and think it's a supercool witch. She's fantastic."

The Music

"I didn't really go in with any sense of what I wanted to do other than just to follow the film. It was incredibly clear because the characters and what they were doing, and what their quests were, and what needed to be done, were all laid out, so I fell into it very easily." -- Danny Elfman, composer

Oscar®-nominated composer Danny Elfman reunites with director Sam Raimi for "Oz The Great and Powerful" after composing original scores for the filmmaker's blockbuster hits "Spider-Man," "Spider-Man 2," "Darkman" and "A Simple Plan."

Elfman admits that it was both Sam Raimi and the subject matter that drew him to the project. He comments, "I love working with Sam. Sam could have called about any number of projects and I would have probably been excited about it, but the fact that it was 'Oz The Great and Powerful' just made it all the more interesting in terms of the possibilities."

The first piece Elfman had to compose for the film was the waltz for the music box that Oz gives to the women he is trying to seduce. Eflman composed the waltz and then orchestrated a version that could be danced to.

This evolved into several more pieces that eventually resonated as a theme to the talented composer. "I get a sense early on that certain characters, or certain elements in the movie make it a theme," says Elfman. "You don't want too many themes, but it was obvious in this movie that Oz had a heroic side that was trying to surface during the whole movie, and eventually would. And our Wicked Witch, of course, got our 'wicked waltz' that starts sweet and ends up bitter, as is her lot in life in this movie."

The main challenge musically for Elfman on "Oz The Great and Powerful," which required 110 minutes of score (over twice the time of his last score), was connecting everything together and giving a sense of continuity to the movie as a whole. "For example, the last theme was for China Girl, and then I had an idea for Finley the Monkey, but it's not so much the theme as kind of a feel," explains Elfman. "So, it was really about how I could use all these elements to kind of stitch things together. I knew in a big movie of this nature that that was going to be my most important job."

Elfman does not use any particular instruments to define a theme. He prefers to "mix it up," saying, "There are no instruments that I choose for themes, ever. I can play anybody's themes on anybody's instruments, and I often do mix it up, so, for example, for the Wicked Witch, I might be using dark, low strings in one moment and in the next moment I may, in fact, be using heroic horns for her.

"For Oz's theme, which is heroic, sometimes I'm playing it with a lot of brass and trumpets and French horns to give it a kind of great, noble quality, but sometimes I'm doing it just on base clarinets, strings and flutes. So there aren't really any rules that I believe in playing by when it comes to instruments and characters," Elfman adds.

When it comes to articulating the style he used for "Oz The Great and Powerful," Elfman states, "I'm just doing what seems right for the moment and I never think about the style. I suppose if I were doing a gypsy movie, I might be writing in a gypsy music style, but this is an orchestral score, and it's in the style of orchestral music."

Elfman employed a traditional orchestra for the film to give the music a classic feel. He relates, "Sam did want a very strong, traditional feel to this movie. I think there has always been the feeling that we'd like to try to give it a classic feel and a timelessness."

The composer found himself enjoying the experience of scoring "Oz The Great and Powerful" as everything "went so effortlessly." He relates, "We just were right in sync from the very beginning and I found, before I knew it, that I had gone and finished the score. I don't get to experience that too often. It was just one of those things that happens every now and then where you see a movie and you get the feel for it, and you're in sync with the director from the very beginning, and the music just kind of flows out easily."