"OZ THE GREAT AND POWERFUL" — ★★★ — James Franco, Mila Kunis, Rachel Weisz, Michelle Williams, Zach Braff; PG (sequences of action and scary images, and brief mild language); in general release

In the movies' version of March Madness, Sam Raimi turns out to be a much better Tim Burton than Bryan Singer. Unlike "Giant Slayer" Singer, Sam's got a sense of humor. Taking on a prequel to the fairytale that frightened generations, Sam does scary. And does it well.

"Oz the Great and Powerful" is a winning back-engineering of the Oz fantasy, a "How the Wizard got to be wonderful" romp that is a stunning update to "The Wizard of Oz's" effects, and the most gorgeous use of 3-D since "Alice in Wonderland."

Screenwriters Mitchell Kapner and David Lindsay-Abaire manage just enough whimsy to make the movie's two hours pass without irritation. Raimi, having cut his teeth on horror and brought "Spider-Man" to life, was the right guy to make this emerald-tinted world pop off the 3-D screen.

But the cast, plainly packed with second or third choices, lets it down. Is there anything in James Franco's past that suggests larger-than-life, a fast-talking, womanizing con-man?

And the three witches — Theodora, Evanora and Glinda — are Bland, Blander and Blond Bland.

Oscar "Oz" Diggs is a magician who escapes the cut-rate Baum Bros. Circus in 1905 Kansas only to be swept, by tornado, to the Merry Olde Land of Oz. Where things aren't merry.

The king is dead, and "the prophecy" says that only a great wizard can replace him. Plainly, the guy with the same name as the place is their man.

Intrigues? The witch Theodora (Mila Kunis, never prettier) is smitten with him, her sister Evanora (Rachel Weisz) is jealous. They want the wizard to rid Oz of the Great Menace, Glinda (Michelle Williams), which Oz, easily bribed, agrees to do.

Sidekick? That would be Finley, a flying monkey Oz saves, who then owes a "life debt" to the pretend-wizard. He's amusingly voiced by Zach Braff.

Oz must trek and travel by bubble through the far corners of Oz and sort out who the real villain is and how to fight the hideous, 3-D flying baboons who have supplanted the flying monkeys.

Franco, as Oz, turns on the charm and oozes insincerity as he passes on what he's learned, conning small-town tent-show audiences.

But the witches — an Oscar winner, an Oscar nominee and a Golden Globe nominee among them — haven't the necessary vamp to make these conjurers sing.

Even with the stunning production design — done by "Alice in Wonderland" Oscar winner Robert Stromberg — which starts our story in a black-and-white Kansas, where humor and pathos pop up, even with Danny Eflman's playful score, this "Oz" starts to drag in under an hour.

You may miss the witches' guards' (Raimi crony Bruce Campbell is one) song — "Oooo weee oh." As the "climactic battle" story arc of way too many filmed fairytales settles in, you may find yourself checking the time.

But fear not. Uncle Sam knows what you want. And when he's done giving a new generation of tykes frights about apes that fly in the night, he'll cover it all. If it isn't Oz without Dorothy and those ruby-red slippers, he'll at least do justice to L. Frank Baum's malleable wizarding world and give us an Oz worthy of our times.

"Oz The Great and Powerful" is rated PG for sequences of action and scary images, and brief mild language; running time: 130 minutes.

3 points for parents

Violence: Creatures that bite or attack seem to be all around the "Land of Oz." One of the witches sends flying baboons to attack people as she pleases. The aftermath of an attack is seen, but there is no blood in this film. Fireworks are shot at some characters. Some characters say they are out to kill a witch.

Fear/peril: The Dark Forrest is just that and contains creatures that could be scary for younger viewers. Oz, the wizard, seems to always be on the run from one dangerous situation to another. The wicked witch can also be frightening for younger audience members since her character is so intense.

Sensuality: Oz is a womanizer. There is a scene where a woman's blouse comes off and reveals her bustier. It is falsely stated that Oz goes to a woman's bed chamber and that she can remember how his body felt when they were dancing.

— Shawn O'NeillDoug's take

By Doug WRight

KSL RADIO

Is seems that the universal conveyance from our world to Oz is your basic tornado. Dorothy utilized it back in the 1939 film "The Wizard of Oz," and that's how Oz the Great is carried to the outskirts of the Emerald City in 2013's "Oz the Great and Powerful."

James Franco stars as Oscar Diggs, a lightweight carnival conjurer who, along with performing his garden variety magic, makes it a habit to single out beautiful women to be his assistants, a practice that gets him on the wrong side of the show's strongman, motivating our dubious hero to abandon all and make a hasty retreat in a handy hot air balloon.

One little problem presents itself. The balloon is headed straight into a twister.

To this point in the story, everything in the film is presented in black and white with the old-school, square-screen format. But when the balloon

emerges into a strange and ethereal land, the screen subtly widens and colors appear. It's a wonderful effect and a nice homage to the 1939 classic. I might add that I am not a fan of 3-D, but here, it is utilized to good purpose.

Diggs is obviously puzzled by his surroundings. He eventually meets a gorgeous woman who identifies herself as Theodora. Mila Kunis is perfect in this role as she leads the new visitor to the Emerald City, all while explaining the conflicts afoot and the threat to her beloved land. Oh, by the way, she also informs Oscar that she is a witch, one of three in the neighborhood.

The odyssey that takes them to the city also introduces us to Finley, a delightfully dedicated flying monkey — given voice by Zach Braff — who, along with Theodora, sees Diggs as the fulfillment of prophecy regarding a wizard who will come from the sky and save the kingdom. I won't enumerate their adventures along the way, but suffice it to say there are little tidbits you'll want to pay attention to that fleetingly introduce beloved, future story lines and characters.

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When the entourage arrives at the Emerald City, Oscar is introduced to Evanora, another witch and older sister of Theodora. This is where the plot thickens as the elder witch describes the plight of the kingdom and lays all blame at the doorstep of yet another of her kind, Glinda, played wonderfully by Michelle Williams. One starts pondering, where does the evil lie?

Soon, it becomes apparent to Diggs that Glinda and the downtrodden tinkers, farmers and Munchkins who populate the land are the true victims, and the alliance forged is delightful.

There isn't a weak performance in this film. Everyone hits their marks and does so beautifully, including Bill Cobbs as the master tinker. He's perfect. The special effects are utilized with discretion and don't overwhelm a compelling tale and the characters we come to embrace.

"Oz The Great and Powerful" is a must-see with two little caveats, both mostly concerns for younger moviegoers. First, the movie is 120 minutes long and you begin to feel it. Second, there are some scary scenes, especially the "evil" flying monkeys. Having said that, I'm giving the film 3½ stars.