How do you make a prequel to a movie that is regarded as a classic, and also happens to be 74 years old? Disney and director Sam Raimi have placed themselves under some pretty tough scrutiny with their audacious decision to return to the land of Oz with Oz, the Great and Powerful, said prequel to 1939’s The Wizard of Oz, and also based on the works of Oz author L. Frank Baum. And this isn’t Disney’s first time visiting Oz … anyone remember the cult classic Return to Oz, a sequel which saw Dorothy institutionalized and undergoing shock therapy?! Thankfully, this new Oz movie is not quite that dark.

The plot, in a nutshell, starts out in a drab, black and white Kansas where a traveling carnival has set up. One of the attractions is magician Oscar Diggs, who is more charlatan than showman, and who also has some relationship with a woman named Annie (Michelle Williams). Annie tells Oscar that John Gale has proposed to her, hoping he will tell her not to accept but, knowing that she’s way out of his league, he wishes her well (it’s assumed that she will eventually become Dorothy Gale’s mother). When the residents of the side show learn that Oscar has been putting the moves on almost all of the women there, giving them music boxes supposedly belonging to his grandmother, they plan to run him out of business but he escapes in a hot air balloon … just as a twister strikes.

Oscar, or Oz as he was known on stage, wakes up in a colorful new land, learns that the denizens of the land of Oz have been waiting for the wizard to come and save them from the Wicked Witch, and also learns that he’ll be rich beyond his wildest dreams so he accept the prophecy that he’s the wizard and then has to convince everyone else of his abilities. While most take him at his word, Glinda the Good Witch (Williams, again) and Evanora (Rachel Weisz), a witch with dubious character, see through his charade. Only Theodora (Mila Kunis) believes in him until her sister Evanora reveals her true self and shows Theodora the error of her ways. The sisters lay siege to the Emerald City (and, yes, one of them does turn green and pointy-nosed and -chinned), and it’s up to Oscar and his friends to save the day.

Oz, the Great and Powerful certainly has some big shoes to fill, and for the most part Raimi and company have done an admirable job of connecting this film to The Wizard of Oz. The opening black and white segment, cropped squarely in the center of the screen, has the feel of the black and white segments from The Wizard of Oz. When the film opens up to its full widescreen, Technicolor glory, it almost becomes a sensory overload (and you begin to wonder how much of what you’re seeing is real and how much is CGI). If you’ve seen The Wizard of Oz, you will certainly recognize the Winkie guards, the winged monkey (the Wicked Witch this time has ferocious flying baboons), the Yellow Brick Road, and the Emerald City throne room (a marvelous recreation of the original set).

Unfortunately, the film itself isn’t all that great or powerful from start to finish. It seriously lags in the middle, and some of the performances are a bit weak, particularly James Franco. He really isn’t the best actor, but he gives it his all and tries to win everyone over with his charm. (He was also the third choice for the role. One can only wonder how Robert Downey Jr. could have made this a more engaging character.) Mila Kunis was okay, but I still didn’t buy her sincerity. Rachel Weisz had the tougher job of playing patronizing to Oscar upon his arrival, and someone with darker motivations, and she pulled it off. Michelle Williams did the best, giving Glinda a little more depth than she ever had in the original movie, proving she is more forceful than the image she portrays to her people. Zach Braff appears in the Kansas segment as Oscar’s assistant, and in Oz he voices the winged monkey who becomes Oscar’s friend and right hand. The most engaging character, however, is a little China Girl whom Oscar finds after the Wicked Witch attacks her village, leaving her legs shattered (echoing an earlier scene when a young girl begs the magician Oz to make her walk). For a CGI creation, China Girl is the most emotional, human character in the film.

Fortunately, the film ends with a bang that redeems the sagging middle and sets up future sequels as well as the events in The Wizard of Oz (hinting at cowardly lions, scarecrows and tin men). Raimi’s signature camera work is on full display (and keep a close eye out for his cameo-ing brother Ted and BFF Bruce Campbell), and he uses the 3D effect to its fullest potential. Raimi wastes no opportunity to have thing fly off the screen (to terrific effect even during the Kansas segment), from hummingbirds and butterflies to spears and fireworks. He gives the film great depth from the tip of your nose to way past the proscenium. If you hate 3D movies, this one may just change your mind. While the film is a little over-long and may not be as great and powerful as its title character, it’s still very entertaining and even a bit nostalgic. Be warned, however, that it’s definitely not for small children. Those flying baboons are quite terrifying!

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