This Emerald City has no Dorothy, more witches (Michelle Williams, Rachel Weisz, Mila Kunis) and a filled-in back story to the wizard, played by James Franco. Will 'Oz: The Great and Powerful' feel like a prequel to and kindred spirit of 1939's 'The Wizard of Oz'? Or a Kansas tornado whirling through a beloved world?

Bigger and slicker than anything Judy Garland might have dreamed of, "Oz: The Great and Powerful" boasts a number of prominent names: "Spider-Man" director Sam Raimi,"Alice in Wonderland" producer Joe Roth, Pulitzer-winning playwright David Lindsey-Abaire (he co-wrote the script), enough well-known actors to fill a Dark Forest.

Taking Baum's thinly sketched references to a carnival huckster named Oscar Diggs, they fill in the outlines with a story of a man, selfish but not indecent, who in 1905 is plucked by a tornado from his dreary con-man life in Kansas to a place of whimsy and saturated color, where he is improbably called on to save a people. It is, as Roth and Raimi are keen to emphasize, a prequel to rather than a remake of the 1939 movie. (Rights to that are owned by Warner Bros.; Baum's work is in the public domain.)

"We are trying to capture the magic of Baum's books using a 21st-century film language," Roth said. "There is nothing that came before that really tells us 'Who is this guy and how did he get here?'"

Still, this "Oz" will be divisive. The more generous will view it as an important entry in the Oz canon, a visually stunning parable about the nature of faith and the politics of grass-roots revolution (seeking meaning in the role of Glinda the Good Witch, Michelle Williams said, she ad-libbed a quote from Che Guevara). The more skeptical will see a giant media conglomerate spending liberally on a familiar tale of becoming, and trying to recoup its investment with a famous title and premium 3-D ticket prices.

It should be noted that Baum's original wizard was not called "The Great and Powerful." He was called "The Great and Terrible," but that might have been a little too much of a gift to curmudgeonly movie reviewers.

The wizard does, however, have some deep flaws and, in Raimi's conception, tries to overcome them. "This is a story of a man who wanted to be great but didn't know how," the director said.

New Oz tales inevitably evoke strong feelings — witness the early reception to Disney's 1985 fantasy sequel "Return to Oz," or the entirety of the reception to 1978's critically panned film adaptation of the Broadway show "The Wiz." To tinker with "Oz" is to mess not just with a movie but with a feeling, and who wants some Hollywood sharpie doing that?

Yet it would be too simple to say there's no cultural room for another story about the Land of Oz. That's because the facts contradict this (Stephen Schwartz's "Wicked," and even the 1939 film wasn't the first cinematic adaptation of Baum's book).

But mainly it's because many very good new stories are the result of someone rediscovering a great old place. And there are few greater old places than Baum's Oz.

Lyman Frank Baum took the long way to writing "The Wizard of Oz." Before he devised his tale of scarecrows and tin men, he worked, in no particular order, as an actor, a door-to-door-salesman, a choral singer, a newspaper editor and a convenience-store operator. That last one, in a drought-smacked part of South Dakota, served as the inspiration for Dorothy's Kansas.

"Oz: The Great and Powerful" comes from a less dilettantish place: a producer meeting. In 2009, "The Whole Nine Yards" screenwriter Mitchell Kapner pitched Roth and his colleagues his long-held idea for an origin story about the wizard. The producer bit.

Of course, moving a mega-budget film forward in Hollywood is about as easy as getting a munchkin to dunk a basketball. Sam Mendes was interested in directing, but was sidelined by his commitment to"Skyfall." Sam Raimi, the genre-fan favorite who is also behind cult hits "Evil Dead" and "Darkman," was eventually hired, as was Lindsey-Abaire, to streamline the script and add a layer of character. At that point Robert Downey Jr. agreed to play the wizard, though as the months in development wore on, the actor's desire for silver-tongued improvisation clashed with Raimi's need for meticulous preparation. "It was clear through all these meetings that this wasn't going to work," Roth said.

After a flirtation with Johnny Depp, producers brought on Franco, along with Rachel Weisz as the evil witch Evanora, Mila Kunis as the good-gone-bad witch Theodora and Williams as all-around goodie Glinda. Franco said he liked the idea of taking a familiar world but "using a different kind of protagonist." Asked whether the familiarity of the Oz setting gave him any pause, he said, "There's so much of Baum's world that hadn't been touched. To let that lie dormant because people like the musical is silly."

The success of Roth and Tim Burton's "Alice in Wonderland" in 2010 further convinced Disney that there was room for an effects-era version of a classic. "Oz" — fittingly — was greenlit.