Oz the Great and Powerful is a 2013 American fantasy adventure film directed by Sam Raimi and written by David Lindsay-Abaire and Mitchell Kapner, from a story by Kapner. Based on L. Frank Baum's early 20th century Oz books and set 20 years before the events of the original 1900 novel, the film is a spiritual prequel to the 1939 Metro-Goldwyn-Mayer film The Wizard of Oz. Starring James Franco in the title role, Mila Kunis, Rachel Weisz, Michelle Williams, Zach Braff, Bill Cobbs, Joey King, and Tony Cox; the film tells the story of Oscar Diggs, a deceitful stage magician who arrives in the Land of Oz and encounters three witches: Theodora, the Wicked Witch of the West, Evanora, the Wicked Witch of the East, and Glinda, the Good Witch of the South. Diggs is then enlisted to restore order in Oz while struggling to resolve conflicts with the witches and himself.

It is Disney's third film adaptation of Baum's works, following Return to Oz (1985) and the television film The Muppets' Wizard of Oz (2005). Kapner began developing an origin story for the Wizard of Oz after a lifelong interest in wanting to create one for the character. Walt Disney Pictures commissioned the film's production in 2009 with Joe Roth as producer and Grant Curtis, Joshua Donen, Philip Steuer and Palak Patel serving as executive producers. Raimi was hired to direct the following year. After Robert Downey Jr. and Johnny Depp declined the title role in January and February 2011, Franco was cast. Filming took place from July to December 2011. Danny Elfman composed the music score for the film.

Oz the Great and Powerful premiered at the El Capitan Theatre in Los Angeles on February 13, 2013, and was released theatrically in the United States on March 8, 2013, in Disney Digital 3-D, RealD 3D and IMAX 3D formats. It received mixed reviews from critics and was commercially successful, grossing $493.3 million worldwide and becoming the highest-grossing Oz-related film until Wicked (2024). The film won the Phoenix Film Critics Society Award for Best Live Action Family Film and Kunis won the MTV Movie Award for Best Villain for her performance as the Wicked Witch of the West.

Plot

In 1905, circus magician and con artist Oscar Diggs escapes from a jealous strongman in a hot air balloon and is swept away by a tornado to the Land of Oz. Upon arriving, he meets the witch Theodora, who believes he is the wizard prophesied to defeat the Wicked Witch and become king of Oz. Hoping for wealth and fame, Oscar agrees to help her reach the Emerald City. Along the way, he befriends a flying monkey named Finley and later a living china doll whose village was destroyed by the Wicked Witch.

At the Emerald City, Theodora’s sister Evanora tells Oscar that the Wicked Witch is Glinda, daughter of the late king, who lives in the Dark Forest. Oscar sets out to destroy Glinda’s wand, believing it will defeat her. However, when he meets Glinda, he learns that Evanora is the true Wicked Witch and has manipulated him. After Evanora shows Theodora visions of Oscar becoming close to Glinda, the heartbroken Theodora eats an enchanted apple offered by Evanora, transforming into a green-skinned witch.

Glinda brings Oscar and his companions to her domain, where she reveals that she knows he is not truly a wizard but believes he can still help save Oz. Oscar devises a plan using illusions and machinery to frighten Evanora and her forces into retreating. While Glinda’s followers distract the witches’ army with mechanical decoys, Oscar secretly enters the Emerald City and stages his apparent death before reappearing as a giant spectral image accompanied by fireworks and smoke effects. Convinced that Oscar possesses real magical power, Theodora flees Oz, while Evanora is defeated after Glinda destroys her enchanted necklace, revealing her true appearance and banishing her from the city.

Oscar becomes the new ruler of Oz and continues projecting the illusion that he is a powerful wizard. He rewards his allies for their help, while Glinda and Oscar acknowledge their feelings for one another.

Cast James Franco as Oscar Zoroaster Phadrig Isaac Norman Henkle Emmannuel Ambroise Diggs, commonly known as 'Oz', a philandering con artist, a stage magician and a barnstormer who is part of a traveling circus in the Midwest. He is whisked in a hot air balloon by a tornado to the Land of Oz, where he is believed to be a wizard destined to bring peace to the land, forcing him to overcome his dubious ethics to convince his peers he is the hero needed by the people of Oz. He eventually becomes what is known as the Wizard of Oz. Mila Kunis as Theodora, a naïve good witch who has the Land of Oz's best interests at heart. She believes that Oscar is the wizard prophesied to defeat the seemingly evil Glinda from the Dark Forest, developing an attraction to him in the process. Evanora gradually manipulates Theodora into thinking Oscar has betrayed her for Glinda, ushering her transformation into the Wicked Witch of the West. Rachel Weisz as Evanora, the protector of the Emerald City. Being the Wicked Witch of the East, she has a hideous form which she hides by wearing a necklace that gives her the appearance of a young woman. She deceives Oscar by framing Glinda for King Portus' murder, and telling Oscar that Glinda is the Wicked Witch rather than herself. Michelle Williams as Glinda, the daughter of the late king and the Good Witch of the South. She rules and protects a peaceful kingdom inside Oz, inhabited by kind Quadlings, tinkers, and Munchkins. Oscar originally believed her to be the Wicked Witch responsible for terrorizing the land. She guides Oscar to achieve his destiny of defeating Evanora, becoming his love interest in the process. Williams also plays Annie, an old flame of Oscar's and the future mother of Dorothy Gale. Zach Braff as the voice of Finley, a winged monkey who pledges an irrevocable life debt to Oscar, believing him to be the prophesied wizard, for saving him from the Cowardly Lion. He quickly regrets his decision when Oscar reveals he is not a wizard, but nonetheless becomes his loyal ally. Braff also plays Frank, Oscar's long-suffering yet loyal assistant in Kansas. Bill Cobbs as Master Tinker, the leader of the tinkers ruled by Glinda. He later builds the Tin Woodman. Joey King as the voice of the China Girl, a young, living china doll from China Town where everything, including its inhabitants, is made of china. Her home is destroyed by Evanora, leaving her its only survivor when she is found by Oscar, with whom she forms a strong friendship after he uses glue to fix her broken legs. King also plays a young disabled girl volunteering in Oscar's magic show in Kansas. Tony Cox as Knuck / "Sourpuss", the quick-tempered herald and fanfare player of Emerald City, who is allied with Glinda.

Stephen R. Hart, Bruce Campbell, and William Bock play Winkie guards at the Emerald City. Abigail Spencer plays May, Oscar's temporary magic assistant in Kansas and one of his several fleeting loves in the film. Tim Holmes plays Vlad, the strongman who threatens Oscar for trying to court his wife (played by Toni Wynne), prompting Oscar to take the hot air balloon that sends him to the Land of Oz.

Raimi, who often casts friends and actor-regulars in cameo roles, cast his brother Ted as a small-town skeptic at Oscar's magic show who sees through one of his tricks, two of his former teachers – Jim Moll and Jim Bird – as well as Dan Hicks, Mia Serafino, and his daughter Emma as Emerald City townspeople and the three actresses from his 1981 directorial debut The Evil Dead – Ellen Sandweiss, Betsy Baker and Theresa Tilly – as well as his sons Dashiell and Oliver respectively as Quadling townspeople. (Sidebar to Guzman's 2013 review of Oz the Great and Powerful.) Gene Jones portrays a wild west barker, Martin Klebba portrays a Munchkin rebel; John Paxton who previously worked with Raimi in the Spider-Man trilogy and Drag Me to Hell makes a posthumous appearance as an elder tinker, in his last film role before he died on November 17, 2011; while the great-grandson of Bert Lahr (played 1939 Cowardly Lion) also portrays a tinker.

Production Continuity Oz the Great and Powerful features several artistic allusions, homages, and technical parallels to Baum's books, and the 1939 MGM film The Wizard of Oz.

As in the 1939 film, the first twenty minutes is presented in black and white and "fullscreen", and the rest of the film is presented in color and "widescreen" (the 1933 Canadian animated film adaptation of Baum's original 1900 Oz book first introduced the idea of transitioning from black and white to color), Glinda travels in giant bubbles and she kisses Oscar's forehead to protect him, and the Emerald City is actually emerald; whereas in the book, the Good Witch of the North kisses Dorothy on the forehead, and characters are compelled to wear locked-on green-tinted glasses, to make the city appear emerald, though during the battle preparations sequence Oscar can be seen wearing emerald goggles. Oscar's face is used as the projected image of the Wizard; in the book, the Wizard appears in his audience hall as a giant head, a beautiful fairy, a horrible monster, and a ball of fire, depending on what would most intimidate his visitor. The iconic green look of the Wicked Witch of the West is closer to her look in the 1939 film, as the Witch is a short, one-eyed crone in the book. The Wicked Witches, Theodora and Evanora, both nameless and unrelated in the book, are portrayed as sisters, an idea which originated in the 1939 film.

Also from the 1939 film is that several actors who play Oz characters make cameos in the Kansas segments, such as Frank, Oscar's assistant – whom he refers to as his "trained monkey" (Frank's "Oz" counterpart is the winged monkey Finley) – a young disabled girl who serves as the Kansas counterpart to China Girl (in Kansas, Oscar is unable to make the wheelchair-using young girl walk, and gets a chance to do so when he repairs China Girl's broken legs), and Annie who inspires Oscar to be a good and great person (Annie's "Oz" counterpart, Glinda, also inspires Oscar to be a better person) informs him that she has been proposed-to by John Gale, presumably hinting at Dorothy Gale's parents, as Annie is seen wearing a gingham dress, a pattern famously associated with Dorothy. The names of Dorothy's parents are not mentioned in Baum's book, but Ellie Smith's parents are named John and Ann in the re-narrated novel The Wizard of the Emerald City by Alexander Volkov. Other referenced characters include the Scarecrow, who is built by the townspeople as a scare tactic; the Tin Woodman, whose creator is the Master Tinker that can build "anything", in the books, the Wicked Witch of the East enchanted a local woodsman to hack off his limbs, replacing them with hollow tin; and the lion that attacks Finley, a reference to the Cowardly Lion.

Various other races and species of Oz are depicted besides the Munchkins; the Quadlings, the china doll inhabitants of Dainty China Country, the Winkies (who went unnamed in the 1939 film), winged baboons (instead of winged monkeys in the book), and color-changing horses (inspired by the horse of a different color from the 1939 film). Similarly, Glinda is referred to by her title in the book (the Good Witch of the South), unlike the 1939 film, where her character's title is "Good Witch of the North" (due to merging the characters Good Witch of the South, and the North). Glinda is also the daughter of the late King of Oz, though in the books, Ozma is the King's daughter and Glinda is her protector. Evanora, the Wicked Witch of the East, wears an emerald necklace that gives her powers instead of magical shoes (which are silver in the book and ruby in the 1939 film) later worn by Dorothy.