Based on the billion-dollar worldwide box-office, I felt very alone when I despised Disney's "Alice In Wonderland" a few years ago.  The entire thing just made my skin crawl, and it seemed to me to demonstrate a near-total misunderstanding of Lewis Carrol's work.  When the first trailers started to arrive for Sam Raimi's "Oz The Great And Powerful," which opens this week, it looked like more of the same to me.  I love Raimi, but everything about this one had me worried when I walked into the theater.

Turns out there was nothing to worry about.

While it certainly fits neatly into the generic blockbuster mold that it seems like every studio uses these days, there's enough genuine wonder to make this work where "Alice" failed, and it honors the world that Frank L. Baum first created instead of trying to rebuild it into something it's not.  "Oz The Great and Powerful" is the story of a Wizard who does not exist, and the collision of four characters who all need or want him to exist for different reasons.  This collision leads to a collusion, an agreement that this symbol is more important than the truth, and this shared lie, this "Wizard Of Oz," manages to change everything as a result.

In addition, "Oz The Great and Powerful" is a very sharp and careful addition to the "Oz" mythology, a sort of Frank L. Baum reboot that gives Disney permission to build a much larger world in subsequent media, and to my enormous surprise and relief, it is every inch a Sam Raimi film, just one of its many assets, and it is a genuine delight.  It is "Oz" deep down in its bones, and I suspect it is going to be deeply embraced by a whole lot of audiences very very soon.

The film opens with a lovely sequence set in a black-and-white Kansas, everything contained in an Academy-ratio box in the center of the screen.  We meet Oz, who works as a carnival magician, and we see that he is a gifted phony, a guy who knows how to play an audience and who knows even more about how to play women.  As with the 1939 film, there's a bit of duality in some of the casting at the start of the film.  We meet a young girl played by Joey King during Oz's magic show who believes in him so completely that she begs him to heal her so she can get out of her wheelchair and walk. We meet Oz's long-suffering assistant Frank (Zach Braff), who takes Oz's weakness in stride and somehow allows all the abuse to roll off his back. Most importantly, though, we meet Annie (Michelle Williams), a local girl who used to be fine with seeing Oz a few times a year when he rolled through but who has finally decided to move on and get married.

Franco is slightly miscast in the film.  He's good when he's playing the vulnerability of Oz, the insecurity and the doubt behind the swagger, but when he's supposed to be in charming huckster mode, he just doesn't have the right charisma. Franco has a more laid back, casual attitude, and that's part of his persona. There's a certain fast-talking salesmanship that he just can't nail down, and it's hard to overlook how ill-fitting the role is at times. Thankfully, he's surrounded by a cast that works overtime to help bring the magic of Oz to life.  The first person he meets in Oz is Theodora (Mila Kunis), a witch who tells him about a prophecy involving a great wizard destined to free the country from the influence of a mysterious wicked witch.  Kunis plays Theodora as a very young, very innocent character.  Oz represents a whole wide world she has no experience with, and she falls for him completely before they even reach the Emerald City, where her sister Evanora (Rachel Weisz) has been ruling in place of the king who was killed by the wicked witch.

Evanora seems pleased by the arrival of Oz, and she tells him that she'd be happy to hand over the kingdom to him as the prophecy foretold, but that she needs him to do one more thing before that happens.  All he has to do is go find that wicked witch and kill her, and it will all be his.  It's a very similar set-up to the film that is known and loved by generations of audiences, and by the time Oz hits the road with a flying monkey who he rescued named Finley (also played by Braff), it seems like Raimi is completely comfortable with this world that he's built.

Look, there is definitely a template that almost every giant-budget studio film is cut from at this point, and "Oz The Great and Powerful" doesn't break the mold or reinvent the way we tell these stories.  But Raimi's love of both the 1939 film and Oz in general ring through loud and clear here, and the script by Mitchell Kapner and David Lindsay-Abaire is very good at finding small character moments amidst the spectacle.  I'm just thrilled that Raimi managed to convey a sense of awe and wonder when we move through Oz.  It seems like so often these days, these effects-driven films are filled with visual marvels that the characters barely seem to notice. Finley and Oz pick up another new companion, a tiny China Girl whose town has been demolished by the flying baboons used by the wicked witch.  The China Girl is voiced by Joey King, the same young actress who we see in the wheelchair during that opening Kansas sequence, and there's something lovely about seeing Oz repair the China Girl in a way he could never hope to repair the girl in Kansas.  His gradual awakening to his own potential for good is the stuff that Franco plays right, and ultimately, that's more important the fast-talking hustler side of things.

When they finally come face to face with the witch they're looking for, they are shocked to discover that Glinda (Michelle Williams) is about the furthest thing from a wicked witch that they can imagine. She tells them that it was her father who was killed, and that she had to leave to hide from the real wicked witch, casting suspicion back on both Evanora and Theodora.  How things unfold from that point is something you should discover in the theater, but if you saw the 1939 film and you know your math and can count up all the witches, you should have a pretty good idea of how things eventually shake out. It's not so much "what" that kept me interested, but "how," and Raimi has done something with his writers here that deserves some serious praise.  When was the last blockbuster you saw like this where the entire point of the conclusion is to find a way to defeat someone without killing them? It is explicitly stated at one point that the citizens of Oz do not kill one another, and so Oz has to come up with a plan that utilizes his skills to win the kingdom back without violence.

There are several sequences here that will be scary for younger viewers, but both of my kids loved even the scariest moments.  What helps is that the film is always offering up new sights, new ideas.  It feels like it's packed with ideas, like Raimi wanted to work in as much as he could, and it moves like they were being chased while they made it.  Peter Deming's photography is lush and moody, and Robert Stromberg's production design feels far more organic and of a single world than "Alice In Wonderland" did.

The craziest thing about the film was seeing how it changed the way the 1939 film plays if you watch it afterwards.  The night after we saw "Oz The Great and Powerful," we put on the Blu-ray of "The Wizard Of Oz," and it played like a brand-new film.  It makes the Wizard played by Frank Morgan seem like a world-class piece of shit for sending Dorothy and the others out to kill the Wicked Witch once we see who she is and what made her transform into the twisted, evil thing we know her as.  The witches in the film all do really great work, and it's one of the reasons I feel like it connects.  Rachel Weisz is all frustrated ambition, held in check by a carefully-constructed facade, while Mila Kunis does a nice job of playing a difficult character transformation from wide-eyed innocent to pure malevolence.  For my money, though, Michelle Williams is the one having the most fun here, and I love how she seems to have carried over some of the mannerisms from her performance as Marilyn Monroe to her version of Glinda, complete with that breathy thing that Monroe did.

There are little details throughout that I think underline just how much Raimi's heart was in this.  Just look at the way he plays with 3D and the edges of the frame during the Kansas sequence, or watch for the sad clown running the spotlight while sneaking sips from his flask, or notice when Oz sees Annie for the first time and takes note of her gingham dress.  For longtime Raimi fans, you'll definitely get little flourishes and grace notes that bring "Evil Dead" to mind, like during the tornado when boards come slamming into the balloon basket or during a strange encounter on the Yellow Brick Road.  He uses 3D like a 9-year-old on a sugar high, which seems like it's sort of the point.

"Oz The Great and Powerful" isn't the sort of thing that's in any danger of making my end-of-the-year list, but it is an accomplished bit of film fantasy, and it reinforces my belief that you can do a film like this on the scale of this one and still find ways to make it personal and sincere.  I was surprised by the film in a good way, and I encourage any families who are starved for a worthwhile film in the theaters to rush out for this one.  And for Raimi fans who were worried that he might have subverted his personal sensibilities in pursuit of a big giant hit, this is absolutely his movie, and better for it.

"Oz The Great and Powerful" opens Friday in theaters everywhere.