'Oz's' Journey: 3 Studio Chiefs, Multi-Ethnic Munchkins, James Franco Scores $7 Million

The actresses had their own set of challenges -- like learning to fly on wires. Weisz, while saying it could be fun, admits aspects of it scared her and her co-stars, especially falls from a great height. "When you go up on a very high wire, you think, 'I will die!' " she says.

Kunis -- whose green witch had to be a different shade from Margaret Hamilton's -- had to deal with heavy makeup that took as long as four hours to apply each day and another hour to remove. "There were two big prosthetic pieces," she recalls. "Then you sort of get spray-painted with color, which gets glued to your skin." Removing it could be painful. "It damages your skin. The taking-off process makes it raw and swollen. It took two months for my skin to recover."

Williams never had experienced a shoot longer than about 10 weeks. "You get there three hours early for hair and makeup and costumes," she says. "Then it starts moving from five-day weeks into six-day weeks, and one can become a bit edgy. But Sam was able to fight it off. When you see that your brave leader, with the world on his shoulders, is able to have a new enthusiasm every day and be patient and kind, you wake up to your own possibilities."

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Sitting in the back of a dark dubbing stage in Burbank one chilly afternoon Feb. 6, Raimi seems too worn out to contemplate all this as he puts the finishing touches on an eight-minute teaser that will be shown at Disney California Adventure's Muppet Vision 3D Theater.

Engulfed in a khaki coat several sizes too big, his hair flying in all directions, with deep bags of exhaustion under his eyes as this three-year journey comes to an end, Raimi admits to endless back-and-forth with the studio over just how scary the movie could be. The director, contrary to some reports, denies those conversations ever became contentious.

"We were [all] trying to find the horror that was in the Disney films and what was the right level," Raimi says. "We found the middle ground, which they thought was edgy but wouldn't drive the kids out of the theater."

Raimi showed two separate rough cuts to the MPAA (with and without 3D) to make sure it would get a PG rating, which Roth says solved the matter. (Test screenings were avoided to eliminate Twitter gossip before the movie was finished.) Some cuts were made -- including toning down the transformation of one of the three attractive young witches at the end, when one grotesquely morphs into an old hag. But otherwise, he says, nothing major was changed.

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As the images unfurl before this reporter, he cautions: "Watch out. It's loud."

He's right. Thundering music pulsates over black-and-white images of 1905 Kansas, where we encounter Franco's magician fleeing townsfolk he has just fleeced by jumping into the basket of a hot-air balloon, before a terrific tornado sweeps him away and deposits him in Oz.

The images are breathtaking. Tree leaves transform into thousands of red butterflies; giant flowers open and close as if with minds of their own; and creatures that appear to be a cross between flying piranhas and trolls swarm around Franco, their teeth bared.

"It's a love poem to The Wizard of Oz," Raimi says, knowing his final-cut decisions will impact the studio, himself and his movie. "I hope we've chosen right."