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

This story first appeared in the March 8 issue of The Hollywood Reporter magazine.

For director Sam Raimi, casting the title character in Disney’s Oz the Great and Powerful — a prequel of sorts to The Wizard of Oz — was almost as daunting as Dorothy’s danger-filled original journey.

First, the famed director behind the Spider-Man and Evil Dead franchises wanted Robert Downey Jr., who had become a superstar thanks to the Sherlock Holmes and Iron Man series. Producer Joe Roth had been talking to Downey before Raimi even joined the project in summer 2010. But after an initial meeting between the director and star, things didn’t look good. Months later, Raimi visited Downey at his Los Angeles home, still attempting to land him, but upon entering the house, Raimi spotted a plant that he had given the actor as a goodwill gesture wilting in a corner. (The filmmaker declines to elaborate.)

He then moved on to Johnny Depp, Disney’s golden boy thanks to Alice in Wonderland and the Pirates of the Caribbean pictures. “As a 12th-hour effort, I dragged in Johnny and showed him everything,” remembers Roth, who had produced Alice. “He loved it but said, ‘I have a commitment to The Lone Ranger and am going to stick with that commitment.’ “

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Finally, just five months away from the July 2011 start of production, Raimi brought in James Franco (Harry Osborn in Raimi’s Spider-Man films). “I met Sam to discuss this film around the Oscars two years ago,” Franco recalls, adding he had read L. Frank Baum‘s Oz books when he was younger. “I was happy to do it, not only to work with Sam again but also because the character is so iconic.”

Sources say Franco was able to command a $7 million payday due to the urgent need to land a star. He had entered negotiations before his ill-fated stint as co-host of the 83rd Academy Awards; Raimi claims the critical drubbing the actor received bothered neither him nor the studio. According to the director, Disney was “behind him from the moment his name came up and all through the project.”

As it is, the spotlight on this $200 million picture — the filmmaker’s first in 3D, for which he attended a special, multi-day 3D “school” at Sony — will shine on more than just its male lead. With additional marketing costs of up to $100 million, Disney’s fable — about how a huckster magician is swept away to the magical land of Oz, where he becomes its leader and the future Wizard — is a significant test of the studio’s power in an ever-shifting landscape. Pundits believe it could be either Disney’s next Alice in Wonderland (with international grosses of $1 billion) or another John Carter (which resulted in a $200 million write-down and, arguably, the loss of then-studio chairman Rich Ross‘ job). Internet buzz has dogged the project, from the wisdom of casting Franco to what exactly happened during an eight-day reshoot last year, when insiders say a digital flying monkey named Finley was introduced and additional shots were staged to make Franco’s character more sympathetic.

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Hearteningly, a Feb. 13 premiere of Oz at Hollywood’s El Capitan Theatre drew applause but didn’t indicate how the PG-rated film will play with kids — who were largely absent from the screening — or whether Disney and Raimi have resolved a tug-of-war over just how frightening the movie should be. “It needed a little edge for the modern audience,” he says. “I needed a darker color to contrast with the brighter ending.”

On top of all that, Raimi’s own yellow brick road has spanned three separate regimes at the studio: from that of Dick Cook, who commissioned the screenplay; to the one led by Ross, who greenlighted the film; to the current empire of Alan Horn, who has the task of supporting a film that had already wrapped when he was named studio chairman in May. (Not to mention that Disney’s new head of worldwide marketing, Ricky Strauss, had taken over for former marketing chief MT Carney.)

Still, Disney production president Sean Bailey is upbeat. “James is a terrific actor,” he says, “and what we looked at was the overall composition of the cast, which was very strong.” With Michelle Williams, Rachel Weisz and Mila Kunis as the three witches, “we felt we had a proposition that could appeal to a pretty broad section of the audience.”

If he is right, the movie will, like Alice in Wonderland, result in sequels, a massive merchandising blitz (witch dolls are already on the assembly line) and a theme park ride that Roth estimates could cost $120 million or more. If he is wrong, Disney’s detractors will whisper that maybe it’s better off leaving the production of original content to its superstar divisions: Pixar, Marvel and now Lucasfilm.

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The new vision of Oz began with screenwriter Mitchell Kapner (The Whole Nine Yards), who had long thought of writing an origin story about the Wizard.

“I had this idea years ago,” he explains. “In meetings, people would say, ‘Do you have a passion project?’ And I’d tell them, and they’d go, ‘See ya.’ Then [the 2003 stage musical] Wicked came out, and I thought, ‘I’ve missed the boat.’ “

Six years later, however, Kapner mentioned the idea to Roth’s colleague (and now Oz‘s executive producer) Palak Patel, who was as enchanted as the writer. After pitching it to Sony and getting a thumbs-down, they went to Disney, where Cook and then-studio president Oren Aviv commissioned a screenplay.

Almost immediately, the project became shrouded in secrecy. It was even given a code name, Brick, because Disney feared other studios would fast-track the slew of Oz-based projects already in the works, including Universal’s movie version of Wicked and another picture at New Line Cinema.

“It was so top-secret,” Kapner recalls. “My wife knew, and two of my closest friends, but they were sworn to secrecy on pain of death.”

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This secrecy endured until Kapner turned in his script at the end of 2009, and Roth set out to hire a director. Finding the right person was anything but easy; he knew few filmmakers would risk their reputations on a vehicle that inevitably would be compared to a classic — one the Library of Congress has named the most-watched film of all time.

Then, as Roth and Patel were compiling a list of potential helmers, Raimi heard about the script. The 53-year-old director had spent years honing his craft with genre movies such as the Evil Dead series, the Coen-esque thriller A Simple Plan and the Western The Quick and the Dead before vaulting to Hollywood’s A-list with his Spider-Man trilogy. Having wrapped a return-to-form horror film, Drag Me to Hell (2009), he was looking for a new challenge.

Initially, he had hesitated to read Kapner’s draft, afraid it would color his perception of the masterpiece. But when he read it, he realized, “Oh, it’s not just treading on the good name. It’s its own story, and one that I really liked.”

Roth, who had been Raimi’s neighbor on the Sony lot, was thrilled. “There are very few guys who have both the heart and technical expertise to fulfill this stuff,” he says.

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After he officially joined the Oz enterprise in early summer 2010, Raimi launched into months of work on the screenplay. Entire characters from the original script were eliminated (including a tribe of humanoid knives and forks) and new ones added, among them Knuck (Tony Cox), a Munchkin who doesn’t appear in the novels. “The little people are represented in a good light,” says Raimi. “In the world of 2013 Oz, it’s a multi-ethnic look.”

More crucially, he further refined the character of the Wizard, who also bears the name Oz, and hired Pulitzer Prize winner David Lindsay-Abaire (Rabbit Hole, Rise of the Guardians) to help him. “Sam wanted the story to be more emotionally driven,” says the writer. “It became about a selfish guy who learns to be selfless.”

That guy was younger than Franco had anticipated. “The character was in the 1939 film, but he was an older man,” the actor says. “I was a little less nervous when I realized that I had the freedom to create a new character.”

It was while moving forward that Raimi discovered that Warners, which acquired The Wizard of Oz from MGM for its own library, would not allow him to reproduce anything from that picture. To an outsider, it might seem surprising that the filmmakers would get that far along without knowing about the rights situation. Explains Raimi: “The news didn’t come in all at one time; it came in drips and drops. We’d hear from the legal department. And then we finally realized, ‘Oh no, it can’t look anything [like the archetype].’ ”

Raimi had to reverse course and rely entirely on the 14 Oz-centered books written by Baum and illustrated by William Wallace Denslow in the early part of the 20th century (from which the Judy Garland movie also was adapted), all in the public domain.

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“My first instinct was, there are such iconic images in the Wizard of Oz movie, it would be wrong for us to re-create the Yellow Brick Road or the Emerald City in a different way,” Raimi says. “We had to go 180 degrees in the other direction. I thought, ‘We’re just going to have to make our own Oz.’ “

Because it is a prequel, there are no ruby slippers, no Tin Man, Cowardly Lion, Scarecrow or even Dorothy. There’s just the much younger Wizard; three witches (Kunis, Weisz and Williams) unlike any in the original; and an Emerald City more reminiscent of art-deco architecture than the Victor Fleming picture’s crystalline skyscrapers.

To create this, Raimi hired two-time Oscar winner Robert Stromberg, the production designer behind Avatar and Alice in Wonderland. Together they opted for a combination of actual sets and CGI. “I wanted the actors not to be in a bluescreen stage,” Raimi notes. “I wanted them to be in a real place where they could see and touch the set pieces around them and really feel like they were there.”

When shooting got under way July 21, 2011, Raimi had to accept compromises for financial reasons, particularly in the number of shots he could stage during the 109-day shoot. The CGI for any five-second shot cost some $40,000, he estimates. One exec told him, “Sam, your storyboards have 1,800 shots; you need to cut that to 1,400” — because each shot comprised roughly 70 percent CGI.

They filmed inside a converted General Motors plant in Pontiac, Mich., to get tax benefits that lopped off more than 30 percent of the cost to Disney but meant having to ship in vast quantities of materials, from tons of dirt to special foam for statues and other objects.

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Equally hard, from Roth’s point of view, was scheduling the cast, many of whom had conflicting commitments. Williams had to promote My Week With Marilyn, while Weisz actually left in the middle of production to shoot The Bourne Legacy before returning to Oz weeks later. Says Roth, “Constructing the schedule was like being an air-traffic controller.”

Franco trained with Las Vegas magician Lance Burton. “He came to set for two weeks in Detroit to teach me magic tricks,” he says, “but they didn’t make the final cut.”

At one point, Franco had to leave in the middle of the shoot when his father, Doug, a Silicon Valley entrepreneur, died of a heart attack in September 2011. “We had to stall for three days and shoot with doubles, which was really difficult,” Raimi acknowledges. “Then he came back and had to be peppy and filled with charm and do everything the Wizard does.”

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.”