Michelle Williams, Mila Kunis, Rachel Weisz: 'Oz' Costume Designer Spills Bewitching Secrets

Evanora, Glinda and Theodora

Costume designer Gary Jones was tasked with creating the costumes for the film's three witches. The final version of Glinda the Good Witch's gown took three months to create and consists of 39 yards of concentric layers of tulle, china silk, shimmer sheer, crinoline and countless tiny pearls. Michelle Williams plays Glinda in the film.

It's not easy to compete with the beloved 1939 original film. But costume designer Gary Jones was thrilled to bring the young witches to life in Sam Raimi's prequel.

It’s hard to imagine a more daunting task for a costume designer than to reimagine the iconic gown worn by Glinda the Good Witch in the timeless children’s classic The Wizard of Oz.

But that’s what fell to Gary Jones, costume designer for Sam Raimi’s  new Oz the Great and Powerful, who had previously worked with Raimi on Spider-Man 2.

PHOTOS: Oz: The Great and Powerful: How Sam Raimi Brought the Legend Back to Life

"The gown for Glinda (Michelle Williams) was the most challenging because we already knew Glinda,” Jones explains. “Everyone remembers seeing her arrive in that bubble wearing that enormous ball gown in the 1939 film. It was a spectacular costume and the idea of competing with that … I just wanted it out of my head.”

It took over three months to create the final version of Glinda’s shimmering, opalescent dress -- consisting of 39 yards of concentric layers of various weights of tulle, china silk, shimmer sheer, an open weave crinoline fabric and countless tiny pearls.

And everyone had suggestions. along the way. “Sam was always totally involved,” says Jones, who shared an Oscar nom with Ann Roth for costumes on the 1999 film The Talented Mr. Ripley. “We would show Sam things and he would say, ‘Could I see the leg more?’ And we would produce another version. ”

“We spent a lot of time working on it,” recalls Williams. “To the point where we even pushed shooting for a day to focus on the feel and the flow of Glinda’s costume. I wanted Glinda’s first dress to look like water, to feel dainty and delicate. And when she changes for the battle scene, it needed to be more appropriate so she could run and walk but still have a feminine shape. “

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

There were 10 identical versions of her first gown made and 20 of her more active final battle dress, which had beaded sleeves and armor made of real cog feathers dipped in silver leaf and individually glued on.

Jones also had to deal with the 360-degree visuals required for 3D technology and structured, delicate costumes that also had to fly around 35 feet in the air.

“Flying takes a real toll on an outfit,” Jones explains with a grin. “We knew the witches Evanora (Rachel Weisz) and Theodora (Mila Kunis) would fly and about Glinda’s bubbles. So all their outfits were fit for flying in that they had openings for wires and safety straps, whether you were aware of it or not.”

As for the 3D dilemma, “We always try to make costumes that you can see from every angle and up close. My theory is, if you think it should be changed when you look in the mirror in the fitting room, do it then. It’s not going to get better, especially when it’s in 3D and its flying right at you.”

STORY: MIla Kunis, Michelle Williams, Rachel Weisz: Which Witch Was Most Wicked at the 'Oz' Premiere (Poll)

Jones relied on the character sketches created by award-winning German artist Michael Kutsche, who also designed characters for Tim Burton’s Alice in Wonderland. And Kutsche himself was inspired by the original sketches in Baum’s books.

Because the only thing film audiences ever saw of the Wicked Witch of the South were her ruby shoes after Dorothy Gale dropped a house on her, Jones had free reign with Evanora’s emerald green and black elegantly evil costumes.

“I’ve never done a film where the costumes were as important,” says Weiss. "Evanora was like an old-school female villain from the '30s and '40s films. And my emerald green gown felt like a cross between a glamorous queen and a military bird of prey."

An apt description for the gown that has feathered epaulets, a high feather collar and turns black as pitch when Evanora reveals her true self.

STORY: Comic-Con 2012: 'Oz' Cast, Crew Talks About Bringing Back Beloved Fairy Tale (Video)

Theodora also has a dramatic transformation in the film. Suffice to say that her very low-cut black leather bustier is far more revealing than anything worn by Margaret Hamilton in the 1939 movie. 

In the final flying scene, Theodora's skirt is cut in a honeycomb so it could spread out when she flies on her broom. Her stretch leather sleeves let her move more freely and the leather corset has flexible metal boning so she could fly around with ease.

“You won’t get through airport security wearing this leather corset,” Jones warns. Darn good thing Theodora can always use her broom.