There’s a special place in cinematic history for the 1939 film The Wizard of Oz with its groundbreaking use of color, terrific visual effects and hero’s journey, wherein little Dorothy (Judy Garland) has to travel through a strange land to find her way back home to her farmhouse in Kansas. But truth be told, it’s quite a frightening film too, with lots of dark imagery and scary creatures, notably the flying monkeys.

Creating a prequel was a big task, and capturing the alternating tones of dark, scary and bright, colorful made Oz: The Great and Powerful a significant undertaking. Perhaps surprisingly given the unlikely choice of Sam Raimi as director, it delivers a terrific story, lots of lush special effects, some of the best 3D  since Avatar, and, yes, a film that bounces satisfyingly between sweet and scary.

Oscar Diggs (James Franco), known by his stage name “Oz”, is at the center of the story, a carnival  conjurer who has an eye for the ladies but the heart of a cad. After using a shallow ruse on one girl too many, a furious strongman chases him through the circus, threatening to kill him for touching the strongman’s daughter, and Oz finds refuge in a hot air balloon. Seconds later he’s pulled into a tornado and when he awakes, it’s in the magical, colorful land of Oz he finds himself.

True to the original film, Oz: The Great and Powerful starts out in black and white, a square image on screen that is replaced by the full screen, lush technicolor world of Oz. The effect in 3D is marvelous and the world Oz finds himself sailing through in his balloon and later exploring on foot is stunning.

There are three witches in the film this time, the good witch Glinda (Michelle Williams), the naive – and ultimately evil – witch Theodora (Mila Kunis, in a pretty darn cool transformations) and the scheming witch Evanora (Rachel Weisz). All of them are lovely to look at and all of whom Oz finds himself greatly attracted to. There’s also an amusing winged monkey Finley (Zach Braff) and the wonderful, ready-for-licensing-deals China Doll (voiced by Joey King) to round out the main cast, and they’re all terrific in their roles.

As with the original, this prequel is really about the journey of adulthood, but this time instead of a farm girl from Kansas, it’s a con man who has to find his own strength and courage, his inner truth when he realizes that the good people of Oz need him, whether he believes he can be their powerful wizard and protect them from the evil witch or not.

I really enjoyed the film and will go see it again while it’s in the theater. The story is engaging, the effects are gorgeous (though occasionally a bit unfinished) and the characters, especially China Doll, are sweetly realized. It might prove scary and intense at moments for younger children, but with that caveat, I’d say it’s a must-see nonetheless, perhaps the most visually inventive film of 2013 to date.