If all you know of Oz comes from the 1939 MGM classic film, there's still a lot to discover. Though Disney's second stab at an Oz film does occasionally nod to concepts from L. Frank Baum's original books, it's clearly trying to remind you of that musical in every way but the singing. Scratch that -- there's a self-aware moment of that, too, a wink that takes us out of the magic.

But then, that does seem a motif in the script by Mitchell Kapner and David Lindsay-Abaire. Oz himself (James Franco) is as Baum wrote him, a humbug. He plays with artifice as an attempt to keep himself from truly connecting with others, easy enough when you're a traveling carny.

Only one person touches his heart, the homespun beauty Annie (Michelle Williams). Destined to mother Dorothy Gale, Annie believes in the essential goodness of the sideshow magician who will become a wizard, and so naturally she reappears as Glinda the Good Witch of the North in his extended dream of the land that bears his name.

Or is it a dream? That's one of the problems with aping the structure of the movie and not giving in to the fantastical elements of the book. Director Sam Raimi's story wants to have it both ways, as a few characters from the black and white world reappear in altered forms to help shape Oz into, allegedly, a great man. But it also can't be a dream, unlike Judy Garland's adventure, because Oz has to become that figure who helps her, though for copyright reasons he looks different.

Franco believably plays the shades of a man who doesn't know what to do when faced with real emotion. He's a cad who struggles with loving Annie and knowing that she deserves better. Immediately, he falls into the pattern of charming user when he meets the crimson-garbed Theodora (Mila Kunis), a naive witch. Yes, the central conflict of The Wizard of Oz just got reduced to being about a woman scorned by a playa.

Another wicked witch terrorizes the land of Oz, but the now-dead King prophesied that a great wizard bearing the name of the land would come and save them all. Again, the storyline keeps dancing around it, but the humbug does indeed have to be the fulfillment of that prophecy. Never mind that that's an addition to Baum's work that shunts aside the self-reliant Ozma; instead, Glinda the Good Witch should actually be Queen, but for some reason nobody in Oz considers that viable. Pay no attention to the man behind the curtain, indeed.

Much of the logic of the plot goes like that. Theodora's sister Evanora (Rachel Weisz) manipulates the truth as easily as Oz does, and despite the fact that all the leathery-winged baboons come out of the central tower of the Emerald City, everybody thinks they belong to the exiled Glinda. And though we're in 1905, a munchkin (Tony Cox) can still talk with the modern rhythms of every other role Cox has ever played.

The artificial elements of Oz play the most real. Zach Braff voices Finley the winged monkey with a gentle clownishness that keeps the audience engaged. Treated as an animated character, Finley feels more real than most of the citizens of the Emerald City, who look like the cast of Up With People doing an homage to The Wizard of Oz, except they're never allowed to sing.

A nod to Baum's work comes with the China Girl (Joey King), a little living doll who echoes one of Oz's failures in Kansas. She acts much like a real pre-teen girl, though unfortunately the CG artists can never quite settle on a consistent size, nor can Franco make himself look like he's believably holding her.

That may be, unfortunately, a failure on Raimi's part. He's a master of clever shots and attention-grabbing sequences, but it is up to the CG artists to make this world believable. Raimi never commits his actors to something more than show, and as a result, they all keep falling short. The land of Oz should be larger than life, and when a computer paints it, it is.

But Williams' Glinda-guise always seems ill-fitting. Kunis plays a woman so woodenly naive it's amazing Captain Kirk doesn't materialize and try to seduce her out of habit. They're better actresses than that, but Raimi can't get something grand out of them, trusting the script to do it.

Only Weisz really rises to the occasion, and that may be because of her Britishness. She's playing to the cheap seats, and thank heavens. She revels in her wickedness and is one of the only live people from Oz to truly inhabit her character.

The other is Bill Cobbs as the Master Tinker, who may or may not be meant to be responsible for the Tin Man somewhere down the road. (All three characters get vague nods.) Though caught under the same bad fake facial hair as everyone else who plays a citizen of Oz, Cobbs somehow imbues it with dignity, and though yes, he's still playing to a stereotype that fits more to the Kansas side, he gives every scene he's in a charm more effective than Glinda's kiss.

Ultimately, Oz the Great and Powerful is like its title character. Showy indeed, and not without its charms, but it's only illusion. We keep seeing the wires and the puppetry. If Disney takes a third shot at dealing with Baum's work, it would be nice for the studio to remember it really is supposed to be magical.

Derek McCaw