In the movies' version of March Madness, Sam Raimi turns out to be a much better Tim Burton than Bryan Singer. Unlike "Giant Slayer" Singer, Sam's got a sense of humor. Taking on a prequel to the fairytale that frightened generations, Sam does scary. And does it well.

"Oz the Great and Powerful" is a winning back-engineering of the Oz fantasy, a "How the Wizard got to be wonderful" romp that is a stunning update "The Wizard of Oz's" effects, and the most gorgeous use of 3-D since "Alice in Wonderland."

Screenwriters Mitchell Kapner and David Lindsay-Abaire manage just enough whimsy to make the movie's two hours pass without irritation. Raimi, having cut his teeth on horror and brought "Spider-Man" to life, was the right guy to make this emerald-tinted world pop off the 3-D screen.

But the cast, plainly packed with second or third choices, lets it down. Is there anything in James Franco's past that suggests larger-than-life, a fast-talking, womanizing con-man?

Intrigues? The witch Theodora (Mila Kunis, never prettier) is smitten with him, her sister Evanora (Rachel Weisz) is jealous. They want the wizard to rid Oz of the Great Menace, Glinda (Michelle Williams), which Oz, easily bribed, agrees to do.

Sidekick? That would be Finley, a flying monkey Oz saves, who then owes a "life debt" to the pretend-wizard. He's amusingly voiced by Zach Braff.

Oz must trek and travel by bubble through the far corners of Oz and sort out who the real villain is and how to fight the hideous, 3-D flying baboons who have supplanted the flying monkeys.

Franco, as Oz, turns on the charm and oozes insincerity as he passes on what he's learned, conning small-town tent-show audiences -- "Lies, the stepping stones on the road to greatness."

But the witches -- an Oscar winner, an Oscar nominee and a Golden Globe nominee among them -- haven't the necessary vamp to make these conjurers sing. A trip to "Wicked" would have helped.

Even with the stunning production design -- done by "Alice in Wonderland" Oscar winner Robert Stromberg -- which starts our story in a black-and-white Kansas, where humor and pathos pop up, even with Danny Eflman's playful score, this "Oz" starts to drag in under an hour.

But fear not. Uncle Sam knows what you want. And when he's done giving a new generation of tykes frights about apes that fly in the night, he'll cover it all. If it isn't Oz without Dorothy and those ruby red slippers, he'll at least do justice to L. Frank Baum's malleable wizarding world and give us an Oz worthy of our times.