Oz the Great and Powerful is a 2013 American fantasy adventure film directed by Sam Raimi, produced by Joe Roth, and written by David Lindsay-Abaire and Mitchell Kapner. The film stars James Franco as Oscar Diggs, Mila Kunis as Theodora, Rachel Weisz as Evanora and Michelle Williams as Glinda.

Based on L. Frank Baum's Oz novels, Oz the Great and Powerful serves as a spiritual prequel set 20 years before Baum's 1900 introductory novel The Wonderful Wizard of Oz and indirectly to the 1939 MGM film, The Wizard of Oz. The film was released by Walt Disney Pictures on March 8, 2013, in conventional 2D, as well as in the Disney Digital 3D, RealD 3D and IMAX 3D formats.

In 1905 Kansas, con artist Oscar Diggs (James Franco) works as a small-time magician in a traveling circus. As a storm approaches the circus, the circus strongman (Tim Holmes) finds out Oscar has flirted with his wife and attacks him. Oscar escapes in a hot air balloon, but is sucked into a tornado that brings him to the Land of Oz. He is found by the witch Theodora (Mila Kunis), who believes him to be a wizard prophesied to overthrow the Wicked Witch who killed the king of Oz. En route to the Emerald City, Theodora falls in love with Oscar, who rebuffs such commitment to her. They also encounter the flying monkey Finley (Zack Braff), who pledges a life debt to Oscar when the latter saves him from a lion.

Oscar reaches the Emerald City where he meets Evanora (Rachel Weisz), Theodora's sister, who is skeptical of Oscar being the foretold wizard. Evanora tells Oscar that the Wicked Witch resides in the Dark Forest and can be killed by destroying her wand, the source of her power. Oscar and Finley are joined en route to the forest by China Girl (Joey King), a young, living china doll whose home and family were destroyed by the Wicked Witch. The trio reach the forest and discover the "Wicked Witch" to be Glinda the Good Witch (Michelle Williams), who tells them Evanora is the true Wicked Witch. Evanora sees this with her crystal ball and manipulates Theodora against Oscar by showing him together with Glinda, saying he is trying to court all three witches. She offers the heartbroken Theodora a magic apple she promises will remove her heartache, which Theodora eats, transforming her into a heartless, green-skinned Wicked Witch.

Glinda brings Oscar's group to her domain of Oz to escape Evanora's army of Winkies and flying baboons. She confides with Oscar that she knows he is not truly a wizard, but believes he can still help them stop Evanora, and provides him an "army" of Quadlings, tinkers, and Munchkins to do it. Theodora enters Glinda's domain and angrily reveals her new, hideous appearance to Oscar before threatening to kill him and his allies with the Emerald City's more well-prepared army. Oscar despairs that his army cannot defeat the Wicked Witches, but after telling China Girl about his exploits, he realizes they can fight using prestidigitation.

Glinda and her subjects use an automated army of scarecrows blanketed by thick fog to trick the Wicked Witches into sending their flying baboons through a poppy field that puts the baboons to sleep. However, two baboons manage to capture Glinda, who is brought to the city square to be executed. Meanwhile, Oscar infiltrates the Emerald City with his allies, only to seemingly abandon them in a hot air balloon loaded with the king's gold, which Theodora destroys with a fireball. Oscar then secretly reveals himself to his friends, having faked his death. Oscar uses a hidden smoke machine and image projector to present a giant, holographic image of his face as his "true" form, and a fireworks display to attack and intimidate the Wicked Witches. Evanora fearfully hides in her castle while Theodora flies from the city on her broom, unable to hurt the "invincible" wizard. China Girl frees Glinda, who defeats and banishes Evanora, destroying the Wicked Witch's necklace that hides her true, crone-like appearance before she is carried off by flying baboons.

The film concludes with Oscar, now king of Oz, using his projector to sustain the belief that he is still a powerful wizard and keep the citizens of Oz united against the Wicked Witches. He also presents gifts to his friends: Master Tinker (Bill Cobbs), who helped build his machines, receives a Swiss Army knife; Knuck (Tony Cox), the grumpy city herald and an ally of Glinda, receives a mask with a smiley face; the long-suffering Finley receives Oscar's friendship; and China Girl accepts her friends as her new family. Finally, Oscar takes Glinda behind the curtain of his projector and kisses her.