“The Best Movies You’ve Never Heard Of” is a series of articles devoted to little-known movies of exceptional quality that dedicated film buffs may be aware of, but have somehow fallen through the cracks of the general public’s awareness.

For decades, The Wizard of Oz, MGM’s 1939 adaptation of L. Frank Baum’s classic fantasy novel The Wonderful Wizard of Oz, was one of two films that stuck in the craws of the suits running Walt Disney Pictures as a movie “we should’ve made.” (The original 1977 Star Wars was the other one. Of course, Disney now owns the Star Wars franchise.) Ironically, MGM was inspired to make The Wizard of Oz when Disney’s first animated feature, Snow White and the Seven Dwarfs (1937), became the highest-grossing movie to date. The Wizard of Oz did respectable business at the box office, but because of its gargantuan budget (it was Hollywood’s most expensive film at the time), it needed to be a megahit to make a profit. (It wasn’t until The Wizard of Oz started being broadcast on television that the film finally went into the black.) Eventually, it seemed as though MGM had the ultimate laugh at Disney’s expense in that The Wizard of Oz became a much bigger cultural icon among subsequent generations (beginning with the baby boomers) than Snow White, and also that Disney’s attempt at doing their own Oz movie, Return to Oz, was a major financial flop in 1985, particularly due to critics and audiences’ unfavorable comparisons with the MGM film. Still, the day may yet come when Disney has the last laugh after all because Return to Oz has built up a loyal following in the almost three decades since its release and has been increasingly acknowledged as the screen’s most faithful adaptation of Baum’s work.

Make no mistake; MGM’s The Wizard of Oz was a remarkable achievement, albeit one that’s gotten too much credit for what it isn’t and not enough credit for what it is. In the latter category, although the honor was usually misattributed for half a century (mainly by theater snobs) to Rogers & Hammerstein’s Oklahoma!, The Wizard of Oz was the first “integrated musical.” Practically all of the songs by Harold Arlen and E.Y. “Yip” Harburg serve to move the story forward, even the Cowardly Lion’s solo comic number “If I Was King of the Forest.” (The only exception is “Somewhere Over the Rainbow,” which is one reason it almost got cut before the film’s release.)

While The Wizard of Oz is a great musical comedy, it is, however, neither a great fantasy film nor a faithful rendition of Baum’s literary vision. Despite the innovative use of Technicolor, Victor Fleming’s bland, pedestrian direction was too heavy-handed and literal to capture the sheer wonderment of such genuinely inspired cinematic flights of fancy as Raoul Walsh’s The Thief of Bagdad (1924), James Whale’s Bride of Frankenstein (1935), Max Reinhardt and William Dieterle’s A Midsummer Night’s Dream (1935), and Jean Cocteau’s Beauty and the Beast (1946). Return to Oz, on the other hand, is the great live-action fantasy film that Disney always wanted to make, but could never quite pull off.

In addition to negative comparisons to MGM’s film in reviews of Return to Oz, the other main complaint was that the movie was “too dark” to be suitable entertainment for children. These complaints only proved that most of the critics had never actually read any of Baum’s original Oz novels. (And apparently they’d forgotten that The Wizard of Oz was considered pretty frightening for a children’s movie as well. Flying monkeys, anyone?) Indeed, the most nightmarish elements of Return to Oz (the Wheelers, the hall of living disembodied heads, the deadly desert, the Nome King’s underground world) were taken directly from the film’s main source, Baum’s third Oz book Ozma of Oz. (There were also some elements borrowed from the second Oz novel The Marvelous Land of Oz.)

Return to Oz remains the only movie directed by award-winning film editor and sound designer Walter Murch. In a 2000 interview with Film Freak Central’s Bill Chambers, Murch recounted how he’d inadvertently initiated the project: “I had been approached by Disney in 1980—they had pulled my name from a shortlist of people who were doing interesting things in film and might someday direct. I went down to LA for an interview with Tom Wilhite—it was just a fishing expedition on both of our parts. But one of the questions he asked was, ‘What are you interested in that you think we might also be interested in?’ and I said, ‘Another Oz story.’ I had grown up with the specific books on which Return is based, The Land of Oz and Ozma of Oz—in fact they were the first ‘real’ books I ever read on my own. And Tom sort of straightened up in his chair, because it turned out, unbeknownst to me, that Disney owned the rights to all of the Oz stories. And they were particularly interested in doing something with them because the copyright was going to run out in the next five years. So, we went through the usual developmental phases: I wrote a treatment with Gill Dennis, they liked it, I wrote a script with Gill and they liked that, and eventually, much to my amazement, I was in England on a soundstage saying ‘Action!’ with all of these Oz creatures around me.” (At one point, when the filming was falling behind schedule and over-budget, Disney fired Murch off the project, but his friend George Lucas went to bat for him, praising the footage shot so far and convincing the suits to rehire Murch.)

The unenviable task of playing Dorothy Gale, a role forever inexorably linked with Judy Garland in the minds of most filmgoers, was given to a young 11-year-old actress making her film debut, Fairuza Balk. (At least, Falk was closer to the age of her literary counterpart than the then-16-year-old Garland, who famously had to have her breasts bound for the part.) In that same interview, Murch detailed the difficulties Balk faced: “There were 114 days of shooting, which is a lot, and the character of Dorothy, played by Fairuza Balk, is in almost every shot. She was absolutely great, a fantastic ally in the making of the film, but there are laws in England and the United States that limit the amount of time you can shoot with a child actor, so it put great strains on how much we could do each day. Add on top of that all of the creatures she was with—puppets and claymation and animals… All of the claymation was done in post-production, so when Fairuza had to act with the nomes, she was just looking at a piece of tape on a wall, having to imagine it as something else.” (In addition, Balk did all of her own stunts.)

Joining Balk in the cast were veteran character actors Piper Laurie (as Aunt Em), Matt Clark (as Uncle Henry), Jean Marsh (as Nurse Wilson and Mombi the Witch), and Nicol Williamson (as Dr. Worley and the Nome King). (Since the film was made in the UK, mainly at Elstree Studios, the other roles were played by lesser-known British actors, or in several cases, physically played by expert stunt performers and dubbed by voice actors.) As the dual roles indicate, Return to Oz did borrow some motifs from the MGM film. Disney even paid MGM for the right to use the “ruby slippers” as Dorothy’s magical shoes, as opposed to the “silver slippers” that appeared in Baum’s original novel.

The technical team recruited by Murch was particularly impressive. The film’s executive producer was Gary Kurtz, best known as the producer of the first two Star Wars movies. (By most accounts, Kurtz’s hands-on supervision of the second Star Wars film, The Empire Strikes Back, was responsible of it being the gem of the series.) Production design was by Norman Reynolds, art direction was by Charles Bishop and Fred Hole, the costumes were designed by Raymond Hughes, and, per Murch’s instructions, they closely modeled their work on the original illustrations by John R. Neill, the definitive Oz artist. (Neill’s contributions to the Oz books continued even after Baum’s death and Ruth Plumly Thompson took over as the official chronicler of the Oz adventures.) The cinematography was by David Watkin with uncredited assistance from Freddie Francis. (Unlike MGM’s film, which was filmed entirely on studio soundstages, all of the exteriors for Return to Oz where filmed on outdoor UK locations, with Wiltshire’s Salisbury Plain standing in for Kansas.)

Return to Oz was made before the advent of CGI, utilizing practical effects instead, including animatronics and stop-action animation or “Claymation,” to be exact, with Will Vinton’s Studios providing the latter. As an example of the difficulties in depicting inhuman characters in those pre-CGI days, in order to enact the role of Tik-Tok the Clockwork Man, actor/contortionist Michael Sundin was forced to bend over to lock himself inside Tik-Tok’s circular torso and had to walk backwards while watching where he was going via a mini TV set. (Sean Barrett provided Tik-Tok’s voice.)

Music is crucial to fantastic films and Return to Oz’s symphonic score couldn’t have been in better hands than David Shire. Shire’s most notable previous works were his 40s jazz score for Dick Richards’ Farewell My Lovely (1975) and minimalist solo piano score for Francis Ford Coppola’s The Conversation (1974). (Murch also worked on The Conversation, earning an Oscar nomination for sound montage editing.) For Return to Oz, Shire outdid himself and the resulting score remains his masterpiece. As Shire explained to David Kraft in a 1986 interview for CinemaScore, “I wanted the score to have a truly American flavor and, even though symphonic, to employ various interesting smaller combinations within that texture.” Taking his cue from the film’s setting in 1899, Shire utilized styles from that period. His theme for Oz, for instance, was a ragtime march. And for Tik-Tok’s theme, Shire used a brass quintet, “which related to Tik-Tok’s metallic rotundity,” as he put it.

As Return to Oz opens, Dorothy has been suffering from insomnia in the six months since her adventure in Oz and sits indoors all day rather than playing outside with her dog Toto. (Keeping with the continuity of the original books, the kingdom of Oz actually does exist, unlike the MGM film, where it was just a dream Dorothy had.) Needless to say, Aunt Em and Uncle Henry are convinced that Dorothy’s tales of Oz are a delusion brought on by the traumatic experience of the cyclone that did severe damage their Kansas farmhouse. (Even Dorothy finding a metal key with an Oz glyph the morning after a shooting star appears over the farm fails to convince them.) Adding to the Gale family’s woes are a mortgage due and the inability of their hen Billina to lay eggs since the cyclone.

Finally, Em decides that Dorothy needs some professional help, so she takes her to the clinic of Dr. Worley. Despite the Doctor’s deceptively smooth bedside manner, it soon becomes clear that the treatment he’s recommending for Dorothy is a primitive version of electroshock therapy. Worley becomes even more insufferably patronizing after hearing Dorothy’s matter-of-fact account of the Tin Woodman’s rather gruesome origin (taken verbatim from Baum’s The Wonderful Wizard of Oz). “Well, I think I know just the thing to cheer Dorothy up,” he heartily proclaims while showing off his device. “This electrical marvel will make it possible for you to sleep again and will also get rid of those bad, waking dreams that you’ve been telling me about.”

Left by Em to spend the night in the clinic (with the promise of bringing Toto with her when she returns in the morning), Dorothy is taken in hand by Nurse Wilson, a stern, unsmiling woman dressed entirely in black. While in the waiting room, Dorothy meets a mysterious young girl (Emma Ridley) who’s the same age she is. The girl hints that there is more to Worley’s clinic than meets the eye, a cryptic warning that is supported by the sounds of screams coming from another room. The girl then disappears and Nurse Wilson returns with a gurney and a couple of sinister orderlies. Dorothy is strapped down to the gurney and taken to the room where the therapy is to be applied.

Fortunately, before Worley’s machine can administer its electrical charge to Dorothy, a sudden thunderstorm knocks out the power. Wilson leaves the room to attend to screaming patients while Worley goes to check the generator. The mysterious girl reappears, unstraps Dorothy from the gurney, and the two of them flee the clinic in the midst of the raging storm, pursued by a furious Wilson. The girls fall into a river and are separated as the rushing waters sweep them away in its currents. A battered chicken coop passing by in the water provides Dorothy with a makeshift raft as she floats away into the night.

The next morning, Dorothy awakens to find the coop in an overgrown puddle surrounded by desert sands with a green, grassy meadow just a few yards away and an unusually voluble Bellina (voiced by Denise Bryer) clucking away next to her.

Dorothy: (waking up) “What’s that?”

Bellina: “Oh, I was just trying to lay my egg, that’s all.”

Dorothy: “Bellina?”

Bellina: “Who else?”

Dorothy: “What are you doing here? Have you been here all night, too?”

Bellina: (sneezes) “I’ve never been so wet in my whole life… How big is this whole pond anyway?”

Dorothy: “I don’t think it’s a pond, Bellina.” (standing up and looking around.) “Maybe it is a pond.”

Bellina: “Told you so.”

Dorothy: “Where did all of the rest of the water go?”

Bellina: “Where did Kansas go?” (looking around) “Some place for a chicken.”

Dorothy: “When did you learn to talk, anyway? I thought hens could only cluck and cackle.”

Bellina: “Strange, ain’t it? How’s my grammar?”

Dorothy: “If we were in the land of Oz, your talking wouldn’t seem strange after all.”

Bellina: (watching the last of the water dry up) “There goes the rest of the water. High and dry.”

Dorothy: (awestruck) “Oz!”

Bellina: “Hmmm?”

Dorothy: “Maybe this is Oz!”

Bellina’s about to jump down from the coop and hunt for some breakfast when Dorothy realizes that, if they are indeed in Oz, then the sands surrounding them are the “deadly desert” and that anything that set foot on it turns to sand itself. Luckily, there are enough rocks nearby to allow Dorothy to use them as stepping stones to the safety of the verdant area beyond. As Dorothy carries Bellina from rock to rock, we hear the first few solo piano notes of Shire’s Oz theme in addition to be introduced to the first example of Vinton’s Claymation in the form of a couple of those stepping stone sprouting eyes to spy on the newcomers.

For those who haven’t seen Return to Oz, I won’t spoil the subsequent adventures that Dorothy and Bellina embark upon during their stay in Oz. Suffice it to say that they encounter an impressive array of thoroughly loathsome enemies and steadfastly loyal companions who become their allies against the villains. The bad guys include a witch named Mombi, who, among her magical powers, is the ability to wear different heads like someone wears a different hat every day and keeps a supply of disembodied heads in glass cases in a hall in her palace; the Wheelers, a malevolent group of creatures who travel around on the wheels they have rather than hands and feet; and the Nome King, who has kidnapped several citizens of Oz (including the Scarecrow) and transformed them into trinkets for his underground lair while turning the remaining Oz denizens (including the Tin Woodsman and the Cowardly Lion) into stone statues. The more trinkets the Nome King acquires, the more he transforms from living rock to an increasingly humanoid form.

The good guys include the aforementioned Tik-Tok the Clockwork Man, a mechanical being made of burnished brass who serves as a one-man Royal Army of Oz; Jack Pumpkinhead (played physically by rail-thin “body popper” dancer Stewart Larange and voiced by Brian Henson), a boy with a Jack O’Lantern head and body consisting of wooden twigs made living by Mombi’s Powder of Life;  and the Gump (voiced by Lyle Conway and manipulated by puppeteer Steve Norrington), another creature animated by the Powder of Life consisting of two sofas tied together for a body, large palm tree fronds for wings, and a mounted moose’s head for its head. (Dorothy and Jack create the Gump as a way of escaping from Mombi’s palace after she makes them prisoners there.) Other familiar Oz regulars can be briefly glimpsed in the climatic celebratory sequence, including the Patchwork Girl, the Shaggy Man, and Prof. H.M. Wogglebug. We also learn the true identity of the young girl who befriended Dorothy at the clinic in this scene.

As mentioned before, the reputation of Return to Oz has grown over the years. Iconic fantasy writer Harlan Ellison singled the film out for especially effusive praise (and defense) in his book Harlan Ellison’s Watching: “Return to Oz is smashing! For those of us who are familiar with the Oz canon of L. Frank Baum and those who lovingly continued the history of that special wonderland—even though we adore the MGM classic, watch it again and again, and know a masterpiece when we (and posterity) see one—the Judy Garland musical was hardly the definitive interpretation… No, my readers, turn a deaf ear to the boos and catcalls of the trendy critics who refuse to judge this absolutely marvelous film on its own merits. Take your kids, let them scream, let your eyes drink in marvels. Return to Oz is everything we hoped for.”

Return to Oz was first released on DVD by Anchor Bay in 1999. That release is no longer available, but Disney Home Entertainment issued its own DVD of the movie in 2004. A reviewer on a site called DVD Dizzy offered this appraisal of the Disney version: “Disney’s DVD release is a step-up from Anchor Bay’s now out-of-print disc, and presents the film with high quality video and audio, and even a nice little helping of extras.”