A carnival magician (James Franco) escapes a tornado in his hot air balloon while in Kansas and lands in a mysterious land. There, he meets many who ask his help in defeating the wickedest witch. Always dreaming of riches and glory, he cannot say no. Also with Mila Kunis, Rachel Weisz, Michelle Williams, Zach Braff and Joey King. Directed by Sam Raimi. [2:10]

SEX/NUDITY 2 - A woman kisses a man's forehead. A man kisses different women in four scenes. A man takes a woman behind a curtain, kisses her and we see shadows of their heads on the curtain in a prolonged kiss.
► A man twice walks into a room as another man and a woman begin to kiss and they stop; the second time, he says the second man's last girlfriend died of a broken heart.
► A beautiful witch tells a magician that her job is to serve him and he replies, "I look forward to being served" as he kisses her hand (nothing else is shown).
► A man and a woman dance beside a campfire at night where they almost kiss, but do not; she removes her jacket, takes down her hair and stares at the man and they continue to dance. A woman and a man embrace; she asks the man to marry her because she received a proposal from another man, but the magician declines and she becomes sad.
► A carnival magician is a "ladies' man," flirting by smiling and giving cheap music boxes to women in order to get them to pay to see his show. A talking monkey tells a man that he hurt an innocent girl by flirting with her; the man says, "She'll get over me; they all do." A woman is heartbroken when her boyfriend jilts her for both of her sisters and she transforms into a screaming, ugly witch in her anguish.
► Three women wear tight-fitting suits and dresses that reveal hourglass figures and cleavage. A woman wears skin-tight leather leggings and her clothed buttocks are shown in close-up after she climbs up a rock to a cave. A woman wears a low-cut gown that reveals cleavage and when the outer bodice is ripped off, the inner bodice reveals a larger amount of cleavage; when she bends over twice we see significant cleavage. A carnival sideshow includes a woman wearing a one-piece bathing suit and tights, revealing cleavage. A carnival muscle man wears tights and a stretchy diagonal cut half-shirt. Several women of all ages in a crowd scene wear necklines that reveal cleavage.

VIOLENCE/GORE 4 - A man and a monkey walk to a misty graveyard at night and encounter a black-cloaked figure that is revealed to be a witch: hundreds of winged baboons chase them through the graveyard and fog until the witch uses a magic wand to make the fog solid and the baboons crash and fall to the ground, unharmed; tall soldiers run into the mist, carrying spears as the man, the witch, the monkey and a china doll girl escape in floating bubbles after jumping from a cliff (they float over tall, sharp crystals to safety).
► A witch gives her sister a drugged apple (please see the Substance Use category for more details) and as the sister cries, her mascara runs and her tears cut grooves into both cheeks; after one bite of the apple, the sister shouts and clutches her chest in pain, she collapses, the camera pans to the first woman and we see the shadow of another witch behind her on the wall as she stands up (we see that the witch has a hooked nose and sharp chin, her fingernails have become long claws and she shakes and cackles).
► Three witches are able to throw energy balls, and one uses red fireballs that leave burn marks on walls, a second uses green lightning bolts and the third uses white lightning bolts: The witch using fireballs knocks several people down with them (no one is injured) and a fireball flies toward the audience, and the other two witches fight with their energy bolts, each falling down several times until one witch rolls away and down a flight of stairs and the second witch changes into a crawling, hunchbacked, yellowed old crone in a tattered dress, screaming in rage; she screams toward the audience, falls through a glass window that shatters, is caught by flying baboons that are under her control and they carry her off into the distance.
► In the sky, black and red clouds gather, courtyard lantern fires go out one at a time, a large hologram of a man's face appears in clouds, a red fireball makes it disappear, but it returns and a green-faced witch screams that that the Yellow Brick Road will run red with the blood of everyone in Oz; she sends a fireball into a tree, destroying it in flames and black smoke, an unmanned hot air balloon falls to the ground and scatters guards and baboons as it bursts into flames and fireworks light up the sky, the man's face and the green witch argue and he sends her away as she screams "NEVER" and "I hate you!"
► Two flying baboons carry a witch to a courtyard and chain her into stocks; two other witches attempt to attack her using fireballs and green lightning, but the chained witch disappears. Hundreds of flying baboons attack scarecrows in a poppy field; they find only straw and they then fall asleep from being drugged. Two scenes feature loud roaring from the skies as people cringe and we see shadows of bat wings on the ground. Several scenes show large bat-winged baboons with huge fangs, screaming at people and attacking with slashing claws (no blood is shed). A few baboons fly toward the audience and hundreds chase a small group of people through a cemetery. Vines entangle a monkey's feet and a man cuts him loose. A lion jumps at a man who tosses a red smoke bomb to make a huge cloud that scares the lion away. A man and a woman run safely across a land bridge that crumbles behind them.
► A large tornado picks up a hot air balloon and tosses it around as a man in the basket falls to the floor, we see pieces of fences and wagon wheels fly past, followed by a hurdy-gurdy playing loudly, sharp pieces of fencing poke through the basket, missing the man, and the hurdy-gurdy flies back and smashes against the basket; in the eye of the storm, pieces of wood float weightlessly, the balloon sails out of the storm past columns of sharp-peaked rock columns and sets down in the rapids of a river that take it over two waterfalls and eventually it lands in two feet of water where a dozen tiny, toothy river fairies bite the man on the legs and thighs as he shouts and a fairy spits water in his face. A witch levitates a man and slams him into a wall to knock over a pile of barrels, but he is unharmed.
► We see a green-skinned, evil witch with golden eyes, wearing black clothing and a pointed hat while cackling in several scenes; her face is very tight and looks like plastic and she chooses a large broom on which to fly and trails black smoke into the sky. Several scenes of black-garbed palace guards, all very tall, feature marching and jabbing the air with long-handled axes with sharp blades and spear points; in one scene, spears fly toward the audience and in a close-up, ax blades are sharpened on grindstones, with sparks flying.
► An audience shouts that they see wires in a magician's levitation trick; he grabs a scimitar and cuts the wires, while the person levitating disappears and he tosses the scimitar to stick into a wall as his assistant sidesteps it.
► A child in a wheelchair wheels forward to a magician during a tent show and asks him to heal her; he refuses and the audience throws food and dishes at him, but he sidesteps the debris and exits the tent, a muscle man chases him and the magician drops through a trapdoor after throwing down a smoke bomb and climbs a rope into a hot air balloon basket (several men chasing him turn around and run away as high winds and black clouds gather and the magician cuts a rope to release the balloon into the storm). In a windstorm, two horses rear up and nearly hit a running man who looks up at the sky and begs to be spared from the storm.
► A man and a monkey walk into a demolished village made up of broken, smoking teapots, windmills and china plates; a talking china doll girl cries, because her legs are broken off and her family is missing and the man puts them back together with glue (please see the Substance Use category for more details).
► We hear that a woman killed her father with poison. A man says that his grandmother was killed in an unnamed battle on the front lines and that his father was a farmer who died facedown in the dirt. A woman tells her sister that she will kill her. A muscle man tells a man that he will tear his head off, but no one is hurt. A china doll girl says, "Let's go kill some witches!"
► A woman is heartbroken when her boyfriend jilts her for both of her sisters and she transforms into a screaming, ugly witch in her anguish.
► Several crowd scenes in a kingdom feature plans discussed for stopping evil witches, accompanied by loud cheers. People invent gunpowder and fireworks, which we see flash and go off in the sky. We see people building automaton scarecrow-farmers that march, carrying sharp hoes, through a field of poppies (please see the Substance Use category for more details) outside an evil witch's castle while a good witch creates fogs to cover the flowers.
► During a tent show, a magician shouts so loudly that he sprays spit across the stage.

LANGUAGE 2 - 2 mild obscenities, name-calling (monkey, fool, suckers, Podunk, con-man, sourpuss, wicked, selfish, egotist, coward), stereotypical references to circus people, magicians, witches, wizards, dwarves, men, women, farmers, politicians, soldiers, inventors, physically challenged children, exclamations (darn you, curse you, shut up), 8 religious exclamations.

SUBSTANCE USE - A field of poppies puts an army of flying baboons to sleep as they land in it (please see the Violence/Gore category for more details), a witch picks up a handful of magic red powder and puts it into a green apple and one bite turns her sister into an evil monster, a woman is hypnotized in a magic act and behaves as if drugged, and a magician calls a bottle of glue a magic potion and uses it to fix the broken legs of a talking china doll. A clown standing off stage in a tent show drinks whiskey from a flask.

DISCUSSION TOPICS - Fantasy, storms, fame and power, good and evil, inventions, personal character building, honesty, integrity, leadership, respect, family, friendship, grief, heartbreak.

MESSAGE - An ordinary man can do great things.