I grew up (like every other person in America)with memories of the 1939 musical--but even as a kid I hated the fact that the MGM musical messed so much with the dangerous and frightening aspects of Oz, turning everything into a candy-coated Technicolor dream.

Thus, when I finally saw RETURN TO OZ (based on two books, OZMA of OZ and THE LAND of OZ), I realized that the filmmakers had actually sat down and read the books. Gone were the happy go-lucky images of a very safe place (was Judy Garland's Dorothy ever truly in danger?!?) and in its place was a fairyland full of dark dreams, scary villains, and entirely unique characters. And yet, most of America kept asking, "Where's the Munchkins?"

In fact, the film critic for our local paper so trashed the film on its release that I (as a lowly high school sophomore) wrote him a detailed letter explaining what he had missed in the film by spending all his time comparing it to the MGM film. He (like most of America) missed some wonderful moments: Fairuza Balk's film debut as a real, brave, and sometimes scared little girl being called on to save an entire country from extinction, the Oscar-nominated special effects that brought to life characters that had only existed on paper (like Tik-Tok, Jack Pumpkinhead, and the Nomes), and the great performances by British actors Nicol Williamson and Jean March as the villains.

Walter Murch and his team got everything right with this one, even down to character design: look at how closely the Oz chracters (Tik-Tok, the Scarecrow, the Tin Woodsman, etc.

1) Its perfect casting - especially Fairuza Balk as the extremely naive and innocent 15-year old Cecile. You must watch this movie to find out just how wonderfully charming and adoring she is. By comparison, Uma Thurman's "Cecile" in "DL" seems too old and sophisticated for the character. Annette Benning is also brilliant as the calculating and scheming "de Merteuil". In "Valmont", de Merteuil appears more human - she shows both her good and bad sides i.e. she's not ALL bad/evil like Glenn Glose's portrayal of the character in "DL". Colin Firth also makes for a more likeable and dashing Valmont than John Malkovich in "DL". I find Glenn Close and John Malkovich's portrayals to be too "scary" for anyone to be genuinely attracted to them. Their characters seem a little too cold and "serpent-like" to me.

2) The sets, cinematography and costumes in "Valmont" are more lavish and beautiful than in "DL". In "Valmont", there are more out-of door scenes e.g. the very lovely scene in the park where Valmont (Colin Firth) manages to coax the shy and proper Mdm de Tourveil (played by the luminous Meg Tilly) to get on the horse with him where he then proceeds to teach her archery, and the ensuing dance-and-picnic scene. In "Valmont", Cecile also plays the harp and sings a couple of beautiful songs.

3) A better screenplay and a more natural dialogue. This adaptation is also more detailed and thorough, and has more humour.