Return to Oz: the dark Disney sequel that scared a generation of kids

Disney’s Return to Oz hit theaters on June 21, 1985, with shock therapy, Wheelers and a head-swapping witch. Here’s how it got made, why it flopped and how its Dorothy later played a witch.

If you saw Return to Oz as a kid, you probably still remember Princess Mombi’s closet full of heads.

Disney’s 1985 sequel to “The Wizard of Oz” skipped the songs and went straight for the nightmares. Dorothy nearly gets shock therapy in the first 15 minutes, and things get stranger from there.

It flopped in theaters, then built a cult following over the years. Now it’s streaming on Disney+. Here’s the full story, including the girl who played Dorothy and later became one of the most famous movie witches of the 1990s.

What is Return to Oz about?

Back in Kansas, nobody believes Dorothy Gale’s stories about Oz. Her aunt and uncle worry she has psychological problems and send her to an institution, where she’s about to get shock treatment, according to D23, Disney’s official fan club.

A lightning storm lets her escape down a river, and she wakes up in Oz. But Oz isn’t the place she remembers. The Emerald City is in ruins, and the land is now ruled by the Nome King and the wicked Princess Mombi, D23 says.

Dorothy gets help from a strange new crew: Tik-Tok, a mechanical man; Billina, her talking hen; Jack Pumpkinhead; and the Gump. Together they head to the Nome King’s mountain to save the Scarecrow and the rest of Oz.

The movie is based on two of L. Frank Baum’s books, “The Land of Oz” (1904) and “Ozma of Oz” (1907), according to the AFI Catalog.

Fairuza Balk played Dorothy. Nicol Williamson played both the Kansas doctor and the Nome King, and Jean Marsh played both Nurse Wilson and Princess Mombi, D23 says. Piper Laurie played Aunt Em.

Why did Disney make a Wizard of Oz sequel?

The idea goes back to Walt Disney himself.

On Nov. 16, 1954, Walt bought the rights to 11 of Baum’s Oz books from the author’s son, Robert S. Baum, according to D23. He later bought a 12th title for almost as much as he’d paid for the first 11.

Walt planned a live-action musical called “The Rainbow Road to Oz” and even previewed it on a 1957 episode of his TV show. But by February 1958, the project was dead. D23 says Walt was frustrated with the script and designs and may not have wanted to compete with MGM’s 1939 movie, which was getting new fans on TV.

More than 20 years later, filmmaker Walter Murch pitched Disney on an Oz movie that stuck closer to Baum’s books, The Hollywood Reporter reported. Disney’s hold on the Oz books was about to run out, so the timing worked, Inverse and /Film noted.

One catch: the famous ruby slippers came from MGM’s movie, not the books, where they’re silver. Disney paid a fee to use them, both outlets reported.

Who directed Return to Oz?

Walter Murch, and it was his first time directing a feature, according to the AFI Catalog.

Murch was already a big name behind the camera. He’d worked on “The Godfather” and “The Conversation” and won an Oscar for sound on “Apocalypse Now,” The Hollywood Reporter noted. He also co-wrote George Lucas’ first feature, “THX 1138.”

He brought in several “Star Wars” crew members to build Oz, including production designer Norman Reynolds, THR reported. Brian Henson, Jim Henson’s son, handled puppets including Jack Pumpkinhead, and voiced him, too.

Then the shoot ran into trouble. About five weeks in, the production was behind schedule and Disney didn’t like what it was seeing, so it fired Murch, THR reported.

Lucas heard about it and flew from Japan to the London set to change Disney’s mind, according to THR. He told the studio that if Murch didn’t deliver, Lucas himself would make sure the movie got finished. Disney brought Murch back.

Lucas returned to the set several more times, and Steven Spielberg and Francis Ford Coppola also went to London to consult, the AFI Catalog says. The end credits include a special thanks to Lucas.

Who played Dorothy in Return to Oz?

Fairuza Balk. She was 9 when Disney picked her out of about 600 girls, according to the AFI Catalog, and 11 when the movie premiered.

She held her own at the premiere at New York’s Radio City Music Hall, where ET caught up with her. Balk said she’d seen “The Wizard of Oz” 16 times. She also said she was “very very very very very sick and tired” of being compared to Judy Garland.

“I’m not competing with her,” Balk told ET. “I think she was probably a wonderful lady. She did a wonderful movie, and now I’m doing a wonderful movie.”

Asked whether her movie compared to “Star Wars,” she wasn’t having it: “Star Wars is space. This isn’t space, this is Oz.”

How did Dorothy end up playing a witch?

Eleven years later, Balk played Nancy Downs, the scariest member of the teen coven in “The Craft” (1996). The role earned her a Saturn Award nomination, Bloody Disgusting noted.

That’s where the rumors started. While preparing for the role, Balk did her research at an occult shop in Los Angeles. When the owner wanted to retire and the shop was about to become a restaurant, Balk bought it, she told EW in 2017, as Bloody Disgusting reported.

“The true story is I found this occult shop in L.A. and I used to go there to ask them questions and do my research,” Balk said.

She didn’t want the place to disappear. “So I bought it and put some work into it and helped it survive,” she said.

Fans took that as proof she was a real-life witch. Balk has said that isn’t the whole story.

“You can tell the truth and talk to people but they want to believe what they want to believe,” she said. “What can you do?”

She added that she’s no longer involved with the shop: “It was a very long time ago.”

So yes, Disney’s Dorothy grew up to play one of the most famous witches of the ’90s. She also came back to Disney for Touchstone’s “The Waterboy” (1998), where she played Vicki Vallencourt, according to D23.

Why is Return to Oz so scary?

Pick a scene.

There’s the opening at the clinic, where Dorothy is about to get electroshock treatment. There are the Wheelers, Mad Max-style henchmen who roll around on wheels instead of hands and feet, Inverse noted.

Princess Mombi keeps a collection of heads and swaps them out “like a pair of shoes,” as /Film put it. Jean Marsh, Sophie Ward and Fiona Victory all played her heads, according to Inverse.

Then there’s the Nome King, a villain made of rock. He was brought to life partly with stop-motion clay animation, which gives him an unsettling look, Inverse said.

/Film counted him among the movie’s biggest sources of “nightmare fuel.”

Did Return to Oz flop?

Yes, at least at first.

Disney pushed to keep the budget below $20 million, the AFI Catalog says, citing trade reports at the time. The movie opened on Friday, June 21, 1985, and premiered that same day at Radio City Music Hall, with the Rockettes performing before the screening.

After 24 days in about 1,200 theaters, it had made only about $10 million, according to the AFI Catalog, citing Box Office magazine. Critics weren’t kind, either.

It did get one big honor: an Academy Award nomination for Best Visual Effects, for Will Vinton, Ian Wingrove, Zoran Perisic and Michael Lloyd, according to D23.

Where can you watch Return to Oz?

It’s streaming on Disney+. The movie is rated PG and runs about 1 hour and 50 minutes.

The movie’s trailer is on YouTube:

What are some fun facts about Return to Oz?

Tik-Tok’s actor walked backward. Michael Sundin bent over, locked himself into Tik-Tok’s round body and walked backward, watching where he was going on a tiny TV, ET reported.

Jack Pumpkinhead had dance moves. The very thin Stewart Larange, a top “body popper” dancer in the U.K., played Jack’s body, according to ET.

They filmed near Stonehenge. Most of the movie was shot on stages at Elstree in England, with extra location work on Salisbury Plain, home of Stonehenge, D23 says.

Walt’s version is a lost Disney movie, too. “The Rainbow Road to Oz” never got past that 1957 TV preview, which makes it a cancelled Disney movie in its own right.

Article compiled with the help of the Pirates & Princesses newsroom.

Pirates and Princesses is your destination for Disney news, theme park updates, and the pop culture you love. From Disney cruises and travel tips to Disney fashion, food, collectibles, and movie news, PNP covers it all. Visit us at piratesandprincesses.net for daily coverage. Follow PNP on Facebook and Instagram, and listen to the Pirates & Princesses podcast on Apple Podcasts and YouTube.

Hat Tips:

• D23 Disney A to Z: Return to Oz and Fairuza Balk entries

• AFI Catalog of Feature Films: Return to Oz (production history, budget, casting and box office, citing trade reports from 1983 to 1985)

• Seth Abramovitch, The Hollywood Reporter, April 4, 2024: How George Lucas saved Return to Oz

• Dais Johnston, Inverse, June 21, 2025: Return to Oz at 40

• Rafael Motamayor, /Film, Feb. 17, 2020: Revisiting Return to Oz

• David Weiner, ET, March 5, 2013: Return to Oz flashback with Fairuza Balk, from the 1985 premiere

• John Squires, Bloody Disgusting, Oct. 23, 2017: Fairuza Balk on the occult shop, citing her EW interview

• Disney+: Return to Oz title page

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