Based on L. Frank Baum's "The Land of Oz" and "Ozma of Oz," "Return to Oz" returns Dorothy to the magical land "somewhere over the rainbow." Inventive in design, and with a sort of hokey grace, it's one of the better kids' movies in a year full of them.

A Walt Disney release, it takes place some time after "The Wizard of Oz." Dorothy (Fairuza Balk) keeps chattering about Oz, so her Aunt Em (Piper Laurie) drags her to a quack (Nicol Williamson) who will electrify the nonsense out of her. Along with a wisecracking hen named Billina, she's spirited out of danger and back to Oz.

In the opportunity society, the new Oz would be an enterprise zone. The yellow brick road is a disintegrating berm of weeds, the Emerald City a Beirut beyond the clouds. Harlequin-clad vandals run free through the city -- they call themselves the Wheelers, because they roll on all fours, like a TV table. The evil Princess Mombi (Jean Marsh) rules the roost, as a proxy for the Nome King (Williamson again). Mombi is headless, but keeps a score of heads in a series of glass cases, choosing one to wear each day, as others might choose a hat; the Nome King is made of rock -- a grotto will take on his features and begin to talk, and sometimes, his whole figure will emerge in all its granitic glory.

Dorothy, little charmer that she is, soon acquires a coterie of misfits: Tik Tok, a windup soldier who looks as if he could moonlight as a samovar; the aptly named Jack Pumpkinhead; and the Gump, a Pegasus jerry-built from a hunting trophy, a couple of sofas and two palm fronds. Together, they're off to do battle with the Nome King and free the captured Scarecrow, Tin Man and Lion.

"Return to Oz" was cowritten and directed by Walter Murch, a fabled film and sound editor; as you'd expect, the movie is briskly edited, the sound complex and carefully organized. There is some nice knockabout ragtime music (by David Shire). The delights of the movie are the Nome King and his subjects, created by Will Vinton through his process of "Claymation" -- human features pop out of a schist of rock, a sneering visage blinks out of a grotto.

"Return to Oz" won't make anyone forget "The Wizard of Oz," or even "The Neverending Story," which it resembles more than a little. The script could be a lot funnier (the wisecracking hen inspires thoughts of roast chicken). Then again, it's as good an excuse as any for treating the family to popcorn. Return to Oz, opening today at area theaters, is rated PG, and may be frightening to very young children.