The first thing all of us thought upon seeing the first teaser for Oz the Great and Powerful late last year, was, “That movie’s going to have some amazing costumes.” And we were right.

On a recent trip to California to check out some HSN Oz merch, I also got to see the movie, fawn over some of the main characters’ costumes in person, go to a press conference with the actors and director, and chat with the film’s costume designer, Gary Jones.

But first some background and fun facts: The film, directed by Sam Raimi, portrays Oz’s background and tells the story of how he came to be the Wizard, meaning it takes place long before Dorothy came along in the 1939 film and includes never-before-seen characters. There are over 2,000 costumes, clothing over 1,500 actors. German artist and illustrator Michael Kutsche, who has worked on films like Alice in Wonderland and John Carter, conceptualized the witches’ wardrobes and collaborated with Jones on designing the costumes, turning to L. Frank Baum’s Oz novels for inspiration.

James Franco, who we hear had a hand in the design of his bespoke turn-of-the-century suit, said of his costume in a bit of a smart-ass statement, “I only have one look in this film, a three-piece suit that Oz wears in Kansas. I think it’s safe to say that was my favorite outfit in the film.”

The starting point for the glittering gown worn by Evanora, played by Rachel Weisz, was the Art Deco-inspired, mostly green architecture of Oz. “The costumes are very fantastical and very heightened. It’s a complete transformation,” Weisz said. When asked at the press conference whether she inquired about keeping her costume, she replied, laughing, “I don’t know where I would wear that dress. I don’t have the right life for that dress. I would like to have that life,” though we’re pretty sure if anyone had that life, it would be her.

Of Glinda’s sweet and demure costumes, Michelle Williams said, “When we first meet Glinda, she’s more demure, cloaked in these very delicate fabrics. Then, as the battle dawns, she has a wardrobe change and appropriately suits up in something that is tougher, like a fairy-princess armor.” At the press conference, we learned that Williams had a last-minute hand in that change. “It became very clear to me that Glinda needed to change her dress to go into battle and she needed something she could move more freely in… After we had already shot something of me in my other dress doing something in battle, I came to Sam and said, ‘This is really important to me and I know what it should look like. Is there any way, please?’ and Sam was as accommodating to say, ‘If it means that much to you, then it means that much to me,’ and we got to reshoot.”

Kutsche described Theodora (played by Mila Kunis)’s edgier look as “a patchwork of different periods that makes it look like no distinct period. And that’s what I guess gives it this slightly fantastical feel.”

We chatted with Jones about the designers’ reference points (including S&M), getting input from the actors, and challenges faced along the way. Read on for our interview.