In Spider-Man 3, based on the legendary Marvel Comics series, Peter Parker has finally managed to strike a balance between his devotion to M.J. and his duties as a superhero. But there is a storm brewing on the horizon.  When his Spider-Man suit suddenly changes, turning jet-black and enhancing his powers, it transforms Peter as well.  Under the influence of the suit, Peter becomes prideful and overconfident and he begins to neglect the ones he cares about the most.  As two of the most-feared villains yet, Sandman and Venom, gather unparalleled power and a thirst for retribution, Peter's greatest battle is the one within himself.  Spider-Man will need to rediscover the compassion that makes him who he is: a hero.

ABOUT THE FILM
One of moviegoers' favorite film characters returns, continuing one of the biggest blockbuster franchises in film history. Together, Spider-Man and Spider-Man2 have grossed more than $1.6 billion at the worldwide box office. 
As the continuing adventures of Peter Parker unfold, Spider-Man3 wraps up some of the character arcs begun in the first two films.  Sam Raimi, who has directed all three installments in the blockbuster franchise, says, "The heart of the Spider-Man films has always been the depth of the characters and their interconnected lives.  Peter's love of Mary Jane Watson and his friendship with Harry Osborn have always been the richest parts of our stories.
"When developing this third installment, we asked ourselves, 'What does this young man still have to learn?'" says Raimi. "We placed him in situations where he'd be forced to confront his absences of character - obstacles that, in previous stories, he might not have been able to surmount.  In this way, he would either be defeated or grow into the heroic person who might be capable of overcoming these obstacles.  As the depth of our characters grow, they become richer human beings and can achieve more than in the previous films."
"At the end of the second movie, for the first time, there's reason for optimism in Peter's life," says producer Avi Arad, who until recently served as CEO of Marvel.  "He's won the girl - but when she says, 'Go get 'em, tiger,' you know that she is realistic and maybe uneasy about what life is going to be like.  What Sam likes to do is test the hero - and that means that Spider-Man 3 will take us to a very different place in Peter's life, in Mary Jane's life, and in Harry's life."
In Spider-Man 3, Peter Parker faces his biggest challenge to date - and the greatest battle of all is the battle within himself. 
When the film opens, things are finally going so well for Peter that his success begins to go to his head a little bit … and when a black substance clings to Peter's scooter, things take a turn.  The substance attaches itself to Peter's Spider-Man suit, changing it from the familiar red and blue to a deep black.  The transformed suit also changes Peter, as he becomes stronger and quicker than ever before… but it also brings out the dark side of Peter's personality that he is struggling to control.
"We wanted to explore the darker side of Peter's character," says producer Laura Ziskin.  "When his suit turns black, it enhances and emphasizes characteristics that are already in the host.  In this case, it makes him stronger and quicker, but also more prideful and aggressive."
"When I read the script I was really excited about the different direction we were going with Peter Parker and the other characters and storylines," says Tobey Maguire, who returns to the role of Peter Parker.  "We are covering a lot of new ground here, with a fresh take on the story while maintaining the continuity of the characters from the previous two films."
Kirsten Dunst returns to her role as Mary Jane Watson in Spider-Man 3.  "I think fans will love this movie, because we love this movie," says Dunst.  "It means so much to all of us, and we've really worked hard at making every scene the best it can be."
Also reprising his role as Harry Osborn is James Franco.  "Harry's story picks up from the end of Spider-Man 2, when he learned the awful truth about his father and his friend - although he doesn't have the full story.  Harry is a troubled soul; he lived his whole life for his father, and when his father was taken from him, the only thing he had left in his life was to avenge his father's death."
Of course, Spider-Man 3 also features the incredible action sequences that Spider-Man fans have come to expect.  In this film, Spider-Man takes on two classic villains: Sandman, who first made his appearance in the fourth issue of The Amazing Spider-Man, and Venom, one of the comic book's most memorable villains.
"Marvel comic books - and especially the Spider-Man books - have always had a great bunch of villains to choose from," notes Raimi.  "So many great Marvel artists and writers developed these characters.  It was a very easy task to pick up these wonderful tales and images and develop our story from them."
Thomas Haden Church plays Flint Marko, a man haunted by the mistakes of his past, who is caught in a physics experiment gone wrong.  His DNA becomes fused with sand … and he becomes Sandman, a villain who can change his shape, size, and form at will.  "I consider it an honor, really," says Church, an Academy Award® nominee for his role in Sideways, on joining the franchise.  "The Spider-Man™ films stand tall in the pantheon of superhero movies. Many are called, few are chosen, and I'm proud to be one of the few.
"Flint Marko becomes Sandman when he stumbles into a radioactive test site where they're performing a molecular fusion experiment and he accidentally becomes fused with sand," Church adds.  "As a result, he can change his shape and adapt to his environment.  He can be ten, 30, 80 feet tall.  He can form giant sand fists, hammers, a mace.  He can shift into a sand tornado, or sift into sand.  He is as malevolent and menacing as any villain can be."
Topher Grace joins the cast as Eddie Brock, a character in some ways similar to Peter Parker, who transforms into Venom - Spider-Man's arch-nemesis.  "When I was first talking about the movie, Sam asked me if I knew what 'arch-nemesis' meant.  I thought it meant a huge villain, but Sam pointed out that it really means a villain who has the same powers and abilities as the hero, but uses them for evil," says Grace.  "Sam has gone to great lengths to make this character Spider-Man's equal and opposite."
Grace continues, "Eddie Brock, who becomes Venom, is very similar to Peter Parker.  They both work at the same place, they're both striving for the same job, they both have the same woman in their lives - the difference is that Eddie is very insecure.  You might say that Eddie is the guy that Peter would have been if he didn't have the good fortune of having Aunt May and Uncle Ben to bring him up."
Once again putting the lift and swing into Spider-Man's webs are the special effects stars at Sony Pictures Imageworks.  The team was nominated for the Academy Award for their work on the first Spider-Man film and took home the Oscar for their visual effects work on Spider-Man 2.  In continuing his work on Spider-Man 3, visual effects supervisor Scott Stokdyk was responsible for overseeing the efforts of more than 200 Imageworks animators and artists.
"My biggest challenge on Spider-Man 3 has been the necessity to turn on a dime and respond to the changes as they come," says Stokdyk.  "There's so much more going on in this movie - more characters and more plotlines.  Sam is working very hard to make sure all the pieces come together, and it was our responsibility to respond in the execution of his vision."
Laura Ziskin says that as with the first two films, audiences can expect Spider-Man™ 3 to have a compelling story, exceptionally well-drawn characters with complex relationships, but even bigger and better:  "We have more new characters, more villains and more struggle for Peter Parker - perhaps the biggest struggle of his life."

OLD FRIENDS …
"At the beginning of Spider-Man 3, we find Peter Parker pretty much where we left him at the end of the second Spider-Man story," says director Sam Raimi.  "He is coming to terms with what it means to be a hero and the sacrifices he has to make to do the right thing.  In terms of his relationship with Mary Jane, the two are closer than they've ever been - she has learned that he is Spider-Man by the end of the second film and she is trying to live up to the promise she made to share the responsibilities of Peter's superhero status."
"We have watched Peter, Mary Jane, and Harry grow up over the course of the first two films, so we wanted to do something that was surprising but inevitable," adds Laura Ziskin.  "We wanted to take the characters on a journey which would satisfy the audience and ring true for the characters."
Returning for that journey are Tobey Maguire, Kirsten Dunst, and James Franco. 
"Peter is feeling pretty good--things are lining up in his life in ways they never have before," says Maguire.  "He is finally receiving recognition as Spider-Man, as someone who is helping his community, and he is in this great relationship with Mary Jane, who is also experiencing success of her own.  He is beginning to feel the kind of confidence of becoming a man, mixed with the glowing attention he has begun to receive."
Raimi notes, "Peter has never had anyone look up to him as someone they admire.  Certainly, he's never had anyone cheer for him before.  This has an unexpected effect on Peter: it stirs his prideful self.  This is the beginning of a movement toward his dark side in this film."  That dark side is brought to the forefront when he comes into contact with a black substance that attaches itself to Peter's Spider-Man suit.  When the substance turns his suit black, he finds he has greater strength and agility than ever before… but also that the substance brings out his pride and his vengefulness.  "In the climax, Peter has to put aside his prideful self.  He must put aside his desire for vengeance," Raimi continues.  "He has to learn that we are all sinners and that none of us can hold ourselves above another.  In this story, he has to learn forgiveness."
Maguire was thrilled to return again to the role of Peter Parker.  "You always want to tread new ground and this was a chance to do that with familiar characters," he notes.  "The fresh take is a direct continuity - it comes out of Spider-Man and Spider-Man 2.  As an actor, it's really exciting - there's a lot to play with. 
"We were always looking for ways to take the mask off, so you can see what Peter is going through," says Maguire.  "When I see a movie, I get invested in the characters and I care about them.  I've got to connect with them so I can feel what they're feeling."
Peter's change in demeanor begins to take its toll on his relationship with Mary Jane.  "Mary Jane is very confident in her career, even though there's still some insecurity there because of her family life growing up," explains Dunst.  "But when she loses her job just as Spider-Man is being heralded, Peter is not there for her as much as she'd like him to be.  She is kind of pushed aside a little bit, and their relationship begins to fall apart."
"Peter and M.J. are struggling with things everybody deals with in a relationship," adds Ziskin.  "They're both trying to figure it out, and they're not in sync with where they are in their lives - they're missing each other at a rather critical moment."
"Now that Tobey and I have worked on three movies together, we know each other very well," Dunst says.  "I know which buttons to press in him, and he knows which to press in me.  It makes for a more complicated, adult relationship, which is great for the film.  Everything we feel about each other is all in the movie.  Our relationship has matured."
After previously showing off her vocal talent in such films as The Cat's Meow, Dunst relished the chance to sing on screen once again.  "I had fun doing the singing scenes," she says.  "I had prerecorded the singing - I was terrified to sing live - but my first day of work was walking down the stairs of the Broadway stage for 'Manhattan Memories' in high heels and a dress and then dancing at the bottom."
Rounding out the central trio is James Franco as Harry Osborn.  At the end of the last film, Harry learned the truth about his father and the secret identity of his friend, Peter.  Harry's anger and bitterness toward Spider-Man now extends to Peter, whom he now sees as his enemy.  Consumed by vengeful thoughts against Peter, whom he holds responsible for the death of his father, Harry enters his father's lair and becomes the New Goblin.
The filmmakers wanted a fresh look for the hardhearted Harry.  "We discussed how Harry would probably use the latest technology available to him at OsCorp to create his arsenal," notes executive producer Kevin Feige.  "We wanted something contemporary, but still deadly practical."
"Harry has a vehicle that's more sleek and agile than the glider - he has taken his father's weapons and dialed them up a notch," says producer Grant Curtis.  "On the other hand, some weapons, like the pumpkin bombs, you just can't top.  With the New Goblin, you get a mix of the old school with the pumpkin bombs and the new school with the souped-up sky-stick."
Costume designer James Acheson collaborated with the filmmakers on Harry Osborn's military look.  "Harry's clothing reflects a cross between urban SWAT troops and kind of a black knight, but with rather nasty attributes like blades that come out of his arm," says Acheson.  "The suit is mainly black.  There's a hint of green here and there as a reminder of his father, but Harry is very much his own man.""Harry's main dilemma comes down to this: How much does he love his friends?" says Franco.  "If he accepts the fact that he loves Peter and M.J., he also has to accept that his life up until now has been a lie - he's been living only for hate, loving the evil man that was his father and doing his bidding."
"We have come so far together with these characters," says Raimi.  "This film was a chance to continue each of their stories, to show their journey since we first met them five years ago and also to explore how far they still have to go."

… AND NEW FACES
In Spider-Man 3 - just as in the first two films - the filmmakers made a special effort to ensure that the villains are a reflection of Peter and the struggles he endures as he comes of age.  According to Raimi, every character in Spider-Man 3 moves Peter Parker's story forward.  "We're holding up a mirror," Raimi says.  "Each character is there with a purpose - part of the thread of Peter's life."
"The Spider-Man books have probably the greatest rogues' gallery of any superhero comic - there are so many memorable villains throughout the books," says executive producer and Marvel's president of production Kevin Feige.  "With the villains in Spider-Man 3, we wanted to continue the tradition - following the Green Goblin and Doc Ock - of presenting villains that not only provide spectacle and a physical challenge to Spider-Man's abilities, but characters that are multi-layered and conflicted."  To that end, the filmmakers called upon two of the greatest and most memorable villains in Spider-Man lore: Sandman and Venom.

SANDMAN
Sandman is a classic villain, having made his first appearance in 1963 in The Amazing Spider-Man #4.
"Flint Marko/Sandman is one of the stalwarts of the Marvel universe, and the character presents an opponent for Spider-Man that we've never been able to explore before - the intangible aspect of a villain," notes producer Grant Curtis.  "What if you punch your opponent, and there's suddenly nothing there - what if all of a sudden they become dust?  The beauty of Sandman is it's like battling a Swiss Army knife.  You think you've got him figured out, then he morphs into a sand cloud, or levels his hammer fist at you, or becomes a pile of sand."
Academy Award nominee Thomas Haden Church plays the key role of the complex Sandman.  "We have been fortunate to be able to attract some extraordinary actors to play the villains in the Spider-Man films, and Spider-Man 3 is no exception," says Raimi.  "When we saw how Thomas Haden Church in his Sideways role presented a character with warmth and humanity and grace - even as the character consistently made all the wrong choices - we knew he could do the same for this classic Marvel villain." 
"I think they wanted Sandman to be a guy like me - a guy who's rough around the edges and could easily have been a criminal; a guy who's bare-knuckled his way through a few events, which I have in real life," says Church.  "There's a roughness and a rawness that Sam finds appealing."
"Flint Marko is a loner who has a pretty dark past," says Church.  "I thought a lot about Lon Chaney, Jr. and the characters he was best known for - there was always a sadness in his eyes and a kind of disaffected quality to him as a man."
Church notes that in his early conversations with Raimi, he found another inspiration for his character, one that roots Sandman in a legend centuries old.  "Sam gave me a storybook of a Jewish fable surrounding the Golem - a creature made of earth.  That idea - this creature who was not a villain at heart - was very meaningful to Sam and became a big influence.
"As Flint says of himself, he's not a bad person," Church says.  "He's just made bad choices.  He's carrying a massive burden of guilt over something that happened in his past and things that are happening right at that moment.  He knows that what he's doing is criminal, but I think he sees himself as a man of integrity.  He's doing what he feels he has to do.  Nobody in the Spider-Man movies just wears a black hat."
On the run after escaping from prison, Marko stumbles upon a physics test and is fused molecularly with sand.  After this accident, Marko discovers he can draw material from his immediate environment to his shape-shifting physicality.  "The birth of Sandman is going to be one of the most amazing scenes in Spider-Man 3," says producer Avi Arad.  "Flint Marko is on the run, and he walks into a testing facility just as a new scientific process is being tested.  In the great Marvel tradition, Marko's bad timing leads to his transformation into Sandman.  It will be fascinating to see the creation of this creature."
Church spent over a year preparing for the role, with a physical training and diet regimen which led to his gaining about 20 pounds of muscle before shooting began.  "In the comic book, Sandman was a bulky-muscled guy - he looked like a guy out of the WWF," says the actor.  "For the movie, we decided on a leaner look - street hardened, like Terry Malloy in On the Waterfront."
Church says that all the hard work paid off when shooting started.  "Sam outlined for me what the physical rigors of the role would be, so I wasn't surprised.  All the physical activity and training really helped me develop the stamina which I needed for a lot of my work in the film."

VENOM
Eddie Brock, played by Topher Grace, is a smooth-talking, ambitious young photographer who becomes a rival for Peter's job at the Daily Bugle.  When Spider-Man finally rids himself of the sinister black substance, it finds Brock, who transforms into the deliciously evil Venom, also a Marvel fan favorite.  In many ways, Venom is a reflection of Peter Parker himself; one might say that he is Peter's own dark side come to life.
"We were really excited to bring Venom into the film, because it is a character that has its origins in Peter," explains producer Grant Curtis.  "When Spider-Man wears the black suit, the suit begins to take on the imprint and abilities of Spider-Man.  When Peter rids himself of it, the substance moves to Eddie Brock, who is not as good a man as Peter.  It transforms Brock, a person who feels universally ostracized, into Venom.  Venom possesses some of the powers of Spider-Man, and he wants to lash out."
"Venom is one of the most difficult characters for Spider-Man to defeat," notes Arad.   "Venom knows Spider-Man: how he feels, what his strengths are as well as his weaknesses.  That is the ultimate enemy."
"Venom has a unique origin story, and we looked forward to telling that story, doing justice to a character who is arguably one of the most popular Marvel characters of all time," says Curtis.  "Venom has the same powers that Spider-Man does, but it's tweaked a bit more and he's more aggressive - he can jump farther, swing farther, and run faster.  In a way, it's like watching Spider-Man battle his stronger self when you see the in-air ballet between the two.  It's very exciting to watch."
The Marvel comic introduced Venom in the 1980s.  He made his first appearance in The Amazing Spider-Man #298, and Eddie Brock appeared for the first time two issues later.  Previously, Spider-Man's black suit had first been featured on the cover of Secret Wars #8, in 1984.
Grace had been a Marvel fan for years, and he relished the opportunity to portray one of his all-time favorite villains:  "I was reading the comics years ago when Venom appeared, and I remember thinking he was just the coolest, most charismatic character," says Grace.  "I was so honored just to come in to meet with Sam, Laura, and Avi; it was great to hear Sam outline the entire plot of the film.  I was nervous and excited, and I still felt that way a year later, as we were shooting the film."
After Grace was offered the role of Eddie Brock/Venom, director Sam Raimi discussed the character in depth with him.  "Sam's take on Venom being kind of an evil double of Peter was really interesting to me," Grace continues.  "We discussed that Venom delights in being evil.  He gets drunk on that power very quickly."
"Unlike Sandman, who is present very early in the film, my character, Eddie, undergoes a very slow transformation - it's woven in throughout the story," says Grace.  "You wonder if Peter hadn't been under the spell of something so terrible, would Eddie have had to go so far.  It's one of the many intriguing aspects of the story, having Peter Parker be one of the reasons that a villain is born."
Ziskin says that Grace was the ideal choice to portray Eddie Brock/Venom.  "Topher is spectacular, just riveting!  He's fun and scary, and a great addition to the ensemble."
Grace, a self-described "skinny guy," put on about 15 to 20 pounds for the role, working out during the several months before shooting began.  During pre-production, Grace was subjected to body scans and motion capture data analysis for use by the costume and visual effects departments.
"They were doing a scan of my body, and someone mentioned that the scan would be really helpful for making my action figure.  My action figure!" recalls Grace.   "It hadn't even occurred to me that I would become an action figure!  It was very exciting."

GWEN STACY
Another fan favorite, Gwen Stacy, makes her film debut in Spider-Man 3.  Well known to fans of the comic books, Gwen made her first appearance in December 1965 (The Amazing Spider-Man #31) and quickly became Peter Parker's first love.
In Spider-Man 3, Gwen is a beautiful classmate who's developed a crush on Spider-Man.  Her presence brings a new dynamic to his relationship with his true love, M.J.  Gwen is also the object of desire for Eddie Brock, who mistakes her casual friendliness for romantic interest.
Bryce Dallas Howard takes on the role.  She says that despite the differences between the comic book and screen versions of her character, Howard was able to use the comic book as inspiration in bringing Gwen Stacy to life.  "There was a very deep relationship built into the comic books - that became my foundation," says the actress.  "Gwen is a supporting character in this film, but there are nuances and subtext built into Gwen's scenes with Peter.  She's not a mere distraction for Peter Parker. This is a person who, had things been different, could have been a good mate for him.  Because her father is a police captain, she's accustomed to someone leaving and putting his life in jeopardy every day and loving him unconditionally.  I was able to build on that, to play the character that was written in the comic book."
Producer Laura Ziskin notes that Howard was particularly excited to perform her own stunts and game for anything that Raimi threw her way.  "Bryce just knocked us out when she came in to read with Tobey for the part of Gwen Stacy," recalls Ziskin.  "She had this kind of sunshine in the midst of a lot of darkness and drama in the story.  She was such a trooper, too.  Anything we asked her to do - whether it be hanging from a building several stories up or soaring in the air with Spider-Man - she was spectacular."
Oscar nominee James Cromwell plays Gwen's father, NYPD Captain George Stacy, who shares with Peter disturbing new information about the death of Uncle Ben, and who becomes concerned with Eddie Brock's intense interest in his daughter.  Theresa Russell plays Emma Marko, Flint Marko's estranged wife.
"It's wonderful to bring new actors into the series because, although you have an existing set of rules and storylines you want to adhere to, at the same time you need to shake it up, bringing new voices and energies to the film that we haven't experienced before," notes Raimi.  "It gives the audience a new experience, with the characters they love, but with a new energy dynamic with those new faces on screen with them."

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