"I have been stung by fate. I am its prisoner. A prisoner of my own conscience. My love for the girl I want always to be with is locked within me. With me, she is always in danger from those who fight against me. Without her, I travel a lonely road. My story will always be about the loss of a girl…and every day I ask myself, how long can I endure this loneliness?"

Spider-Man

THE SPIDER-MAN WEB: A WORLDWIDE PHENOMENON
Columbia Pictures' blockbuster Spider-Man grossed more than $820 million worldwide when it debuted in summer 2002 and became the fifth highest grossing movie in U.S. history. Based on the classic Marvel Comic book character, it is the creation of Marvel executive Stan Lee and company character designer Steve Ditko, and first appeared in 1962 in the last issue of the failing Amazing Fantasy comic book. The character made such an immediate impression that Amazing Fantasy was renamed the Amazing Spider-Man and reappeared in March 1963. Since then, Spider-Man has become a household name worldwide, evolving into one of the most popular superheroes of all time.
The filmmakers were elated by the worldwide acceptance of Spider-Man. But even more importantly, they were thrilled at the universal acceptance of the film's story and its characters, which transcended all language and cultural barriers.
"It was truly gratifying and even a bit overwhelming to witness how strongly moviegoers around the world responded to Spider-Man," says director Sam Raimi. "As a filmmaker, I always want people to really enjoy my movies, and on that level, Spider-Man exceeded my expectations. It was a true testament to the many artistic contributors on the film -- both behind and in front of the camera -- who worked so long and so hard on the film, especially the dedicated talents at Imageworks … exceptional work from everyone involved. They all did themselves proud, giving the audience a truly memorable experience."
"We were completely thrilled, and maybe a bit shocked at the success of the first movie," says producer Laura Ziskin. "That level of acceptance here and around the world is impossible to anticipate, though we always sensed that Spider-Man had enormous potential, because we had a character and the kind of storyline that had proven to be successful in other forms for more than 40 years. Our objective was to capture on film all the intriguing elements -- the adventure, the romance, the humor -- that made the Marvel comic book series so popular. Throughout the process, we were always careful to remain true to the spirit of the source material. Even today, two years after it was released, people still tell me how much they loved Spider-Man and how they can't wait for his new adventure."
"The expectation was always high," admits producer Avi Arad, "because the appeal of Spider-Man is that there is a little Peter Parker in all of us, male, female, young, old … Still, it was fascinating to see the incredible emotional investment the audience had for this one movie."
The audience's acknowledgement of Spider-Man was clear from day one, according to Tobey Maguire, who memorably brought the reluctant superhero to life. "The opening weekend is something I'll never forget," says Maguire. "It was amazing to walk into a movie theater and hear the entire audience cheer and to sense all the moods and emotions they were going through. To be a part of providing that kind of an entertainment was great."

THE EVOLUTION OF A SUPERHERO
"The thing that set Spider-Man apart from other movies with great technology and action, is how much attention was given to the characterization and personal relationships," says Stan Lee, the co-creator of the Spider-Man comic book series. "The action, the great set-pieces, that's a given. But delving into Peter Parker's problems in the way they did, truly elevated the film."
After the triumph of the first Spider-Man, Raimi knew he had a responsibility to follow it up with a story that justified the fans' enthusiasm and their built-in expectations for the next adventure. "There's great interest in this movie, following the success of the first one," he acknowledges. "For the kids who come to see it, Spider-Man is their hero. So while the job of making this movie is to provide entertainment, it is also to create a story that shows them a moral character, someone who has to make tough choices and the right decisions in order to continue to be worthy of their admiration."
The wealth of detailed stories and characters in the Spider-Man comic book series provided a mother lode from which to cull the plot for Spider-Man 2. "The Marvel artists and writers have done a great job through the decades -- I know, because I'm a big fan myself -- so there's a tremendous amount of good material to draw upon," notes Raimi. "The character of Spider-Man is so clear. It's not difficult to make a movie if you understand the character, because every story's strength lies in who that character is. Finding a storyline wasn't that difficult. It was finding the right story, the one that made for a proper follow-up installment, and provided a logical progression for the audience and a logical growth for the character. For that, I relied on the terrific storytelling instincts of my very fine producers Laura Ziskin and Avi Arad. Together with the contributions of our great writers, we found a plot line with ideas that reverberated."
As with the first film, says Ziskin, the mandate was to be true to the spirit of the comic book. "We weren't out to reinvent the wheel. The audience loves these characters and is eager to learn where they're going next. So, for each character in Spider-Man 2 there is an evolution, and along the way, suspense about what will happen to them. The obstacles they are facing have a feeling of inevitability."
Without giving too much away, Raimi will say that, "This Spider-Man is about choices -- but not in a 'message movie' kind of way. It shows us how we can all make choices and, like any emotionally satisfying story, it shows us the way, it shows us what's possible."
With the storyline of the new adventure locked, Arad looked forward to the reunion of the Spider-Man filmmaking family, not the least of which was Tobey Maguire, the actor who perfectly conveyed the conflicts between Peter Parker and his courageous alter ego Spider-Man. "Tobey was so happy to be Spider-Man again and to be Peter Parker," says Arad. "He enjoyed the joy of creation and being a partner in the process. He was totally caught up in his character again, which is terrific for the movie."
"As an actor Tobey relished deepening the audience's understanding of who Peter Parker is and who he is becoming," adds Ziskin. "Peter's a man who is in transition, someone who's struggling with the choices he making."
Having demonstrated how Peter Parker acquired his extraordinary powers in Spider-Man, the new installment will broaden the audience's understanding of those special skills and abilities, according to Arad -- "not just the web-shooting and the wall climbing, but Peter's 'spider sense,' his internal early warning system, a kind of precognition -- and the potential danger of turning his back on those special gifts."
At the beginning of Spider-Man 2, two years have passed since the memorable kiss between Peter Parker (Maguire) and his beloved M.J. (Kirsten Dunst), which was followed by a bittersweet parting. Now, Peter faces new challenges in his struggle with what he calls "the gift and the curse" of his powers.
"At the end of the last picture, when we left Peter, he had decided to take the road to responsibility," notes Raimi. "This movie depicts that journey -- the outgrowth of that momentous decision. How is Peter going to weigh his personal needs against his sense of responsibility, when he knows that he must use his gift for the benefit of others? His dilemma is something we all live with -- in smaller, less dramatic ways -- every day of our lives. Behaving responsibly is always difficult and often a sacrifice. You may have to give up something of yourself or maybe even allow yourself to be wounded a bit. That's what's so satisfying about this story. It's all about choices and a character who is terribly conflicted because it's never easy to do the right thing."
Maguire adds, "The theme 'with great power comes great responsibility' is never lost on Peter. It's difficult to be a young man and have to sacrifice as much as he has -- presumably for the greater good -- and to neglect his personal desires. The struggle continues here and it's quite complicated, because Peter's searching desperately for a way to achieve some balance in his life."
As Peter becomes more immersed in his dilemma, it creates a rift between him and the important people in his life. Though his love for M.J. is stronger than ever, she has moved on with her life, pursuing an acting career, living in Manhattan and moving in new social circles. "In this film, Peter is off in his own world and not a reliable presence in M.J.'s life," explains Kirsten Dunst. "She still loves him a great deal, so it has become painful for her to be around him. Though they've both done a lot of growing up in the past two years, at the same time, they've drifted apart."
Adds Raimi, "At the end of the last movie, Peter chose to go it alone fearing that, if he revealed his identity to M.J., her life would be in danger. Despite his strong feelings for her, he left her standing there to go off and do the noble thing. And she finally got tired of waiting and moved on."
The effect of M.J.'s decision on Peter is devastating, according to Maguire. "He's tortured by it, even though he's happy for her success," he says. "But his heart is still aching for her. Everywhere he goes around New York, he sees her face on billboards and it's a nagging reminder of what he's lost. He's really trying to get her out of his mind, because he knows he can't get her out of his heart."
Peter is also alienated from his best friend Harry Osborn (James Franco). Harry is consumed by the desire to avenge his father's death, for which he blames Spider-Man. That, and Peter's continuing efforts to strike a balance in his life, fosters a growing rift between them. "James Franco came to this film loaded with great ideas that really enhanced his performance and the movie as a whole," says Raimi. "His role in Spider-Man 2 is a lot richer and more central and he interacts with Tobey's character in a much deeper way."
And Peter's relationship with his widowed Aunt May (Rosemary Harris) has become estranged as she struggles with financial reversals and deepening concerns about her nephew's future.
Then, as if Peter's life was not complicated enough, the situation moves from bad to worse -- much worse.

ENTER "DOC OCK."
Dr. Otto Octavius (Alfred Molina) is a brilliant scientist whose life work has been dedicated to experiments utilizing fusion as a new source of energy. Charming, vibrant and energetic, Dr. Octavius is introduced to Peter by Harry Osborn (James Franco), who is head of special projects at OsCorp and is funding Dr. Octavius' research in the hope of exceeding his late father's expectations. Peter is thrilled to meet the doctor, who is the focus of Peter's forthcoming college science paper. In turn, Dr. Octavius is charmed by the intelligent young man whose avid interest in science mirrors his own.
"This movie is the story of Peter's life, which is out of balance, and Dr. Octavius who, for Peter, represents someone who has achieved that balance," explains Raimi. "Peter sees Octavius as somebody who has mastered both his gifts -- in this case science, through which he can serve the good of mankind, while also maintaining a personal life, a loving relationship with his wife Rosie (Donna Murphy). This leads Peter to the conclusion that it's possible to have both."
Dr. Octavius, with the support of his wife, has been working diligently in his home laboratory, trying to perfect his groundbreaking fusion theory. But when a demonstration of his creation goes horribly wrong, Dr. Octavius undergoes a terrible transformation -- evolving into the powerful, multi-tentacled Doc Ock.
In Spider-Man 2, the talented and versatile Molina brings this powerful adversary to terrifying life. "He is a formidable enemy for Spider-Man," says Arad. "He can climb walls faster and better than Spider-Man. In fact, there's nothing Spider-Man can do that Ock cannot counteract."
"So when you see Ock, you say 'Wow! Who can fight that?'" Arad continues. "Now Spider-Man not only has to summon up all his strength and agility, he has to outsmart someone for whom he had a great deal of respect, someone who, in his previous incarnation, was the kind of man Peter wished he could be. It creates a great deal of conflict within him. 'Doc Ock' is a richer, bigger villain -- a truly worthy opponent."
The filmmakers were eager to attract Molina for the central role. "We needed someone who brought a palpable reality to the part, and who was also sincere, had a great sense of humor and personal warmth," says Raimi. "Alfred is a brilliant actor, and what he's brought so effectively to the character of 'Doc Ock' is the sense of him as a misunderstood man who has turned into a beast."
"Alfred has an immense talent, and he brings a wealth of experience and humanity to this role," adds Ziskin. "He perfectly captures the character's duality. Otto Octavius is a man who has dreams, desires and flaws. When he gets carried away in the service of something he feels is vital to the betterment of mankind, his hubris brings him down. 'Doc Ock' is not as much an alter ego as the darker side of Otto Ocatvius emerging. That makes for a very credible -- and terrifying -- villain."
Molina confesses, "I've always been a Marvel Comics fan because their characters are so interesting. They have problems. They're very realistic." For him, the mechanics behind the role of "Doc Ock" was a true education. "It was mind-boggling, the breadth and the imagination that went into how each of my character's actions -- flying across the room, crashing through a plate glass window, smashing a taxicab -- was to be executed. It's a unique way of filming that's not like anything most of us get to do really. It's a very particular way of working, and absolutely fascinating."
He was pleased to discover that just as much imagination was invested into the dramatic arc of his character, Molina continues. "Sam Raimi and I had a number of discussions tracing the evolution of Dr. Otto Octavius into 'Doc Ock,' and how we were going to achieve it," he recalls. "Sam is always eager for your input and your opinions. I told him that my desire was to make the character amusing, charming and hopefully, someone the audience would like from the start. In this way, when the terrible change occurs, it's that much more shocking."
One of the characters who has the great misfortune to cross "Doc Ock's" path is Peter's beloved Aunt May (Rosemary Harris), whose appearance in the first film earned the Tony award-winning veteran actress a new generation of admirers. "It's wonderful to have fans who are four years old come up to you and say 'Are you really Peter Parker's aunt?' And when I say 'Yes,' their eyes get bigger and bigger. It's very thrilling," she laughs.
In Spider-Man 2, "Doc Ock" sweeps Aunt May off her feet -- literally -- and takes her up several stories of a tall building. But she is not cowed by him. She fights the multi-limbed villain every step of the way with her umbrella. Harris performed her stunts in a variety of harnesses, but only after she had managed to talk the filmmakers into letting her give her stunt double a rest. "I was a bit miffed at first, because my wonderful stunt double was going to do a lot of the harness maneuvers," recalls Harris. "So I asked Sam and Laura, 'Why not let me have a go at it?' At first they were reluctant. But I begged them to at least let me try and they finally relented."
"I've never seen an actress with as much gusto and gumption as Rosemary," admits Raimi. "What a trooper. She would just get on that wire and go on her wild ride in 'Doc Ock's' arms. And the first thing she'd say afterwards was 'Let's do it again! Can I do it again?' She was completely fearless. I loved it!"
Harris performed her first Spider-Man 2 wire-work in New York City on Easter Sunday, 2003. While the city's famed Easter Parade was in progress uptown on Fifth Avenue, Aunt May was taking flight -- suspended from a wire near downtown's City Hall Park -- bringing traffic to a standstill as everyone watched her swoop through the air with Spider-Man. "And I adored every minute of it. It was wonderful, just the best feeling," Harris exclaimed after returning to terra firma. "The only time I've flown before was when I played Peter Pan in an outdoor production, and that was a long time ago. I remember that I was airborne as Peter Pan just as the Sputnik satellite was passing by in the sky overhead!"

DOC OCK: FROM MAN TO MENACE
"Doc Ock," one of the most popular villains of the Spider-Man comic book series, first appeared in The Amazing Spider-Man #3, which was published in 1963. He immediately became one of Spider-Man's most formidable foes. According to comic lore, each of Ock's limbs can move at speeds of up to 90 feet per second and strike with the force of a jackhammer. The extremely powerful tentacles enable him to lift a vehicle off the ground, pulverize bricks, claw through concrete walls and hover above his victims by rising into the air.
"'Doc Ock' is a fan favorite, and we were aware of the great visual potential of such a character," notes Sam Raimi. "I think we all just naturally fell for 'Doc Ock.'"
"Alfred Molina is just amazing as Otto Octavius/'Doc Ock,'" says Arad. "He was able to convey all of the rich aspects of the character, facially, through his body language, and especially his resonant voice. The moods, the edge, the humanity, the sorrow and the hope -- they're all there in his performance."
In addition to conveying a wide range of emotions, Molina was largely required to work with his four inanimate co-stars -- "Doc Ock's" elaborate tentacles, with which Molina had to coordinate all his movements and delivery. He rehearsed for months with Raimi and the Edge FX puppeteers and designers of the character's intricately detailed appendages.
"We had many conversations about how we were going to achieve the various effects and the illusion that the tentacles were an integral part of me," recalls Molina. "We discussed body movement and how a moving tentacle here might affect the rest of my body. When I first spoke with lead puppeteer Eric Hayden, he talked as if the tentacles were really alive. I must admit I was a little skeptical and confused at first, but then, I realized what he was talking about. The tentacles weren't just lifeless appendages. They were manipulated by puppeteers who were live performers. What they did was give the tentacles an organic life. My respect for their work was tremendous, because they really invested the tentacles with personality."
When he was in full costume, Molina's tentacles weighed between 75 to 100 pounds, depending upon the action required for the scene. Each of the tentacles was fully articulated. In their expanded, 13-foot length, each upper tentacle consisted of approximately 76 individual pieces. Each vertebrae was hand made, hand molded, sanded, individually hand painted, chromed, then painted again and assembled by hand. The entire collection of "Doc Ock" tentacles, bases, heads and wrists, if laid end to end, would be taller than a 20-story building.
Three-time Academy Award-winning costume designer James Acheson welcomed the opportunity to further explore and improve upon the already classic Spider-Man costume for Spider-Man 2. "Creating the Spider-Man suit for the first film was a real challenge since we were designing for a kind of Cirque du Soleil acrobat, someone who had an unbelievable kinetic spiraling ability," he says. "So the suit had to be extremely flexible. For the new installment we made several improvements, though you'd have to be a real enthusiast to spot them. The colors are slightly different, and we have made subtle changes in terms of the movement inside the costume's hood. We also adjusted the eyepieces of Spider-Man's mask as well as certain aspects of the spider design on the front and the back of the suit."
A total of 35 new Spider-Man suits were created for Spider-Man 2, with each suit taking several weeks and 30 specialists to complete. "James made about 100 minor alterations to his original vision of the suit, all of which I think are improvements," affirms Raimi. "He has magnetized the lenses so that they seamlessly join together with the mask, and the spider on the suit has been redesigned. I feel it has a more elegant, flowing line, giving it greater harmony."
For Spider-Man 2's "Doc Ock," Acheson and Raimi spent close to a year collaborating with Spisak and visual effects designer John Dykstra and working with Edge FX in what began as a series of "group think" sessions, according to Raimi. "I needed John Dykstra's input, because it was John who was going to have to handle 'Doc Ock's' movements in CG, so he had to be involved in designing the character, along with Jim, who was going to determine the look of the character," recalls Raimi. "Part of the look determined the movement, and what the arms look like began to govern how it functioned. Neil was involved because Ock had to be a part of Neil's world in the film. A great interdependence developed among the department heads in order to achieve the complex nature and physicality of the character."
"It's been an extraordinary opportunity to work on the design for 'Doc Ock,' and joining forces with Sam, John and Neil," says Acheson. "I got to work with model-makers, engineers and robotic experts, and all of the wonderful people at Steve Johnson's company Edge FX. It was a thrill to work with these specialists with whom I usually wouldn't have a chance to work. The approach to the character was an emotional one. We wanted to create tentacles that possessed a kind of beauty but were also very threatening."
"The challenge with 'Doc Ock' is to visually create a believable world, focusing on a man with four tentacles growing out of his back," says Spisak. "Now, that can be a tough swallow. So, in creating Ock and his world, we needed to design and play it so that everything was credible. Over the course of several months, it became clear what was physically possible for Ock and what would have to be achieved through CG. We conceptualized the look and only then did we deal with the physical limitations, rather than letting them stop us at the beginning."
Adds Dykstra: "It was a huge challenge to make 'Doc Ock' come to life. His tentacles had to meet several criteria. They had to be appropriate with regard to the world Neil had created for Spider-Man and Ock. The components of the costume -- the texture and the weight -- had to be something an actor could actually wear. Since using the tentacles wasn't always practical, we had to create 'virtual' versions with Edge FX. In the end, integrating the tentacles into the story was a marriage of all those components and the collaboration of everyone involved."
Not only is Ock aided by the power of his tentacles, but they also help him visually, according to art director Jeff Knipp. "Each tentacle is outfitted with its own camera, so that Ock can view things through the tentacles that he might not otherwise see with his own eyes," says Knipp.

SHOOTING SPIDER-MAN 2
PRODUCTION DESIGN
THE FILMMAKERS, WRITERS AND CREATORS

SPIDER-MAN
SPIDER-MAN 3

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