SPIDER-MAN
3.

A VILLAIN RAIMI DIDN’T WANT

HOW AVI ARAD TALKED SAM RAIMI INTO VENOM

Sam Raimi has said he went into Spider-Man 3 with a plan built around two holdovers from Spider-Man 2: Harry Osborn’s slide toward becoming the New Goblin, and a new villain, Sandman, whose sand-based powers he found visually interesting enough to carry a film on their own. The third film went differently from the first two. Producer Avi Arad pushed him to add Venom, a character fan mail and studio surveys kept raising, and Raimi, by his own account, gave way.

“The fans love Venom, he is the fan favorite. Please incorporate Venom, listen to the fans now.”

Avi Arad, Spider-Man 3 producer, as recounted by Sam Raimi

Raimi went along with it, but has said since that the character never clicked for him the way Doctor Octopus or Sandman had: “I didn’t recognize enough humanity within that character to be able to identify with him properly.” Arad has since taken the blame publicly rather than leaving it with Raimi. “I’ll take the guilt because of what Sam Raimi used to say in all of these interviews feeling guilty that I forced him into it,” he said in 2018. “Don’t force anybody into anything.”

TWO ACTORS CALLED IN WITHOUT KNOWING WHY

CASTING TOPHER GRACE AS VENOM AND THOMAS HADEN CHURCH AS SANDMAN

Thomas Haden Church signed on in January 2005 and went straight into story conferences with Raimi, co-writer Ivan Raimi and producer Laura Ziskin about who Flint Marko was before he became Sandman, treating the character’s humanity as the starting point rather than the effects work built on top of it. Topher Grace’s casting was announced not long after, without the studio confirming which part he’d play.

Grace has said since that he had to stop himself reacting when Raimi first described the part to him: “I kind of had to bite my tongue and say ‘like tell me about the character.’” Once cast, he spent around six months training to build muscle for Eddie Brock, though he’s been candid about the limits of that effort: “I could never get to where he was in the comic book.”

“A video-tracking, camera test process where many, many times they would have multiple camera sets and I would act it out.”

Thomas Haden Church, on preparing to play Sandman

Church’s own preparation ran through months of body scans and on-camera reference work rather than a conventional performance, acting Flint Marko’s emotional beats over and over so the effects team had real performance to build a digital character from.

A CHARACTER BUILT FROM 260 SHOTS OF SIMULATED SAND

THE EFFECTS WORK THAT TURNED SANDMAN INTO A LANDMARK

Sony Pictures Imageworks began building a dedicated toolset for Sandman roughly two years before release, because the commercial particle software available in the mid-2000s couldn’t do what the script needed: a character made of hundreds of millions of individually simulated grains that had to hold together as a solid human form in some shots and scatter into drifting sand in others. Sand effects supervisor Doug Bloom led the team that built the pipeline, nicknamed Sandstorm, from scratch.

“There were a total of 260 sand shots in Spider-Man 3, requiring a host of other new tools as well.”

Doug Bloom, sand effects supervisor, Sony Pictures Imageworks

The clearest showcase is Marko’s first transformation, a sequence of sand gathering, collapsing and reforming into a human shape that Imageworks later presented at SIGGRAPH as a dedicated technical piece, citing more than ten man-years of tool development behind it. It became one of the most studied effects sequences of its era inside the visual-effects industry, even as reviews of the finished film were mixed.

FOUR MINUTES THAT BECAME THE INTERNET’S FAVOURITE MEME

WHY RAIMI LET PETER PARKER DANCE

Once the symbiote starts pulling Peter toward his own idea of being a bad guy, the film gives him a strut down the street and a jazz-club dance number aimed at making Mary Jane jealous. It became the most mocked sequence in the trilogy almost on release, and has stayed a fixture of “worst superhero movie moments” lists since. The scene almost looked very different. Choreographer Marguerite Pomerhn Derricks originally built the number around breakdancing, head spins included, and Maguire wanted none of it. “Tobey did not want to dance. There was this whole breakdancing scene that turned him off,” she has said. She brought him round by showing him footage of Fred Astaire and Gene Kelly instead, and the finished scene leans on old-fashioned strut and swagger rather than anything closer to hip-hop.

“We meant it to be funny, actually. It was Peter Parker’s version, this lame kid, of what it must be like to be his evil self. But he’s so whipped. He’s so out of it that that’s his take on it.”

Sam Raimi, on the Spider-Man 3 dance sequence

Kirsten Dunst, playing opposite him in the jazz-club scene, has said she struggled to stay in character while filming it: “I had to have a reaction of Peter, what’s wrong with you, but I couldn’t even do it, because when I’d see Tobey, I’d laugh when he was dancing. It’s so ridiculous.” Raimi has stood by the choice since, while acknowledging it landed differently than intended: “I’m glad people find it funny! We wanted it to be fun.”

THE REWATCH

A RECORD OPENING, THE TRILOGY’S WORST REVIEWS, AND THE SEQUEL THAT NEVER CAME

Sony put Spider-Man 3’s budget at $258 million, and trade coverage at the time widely described it as the most expensive film ever made. The box office matched the scale. The film opened to $151.1 million domestically, a record at the time, ahead of Pirates of the Caribbean: Dead Man’s Chest’s $135.6 million. It finished with $338 million domestically and $887 million worldwide, comfortably the biggest total of the trilogy.

Reviews didn’t follow the box office. Rotten Tomatoes lists Spider-Man 3 at 62% from critics and 51% from audiences, both well below the original’s 90% and Spider-Man 2’s 93%, with a critics’ consensus noting that “though there are more characters and plotlines, and the action sequences still dazzle, Spider-Man 3 nonetheless isn’t quite as refined as the first two.” Metacritic’s aggregate sits at 59, down from 73 and 83 for the earlier films. Much of the criticism settled on the same point: three villains, Sandman, Venom and the New Goblin, sharing one film, plus a retcon making Sandman one of Uncle Ben’s killers that critics argued undercut the emotional foundation Spider-Man 2 had already built around Peter’s guilt.

Raimi has since agreed with the harshest version of that verdict. Asked years later if “bad” was the right word for the film, he shot back: “Awful!” “I didn’t really believe in all the characters, so that couldn’t be hidden from people who loved Spider-Man,” he said. A fourth film, built around John Malkovich’s Vulture, collapsed in 2010 when Raimi couldn’t get a script he believed in ready for Sony’s mandated release date and walked away rather than deliver one he wasn’t proud of. Sony rebooted the franchise two years later with Andrew Garfield in The Amazing Spider-Man, closing the book on Raimi and Maguire’s run. For a first watch, Spider-Man 3 closes out the trilogy in the Marvel movies in release order guide, directly after Spider-Man 2.