#michael riva

OLD FRIENDS… AND NEW FACES

“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,” said director Sam Raimi.

In Spider-Man 3, Peter Parker faces his biggest challenge to date – and the greatest battle of all is the battle within himself.

“We wanted to explore the darker side of Peter’s character,” said 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,” said Tobey Maguire, who returned 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.”

In Spider-Man 3, 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,” noted 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 played Flint Marko, a man haunted by the mistakes of his past, who is caught in a physics experiment gone wrong. “I consider it an honor, really,” said Church, an Academy Award nominee for his role in Sideway, 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 added. “As a result, he can change his shape and adapt to his environment. He can be 10, 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.”

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,” said the actor, “For the movie, we decided on a leaner look – street hardened, like Terry Malloy in On the Waterfront.”

Topher Grace joined 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,” said Grace. “Sam has gone to great lengths to make this character Spider-Man’s equal and opposite. 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.”

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!” recalled Grace. “It hadn’t even occurred to me that I would become an action figure! It was very exciting.”

“The Spider-Man books have probably the greatest rogues’ gallery of any superhero comic – there are so many memorable villains throughout the books,” said 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.”

“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,” said 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. 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 up 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 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.”

Another fan favorite, Gwen Stacy, made 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. Bryce Dallas Howard took on the role. 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,” said the actress. “This 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.”

“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 experiences before, “noted 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.”

“In terms of logistics and scope, Spider-Man 3 is by far the largest of the three films,” said Ziskin. “Sam has really upped the ante for this film, in terms of action sequences and visual effects involving Sandman and Venom, so it is a gigantic endeavor, with over 1,000 people working towards that goal.”

During production, Raimi relied on key members of his filmmaking team to bring to life before the cameras as much of Peter Parker’s story as possible. “Whenever it’s safe and practical, I like to capture the action in camera,” said Raimi. “Visual effects are an amazing tool for action that human beings can’t do – but if a human being can do it, let’s do it.”

The talented team of stuntmen was ready, but so was the cast. Bryce Dallas Howard, especially, surprised the filmmakers by being game for anything they could throw at her. At one point, the actress found herself hanging from a harness.

After performing several portions of the sequence on soundstages in Los Angeles, Howard was eager to get in the harness again to fly with Spider-Man over Sixth Avenue. “What’s so great about movies is you get to really experience these crazy, crazy stunts, things that you would never emerge from alive in real life,” says Howard. “I knew I would be 100% safe because Sam and the stunt team really protect the actors. So I tried to do as many things as possible, because it’s really fun and a great adrenaline rush!”

Thomas Haden Church was also up to the challenge – in fact, even more so. Whether it was being yanked five feet in the air so he could do a face-plant in the mud, or being chased (and caught) by dogs, or dangling off the side of a set, or falling onto train tracks, or having his face smashed into a pane of Plexiglas, the actor found himself bruised and battered repeatedly, but was ready for anything. According to producer Grant Curtis, “It wasn’t intentional, but it seemed sometimes like if any actor was required to get beat up in any way, Thomas was always drawing that short straw.”

Two members of the production team that played key roles in ensuring that these action sequences were both as safe and as spectacular as possible were special effects supervisor John R. Frazier (who previously served in the same capacity on the first two Spider-Man films) and second unit director Dan Bradley (a veteran of Spider-Man 2). “Working with Sam is like going back to school,” said Frazier. “You have that moment where you say, ‘Oh, this is going to be really, really hard, but a lot of fun.’ It’s  not unusual for me to be on a movie like Spider-Man 3 for nine months, from the beginning planning stages through production.”

One scene that highlights their work is the Subway Drain portion of an elaborate fight sequence between Spider-Man and Sandman. Raimi worked closely with Frazier, Bradley and visual effects supervisor Scott Stokdyk on the sequence, in which Sandman is blasted by the force of a burst water pipe and, quite literally, goes down the drain. Sam wanted Sandman to melt away, in essence, during this sequence.

“This is the largest water gag for one shot I’ve ever done for a film,” recalled Frazier, who had previously supervised the special effects for Poseidon. “We used 50,000 gallons of water, shooting out of a pipe which blasted the rear of the set fifty feet away. When you see this sequence, the water appears to be a six-foot-thick column of water; however, we made the center of the pipe hollow, and used a restrictor plate to control the size of the column of water. The water is recirculated using pumps, which are able to pump 3,000 gallons a minute. We can fill both tanks in about five minutes, so that we are ready for another take.”

The sequence was covered using eight cameras, according to Stokdyk. “This sequence is where Spider-Man discovers Sandman’s weakness – water. We had to put a CG Sandman in here because the velocity of the water is too great to have Thomas Haden Church or a stuntman perform portions of the sequence. Water is a huge challenge for visual effects, especially on a large scale, so our goal here was to seamlessly integrate the elements for the sequence between practical and CG.”

Bradley and Frazier’s work is also on display in an action sequence during a bank heist, in which a security guard (played by none other than producer Grant Curtis) falls victim to Sandman’s wreath. “As a producer, Grant is uniquely qualified for guarding money,” laughed Bradley, “so Sam typecast him and invited him to spend a lot of time on set being buried underneath tons of sand as one of the armored car guards.”

Apprehensive as he might have been about performing the stunt, Curtis says that it would have been pointless to argue. “I’ve worked with Sam for ten years, so I know that once a decision’s been made, he’s going to get his way,” he said.

The sequence begins spectacularly, when Sandman smashes into the top of the armored call with his fist – which, in reality, Frazier’s team made of polyurethane foam. It was eight feet tall, six feet wide, and weighed over 500 pounds. Then, debris – sand – came flying at Curtis. “On the first take, I anticipated the crash and reacted too early,” he remembered. After an adjustment, he nailed the second take.

At the end of the sequence, the guard is buried in sand. To film the scene, the armored car was lifted and tilted at a 50-degree angle so that the sand could be dumped in and fill the car but with a fraction of the pressure on Curtis. The producer soon found himself beneath 4,000 pounds of ground corncob – the filmmakers’ ingenious substitute for sand.

The idea of using ground corncob as a double for sand did not come immediately to the filmmakers. The first man charged with investigating what kind of sand would make Sandman or solving any number of other costuming challenges, Acheson’s motto was: when in doubt, go back to the original text. “We derive our inspiration, as always, from the comic,” he said. “Sandman is one of those remarkable characters who can change shape, dissolve, disappear, grow, or become mud or concrete. We designed various stages and different scales of Sandman’s evolution, working with wonderful sculptors to create maquettes, small statues of Sandman in his various appearances.”

As much as Sandman required each of the departments to step up their game, so, too, did Venom – Spider-Man’s equal and opposite. Acheson and his team created various stages of Venom’s look, working with Raimi to create a tension in the sculpting of the suit. “It was important to Sam and to James that we keep the suit really sharp and aggressive, as with the tendrils that crawl across Venom’s face at points,” said head specialty costumer Shownee Smith, whose company Frontline Design worked under Acheson’s direction to manufacture the specialty costumes for the film.

For scenes where Brock transitions into Venom, Grace spent an hour being placed into the suit, which added between 120 and 140 pounds to his weight. The actor then spent an additional four and a half hours in makeup for the addition of appliances, including special sets of teeth worn by Grace to give the character the illusion of a larger, more menacing mouth. The filmmakers also attached monofilament to the skin on Grace’s face so that they could pull and distort the character as he makes his transformation.

“At one point while shooting the transition scenes, I thought, ‘What have I signed up for?!’” Grace laughed. “I had black goo poured all over me, wires attached to my face that people with fishing poles were pulling up, and other people below me were pulling down… When you see my character in pain, well, there wasn’t a whole lot of acting required.”

Also interacting with each of the departments was production designer J. Michael Riva, the member of the team responsible for bringing Raimi’s stylish vision to life. Riva was especially proud of his work in cresting the construction site that serves as the arena for the film’s final battle. “Making a construction site doesn’t sound very difficult, but if you have only eight weeks to design and build, it’s practically impossible,” he said. “We used over 20 tons of steel, 100 welders, and 200 carpenters working around the clock, seven days a week to get it done! But we all did it.”

The set took six weeks to complete, using tons of steel from a cancelled building project. A construction elevator, complete with operator, transported cast and crew to the various levels of the elaborate set. For the extensive lighting and electrical needs required for the sequence, a labyrinth of connections was designed and installed 80 feet above the stage floor, using over four miles of electrical cable. By the time the set was ready for shooting, Stage 27 was outfitted with approximately 21,000 amps, enough power to service over 200 homes.

“The great thing about a construction site is that it’s a very dangerous place. First, besides the implied height of the set, you have a lot of steel and rebar lying around at such a site. You can always rely on Sam to see opportunities and come up with an effective way to use these set elements to enhance the danger in a scene,” said Riva. “Second, it was an open structure, pretending to be 50 stories high, open on all sides. It offered Sam a jungle gym of possibilities to web up and down, to do a chase all over the face of the steel structure. The higher they go fighting their way up the building, the more the danger and tensions increase. It’s a long way to fall if you’re not Spider-Man!”

For visual effects supervisor Scott Stokdyk – the man charged with bringing the visual effects to the screen – those words were the beginning of a two-year process to develop the technology that would make Spider-Man 3 the most visually stunning film in the series so far. “When we began the pre-production process, the computer programs had not yet been developed which could achieve the look of Sandman and his capabilities that Sam wanted to see,” recalled producer Grant Curtis. “However, Scott Stokdyk and his team created new technology to manipulate every piece of sand on our character. The existing technology allowed management of thousands of particles at once – but to animate Sandman the way Sam wanted to, we would have to be able to render billions of particles. In the end, the new software they wrote required ten man-years to code.”

Stokdyk says that he and his team prepared for the challenge by first observing how sand moves in the real world. “One of the first things we did was to organize a sand shoot with Sam and Bill Pope, the difrector ofg photographer,” Stokdyk continued. “We shot footage of sand every way we would need it – thrown up, thrown against blue screen, over black screen. John Frazier, the special effects supervisor, shot it out of an aero can at a stuntman. Anything we could imagine sand doing in the film, we shot.”

“There’s a character the, emoting, but it’s just a pile of sand,” said Stotdyk. “If we’ve pulled together enough grains of sand to make feel something, then we’ve pulled it off.”

In the end, the artists were all extremely proud of their creation. “Sony Pictures Imageworks delivered on Spider-Man and Spider-Man 2, but for Spider-Man 3 it changed the industry standard,” said Curtis.

Sandman, of course, was not the only character that posed a considerable challenge for Spencer Cook; animating the black-suited Spider-Man required subtle changed to reflect the character’s more aggressive personality, “He’ll move a little quicker here and there, hunch his shoulders a little more, put his elbows up a little higher when he’s stuck to a wall. We tried to find poses that the classic Spider-Man would not do – where the red-suited Spider-Man was graceful and elegant in his motions, black-suited Spider-Man is more blunt, rough, and reckless.”

In creating Venom, Stokdyk notes that the character has at least three different stages. First, of course, is the initial transformation, in which Topher Grace’s skin is pulled away from his body and tendrils of goo cross his face until they completely envelop him. “As he gets angrier, he turns into more of a monster, more of a beast,” Stokdyk noted. First, he becomes a kind of double for Spider-Man, played by Grace. By the very end of the film, he becomes an entirely CG character – the classic Venom from the comic books, with a menacing, unhinged jaw and a full mouth of very sharp teeth. “Everything is alive on ‘comic-book Venom,’” Stokdyk continued. “The challenge was to make a character that was monsterous, very detailed, very kinetic – but not delicate. Despite all the detail, he’s still menacing.

Stokdyk was also determined to break new ground in terms of live-action integration with the visual effects. The supervisor was on hand during production so that he could be ready to take the ball as soon as the scenes were filmed. “It was important to Sam and me to incorporate as much live-action into the CG as possible,” he said. “The typical reason a shot is animated is because a person can’t do all of it. We wanted to find a way to have an actor or stunt person do part of the action, and synthesize the rest. The goal was to find a balance between keeping the shot real and making it exciting and cinematic.”

One dramatic example of this idea comes early in the film, as Peter Parker finds himself ambushed by the New Goblin – his friend, Harry Osborn. “It was Sam’s idea to show Peter fighting as Peter not as Spider-Man,” said producer Avi Arad. “It’s a terrific amount, because it brings home what a personal battle this is for Peter when you can see his face.”

Tobey Maguire and James Franco completed much of the aerial stunt sequence themselves, doing wire work suspended high above the stage floor. “Tobey is really handy with stunt situations, and he picks it up really quickly,” said stunt coordinator Scott Rogers. “James is also terrific – he’s got a great attitude. Both actors are used to the type of physicality required for their roles, and they excelled.”

For Stokdyk, achieving such great heights would not have been possible without the contribution from his team at Sony Pictures Imageworks, assembling, in the end, between 200 and 250 people to complete more than 900 effects shots. “You live and die by your team,” said Stokdyk. “They were always ready to respond, always on their toes. That’s bit of the process of working with Sam, you have to be flexible and ready to deliver.”