Spider-Man 3 About the Production

“In terms of logistics and scope, Spider-Man™ 3 is by far the largest of the three films,” says Ziskin. “We want to fulfill the audience’s expectations, yet bring new and exciting experiences to the third movie. 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 toward 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,” says 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. “When a runaway construction crane causes a beam to crash into a building, it demolishes everything and causes the floor beneath Gwen to collapse,” says Howard. “Gwen tries to hang on to whatever she can grab, but eventually plummets many stories before being rescued by Spider-Man.”

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. Other than Tobey Maguire – Spider-Man himself – Church suffered the most brutal treatment to complete the stunts for Spider-Man™ 3. 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 plexiglass, 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 the 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,” says 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,” recalls 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 this sequence between practical and CG.”

For Bradley, one favorite scene is the fight between Peter and Harry in the den of the Osborn mansion – which contrasts nicely with the aerial battle among superheroes earlier in the film. “It’s a great fight, because it’s mano-a-mano,” Bradley says. “These two guys love each other like brothers – there’s a lot of history between them. Because of confusion, miscommunication, and immaturity, they end up hurting each other.

“We worked closely with Sam in choreographing the fight,” says Bradley. “Sam wanted this to be a fight between two old friends who had a falling out, rather than a ‘superhero’ fight. It had to be driven by the emotions of the two characters, better told through a style of fighting that the audience might relate to. Sam, Tobey, James, and my team worked hand in hand, so that the choreography felt real and true to these characters.”

Bradley’s 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 wrath. “As a producer, Grant is uniquely qualified for guarding money,” laughs 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 says.

The sequence begins spectacularly, when Sandman smashes into the top of the armored car 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 remembers. 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 fifty-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 was costume designer James Acheson. After all, as part of the team responsible for the look of the character, Acheson would have to answer some critical questions early in production. What does a character made from sand look like? Would his face be gritty or smooth? Would his clothes also be made of sand?

Different kinds of sand from around the world were brought in and examined. However, in their investigation, the filmmakers quickly discovered that not only would importing sand be costly, but also, due to its weight, too much of it would be unsafe for the actors and stuntmen. At the end of the day, the creative solution of ground corncob was perfect, because it is both safe and effective: it looks like sand but weighs only half as much.

Whether helping to figure out 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 says.

“Sandman is one of these 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,” says head specialty costumer Shownee Smith, whose company Frontline Design worked under Acheson’s direction to manufacture the specialty costumes for the film.

In order for the audience to connect with the characters, Raimi felt it was essential that the eyes of the masked and the villainous characters be visible at times during the course of the story. “For Sam, it was very important to see Topher’s eyes through the suit,” says Acheson. “Sam wants the emotion that real eyes and a real face convey, so in order to maintain that, we designed various stages that Venom goes through before he becomes a complete monster creation.”

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 various 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 laughs. “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.”

Acheson also was responsible for helping to design another villain, of sorts: the black suit itself. When the goo attaches itself to Spider-Man’s suit, it turns black and brings out some of the darker sides of Peter’s personality. For Acheson, that presented a challenge – how to design a costume that would reinforce the idea that a costume was affecting the character? “It is the same fabric as the Spider-Man suit, but dyed a different color, and we’ve changed the color of the highlights,” explains Acheson.

“We’ve also changed the eyes slightly and have coated the suit with a grid, printed in Plastisol, which we’ve screen printed onto the suit. It is a similar grid system to the red and blue Spider-Man suit, but printed with a black sheen that, we hope, gives the suit a kind of liquidity. It becomes almost an organic structural element within the suit.”

Whether it’s the familiar red and blue costume or the new black one – building a Spider-Man suit is an enormous undertaking, according to Acheson. It takes 200 man-hours to create one Spider-Man suit – and filming required 40 suits. That’s 8,000 man-hours just to create the Spider-Man suit – not counting Spider-Man’s black suit or any other costumes.

Acheson studies the actors’ movements when designing for their characters, and takes into account the wire work they will need to perform when creating the costumes. “Nearly all of the characters in this film wear safety harnesses under their clothes, which obviously affects the way the clothes move and the way the actor moves, so we keep all of these aspects in mind during the design process,” he says.

Acheson, who had designed the costumes for Spider-Man™ and Spider-Man™ 2, says that the Spider-Man™ series still intrigues and challenges him. “I continue to be interested in working with different technologies such as foam, plastics and metals, as well as fabric,” he notes. “I’m interested in the fusion between the sculptor, the special effects shop, and the costume workshop. We had a lot of interaction among those departments with Spider-Man™ 3.”

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 is especially proud of his work in creating 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, it’s practically impossible,” he says. “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 eighty 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,” says 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 tension increase. It’s a long way to fall if you’re not Spider-Man!”

One way that the filmmakers were able to reach such great heights is that many members of the crew are veterans of either Spider-Man™ or Spider-Man™ 2 or both films. One such example is a member of Frazier’s special effects crew – “webmaster” George Stevens, who was in charge of designing and building all of the webs in Spider-Man™ 2, returned to tackle a similar job for Spider-Man™ 3. For a memorable scene early in the film, in which Peter and M.J. share a romantic evening in a giant web under the stars, Stevens built a web measuring 26 by 32 feet. “Counting the research we did before we starting building, we worked on that web for two months,” says Stevens.

When the time came for filming, Maguire and Dunst were lifted by harness and lowered into the web.

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