Spider-Man 3: Tobey Maguire, Kirsten Dunst, and James Franco

“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.”

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