Spider-Man 3



140 Min

Spider-Man 3

147 Fans

The seemingly invincible Spider-Man goes up against an all-new crop of villains -- including the shape-shifting Sandman -- in the third installment of this blockbusting comic book adventure series . While Spidey's superpowers are altered by an alien organism, his alter ego, Peter Parker, deals with nemesis Eddie Brock and gets caught up in a love triangle.


Apr 16th, 2007


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  • Originally, director Sam Raimi vehemently opposed having Venom as a villain in the film, claiming he hated Venom's "lack of humanity," but Marvel producer Avi Arad convinced him to include the character, explaining that Venom had a strong worldwide following. Raimi eventually came to appreciate the character, based on writer Alvin Sargent's script and actor Topher Grace's performance. However, to keep Venom's appearance a secret, he claimed during the film's casting and production that he hated the character, and had no intention of including the character in this film or any subsequent sequels. To make amends, he then treated the audience at the 22 July 2006 San Diego Comic-Con to the first public images of Venom in the film, albeit with unfinished special effects.
  • SPOILER: Originally, the butler was to be another illusion of Harry's, representing his good side. Even though this idea would have cleared up a massive plot hole (the butler waited to explain to Harry that his father's wounds were not an accident after such a long time), it was cut.
  • SPOILER: Mary Jane wasn't originally going to be in the taxi in the film's climactic fight. This was changed during the middle of shooting. Gwen was supposed to be captured, while MJ would have persuaded Harry to help Peter. The change was made at a late stage and Kirsten Dunst was not happy about it. Sam Raimi even apologised to her.
  • The name of the character Mr. Ditkovitch clearly recalls the name of the co-creator of Spider-Man, Steve Ditko.
  • The character of Eddie Brock/Venom, as portrayed in this film, is an amalgamation of his "Amazing Spider-Man" (an obsessive journalist) and "Ultimate" (a skinny young man with a crush on Gwen Stacy) versions. This was done to present Eddie Brock as a shadowy reflection of Peter Parker (which shows that Peter Parker, when affected by the symbiote, starts to act like Eddie).
  • Prints were delivered to some theaters under the codename "Let's Dance Again".
  • Harry's lab contains his father's Green Goblin mask, as well as a gold "Hobgoblin" mask from the comics.
  • On May 4th, 2007, while promoting the film on The Tonight Show with Jay Leno, Thomas Haden Church revealed that he broke three knuckles during the subway scene where he swings to punch Spider-Man and ends up punching a chunk of the wall away. Church said that the effects crew had told him that the brick in the middle was fake while the upper and lower ones were real. Unfortunately, the foam brick had not actually been put in place yet, and when Sam Raimi yelled 'action', Church spun around and punched the real brick on the first take.
  • Venom is never referred to as Venom. Sandman is only called Sandman once - during a newscast sequence near the film's climax. New Goblin is never called New Goblin - the closest this comes to happen is Peter calling him "Goblin Jr."
  • SPOILER: In the comics, Reed Richards of the Fantastic Four is the one who discovered that the black and white Spider-Man costume is an alien symbiote. However, because movie rights to the "Fantastic Four" characters are owned by 20th Century Fox, it was changed to Dr. Curt Connors making the discovery.
  • In the background, you can see a Charles Manson news article for the Daily Bugle framed and hanging on the wall.
  • SPOILER: When Spider-Man removes the symbiote costume, he is in a church tower and the sound of the bell allows Spider-Man to remove it, immediately afterward, it attaches itself to Eddie Brock where he transforms into Venom. This is almost exactly what happened in the Amazing Spider-Man comics.
  • The demanding shoot in Cleveland meant that a section in downtown was closed down. The pavements had to be repainted to resemble those in NY. Traffic signs and electricity poles were removed for stunts. The shooting schedule also overlapped with the start of the MLB season for the Indians as well as the NBA playoffs for the Cavaliers and the heavier-than-usual traffic had to be re-routed. Despite all this, it is reported that the people of Cleveland welcomed the crew and didn't complain about the disruption the shoot caused.
  • SPOILER: During one of the scenes in Jameson's office, a newspaper in the background says "Doc Ock Still at Large".
  • After Peter tells Mr. Ditkovitch that he'll get his rent when he fixes the door, and goes to the window, on the bookcase next to the window is The Strange Case of Dr Jekyll and Mr Hyde by Robert Louis Stevenson, a story of man's duality, much like the "dark" Peter Parker in this movie.
  • SPOILER: After Mary Jane "breaks up" with Peter and before Peter and Harry talk, they are on a street named Jane, which is part of her name.
  • SPOILER: While Topher Grace was a big comic book fan and had read the first Venom stories as a boy, he found the suit he had to wear as Venom extremely unpleasant. It took an hour to put on (and four hours to apply the prosthetics); and it had to be constantly smeared with goo to give it a liquid organic feel. Grace also had to wear fangs, which bruised his gums.
  • Spider-Man 3 combines all three Raimi brothers. Sam Raimi as the director, Ivan Raimi as one of the writers and Ted Raimi as an actor in the role of Hoffman.
  • Both Topher Grace and Thomas Haden Church confessed that when they were unceremoniously invited to meetings at Sony, they had no idea they would be auditioning for this film.
  • CAMEO(Grant Curtis): producer appears as one of the two security guards in the truck that got hijacked by Sandman.
  • Partial scenes, where Spider-Man is hanging from the back of an armored car, were filmed in downtown Cleveland, Ohio, due to high shooting costs in New York City.
  • Elisha Cuthbert and Scarlett Johansson were both considered for the role of Gwen Stacy.
  • The Spider-Man trilogy has been turned into the basis of a lot facial memes (especially when it's an emotional scene with Peter Parker).
  • The highest-grossing movie of 2007.
  • CAMEO(Stan Lee): the man who tells Peter how great Spider-Man is.
  • SPOILER: The first Spider-Man film to not include any spidey sense sound effects.
  • Release prints were delivered to theaters in three parts, each with a fake title. Reels 1, 3, 5, "Two Timing Friend". Reels 2 and 4, "Back for More". Reels 6 and 7, "Listening Heart".
  • The movie was released the same day as the Spider-Man 3 (2007) (VG) game. (May 4, 2007)
  • Composer Danny Elfman does not return to provide the musical score for this film, citing creative differences with director Sam Raimi during Spider-Man 2. Instead, Christopher Young composes the film's score. In December 2006, however, producer Grant Curtis announced that Elfman had begun collaborating with Young on the film's score music. Interestingly, Elfman turned down this film for Charlotte's Web, which is about a spider who uses her talents to do good. Raimi and Elfman reunited for Oz: The Great and Powerful.
  • A scene of Spider-Man battling a giant Sandman at a construction site was previously done in the cartoon "Spider-Man and His Amazing Friends" (1981) {Spider-Man: Unmasked! (#3.1)}.
  • Ground corn was used as sand because it reflected well on camera.
  • The release date for the film was set before Spider-Man 2 was even released.
  • As of 2017, this is the most recent live-action Spider-Man movie to feature the character J. Jonah Jameson. In the movies with Andrew Garfield as Parker, Jameson was mentioned but remained off-camera; in the Marvel Cinematic Universe with Tom Holland as Parker, Jameson has not yet shown up.
  • The animators at Sony Pictures Imageworks based Venom's movements on big cats like tigers, panthers and cheetahs.
  • DIRTRADE(Sam Raimi): [Campbell]: Bruce Campbell, who appears in most Raimi films, plays the French waiter.
  • SPOILER: The union between Venom and Sandman originally had Venom just offering the cash Sandman needs to save his daughter in exchange for helping him kill Spider-man, but during the battle, Sandman's daughter would come and tell her father that she could not be cured and was going to die, and wanted to die with her father being a good man, not a criminal.
  • SPOILER: The first live action Spider-Man film in which a main villain, Sandman, survives at the end of the film.
  • The jazz bar scene took approximately 2 weeks to film.
  • During Stan Lee's cameo in the film, he uses the catch phrase "'nuff said", which he used frequently in the comics to end short editor's notes inside the panels.
  • As of 2008, this was the most successful film domestically in the U.S. not to be nominated for an Academy Award. It has since been replaced by The Dark Knight Rises, The Hunger Games, and The Hunger Games: Catching Fire.
  • This film was reportedly the most expensive film ever made in U.S. dollars, with a green-lit budget of $250 million. However, with the ground-up development of revolutionary CGI, the astronomical costs of shooting on location in New York (reportedly at $1 million per day) and extensive re-shoots which over-ran the production schedule an additional 8 months, have led many industry insiders to speculate a final tab of $350 Million or more in production costs alone. If this figure is true, then only Pirates of the Caribbean: At World's End comes in second with a final budget of $300 million.
  • This was the first Spider-Man film to not contain a reflection of the main villain in Spider-Man's eye on the poster.
  • The photograph of Mary Jane next to Peter's police scanner is the picture he took of her at the science exhibit in Spider-Man.
  • There were many scenes that were shot but never released on DVD including a montage of Peter (in his black suit) taking down criminals and leaving them strung up, tons of character-building moments, a confrontation scene between Captain Stacy and Eddie Brock (where Gwen dumps him at her father's house) and Peter freaking out after he looks in a mirror and sees a nightmarish version of the Venom symbiote screaming at him.
  • During breaks in filming, James Franco read works by William Shakespeare, Geoffrey Chaucer and John Milton (II).
  • The alien symbiote's main weakness is that it is susceptible to high ultra-sonic sounds. This weakness is also shared by Daredevil, another Marvel Comics character.
  • The first shot of the Sandman forming took roughly 6 months to create.
  • Thomas Haden Church was offered the role of Sandman on the strength of his performance in Sideways. He accepted the part despite the fact that there was no script.
  • The sixth most expensive movie to date (October 2015), and the most expensive movie not belonging to Disney. The five most expensive movies, all of which are owned by Disney, from least to most expensive are Pirates of the Caribbean: On Stranger Tides, Pirates of the Caribbean: At World's End, Avengers: Age of Ultron, John Carter and Tangled.
  • Sandman's theme uses "two contrabass saxophones, two contrabass clarinets, two contrabass bassoons and eight very low French horns" to sound "low, aggressive and heavy". Christopher Young described Venom's theme as "Vicious, my instructions on that one were that he's the devil personified. His theme is much more demonic sounding." Venom's theme uses eight French horns. Sam Raimi approved the new themes during their first performance, but rejected the initial music to the birth of Sandman, finding it too monstrous and not tragic enough. Young had to recompose much of his score at a later stage, as the producers felt there were not enough themes from the previous films. Ultimately, new themes for the love story, Aunt May, and Mary Jane were dropped.
  • According to composer Christopher Young, the Sandman's theme was composed with two contrabass saxophones, two contrabass clarinets, two contrabrass bassoons and eight (very low) French horns to describe Sandman as "heavy and aggressive." Venom's theme was meant to make him sound "vicious and demonic" and used eight French horns.
  • Topher Grace left That '70s Show to star in this movie.
  • Reportedly an early draft had John Jameson, the astronaut from Spider-Man 2, returning from a space mission with the symbiote as a stowaway. To save time and money, this was eliminated in favor of having the meteorite just happen to land next to Peter Parker.
  • This was Cliff Robertson's final film before his death on September 10, 2011 at the age of 88.
  • Originally, Dylan Baker's Curt Connors was meant to mutate into the Lizard and become the main villain for this film. There is a lizard skeleton in Dr. Connors' laboratory that foreshadows this metamorphosis. Another hint is the fact that his right arm is missing: in the comics he tried to restore it using reptile DNA, which led to his transformation. The Lizard story was filmed, with Rhys Ifans in place of Baker, for the reboot movie The Amazing Spider-Man (2012).
  • Sam Raimi had previously considered Thomas Haden Church for a role in The Gift.
  • CAMEO(Emma Raimi): The girl who sells her camera to J. Jonah Jameson for $100 is Sam Raimi's daughter.
  • Series Trademark: [song] During the celebration scene the band plays an alternate rendition of the Spider-Man (1967) TV show theme while Spider-Man ascends to the stage. However, the song is absent from the closing credits for the first time in this series.
  • In the comics, the symbiote was a flowing sentient liquid ooze. Sam Raimi was very clear on the film's portrayal of the symbiote: he wanted it to have character, but not to resemble a spider or octopus. As portrayed in the film, it possesses a webbing form (it was composed of many separate CGI threads) that gives it a sense of life and an appearance of gripping onto someone's body.
  • The film's translation in Russia is "Spider-Man 3: Enemy in the Reflection"
  • Phil Saunders, one of the art crew members, says that production designer Neil Spisak was let go just a few weeks into principal photography. J. Michael Riva was subsequently hired for the remainder of principal filming and re-shoots. However, both Spisak and Riva are credited in the main titles sequence.
  • Sam Raimi is the first director to helm all three installments in a superhero franchise. At the time Bryan Singer had only made 2 X-Men movies and Tim Burton and Joel Schumacher each did two Batman movies. Christopher Nolan is second with his Dark Knight Trilogy. Bryan Singer became third when he returned for X-Men: Days of Future Past.
  • To prepare for his role as the Sandman, Thomas Haden Church worked out for 16 months, losing ten pounds of fat and gaining 28 pounds of muscle. He based his performance on misunderstood monsters, like the Golem from Der Golem, wie er in die Welt kam (1920), Frankenstein's monster, and King Kong.
  • It was delivered to UK cinemas under the code name "Back for more".
  • The font of Venom's web message is the same font used for the title of the comic, Sensational Spider-Man.
  • When production started, the computer programs to render the Sandman and his capabilities had not been developed. As production progressed, these programs were completed but the amount of man-hours put in to meet the deadlines were astronomical.
  • In total, the film took 2 years and 10 months to make.
  • Thomas Haden Church worked out for 16 months to build up his physique to portray the Sandman, and Topher Grace worked out for six months to prepare for his role as Venom.
  • SPOILER: Immediately after Spider-Man 2 released, Ivan Raimi wrote a plot for the third film in two months. According to Sam Raimi, the film initially dealt with the concept of heroes with a dark side, and villains with a sympathetic side. As well as dealing with the "triangle" between Peter, Mary Jane and Harry, the Sandman was made the film's official "villain"; the screenwriters made his character, merely a petty criminal in the comics, the real killer of Ben Parker to further Peter's guilt over his uncle's death. Raimi wanted another villain in the film, and eventually settled on the popular villain Venom to please the fans. There was also the addition of a rival love interest, Gwen Stacy, to complicate personal matters. However, with all these additions, the story became so complex that Alvin Sargent considered cutting it into two films, before realizing he could not create a successful intermediate climax for the third film to lead into the fourth.
  • Sam Raimi was deeply unhappy with how the film turned out. He had hoped that the planned fourth film would have made up for it.
  • The Ditkovitch family are named after Marvel Comics artist and writer Steve Ditko, original illustrator of Spider-man.
  • Opened in 4,252 theaters, more than any other movie before, beating out the former record-holder Shrek 2 which opened in 4,223 theaters. The record was then beaten by Pirates of the Caribbean: At World's End, which opened in 4,362 theaters in the US.
  • Real sand was used for Sandman, except when characters were being buried or covered in sand. Since real sand would have been a possible hazard for such scenes, ground up corncobs were used instead, and provided a great snack for the cast and crew.
  • John Dykstra, who won an Oscar for his work as visual effects supervisor on Spider-Man 2, had declined to work on the third film. Instead, Dykstra chose to work on Hot Wheels. Scott Stokdyk took over as visual effects supervisor.
  • While being in the Venom costume, Topher Grace didn't drink any water during his breaks because he couldn't use the bathroom with his costume on.
  • According to Grant Curtis, in early production the Vulture was originally going to be in the movie, and Ben Kingsley was involved in negotiations to play him before the character's story line was replaced by Venom. Kingsley later appeared in Iron Man Three (2013) as another classic Marvel villain, the Mandarin.
  • Over 600 latex "web" balloons for the rally scene were hand-painted with a Sharpie marker.
  • Adrian Lester had as cameo as a research scientist who is sought after by the Sandman to find a cure for his ailing daughter. He was seen in one teaser trailer for the film; however, his scenes were cut from the final theatrical version.
  • The font used for the posters of the play Mary Jane appears in, was originally designed for the first Fantastic Four logo.
  • It took three years to create the visual effects required to portray the Sandman's powers. To understand the dynamics of sand, various experiments were conducted with sand (launching sand at stunt men, splashing the stuff around and pouring it over ledges). Sand sculptors were also consulted for advice.
  • SPOILER: You can see Flash Thompson in the background at Harry Osborn's funeral.
  • SPOILER: In the comics, Harry Osborn dies because the Goblin formula he ingested was fatally unstable, and was slowly poisoning him. Sam Raimi changed Harry's death to parallel his father's death in Spider-Man. However, in Harry's final scenes, his pale look could be a sign of the Goblin formula's effects.
  • SPOILER: The scene where Spider-Man throws an exploding pumpkin back at Harry, exploding in Harry's face, recalls a similar scene in Spider-Man. Green Goblin throws a pumpkin at Spider-Man, blowing off half of his Spider-Man mask.
  • It was considered at one point to split the movie into two films.
  • The movie had the best per-theater average ($34,807) ever among wide releases.
  • Over 1000 people worked on the film, some of them putting in the 8000 hours needed to construct the 40 Spider-Man suits and others writing complicated CGI software.
  • According to Bryce Dallas Howard on the DVD commentary, the actor who plays the photographer during the crane accident scene performed magic for her at a birthday party when she was in the second grade.
  • Bryce Dallas Howard performed her own stunts during the crane accident scene, unaware that she was pregnant at the time of filming.
  • Sam Raimi stated in an interview that he has no interest of seeing Carnage in a live action movie, as he said that about Venom. However, he said that Toxin would make a cameo in future Spider-Man movies, without Carnage.
  • The hospital set was the one used on Strong Medicine.
  • SPOILER: When Eddie jumps in the symbiote, during his death in the explosion, for a few frames, his skeleton briefly appears, around the same time the ball of nuclear energy is released, after being pulled in.
  • SPOILER: This is the only film of the trilogy not to feature Spider-Man swinging through the city at the end.
  • One of the sounds used for Venom is of a Tasmanian Devil.
  • Kirsten Dunst, a natural blonde, plays redhead Mary Jane, while Bryce Dallas Howard, a natural redhead, plays blonde Gwen Stacy.
  • The villains' meeting would have seen Eddie coming across Flint pretending to be sand in a playground for his little girl to play on. Talking to Flint, Eddie would have convinced him that his girl may be cured yet.
  • According to James Franco, they had to go back and do some re-shoots just prior to the release, because test audiences felt that there was not enough action in the film.
  • Sam Raimi and Tobey Maguire were the driving forces that got Sandman into this film. During press interviews for the first two Spider-Man films, Raimi and Maguire repeatedly mentioned Sandman as a villain they would like to see in the third film.
  • The film's visual effects designer, Scott Stokdyk, created a miniature of a skyscraper section at 1/16th scale, instead of using CGI, to save time and costs, and so that damage done to the building could be portrayed realistically.
  • The name of the character who replaces MJ in the play is Andrea Rubin; Sam Raimi's sister is named Andrea.
  • The film's IMAX screenings reached $20 million in 30 days, faster than any other 2D film remastered in the format.
  • At 140 minutes, this is the longest of the original three Sam Raimi Spider-Man movies.
  • All of the screams Kirsten Dunst had for this film were recycled from Spider-Man 2.
  • When the symbiote attaches to Peter's motorcycle license plate, it takes on the shape of a V (for Venom).
  • The song that Mary Jane performs on stage is from the Irving Berlin stage play "Annie Get Your Gun".
  • To prepare for his role as Venom, Topher Grace worked out for six months, gaining 24 pounds of muscle. He based his performance on alcoholics and drug addicts.
  • In a fight scene where Spider-Man punches through Sandman's chest, congenital amputee boxer Baxter Humby took Tobey Maguire's place in filming the scene. Humby, who was born without his right hand, helped deliver the intended effect of punching through Sandman's chest.
  • Some of the track and electrical hardware in the subway sets were on loan from SEPTA in Philadelphia and came from the city's Broad St. Subway.
  • Eddie's line - "My spider-sense is tingling... if you know what I'm talking about!" - when referring to MJ, was Topher Grace's idea.
  • A sequel was in development and was going to feature Dr. Curt Connor's turn into The Lizard and feature Carnage. But after some disputes over the script and Sam Raimi, the movie was cancelled in favor of a reboot.
  • CAMEO(Christopher Young): the conductor and the guy standing next to the piano player at Mary Jane Watson's rehearsal scene.
  • Alvin Sargent secured a seven figure deal to rewrite Spider-Man 2 and work on Spider-Man 3.
  • Not only was there a fourth installment planned but also a fifth installment and a sixth installment were planned as well.
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