Read an Excerpt

The Los Angeles headquarters of the Marvel Entertainment Group doesn't fit the traditional image of the Tinseltown power center of legend. There's no gurgling water fountain or cathedral-domed lobby, no rich carpets or chic antiques on display, no endless corridors leading to secret sanctums.
 
Indeed, the Marvel offices are located on the second floor of an unassuming building, down a narrow corridor lined with plain office doors. But behind one of those doors there lies a nexus point of the Marvel universe, a place of imagination where Super Heroes are transported off the comics pages and into other media. Here there's a sensory assault of color and iconic imagery: toy action figures posed on shelves and desks; walls decorated with posters of the vampire slayer Blade, the Incredible Hulk, the Uncanny X-Men, and other Marvel heroes who have, in their own unique way, become movie stars.
 
In this office one balmy day in September 2003, there was a scent of the approaching autumn in the air—and a palpable sense of anticipation. Principal photography for Spider-Man 2 was a month from wrapping and Avi Arad—the former toy designer and Toy Biz partner, now one of the architects of the Marvel universe and a producer for the Spider-Man sequel—was sitting behind his desk, musing that making a movie was much like designing a toy.
 
Arad held up a six-inch Spider-Man action figure, an ingenious wind-up toy with a little projector built into the chest. There was no reel of film in this projector, but the toy was a curious little piece of history. The action figure was stamped MARVEL and TOY BIZ and was copyrighted in 1994, the year once-mighty Marvel's stock had started dropping and the company began a precipitous slide into bankruptcy.
 
The subsequent Wall Street power struggle might have led to Marvel's own mythic Ragnarok, Twilight of the Gods for its pantheon of Super Heroes. It all boiled down to dueling visions, one put forth by billionaire corporate raider Carl Icahn, who'd become Marvel's chairman in 1997, the other by Arad and Toy Biz. It was Arad's dream that the Marvel heroes be given the opportunity to realize their true potential as major movie and merchandising properties. Thus, a key battle for control of the Marvel empire was held in a roomful of investment bankers, where Arad declared that Marvel had a vibrant future, and that Spider-Man alone was worth a billion dollars.
 
It was my vision versus Carl Icahn's cash and in this world, man, it's tough to replace cash.” Arad smiled. “Those bankers were looking at me as if I'd lost my marbles. ‘What do you mean, a billion dollars—for just one character?’ But I wanted them to believe … to take a little time and consider that this literature is amazing, the metaphors for our Super Heroes are amazing.
 
“Thank God, they didn't throw me out. This was a pretty cold audience—of investment bankers and MBAs—but there were also people there who actually read comics. And enough of them trusted me.
 
“That was the turning point, the day that I got 'em.”
 
Before it was over, though, there would be legal challenges that would have sent Sergeant Fury and his Howling Comman-does ducking for cover—including a tangled web of movie rights for Spider-Man himself. But Arad would be vindicated, his prophecy fulfilled: In 2002, under the banner of Sony Pictures Entertainment's Columbia Pictures division, Spider-Man had the biggest opening day and the most successful opening weekend in Hollywood history, en route to more than $820 million worldwide box office. Subsequent DVD and VHS editions of the movie sold 11 million copies the first three days in stores, accounting for $190 million. That, combined with the box office total, neatly achieved the cool billion Arad had envisioned.
 
Spider-Man had struck box office gold, and the film struck a nerve in audiences with its tale of Peter Parker, the awkward high school senior suddenly gifted—or cursed—with the overwhelming responsibility of superpowers. And so, almost immediately, Spider-Man 2 appeared on the horizon.
 
Most of the key production principals who had worked their magic on the first film would return for the 2004 sequel. The creative team was led by Sam Raimi, the director whose work ranged from such cult classics as 1982's The Evil Dead to the critically acclaimed 1998 thriller A Simple Plan. Raimi's original Spider-Man assignment was the stuff of Hollywood legend—he was an unabashed fan of the Spider-Man comics who, in a high-level meeting with Avi Arad, Sony Pictures Entertainment chairman John Calley, and Columbia Pictures chairman Amy Pascal, won the plum directorial job by admitting that as a kid he had pinned a picture of Spider-Man over his bed, and he related to Peter Parker.
 
Other returning Spider-Man veterans included producers Arad and Laura Ziskin, production designer Neil Spisak heading up the art department, costume designer James Acheson, and visual-effects designer John Dykstra helming Sony Pictures Imageworks’ 3-D computer graphics (CG) work. In front of the camera, stars Tobey Maguire and Kirsten Dunst reunited as star-crossed lovers Peter Parker and Mary Jane Watson, James Franco was back as troubled Harry Osborn, as were Rosemary Harris as beloved Aunt May Parker, and J. K. Simmons as irascible Daily Bugle publisher J. Jonah Jameson.
 
Alfred Molina, a new addition to the cast, would star as Dr. Otto Octavius, best known to generations of Spider-Man fans as Doctor Octopus. The character's cavalier nickname, “Doc Ock,” belied his stature as one of Spider-Man's deadliest foes, an egocentric scientist who, in the comics, suffered an accident during a nuclear experiment that caused four mechanical arms to adhere to his body, which came alive under the control of his damaged mind.
 
The entire Spider-Man 2 production would find itself under the gun to duplicate the success of the first film, but Arad himself just shrugged off the pressure. Orson Welles once likened moviemaking to “the biggest electric train a boy ever had,” but to Arad it was more like the ultimate toy box, especially when it came to creating the visual aspect of the film. “That's the joy of being involved in these kinds of movies, because when you look at the [Spider-Man 2] art department people like Neil and his staff, basically it's toy design. There's the same visual commitment.”
 
Arad moved from behind his desk and gestured to a sculpted prototype action figure of the X-Men's Wolverine that was based on actor Hugh Jackman, who played the Super Hero in the first two X-Men movies. “For this prototype you scan the actor and make the maquette, you build the character,” Arad explained. “What gets translated in the movie process is similar. The CGI [computer generated imagery] of a character begins with doing the scanning [of the live performer], the 3-D modeling, and so forth.”
 
The essence of that “visual commitment” Arad mentioned weaves in and out of every aspect of the filmmaking process. It's fair to say that the spearhead for an entire production is its art department. That's where the director's vision and the words from the script first take form in concept sketches, paintings, 3-D renderings, architectural blueprints, models, and literally thousands of other pieces of artwork. Production design, conceptual art, and storyboarding are all inextricably connected to every aspect of a production, from visual effects and costumes to set construction and cinematography. In Spider-Man 2, they were all caught in a web of dreams and designs.
 
Doc Ock would prove to be one of the major design challenges for the Spider-Man 2 team. The character made his debut way back in 1963, in the pages of The Amazing Spider-Man #3, only a year after the world's first commercial satellite had been launched and six years before the first moon landing.
 
Fast-forward forty years to today's modern audiences, steeped in a high-tech culture that was the stuff of science fiction back in ’63, and it became clear that Doc Ock, like Spider-Man before him, would have to evolve. A complex new creature would have to be created. His very reason for being, as a scientist, would have to transform, and a fusion energy device replaced the atomic research of the Cold War era. And those four famous mechanical tentacles would be revamped, to accommodate neural connections and artificial intelligence. Challenges such as these would test the moviemakers every step of the way.
 
“You miniaturize life—that's how you make a toy. But in a movie you want to take it further,” Arad elaborated. “Our movies need a lot of conceptual art and present unique design opportunities. This movie is being released in 2004, it's a big movie with a big director, and you want to push the envelope. If you look at Doc Ock in the books it's the “spirit of what happened to him, but in the movie it's the detailing—what does it mean to be fused? What does it do to you? Robots today have artificial intelligence, there are conversations about nanotechnology, you have prosthetics for arm replacements that can pick up a peanut. Doc Ock is unique in that he's almost real in a way.”
 
The famous Spider-Man outfit—one of the major design challenges of the first film—would receive a bit of a makeover for the new production as well. “There's a different spider on him, we added more detailing on the hands and neck, we made the costume's colors brighter,” Arad said. “The look is so in-your-face and full of confidence—but the man inside is full of doubts.
 
“Spider-Man operates in the real world and we keep him in the real world. He's not a night stalker, one of those mysterious night creatures. So, for this movie we put him even more into the daylight, and to do that took tremendous planning and judgment and artistry just in designing the set pieces.”
 
But while the details were important, Arad also wanted to retain the spirit of the source material, to see the energy and visual dynamics of classic comics panels translated to film frames. “We have the 2-D drawings and words from the comics, years of how Spidey moves, so we don't need to reinvent that. You just want to enhance it, bring it to life.
 
“All of our Marvel movies have this challenge of taking the mechanical 2-D description and bringing it to 3-D. Spider-Man 2 was an interesting opportunity for everybody involved, to take the incredible artistry of the comics and in 3-D lift it, make it bigger than anybody can imagine.”