All language subtitles for Icons.Unearthed.S08E03.The.Kids.Want.to.See.the.Puppets.1080p.AMZN.WEB-DL.DDP2.0.H.264-BTN_track4_[eng]

Tally ho.

When Spider-Manhit cinemas in 2002,

all it took was 48 little hours
and a franchise was born.

You are amazing.

It's been a huge success.

Spider-Man kind of
single handedly

changed the economic functions
of Sony Pictures.

For Sony,
one thing was obvious.

They needed
to take a second bite.

And they needed to do it fast.

It was a ticking clock.

We can't make
this sequel fast enough.

Twenty-four hours later,
I remember getting a call.

- -"get ready for Spider-Man 2."

There's no way.

There's no way
I'm gonna do Spider-Man 2.

This is the hardest show.

They had the talent, sure...

Tony said, "Yeah,
we can do Doc Ock."

...but did they
have the tools...

The Holy Grail at that time
was trying to make
a digital image look like film.

...to create a monster?

Or was this monster
really coming for them?

I was totally scared.

You've got to be
stark raving mad.

Oh, my gosh,
we have to do it all again?

I just so want to be done
with this show.

One thing was for sure.

It wouldn't
take long to find out.

It was a moment of sheer panic.

Sam says,
"Don't let this movie
look like a fucking cartoon."

Following the success
of Spider-Man,

Sony greenlit a sequel
faster than you can
say "bottom line".

Production on Spider-Man 2

started immediately
after that first one hit.

That was incredibly scary,

not because we didn't know
how to make the movie.

The good news is,
at this point,

we know how
to make the movie.

Good news.
And the bad news?

But we don't have a script.

Yep.
Sony's economic fortunes

were riding on
an as-yet non-existent script.

If you don't have a script,
it could be two years,

it could be eight years.

It had to be
less than five years for Sony,

thanks to
their deal with Marvel.

And so the clock was ticking.

As part of that deal,

as long as Sony Pictures
has a Spider-Man property
in development,

Sony Pictures retains
the rights to Spider-Man.

This was
going to be a rush,

and it didn't bode well
for the production.

Historically and statistically,
sequels are rarely better
than the original movie.

But Sony wasn't just going
to put out any old thing.

The key to a very good sequel

lay in Peter Parker himself.

Stop. Stop!

You have this character
that we connect to
because of his vulnerability.

But now he has powers.

And so
the challenge became

how to make a superhero
just a regular guy.

You have to find a way
to make him relatable

and to continue
making him relatable.

The first
to tackle the problem

was the writing team
of Millar and Gough,

best known for
their hit show, Smallville.

They turned in
a script that featured
The Lizard, the Green Goblin,

- Black Cat and Doctor Octopus,
which was perhaps...
- Overstuffed.

So David Koepp,
from the first movie,

was brought back in
to co-write,

and while
he dropped Black Cat,
he added Gwen Stacy.

But it was still
a bit too much.

And so Sony brought in
Pulitzer Prize winning
author Michael Chabon,

who got rid of all the clutter
and focused on Spider-Man's
great nemesis, Dr. Octopus.

But his version of Doc Ock
was much too young,

which the studio
didn't like, either.

And so...

They brought in Alvin Sargent,
who had done
some uncredited rewrites

on the first film
to write Spider-Man 2.

This is a guy who had
a great pedigree behind him.

He'd already won Oscars
for writing Ordinary People.

And Julia, so you know,
very much, considered
among the cream of the crop.

Because
if the two year window for
the whole project was scary,

that meant...

We need to be on location,
filming again in six months.

But before they could let
the dread and panic set in,

they decided
to focus on the positive.

We found ourselves saying,
like, "So we don't
know a lot about this,

"but do we know that Doc Ock
is going to be the--

"Like, can we commit to
we're going to start
making a Doc Ock?"

And yes,
Sony had agreed to go ahead
with Dr. Otto Gunter Octavius,

who was introduced in 1963
as the main villain.

Doc Ock is probably the,
you know, one of the great
comic book villains

and certainly,
maybe even the best

up until that point.

I am Dr. Octopus.

Like all of his creations,
Stan starts in the same place.

I needed a name.

Having used
a chameleon in the first issue

and a vulture in the second,

Stan Lee was slowly
working his way

through the animal kingdom,
when he thought of...

Dr. Octopus.

New villain in town.

- "Doc Ock".
- Genius.

As for his origin story...

[O'Connell] He created
these artificial limbs

that can essentially help him
in these dangerous experiments

that he's trying to put on
that get fused to his body.

The laboratory
explosion nearly left
the once good doctor for dead.

He wasn't an evil guy.

He just was a guy
that was made crazy
by the accident.

And this
would be a challenge

unlike any other
for the Spider-Man crew.

For me, it was
a moment of, you know,
"Can we really do this?"

A moment of panic, honestly.

Now,
it was a good time to panic

as the situation
was made more daunting

by the instructions
Sam Raimi issued
to his visual effects team.

He wanted the best shot
in Spider-Man 1

to be the worst shot
in Spider-Man 2.

So he's like,
"We've got to raise the bar."

And the bar
was practically as high
as the New York skyline.

[Bottegoni] Sam
wanted you to be there
with Peter Parker.

He wanted you to be climbing
those walls with him

and swinging
through the city with him.

Spider-Man swinging
through the city is one thing,

but when it came to Doc Ock's
eight swinging legs,

Sam Raimi would need
to take a different approach.

And so he hired this guy.

Three, two, one and action.

With a handful
of big name Hollywood films
under his belt,

Steve was a master fabricator
and much more.

Steve Johnson is a character.

He's an absolutely
unbridled, brilliant artist.

- Do I look shiny?
- No, no, no,
you look perfect.

A powerful personality.

Your nodding of your head
is making me crazy.

- I'm sorry.
- I'm sorry.

You don't have to agree
with everything.

You know, for some people
it can be very intimidating.

Now you're making me nervous

because you're not
nodding at all.

- [Womana] I'm trying.
- Find a happy medium.

I don't want
to make you nervous.

But when
Sam Raimi asked Steve
if he could handle Doc Ock,

it was Steve that was nervous.

How can anyone
in their right mind say,
"Yep, Sam, I can do that."?

[Johnson] You don't know
what it looks like,

but you've got to
put amount of...

An amount of time
and an amount of money on it.

You've got to be
stark raving mad.

Steve
and his team had no idea
how big the job would be.

Number one.
One of the most difficult
things in a project like that

is to figure out what's
going to be practical,
what's going to be digital.

So that was, like,
a big question.

Sam Raimi
liked to answer that question

with another question.

Sam would always say,
"What do you think
the kids would want to see?"

What Sam would say,
repeatedly,

"The kids want to see
the puppets."

I knew what he meant
was not children-kids,

but anyone
who watches the film
in their heart as a kid

and they want
to see the puppets.

Yes, I hired
an entire team of puppeteers

that worked with us
in my studio,

simultaneously
to the building.

So we would start by
pulling out some of
the more difficult scenes.

And we do very
quick, lightweight
mock ups of the tentacles

and their... their heads,

and shoot them
and edit them.

I put sound effects,
put music on them

and sent them up
to Sam and say,
"Hey, look. What you think?"

One
of the young fabricators
working in Steve's lab

was former fabricator
on Spider-Man 1, Eric Hayden.

I was very much hired
just to help build the thing.

But little did Eric know

that soon,
he'd be in way over his head.

[Johnson] So we
mocked them up
in foam rubber

and vacuum form plastic
and whatever

we could get together
real quickly.

We had to come up with
the exact right the type of foam
that was not too heavy,

and yet it was
still sturdy enough
that it wouldn't break,

that could be chrome-plated.

It was like
being in a science project

for six months
before they even
started shooting.

Now, by the time
you get a bunch

of MIT-trained
engineers in there

and there's 8,000 motors
and, you know, hard cast parts

that are actually
vacuum metalized,

the weight goes up, up, up, up.

Dr. Octopus
was turning into a monster.

It started to
become pretty obvious...

that we couldn't
do all this stuff
because of the weight.

But it was so difficult.

And while
Steve and his team

were trying to figure out
how to make animatronic
arms for Doc Ock,

Sony was getting its arms
around a whole different
kind of problem.

After the success
of Spider-Man,
Marvel sued us.

And they specifically sued me.

Because they felt like
they wanted more
of the money.

They tried to get me fired.

Because,
as you'll remember,
Yair, on behalf of Sony,

had negotiated
the filming rights
for Spider-Man.

We ended up
paying $10 million
for Spider-Man.

And now
the Marvel leadership of
Ike Perlmutter and Avi Arad

had a few issues
with Sony's success.

We had negotiated a deal
for Spider-Man.com with Marvel

and at the last minute,
Ike said, "Screw you, guys.

"You can't have
the Spider-Man URL."

So that's why
it was launched to
SonyPictures.com/Spider-Man.

And how
important can it be?

It's only a URL.

Part of the reason
he launched a lawsuit

is when Spider-Man
was on the cover
of Time magazine,

it said "Sony's Spider-Man".

Didn't say
Marvel's Spider-Man.

It said Sony's Spider-Man,

because it was
sony.com/Spider-Man.

That's where
you accessed everything.

So Ike had
had enough of this
young hotshot exec

and sent out
Avi Arad after him.

They filed
a confidential lawsuit,

and then they sent
that lawsuit

with a false cover letter

on behalf of concerned
Sony employees.

In which, essentially,
Ike and Avi asked
Sony to fire me

as part of their
renegotiation of the deal.

Following
the success of Spider-Man,

Marvel was playing dirty

in the hopes of
renegotiating their deal.

But Sony was
sticking by their man

and wasn't giving in
to intimidation.

I was by then
promoted to vice chairman,

and I was leading the company
with Amy Pascal and Jeff Blake.

Yair was safe
and his job secure.

But as it turns out,
he wasn't the only one
at the negotiating table.

We found ourselves
in a bit of a pickle
when Tobey played Hardball.

- I'll give you 150.
- 300.

That's outrageous.

That's right.
The star of the movie,
Tobey Maguire,

did some negotiating
of his own.

Tobey wanted more money.

I missed the part
where that's my problem.

And why wouldn't he?

He was successful
the first time out.

In fact,
Tobey felt that

since he had helped
make Spider-Man massive,

he should now be
a backbreakingly
expensive hire.

His claim was that he had
hurt his back on the first film,
and that's why he,

um, he was holding out
the negotiation
on the second film.

-
- Oh, my back!

Well,
when it came to negotiations,

Tobey Maguire definitely
wasn't holding back.

It's not always
the actors themselves

that are gunning for
more clout or more money.

It's often their team
that's doing it.

Whoever was driving it,

the protracted negotiations
were stalling Spider-Man 2.

Sam felt really betrayed
when Tobey was
holding up the sequel.

Sam basically
convinced everyone

to take a risk on Tobey
on the first film.

And so I think Sam felt
really hurt by Tobey's,

um, gamesmanship.

We did have a flirtation
with Jake Gyllenhaal,

and he was ready
to step in for Tobey.

But in the end,
they brokered a truce
over a little dinner.

We had
a Sunday night gathering

with Sam and Tobey
and Amy and Laura.

And what played out
is that Tobey felt
an obligation to Sam,

and Sam made it clear
that he was willing
to move on and hugged it out.

And... Yeah.
Tobey was back.

I'm back!

He was back
and he had every reason
to scream it from the rooftops.

I think they backed up
a truckload of money to him
and he said, "Thank you."

Tobey was
reportedly paid $17.5 million,

up from the four million
from the first film.

The sequel is where you
negotiate your payday.

So, you know, given
the success of that first film,

I think he had it
coming to him.

With a big payday
and even a cut of the profits,

Tobey Maguire
was ready to roll.

Now all they needed was,
well, a script.

It's go time
and the script is not ready.

But what was ready
was a presentation

of Doc Ock's tentacle arms,
for Sam Raimi's Eyes Only.

[Johnson] I will never forget.

I was like, "Oh, my God.

"When Sam sees this atrocity
and how many people it takes

"to operate,
he's gonna blow up.

"That's gonna be,
it's gonna do
everything digitally."

So we get out there
and Sam takes a look at it,

and we've got these
overhead wires taking out,
you know, on gantry,

some puppeteers
holding the weight and...

But it was,
it was a lot of puppeteers.

So each tentacle
had four people on it,

uh, when we were
fully going, of rigging,

that had to be set up
for each shot.

And then
there were 16 people,

uh, around it to animate
the four tentacles

when all four tentacles
were going.

[Johnson] And Sam goes, "Okay.

"So what I'd like him to do
is I'd like him to stand
against this lamppost.

"Grab a cigar out of
his pocket with one tentacle,

"grab a lighter out
of the other one,
light the tentacle,

"toss it on the ground,
stomp it out
with another tentacle,

"then he sees
a cop car approach,

"and I want him
to run over there

"and knock the cop car
out of frame."

And I'm like, "Sam, these, uh,
these aren't real tentacles.

"You know that,
right?"

And he goes, "Well, well,
well, what can we do?"

And I go, "Well, we can...
We could do that.

"But we just
have to break it up
in different shots."

And so Steve and his team
mocked up a presentation

that got Sam Raimi's
wheels spinning.

In order to prove
to the entire production

that this stuff would work,

we did this test.

So Sam Raimi
dreamed up a scene
solely to allow Doc Ock,

and possibly himself,
a chance to fully
express themselves.

But given the time crunch
they were under,
this wouldn't be just a test.

It wasn't a test.
It ended up in the movie.

Yeah. Oh,
it was totally crazy.

As to where
it would go in the film...

Ah, well,
they would decide that later.

The script was very much
a work in progress
throughout the whole process.

And even though
they didn't have a script,

they had at least cast
their lead villain,
Alfred Molina.

Fasten your seat belts.

He was able to come in
and do rehearsals with us,

which probably made him
feel more comfortable

than having him
lay there on the bed

and having us poke at him
with remote control arms.

It would've been very easy
for an actor to come

and be like,
"Dude, I'm not gonna
put all this shit on me.

"Um, don't you have
computers to do this?"

In which case,
that would-- that would
have been the end

of our entire
involvement right there.

And when
cameras began to roll
in the hospital scene,

one crew member was
unceremoniously expelled.

Oh, this is giving me PTSD.

Just remembering
all of this.

It turned out
that lead puppeteer Bill Bryan

was proving
difficult to work with.

He is one of the most
genius fabricators.

He built the Stay Puft
Marshmallow Man.

He was the Stay Puft
Marshmallow Man.

One of the most pure artists
that you'll ever meet, ever.

But just didn't
communicate great.

And so,
at a certain point in time,

I don't know
how I earned the trust
of Steve and other people,

but they was like,
"Just don't tell anybody.

"Just let's just have
Hayden do it."

Thankfully, in his corner
was producer Laura Ziskin.

And they didn't really want
to make a big fuss about it.

And, uh, but Laura
was like, "No, I...
You're doing great."

And she also made sure
that I got, you know, into SAG

so that I could participate
with the puppet.

And it was...
It was a big deal to me.

And I wanted to do good by it.

But Steve Johnson
had a few wise words
for his young protege.

Steven pulled me aside
and said, "We're doing this.

"But we didn't tell anyone,
so just don't fuck it up."

So with the fate
of the practical tentacles

in the hands of a young,
inexperienced puppeteer...

I was scary shitless.

...they began to roll.

Anybody here
take shop class?

-
-

While
Sam Raimi might have been

a little uncertain about Eric,

one thing he was sure of

was that
the scene would have
his signature style.

The hospital scene was
absolutely influenced by
Raimi's previous artwork.

There's no doubt

The hospital scene
was pure Sam Raimi.

Look, I mean, the shadow
on the wall of the tentacle
creeping up on the nurse.

One shot at a time

from set up to set up,
they decisively
and meticulously

dissected their way
through the scene.

One of the things that we did
that worked great

was if we had an insert
close up of...

We actually made a glove

so it had, you know,
those faces

that each one
of the tentacles had.

Uh, there was a hand inside,
operating it,

and it was just sculpted
like a tentacle.

And it could do
all kinds of cool stuff

very, very, very simply
and directly.

So we could do a smile.

We could do an angry.
We could do quizzical.

All these things depend--

'Cause these heads had
so many points of movement.

It was ridiculous

When the tentacles
worked best

is when we rehearsed it
almost like a dance.

It was a repeatable thing.

Each person
involved with it knew,

okay, the arm goes up here
at this point,
and then the thing turns,

and then the little
pinchers come out.

And so, It was like
you could count it off
like a-- like a dance.

The hospital scene dance,

which ranged
from a graceful waltz...

...to a violent tango...

...was a total success.

[Johnson] That's all practical.

Every single shot is practical.

It was crazy and it worked.

I think everyone was ecstatic.

The vibe on set went
from being one
of pure skepticism

to, "Oh, we got to
get him a chair here
so he can talk to Sam."

And suddenly,
Steve and Eric's dance card
was filling up.

For me,
it was just, like, "We are here.

"Do the puppets. It's worth it."

And there was very few shots
that were replaced later.

But CGI
still had a part to play
in the overall cleanup.

Painting out
the puppeteers poles...

There is one shot
that I know for sure

they didn't remove the pole of.

...even if they
did miss a spot.

It's in the hospital scene shot.

The chrome chainsaw
hits the ground

and you see the reflection
of the tentacle retracting.

You can definitely see
the poles holding it up there.

And it kills me
every time I watch it. Sorry.

The hospital scene
proved the effectiveness

of the puppetry
for Doc Ock.

It also revealed a problem.

I think what Sam
and company learned
was we could do it,

but it's just gonna
take more time.

While the hospital scene
had been a practical success,

there were still some
in the production that felt...

It was impractical.

It was just a nightmare.

That's industry
legend John Dykstra,

the guy responsible for this,
you know, Star Wars.

And, among many
other things, this.

And John Dykstra,

the great legend
of movie magic,

despite what
the kids might want...

- The kids wanna
see the puppets.-...had some reservations.

Puppets did
some stuff really well.

Close ups,
intimate interaction
with the actors...

Great.

But when you've made
those long legs,

they were really,
really hard to control.

Which is not
what the puppeteers
wanted to hear.

I pulled John Dykstra aside
like, "Dude, I'm here
because of Star Wars."

I mean,
how can I not be in awe
of working with John?

And it was special.
It was really special.

Even though at times, we
were at odds with each other.

'Cause, I mean, at times

it's very easy for him
to say, "Hey, Sam,
we can do this in post."

But it was
shaping up to be a battle
between David and Goliath.

The experienced vet versus
the optimistic youngster.

We have to win every shot.

I think that attitude
might have made

some people disgruntled with me
throughout the process

'cause I was probably
pretty relentless about that.

Meanwhile,
to finally get

the Spider-Man 2script finished,

writer Alvin Sargent had
to solve a philosophical
question of his own.

If the character keeps getting
better at what he does,

he keeps saving the world,

he's going to gain
more confidence.

And a confident
Spider-Man wouldn't make
for a very relatable character.

But Peter Parker
has one advantage.

He's a teenager
and most of us
can relate to that.

Raimi and Tobey Maguire
and Sargent

made sure that you cared
about Peter Parker
and his struggles.

The start of that movie
is not Peter Parker
on top, kicking butt.

It's him trying to deliver
a pizza on time,

while it's still hot.

You have to make it in time.

Everyone who was a teenager,
who's no longer a teenager,

I think you have
sympathy for teenagers

because you remember
what it's like to be
that overwhelmed and awkward.

And to me, that's
the essence of Spider-Man,

it's the duality of this kid

who is awkward and bumbling

and kind of nerdy
and has no game.

But
one of the film's producers
was constantly pushing

for some soft edges
to the story.

And that producer
was Marvel's very own

Avi Arad.

What I saw Avi bring
to the table repeatedly

was what he used
to call schmaltz.

Avi Arad,
the same man who called for

the unceremonious
dumping of Yair,

was showing that he
had a heart, after all.

[Peter] I thought I could be
there for you, Mary Jane.

But I can't.

[Landau] He brought
a lot of emotion.

A lot of the concrete
emotional moments,

I think, were
pushed to that level

by obvious involvement
as a producer.

With the script
still taking shape,

Sam Raimi was planning
scenes on the run,

keeping his army
of storyboard artists busy.

Spider-Man 2,
we had nine
storyboard artists.

And he has each one
do their own sequence.

And sometimes he has
different storyboard artists
do the same sequence,

so he can combine to get
the greatest sequence we can.

We would oftentimes
not get a script page,

we'd get a storyboard.

"Work on this. Make...
Make this work," you know.

And the puppeteers themselves

came up with things
like, "Hey, what can
we do with this?

"Well, we can light a cigar,
or we can take
her sunglasses off."

You know, Sam works
works like a crazy person.

He's always
shooting for 14, 15 hours,

going back doing storyboards,
rewriting stuff.

Raimi's planning
was so ambitious,

he was imagining
the impossible.

Sam, with his
storyboard artists,
and his pre-vis artists

started creating
and designing shots

that were things
you just couldn't shoot.

So it was
back to the drawing board
or storyboard.

The script was very much
a work in progress
throughout the whole process.

A process
that commenced whether
they were ready or not

when filming began
in November 2002.

There was a day on set
where Peter Parker,

his vision isn't
working anymore,

Has to wear his glasses.

And there's a point
at which his glasses fall
and break on the ground

and he realizes
he can see again.

And that he's got
his powers back.

And Sam yelled to everyone
on the set, he goes,
"Everyone, get over here.

"Everyone just gather
around, circle up.

"I really don't like this page."

"So ten dollars of
my hard-earned money goes
to anyone who can come up

with a better way to show
that Peter Parker
has his powers here.

You know, everyone's
like, "Oh, but this..."

There was, there weren't
any like better ideas
that were shared.

But for a moment,
maybe five minutes long,

every grip, and electrician
and PA and craft services

or anyone who was nearby
gathered around

and felt like they were part
of the storytelling process.

But that sort of ambiguity

in terms of
what they were shooting
did take its toll on people.

It's figuring out how you do
the thing that you want to do.

I worked for Sam Raimi
for a long time,

and I've seen him really up
and really happy.

And then I've seen him
where he comes out of a meeting

and he wants to
jump out of a window.

Fortunately,
the only thing

Sam Raimi jumped into
was his work.

As Sam's shooting,
his mind is, like,
going and going,

like, "Oh, I learned
this from this,
and I can do this and this."

So during the shoot,
you get, like, colored page
printouts of updates

and put them into your script
as you're shooting.

By the end of the shoot,
we'd have this,
this rainbow-colored script.

But if
there would be a pot of gold
at the end of the rainbow

would depend on pulling off
the film's major set piece.

There was going to be
a big stunt sequence
on the Manhattan Bridge,

and it proved to be
kind of impossible.

We couldn't get the control
of the bridge that we wanted.

The third act's
big action set piece

would have to be
completely re-imagined

and replaced
with a train sequence,

which had its own challenges.

A lot of the train sequence
had to be synthetic.

Well,
synthetic or otherwise,

there were a lot of things
that had to be done.

But with a constantly changing,
unfinished script,

the question was,
"How many things?"

That calendar was still
bearing down on us, though.

That ticking clock
was very real,

and there was no question
that the studio

had made a decision
that the movie was
coming out in two years.

Deep into shooting
on Spider-Man 2,

Raimi's script
was still in flux.

You could argue
it was never fully written

until it was actually
on the screen.

So you're constantly trying
to work on the script

while you're shooting.

So after Sam would do
a 12-hour day,

he'd go back and try to write.

And it usually happens
in the third act

and the ending is where...
What struggles the most

because the, you know,
you've been working

on the first
two-thirds of the film.

It's always the third act
and the final ending

that you always want
to make bigger and better.

That scene was
the film's action set piece,

which almost became
a runaway train

for both practical
and digital teams.

That's a fictional
train line in New York.

And so John Dykstra
went to to Chicago

to shoot plates
and cobbled together

the best synthetic
version we could,
based on real photography.

The big... The big fight
on top of the subway
train with the characters

was a really, you know,
big, complex scene to achieve.

It wasn't a lack of talent
holding the VFX team back.

The technology
just wasn't up to the job.

[Dykstra] Computer
generated imagery

was on the cusp
of being realistic.

And I mean, it...

It still had
a stylistic quality to it

because we were at the limits

of what computer
generated imagery

could do
in terms of its resolution.

In terms of how finely
detailed it could be.

The goal was to make
the final image

look as though it was all
captured in the same medium.

While the work,
the CGI work in Spider-Man 1
was profoundly successful,

it wasn't always purely loved
because it did--

It definitely had a look of,
like, a very, very good cartoon.

And, frankly, one of its
biggest faults is,

it tends to be very sterile.

There's almost no anomalies.

There's no happy accidents.

And as a result, it was...

Trying to introduce
a little bit of that chaos

so that it would integrate
into the original photography,

which was analog.

There was a point
after a production meeting

that Sam took Dan Bradley

and Dion Lam and myself
privately into his office

and says, "Don't let this movie
look like a fucking cartoon."

[Dykstra] It was perfect.

I, no, I don't know.

I mean, it's totally subjective.

[Hayden] The more
that you have that is real,
that is in camera,

that is tactile that...
That, you know,

that you just can't simulate,

the more the actors feel it,

the more the lighting feels it,

and the more
the audience feels it.

In the ongoing battle between
practical and CGI effects,

the stunt crew were
only too happy

to put their bodies
on the front line.

That was another one
where you're fighting

to try to keep everything real.

Every day we go to work,
and say,

"Oh, we can't lose this to CGI."

[Hayden] They created
the whole scene like
a stunt performance,

on video, rudimentary version
of the whole... whole scene.

We'd go and rehearse stuff
and just rehearse,
rehearse, film it.

[Hayden] I remember
watching that scene

and with my jaw on the ground
while watching this.

And I even remember saying,
"This is why-- This is
why I got in the movies.

"This-- Look at this."

Take it to Sam Raimi.

He gives it, "Yeah,
that looks pretty good.
Let's do it for real."

Raimi
needed it for real

because the closer the audience

got to the actual
real life actor,

Alfred Molina,

the harder it was
to do it for real.

The great unknown for us
was CG skin and face
and performance.

We had to do a lot of work
ahead of time

to build and capture
the digital version of Alfred.

The technology for skin
and for lighting
on skin at the time

was nowhere near
what it is today.

Creating a 3D version of Alfred
was probably the, overall,

the biggest thing
to accomplish in that movie.

With next to
no time left to finish
Sony's tentpole blockbuster,

the distance between
the fantasy and reality
was the width of America.

[Satriano] Both Spider-Mans,

they always
started in Los Angeles,

and at the very end,
the last five or six weeks,
we'd go to New York.

Many of the most
crucial shots in the film

still needed to happen
in New York,

even if shooting in the world's
second-most filmed city

was as tough
as the town itself.

Things like trying to do
a car chase in New York is hard.

So we would do
all the close up coverage

and all the city street stuff
in Los Angeles,

and that would get
all edited together.

So by the time
that we got to New York,

we knew exactly
what wide pieces we needed

in order to make it
look, feel and see
that it's in New York.

Perhaps
the only thing harder

than having to wrangle
four octopus arms

was wrangling
nine second unit directors.

Nine second unit directors.

That reminds me of working onNightmare on Elm Street.

There were, like, six...

Freddy Kruegers
wandering around,
one for each of the units.

Well,
this was a different kind
of horror show for Lisa.

[Satriano] No video!

There are so many second units
on the second Spider-Man

because of
its tight turnaround.

And so much more
was demanded of us

in terms of action,
in terms of visual effects,
in terms of stunts.

So we would try to shoot
multiple directors,

multiple units,
to get it done in time.

While she was
in the concrete jungle,

Lisa found out
just how easy it is

to lose yourself,
or lose someone else.

It was the end of the day.
We had wrapped.

I sent everybody home,
sent all the vans.
Everybody was gone.

I was just hanging out
with one of the cops.

And all of a sudden,
one of the directors came up
and said, "I'm ready to go."

I had forgotten about
one of the directors.

He had gone to the bathroom.

I thought all the directors
were gone.

It's hard to keep track
of 'em all.

The New York NYPD
did me a solid

and said,
"Oh, I'll take him home."

And so the director was
very excited to get to ride
in the back of a cop car.

And the NYPD saved me

because I had left
one of the directors
and didn't even know.

For the team on Spider-Man 2,New York may be far from home,

but for Spider-Man himself,
it really couldn't
be anywhere else.

You know, for Spider-Man
to really harness his powers,

he needs to be able
to kind of zip around

on his Spidey lines
and his web.

Lydia's team
would have to build

some of New York digitally
and put Spider-Man in it.

But they had a head start.

Luckily, we had,
on the first one,
shot many of those streets.

You know, digitally captured
and recreated
a lot of those buildings.

So it ended up serving us
well on Spider-Man 2.

But one thing
the original couldn't add
to the sequel was more time.

It was a really
ridiculously short schedule
for that amount of work.

There was, um,
enormous pressure
to not only, you know,

repeat the success
of the first one,

but again, the expectation

that it had to be,
you know, bigger,

better, more beloved,
um, more exciting.

Doc Ock,
one of Spider-Man's
slipperiest customers,

was bedeviling his creators
as much as his rival.

- You're getting on my nerves.
- [Spider-Man] I have
a knack for that.

For visual effects
designer Scott Stokdyk,

he had his hands
full constantly,
all eight of them.

We were constantly, like,
playing whack-a-mole
with different problems.

But it wasn't
always complex CGI characters
that challenged the team.

For art director Scott Murphy,

it was characters
of a different kind.

I'd laid out a sign.
I wanted to have,
like, five Chinese characters.

Set decoration
for this scene
set in Chinatown.

So it was going to say,
it's supposed to say Monkey...

And Four Cats Trading Company.

Monkey,
for romantic reasons.

One of the dumb nicknames
I had for my
now ex-wife was Monkey.

And we had four cats
at the time.

And our graphic designer,
who laid the whole thing out,

his-- as I remember,
his girlfriend was Chinese.

So she did the translation.

But what got
lost in it was the four.

So all it said was Monkey
and Cat Trading Company,

as if it was, like,
this place that, in Chinatown,

that sold monkeys and cats,
which was politically not cool.

But by the time
I found out about it,

there was already
a Chinese news crew.

The local Chinese news station
was already there
with the news crew,

and it was,
at that point,
it was too late.

With
the Monkey and Four Cats
Trading Company

firmly out of business...

Uh, they made us
take that sign down.

...they could
get back to the business
of shooting their stunts.

[JC Brotherhood] He runs
off the top of this building
and tries to jump

between two buildings
across a parking lot.

He gets about halfway across
and does that...

And goes down.

For these shots, the...

- -...was real.

Now, that was
with the stuntman, in freefall,

being tracked with a camera
in freefall with him.

It was all thanks
to John Dykstra's Spider Cam.

Originally devised
for Spider-Man,version 2.0 was even better.

The application
of those cable-driven cameras,

you're kind of inventing
a new piece of technology
every time you use it.

We'd done the same basic rig
on the first one.

This is just instead
of being a horizontal track,

and now,
an extreme vertical track.

And the stunt team
weren't the only ones
having fun on the wires.

Spider-Man saves her
and they land.

"They" being a stuntman,

and 75-year-old
Rosemary Harris.

Oh, thank you!

They flew her in from,
I don't know,

maybe... maybe 40 or 50 feet

on a harness
with a stuntman.

All right, that,
that was a live landing.

And she did look like
she enjoyed it.

She looked like
she had a lot of fun.

As production
began to wind down,

Lisa suddenly had
a tenth unit director
to deal with.

So many.

I actually ended up
calling action and cut

on the very last shot
of principal photography,

When we got closer
to the final scene,

I felt comfortable enough
to be able to say I--

"I'd love to be
a second unit director."

And I talked to Sam
about it, he said, uh,

"Mr. Puppet..."
That was his name for me.

"Uh, you've worked
very hard on this show,

"and I think you've
earned the right to be

"a second unit director
on Spider-Man 2.

"Uh, with no pay change
and no title change, of course.

"But I'll give you
a pizza or something."
Something like that.

It was just the last shot

of the tentacle sitting
in there, like, I think
shorting out underwater.

I will not die a monster.

It was amazing.
It has not been repeated
in my career since then.

This is the third movie
I've killed a man.

I love Alfred. He's a cool guy.

You have to be a trooper
to put through--

'Cause he basically
was our marionette.

And
with all the principle
photography done,

Spider-Man 2's hard,
immovable release date
was approaching fast.

We had a lot of things
on our side.

We had the momentum
and the camaraderie
and the shorthand.

Um, we all knew
what we were making.

We all knew
how to work together,
huge advantage.

Um, that calendar was still
bearing down on us, though.

That ticking clock
was very real.

Spider-Man 2was just weeks from release,

and the most difficult
scene in the movie

was threatening
to derail things yet again.

What the hell?

Composer Danny Elfman
and director Sam Raimi

had some creative differences
when it came
to the epic train scene.

I heard what happened
was Sam Raimi
had used a temp track

from Hellraiser
in Spider-Man 2,

and he wanted
Danny Elfman to kind of

imitate what
Christopher Young did

because he liked
the track so much.

I remember.

To which Danny replied...

"I'm not going to imitate
Christopher Young.

"If you want to
hire Christopher Young,

"just go hire
Christopher Young."

And so he did just that.

My name is Christopher Young,
and I was being called in

to replace Danny's music for it.

And so, that's always
an uncomfortable place to be in.

It's happened to me,
and I know it can
be a heartbreaker.

But as they say,
you're not a real film composer

until you've had at least
one score thrown out.

With some
of his own music
already in the cut,

Chris' job seemed simple.

I was asked to I imitate myself.

I'm here to help you.

And said, "Hey, can you
do something like that?"

And I said, "Well, sure.
I wrote the original one."

You know,
here's the interesting thing.

To this day,
I still have not heard
what he originally did.

They never asked me
to listen to it
and I chose not to.

I'm sure whatever he did
was, like, really top flight.

Everything
was coming together

as the Spider-Man 2release date approached.

But there was one character
who was proving to be
challenging to the last.

It was a really
daunting prospect.

With a final
push to the finish line,

Doctor Octopus,
with his many legs
and many challenges,

finally came to life.

I want to say 78 to 80%
of the stuff that we shot

with puppets
remained the puppet.

It took a lot of people
at Sony Imageworks
and motion capture people

to bring
all the pieces together.

Blending digital technology

with physical
and practical effects

with performance
and acting and stunts.

I always felt like every...
We had to win proof of concept
for every scene.

You know,
it wasn't contentious.

It was always
an issue of what---

What is best
for the final product.

I would always try to be
like, "It's worth it."

It's worth it to just see it.

Just get a reference,
at least.

I have no investment in it
other than to put
arms on Doc Ock.

I don't care,
if the puppeteers can do it,

and do a good job of it,
by all means.

Their attitude
was very much the same.

I don't think that they
wanted to take on stuff

that was not
going to work well

as puppetry,
just because that's their craft

and they want...
They want their stuff
to look good.

And to be fair,
it didn't always.

[Hayden] There's a scene
in Spider-Man 2where Doc Ock is, like,

kind of having
a moment of remorse
and regret

and he's sort of
talking to the tentacles.

Um, and we did shoot
that with the puppets.

And that is one of the scenes
that was fully CG replaced

and it looked great.

And it looked great

partly because the puppets
had been there

and shot in that environment.

So the CG team
could definitely just--

They just made it look
like the puppets did.

But they just gave it
a more articulate life
than the puppets could get.

My dream is dead.

That's one of the few scenes
where I can honestly say
John Dykstra did

a better job
than we could do.

You know, at the time,
it broke my heart.

We had to acquire
a lot of ingredients

for a fairly complex meal
that we were creating.

The delicious feast
for the senses

was an obvious
recipe for success,

because when Spider-Man 2hit the screens
in the summer of 2004,

it pulled in
a whopping $789 million

off a $200 million budget.

I think Raimi's second film
was really successful

because he found a way
to balance that kid
having success...

Sorry.

Where were you headed, Parker?

To your class.

...but still feeling like
he's not as good
as everyone else.

My class is over.

Whenever a director
does bring their own taste

and background and vision

to a comic book movie,
it always elevates that.

Sam's movies
and the success
of those movies

made that acceptable
and desirable.

Spider-Man 2 really stood
as, like, the pinnacle

of what you could do
with this source material

if you treat it
really seriously.

And as for Lydia,
who had...

[Bottegoni] A moment of panic,
an enormous pressure,
really daunting prospect.

...shall
we say concerns?

The fact that we did it
in the two years,

we got it in theaters.

And not only that,
nominated again
for visual effects

for an Academy Award
for Best Visual Effects.

And this time,
Spider-Man 2

would outdo its predecessor.

So that team won
an Academy Award.

- John Dykstra...-

...Scott Stokdyk, Anthony
LaMolinara for Spider-Man 2,
John Frazier...

[Bottegoni] Kind of
changes everything,

you know, walking out,
the team of us
walking out together.

For the man
who established his legend

inventing new
camera technologies

for Star Warsonly to be fired by ILM,

this was a second Oscar triumph
born of sheer inventiveness.

It was truly a joy
to be a member of
that elite group of inventors.

It was very much the same
experience as Star Wars.

For me, I think it's probably
still the high watermark
of my career.

I don't think the big surprise
with Spider-Man 2
was the fact that

it made a lot of money
at the box office,

but I think
it was the credibility

that it automatically
established for
the superhero genre,

with multiple critics
finally realizing

that comic book material
could be taken seriously.

[Spider-Man] Whoo!

Sam Raimi
had set the bar high
for Spider-Man 2.

...the best shot
in Spider-Man 1

to be the worst shot
in Spider-Man 2.

Which meant
the pressure on Spider-Man 3was even bigger.

So he's like, "We've got
to raise the bar again."

I mean, you're coming
off of the film that
people are saying

is one of the best comic
book movies of all time.

And, you know, you want
to see if they can
continue that momentum.

Well,
here's the thing
about momentum.

It runs out.

I almost think that Tobey,
with 3, didn't want to return.

And
there was one other thing.

I don't think Sam was sure
he wanted to come back for 3.