But the movie will also feature not one, not two, but three villains: Harry Osborn (the returning James Franco), whose simmering anger finally explodes at Peter Parker over the death of Osborn père in the first Spidey; Flint Marko, aka Sandman (Thomas Haden Church), an escaped convict who is revealed as the real culprit behind the death of Peter's beloved Uncle Ben; and Eddie Brock (Topher Grace), Peter's journalistic and romantic rival, who morphs into the mysterious black-clad super-arachnid Venom.

That's not to mention Peter's new love interest, Gwen Stacy (Bryce Dallas Howard), a popular character from the Spider-Man comics franchise.

Raimi and his cast talked with Science Fiction Weekly recently about the sequel in Beverly Hills, Calif.Sam Raimi, I understand you were reticent about having all of these villains?

Raimi: How did you know I was reticent?You actually said it. You were quoted as saying that.

Raimi: Oh. Well, mostly—would you say the question one more time? I'm sorry, I didn't mean to interrupt you.Were you reluctant to have so many characters to deal with, especially the villains?

Raimi: Well ... there's so many fears I have in the making of the movies, that that's just one of them. So I don't want to make it seem overblown in my vast array of things I'm terrified of, that people won't like. But I had worked on the story with my brother, Ivan, and primarily it was a story that featured the Sandman. It was really about Peter, Mary Jane, Harry and that new character. But when we were done, Avi Arad, my partner and the former president of Marvel at the time, said to me, "Sam ... you're not paying attention to the fans enough. You need to think about them. You've made two movies now with your favorite villains, and now you're about to make another one with your favorite villains. The fans love Venom. He is the fan favorite. All Spider-Man readers love Venom, and even though you came from '70s Spider-Man, this is what the kids are thinking about. Please incorporate Venom. Listen to the fans now." And so that's really where I realized, "OK, maybe I don't have the whole Spider-Man universe in my head. I need to learn a little bit more about Spider-Man and maybe incorporate this villain to make some of the real die-hard fans of Spider-Man finally happy."I want to apologize for asking the Spider-Man 4 question, but what would it take to bring you back for a fourth film? You've said great story, obviously. But it feels like this third film really wraps it up, a nice neat trilogy. So what would it take to bring you back?

Raimi: Well, we really did try and wrap up a lot of the story elements that we had in the first and second picture, but I look at it more like the end of a chapter, because if you've read the Spider-Man comic books, you know there's so many more villains and so many more stories that can be told, that have already been told, that are very exciting and vivid. But it's true. ... For me to come back ... when I'm done with all of this, [I'd have to] have a breather and then look at the character and say: "Where does he next have to grow to? Where can he now develop in a meaningful way?" And if I could recognize, honestly, a real deficit that he and we could fashion [into] a story, where the characters [and] this young man could learn his next life lesson in a meaningful way, and that we could make good story out of it, then I would die to direct the picture. If Tobey Maguire said he wasn't interested in doing a fourth Spider-Man movie, would you be more reluctant to do one yourself?

Raimi: For me, yeah, because I've made all these three with him. He's like my partner, and part of it for me would be a real specific experience of continuing the depth of that character that he portrayed. It would be another story working with someone else on the character.What about Kirsten Dunst?

Raimi: It would be very difficult without her also.I know it's a bit early, but have you already started thinking about the DVD? And were there any sequences that you had to cut out of the film?

Raimi: Well, there were a lot of things that we wrote ... and didn't shoot, or things that we shot that we didn't think finally were appropriate. We put something in the picture and realized, "That's already obvious from the visuals. We don't have to say that. It's better with a look." So, like any film, you lose lines and bits and usually exposition that may not be necessary. Although some of it adds character, it's always a balancing act. So, yes, there were things that were cut out of the picture, and, yes, I've begun thinking about the DVD. Only in the crudest sense—I've got to plot time after the promotion to work on the color timing with the director of photography, Bill Pope, and my editor, Bob Murawski. And make sure all of these extra pieces are properly [finished].The film also features Dr. Curt Connors (Dylan Baker), who in the comics becomes the villain Lizard. Are you setting him up for the next movie? There are lots of comic characters who are also in the movie.

Raimi: I think it's the same with Capt. Stacy [James Cromwell] and Dr. Connors and all the other peripheral characters in the Spider-Man universe. The more films we make, the more the producers and myself ... think [we should add them]. In Dr. Connors' case, maybe [producer] Avi [Arad] suggested him in the first one. "Hey, you're going to mention a professor. Why don't you mention Dr. Connors?" he said. "OK." And then it was a really logical thing, when Peter was in class, to have it be Dr. Connors. It's a desire to incorporate, slowly but surely, all of the Spider-Man families for the film to come so we've been true to the comic books and so they're there to draw upon for future stories.You're adding Gwen Stacy to this film, though she actually appears first in the comics and then dies before Peter Parker meets Mary Jane Watson. Now you've brought her in on the third one.

Raimi: Well, my brother and I had written in the story about another woman that recognized Peter and knew who he was at this dinner, and that Mary Jane got jealous of her. But Laura Ziskin, my producer, said, "Let's make it Gwen." And I said, "I don't think I should, because ... really, Gwen was introduced before Mary Jane in the comic books, and now I'm introducing her later, and ... she's not even in high school anymore. She's in college. And I'm afraid if I introduce Gwen, the fans will have all these expectations, which we're not going to deliver in this picture." And she said, "Well, the fans would much rather have Gwen make an introduction now, and you can do what you need to do or someone can do what they need to do in the fourth picture with her, but at least you've introduced her, and they would appreciate that." So, after much soul-searching, I thought, "Maybe it's true. I've already screwed up the order, and I've already started the Mary Jane [storyline] first. ... Whenever [Gwen's] introduced, she'll be introduced in the wrong order. I might as well give the fans the introduction to Gwen." So I took her advice and named her Gwen Stacy and therefore connected her to a policeman who had been on the periphery of the scenes. Made a little stronger relationship between them, but not much, just enough to be true to the fact that she was his daughter. That's about all.

Tobey Maguire, we talked with Sam about a fourth film, and he said he wouldn't do it unless you were on board. We asked Sam what it would take to get him on board, and now I'm going to ask you what it would take for you?

Maguire: What did Sam say it would take to get him on board?He said he would have to see a deficit in the character of Peter Parker that still needed to be addressed.

Maguire: That's a good answer. Mine won't be as interesting or as well thought, but, for me, there would have to be a great screenplay, a great story, something really worth telling. Some new territory for us to go on with Peter Parker. Sam would have to be involved. The right cast would have to be in place, and then I would consider it.At one point you said that the third one would probably be your last one. So the door is just a little bit more ajar than before?

Maguire: Yeah, I mean ... there's no absolutes for me, so you never know what happens, I guess.

The studio will make more Spider-Man movies one way or another, and, you know, you never know until you're there, so it's hard to say what people's mind frames are. Today it might be one thing. There's a lot that has to happen, and, like I said, they'll figure out how to make them one way or another. ... They can recast. They can bring in new people, and they can reconceive things and ... have a different take. Who knows? Whether we continue this story with this cast of people or not, we'll see. And how open people are, I don't really know. You don't know until there's something in front of you.When you were getting ready to do this movie, someone was saying that Sam was particularly collaborative in getting you guys involved pretty early on as to how the characters were going to be arced in this movie.

Maguire: Yeah.How much involvement did you have in that?

Maguire: Well, the basic storyline was laid out. And, for me, it had to do with, you know, I'd like to see him go further in this direction. I'm not interested in that stuff as much. Kind of getting into the specifics of it and adjusting the tone. But the basic story was there.Did you like the challenges of this film as opposed to the previous two?

Maguire: Yeah, and the thing I felt is really impressive is how Sam really wove all the stories together and didn't make it feel disjointed like it was a bunch of separate storylines, but it really came together under common themes. So ... I feel like that was the greatest challenge with that, which wasn't really my job, but that's what I was most impressed with regarding that. What's your favorite part of the movie?

Maguire: I probably had the most fun playing, like, the darker side of Peter, just because it was different and fun and kind of unexpected, I felt like, for the character. So that's probably where I had the most fun.Peter Parker shows a dark side in this movie, and one of the funny moments in this movie has you swaggering down the street and seeing all the girls and getting a reaction. How much of that was improvised, and how much of that was in the script?

Maguire: I had a choreographer, or I had a couple of people I worked with for the walk. Basically the general idea of it was choreographed and then, you know, we riffed from there, and Sam would say, "Throw this out, do this." And then I would throw in some thoughts and ideas and, you know, just kind of messed around with it.Throughout this process, what has been the biggest surprise to you in terms of your own life and work?

Maguire: I mean, I guess there are things that I didn't expect. ... I'm kind of like an easygoing person and take everything in stride, you know? So things that are, like, I've definitely had some moments where I think things are super cool, and I've had a lot of fun with it, but to me it all is what it is, and I just kind of accept things and keep moving forward.What are the challenges of being in these major action set pieces, and how do you have to get ready? They keep on getting bigger and bigger.

Maguire: Yeah, they do. ... It's a lot of work. I mean, it's cool. The results are great, and, you know, that's kind of like it's the means to the end, and that's what helps sometimes with ... staying motivated through that stuff. Because you have so much down time, and then you've got to go and get yourself to the height of an action sequence, and you shoot something, and it's maybe one to six seconds of film, and it takes months. ... [It takes] probably like a month for us to shoot a major action sequence. And then we would have to come back and shoot some more later, and there's different elements we're putting together to create it. After wearing the red tights for two movies, was it nice getting to switch to the black for this?

Maguire: It was fun ... just to have a different suit, sure, and also just what it represented and, you know, how it allowed us to explore new grounds for Peter Parker.Isn't your fiancée's jewelry in the film?

Maguire: Yeah, Kirsten's, MJ's, heart-shaped locket that she wears in the film is designed by Jen, my fiancée. Yeah.

Kirsten Dunst, Regarding Spider-Man 4, Sam said if neither you nor Tobey was involved, he would be likely not to want to do it.

Dunst: Right, and I feel the same way. I would only do it with Sam and Tobey. You can't do that to the fans. ... You can't do that to each other. We're a team, and we've grown up together now, and what makes this movie special is our collaboration together on it, and, yeah, I wouldn't do it without Sam and Tobey either.Has anybody broached that conversation yet?

Dunst: Not really, but we never felt like it was really the end, anyway. I just think there'll probably be a slight reprieve, and then we'll come back. At one point you did say that three would be enough.

Dunst: I do think it's enough. I feel like we ended a chapter with this film, definitely. This book is closed. And now we will approach it in another way that will refresh all of us. I mean, we've always had really amazing actors who have come in and played our villains. People respect this franchise. They respect Spider-Man, and they know we want to make the best film every time that we can.Did you find that there was a high degree of collaboration between yourself and Sam with regard to Mary Jane's journey in this film?

Dunst: I did. ... Now [Peter and Mary Jane are] in a relationship, so now you have to deal with real relationship stuff. And I was happy Mary Jane finally got a gig. ... Sam, obviously, [is] the one who developed the storyline and everything, but he was open to our suggestions.Can you talk about the singing? That's really you singing?

Dunst: Yeah, yeah.Was that nerve-racking?

Dunst: I got to prerecord it, so I just lip-synch.Did you enjoy showing off in that way?

Dunst: It was fun. It was fun to do.Are there any aspects of this movie you related to in any way?

Dunst: I mean, so many things, so many things. ... I think it's about heroes, and Peter's, like, Everyman. ... When Spider-Man swings through the city, you hear melancholic music. He's always tortured with his responsibility, and he's trying to grow up and be a man with these ... powers. ... You don't separate the man from the mask. He's always been in synch with me, when it comes to Peter.In one scene, Mary Jane is trapped in a taxi cab hanging from webbing high over New York. Was that really tough?

Dunst: I hate doing that crap. Basically, it's like you spend all day for one shot that's, like, a blink of an eye in the film, and it's weeks and weeks of this, and there's like five units going on, and Sam isn't even directing you. It's like all different people all the time, but they have to get approval, so then they run it back, and we end up reshooting it anyway because Sam needs to do it his way. So ... it's the most frustrating, arduous process of the whole filming, and I just hate acting to nothing. It's just not why I'm in this picture. But I understand it's part of this movie, and I'm still doing it.But you're fabulous in those scenes.

Dunst: The action scenes? Well, then that's huge. I'd rather be good in the action scenes, because those are the hardest of the lot. ... I was like, "The first half of the movie I'll be OK." And then as soon as it gets to the action, I'm going to suck. But that's OK.Do you feel like that she got to be a little cattier than she has in the past?

Dunst: Yeah, it's nice. Now that they're older ... all the things that they have to deal with in their life are coming out. And so it's nice for the people who are true fans, who've seen the first and the second and know the comics, that they'll have an extra emotional connection with all of this. Because we all know Mary Jane's past. ... I feel like Mary Jane's a strong girl, but then one little tug and she unravels completely. So it's nice to bring all of that from the first and second into this and all have so much to play with each other.Topher Grace, was Eddie Brock/Venom a character that was just irresistible for you to play on so many levels?

Grace: Yeah. On so many levels. One, I'm a huge fan of the first two films. I thought the second one was better than the first, which is so rare. And it's clear that they have this well-oiled machine and they know exactly what they're doing. ... And on another level, I was a really big fan, when I was a kid, of the comic book. Literally, when the character of Venom was being born, I was getting really into comic books, getting really into Todd MacFarlane, who was this kind of new illustrator and was kind of blowing my mind, and he was doing Amazing Spider-Man; then he did, like, his own Spider-Man comic book. So I felt like I had the inside track, and no one else should play it. In fact, when Sam told me, he said, "I want you to play Venom," I kind of had to bite my tongue and say, "Well, tell me about the character."What facet of this character did you identify with, if anything at all, and as a comic-book geek, and devotee of Spider-Man comic books?

Grace: I think that there are two kind of origins of Eddie Brock. There's one where he's more Peter's peer, which is Ultimate Spider-Man, and there's one, it's a little muddled, kind of told in flashback, which is the original origin. So I guess what I really brought to it was kind of a fear at the beginning, which I shared with Sam, which is I don't think I'm the right guy to really play this role. In the original comic book he's like 40 and really musclebound, and even though I had to work out for six months, I could never get to where he was in the comic book.

But then what Sam described to me is he wanted to kind of take a best-of-both-worlds approach and kind of make him this evil twin brother of Peter Parker. ... They had the same job and ... they're after the same girl. And Eddie kind of has the edge, even though they're similar. He's a better dresser and clearly has more money and kind of a better flirt. But if they both receive the same power, and one of those two people didn't have someone like Uncle Ben, like a mentor, to say you have to take responsibility for this power, how would that turn out? ... Even Peter used it for personal gain originally, and what's great about Eddie is, even though he's really slick, it kind of hides a very hollow interior. Like he's got a really great exterior, [but] he's got nothing inside. Whereas Peter's just the opposite: He might ... not have his whole act together, but his core is very strong. That's why he's able to kind of shed this power, but Eddie just totally embraces it.What was the filming process for you?

Grace: I was off and on. I'm in, say ... one-fourth of the film, so I was kind of able to get breaks, but I had to keep working out through the film, which is probably not a surprise to anyone, a first for me. You know, you have to eat right, too, which is really the bummer of working out. The working out is not nearly as hard as eating. And I'd eat aggressively, because I lose weight very easily. And so it was always kind of a constant. I had to stay blond for a year. Not my cup of tea. And then, yeah, so it was kind of a year-long, constant thing. Can you talk about some of the more grueling physical aspects of filming?

Grace: Clearly I didn't really love the working out, and then it was really strenuous. And then there was one hour to get on the suit, which is a Spider-Man suit up until about here [points to neck] and then four hours to attach the prosthetic makeup. Just a lot of patience, and I couldn't even read a newspaper. I had to just stare straight ahead, because they were all connected to my neck. And then they'd put in the fangs, and they'd lift me up on wires, a couple of stories up. I mean, it's a process. And, by the way, at that point I'm ready to go home, and I haven't even started acting yet. And that's why Sam's the greatest director alive. I mean, that guy would come up to me at just the right time and say, "Hey, buddy, let me show you something." And he'd bring up the portable monitor and show me the shot, and I'd go, "That's the coolest shot." Like, if I weren't in this, that would be the coolest shot I've ever seen in my life. And I'm the dude in it. So he was a good motivator.Thomas Haden Church, one of the most interesting parts of the film for me is the birth of Sandman.

Haden Church: For my character, it's my favorite scene. Is it all computer-generated?

Haden Church: It's not. That's untrue. ... That scene, [another scene in which] I emerge from the 18-wheeler ... sand truck and the end of the movie, all of that is built upon a performance that I gave. We would set up multiple video cameras, and I would act out this whole kind of muted, primordial performance ... sequence, and then ... all of the people involved in the special effects, they would start building upon that. ... I called it kind of video tracking or mapping, because ... it's not the same as motion capture, which is much more technical. This was just about pure performance. But they still would put markers on me that they could then transfer [to a computer] and then start building [the computer animation]. And, I'll tell you ... [for] the birth-of-the-Sandman sequence, over the seven months, six months, of principal photography in L.A., Sam and I would probably get together once every couple of weeks, which is a lot, and I would go through it again. Yeah, that's a very emotional sequence for me, because I know what I poured into it emotionally. And what was particularly challenging, and ultimately rewarding in seeing it in the movie, is how much of the tragedy of the character comes through without eyes. There's no eyes.It's remarkable.

Haden Church: It's all in the way they sculpted my body, and obviously one of the more salient moments is reaching out for the locket and my hand collapses, and he's got to remanifest himself.What can you tell us about the character?

Haden Church: Flint Marko is a very emotionally isolated guy who is almost singularly defined by tragedy. ... I hate to be cliché, but it's a real daunting place to go. Because it's not a place that I ever exist. I'm not an emotionally isolated, tragic guy, and ... I had to draw upon my imagination in ways that I have never had to.