Development Immediately after finishing
Spider-Man (2002), director
Sam Raimi signed on to direct a sequel. In April 2002, Sony hired
Smallville (2001–2011) alumni,
Alfred Gough and
Miles Millar to write a script for the film, as Raimi, Ziskin, and Maguire enjoyed
Smallville. On May 8, 2002, following
Spider-Man record-breaking $115 million opening weekend,
Sony Pictures announced a sequel for 2004. Entitled
The Amazing Spider-Man, after the character's
main comic book title, the film was given a budget of $200 million and aimed for a release date of May 7, 2004. The following month,
David Koepp was added to co-write with Gough and Millar. The film's title
The Amazing Spider-Man was a placeholder title, and other titles were proposed, such as
Spider-Man 2 Lives,
Spider-Man Unmasked, and
Spider-Man: No More. In September 2002,
Michael Chabon was hired to rewrite. Chabon turned in his script to Sony but no one agreed with his take. Raimi sifted through the previous drafts by Gough, Millar, Koepp and Chabon, picking what he liked with screenwriter
Alvin Sargent. He felt that thematically the film had to explore Peter's conflict with his personal wants against his responsibility, exploring the positive and negatives of his chosen path, and how he ultimately decides that he can be happy as a heroic figure. Although the story takes some partial influence from Doc Ock's debut in 1963 and the 1966 storyline
If This Be My Destiny...!, the story was mostly inspired by the 1967 storyline
Spider-Man No More!, specifically
The Amazing Spider-Man #50. It was decided that Doctor Octopus would be kept as the villain, as he was both a visually interesting villain who was a physical match for Spider-Man, and a sympathetic figure with humanity, accompanied by the fact that the character had been repeatedly considered as a villain for the first film over the course of its 15-year development.
Casting When Tobey Maguire signed on to portray Spider-Man in 2000, he was given a three-film contract. After filming
Seabiscuit (2003) in late 2002, a pre-existing back condition that Maguire suffered from was bothering him. Raimi heard that Maguire could be paralyzed if there was an injury in his back.
Jake Gyllenhaal was cast to replace Maguire, and
Seth Green was also considered; the two actors so resemble each other that "a source close to Maguire" reportedly said that, had Gyllenhaal taken over the role, "A year from now? The public wouldn't know the difference". Maguire's girlfriend's father
Ronald Meyer—head of
Universal Studios—helped Maguire regain the role, with a salary of $17 million. Maguire underwent tests to make sure if his back was fit for filming. Gyllenhaal would later say in a 2019 interview that he was one of several actors considered to replace Maguire. Raimi stated that before filming he was concerned that Maguire and Dunst weren't going to have the same chemistry, as they had since broken up. Several actors were considered for the part of Doctor Octopus, including
Ed Harris,
Chris Cooper (who went to play as
Norman Osborn in the 2014 film
The Amazing Spider-Man 2),
David Duchovny, and
Christopher Walken; Molina was cast as Octavius in February 2003 and underwent physical training for the role. The reaction to his casting was mixed. Raimi had been impressed by his performance in
Frida (2002) and also felt that his large physical size was true to the comic book character. Molina only briefly discussed the role and was not aware that he was a strong contender. Although he was not familiar with Doc Ock, Molina found one element of the comics that he wanted to maintain, the character's cruel, sardonic sense of humor.
Filming Spider-Man through the air".
Spider-Man 2 was shot on over one hundred sets and locations, beginning with a pre-shoot on
the Loop in
Chicago during two days in November 2002. The crew acquired a train of
2200 series cars, placing sixteen cameras for background shots of Spider-Man and Doc Ock's train fight. Filming was originally slated to start in January 2003, but was pushed back to April so that Maguire could finish
Seabiscuit.
Principal photography began on April 12, 2003, in New York City and Chicago. The crew moved on May 13 to Los Angeles, After the scare surrounding his back pains, Maguire relished performing many of his stunts, even creating a joke of it with Raimi, creating the line "My back, my back" as Spider-Man tries to regain his powers. Even
Rosemary Harris took a turn, putting her stunt double out of work. In contrast, Molina joked that the stunt team would "trick" him into performing a stunt time and again. Filming was put on hiatus for eight weeks in order to build Doc Ock's pier lair. It had been Spisak's idea to use a collapsed pier as Ock's lair, reflecting an exploded version of the previous lab and representing how Octavius's life had collapsed and grown more monstrous, Filming then resumed on that set, having taken fifteen weeks to build, occupying Sony's Stage 30. It was by long, and high, and a quarter-scale miniature was also built for the finale as it collapses. A
camera system called the
Spydercam was used to allow filmmakers to express more of Spider-Man's world view, at times dropping fifty stories and with shot lengths of just over in New York or in Los Angeles. For some shots, the camera would shoot at six frames per second for a faster playback, increasing the sense of speed. Shots using the Spydercam were pre-planned in digital versions of cities, and the camera's movement was controlled with motion control, making it highly cost-effective. The camera system was only used in the previous film for the final shot.
Visual effects Although roughly the same as before,
costume designer James Acheson made numerous subtle changes to Spider-Man's costume. Its colors were made richer and bolder, its spider emblem was given more elegant lines and enlarged, its eye-lenses were somewhat smaller, and its muscle suit underneath was made into pieces, to give a better sense of movement. The helmet Maguire wore under his mask was also improved, with better movement for the false jaw and magnetic eyepieces, which were easier to remove. Each tentacle was controlled by four people, who rehearsed every scene with Molina so that they could give a natural sense of movement as if the tentacles were moving due to Octavius's muscle movement. with "Flo" being the top-right tentacle as it was operated by a female
grip, and performed delicate operations like removing his glasses and lighting his cigar. Edge FX was only hired to do scenes where Octavius carries his tentacles. CGI was used for when the tentacles carry Octavius: a high rig held Molina to glide through his surroundings, with CGI tentacles added in
post-production. The CGI versions were scanned straight from the real ones to allow them to appear more realistic. However, using the real versions was always preferred to save money, and each scene was always filmed first with Edge FX's creations to see if CGI was truly necessary. In some shots where CGI is used, Molina is replaced by a
virtual actor possessing the CGI tentacles. Through the use of motion-capture and cyber-scanning, visual effects supervisor
Scott Stokdyk and CGI character animation supervisor
Anthony LaMolinara were able to create more detailed virtual actors to replace Maguire and Molina in some shots, as well as make them display natural human motion. Completing the illusion, the sound designers chose not to use servo sound effects, feeling it would rob the tentacles of the sense that they were part of Octavius's body, and instead used motorcycle chains and piano wires. As with the previous film,
John Dykstra served as visual effects designer. Dykstra and his crew sought to make the weakest shot of the second movie look as good as the best shot of the first movie. Dykstra not only created the physical appearance of Octavius's tentacles, but also that of the nuclear reaction that Octavius attempts to carry out in the film. The reaction resembles the
sun, complete with
solar flares, and poses a threat to its immediate environment through its strong gravitational pull, which can draw surrounding objects directly into it and disintegrate them. As mentioned previously, the film's increased budget allowed the reaction to have a significant amount of artistry and reality. == Music ==