Unspun: The Definitive Story of James Cameron’s ‘Spider-Man’

A Rising Star

The year was 1984. It was a hall of fame year for cinema by any measure. Ghostbusters, Gremlins, The Karate Kid, Indiana Jones and the Temple of Doom, Revenge of the Nerds, Sixteen Candles, and Red Dawn were all released. For horror fans, Friday the 13th: The Final Chapter had killed off Jason Voorhees in April of that year, while November saw the debut of Freddy Krueger in the original A Nightmare on Elm Street. All iconic, memorable films. But for me, the movie that left the biggest impression was a low-budget, action/horror hybrid starring a mostly unknown cast and directed by a young novice who had only helmed one movie prior. The images I saw on-screen, the music, the story, and the performances absolutely blew me away. I instantly fell in love with the film’s star, Arnold Schwarzenegger, and its director, James F. Cameron. The movie was The Terminator.

That film would go on to gross an astonishing $78 million off a budget of only $6 million. Following the release of The Terminator, Cameron resumed production on the follow-up to 1979’s Alien, which he had begun work on prior to directing The Terminator. In a rare move, 20th Century Fox agreed to wait for Cameron to finish the script and direct because they had liked the partially completed screenplay so much. Despite some resistance from the British crew working on the film whom had maintained their loyalty to Alien director Ridley Scott, Cameron completed directing duties on the film along with producing partner (and then-wife) Gale Anne Hurd and Aliens was released on July 18th, 1986. It became another smash hit for Cameron and is considered by some (myself included) to be superior to the original film. 

Budgeted at a modest (even for the mid-80s) $18 million, Aliens would pull in a box office haul nearly ten times that of its budget. Based on the success of these two films, Cameron was given a much bigger budget for his next film, 1989’s The Abyss. At a reported cost of $43-$47 million, the special effects masterpiece would gross $90 million worldwide. With three big hits under his belt, Cameron was poised to make his biggest movie yet, a follow-up to the film that launched his career.

Getting the sequel off the ground would prove problematic, though, as the intellectual-property rights were held by the Hemdale Film Corporation. When Hemdale began to suffer financial troubles, Schwarzenegger himself went to the head of Carolco Pictures to make a play for the rights to the franchise. “I reminded Mario (Kassar) that this is something that we’ve been looking for four years, and that it should be him that should go all-out, no matter what it takes to make this deal.” Displaying some of the political prowess he would utilize to great success a decade later when he was elected governor of California, Arnold convinced Kassar and Carolco to pay Hemdale $5 million for the film rights, clearing the way for the much-anticipated sequel. 

Terminator 2: Judgment Day was released on July 3rd, 1991. Reuniting much of the cast from the first film, Cameron took the personal tale of apocalyptic terror from that movie and expanded upon it, making a story grander in scope and size. It would go on to be a monster hit, becoming the highest-grossing film of 1991, finishing with over $500 million worldwide. In addition, it was nominated for six Academy Awards, winning four. Most importantly, Cameron was now firmly positioned as one of the most powerful directors in Hollywood. He would use this to his advantage, as he set his sights on a project he had dreamed of developing since his freshman year of high school.

In 1991, James Cameron was on fire and could do no wrong. He was on a streak of four mega-hits, with his latest being his biggest yet. So what would be next from Cameron? It was later that year (or maybe early the next) that I first remember hearing about James Cameron’s Spider-Man film. Al Gore hadn’t yet gotten around to inventing the internet, so all my movie news came almost exclusively through magazines. It was there, at the magazine stand of a grocery store, in an issue of Starlog or Wizard, or some other rag from the time that I read that Cameron was planning on tackling a big-screen version of Peter Parker and his alter ego after he completed his next film, True Lies. My imagination began running wild with all the things Cameron could do with one of my favorite comic book characters. I was super excited.

But then True Lies came and went in 1994 (not surprisingly, it was yet another huge hit for Cameron and Schwarzenegger). The years went by and then by 1996, Cameron began production on his mega-budgeted, maritime disaster opus Titanic (that film went on to do alright as well). But what had happened to his Spider-Man movie? Where was Cameron’s take on Spidey’s battles with Doc Ock, or Green Goblin, or Venom? It was becoming clear that ship had sailed and Cameron was all aboard his next project. He’d moved on. But I hadn’t. I wanted to know what happened to his Marvel movie. What would it have looked like? Would we ever see Spider-Man on the silver screen? Where did it all go wrong?

Genesis

These days, we are accustomed to a new Spider-Man movie debuting pretty regularly, with no less than three feature films starring the web-slinger released between 2017-2018 (Spider-Man: Homecoming, Avengers: Infinity War, and the upcoming animated Spider-Man: Into the Spider-Verse), along with the recently released Venom and PS4 smash hit video game Marvel’s Spider-Man. This wasn’t always the case, though. Sure, there were the various animated TV shows and the live-action shorts on The Electric Company. But in the ’80s, feature films starring your friendly neighborhood Spider-Man were unheard of.

The first movement on a Spider-Man movie began in 1985. Cannon Films, the notoriously schlocky B-Movie studio helmed at the time by Israeli cousins Menahem Golan and Yoram Globus, was a growing force in the ’80s. With a strategy of buying scripts on the cheap and producing low-budget genre fare, the company became profitable and grew to a peak output of 43 films in 1986, along with purchasing a number of theater chains worldwide. They produced a wide variety of films during this time, such as the Death Wish sequels, the Sly Stallone action “epic” Cobra, many of Chuck Norris’ biggest films, and the very divisive 1987 Masters of the Universe movie. (By the way, I highly recommend the fantastic documentary on the infamous company, Electric Boogaloo: The Wild, Untold Story of Cannon Films, available on Netflix, Amazon, and elsewhere.)

In 1985, the company purchased a five-year option to the film rights for Spider-Man from Marvel for $225,000, plus a cut of the movie’s box office revenue. Two years later, Cannon announced that a Spider-Man movie would go into production in November 1988. This version of Spider-Man that Cannon was developing, however, was going to be much different from the webslinger we are familiar with. Golan and Globus had a fundamental misunderstanding of who Spider-Man was and they had planned to make a B-movie version where Spidey was a mutant tarantula-like monster with eight arms. Yeah, read that line again. A mutant tarantula-like monster! “Golan and Globus didn’t really know what Spider-Man was,” explained Joseph Zito (Friday the 13th: The Final Chapter), Cannon’s original director choice for the film. “They thought it was like the Wolfman.” Bullet dodged there! Naturally, Spidey creator Stan Lee was none too happy with this idea and ordered the script be changed to a treatment he had developed.

According to an interview conducted by website Planet Origo with B-movie director Albert Pyun (Cyborg, 1990’s Captain America), he was brought on by Cannon to direct the film in 1988. Starring relative unknown actor/stuntman Scott Leva as Parker/Spider-Man, the film was to have a budget of $6 million (by comparison, 1989’s Batman had a budget of $35 million). The main villain in this version would have been Dr. Curt Connors, aka the Lizard, and much of the action between he and Spidey would have taken place in the sewers of Brooklyn, New York. Sets were even built at De Laurentiis Studios in Wilmington, North Carolina. Although the movie never materialized, 2012’s reboot The Amazing Spider-Man used many of the basic story beats from this version. Another interesting tidbit: Those sewer sets would be re-purposed by another film shoot a year later. That movie? 1990’s Teenage Mutant Ninja Turtles!

Due in large part to overspending, growing debt, and several big budget flops (remember 1987’s horrendously bad Superman IV: The Quest for Peace? They were responsible for that.), Cannon Films went under and was acquired by Pathé Communications, an Italian holding company, in 1989. In Janet Wasko’s book How Hollywood Works, she explains that Globus remained with the new company, while Golan resigned and left to start his own production company, 21st Century Film Corporation. As part of his separation deal, Golan retained the film rights to Spider-Man. He wouldn’t keep them for long.

Enter JC

Carolco Pictures was not your typical independent film studio. In many ways, they were quite like Cannon Pictures, only on a grander scale. They paid big money for screenplays, A-list stars, and big budget blockbusters. Founded by immigrants Mario Kassar and Andrew Vajna, their first big hit was First Blood, which they had acquired from Warner Bros for $385,000 and paid Sylvester Stallone seven-figures to star in. Following the success of that film, they would go on to release a number of mega blockbuster hits throughout the ’80s and ’90s, such as Rambo: First Blood Part II (which marked their first interaction with Cameron, who wrote the screenplay), Total Recall, Basic Instinct, Stargate, and Terminator 2. But also much like Cannon, they were undone by lavish spending, generous compensations, bad business deals, and several high-profile flops. In late 1995, they were forced to file for Chapter 11 bankruptcy. But we’re getting ahead of ourselves.

“Spider-Man was kind of going nowhere…Marvel characters in general weren’t being developed very well at the time.”

Cameron had been interested in making a big-screen version of Spider-Man stretching all the way back to his high school days. When the rights for Spider-Man became available after the collapse of Cannon, Cameron saw a golden opportunity to pursue his passion project. “Spider-Man was kind of going nowhere…Marvel characters in general weren’t being developed very well at the time.”

Cameron approached the brass at Carolco, with whom he had made T2, with his idea to bring Spider-Man to the silver screen. “I got Carolco Pictures to buy Spider-Man. I was going to launch that as a series of films.” Carolco was more than happy to oblige Cameron’s request and, a year after his departure from Pathé, Menahem Golan sold the rights to Carolco Pictures for $5 million. The studio then hired Cameron to write, direct, and produce the film, using his earlier contract from Terminator 2 as a template. Remember this seemingly trivial point, as it comes back later in a big way.

Moving forward on the production process, Cameron began work on a screenplay, turning in a first draft toward the end of shooting True Lies in 1993. Later that year, he submitted a revised “scriptment” (an extended film treatment with dialogue and screen direction) which he had begun work on in 1991. (You can read the entire scriptment here.) “I wrote quite an extensive treatment – I think eighty or ninety pages long (it was actually 57-pages),” recalled Cameron. This time, Stan Lee loved the scriptment and gave it his full endorsement. In her 2009 book The Futurist: The Life and Films of James Cameron, Lee told author Rebecca Keegan “It was the Spider-Man we all know and love. Yet it all somehow seemed fresh and new.”

The Story

An initial screenplay draft had Spider-Man battling Dr. Otto Octavius (the rumored Arnie part), better known as Doctor Octopus. When Cameron wrote his scriptment, the story and characters changed somewhat. Doc Ock was out, and Electro and Sandman were in. This Electro was different from the comics version, though. Electrical engineer Maxwell Dillon, as he is known in the comics, was now a common criminal named Carlton Strand. Like his comic counterpart, he gained his power after being struck by lightning (although in a slightly different way). Using his newfound powers (which, in addition to allowing him to manipulate electricity, also allow him to see in electric fields and download and analyze information from computers), he becomes a corporate billionaire akin to ’80s-era Donald Trump. His power comes at great cost, however, as he is unable to have any contact with another human without killing them.

Furthermore, Cameron’s Sandman is no longer Flint Marko, but now simply known as “Boyd.” He becomes the supervillain as the result of an atom-mixing, bilocation (basically teleportation) accident. At one point, a description of Sandman in the scriptment, straight out of Terminator 2, reads “Sandman chunks dissolve into puddles of sand and quickly flow together… forming back into a human shape.” Sound familiar? Also, although J. Jonah Jameson is present here, The Daily Bugle isn’t. Jameson is the owner of a local TV station.

As for Peter, the story opens with Spider-Man hanging from the radio mast of the north tower of the World Trade Center. He becomes Spidey in pretty much the traditionally told manner. The big departure is that he now has organic web-shooters. He’s also described in the scriptment as “your basic sexually pent-up adolescent.” He becomes more confident and brave after getting bitten, but he’s still a socially awkward teen.

Throughout the story, there are some, um, interesting scenes one may not expect to find in a Spider-Man movie. Examples include Parker/Spider-Man spying on Mary Jane while she is getting dressed in her bedroom before losing his grip and falling to the ground, a scene near the film’s conclusion in which he screams the line “I’ll kill you! Motherf***er!…You’re dead, you sick bastard!” to Strand/Electro, and another where he woos MJ into getting it on on top of the Brooklyn Bridge. In a scene reminiscent of DiCaprio’s “Jack” flirting with Kate Winslet’s “Rose” while showing her his art portfolio in Titanic, Parker/Spidey describes to MJ the mating habits of spiders. “Courtship among the spiders is highly ritualized. It varies from species to species. The male spider may circle the female or wave his front legs…to signal that he is not prey. The female usually signals her willingness by an uncharacteristic passivity.” This is directly followed by them, ahem, doing the deed. Um, yeah.

The climax of the film takes place with an epic battle on top of the World Trade Center between Spidey and the two baddies, Electro and Sandman. After emerging victorious, we see Peter reveal his alter-ego to Mary Jane a few days later back at school. We also learn via voiceover from Parker that their romance continues into college.

Casting

Throughout the process, multiple actors were rumored for the various roles in Cameron’s Spider-Man. Cameron favorite Michael Biehn (The Terminator, Aliens) was rumored to be an early contender for the role of Parker/Spidey, while Arnold was in line for the role of Doctor Octopus. Speaking with Empire Magazine in 2012, Schwarzenegger revealed “It never got there because he (Cameron) had a battle with the studio and they went in another direction.”

Later on in the production, after moving on to the scriptment version of the film, other casting choices began to emerge. T2 star Edward Furlong, who had played young John Connor, was strongly considered by Cameron to play Peter Parker/Spider-Man. Another choice for the role was future Cameron collaborator Leonardo DiCaprio (who also was allegedly considered for the part of Harry Osborne when Furlong was the front-runner for Spidey). In a 2015 interview with Empire Magazine, DiCaprio spoke about Cameron’s interest in casting him. “I know he was semi-serious about doing it at some point, but I don’t remember any further talks about it. We had a couple of chats. I think there was a screenplay that I read, but I don’t remember. This was 20 years ago!”

Other casting rumors:

• Robyn Lively, Sarah Jessica Parker, and Molly Ringwald (among others) for Mary Jane
• Drew Barrymore (Charlie’s Angels, The Wedding Singer) as Gwen Stacy
• Maggie Smith (Harry Potter, Sister Act) as Aunt May
• R. Lee Ermey (Full Metal Jacket) as J. Jonah Jameson
• Lance Henricksen (The Terminator, Aliens) as Electro/Carlton Strand
• Michael Biehn (The Terminator, Aliens, The Abyss) as Sandman/Boyd

Implosion

So, I ask once again: Where did it all go wrong? Well, as is usually the case with deals like this, it was a tangled web of legal rights. Facing the prospects of bankruptcy, Marvel sold the film rights to Spider-Man to Cannon Pictures in 1985. The terms of the deal were for a five-year window, expiring in 1990. When Menahem Golan left Pathé Communications in 1989, he took the rights with him to his new company, 21st Century Films. According to Janet Wasko’s book How Hollywood Works, Golan was unable to finance the film, so he sold the theatrical rights to Carolco, the television rights to Viacom, and the home-video rights to Sony/Columbia Pictures. This would come back to haunt all parties involved (well, maybe not Sony, but we’ll get there).

Remember that deal with Cameron that Carolco had hastily thrown together based off his T2 contract? A clause in the contract stated that Cameron had final say on film and advertising credits. Not wanting to have his film associated with someone with a less than pristine reputation at the time, Cameron refused to give Menahem Golan credit as a producer on the film. This proved problematic, however, as Golan’s deal when selling the rights to Carolco included a contractual stipulation that he be given a producer credit on the film. In 1993, Golan brought forth a lawsuit against Carolco when it was clear he was being left out in the cold. Carolco found themselves between a rock and a hard place, as both Cameron and Golan had legal grounds to stand on. Furthermore, Carolco, believing they owned the television and home-video rights, sued Viacom and Sony/Columbia. The studios then counter sued, complicating matters even further.

Fast-forward to 1995. 21st Century Films, facing bankruptcy themselves, sold off their film library to MGM Studios. This included rights to all drafts and versions of the Spider-Man screenplays. Later that year, Carolco also filed for bankruptcy. If this weren’t enough, 20th Century Fox entered the fray, claiming Cameron’s directorial services under an exclusive contract. This, along with Golan’s lawsuit against Carolco, put a stranglehold on further development of Cameron’s Spider-Man.

With the rights now in serious doubt, Cameron left the project and moved on to Titanic. From Keegan’s book:

‘Here I am working on Spider-Man and it turns out that there’s a lien against the rights and Sony’s got a piece of it and Carolco doesn’t really own it even though they think they own it,’ Cameron says. With Carolco down, Cameron tried to get Fox to go after Spider-Man…but procuring (rights) now meant entering a nasty legal fight and potentially a bidding war involving multiple other studios and producers with overlapping claims on the project. ‘They’re so risk averse,’ Cameron says. ‘For a couple hundred thousand dollars in legal fees they could have had a $2 billion franchise. They blew it.’

According to a March 1999 L.A. Times article, MGM, now in possession of the Spidey screenplays, believed they were the rightful owners to the Spider-Man property and brought suit against Sony, Marvel, and Viacom, claiming the original deal between Cannon and Marvel was fraudulent. A California Supreme Court judge disagreed. MGM, facing a lengthy and costly court battle with Marvel, settled with Marvel and dropped their pursuit of the film rights. Marvel, now under bankruptcy protection, was awarded the film rights back by the courts, who had determined that their original contract with Golan had expired.

Now having entered bankruptcy restructuring and the rights to Spider-Man restored, Marvel settled all outstanding suits and then sold the film rights to Sony in 1998 for a reported $7 million. As for Cameron’s scriptment? The Times article reported “Cameron’s treatment, which he wrote for the defunct studio Carolco for $3 million and which ended up in MGM’s possession, has attained near-legendary stature in Hollywood, despite having been read by very few people. Under the Sony-MGM deal, the treatment now belongs to Columbia.”

Aftermath

Realizing the golden opportunity now in front of them, Columbia Pictures wasted no time in moving forward on development for their Spider-Man film. After looking at multiple candidates to direct, such as David Fincher, Tony Scott, and M. Night Shyamalan, Columbia hired Sam Raimi in January 2000. As for the screenplay? Columbia optioned only the Jim Cameron scripts and scriptment for the basis of their film. Screenwriter David Koepp, along with Scott Rosenberg and Alvin Sargent, reworked Cameron’s versions, ultimately replacing the villains Electro and Sandman with the Green Goblin and Doc Ock (who was ultimately dropped). Although DiCaprio was once again sought for the lead role (“That was another one of those situations…where I didn’t feel ready to put on that suit yet. They contacted me.”), the part eventually went to Tobey Maguire and the role of MJ to Kirsten Dunst.

Many elements from Cameron’s drafts did, however, make it into the Spider-Man film that we are all familiar with. The biggest carryover was the organic web-shooters, as Raimi also felt it would be too much of a stretch to believe that Peter Parker could create his own shooters. Other elements that made the cut include Parker awakening to a more muscular frame and perfect vision, Mary Jane as the leading lady, and Uncle Ben dying via a carjacker. Of the four screenwriters responsible for the final screenplay, Koepp was given sole credit (reportedly, the other three voluntarily gave up their credits). Cameron’s response? “I didn’t feel that injured…slighted, but not injured,” according to Keegan’s book. I’m guessing all that Titanic money made the pill a bit easier to swallow.

Filming began January 8, 2001 and went through June 30, 2001 (oddly enough, those are the birthdates of my first child and my wedding date, respectively). Spider-Man finally made its way to theaters on May 3, 2002, and it broke all kinds of box office records. Produced for $139 million, it went on to gross $1.5 billion worldwide from global box office and home video sales. And thus, a franchise was born.

Cameron did just fine after missing out on a Spider-Man franchise. Titanic was released in December of 1997 and went on to smash box office records, becoming the first film to break the $500 million domestic gross mark, finishing with $600 million in its initial domestic run (and eventually a staggering $2.18 billion worldwide). It would also go on to win 11 Oscars, two of which went to Cameron for Best Director and Best Picture (along with producing partner Jon Landau). That global box office number would be good enough for the current #2 spot, as of October 2018. As for the #1 top grossing worldwide movie? That would be Cameron’s 2009 3D epic, Avatar. His journey to Pandora would break his own domestic and worldwide records, held by Titanic for 11 years. Avatar would finish with a domestic gross of $760 million, good enough for the current #2 domestic spot, and $2.78 billion global.

So, we never did get a James Cameron-directed Spider-Man movie. But we at least got a version of Cameron’s vision. Had it not been for his efforts, which ultimately led to the massive success of the 2002 Spider-Man, perhaps superhero films would not have become the fixture in cinema that they are to this day. A large debt of gratitude by comic geeks worldwide is owed to Mr. Cameron for his contributions. Being the influence on the genre that he is, would Cameron ever consider directing another comic book movie? The answer may surprise you. In a 2014 interview with Collider, Cameron recalled “When I was a kid: to me there were all the superheroes and then there was Spider-Man. So having not gotten Spider-Man, it’s not like I’m looking around for the next comic book character.”