What Spider-Man 3 Could Have Been: Vulture, Ben Kingsley and the Script Sam Raimi Never Wanted to Make

Spider-Man 2 raised the bar for what a superhero film could be in 2004, delivering bigger action and a real exploration of the personal cost of being a hero. Expectations for Spider-Man 3 were insanely high as a result, but the film was unable to stick the landing. Sam Raimi himself has since voiced disappointment with the end result and jokingly called the film "awful." What is less known is that Raimi and his brother Ivan originally outlined a very different movie before the studio got involved.

For fans wondering why the third film feels so different from the first two, the story of how it got made explains a lot, and it starts with a plan to rewrite Peter Parker's entire origin.

Sam Raimi wanted Sandman to be revealed as Uncle Ben's real killer

Even at the start of development, Raimi wanted to retcon Uncle Ben's death so that Sandman was revealed as the actual killer, not the burglar Peter let go. The idea was to force Peter to grapple with seeking vengeance and to make him feel he had more in common with the villains he faced than he'd like to admit. I can appreciate the journey of vengeance and eventual forgiveness Raimi wanted Peter to go on, but Uncle Ben's death already served as Peter's catalyst for becoming Spider-Man, and bringing it back into the story felt unnecessary. It also recontextualizes Peter letting that guy fall to his death in the first place.

Vulture and Sandman were originally going to team up as the film's villains

In this version, Vulture would have been defeated and apprehended by Spider-Man during a robbery in the film's opening, only to develop an intense hatred of Spider-Man from behind bars, similar to Peter's own lust for revenge against Sandman. Vulture and Sandman would then end up sharing a prison cell, where Vulture talks Sandman into joining his quest for vengeance. The two would engineer a prison break and corral other escaped convicts into wreaking havoc on the city, all to draw Spider-Man out and wear him down before pouncing at his weakest moment.

Because this version went through several revisions, there were two different planned endings. One had Vulture escaping to set him up as the main antagonist of a fourth film. The other had Peter offering Vulture a truce, which Vulture refuses, leading to his death in their final fight and illustrating to Peter the ramifications of an inability to forgive.

Ben Kingsley was reportedly in negotiations to play Vulture before Avi Arad intervened

Ben Kingsley was reportedly in negotiations to play the Vulture before producer Avi Arad stepped in and argued that Vulture didn't make for a compelling villain, since he had no personal ties to Spider-Man beyond petty vengeance. Arad reportedly also told Raimi that the series had featured too many of Raimi's own personal favorite Spider-Man villains rather than characters modern audiences actually wanted, namely Venom. After dragging his feet, Raimi reluctantly agreed and replaced Vulture with Venom.

The Venom fans got was reportedly not the character Raimi wanted to make

Instead of the antihero symbiote fans knew from the comics, Raimi made Eddie Brock a mirror-image version of Peter, stripping away his antihero side and turning him into a fully unlikeable villain. Raimi also made both Eddie Brock and Venom smaller in stature, with Venom sounding, in my view, more like a baby velociraptor than the terrifying symbiote fans were expecting.

Studio pressure reportedly forced Raimi to add Gwen Stacy on top of an already packed story

The meddling did not stop with Venom. At the studio's insistence, Raimi was forced to shoehorn Gwen Stacy into the film as well. Raimi's original goal was to stick with the core characters and simply progress their relationships. Instead, he had to juggle Peter's revenge-and-forgiveness arc, Sandman's backstory, the symbiote and black-suit Spider-Man, the conclusion of Harry's arc, Peter's ongoing relationship with Mary Jane, and the introduction of Gwen Stacy, all in one two-hour film. With so many plot strands, Raimi actually explored splitting the story into two parts, but the idea was abandoned because they couldn't come up with a satisfying cliffhanger to close out part one, leaving them stuck with one overstuffed movie.

The film's climax originally involved Venom kidnapping Gwen Stacy instead of Mary Jane

Up until late in production, the film had a very different climax. Earlier in the story, while still possessed by the symbiote, Peter effectively destroys his relationship with Mary Jane and begins dating Gwen Stacy instead. In the original climax, Venom kidnaps Gwen rather than Mary Jane. Raimi reportedly wanted to avoid yet another climax with Mary Jane as the damsel in distress, and using Gwen would have raised the stakes since comic book fans know she eventually dies falling to her death. I imagine Raimi ultimately changed the kidnapping victim back to Mary Jane to give Harry stronger motivation to team up with Spider-Man, since he'd be coming back not just to help his friend but to save the woman they both love. That shift is likely why Gwen basically disappears from the rest of the film after the jazz club scene.

Composer Danny Elfman was absent after reportedly clashing with Raimi over the temp score

One notable absence from Spider-Man 3 was composer Danny Elfman, who created Spider-Man's iconic theme. During editing, temp music is typically used as a placeholder before the final score is recorded, and on Spider-Man 2, Raimi grew stubbornly attached to that temp score, which reportedly inhibited Elfman's creativity because Raimi essentially forced him to copy it. I imagine that temp music was just reused cues from the first film. Elfman called working on Spider-Man 2 a miserable experience, and more famously said of Raimi, "it was like Raimi went to sleep, somebody put a pod next to him and when he awoke, he wasn't the same person" Elfman had known for a decade. The two eventually reconciled and have since worked together again, but Elfman's absence from Spider-Man 3 is part of why we got a different musical motif for the film. As an Elfman fan, I can't help but wonder what he would have done musically with black-suit Spider-Man.

The divisive "Emo Peter" dance scene only exists because the original villain plan fell through

Had the original Vulture-and-Sandman version of the film gone forward, we likely wouldn't have gotten the black-suit "Emo Peter" sequence that fans either love or hate. Personally, I've always thought it was a riot and a callback to the "raindrops keep falling on my head" sequence from Spider-Man 2, though I know plenty of people hate it. I do think a lot of viewers miss the point of the scene: the symbiote removes your inhibitions, and Peter is an awkward dork, so this is his idea of "cool, cocky and arrogant," even if to everyone else he just looks ridiculous and cringeworthy.

Raimi has said he didn't believe in all the characters, and Avi Arad later admitted the Venom push was a mistake

Despite his best efforts, Raimi couldn't make all these competing pieces work, and the film collapsed under its own weight. Raimi has said he didn't believe in all of the characters, which I imagine mostly refers to Venom and Gwen Stacy, and when a director's heart isn't fully in it, that tends to show on screen. To his credit, Avi Arad has since revealed he regretted forcing Venom on Raimi, saying it was unwise to push a filmmaker to work with characters he wasn't passionate about.

Sam Raimi's planned Spider-Man 4 fell apart over a dispute about adding the Lizard

Feeling like he'd let fans down with Spider-Man 3, Raimi wanted to make it up to them with Spider-Man 4, planning to feature Vulture as the primary villain alongside Felicia Hardy, also known as Black Cat. Sony, however, wanted the Lizard included as well. This time Raimi dug in his heels, not wanting to overload the film with too many characters and storylines the way the third movie had been, and refused to back down. Both sides reached an impasse and ultimately agreed to part ways. It's also worth noting Raimi remained unsatisfied with the Spider-Man 4 script even after numerous revisions, and his inability to get it to a place he liked in time to meet the summer release date may have also played a role in his departure.

Tobey Maguire's return in the multiverse films may have opened a door, or a portal, to the possibility of a fourth Raimi Spider-Man film someday.

Would you have preferred the original Vulture and Sandman team-up over the Venom we actually got?