Inside James Cameron's Lost Spider-Man, the Gritty Version That Almost Starred Leonardo DiCaprio

James Cameron's filmography, from the relentless Terminator and the terrifying Aliens to the monumental Titanic and the groundbreaking Avatar, at one point almost included Spider-Man. What's more, it would have starred Leonardo DiCaprio as the web slinger himself. So let's take a look at what could have been.

Spider-Man Took Over a Meeting That Was Meant to Be About X-Men

In the early 90s, Cameron and his then wife Kathryn Bigelow, the Academy Award winning director of The Hurt Locker, were in talks with Carolco Pictures about making an X-Men movie that Bigelow would direct and Cameron would produce. During one meeting that included Stan Lee and Chris Claremont, the legendary X-Men comic book writer, the subject quickly turned from X-Men to Spider-Man, thanks to Stan Lee.

As one account from someone in that room puts it, Stan looked at Cameron and said, "I hear you like Spider-Man." Cameron's eyes lit up and the two started talking and talking, and about 20 minutes later, "all the Lightstorm guys and I are looking at each other and we all know the X-Men deal has just evaporated."

If it wasn't already clear, Cameron was a massive Spider-Man fan, and the prospect of directing a film about the web slinger was too good to pass up. Speaking about his childhood, he put it simply: Spider-Man "was the coolest" to him, and there were all the other superheroes, and then there was Spider-Man.

Cameron's Scriptment Put Peter Parker in a Gritty, Real New York

Cameron began by writing a scriptment, part screenplay and part narrative story outline. Straying from the traditional tropes of mythical cities like Gotham City or Metropolis, he envisioned a world that mirrored the rawness and realism of gritty New York.

He also wanted that gritty realism reflected in the characters, so in his movie everyone swears, including Spider-Man himself. When writing Peter Parker, Cameron thought about what a real teenager would do if given these incredible powers. His reasoning was that if you can do anything you want, nobody can stop you, and you are 17 years old, you had better have a pretty good value system, or you had better find one.

A Fruit Fly, Not a Spider, Starts Peter's Transformation

Since this is an origin story, the first act of Cameron's film hits many of the same beats as the Raimi version, with a few key differences. There is no Harry Osborn, for one. The laboratory Peter's class visits on a field trip makes genetically enhanced fruit flies, not spiders. After one escapes, it is caught in a spider's web and eaten, passing the mutagen from the fly to the spider, which then passes it to Peter when it bites him as he takes a picture for the school paper.

When Peter gets home, he heads straight to his room, passes out and plunges into a psychotropic state, barraged by hallucinations of spiders. Again, this is very similar to the Raimi version, except that when Peter wakes up he finds himself 80 feet in the air atop a transmission tower in his underwear, with no recollection of how he got there.

After returning home he goes through a similar ordeal again, and the following morning he finds the bed sheets stuck to him.

Peter's Organic Webbing Came With Fake Web Shooters

Just like in the Raimi films, Peter's webbing in Cameron's version is organic. Cameron felt it was implausible that a teenager would create web shooters that DARPA labs would take 20 years to create. Instead, Peter builds fake web shooters that do nothing but hide his biological wrist spinnerets, so it looks like the webbing is shooting out of the wristbands. He does this so people don't think he's a freak of nature.

That comes later, though. At this point, Peter is freaking out and runs out of the house in a panic. In another nod to puberty, it isn't long before he realizes his body is changing for the better, as he discovers he is capable of incredible feats of strength and agility.

Over the next few days he hones his skills, and one night he leaps across rooftops, starting to trip on the power of being able to come and go like a wraith without ever being seen. We know this because in Cameron's version we hear Peter's thoughts as voiceover, in place of the thought balloons found in a comic strip. While this would have been really cool to see on film, we would eventually get to see something like it in Sin City. That same night, Peter swings to Mary Jane's house, drops down from the roof and watches her unseen from outside her bedroom window.

Peter Becomes a Late Night TV Act Before Uncle Ben's Death

Around this point, Peter figures there must be a way to make money with his new abilities. He makes a costume and starts busking on the street, then upgrades to performing at upscale parties. At one of these parties, a booking agent discovers him and puts him on late night TV, where he becomes a cult favorite and public phenomenon.

One day Uncle Ben drives Peter to his agent's office to pick up his TV money, but the sleazy agent tells him he's broke and can't pay him. What follows is basically the same story beat we've seen a million times: the agent is robbed, Peter neglects to stop the robber, then finds Uncle Ben shot outside and goes after the killer. In this version, though, Peter apprehends him and then gets into a scuffle with the cops who arrive and want to take him in for questioning.

That night, a local TV station run by J. Jonah Jameson runs a story that two cops were assaulted by the mysterious character known as Spider-Man. After Uncle Ben's death, Peter takes a page out of Batman's book and goes after criminals with a vengeance. He even webs up two cops using excessive force on a suspect, which makes Spider-Man a wanted criminal.

Electro Wanted to Recruit Spider-Man

Here the film begins to heavily deviate from Raimi's with the introduction of the primary villain, Electro. This version is very different from the one in the comics. He has used his electrical powers to manipulate computer bank transfers and the stock market to make himself a billionaire.

In what must be a leftover from Cameron's scrapped X-Men film, Electro wants Spider-Man to join him and Sandman, the other super Electro has found, who acts as his heavy. Electro believes they are the next step in human evolution, each created by a fluke of technology. After seeing Spider-Man perform on TV, Electro invites him to his opulent mansion to seduce him into joining his master race, asking whether he will join his brotherhood. Spider-Man refuses, resulting in a brawl with Electro and Sandman that he narrowly escapes.

Frustrated, Electro begins a campaign to win back Spider-Man and buys a TV station from Jameson, giving him an unlimited budget to bash the hero. His goal is to make the world so hostile for Spider-Man that he will be driven back to Electro, seeing him as the only one who understands what it is to be different from the herd.

Mary Jane Grows Close to Peter and Falls for Spider-Man

Meanwhile at school, Mary Jane teams with Peter in biology class hoping to get an A, so she can get the car her parents promised her based on her grades. Peter wants to do the project on spiders, much to her disgust, because he wants to learn more about himself. As they work together she starts to like him, making her boyfriend Flash jealous.

After school, Peter witnesses Flash argue with MJ and slap her across the face. Later, dressed as Spider-Man, Peter slaps Flash around and destroys his beloved Porsche. Spider-Man also saves Mary Jane from a group of attackers, much like in the Raimi version, and the two kiss, beginning her infatuation with him.

The Climax Was Set Atop the World Trade Center

Eventually Electro learns of the relationship, kidnaps MJ and frames Spider-Man for her disappearance. Spider-Man tracks them to the top of the World Trade Center, which would have been where the climax of Raimi's film took place too, if not for 9/11. There, Electro lets MJ go, saying she was just a lure, and tries to seduce Spider-Man yet again. What he says actually resonates with Peter, until he tries to bribe him with millions of dollars and Spider-Man rebuffs him.

Electro then forcibly kisses MJ, electrocuting her to death before shocking her back to life. Peter goes berserk, fights them off and gets MJ to a stairwell in the other tower, where she tells him she loves him and Spider-Man replies, "cool." He then faces Electro and Sandman in a final battle Cameron describes as a real barn burner. Spider-Man pulls Sandman into the path of one of Electro's bolts, turning him into glass, before he and Electro fall off the tower in a spectacular shot of a panicking Electro firing electricity in every direction.

Peter saves him, then reveals his identity as a mere teenager, much to Electro's amusement, before Electro dies. Peter rains the bribe money down over the city. Back at school, Peter and MJ get an A, and as she pulls out of a celebratory kiss, she realizes he is Spider-Man. A fight with a jealous Flash follows, before Peter and MJ go their separate ways to different colleges.

The Adult Tone Set It Apart, but the Cast Was Interesting

A lot of elements from Cameron's script eventually found their way into the Raimi film, but there are a lot of differences too, the biggest being tone. There's tons of swearing, sex and other adult situations that probably would have earned it an R rating, which is not really what you want from a tentpole superhero film. Cameron, though, viewed the story of Spider-Man as a metaphor for puberty and wrote it for more mature audiences.

The cast list was pretty interesting. For J. Jonah Jameson, Cameron wanted R. Lee Ermey, which in my opinion would have been perfect. Maggie Smith, who basically played the token old lady in every early 90s movie, was eyed for Aunt May, while Cameron regulars Lance Henriksen and Michael Biehn would have played Electro and Sandman. Robin Lively was eyed for MJ, and Arnold Schwarzenegger would have popped in for a quick cameo as Dr. Otto Octavius to set him up as the villain for the sequel.

A Credit Clause Tangled the Rights in Litigation

To understand what stopped the film, we have to go back to the 80s, when Menahem Golan, then co owner of Cannon Films, famous for producing low budget schlock, purchased the Spider-Man film rights. Over the next several years he tried and failed several times to bring the character to the big screen, including a promoted live action version to be directed by Joseph Zito.

Eventually Carolco, the studio behind Cameron's Terminator 2, acquired the rights from Golan for Cameron on one condition: that his role in spotting the property's potential early and keeping it alive be recognized with a producer credit. Carolco easily agreed, but when negotiating Cameron's deal, it reused his Terminator 2 contract word for word, which gave Cameron approval over every credit on the picture. He refused to give Golan his due.

Golan realized this once publicity began to trickle out and his name was absent. He sued Carolco, followed by lawsuits from other studios claiming they owned the rights, beginning a tangled web of litigation that put the project on hold. Cameron went on to make True Lies with Fox and tried to get Fox to buy the rights, but Fox didn't want to get into the legal mess. Even after Titanic, he was still eager, saying he had written the script and was ready to go.

The Greatest Film He Never Made Pushed Cameron Toward Avatar

Perhaps it was a good thing the film wasn't made in the early to mid 90s, given the limitations of visual effects technology at the time. But considering how Cameron pushed the boundaries of visual effects with Avatar in 2009, it's interesting to wonder how he might have propelled CGI forward had he taken on Spider-Man after Titanic.

Cameron has called Spider-Man the greatest film he never made, and the experience became an important lesson, pushing him to focus on original works rather than adapting existing properties. He credits its failure with giving him the kick he needed to just go do his own stuff, which gave us Avatar.

Do you think Cameron's adult take on Spider-Man would have worked, or was it better left unmade?