When we last heard from Peter Parker (Tobey Maguire), he was feeling destitute because he had this problem. He developed an alter ego, Spider-Man, who was driven to fight the good fight, but in doing so, Peter couldn’t pursue the love of his life, Mary Jane (Kirsten Dunst).

Life seemed to go downhill as he tried to uphold his love to MJ and not be a superhero. When Peter encounters Dr. Otto Octavius (Alfred Molina), a renowned researcher at his college, the two get to know each other and Peter sees the life he would like to have.

When one of Octavius’ fusion experiments goes wrong, he ends up becoming Doc Ock, a dastardly villain with four robotic limbs fused to his spine.

Again, Spider-Man must save the day.

For Spider-Man 2, director Sam Raimi wanted to take this new adventure in a different kind of direction. “In our first conversations, I got the impression that Sam liked the intimate character development of the first twenty minutes of the first Spider-Man and wanted Spider-Man 2 to have more of that intimacy,” says cinematographer Bill Pope, ASC. “It was something we were determined to hold true to, even though we still have huge chase sequences, complicated visual effects and hair raising stunts.”

Pope made a conscious decision not to reference the lighting and camera work on the first Spider-Man picture. “Sam wanted to re-imagine Spider-Man,” says Pope. “So, we started from scratch. One of our first conversations became about format. The first movie was shot in 1.85, and I felt that changing it to 2.40 might allow us to better get the scope of flying around the city. Scope uses the audience’s peripheral vision and can heighten the sensations of action. And I didn’t feel it sacrificed any of the intimacy that Sam wanted. It’s often easier to get two people in the same frame, and therefore can require less cutting between singles.

“We did a lot of tests with Neil Spizak to get the right color palette,” continues Pope. “Neil wanted a new approach to the color and we felt like we should start with the basics and build a new character organically from the script.

“The most basic element of Spider-Man is the costume, of course, so we started there. To give the film a better grounding in New York, we studied photographs of the city and took notes on our scouting trips there. We settled on a more urban palette, which we felt was more grown-up and realistic and less kid-comic.

“This meant a concentration on the grays, greens, fluorescents and the heightened contrast of the city.

“And we felt like the suit should be darker and less color saturated to match.” All of this was accomplished through extensive film testing of the palette and the costume.

Pope chose to work with a familiar stock, Kodak’s 5279, because he understood the structure of the grain and liked the lower saturation. Camera choices were Panavision Primos for the Super 35 mm sequences and a variety of Vista-Vision and larger format equipment, depending on the effect desired.

Because of the scope of the picture, it was decided not to bring in a Steadicam. This often complicated the planning for Pope and A-Camera operator Chris Moseley. “Bill and I were always trying to figure out ways to do dolly shots instead of using the Steadicam,” says Moseley.

“We ended up using a lot of dance floor and dolly track to keep the camera moving.”

“My first instinct, and I think this is true of Sam as well, is to find a way to make all moves on a dolly or a crane,” says Pope. “It feels more weighty, more old fashioned, and has a built-in ‘classic’ feeling for the audience because of the vast amount of experience they have in viewing films shot that way. It feels more emotional. It also makes me work harder to come up with a more exact shot.”

“We also used a Technocrane with an un-stabilized Arrowhead most of the time,” Moseley continues. “The Arrowhead worked great. It is very smooth and when you put it on a Technocrane you can do some very exciting shots. But it is un-stabilized, unlike a Libra head, so at times, we had to make sure that there wasn’t too much wobble.

“We used the Technocrane a lot throughout the movie, but it really came in handy with the inevitable Spider-Man and Doc Ock fight off the sides of buildings,” Moseley continues. “We were able to fly the camera around and really add some dynamic movement to the fight sequence.”

For Bill Pope and team, this picture ran the gamut of challenges in camera, lighting and logistics. There was always a strong desire to balance the massive chases and effects with intimate moments. “My favorite of these little intimate moments is when Peter’s aunt throws him a birthday party,” Pope recalls.

“There are only four guests,” he says. “Peter, Aunt May, MJ and Peter’s best friend Harry Osborne. I think what Sam wanted to do was convey all the pressures on Peter/Spider-Man in this one little scene.

“We began the sequence in the house and took it outside to the backyard fence, which we tried to shoot with identical camera positions as the first movie, to give the audience a sense of familiarity with the players and the material. We wanted to make the audience feel more at home.

“Of course, in true movie-making tradition, we shot the fence at the very beginning of the schedule in New York, and the party at the other end of the schedule on a Sony sound stage in Los Angeles.

“For Aunt Mae’s house, we used the exact set from the first film, but with a different palette,” he explains. “We wanted a golden yellow interior with golden light. The idea was for Peter and the audience to glimpse the life he could have had, if he didn’t have all the responsibilities of being Spider-Man. We tried to stick to simple, quiet filmmaking to set the mood.”

Then there was the backyard scene in New York. “We lit a neighborhood block in Queens, and had the classic problem of wanting to see the entire block, but to create a special private area for two characters to have a romantic moment.

“Of course, the neighbors watching us shoot and yelling, ‘Go ahead and kiss her’ was another factor we had to contend with!” he laughs.

“We tried to light the backyard suggestively, to sketch out the background, but not enough for the audience to dwell in the detail,” Pope adds. “Then we lit the two characters just ever-so-much brighter to draw the eye to them. As the scene progresses, they get closer and closer together and we made the contrast between them and the background greater and greater. By the end of the scene, we feel a privacy that wouldn’t normally happen in one of the many cookie cutter backyards.”

Bill Pope and crew really had to keep their sense of humor available as they faced the challenges of this picture. “Every sequence was an adventure,” he admits.

“For us, the hospital sequence where Ock turns into this evil being was fun because Sam Raimi was in his horror movie genre,” recalls Moseley. “Sam and Bill were so prepared with storyboards and shot lists with every detail accounted for. Every shot and angle was planned out beforehand. This made it clear to everyone involved what the sequence was all about.”

At this point in the story, Doctor Octavius has been brought to a Manhattan hospital as a result of the horrible accident at his lab. No one knows it yet, but the mechanical arms have been fused to his body, and the built-in artificial intelligence of the arms has taken control of the good Doctor Octavius. In a large green-tiled operating room, the arms assert themselves in horrible fashion in an attempt to stop the doctors from removing the arms from Octavius.

“It’s a scene that’s all about classic horror movie style,” says Pope. “Sam just wanted to play and to make a 1930’s horror flick, with a few touches from Godzilla and The Poseidon Adventure. It’s not really a send-up, but James Whale and Irwin Allen would be squirming.

“One of the horror lighting conventions we wanted to imitate was up-lighting with big shadows cast on the walls,” Pope explains. “To motivate this, we asked for the scene to include standing floor lamps that could be knocked over during the mayhem.

“We had a few other quirky things, like eight lipstick cameras stitched together optically to make the four split-screen POV’s of the mechanical arms. And some special rigs like the XR head on a Rail-cam to follow a stuntman getting thrown out plate glass windows.

“And, from the Godzilla days, old stand-bys such as snap zooms into faces or screaming mouths.”

There are a few other “sequences” that challenged Pope’s team. They are catastrophic sequences that were an interesting amalgam of live action and visual effects and are still under a blanket of “secrecy.”

For Pope and team, the most difficult, interesting and challenging sequence to be captured was a special effects set up that involved shooting plates of the L-train in Chicago (to substitute for a New York over the street train) and reconstructing that sequence on stage for live action.

“Shooting plates for the eventual CG overlay of Spider-Man and Doc Ock wasn’t the most glamorous assignment, but it took an unbelievable amount of planning and the execution was a good lesson in how far one has to go sometimes to shoot a ‘simple’ sequence,” Pope recalls. “Two trips to Chicago, first with Sam, the writer and key production people so that they could write the sequence for Spidey and Ock fighting on the train. Then, with the grips and gaffer and so forth, to work out the technical logistics for the plates John Dykstra would need to complete the effects part.

“And, another to shoot tests of our various approaches to shooting.”

First assistant Greg Luntzel and the rigging grip Kevin Erb tested the Hydrohead on different support apparatus for various elements in this sequence. “We put it on everything from risers on a dolly to inner tubes to try to get a smooth stabilized shot for the plates,” says Luntzel. “I love the Hydrohead, but there is something in the make up of the equipment that fought the train vibrations instead of reducing them.

“Sometimes,” Luntzel adds philosophically, “you learn more from failure than from success.”

Once the equipment was tested, Pope and team moved to the next step. “We had to coordinate everything with the city, including getting permission to control the trains and putting our own ghost train into their schedule, so we could place extras on the train and platform and get them on and off in time,” Pope explains.

“Then we had to figure out the cameras we would need to capture everything––top, side, wheels––anything you could see from the train at any height.

At first, Pope and crew thought about using a flatbed train car, but the lack of suspension prohibited this choice. When they tried a Gyrohead, they couldn’t link three cameras because of the weight. The Hydrohead and a Panavision gyro head were tried, but tests showed neither was stable enough.

“So, we decided to rig the cameras to a passenger car, which already had a suspension and looked good in the tests,” says Pope. “Trouble was, there was no ‘extra’ passenger car to rig beforehand and no real downtime to rig it. Also, we were shooting plates where we did not want to see the train we were on. We just wanted to see city and tracks, and to add a CG train and actors later.

“So we had to rig on the outside of the train with each camera looking away from the car it was mounted to.

“We also didn’t have a script yet, so we didn’t really know exactly what plates to shoot. So our problem was to shoot plates of everything that could be seen from the tracks, front, back and sides, and from all possible heights from the train car for whatever scene would be written later.

“So, together with John Dykstra and the people at Sony Imageworks, we came up with the idea of shooting ‘camera arrays’, where we’d stitch together the images from three cameras to come up with a single 180 degree field of view,” Pope explains. “Then the action could be anywhere within that large field. But we figured we needed 12 large format cameras to do it all the way around the train and we couldn’t find 12 identical large format cameras.”

“We ended up with all the 65mm cameras Panavision owned (six). And, we also had non-running body parts if the case arose,” says first assistant Greg Luntzel. “Mark Gutterud arranged with Disney Studios to rent four Beaucam VistaVision cameras that they owned and we got four additional models from Greg Beauman. It was the first time that all eight had come together on a single shoot.”

“The 65mm cameras were used for Ryan’s Daughter,” Pope explains. “They were retired until Far and Away. We even brought the 65mm technician who worked on them out of retirement to maintain the equipment.

“We then added one 65mm eight-perf Iwerks camera and three Arri 435s. This allowed us to cover every conceivable edge of the train from every angle, giving John all that he needed.”

Working from models and pre-visualizations by Imageworks, Pope found the positions using a Vid-Stick finder and Luntzel, rigging grip Kevin Erb, and assistants Wayne Baker and Sean Moe then placed them in the correct spots. “We mounted the equipment in arrays of three,” says Luntzel. “Their field of view overlapped by approximately 15 to 25 degrees. Each array of three cameras had to be in synchronous shutter lock and as close to nodal as possible. This provided over 180 degrees of continuous background plate for the CG guys to work with.”

“Grips Kevin Erb and Tony Mazzuchi did an incredible job of rigging everything to the side of the train,” Pope recalls.

“Chicago would only let us shoot on Saturday and Sunday,” he continues, “and they would only give us access to the car Friday night after it’s regular run was over. So, a team of grips under Kevin and Tony Mazzuchi, and another team of camera assistants under Greg Luntzel, were waiting at the train shed as night fell on Friday night.

“We had practiced for days on an identical car that existed on the Universal back lot, but we had to build the rigs on the train, set the cameras, interlock all the shutters, set the lenses and test it all before the sun came up on Saturday.

“Then another crew came in (with some people working round the clock) at dawn to start the shoot day.

“Just figuring out how to turn on all the cameras at the same time was a big deal. They were positioned all over a 40-foot train car, mounted outside, with no access to most of them.

“Remember, we had a window to shoot and could not interrupt the natural progress of working trains,” he adds.

“On Saturday night, the train came back to the yard, and we’d move each camera array to get different views from the train, different heights, and directions, along with some ‘specialty’ one-of-a-kind angles.

“So, we had to stay up all night again, and shoot all day on Sunday.”

On “down days” the crew filmed inside and outside the cars from a parallel train, using another Iwerks camera, and the Spydercam, which is a cabled camera transport system. “Spydercam rigged a little 220 foot descender rig for a fall off a building and onto the track,” Pope continues. “And several 1/4 mile runs with the Spydercam to get shots of the outside of the moving train as it ran down the main boulevard of Chicago.

“All at the beginning of our shoot––and for what was really an ‘effects unit’ sequence.”

Some time later, the crew recreated this sequence on stage, so that they would be able to shoot stuntmen on the sides of and on top of two real train cars, including elements with Spider-Man and Ock.

The crew’s first challenge was locating a stage with a floor that would handle the weight of the actual train cars and the effects rig that rocked and rolled them. It needed to be long enough to accommodate the cars end to end and the 360-degree span of blue screen. And, they needed headroom to easily rig an overhead skylight. “This takes place in the middle of big city high rises,” explains gaffer Robert Finley III. “Top light is really the only light.”

In addition, the sequence involved a moving train. “So we needed to make it appear as though it were speeding through downtown Manhattan, despite the fact that we were sitting on stage and using a shaker rig inside the blue screen,” says Pope. “And, we had to allow for Sam’s interesting approach. He would always find something, some little thing, to make the shot much more real and interesting.”

Stage 14 at Sony fit most of the requirements. The floor was strong enough and the length was almost long enough. The challenge was the height. The team had to find a way to light the blue screen, hang an overhead sky light for the top of the train, push daylight through the windows for the interiors and make the light move to give the audience a sensation of motion. “And keep everything out of the shot,” says Pope.

“The first thing we did was hang 6K space lights directly over the top of the cars,” recalls Finley. “To keep them out of the shot, Kevin Erb (rigging key grip) set pipes above the perms so when Frank Dorowsky (Finley’s rigging gaffer) rigged the space lights, the bottom of the silk skirts were only a foot below the perms.

“Next, in order to achieve the movement of the train, the light needed to move or change in some way,” Finley continues. “When we shot the plates with Bill, we made note that the top light did not really change much, but the side sky light changed as we traveled from the shadow of a large group of buildings to the brighter sky of the intersections between blocks.

“So, we decided, rather than make the side skylight chase, to make a shadow chase,” he adds. “The side sky light needed to be soft and to come from high enough up to match the plates for shooting on top of the train. It also needed to reach inside through the windows for shooting the interior of the cars.”

To do this, the team built 22 light boxes, 11 on either side of the train. (See lighting plot). Each measured 8 by 12 by 4 feet deep. “They had light-grid diffusion on the front and three 12K space lights inside,” Finley explains. “They were rigged individually in such a way as to allow each box to lay flat up against the perms and be able to lower all the way to the floor and stand vertically. It was like a 12-foot high wall, allowing any position we needed in between.

“When they were lined up, this amounted to a 12 by 96 foot soft box on each side of the train.”

“It worked great,” says Pope. “Bobby had it rigged so that, when a section of the box dipped into the shot, we just had to raise that area.”

“To get the motion, we created different size shadow patterns by turning off some or all of the lights in one or more boxes,” Finley adds. “Then we chased that pattern along the length of the train.

“The blue screen with thirty Image 80s hung out of the grid and there were 30 more on the floor,” Finley continues. “Quite simple, really!”

“Bobby and his crew did a magnificent job recreating light that had been ‘natural’ on the location,” says Pope. “Chris and the camera crew, as well, performed well under a lot of difficult circumstances, both on location and on stage.”

“For me, the challenge of the stage train sequence was the car itself,” recalls Moseley. “There was barely enough room to fit a Peewee dolly down the center of the car. This made it tough to plan shots and operate in such a tight space.

“Then, when we got to the action sequences on top of the train there was plenty of room for the camera, but there were other challenges,” he adds. “The action went everywhere and since the outside of the train was wrapped almost completely in blue screen, one of my main jobs was to make sure that wherever the action went, we had some type of blue screen behind the actors.

“We started prepping Spider-Man 2 in September of 2002,” Pope recalls. “We shot the Chicago plates in November, 2002, and the hospital sequence in March 2003. Principal photography began in New York in early April, 2003 and we came back to LA in late May till the end of August. Then we came back for the month of October to film the final battle scene. I’m still finishing the digital intermediate now, so, including prep, we’ve been working on this “little kids” movie for the past 18 months.

“Quite a challenge, for all of us,” he laughs. •