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And New Faces
In Spider-Man™ 3 – just as in the first two films – the filmmakers made a special effort to ensure that the villains are a reflection of Peter and the struggles he endures as he comes of age. According to Raimi, every character in Spider-Man™ 3 moves Peter Parker's story forward. "We're holding up a mirror,” Raimi says. "Each character is there with a purpose – part of the thread of Peter's life.”

"The Spider-Man books have probably the greatest rogues' gallery of any superhero comic – there are so many memorable villains throughout the books,” says executive producer and Marvel's president of production Kevin Feige. "With the villains in Spider- Man™ 3, we wanted to continue the tradition – following the Green Goblin and Doc Ock – of presenting villains that not only provide spectacle and a physical challenge to Spider-Man's abilities, but characters that are multi-layered and conflicted.” To that end, the filmmakers called upon two of the greatest and most memorable villains in Spider-Man lore: Sandman and Venom.

Sandman is a classic villain, having made his first appearance in 1963 in The Amazing Spider-Man #4.

"Flint Marko/Sandman is one of the stalwarts of the Marvel universe, and the character presents an opponent for Spider-Man that we've never been able to explore before – the intangible aspect of a villain,” notes producer Grant Curtis. "What if you punch your opponent, and there's suddenly nothing there – what if all of a sudden they become dust? The beauty of Sandman is it's like battling a Swiss Army knife. You think you've got him figured out, then he morphs into a sand cloud, or levels his hammer fist at you, or becomes a pile of sand.”

Academy Award® nominee Thomas Haden Church plays the key role of the complex Sandman. "We have been fortunate to be able to attract some extraordinary actors to play the villains in the Spider-Man™ films, and Spider-Man™ 3 is no exception,” says Raimi. "When we saw how Thomas Haden Church in his Sideways role presented a character with warmth and humanity and grace – even as the character consistently made all the wrong choices – we knew he could do the same for this classic Marvel villain.”

"I think they wanted Sandman to be a guy like me – a guy who's rough around the edges and could easily have been a criminal; a guy who's bare-knuckled his way through a few events, which I have in real life,” says Church. "There's a roughness and a rawness that Sam finds appealing.”

"Flint Marko is a loner who has a pretty dark past,” says Church. "I thought a lot about Lon Chaney, Jr. and the characters he was best known for – there was always a sadness in his eyes and a kind of disaffected quality to him as a man.”

Church notes that in his early conversations with Raimi, he found another inspiration for his character, one that roots Sandman in a legend centuries old. "Sam gave me a storybook of a Jewish fable surrounding the Golem – a creature made of earth. That idea – this creature who was not a villain at heart – was very meaningful to Sam and became a big influence.

"As Flint says of himself, he's not a bad person,” Church says. "He's just made bad choices. He's carrying a massive burden of guilt over something that happened in his past and things that are happening right at that moment. He knows that what he's doing is criminal, but I think he sees himself as a man of integrity. He's doing what he feels he has to do. Nobody in the Spider-Man™ movies just wears a black hat.”

On the run after escaping from prison, Marko stumbles upon a physics test and is fused molecularly with sand. After this accident, Marko discovers he can draw material from his immediate environment to his shape-shifting physicality. "The birth of Sandman is going to be one of the most amazing scenes in Spider-Man™ 3,” says producer Avi Ar

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