Peter Parker has morphed again, and this time he has found his dark side. In Spider-Man 3, Parker’s alter ego, a.k.a. Spider-Man, is infiltrated by a mysterious black substance that turns his red suit black and threatens to overtake him. This sinister transformation brings out Spider-Man’s most destructive character traits and forces him to do battle with his own internal demons. To complicate matters, he must face a horde of external villains as well. A familiar nemesis, the New Goblin (James Franco), and two new villains, Venom (Topher Grace) and Sandman (Thomas Haden Church), have their own unique weapons aimed squarely at Spider-Man.

First assistant editor Sean Valla has worked on all three Spider-Man films and believes the latest film in the series to be the most complex one yet. “This movie was a lot harder to create,” he says about this sequel, which contains 937 final visual effects shots and numerous lengthy action sequences that range from an underground subway action scene to airborne battles among multiple characters. “There’s just a lot more movie here,” he says about the 140-minute film, with an estimated budget of more than $250 million.

The addition of several new characters adds to the film’s complexity, in terms of plot structure and pacing, making for a tangled web of relationships. “There are a lot of main characters,” says Avid assistant Joseph Virzi. “There is the black-suited Spider-Man and the red-suited Spider-Man and all of these villains. You just have so many different aspects of what these characters are doing and how they are doing it. It’s a huge movie. Sometimes I think back and wonder, how did we do it all?”

It was no small feat. Nine Macintosh-based Media Composer Adrenaline systems were used by editor Bob Murawski and a team of visual effects editors and assistants to keep pace with the non-stop editing action. Five systems were used by the editorial team on the Sony lot. A sixth system was added next to the back-stage theater at Sony for screenings and daily visual effects previews. This secure and cost-effective screening process enabled the filmmakers to quickly view cuts in progress and continually refine their creative vision throughout the editing phase. A seventh system was brought on later in the project to handle outputs for electronic press kits and other departments. 

Two additional Media Composer Adrenaline systems were used by visual effects editors at Sony Pictures Imageworks, nearly two miles away, and connected to the main setup at Sony via a Fibre Channel connection. The entire team was connected to an Avid Unity MediaNetwork shared-storage solution with 5 TB of storage, so they could easily share media files and cuts in progress. Tommy Pham from Sony’s Digital Picture Editorial department designed and maintained the Avid setup, ensuring that the editing staff had the speediest and most comprehensive digital tools possible to create the multifaceted film.

“We had all three shows online … Our editor liked to have the option of looking at shots [from earlier films in the series] and going back and using some plates or some shots that were never used before.”
- Sean Valla, First Assistant Editor, Spider-Man 3

Creating the Intricate Design

Murawski and Valla began editing during pre-production in August 2005, cutting animated 2D storyboards to help flesh out complex, effects-based scenes before shooting began. “We were cutting animatics and doing a lot of sound work and a lot of coloring of storyboards, helping [director] Sam [Raimi] see his vision of the script,” says Valla, who frequently used the Paint tool as a color coding technique to color in the black-and-white storyboard characters for a quick and easy means of identifying the various characters.

Virzi joined the team in October 2005 around the time that shooting began. “We were getting an onslaught of pre-vis material that we would animate on the Avid [system],” he says. “Starting at that point, there was never a lull. We hit the ground running.”

Approximately one million feet of 35mm film was shot during an extensive production period that ended with the last pickup shots completed in February 2007. Throughout the shoot, all of the dailies were stored online with the Avid Unity MediaNetwork solution, which had been used on the two previous Spider-Man films as well. The 5 TB of shared storage accommodated easy access to material from all three films, enabling the editors to quickly revisit old dailies and effects shots to pull in to the new film, as needed, to craft fresh scenes. 

“We had all three shows online,” explains Valla. “Our editor liked to have the option of looking at shots [from earlier films in the series] and going back and using some plates or some shots that were never used before. There are quite a bit of flashbacks in this sequel [so it made sense to revisit the old material].”

“It expedited our work tremendously by having an Adrenaline [system].”
- Joseph Virzi, Avid Assistant, Spider-Man 3

Faster, Better Action

The editing team made the switch to Media Composer Adrenaline systems for the first time on Spider-Man 3, having used older Meridien hardware-based Avid systems on the first two films. “The advantage of working with Adrenaline is that you have more real-time effects. You are able to work with more layers of video in real time,” says Valla. That came in handy for a timeline that was loaded with as many as 10 layers of video and 10 layers of audio. “It expedited our work tremendously by having an Adrenaline [system],” adds Virzi.

The ability to create QuickTime files in real time was a particularly valuable timesaver. Valla explains, “We deal with so many QuickTimes that we have to make for animation artists, and creating those files was so much faster on the Adrenaline [system]. You could create a 20-minute reel in real time - or even faster. With Meridien [hardware], a 20-minute reel could take two or three hours to build. That was a huge jump for us when dealing with as many as 50, 60, or 70 shots a day.”

Handling visual effects previews on a near-daily basis directly from the Media Composer Adrenaline system enabled the director, producers, and other members of the creative team to visualize the complex CG scenes throughout their development and make adjustments as needed. This process helped the team stay on schedule while ensuring the best possible artistic results. Files were quickly and easily output directly from a Media Composer Adrenaline system to a 2K projector for full-screen review. “The direct [SD] output from the system was very handy. It would take us just about 15 minutes to get things set up and ready each time,” says Valla.

The Final Countdown

A portable editing capability also helped ensure the accuracy and visual clarity of the final print. Valla used Avid Xpress Pro software on a Macintosh laptop during the digital intermediate process at the Technicolor facility in Culver City. “I would do a consolidation of each reel, put it on a laptop, and sit in on the DI to see where the dissolves and re-positions were. It was a good process. I could look and see which shots were finalized in the timeline [as a reference],” he says.

As the final days counted down toward the May 4 release date, the team kept up a frantic pace to ensure an on-time delivery. “Joe and I and most of the crew worked seven or eight weeks straight without a day off toward the end of the project,” says Valla. Throughout the entire editing phase, the equipment saw few breaks. “Our Avid [systems] were running from 6 a.m. to 2 a.m. most days,” says Valla. “We never turned them off,” adds Virzi.

As Spider-Man 3 plays in theaters worldwide, audiences are the beneficiaries of the filmmakers’ Herculean efforts to provide an entertaining sequel that lives up to its crowd-pleasing predecessors. After nearly three years of work - from creative inception to delivery - this film represented an enormous accomplishment. “We didn’t really finish, it just ended,” says Virzi about the demanding project.

But then, a superhero’s work is never really done.

Credits: 2007 Columbia Pictures Industries, Inc. MARVEL, and all Marvel characters including the Spider-Man, Sandman and Venom characters TM & 2007 Marvel Characters, Inc. All Rights Reserved.