BEVERLY HILLS, California -- It is, arguably, the most anticipated film of 2007. It is, quite possibly, the final time we'll ever see Tobey Maguire, Kirsten Dunst and James Franco in the roles that made them superstars. "Spider-Man 3" is also, with virtual certainty, the most expensive movie ever made.

"This is a pretty big movie, man," Thomas Haden Church grinned recently, marveling at a film franchise so successful that its latest budgetary allowance is roughly 19 times what it cost to make "Sideways," in which Haden Church also starred (see [article id="1557905"]"Kirsten Dunst On Singing, Spidey's Future, 'Idol' -- And Having Eight Kids?"[/article]). "[Sony Chairman and CEO] Howard Stringer told me in Tokyo, he was like, 'We're calling the budget $250 million. Let's leave it at that.' So, that's what they're admitting to."

The Spidey stars also have an admission to make: They must once again reinvent our concept of superhero movies, as they did in 2002 following the decades of legal wrangling that had kept the web-slinger from the silver screen. After witnessing fans despise "Batman Forever," "Superman III," "Blade: Trinity" and "X-Men: The Last Stand," we've been conditioned to face what seems as inevitable as death and taxes: Third superhero movies suck.

"The problem with those movies is they changed a lot of the key people," observed an insistent Franco, who believes that Spidey's battles with Venom, the new Goblin and the Sandman will reverse the trend. "They then became different movies. With 'Spider-Man,' Sam [Raimi] has directed all three, they have had the same cast on all three, and what's more is that all the movies really go together. The story and the arcs of the characters aren't completed until this third movie."

"The fact that I'm able to direct the third film makes sure that I can really capitalize on teams of people that have been assembled in the first two pictures," agreed Raimi, the first superhero-film maker to still be standing for a third film while peers Richard Donner ("Superman"), Tim Burton ("Batman") and Bryan Singer ("X-Men") were gone after two. "On a first film, you spend a little bit of time getting to know [the actors] ... by the second film, we have a trust and a friendship ... [now] it was much easier finding the truth in moments; that increased in the third picture."

Raimi's "Spider-Man" team also once again selected esteemed actors, rather than flavors-of-the-month, reversing the "Battle of the Network Stars" mentality behind such castings as Richard Pryor ("Superman III"), Chris O'Donnell ("Batman Forever"), and Kelsey Grammer and Vinnie Jones ("X-Men: The Last Stand").

"Willem Dafoe was a movie star in the '80s and early '90s, but his career had drifted more towards character roles," the Oscar-nominated Church remembered. "[Playing Green Goblin] was a great relaunching for Willem. And then Alfred [Molina] had a longstanding career as a character actor, but [playing Doc Ock] was an opportunity for him to go to the forefront as a spectacularly rotten villain. With myself, with Topher [Grace, who plays Venom], they are pretty unique choices. I don't think anybody else would have picked Topher and I out of a lineup to play supervillains."

Asked for his take on the "Spider-Man" flicks not always grabbing the biggest stars around, Grace could only fake indignation.

"What are you saying?" he grinned.

Getting serious, Grace said he appreciated Raimi selecting thespians like James Cromwell ("The Queen"), Bryce Dallas Howard ("Manderlay") and Dylan Baker ("Happiness") for "Spider-Man 3."

"I remember seeing Tom [Church] a lot during the awards trail [of 2005]," Grace continued. " 'Sideways' was winning a lot of awards, and 'In Good Company' was nominated for some. ... They liked my character [in 'Company'], and to be asked to do this? I was close to being like, 'I'll pay you, man!' It's true."

The third reason why Spidey might finally buck the trend of third-installment thuds is another formula Raimi established early on: walking the fine line between fidelity and fiction.

"On the first picture, there was a great outcry against what we were doing in the screenplay, which was making Peter Parker a genetically transformed individual," Raimi remembered of the so-called "organic web-shooter" controversy. "[We wanted Parker to] not only cling to the walls, because he had taken on the chromosomes of a spider, but also fire a web. In the comic book, he wears a mechanical web-shooter; fans of the comic book ... they didn't want their sacred legend of Spider-Man tampered with."

Nevertheless, Raimi went ahead with the angle, and fans fell in love with the new Spider-Man. Looking back, he now considers that watershed moment to have earned him a rare "Get Out of Jail Free" card with the geeks.

"I've always wanted to please the fans," he explained, "and I have tried to tread carefully on not stepping on their dreams."

"I think the way [they've navigated the comics] is impressive; still using all the elements," said Grace, the biggest self-professed geek among the castmembers. Now drastically reimagined are such Spidey necessities as the Peter/Eddie Brock rift (without getting into the "Sin-Eater" story line); the existence of Gwen Stacy (she, not Mary Jane, was Peter's first true love); and the origin of Venom (without a single mention of the "Secret Wars" comics).

"I am geeking out watching this," Grace said. "And I'm in it!"

If the "Spider-Man" series has indeed rewritten the rules again, the next question is obvious: Could the franchise be the first to actually make a halfway-decent fourth film?

"I hope that [my character] is in the fourth film," beamed Howard, essentially summing up the attitude of new blood like herself, Church and Grace. "Are you kidding me? I would love that."

"There are never conclusions ... there are just some [small plot] issues that will be concluded," series producer Avi Arad has said, reasoning that 45 years of comics offers a backlog of plots ripe for the picking. "[This movie is not the end], this is just number three."

"Everyone asks us about it and we've thought about it," Dunst admitted. "The only way we will come back together is if it's me, Tobey and Sam ... our team."

Maguire agreed.

"Sam would have to be involved," he said. "The right cast would have to be there, and then at that point I would be willing to consider it."

Raimi, however, seemed less optimistic. "I've always loved this character of Spider-Man, and I still do," he said, choosing his words carefully. "But I just don't know what's gonna happen for me next."

The bottom line for fans, then, is to appreciate the machinations of the "Spider-Man" series while you still can. Because after three movies, hundreds of millions of dollars, and a truly innovative cast and crew, this origin story might be over.

Check out everything we've got on "Spider-Man 3."

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