James Franco won't be twiddling his thumbs while waiting for "Spider-Man 3" to come out next May: He's got webs of his own to spin. The actor well-known for playing Harry Osborn (Peter Parker's best friend and emerging nemesis) is balancing his big-budget comic-book movies with a slew of indie film projects, including one that put him in the director's chair.

" 'Spider-Man' is the best of everything," Franco said. "Great director, great cast and it's a blast working with them. But it's such a huge endeavor, you can feel a little lost in the whole process" (see "Will Harry Turn To The Dark Side In 'Spidey 3'? James Franco Offers Clues").

Franco's a little more grounded with the shoots he has lined up for this summer, starting with "An American Crime," in which he'll play the boyfriend of Catherine Keener (who he calls "one of my favorite actresses"), who runs a boarding house where "terrible things happen," Franco said. "If there's any light in this movie, my character has it." Ellen Page ("X-Men: The Last Stand," "Hard Candy") will play the unfortunate Sylvia Likens, a 16-year-old boarder who is "disciplined" to death by Keener's character, Gertrude Baniszewski, and her children. "It's probably the darkest script I've ever read," Franco said, "and it's based on a true story."

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While Franco gets to play the only decent guy in "An American Crime," his character in the drama "Camille" is a little more sketchy. Franco will portray a petty thief who marries his parole officer's niece (Sienna Miller), only to try to escape across the border to Canada during their Niagara Falls honeymoon.

And in action-thriller "Black Water Transit," Franco plays an even bigger criminal — an ex-junkie sentenced to maximum-security prison for gun trafficking and armed robbery. In order to get his son transferred somewhere less dangerous, his dad (Kevin Bacon) makes a deal to double-cross an illegal gunrunner (Vin Diesel). "It's going to be like a film from the '70s," Franco enthused, "and Samuel Bayer is directing. He's like, the top video director ever. He did Nirvana's 'Smells Like Teen Spirit,' the greatest video of all time!"

Since Franco wants to do more directing himself, that's high praise. He's already helmed two low-budget films ("The Ape" and "Fool's Gold"), which the actor financed with "Spider-Man" money. And he has just finished his latest directorial effort, "Good Time Max." Franco co-wrote the script with Merriwether Williams ("SpongeBob SquarePants") as a modern-day the-ant-and-the-grasshopper fable. "It's about two genius brothers, and both have a lot of potential," Franco explained. "One takes the high road, and one takes the low road — of course I take the low road — and we see where they end up."

Franco said writing and directing help him understand the filmmaking process from more than one perspective. And because he's just as interested in developing characters on the page as well as playing them on the screen, he's gone back to UCLA to finish his English degree, which will come in handy when he's filming book adaptations.

"You need an education to understand some of the work," he said, noting that he's currently devouring Virginia Woolf's "Mrs. Dalloway." "There are so many books that I love, but they would be hard to make [into films]. Some great novels don't make great movies, and then something pulp like 'The Godfather' becomes one of the greatest movies of all time. It's tricky."

Still, he's keeping an eye out for future film prospects that will help him stretch beyond "Spider-Man"'s scope. "I'm at a point where I want to do things that make me happy," Franco said. "And this makes me happy."

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